CONVIVO EXOTIC DEBT FUND

A separate Cell of

CONVIVO PCC LIMITED

(a protected cell investment company registered with limited liability in
Guernsey with registration number 35385)

SUPPLEMENTAL SCHEME PARTICULARS



These Supplemental Scheme Particulars dated 23 April 2004 containing
information relating to Convivo Exotic Debt Fund should be read and construed
in conjunction with the Scheme Particulars relating to Convivo PCC Limited
dated 1 June 2003 (the Scheme Particulars). This document is deemed to be
incorporated in and to form part of the Scheme Particulars and may not be
distributed unless it is accompanied by them and such other documentation as
the Scheme Particulars may prescribe.
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TABLE OF CONTENTS
NOTICE TO INVESTORS........................................................................................... ii
DEFINITIONS............................................................................................................ 1
CONVIVO EXOTIC DEBT FUND............................................................................... 2
Introduction........................................................................................................ 2
Investment Background..................................................................................... 2
Investment Objective......................................................................................... 2
Investment Restrictions ..................................................................................... 3
Borrowings ........................................................................................................ 3
Hedging............................................................................................................. 3
Distribution Policy.............................................................................................. 4
Report and Accounts......................................................................................... 4
RISK FACTORS ........................................................................................................ 5
SUBSCRIPTION AND REDEMPTION OF PARTICIPATING SHARES................... 11
Recording of Telephone Instructions............................................................... 11
Subscriptions................................................................................................... 11
Minimum Subscription ..................................................................................... 11
Application Procedure ..................................................................................... 11
Redemption Notice and Procedure ................................................................. 12
Compulsory Redemption................................................................................. 12
Valuation of the Fund ...................................................................................... 12
Publication of Prices........................................................................................ 12
FEES AND EXPENSES........................................................................................... 13
Establishment Costs........................................................................................ 13
Fees of the Manager ....................................................................................... 13
Initial Dealing Charge ...................................................................................... 15
Fees of the Custodian ..................................................................................... 15
Ongoing Fund Expenses................................................................................. 15
APPLICATION FORM

ii

NOTICE TO INVESTORS
These Supplemental Scheme Particulars are submitted to you in
connection with your consideration of an investment in shares
(Participating Shares) of the Convivo Exotic Debt Fund (the Fund), a
Cell of Convivo PCC Limited (the Company). These Supplemental
Scheme Particulars may not be reproduced in whole or in part.
The statements made in the Scheme Particulars concerning who may
purchase or hold Participating Shares, reflect the Companys assessment
of certain legal and disclosure issues as bearing on the particular
circumstances of the offering of Participating Shares in the Fund
In any case of conflict or inconsistency between statements in these
Supplemental Scheme Particulars and the Scheme Particulars, the
Supplemental Scheme Particulars will, as to the Fund and the Participating
Shares, supersede the Scheme Particulars.
These Supplemental Scheme Particulars do not constitute an offer or
solicitation in any country, state or other jurisdiction in which an offer or
solicitation is not authorised.
The Participating Shares are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted by the
Articles of Association of the Company and the securities laws of any
applicable jurisdiction as more fully described below and in the application
form for subscribing for Participating Shares.

In making an investment decision investors must rely on their own
examination of the Fund and the terms of the offering, (including satisfying
themselves that they have received all information necessary to make such
a decision), including the merits and risks of the proposed investment. No
representations or warranties of any kind are intended or should be
inferred with respect to the economic return or the tax consequences from
an investment in the Fund and nothing in these Supplemental Scheme
Particulars should be construed as legal or tax advice. No assurance can
be given that existing laws will not be changed or interpreted adversely.
Each investor (including those whose investment authority is subject to
legal restrictions) should consult its own legal or other advisors
concerning the legal, tax or other considerations relating to its proposed
investment in Participating Shares.

No offering literature or advertising in any form shall be employed in the
offering of Participating Shares other than these Supplemental Scheme
Particulars, the Scheme Particulars and the agreements referred to herein
iii
No person other than the Company and any duly appointed and authorised
marketing agent of the Company (a Marketing Agent) has been
authorised to make representations, or give any information, with respect
to the Participating Shares, except the information contained herein. Any
information or representation not contained herein or otherwise supplied in
writing by the Company or a Marketing Agent must not be relied upon.
Investment in the Fund will involve significant risks due to, among other
things, the nature of the Funds investments and actual and potential
conflicts of interest, and there can be no assurance as to the returns on
any of the Funds investments or that there will be a return of capital. See
the section Risk Factors of these Supplemental Scheme Particulars and
Conflicts of Interest in the Scheme Particulars. Investors should have the
financial ability and willingness to accept the risks (including, among other
things, the risk of loss of investment and lack of liquidity) that are
characteristic of the investments described herein and should consult their
financial or investment advisers regarding the appropriateness of making
investments in the Fund.
Although the Participating Shares are listed on the Channel Islands Stock
Exchange, it is not expected that an active market will develop in them.
Transfers of Participating Shares will be subject to significant restrictions
as described herein.
Given the nature of the Funds investment objectives and policies,
investors should be aware that a redemption request may be made at a
time when securities markets in some or all emerging markets countries, or
the value of given investments, have entered a down cycle, and that the
amount realised upon redemption may be less than if the investor had
waited until these markets or investments had rebounded from the down
cycle.
Statements in these Supplemental Scheme Particulars are made as of the
date hereof unless stated otherwise.
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DEFINITIONS
Save as provided below, words and expressions defined in the Scheme
Particulars shall have the same meanings herein. In these Supplemental
Scheme Particulars, the following words shall have the meanings opposite them
unless the context in which they appear requires otherwise.
Business Day Any day (other than a Saturday or a Sunday) on which
banks in London, New York and Guernsey are open
for business to accept deposits.
CISX The Channel Islands Stock Exchange LBG.
Company Convivo PCC Limited.
Dealing Day The last Business day in each calendar month.
Eligible Purchasers The Participating Shares may only be offered, sold or
resold to persons who are not US Persons (as defined
in Regulation S under the Securities Act).
Fund Convivo Exotic Debt Fund, the Cell to which these
Supplemental Scheme Particulars relate.
Incentive Fee The performance related fee to which the Manager is
entitled under the terms of the Management
Agreement in respect of the Fund.
Investment Adviser Trigone Capital Finance S.A. a company incorporated
under the laws of Switzerland and having its principal
place of business at Rue Thalberg 2, Case Postale 32,
1211 Geneva 21, Switzerland.
Official List The official list of the CISX.
Valuation Point At 5:00 pm (Guernsey time) on the penultimate
Business Day in each calendar month.
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CONVIVO EXOTIC DEBT FUND
Introduction
The Fund is a Cell of Convivo PCC Limited, an open-ended investment company
registered with limited liability in Guernsey on 22 June 1999 and authorised by
the Guernsey Financial Services Commission as a collective investment scheme
of Class B. The other Cell is Convivo Absolute Sovereign High Yield Fund.
Investment Background
Exotic debt is a sub-set of emerging market debt. It includes a variety of loans
and bonds of smaller countries that are not traded as part of the mainstream
emerging market debt trading operations of the larger international banks.
This asset class includes further sub-sets such as:

1) Where a country is suffering the effects of a US embargo and the debt is
ineligible for transaction by US institutions. This impacts the liquidity and
price levels of the assets which accordingly trade at distressed price levels.
It is envisaged that the majority of the Fund will be invested in this sub-set.
2) Smaller countries which have undergone a Brady or similar restructuring
with a small nominal amount of debt (often bonds) outstanding. As a result
these issues are not widely followed or traded by the general emerging
markets debt market participants and they consequently trade at a
substantially higher yield.
The emerging markets debt market is largely an inefficient market and it is a
characteristic of the exotic debt sub-markets to exaggerate this inefficiency. In
addition with no dedicated market-makers in many of the exotic debt assets, the
liquidity of the sector is low and asset price volatility tends to exaggerate any
directional movements.

The sector tends to mirror movements in the mainstream emerging markets debt
market, though with a time lag. This characteristic is similar to what is often
observed for example in the developed world stock markets, where price activity
and moves tend to start within the blue chip stocks and then filter down to the
second tier stocks as investor interest spreads through the broader market or
sector.
Investment Objective
The main investment objective is to capture the large capital gains opportunities
available by investing in exotic debt instruments. These opportunities will usually
arise from market-generated demand, countries opportunistically buying back
their debt at distressed levels, or from potential credit events such as the lifting of
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an embargo or sanctions. The Manager may also invest in assets producing a
current yield with a view to securing the income therefrom.
Investment Restrictions
The Manager intends to invest mainly in U.S. dollar or other hard currency
denominated emerging markets debt issued or guaranteed by a sovereign entity,
central bank, foreign trade bank or other emerging markets institution. The
Manager will spread investments under the following restrictions in relation to the
value of the assets of the Fund:

a) not more than 50 per cent of the gross value of the Fund will be invested in
securities or loans issued or guaranteed by any one sovereign state or its
relevant agencies;
b) not more than 20 per cent of the gross value of the Fund will consist of
equity securities or similar instruments such as privatisation vouchers;
c) not more than 5 per cent of the gross value of the Fund will consist of
interests in other collective investment schemes including collective
investment schemes managed by the Manager or by an associate of the
Manager;
d) the Fund will not have any leverage or other gearing save for the temporary
borrowings referred to below.
The above restrictions apply as at the date of the relevant transaction or
commitment to invest. Changes in the Fund do not have to be effected merely
because, owing to appreciation or depreciation in value, redemptions or by
reason of the receipt of, or subscription for, any rights, bonuses or benefits in the
nature of capital or of any acquisition or merger or scheme of arrangement for
amalgamation, reconstruction, conversion or exchange or of any redemption, any
of the restrictions would thereby be breached, but regard shall be had to these
restrictions when considering changes or additions to the Fund.

The above restrictions will not apply to investments by the Fund in a company the
whole of the share capital (or relevant class of share capital) of which is owned
by the Fund and which is bound in turn by the same restrictions.
Borrowings
The Company may make temporary borrowings to provide liquidity in connection
with the payment of fees or any redemption payments provided that the amount
borrowed does not at any time exceed 10 per cent of the Net Asset Value of the
Fund.
Hedging
The Manager may from time to time hedge any currency exposure in the Fund
into US Dollars by entering into transactions in derivative instruments such as
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options future and forward foreign exchange contracts. The maximum amount
which may be payable by way of initial margin or premium in connection with
such transactions is 25 % of the gross value of the Fund.

Investment Adviser

The Investment Manager has, by an agreement dated 16 May 2003, appointed
the Investment Adviser to assist the Investment Manager in selecting the assets
to be held by the Fund. The Investment Adviser is regulated as an authorised
securities dealer by the Swiss Federal Banking Commission and will provide
investment research and advisory services to the Investment Manager but will
not be empowered to effect discretionary securities transactions in respect of the
Fund. In this regard the Investment Adviser is entitled to receive a fee in respect
of the investment advisory services provided to the Investment Manager, This
investment advisory fee is met by the Investment Manager out of the investment
management fees it receives, as set-out in the Scheme Particulars, rather than
separately from the Fund or the Company.
Distribution Policy
Under the Articles and the Rules the Directors have the power to determine the
amount of income available for distribution by way of dividend to holders of
Participating Shares. The Directors have resolved that dividends will neither be
declared nor paid, but that such net income (if any) be added to the reserves of
the Fund and reinvested. In the event that the Directors determine to change
such dividend policy, due notice of such change will be given to all Shareholders.
Report and Accounts
The audited financial statements of the Company, which include the Fund, will be
prepared and distributed in accordance with the Scheme Particulars of the
Company. The unaudited interim report and accounts for the Fund will be drawn
up to the Valuation Point in March of each year. Such interim report and
accounts will be distributed in accordance with the Scheme Particulars of the
Company.
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RISK FACTORS
Described below are certain risk factors peculiar to investing in the emerging
markets instruments in which the Fund will invest. These require consideration of
matters not usually associated with investing in securities of issuers in the more
developed capital markets. The economic and political conditions differ from
those in Western markets, and offer less social, political and economic stability.
The absence in many cases, of any move towards capital markets structures or
to a free market economy means investing in these countries is more risky than
investing in Western markets or even mainstream emerging markets countries.
These risks are likely to exist to a greater or lesser degree in most of the markets
in which the Fund may invest.
Political and Economic Risks
The value of Participating Shares and any income generated by the Fund may be
affected by uncertainties such as political or diplomatic developments, social and
religious instability, changes in government policies, taxation and interest rates,
currency repatriation and other political and economic developments in law or
regulations and, in particular, the risks of expropriation, nationalisation and
confiscation of assets and changes in legislation relating to the level of foreign
ownership.
Regulatory Risk
The issuers of instruments in which the Fund may invest, may be or become
subject to unduly burdensome and restrictive regulation affecting commercial
freedom and this in turn may have an adverse impact on the value of the Fund.
Over-regulation may therefore be a form of indirect nationalisation.
Nature of Investments and Market Risks
The exotic debt instruments in which the Fund is likely to invest carry greater
risks than those associated with investing in more developed emerging markets.
The Fund may experience greater price volatility and significantly lower liquidity
than if the Fund was invested in more developed markets. With recently formed
or no capital markets in many of the countries in which the Fund may invest,
there are often difficulties in meeting investor demand for the available debt
and/or equity instruments. This can lead to primary issues and auctions of such
instruments being greatly over subscribed.
Debt obligations acquired by the Fund are likely to have no credit rating or a low
rating. Such securities may involve greater risks of loss of income and principal
than rated or higher-rated securities and are more speculative in nature.
Although they may offer higher yields than do higher-rated securities, they
generally involve greater price volatility and risk of default in payment of principal
and income.
The use of synthetic products may overcome or mitigate certain risks associated
with direct investment in the underlying debt obligations. Such products expose
the Fund to counterparty and other risks (as summarised below), although the
Manager will normally select leading banks in those markets as such
counterparties where possible. There are currently only a limited number of such
6
banks available as counterparties for these products, which may result in the
Fund having a substantial exposure to those banks.
No assurance can be given that investments acquired by the Fund will continue
to earn yields comparable to those earned historically, nor can any assurance be
given that issuers whose obligations the Fund acquires will make payments on
such obligations as they become due.
Developing Market Economy
Businesses in some of the emerging countries where the Fund may invest may
only have a very recent history of operating within a market-oriented economy or
under the pressures imposed by developing countries. In general, relative to
companies operating in Western economies, some companies in these countries
are characterised by a lack of (i) experienced management, (ii) modern
technology and (iii) a sufficient capital base with which to develop and expand
their operations. It is unclear what will be the effect on companies, if any, of
attempts to move towards more market-oriented economies.
Synthetic Products and Subsidiary Risk
Generally, any synthetic products in which the Fund may invest are subject to
counterparty and regulatory risks including the following. Counterparty risk lies
with each party with whom the Fund contracts for the purpose of making
investments (the counterparty) and, where relevant, the entity in the emerging
country with whom the counterparty has made arrangements to ensure an on-
shore presence in that country. The Fund may not be entitled to assert any rights
against the entity in the emerging country with whom it does not have a
contractual relationship. The Fund may not be able to procure that the
counterparty asserts its own rights, if any, against the on-shore entity in the
emerging country with whom the counterparty has made arrangements. In the
event of the counterpartys insolvency, the Fund may only rank as an unsecured
creditor. In the event of the insolvency of the entity in the emerging country with
whom the Fund does not have a contractual relationship, it is likely that the Fund
will lose its entire investment.
The effectiveness and legality of the synthetic product structure, and in particular
the ability of the Funds counterparty to invest efficiently in the emerging country
from offshore, will often be subject to intervention by the relevant local
authorities, their re-interpretation of law and current commercial and tax efficient
practice and legislation, as well as to changes in relevant laws and regulations.
As a result, the Fund may not get back all or any part of its investment in the
synthetic products in which it invests or it may find that the proceeds of its
investment are not repatriable. In some cases the Fund may be obliged to hold
harmless and indemnify its counterparty from and against all losses resulting
from a breach by the Fund of its obligations or in respect of all costs and
expenses incurred by the counterparty in relation to its arrangements with the
onshore entity.
If the underlying investment in the debt remains unpaid or is re-scheduled
(including being the subject of a moratorium, debt substitution, exchange or
similar event) the Fund could lose part or the whole of its investment. Similarly, if
7
the underlying debt investment or the synthetic product structure is re-
characterised, the Fund may be forced to terminate its investment in the synthetic
product earlier than had been anticipated and at a loss to part or all of the
investment.
The Fund may be obliged to provide working capital to any subsidiary it
incorporates by way of share capital. If it is sought to repatriate capital out of any
such subsidiary, the time it may take to liquidate such subsidiary or to reduce
such subsidiarys share capital may delay the making of payments to the Fund.
Illiquidity of Investments
Many of the investments which the Fund may make are traded only on over the
counter markets and there may not be an organised public market for such
securities. The effect of this will often be to increase the difficulty of valuing the
Funds investments and, until a market develops, certain of the Funds
investments may generally be illiquid. There may be no established secondary
market for certain of the investments made by the Fund. Reduced secondary
market liquidity may affect adversely the market price of the Funds investments
and the Funds ability to dispose of particular investments to meet its liquidity
requirements or in response to specific events such as a deterioration in the
creditworthiness of any particular issuer. Due to the lack of adequate secondary
market liquidity for certain securities, the Manager may find it more difficult to
obtain accurate market quotations for the purposes of valuing the Fund and
calculating the Net Asset Value. Market quotations may only be available from a
limited number of sources and may not represent firm bids for actual sales. Some
of the countries in which the Fund may invest may be subject to economic
sanctions which may have the effect of reducing or limiting the Funds ability to
realise assets.
Settlement Risk
The absence of organised securities markets as well as the underdeveloped
state of the legal, banking and telecommunications systems, gives rise to
concerns in relation to settlement, clearing and registration of transactions in
securities. Furthermore, due to the local postal and banking systems, no
guarantee can be given that all entitlements attaching to securities acquired by
the Fund, including interest and dividends, can be realised. However, none of
the Manager, the Custodian, the Investment Manager, the Administrator or any of
their agents makes any representation or warranty about, or any guarantee of,
the operation, performance or settlement, clearing and registration of
transactions dealing in hard or local currency debt or equity securities.
Custody Risk
Custody services in many emerging market countries remain undeveloped and,
although the Custodian and the Investment Manager will endeavour to put into
place control mechanisms, including the selection of agents to register securities
on behalf of the Fund and regular audits of entries on relevant securities registers
to ensure that the Funds interests continue to be recorded, there are transaction
and custody risks of dealing in hard and local currency debt and equity emerging
market securities.
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The Custodian shall monitor each agent selected to act as a sub-custodian of
investments and will, so far as is possible, satisfy itself that such agents are fit
and proper and that arrangements are in place to safeguard the interests of
Participating Shareholders. None of the Custodian, the Manager, the Investment
Manager or the Administrator will be liable for the acts or omissions of any such
agent, nor for any losses suffered by the Fund as a result of the fraud,
negligence, wilful default or the bankruptcy or insolvency of any such agent. The
Fund may therefore have a potential exposure on the default of any such agent
and, as a result, many of the protections, which would normally be provided to a
Fund by a custodian, will not be available to the Fund.
Potential investors must appreciate that the Fund will be investing in
countries where the current law and market practice carries fewer
safeguards than in more developed markets and that the Custodian, the
Manager and the Investment Manager can accept no liability for losses
resulting from the Fund acting in accordance with such practice.
Possible Business Failures
The insolvency or other business failure of any one or more of the Fund's
investments could have an adverse effect on the performance and ability to
achieve its objectives. Many of the target investment countries have or are in the
process of enacting laws on the insolvency of enterprises, but there is as yet no
significant level of experience in how these laws will be implemented and applied
in practice. The lack of generally available financing alternatives for companies
in many of the target investment countries increases the risk of business failure.
Accounting Practice
Accounting standards in the countries where the Fund may invest do not
correspond to International Accounting Standards in all material respects. In
addition, auditing requirements and standards differ from those generally
accepted in the international capital markets and consequently information which
would be available to investors in developed capital markets is not always
obtainable in respect of companies in such countries. The Fund's own financial
statements will conform to International Accounting Standards.

Quality of Information
Investors in the countries where the Fund may invest generally have access to
less reliable or less detailed information, including both general economic data
and information concerning the operations, financial results, capitalisation and
financial obligations, earnings and securities of specific enterprises. The quality
and reliability of official data published by the government and government
agencies is generally not equivalent to that of more developed Western
countries. The quality and reliability of information available to the Fund will,
therefore, be less than in respect of investments in more developed Western
countries. Obligations on companies to publish information are generally more
limited, thus further restricting opportunities for the Fund to carry out due
diligence. The Fund may be obliged to make investment decisions and
investment valuations on the basis of financial information that will be less
complete and reliable than that customarily available in the West.
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Legal Risks
The rate of legislative change in certain of the countries where the Fund may
invest can be extremely rapid and the content of proposed legislation when
eventually adopted into law is difficult or impossible to predict. Such proposed
legislation may have an adverse effect on foreign investment.
It is difficult to anticipate the impact of legislative reforms on securities in which
the Fund will invest. Although there is often significant political support for
legislative change to bolster and facilitate the movement to a more developed
market economy, it is not certain that legislation when enacted will advance this
objective either consistently or in a coherent manner. In some cases, the
magnitude of the changes taking place has resulted in a lack of confidence in the
courts to give clear and consistent judgments. Legislation can often be published
by a variety of governmental bodies and remaining up to date and in complete
compliance with legal rules and standards can often be difficult.
Taxation
Tax law and practice in countries in which the Fund may invest is not as clearly
established as that of the Western nations. It is possible therefore that the
current interpretation of the law or understanding of practice may change or,
indeed, that the law may be changed with retrospective effect. Accordingly, it is
possible that the Fund could become subject to taxation in the countries in which
the Fund may invest that is not anticipated either at the date of this document or
when investments are made, valued, realised or liquidated. In addition, in certain
countries where the Fund may invest, the domestic tax burden is high and there
are circumstances where the discretion of local fiscal authorities to create new
forms of taxation has resulted in a proliferation of taxes, in some cases imposed
or interpreted retrospectively.
Exchange and Currency Risk
Some of the currencies in which the Fund may invest are neither freely
convertible into one of the major currencies nor internationally traded. These
local currencies may be convertible into other currencies only inside the relevant
emerging market country where the limited availability of such other currencies
may tend to inflate their values relative to the local currency in question. Such
internal exchange markets can therefore be said to be neither liquid nor
competitive. In addition, many of the currencies of countries in which the Fund
may invest have experienced steady devaluation relative to freely convertible
currencies, such as the US dollar.
The value of an investment in the Fund, whose Participating Shares are
denominated in U.S. dollars, will be affected by fluctuations in the value of the
underlying currency of denomination of the Funds investments against the U.S.
dollar or by changes in exchange control regulations, tax laws, withholding taxes
and economic or monetary policies. The local currencies in which the Fund may
be invested from time to time may experience substantially greater volatility
against the U.S. dollar than the major convertible currencies of more developed
countries. Adverse fluctuations in currency exchange rates can result in a
decrease in the net return and in a loss of capital. Accordingly, investors must
10
recognise that the value of Participating Shares can fall as well as rise for this
reason.
The Manager may attempt to mitigate the risks associated with currency
fluctuations by entering into forward, futures and options contracts to purchase or
sell the currency of denomination of any investment held by the Fund and any
other currencies held by the Fund, to the extent such contracts are available on
acceptable terms. Investors should realise that such contracts may not be
available in all of the currencies in which the Manager may invest from time to
time.
The Banking System
In addition to often being ill-developed, the local banking systems in many of the
countries in which the Fund may invest are subject to two main risks; first, the
insolvency of a bank due to concentrated debtor risk and, second, the effect of
inefficiency and fraud in bank transfers. In addition, such banks may not have
developed the infrastructure to channel domestic savings to companies in need
of finance who thereby can experience difficulty in obtaining working capital.
Borrowing
As the Fund is able to borrow to further its investment policy and increase the
possibility of profit, the risk of loss will also be increased. In addition, adverse
interest rate movements and adverse fluctuations in the value of the currencies in
which the Fund may borrow may adversely affect operating results.

The Manager may choose to use gearing in relation to investment positions held
in order to generate sufficient returns. Such gearing which may involve the use
of repurchase agreements or sale and buy back agreements may significantly
increase the risk of loss to the Fund.

Suitability Standards
Due to the risks involved, investment in the Fund is only suitable for
sophisticated investors who are able to bear the loss of a substantial
portion or even all of the money they invest in the Fund, who understand
the high degree of risk involved, believe that the investment is suitable
based upon their investment objectives and financial needs and recognise
the potential illiquidity of such an investment which may affect redemption
of Participating Shares. Investors are therefore advised to seek
independent professional advice on the implications of investing in the
Fund.
11
SUBSCRIPTION AND REDEMPTION OF PARTICIPATING SHARES
Recording of Telephone Instructions
Your attention is drawn to the fact that telephone conversations with the Manager
and the Administrator may be recorded.
Subscriptions
Participating Shares in the Fund will be available for subscription by eligible
investors at the Subscription Price per Participating Share. Investors may
subscribe for Participating Shares on any Dealing Day in accordance with the
procedure set out in the Scheme Particulars. Subscriptions may be made in cash
or by way of contributions of assets that comply with the investment objectives
and restrictions of the Fund. All subscriptions in the Fund are subject to
acceptance by the Manager.
Minimum Subscription
At all times the minimum subscription for Participating Shares in the Fund that
will be accepted is US$100,000 or the equivalent value if the subscription is
offered by way of contribution of assets. The Manager may vary this amount but
not so as to reduce it below US$50,000 or to require Shareholders to increase
their holdings in the Fund. Additional subscriptions may be made in any amounts
subject to a minimum of US$50,000 or the equivalent value per application.
Application Procedure
The Participating Shares may be offered, sold or resold only to purchasers who
are outside the United States and not US Persons (as defined in Regulation S
under the Securities Act).

Each purchaser of Participating Shares will be required in the Application Form to
make appropriate representations and warranties as to the foregoing.

Investors are referred to the Scheme Particulars for details of calculation of
Subscription and Redemption Prices and the procedures applicable to the
subscription, redemption and conversion of Participating Shares.

Settlement for cash subscriptions for Participating Shares in the Fund may be
made by telegraphic transfer only to Bank of New York, 48 Wall Street, New York
City, NY 10286, Swift Code IRVTUS3N, ABA No. 021000018 for the account of
Close Bank Guernsey Limited, Swift Code REARGGSP account number 890-
0291-567, for the credit to sub-account Convivo Guernsey Limited, number
560502, quoting the name of the applicant.

For subscriptions in kind, the value of such assets shall be agreed between the
Manager and the prospective investor based on the average of three
independent mid market prices for each asset which it is proposed be
12
contributed. In the absence of agreement, the matter shall be referred to the
Funds auditors whose decision as to the subscription value of the relevant
assets shall be final. The Managers decision as to whether any specific assets
complies with the Funds investment objectives and restrictions shall be final.
Settlement of the asset transfers shall be for the account of the Custodian.

The application may be sent to the Manager by fax to 44 (0) 1481 710001 with
the original following by prepaid post.
Redemption Notice and Procedure
A Shareholder who wishes to redeem all or any part of his holding must give the
Manager notice of his intention before 5:00p.m. not less than 45 days prior to the
relevant Dealing Day, unless the Manager agrees otherwise in any particular
case. Such redemption notice shall be in writing and must be sent to the
Manager at the address shown on the application form. If the redemption notice
is sent by fax, then the original must also follow by pre-paid post. The
Redemption Procedure for the Fund is set out in the Scheme Particulars save
that redemption proceeds will normally be paid on the second Business Day after
the relevant Dealing Day and in any event on or before the fifteenth Business
Day following the relevant Dealing Day.
Compulsory Redemption
The Directors have resolved that they may at their discretion compulsorily
redeem at any time the Participating Shares in the Fund of any Shareholder
which, as a result of a redemption of any part of the Shareholders holding, have
a value of less than US$50,000.

If the Net Asset Value of the Fund is less than US$2 million on each Valuation
Point falling within a period of 4 consecutive months the Directors may on not
less than 90 days notice either compulsorily redeem all the Participating Shares
of the Fund in issue or convert them into Participating Shares of another Cell.
Valuation of the Fund
The Manager shall procure that the Administrator calculates the Net Asset Value
of the Fund on each Valuation Point. The Net Asset Value of the Fund and the
Net Asset Value per Participating Share shall be advised to all Shareholders by
the Manager promptly thereafter.
Publication of Prices
The Subscription Price (exclusive of any initial charge) and the average
Redemption Price in respect of the immediately preceding Valuation Day will be
available on request from the Manager or the Administrator and will be published
following each Dealing Day in the Financial Times and on Reuters (CISXINDEX.)
13
FEES AND EXPENSES
Establishment Costs
All the costs and expenses associated with the organisation and the initial
offering of Participating Shares of the Fund have been written off.
Fees of the Manager
The Manager has agreed with the Company that its management fee in respect
of the Fund shall be 2 per cent of the Net Asset Value per annum payable
monthly in arrears. The Manager shall not be entitled to increase this rate
(subject to the maximum permitted rate of 2.5 per cent) without first giving to
each Shareholder three months written notice of its intention. The Manager is
entitled to an administration charge in part dependent on the level of activity in
the Fund. This charge will not exceed 0.5% per annum of the Net Asset Value.
The Manager will be responsible for the payment of the fees of the Administrator
and the Investment Manager.

The Manager is also entitled to an Incentive Fee from the Fund which is based
on the performance of the Fund and payable annually in arrears if the Fund
achieves a return over the period from the Valuation Point in September in each
year to the Valuation Point in September in the following year (the Incentive
Period) in excess of fifteen percent per annum. The Incentive Fee is calculated
separately for investors who join the Fund during any Incentive Period by
comparing the Net Asset Value per Participating Share of the Fund at the end of
the relevant Incentive Period with the price paid by the investors for their
Participating Shares rather than the Net Asset Value per Participating Share at
the beginning of the Incentive Period in order to determine whether the Fund has
achieved the necessary return. If the Fund achieves a return in excess of 15 per
cent per annum in any Incentive Period, the Incentive Fee payable to the
Manager is 25 per cent of the excess.

If a Shareholder redeems Participating Shares during an Incentive Period the
Manager will calculate the Incentive Fee and the amount of the Incentive Fee (if
any) attributable to the Participating Shares to be redeemed shall be deducted
from the Redemption Price and retained by the Manager. Shareholders should
note that if they have different Shareholdings in the Fund that were acquired on
different dates, then the amount of Incentive Fee, if any, attributable to each
holding may be different.

The method by which the Incentive Fee is calculated is as follows:

1. The following definitions apply:-
Incentive Period means for the period from the Valuation Point in
September in each year to the Valuation Point in September in the following
year;
14
Incentive Group means one or more Shareholders whose Participating
Shares have the same Bench Mark Price;
Bench Mark Price means the notional price of a Participating Share by
reference to which the performance of the Manager is measured to
determine the Incentive Fee;
2. The Incentive Fee in respect of each Incentive Group of the Fund is
calculated according to the following formula:-
Incentive Fee = CRP BP x F x S
Where:
CRP = the Current Redemption Price being the Net Asset Value per
Participating Share or Participating Shares in the relevant
Incentive Group calculated as at the last Valuation Point in the
relevant Incentive Period but including any income which may
have been distributed or excluded from the calculation of the Net
Asset Value and without the deduction of any Incentive Fee
accrued but not due,
BP = the Bench Mark Price applicable to the relevant Incentive
Group,
F = 25 per cent,
S = the number of Participating Shares held by Participating
Shareholders in the relevant Incentive Group.
PROVIDED ALWAYS THAT if the Bench Mark Price is greater than CRP, no
Incentive Fee shall be payable.
3. A Bench Mark Price is calculated separately in respect of each Incentive
Group according to the following formula:
Bench Mark Price = NAV + {(NAV x B) x (N/365)}
Where:
NAV = the Net Asset Value per Participating Share when the
Participating Shares were issued or, for Participating Shares held
at the commencement of an Incentive Period, the Net Asset
Value per Participating Share at the last Valuation Point in the
previous Incentive Period, as the case may be,
B = 15 per cent

N = the number of days elapsed from the Valuation Point immediately
prior to the Dealing Day on which the Participating Shares were
issued or, for Participating Shares held at the commencement of
15
an Incentive Period, from the commencement of that Incentive
Period, as the case may be.
The Manager shall calculate the Incentive Fee in respect of each Incentive Group
at each Valuation Point by reference to the number of days elapsed from the
beginning of the relevant Incentive Period or, in the case of Participating Shares
issued during the relevant Incentive Period, from the date on which they were
issued and in the case of Participating Shares redeemed on any Dealing Day
there shall be deducted from the redemption proceeds and paid to the Manager
the amount (if any) of the Incentive Fee attributable to the Participating Shares
redeemed notwithstanding that such period shall be less than the Incentive
Period. Where a Participating Shareholder redeems Participating Shares which
were issued on different Dealing Days then the Participating Shares shall be
redeemed in the order in which they were issued.
Initial Dealing Charge
The Manager may at its discretion impose an initial dealing charge not exceeding
5% in respect of subscriptions into the Fund.
Fees of the Custodian
The Custodian shall be entitled to be paid an annual fee, monthly in arrears, out
of the property of the Fund equal to 0.1% of the Net Asset Value, subject to a
minimum annual fee of US$20,000.

The Custodian shall be entitled to recover any proper out of pocket expenses
incurred in the discharge of its duties as Custodian of the Fund from the property
of the Fund. Any fees and expenses properly charged or incurred by any
authorised sub custodian shall be paid out of the property of the Fund.
Ongoing Fund Expenses
The following expenses are payable out of the property of the Fund:-

(a) the expenses of printing and distributing reports, accounts and other
circular(s) relating to the Fund to Shareholders;
(b) the expenses of publishing details and prices of Participating Shares in
newspapers and other publications;
(c) the charges and expenses of legal counsel in connection with the Fund or
its relations with Shareholders or otherwise rendered in relation to the Fund
at the request of the Company or the Manager;
(d) the expenses (including, without limitation, legal and accountancy fees and
printing costs) incurred by the Company, the Manager or the Custodian and
any of their delegates in connection with the establishment, promotion and
administration of the Fund and the expenses incurred by the Company, the
16
Manager or the Custodian in connection with the issue of Participating
Shares;
(e) all fiscal and sale or purchase charges and other costs incurred in the
acquisition and disposal of Investments or in relation to safe custody;
(f) all fees payable to the Guernsey Financial Services Commission and the
States of Guernsey Income Tax Authority, any stock exchange and of any
regulatory authority in a country or territory outside Guernsey in which
Participating Shares are or may be marketed;
(g) all expenses properly incurred or to be incurred in the convening of
meetings of Shareholders or in the preparation of supplemental
documentation;
(h) the fees and expenses of the Auditors;
(i) the expenses incurred in the preparation and printing of certificates, tax
vouchers, warrants, proxy cards and contract notes; and
(j) all other charges or fees expressly authorised by the Scheme Particulars,
the Articles of Association of the Company or by law.

1
This Application Form should be completed and sent to Convivo Guernsey Limited

CONVIVO EXOTIC DEBT FUND

APPLICATION FORM
Please read the section Application Procedure of the Supplemental Scheme Particulars.
To: Convivo Guernsey Limited (The Manager),
Applications Department,
PO Box 105,
Trafalgar Court,
Admiral Park,
St Peter Port,
Guernsey, GY1 3EP
Channel Islands;

Tel +44 (0)1481 710607,
Fax +44 (0)1481 710001

I/We hereby apply to subscribe for Participating Redeemable Preference Shares (Shares) at the
subscription price ruling on the Dealing Day in respect of which this application is accepted on the
terms and subject to the conditions set out in the Scheme Particulars of Convivo PCC Limited
(the Company), the Supplemental Scheme Particulars for the Convivo Exotic Debt Fund, being
a separate Cell of the Company (the Fund) and the latest Report and Accounts of the Company.

1 Fund Amount payable (inclusive of initial
charge) or Value of Assets

CONVIVO EXOTIC DEBT FUND USD


The minimum amount which new applicants may invest is US$100,000 (inclusive of the initial
charge). For existing Shareholders any investment amount is acceptable, subject to a minimum
of US$50,000 per application.

Cash Payment by Telegraphic Transfer
I/We have instructed my/our bank to remit the sum(s) specified above with my/our name as
reference to Bank of New York, 48 Wall Street, New York, NY 10286, Swift Code IRVTUS3N,
ABA No 021000018, for account Close Bank Guernsey Limited, Swift Code REARGGSP,
account no. 890-0291-567, for credit to sub-account Convivo Guernsey Limited sub-account no.
560502.
Name and address of bank instructed to make payment by telegraphic transfer:


Name



Address



Tel No



Fax No

The above bank has been instructed to inform you by Swift of this payment.
2
Declarations

I/We hereby declare that the Participating Shares are not being acquired in violation of any
applicable law and that the Participating Shares will not be owned beneficially by a person under
18 years of age.

I/We hereby declare that I/we are not resident for tax purposes within the islands of Guernsey,
Alderney or Herm. If you do not make this declaration or you request that your Participating
Shares are registered at a Guernsey address, then tax at the standard Guernsey rate of 20% will
be withheld from any distributions of income.

I/We represent that none of the undersigned nor any person or company for whose account the
undersigned is acquiring the Participating Shares is a US Person (please see Scheme Particulars
for the definition of such term).

I/We hereby understand that, in the case of Shares issued in non-certificated form, a holder
number will be allocated to me/us on the contract note issued and I/we must quote this number
on all correspondence with the Manager which shall not act upon any instruction unless it
contains such holder number.

I/We further understand that, in the case of Participating Shares issued in non-certificated form,
the Manager is authorised to accept and execute any instructions given by facsimile or otherwise
in writing in respect of such Participating Shares irrespective of the amount and, in the case of
transfers, of the name or signature of the transferee and the Manager shall not be required in any
such case to require proof of identity, but shall be entitled to accept my/our holder number as
proof of authenticity.

An investment in the Fund should be regarded as long term in nature and should form only part of
a balanced investment portfolio it is only suitable for experienced investors who appreciate the
risks involved. Investors may not recoup the amount originally invested.

I/We have read and understood the Scheme Particulars and the Supplemental Scheme
Particulars and where necessary have provided the relevant documentation to comply with the
Managers Prevention of Money Laundering and Countering the Financing of Terrorism
obligations.

I/We further understand that without prejudice to the general warning contained in this form the
Fund will be exposed to certain risks associated with investment in emerging markets.

I/We request that my/our Participating Shares be registered in the name(s) specified below:

2. Signature of Applicant 3. Date

___________________________________ _______ ______________________

4. Registration Details: (Please use block capitals)

Name (in full) ____________________________________________________________

Address _____________________________________________________________

_____________________________________________________________

_____________________________________________________________

Telephone No: _____________________________ Nationality _____________

All joint applicants (up to a maximum of four persons) must sign this application.
3
Joint Applicants (Please use block capitals)


Name (in full) ___________________________________________________________

Address ___________________________________________________________

___________________________________________________________

___________________________________________________________

Telephone No: _____________________________ Nationality ______________

Signature ___________________________________________________________

Name (in full) ___________________________________________________________

Address ___________________________________________________________

___________________________________________________________

___________________________________________________________

Telephone No: _____________________________ Nationality ______________

Signature ___________________________________________________________

Name (in full) _____________________________________________________________

Address _____________________________________________________________

_____________________________________________________________

_____________________________________________________________

Telephone No: _____________________________ Nationality ________________

Signature _____________________________________________________________

All communications will be sent to the first named registered holder. However, all joint applicants
must sign this application.
If this form is signed by an attorney or other agent, the original or a certified copy of the authority
of the attorney or agent must accompany this form.
A corporation should execute under its common seal or sign by a duly authorised officer who
should state his representative capacity. The Manager will also require a certified copy of the
authorised signatory list.
4

6. Redemption Payment Instructions (this section must be completed if your shares are to be
issued in registered form i.e. no share certificate is required. If you require a share certificate
please go to section 7 below)

US$ Correspondent Bank_____________________________________________________

Address___________________________________________________________________

Account Name______________________________________________________________

Account Number____________________________________________________________

Sub Account Name__________________________________________________________

Sub Account Number________________________________________________________

7. Certificated Shares (if applicable)

If you wish to receive a share certificate in respect of this application please insert a tick in this
box ___

Please insert below the name and address of the person to whom the certificate is to be sent, if it
is not to be sent to the applicant at the address shown above. Note any certificate will be sent at
the responsibility of the applicant.

Name (in full)_______________________________________________________________

Address___________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________


Brokers Stamp (only if applicable)