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This document is a confidential offering memorandum for Banque Havilland Opportunities BHV Opportunities Fund 1 SCA, SICAV-FIS, a Luxembourg investment company. It outlines the terms and conditions for potential investors, emphasizing that it is a draft for discussion purposes only and may be subject to amendments. The memorandum is intended for well-informed investors who must assess the suitability of the investment for themselves. It includes detailed sections on the company's structure, management, investment objectives, subscription process, and risk factors. The document also covers legal, tax, and regulatory considerations, emphasizing the confidentiality of the information provided. The memorandum is not an offer or solicitation in any jurisdiction where such actions are unauthorized. It highlights the risks associated with investing in emerging markets, including political, economic, and legal uncertainties.