PPM (v7 clean) of GAA Investment Fund SPC Limited …

1 PJDA/pm/877817/Legal (v7 clean) No: _____ IMPORTANT No application has been made to any stock exchange to list the Shares on a stock exchange. Neither this Private Placement Memorandum nor its Supplement(s) has been registered or filed in any jurisdiction in connection with the offer of Shares. _____ PRIVATE PLACEMENT MEMORANDUM relating to the offer and issue of Shares, which may be issued in multiple Classes referable to Segregated Portfolios, of: GAA Investment FUNDS SPC Limited (a segregated portfolio company with closed- ended segregated portfolios incorporated with Limited liability under the laws of the Cayman Islands) Date: 28 August 2013 Legal (i) NOTICE BY ACCEPTING THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM THE RECIPIENT SHALL BE DEEMED TO HAVE AGREED TO THE TERMS OF THIS NOTICE.

2 GAA Investment FUNDS SPC Limited (THE COMPANY ) IS A SEGREGATED PORTFOLIO COMPANY THAT MAY FORM MULTIPLE SEGREGATED PORTFOLIOS EACH OF WHICH CONSTITUTES A SEPARATE SEGREGATED PORTFOLIO OF THE COMPANY (EACH, A SEGREGATED PORTFOLIO ). INVESTORS MAY INVEST IN MORE THAN ONE SEGREGATED PORTFOLIO SUBJECT TO ANY RESTRICTIONS ATTACHED TO A PARTICULAR SEGREGATED PORTFOLIO. THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE PRIVATE PLACEMENT MEMORANDUM ), DESCRIBES CERTAIN FEATURES COMMON TO THE SEGREGATED PORTFOLIOS. SEPARATE CONFIDENTIAL SUPPLEMENTS TO THIS PRIVATE PLACEMENT MEMORANDUM (EACH, A SUPPLEMENT ) WILL DESCRIBE THE STRATEGY, SPECIFIC TERMS OF, AND SPECIFIC RISKS ASSOCIATED WITH EACH SEGREGATED PORTFOLIO.

3 THIS PRIVATE PLACEMENT MEMORANDUM MUST BE READ IN CONJUNCTION WITH THE APPLICABLE SUPPLEMENT. THIS PRIVATE PLACEMENT MEMORANDUM IS DISTRIBUTED ON A CONFIDENTIAL BASIS IN CONNECTION WITH A PRIVATE OFFERING OF SHARES, NONE OF WHICH WILL BE ISSUED TO ANY PERSON OTHER THAN A PERSON TO WHOM THIS PRIVATE PLACEMENT MEMORANDUM IS SENT WITH THE CONSENT OF THE DIRECTORS OR THE Investment MANAGER. NO PERSON RECEIVING A COPY OF THIS PRIVATE PLACEMENT MEMORANDUM IN ANY TERRITORY MAY TREAT THE SAME AS CONSTITUTING AN INVITATION TO HIM, UNLESS IN THE RELEVANT TERRITORY SUCH AN INVITATION COULD LAWFULLY BE MADE TO HIM WITHOUT COMPLIANCE WITH ANY REGISTRATION OR OTHER LEGAL REQUIREMENTS OR WHERE SUCH REGISTRATION OR OTHER LEGAL REQUIREMENTS HAVE BEEN COMPLIED WITH. POTENTIAL INVESTORS SHOULD NOTE THAT IF THEIR APPLICATION FOR SHARES IS NOT ACCEPTED, THE COMPANY, OR ITS AGENTS ON BEHALF OF THE COMPANY, MAY RETAIN SUCH APPLICANT S SUBSCRIPTION DOCUMENTS, SUBJECT TO THE COMPANY, OR ITS AGENTS ON BEHALF OF THE COMPANY S DISCRETION TO RETURN SUCH SUBSCRIPTION DOCUMENTS TO THE UNSUCCESSFUL APPLICANT.

4 CAYMAN ISLANDS NO OFFER OR INVITATION TO SUBSCRIBE FOR SHARES MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS (WHICH DOES NOT INCLUDE AN EXEMPTED OR ORDINARY NON- RESIDENT COMPANY IN THE CAYMAN ISLANDS) AND THIS Legal (ii) PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE SUCH AN OFFER OR INVITATION. FOR INFORMATION REQUIRED BY THE SECURITIES LAWS OF CERTAIN JURISDICTIONS OUTSIDE THE CAYMAN ISLANDS, PLEASE SEE THE SCHEDULE TO THIS PRIVATE PLACEMENT MEMORANDUM, WHICH IS INCORPORATED HEREIN BY REFERENCE. THE ABSENCE OF A DISCUSSION IN THIS PRIVATE PLACEMENT MEMORANDUM REGARDING SALES RESTRICTIONS OF SHARES IN ANY PARTICULAR JURISDICTION DOES NOT IMPLY THAT SHARES MAY OR MAY NOT BE PURCHASED IN SUCH JURISDICTION BY PROSPECTIVE INVESTORS. JURISDICTIONS NOT ADDRESSED HEREIN MAY OR MAY NOT PERMIT THE PURCHASE OF SHARES BY PROSPECTIVE INVESTORS WHO ARE SUBJECT TO THE LAWS AND REGULATIONS OF SUCH JURISDICTIONS.

5 PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISORS WITH RESPECT TO THE PURCHASE OF SHARES. THE DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM OR ANY SALE MADE HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE OF THIS PRIVATE PLACEMENT MEMORANDUM. THE PURCHASE OF THE SHARES OFFERED HEREBY IS HIGHLY SPECULATIVE AND INVOLVES A SIGNIFICANT DEGREE OF RISK. SEE THE SECTION HEADED RISK FACTORS IN THIS PRIVATE PLACEMENT MEMORANDUM. THE SHARES ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS FOR WHOM AN Investment IN THE COMPANY DOES NOT CONSTITUTE A COMPLETE Investment PROGRAM AND WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISKS INVOLVED IN THE COMPANY AND THE Investment PROGRAM OF THE APPLICABLE PORTFOLIO.

6 THE Investment PROGRAM AND STRATEGY OF THE SEGREGATED PORTFOLIOS, BY THEIR NATURE, MAY BE CONSIDERED TO INVOLVE A SUBSTANTIAL DEGREE OF RISK. THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE TERMS HEREIN OR CONTAINED IN THE APPLICABLE SUPPLEMENT. ACCORDINGLY, INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN Investment IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME. THERE WILL BE NO PUBLIC MARKET FOR THE SHARES. ANY REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS STRICTLY PROHIBITED. THE COMPANY RESERVES THE RIGHT TO WITHDRAW, CANCEL OR MODIFY THIS OFFER AND TO REJECT ANY APPLICATION TO PURCHASE SHARES IN WHOLE OR IN PART FOR ANY REASON.

7 Legal (iii) THE DIRECTORS, WHOSE NAMES APPEAR IN THIS PRIVATE PLACEMENT MEMORANDUM, ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS (WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. THE DIRECTORS ACCEPT RESPONSIBILITY ACCORDINGLY. NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM, IN CONNECTION WITH THE PLACING OF SHARES AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

8 NEITHER THE DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM NOR THE ALLOTMENT AND ISSUE OF SHARES SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY, OR IN ANY OF THE OTHER MATTERS REFERRED TO IN THIS PRIVATE PLACEMENT MEMORANDUM, SINCE THE DATE OF THIS PRIVATE PLACEMENT MEMORANDUM. NO ACTION HAS BEEN TAKEN TO PERMIT DISTRIBUTION OF THIS PRIVATE PLACEMENT MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED TO BE TAKEN. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER.

9 IF YOU ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE AND CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR FINANCIAL ADVISOR. POTENTIAL INVESTORS SHOULD NOT TREAT THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS ADVICE RELATING TO Investment , LEGAL OR TAXATION MATTERS AND MUST RELY ON THEIR OWN LEGAL COUNSEL AND ACCOUNTANTS OR OTHER ADVISORS AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING AN Investment IN THE COMPANY. FORWARD- LOOKING STATEMENTS CERTAIN STATEMENTS IN THE PRIVATE PLACEMENT MEMORANDUM AND/OR APPLICABLE SUPPLEMENT MAY CONSTITUTE FORWARD- LOOKING STATEMENTS. SUCH FORWARD- LOOKING STATEMENTS INCLUDE THOSE RELATING TO FUTURE Investment OPPORTUNITIES, THE OUTLOOK OF THE Investment MARKETPLACE AND THE FUTURE PERFORMANCE OF THE SEGREGATED PORTFOLIOS.

10 IN ADDITION, SUCH FORWARD- LOOKING STATEMENTS INVOLVE Legal (iv) KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY OR THE SEGREGATED PORTFOLIOS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. SUCH FACTORS INCLUDE THE ABILITY OF THE COMPANY AND EACH SEGREGATED PORTFOLIO TO IMPLEMENT SUCCESSFULLY ITS Investment PHILOSOPHY AND OTHERWISE ACHIEVE ITS OBJECTIVES; GOVERNMENTAL REGULATION OF PRIVATE Investment COMPANIES AND FUNDS; OVERALL ECONOMIC CONDITIONS AND OTHER RISK FACTORS, SEE SECTION HEADED RISK FACTORS IN THIS PRIVATE PLACEMENT MEMORANDUM. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD- LOOKING STATEMENTS CONTAINED HEREIN, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.