This document is a confidential offering memorandum for the BHV Opportunities Fund SCA, SICAV-FIS, a Luxembourg-based investment company. It outlines the terms and conditions for potential investors, focusing on well-informed investors who are expected to make their own assessments of the investment's suitability. The memorandum is a draft for discussion purposes and may undergo significant amendments.

The document details the structure of the fund, which is a specialized investment fund (SIF) under Luxembourg law, and describes the fund's compartments, each with its own investment objectives and policies. It emphasizes the confidentiality of the information provided and the responsibility of investors to keep it confidential.

The memorandum also covers the legal and regulatory framework governing the fund, including the Luxembourg acts of 1915, 2002, 2007, and 2010, which relate to commercial companies and collective investments. It outlines the roles of various service providers, such as the custodian, administrator, and auditor, and the responsibilities of the general partner and investment adviser.

Investment strategies and restrictions are discussed, with a focus on diversification and risk management. The document also addresses the subscription process, including the commitment period, drawdown notices, and the consequences of default by investors.

The memorandum includes detailed sections on the calculation of net asset value (NAV), valuation of investments, and the conditions under which the fund may suspend NAV calculation or share transactions. It also outlines the procedures for general meetings, accounting, reporting, and the potential dissolution or liquidation of the fund or its compartments.

Taxation issues are addressed, with a focus on Luxembourg tax laws and the potential impact of the EU Savings Directive. The document also highlights the risks associated with investing in the fund, including market, economic, and political risks, as well as conflicts of interest and the lack of operating history.

The special section for the Emerging Markets Fund I compartment details its investment policy, objectives, and restrictions, emphasizing investments in emerging markets, including China and CIS member states. It outlines the compartment's borrowing and leverage policies, the role of the investment committee, and the terms for distributions and management fees.

Overall, the memorandum provides a comprehensive overview of the fund's structure, operations, and investment strategies, while highlighting the risks and responsibilities associated with investing in the fund.