Investor Relations

Frequently Asked Questions

The common units of Conversus Capital, L.P. ("CCAP") and related restricted depositary units ("RDUs") are subject to a number of ownership and transfer restrictions. Although the following information may answer some of the questions that you may have regarding ownership and transferability of the common units and RDUs, it is not intended to be all-inclusive or to constitute specific legal advice. The effect of these limitations may depend on the individual circumstances of each investor. CCAP is a limited partnership organized under the laws of Guernsey. Unit holders and prospective unit holders should consult with their own financial, legal and tax advisors concerning the tax consequences of investing in the common units or RDUs of CCAP and regarding any required tax or other regulatory filings.


General


Why did CCAP impose restrictions on the ownership and transferability of its
common units and RDUs?

CCAP imposed restrictions on the ownership and transferability of its common units and RDUs principally so that (1) it would qualify for applicable exemptions from registration as an investment company under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and related rules and (2) it would avoid the risk of potential adverse implications to itself and unitholders that could arise under the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and similar laws.

How long will these restrictions remain in effect?

You should expect that the ownership and transfer restrictions applicable to both the common units and the RDUs will remain in effect indefinitely.

Do the restrictions vary depending on whether you are a holder of common units or RDUs?

Yes. Please see below.

Are there legends on the common units and RDUs that identify the applicable ownership and transfer restrictions?

Yes. The common units and RDUs each bear legends that identify the ownership and transfer restrictions set forth herein.

Why are there different restrictions applicable to the common units and RDUs?

The common units have been offered and sold only outside of the United States and to non-U.S. persons in reliance on an exemption from registration provided by Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The RDUs have been offered and sold within the United States and to U.S. persons pursuant to other exemptions from registration under the U.S. Securities Act.

Who is a "U.S. person"?

A "U.S. person" is any natural person resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, any estate of which any executor or administrator is a U.S. person, any trust of which any trustee is a U.S. person, any agency or branch of a foreign entity located in the United States, any nondiscretionary account of similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. person and any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States. A partnership or organization is also a U.S. person if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. person principally for the purpose of investing in unregistered securities, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. Please refer to Rule 902(k) of the U.S. Securities Act for a complete definition of a U.S. person.

I am a U.S. person. Am I permitted to hold either common units or RDUs?

U.S. persons should hold their ownership interests in CCAP in the form of RDUs. Non-U.S. persons may hold their ownership interests directly in the form of common units.

Can any U.S. person acquire RDUs?

No. Any U.S. person seeking to acquire RDUs (i) must be a "qualified purchaser" (as defined in the U.S. Investment Company Act and related rules); (ii) must be a "qualified institutional buyer" (as defined in Rule 144A under the U.S. Securities Act) or must acquire the RDUs through an alternative exemption from registration under the U.S. Securities Act; and (iii) must not utilize assets of any Plan (as defined below) to acquire or hold the RDUs or any beneficial interest therein.

Do I make any representations and acknowledgements when I acquire RDUs?

Yes. Persons acquiring RDUs are required to execute and deliver either a "U.S. Transferee's Letter"
(in the case of a transfer of RDUs) or a "Depositor's Letter" (in the case of a transfer of common units to a person who takes delivery of the securities in the form of RDUs). The U.S. Transferee's Letter and the Depositor's Letter include certain written representations, agreements and acknowledgements relating to the ownership and transfer restrictions applicable to the RDUs. Forms of these documents are available elsewhere on this website.

Do I make any representations and acknowledgements when I acquire common units?

Yes. Each person acquiring common units will be deemed to have represented, agreed and acknowledged that (1) it is either (a) outside the United States and not a U.S. person or (b) a qualified purchaser, (2) it will not offer, resell, pledge or otherwise transfer the common units or a beneficial interest therein in the United States or to a U.S. person other than to a qualified purchaser and (3) no portion of the assets used by it to acquire or hold the common units or a beneficial interest therein constitutes or will constitute the assets of a Plan (as defined below).




Ownership Restrictions—U.S. Investment Company Act and U.S. Securities Act


Who are qualified purchasers?

Subject to certain exceptions, to be a qualified purchaser, a natural person must have at least $5 million in "investments" and an institution must have at least $25 million in "investments," in each case as defined in Rule 2a51-l under the U.S. Investment Company Act. Please refer to Section 2(a)(51)(A) of the U.S. Investment Company Act for a complete definition of a qualified purchaser.

Who are qualified institutional buyers?

Qualified institutional buyers primarily refers to institutions that manage at least $100 million in securities including banks, savings and loans institutions, insurance companies, investment companies, employee benefit plans or an entity owned entirely by qualified investors. Qualified institutional buyers also include registered broker-dealers owning and investing, on a discretionary basis, $10 million in securities of non-affiliates. Please refer to Rule 144A under the U.S. Securities Act for a complete definition of a qualified institutional buyer.

I am a U.S. person but not a qualified purchaser. May I acquire common units or RDUs?

No. Investing in CCAP is not permitted by any U.S. person who is not a qualified purchaser.

What if I acquire common units or RDUs in violation of this requirement?

To the extent that CCAP becomes aware that any U.S. person was not a qualified purchaser at the time it acquires common units or RDUs, it is permitted to require the transfer of such securities to an authorized person. Pending such transfer, CCAP is authorized to suspend the exercise of any special consent rights, any rights to receive notice of, or attend, a meeting of CCAP's partnership and any rights to receive distributions with respect to such securities.



Ownership Restrictions—ERISA


Are there any limitations on the types of assets that a person may use to acquire common units or RDUs?

Yes. Each purchaser of common units will be deemed to have represented, agreed and acknowledged
that no portion of the assets used to acquire or hold the common units or a beneficial interest therein constitutes or will constitute the assets of an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) that is subject to Title I of ERISA, a plan, individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Internal Revenue Code or provisions under any Similar Law (as defined below) or an entity whose assets underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, a "Plan"). Each purchaser of RDUs will be required to make these same representations and acknowledgments in a U.S. Transferee's Letter or Depositor's Letter as mentioned above.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring the common units on behalf of, or with the assets of, any employee benefit plan, consult with their counsel to determine whether such employee benefit plan is subject to Title I of ERISA, Section 4975 of the U.S. Internal Revenue Code or any Similar Law.

What is a Similar Law?

A Similar Law refers to governmental plans, certain church plans and non-U.S. plans, while not subject to Title I of ERISA or Section 4975 of the U.S. Internal Revenue Code, may nevertheless be subject to other state, local, non-U.S. or other laws or regulations that would have the same effect as Title I of ERISA or Section 4975 of the U.S. Internal Revenue Code, pursuant to U.S. Department of Labor regulations promulgated under ERISA by the U.S. Department of Labor and codified at 29 C.F.R. Section 2510.3-101 (the "Plan Asset Regulations") so as to cause the underlying assets of CCAP to be treated as assets of an investing entity by virtue of its investment (or any beneficial interest) in CCAP and thereby subject it and its managing general partner or its managing investment partner (or other persons responsible for the investment and operation of CCAP's assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the U.S. Internal Revenue Code.

What are the consequences if I use the assets of a Plan to acquire or hold common units or RDUs in violation of the foregoing restrictions?

Transfers of the common units or RDUs, or beneficial interests therein, to a person using the assets of a Plan will be void and have no force and effect and will not operate to transfer any rights to such person notwithstanding any instruction to the contrary to CCAP or any of its agents. Notwithstanding the foregoing, if any such transfer is not treated as being void for any reason (including as a result of acquisition on any exchange on which those securities are listed), the security will automatically be transferred to a charitable trust for the benefit of a charitable beneficiary and the purported holder will have no right in the common units. Transfer Restrictions Applicable to the RDUs.



Transfer Restrictions Applicable to the RDUs


Who is permitted to be a transferee of the RDUs?

RDUs and any beneficial interest therein may be transferred to (1) a non-U.S. person in an offshore transaction pursuant to Regulation S or (2) to a person that is within the United States or that is a U.S. person and who is a qualified purchaser, provided that such person does not and will not use the assets of any Plan to acquire or hold the RDUs or any beneficial interest therein.

What do I need to deliver in order to transfer my RDUs?

In the case of a transfer of RDUs to a person who is within the United States or a U.S. person, the transferee will be required to execute and deliver a U.S. Transferee's Letter in the form set forth on this website. In the case of a transfer of RDUs to a non-U.S. person in an offshore transaction pursuant to Regulation S, the transferor will be required to surrender the Restricted Depositary Receipts ("RDRs") evidencing such RDUs and will be required to agree and acknowledge in writing that the transferee is a person outside the United States and not known by the transferor to be a U.S. person by executing and delivering a "Surrender Letter" in the form set forth on this website.

I am a U.S. person who is a qualified purchaser and I am seeking to acquire RDUs. I have executed and delivered a U.S. Transferee's Letter or Depositor's Letter. Are there any other certifications or information that I am required to provide relating to the transfer of the RDUs?

If you are a qualified institutional buyer that is acquiring RDUs pursuant to Rule 144A, no. If you are not a qualified institutional buyer, CCAP and the designated depositary may require the delivery of an opinion of counsel or other certifications or information in order to become satisfied that the transfer will occur pursuant to an applicable exemption from the U.S. Securities Act.



Transfer Restrictions Applicable to the Common Units


Who is permitted to be a transferee of the common units?

Common units, or any beneficial interest therein, may be transferred to either (1) a person who is outside the United States and not a U.S. person or (2) a qualified purchaser, provided in each case that such person does not and will not use the assets of any Plan to acquire or hold the common units or any beneficial interest therein.

What do I need to deliver in order to transfer my common units?

You do not need to deliver any certifications if you are transferring common units. If the transferee takes delivery of the securities in the form of common units, the transferee will be deemed to have represented, agreed and acknowledged that (1) it is either (a) outside the United States and not a U.S. person or (b) a qualified purchaser, (2) it will not offer, resell, pledge or otherwise transfer the common units or a beneficial interest therein in the United States or to a U.S. person other than to a qualified purchaser and (3) no portion of the assets used by it to acquire or hold the common units or a beneficial interest therein constitutes or will constitute the assets of a Plan (as defined below). If the transferee takes delivery of the securities in the form of RDUs, the transferee will be required to execute and deliver a Depositor's Letter in the form
set forth elsewhere on this website. The Depositor's Letter includes certain written representations, agreements and acknowledgements relating to the ownership and transfer restrictions applicable
to the RDUs.