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EUROPEAN SOLAR FUND I Greenroom Investments ICAV is regulated by the Central Bank of Ireland 8.5% gross fixed annual return 8 year term 5 year redemption possible* Ethical investment in renewable energy Operational assets; no development risk Available for pension investments *Subject to Terms & Conditions set out in the prospectus

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Page 1: EUROPEAN SOLAR FUND Isolar21.ie.gridhosted.co.uk/wp-content/uploads/2016/03/GreenRoom... · GREENROOM INVESTMENTS Greenroom Investments is an Irish collective asset-management vehicle

EUROPEAN SOLAR FUND I

Greenroom Investments ICAV is regulated by the Central Bank of Ireland

8.5% gross fi xed annual return

8 year term

5 year redemption possible*

Ethical investment in renewable energy

Operational assets; no development risk

Available for pension investments

*Subject to Terms & Conditions set out in the prospectus

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A NEW ERA OF INVESTMENT MANAGEMENT IS HERE.

MAKE YOURSELF COMFORTABLE.

WELCOME TO GREENROOM INVESTMENTS.

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EUROPEAN SOLAR FUND I

HERE COMES THE SUN

A new era of investment management has arrivedThe European Solar Fund I gives qualifying investors the opportunity to achieve an attractive fixed annual return over the medium to long term in a dynamic sector of the renewable energy market: photovoltaic* solar park installations.

The European Solar Fund I addresses three of the most crucial issues of our age: global energy demand, the environmental impact of fossil fuels, and the need for energy security. The demand and resulting investment in renewable energy has seen steady growth over the last 10 years with solar power being a substantial part of this, as shown in the graph below.

EthicalWe deliver what investors most want – expertise and above-average returns – and we offer what a growing number of investors seek: ethical, eco-friendly opportunities. An investment in the European Solar Fund I is an investment in clean, renewable energy production. More than that, it is an investment in the future; one where alternatives to fossil fuel bear a greater share in generating the energy needed to power our planet.

Operational AssetsThe European Solar Fund I is seeking to raise funds for direct investment in solar electricity production in EU Member States. The European Solar Fund I will acquire and operate grid-connected, energy-producing photovoltaic facilities, known as solar parks, capable of generating electricity at utility scale. Because our policy is only to purchase grid-connected assets that are fully operational or ready to produce energy, they have no development risk, but offer the greatest potential for long-term return.

Government-backed revenueUtility scale Solar Parks acquired by the European Solar Fund I will seek to generate a steady stream of income from the energy produced by benefiting from Feed-In Tariffs, which are Government incentives for producing electricity from renewable sources and by way of a legally-binding power purchase agreement with a utility company.

*Photovoltaics (PV) is a method of generating electrical power by converting solar radiation into direct current electricity using semiconductors that exhibit the photovoltaic effect.

Note: Total values include estimates for undisclosed deals. Excludes corporate and government R&D, and spending for digital energy and energy storage projects (reported in annual statistics only). Source: Bloomberg New Energy Finance

9.312.2

9.010.613.5

20.4

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20.621.9

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61.457.9

73.670.770.0

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2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 '15

Wind Solar Biofuels Other

Q1 2004-Q2 2015 ($BN)

NEW INVESTMENT IN CLEAN ENERGY BY SECTOR

Wind

Solar

Biofuels

Other

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Why invest in European Solar Fund I? > 8.5% gross fixed annual return > Minimum initial investment of €100,000> Ethical investment> Investment backed by operational renewable energy assets> Capital fully repaid on exit> Regulated by the Central Bank of Ireland> Experienced team with solid track record investing in renewable energy.

What you get from your investment > Fixed income over the investment period > Innovative Holdback Account for the protection of Shareholders> An alternative investment to some of the more volatile asset classes> An inherently risk-averse, transparent structure and approach to

asset management> Risk mitigated through the deployment of extended warranties,

insurance and interest rate hedges> Using scalability and its industry network, the European Solar Fund I

is well positioned to reduce the cost of these hedges over time and subsequently further enhance the return profile of the overall portfolio.

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OUR PARTNERS To deliver this exciting investment opportunity, Greenroom has partnered with respected and prestigious advisors, including experts in funds administration, valuations, auditing and Irish law, together with consultants in the solar power sector. This way, investors are assured of exceptional service delivered to the highest standards, direct experience in the market, and a commitment to fi duciary duty.

MANAGERQuayside Fund Management LimitedQuayside Fund Management Limited provides management services to alternative investment funds. Quayside Fund Management Limited is authorised and regulated by the Central Bank of Ireland. DEPOSITARYSEI Investments Trustee and Custodial Services (Ireland) LimitedSEI Investments Trustee and Custodial Services (Ireland) Limited] has been appointed by the Fund to act as depositary for all of the assets of the Fund and each Sub-Fund under the terms of a Depositary Agreement. SEI manages or administers US$661 billion in mutual fund and pooled or separately managed assets.

ADMINISTRATOR SEI Investments - Global Fund Services LimitedSEI Investments - Global Fund Services Limited has been appointed by the Fund to act as administrator, registrar and transfer agent. It will have the responsibility for the administration of the Fund’s and each Sub-Fund’s affairs, including the calculation of the Net Asset Value and preparation of the accounts of the Fund. AUDITORS KPMGThe auditors to the Fund are KPMG. One of the world’s largest professional services companies, it works with clients in all sectors of Irish business through its range of tax, audit and advisory services. LEGAL ADVISORS AS TO IRISH LAWLK Shields SolicitorsThe legal advisers to the Fund as to Irish Law are LK Shields Solicitors, a leading Irish corporate and commercial law fi rm. Its clients include Irish and international businesses, fi nancial institutions and public bodies.

VALUATION ADVISOR FOR FINANCIAL REPORTING AND INVESTMENT APPRAISALEYEY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services they deliver help build trust and confi dence in the capital markets and in economies the world over. INVESTMENT CONSULTANTSolar 21The investment consultant to the Fund is Solar Clear Limited, trading as Solar 21. It is an Irish renewable energy investment advisory company which has a proven track record in acquiring, managing, controlling and optimising European photovoltaic assets since 2010. RISK CONSULTANTGreen Zone ConsultingGreen Zone Consulting Ltd is a company specialising in mergers and acquisitions in the renewable energy sector. GZC is well established in the green sector providing advisory and consultancy services on offshore wind, PV and CPV solar and biomass assets.

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ABOUT GREENROOM INVESTMENTS Greenroom Investments is an Irish collective asset-management vehicle (ICAV) with variable capital and limited liability which has been authorised by the Central Bank of Ireland as a Qualifying Investor Alternative Investment Fund (QIAIF). The Fund was authorised in Ireland on 2nd of July 2015 with registered number C139000. The European Solar Fund I is an open-ended with limited liquidity Sub-Fund.

Greenroom Investments was established in response to increased demand from investors in Solar 21 for a regulated, transparent investment vehicle. This has been achieved through bringing together companies who hold specifi c expertise in the regulated arena and combining these with the investment expertise held by Solar 21 acting as Investment Consultant to the fund. Solar 21 owns a large portfolio of operational renewable energy facilities including photovoltaic parks. Since inception it has generated fi xed annual returns for investors, out-performing traditional asset classes and with a typically lower correlation to global stock markets.

Greenroom Investments’ directors have a proven track record in fi nancial markets and the renewable energy sector. The fund has an independent Chairman backed by board members who are also directors of Solar 21. Quayside Fund Management fulfi ls the Alternative Investment Fund Manager (AIFM) role and provides oversight of all investment decisions. All partners and their roles are outlined in detail overleaf. Together Greenroom’s team boasts extensive experience in alternative investment management, depositary and administration services, audit and valuations as well as renewable

energy mergers and acquisitions, operations and maintenance an in-house technical engineering.

What makes Greenroom Investments different? Unlike other investment opportunities, Greenroom Investments’ European Solar Fund I provides a fi xed annual return to investors over an 8 year term with capital fully repaid at the end of the term. The fund seeks to align itself with investor’s goals by implementing a unique Holdback facility. To protect shareholders, 70% of any dividends exceeding the target return, earned annually over the fund term, will be allocated to a ring-fenced account maintained with the Depositary (SEI Investments Trustee and Custodial Services (Ireland) Ltd.), to be called the Holdback Account.

The European Solar Fund I focuses only on investments in seasoned Photovoltaic assets which are already producing energy and are in receipt of long-term feed-in tariffs and power purchase agreements. It makes no investment in corporate bonds or derivatives, including those related to renewable energy production, as this does not allow the Fund to deploy its yield optimisation methods fully, which is one of the cornerstones in Greenroom Investments’ asset management strategy and expertise.

The consultants contracted to the fund have established track records in successfully acquiring, managing and optimising Photovoltaic assets in Europe. This has resulted in stable growth of investors and assets whilst further deepening the expertise, know-how and network required to operate their business models on a larger scale. The European Solar Fund I is perfectly

positioned to successfully acquire and manage Photovoltaic assets in the small to mid-sized segment of the market.

The Fund’s principal object is the collective investment of its assets with the aim of spreading investment risk and giving members of the Fund the benefi t of the results of the management of its funds.

Who can invest in the European Solar Fund I? The Fund is open to institutional investors (designated as Class “A” shareholders) with a minimum subscription of €1,000,000. The Fund is also open to qualifi ed, experienced investors (designated as Class “B” shareholders), who are willing to make a direct investment of €100,000 minimum. The investment is also available via self-administered pension and self-directed structures (additional charges may apply). Friends First have confi rmed that the Greenroom European Solar Fund I is an admissible asset which can be accessed through their Self Directed Investment Option (SDIO).

Please contact your Financial Advisor for further information on the qualifying criteria and subscription process.

How the fund works The European Solar Fund I is a private equity type fund and will invest in debt and equity instruments issued by special purpose vehicles (“SPVs”) which own and control Solar Parks in Europe identifi ed by the Directors. Borrowing will be at SPV level only. The maximum aggregate borrowing by all SPVs will be four times the amount of original capital invested by Shareholders i.e. 80% debt: 20% equity.

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INVESTMENT STRUCTURE

Class A, B & C Shareholders

Equity for Investment Return on Investment

Equity for Investment Return on Investment

Solar Park Solar Park Solar Park

Holding Company Holding CompanyHolding Company

SPV

>

> >

> >>

> >

> > > > > >Equity & Debt Interest Dividends Equity & Debt Interest Dividends Equity & Debt Interest Dividends

Return on Investment Return on Investment Return on Investment

> >

The EUROPEAN SOLAR FUND Ia sub-fund ofGREENROOM

INVESTMENTS ICAV

Regulated by the Central Bank of Ireland

>

>>

>

Annual Dividend to Class A and Class B Shareholders

>>

70% of excess Dividend to Escrow Holdback Account

Excess Dividend to the Class C Shareholders

WHAT IS THE HOLDBACK ACCOUNT? To protect shareholders, 70% of any dividends exceeding the target return, earned annually over the fund term, will be allocated to an account maintained with the Depositary, to be called the Holdback Account. The Holdback Account may invest 100% of its net assets in the shares of collective investment schemes. The objective of the Holdback Account is to maximise monies received, consistent with preserving capital by investing in a diversifi ed portfolio of high-quality euro-denominated short-term debt and debt-related instruments. The Holdback Account may also hold ancillary liquid assets such as bank deposits.

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HOW WILL THE DIVIDENDS WORK? Subject to any amounts withheld as holdback (see below), dividends, if any, will be returned to Shareholders in proportion to the number of Shares held by them and in such manner (e.g. electronic transfer) as may be agreed with the Shareholder. Dividends are based on the total amount invested by an Investor in the European Solar Fund I, less the Subscription Fee and are payable annually in arrears. Dividends will be paid to shareholders after application of the following order of priority on each payment date:

(a) Class “A” Shareholders:First, to Class “A” Shareholders up to a gross maximum 8.5% per annum of their Total Net Investment (b) Class “B” Shareholders:Second, to Class “B” Shareholders up to a gross maximum of 8.5% per annum of their Total Net Investment These represent the Target Return to class “A” and Class “B” Shareholders.

(c) Class “C” Shareholders:Third, to Class “C” Shareholders any amounts remaining following the payment of the Target Return to Class “A” and “B” Shareholders subject to the deduction of Holdback (as described below).

The first Dividend payable to Class “A” and Class “B“ Shareholders will be 18 months after the date of that Shareholders initial allocation of Shares in the European Solar Fund I and annually thereafter.

WHAT ARE THE CHARGES AND FEES? Fees applicable to investors are outlined in the sections on Subscription fees and Management fees below. Full details of the fees necessary to operate the fund are outlined in the Prospectus under the heading “Charges and Expenses”.

Subscription FeeThe Subscription Fee is payable to the Manager by Investors on subscription. The Total Net Investment is calculated as the Subscription amount less the Subscription Fee. Annual dividends are calculated based on the Total Net Investment. > Class “A” Shares - Up to a

maximum of 1% of the amount subscribed at the discretion of the Directors. Total Net Investment will be 99% of the Subscription Amount.

> Class “B” Shares - Up to a maximum of 3% of the amount subscribed at the discretion of the Directors. Total Net Investment will be 97% of the Subscription Amount.

The subscription fee for Class B shares is used for broker remuneration purposes. Management feesManagement fees are deducted annually based on Total Net Investment. > Class “A” Shares - Up to a

maximum of 1% per annum.> Class “B” Shares - Up to a

maximum of 1.5% per annum.

HOW ARE THE DIVIDENDS CALCULATED?

ExAMPLE BASED ON €100,000 INVESTMENT IN CLASS “B” SHARES

Class A SharesInitial Subscription Price: €1,000 per ShareLess Subscription Fee at 1%: €10 per Share Total Net Investment: €990 per ShareGross Earnings per Share: €84.15 per Share = 8.5% of Total Net InvestmentAnnual Management Charge: Up to 1% of Total Net Investment Class B SharesInitial Subscription Price: €1,000 per ShareLess Subscription Fee at 3%: €30 per ShareTotal Net Investment: €970 per ShareGross Earnings per Share: €82.45 per Share = 8.5% of Total Net InvestmentAnnual Management Charge: Up to 1.5% of Total Net Investment

Initial Subscription: €100,000 Less Subscription Fee at 3%: €3,000Total Net Investment: €97,000

Gross Earnings per annum: (8.5% of Total Net Investment) €8,245Annual Management Charge at 1.5%: €1,455Annual Dividend: €6,790

Cumulative Dividend over 8 years: €54,320Capital returned at end of term: €100,000

This example is for illustration purposes only and does not take taxes into account. This is not a reliable guide to future performance of your investment.

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HOW YOU CAN APPLY The initial minimum subscription for institutional investors (designated as Class “A” shareholders) is €1,000,000. For qualifying investors (designated as Class “B” shareholders), direct investment must be a minimum of at least €100,000. The investment is also available via self-administered pension and self-directed structures (additional charges may apply). Friends First have confirmed that the Greenroom European Solar Fund I is an admissible asset which can be accessed through their Self Directed Investment Option (SDIO). Investors may only subscribe to the fund on specific dealing days for subscriptions pre-determined by the Directors. To find out more about the qualifying criteria and subscription process and to submit an application to the European Solar Fund I, please contact your broker or financial advisor.

WHEN CAN YOU REDEEM YOUR INVESTMENT? The minimum term of the fund is eight years. Redemption for Class “B” Shares is based on 100% of the initial subscription amount i.e. the redemption amount includes the initial subscription fee of up to 3%. At the end of the Sub-Fund Term, Shareholders will have the option of either redeeming

their Shares at the current Net Asset Value or transferring their investment into a successor fund set up by the Manager or its Affiliates. The Directors of the Fund, may, at their discretion, extend for a maximum of two further periods of one year to allow for disposal of Investments..

WHAT HAPPENS IF YOU WANT TO EXIT BEFORE THE TERM EXPIRES? The Directors have designated 1 June 2020 as a Dealing Day for Redemptions. Shares in the European Solar Fund I may, in limited circumstances, be redeemed on such Business Days as the Directors in their absolute discretion may decide and notify to Shareholders in advance. Please refer to the prospectus for full details of redemptions.

WHERE CAN YOU FIND OUT MORE? Copies of the following documents may be inspected and copied and are obtainable from the registered office of the Fund at the address set out in the List of Parties and Addresses by Shareholders and prospective investors, free of charge, during normal business hours on weekdays (Saturdays and public holidays excepted):

> The Prospectus> The Instrument of

Incorporation (IOI) of the Fund> The Act*, the Alternative

Investment Fund Managers Directive (AIFMD) Legislation, the Alternative Investment Fund (AIF) Rulebook issued by the Central Bank of Ireland and updated from time to time

> The latest annual report of the Fund or its individual Sub-Funds (if available)

> The latest Net Asset Value of the Fund (or the latest market price per Share of each Class or Sub-Fund of the Fund)

> The agreements with the Manager, the Administrator and the Depositary summarised in the prospectus.

Where it is available, the historical performance of a Sub-Fund can be obtained from the Fund by any Shareholder. The Fund will also make issue and redemption prices of its Shares available promptly to Shareholders on request. The Fund will furnish annual audited reports to its Shareholders containing financial statements examined by the Fund’s independent auditors. The reports will be distributed at the close of the financial year-end and upon completion of auditing. The annual audited reports will be sent to Shareholders within six months of the end of the financial year.

*The Irish Collective Asset-management Vehicles Act 2015 as amended, supplemented or re-enacted from time to time.

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WHAT ARE THE RISKS?Leveraged investments are by their nature subject to a high degree of risk. The value of each Share and the return in each accounting period may fl uctuate. A decline in the market price of electricity could materially adversely affect the European Solar Fund I’s revenues and fi nancial condition. Similarly, a decline in the costs of other sources of electricity generation such as fossil fuels or nuclear power, could reduce the wholesale price of electricity and thus the price achieved for electricity generated by Solar Parks. > Investors should note the potential for above-average risk associated with an investment in the Fund> Investment should only be undertaken by people in a position to take such a risk> The price of the Shares as well as any income in the Fund may fall as well as rise> Risks include the possible loss of all or part of the entire amount invested> The difference at any one time between the sale and repurchase price of Shares means that an investment in the Fund should be viewed as medium to long term. Prospective Investors should give careful consideration to the aforementioned risk factors, which are not exhaustive, in evaluating the merits and suitability of an investment in the Fund.

Independent advice should be sought and satisfaction obtained as to the suitability of an investment into the European Solar Fund I. Prospective Investors should consult with their fi nancial advisor, accountant or other professional advisor having regard to the risks associated with an investment in the European Solar Fund I, the Investors own fi nancial circumstances and their tax position. For more detailed information about the investment and the associated risks, prospective investors are advised to consult the detailed prospectus.

A NEW WAVE OF INVESTMENT OPPORTUNITY IS HERE. FIND OUT HOW YOU CAN HARNESS GREENROOM’S POTENTIAL. TALK TO US TODAY.

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I’D PUT MY MONEY ON THE SUN AND SOLAR ENERGY.

WHAT A SOURCE OF POWER! I HOPE WE DON’T HAVE

TO WAIT UNTIL OIL AND COAL RUN OUT BEFORE

WE TACKLE THAT. Thomas Edison, 1931

I’D PUT MY MONEY ON THE SUN AND SOLAR ENERGY.

WHAT A SOURCE OF POWER! I HOPE WE DON’T HAVE

TO WAIT UNTIL OIL AND COAL RUN OUT BEFORE

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WARNINGS

> The value of your investment may fall as well as rise. Returns may be less than your initial investment> The risks of investing in this product include the possible loss of the full amount invested> Past performance of similar funds is not a reliable indication of future performance> Changes in relation to projected power prices, or the amount of electricity generated by the solar farms, may reduce the level of dividends received by shareholders.

TERMS AND CONDITIONS

This document is for illustration purposes only and should not be treated as an invitation to invest.

You should base any subsequent decision to invest on the full prospectus and fund supplement. These will include full terms and conditions, and a more detailed description of the investment opportunity and the risks associated.

The promoter of this Investment is Greenroom Investments ICAV, which is regulated by the Central Bank of Ireland. For further details, please consult your fi nancial advisor or visit our website at www.greenroominvestments.ie.

Greenroom Investments ICAV Rathcoole Premier Offi ce CentreMain Street, Rathcoole Co. Dublin, Ireland

[email protected] +353 (0)1 4586580

WE’RE THE FIRST GENERATION TO FEEL THE IMPACT OF CLIMATE CHANGE; WE’RE THE LAST GENERATION THAT CAN DO SOMETHING ABOUT IT. WE ONLY GET ONE HOME. WE ONLY GET ONE PLANET. THERE’S NO PLAN B.President Obama announcing the Clean Power Plan, 3rd August 2015