BASALTO (referred to as the "Fund") is an alternative investment fund registered in Portugal and managed by STAG (the "Fund Manager"). The Fund is exclusively administered by the Fund Manager. The Fund is exclusively promoted by the Fund Manager directly or through one sole tied agent supervised by the Fund. The content of this document is solely the responsibility of the Fund Manager.

This document does not constitute a due diligence review, nor does it serve as an offer or solicitation to buy or sell Fund ́s units. Prospective investors should be aware that acceptance into the Fund is subject to a thorough KYC (know Your Costumer)process conducted by the Fund Manager, which may result in rejection if eligibility criteria are not met or if required documentation is not provided.

The information provided in this document is for informational purposes only and shall not be understood in any circumstance as financial or investment advice. The Fund Manager does not guarantee the accuracy or completeness of the information. Investing in alternative investment funds carries inherent risks, including the possibility of total capital loss. It is important to carefully evaluate these risks and to ensure that investment decisions align with individual financial goals and risk tolerance.

Therefore, investors strongly encouraged to perform their own due diligence, seek independent professional advice, and assess the legal, regulatory, tax, and investment implications and risks associated before making any investment decision.

The value of investments, along with any returns generated, may change in whole or in part due to external market conditions. Although the Fund Manager remains committed to its investment strategy, investors should shall additionally recognize that participation in the Fund carries the risk of total capital loss.

The Fund adheres to all applicable legal and regulatory requirements to ensure compliance and protect investor interests. This includes maintaining proper documentation, following reporting standards, and implementing best practices in governance and accountability.

The Fund Manager therefore accepts no responsibility for any possible damage or loss resulting directly or indirectly from the use of the information presented, regardless of the form or nature it may take.

This document contains confidential information and is intended solely for the recipient's use. It may not be copied, distributed, shared, or published, in whole or in part, without prior written consent from the Fund Manager.

1. What is the Basalto Fund? 

The Basalto Fund is a Portuguese closed-ended alternative investment fund (“Fundo de Investimento Alternativo Fechado”) managed by STAG Fund Management SCR S.A. It is registered with the CMVM under number 2231 and is open to both professional and non-professional investors.  

2. Who manages the Fund? 

The Fund is managed by STAG Fund Management SCR S.A., a regulated fund management company based in Lisbon, Portugal. It is responsible for the administration, asset selection, compliance, and reporting related to the Fund. 

3. What are the fund’s investment objectives and strategy? 

The fund seeks to:  
- Build a diversified portfolio of assets, primarily targeting Portuguese-based companies (minimum 60% of NAV). 
- Invest in equity, debt, and alternative financial instruments, including digital assets (e.g., Bitcoin via indirect exposure). 
- Avoid direct or indirect investment in real estate development or renovation. 

4. What is the duration of the fund? 

The fund has a fixed term of 8 years, starting from the first capital payment date by its unit holders. Extensions may be voted by the general meeting.  

5. Can the Fund be changed or extended? 

Yes. Changes such as capital increases or reductions must be approved by a General Meeting. The Fund’s duration may be extended by 1–8 years upon proposal by the Management Company and approval by a simple majority. Unit Holders that vote against the extension have the right to redeem their units. 

6. What happens if an investor needs to exit earlier than 8 years?  

It’s not possible to exit before the maturity of the fund as it works on  a capitalization framework 

7. What is the structure of the fund’s units? 

Class A Units: 500 units at €50,000 each. 
Class B Units: 204 units at €500 each, reserved for Unicórnio Azul, Lda. 

8. How can units be subscribed? 

Minimum investment for Class A: €250,000 (i.e., 5 units). 
Payments must be made by bank transfer within 15 days of signing the subscription form. 

9. Can subscriptions be made in Bitcoin or only in fiat currency? 

Subscriptions must be paid in fiat currency via bank transfer. While the fund may invest in digital assets, including Bitcoin through indirect exposure, investors cannot subscribe using cryptocurrencies directly. 

10. Will I be exposed to FIAT during the subscription Period? 

The subscription of the Fund is immediate since the transfer to the management company is made. Therefore, fiat exposure is reduced. 

11. What are the fund’s main fees? 

Management Fee: 2% per year (minimum €90,000). 
Set-up Fee: €35,000. 
Custodian Fee: 0.06% annually (minimum €1,500/quarter). 
Class A Subscription Fee: €3,000 (one-time). 

12. What is the income distribution policy? 

The fund capitalizes income during its term and distributes proceeds only upon liquidation. Distribution is made: 
1. Pro-rata return of capital. 
2. Remaining proceeds: 90% to Class A, 10% to Class B. 

13. Who are the key entities involved? 

Management Company: STAG Fund Management SCR S.A. 
Custodian Bank: Bison Bank S.A. 
Auditor: BDO & Associados, SROC, Lda. 
Investment Advisory Committee: Composed of 3 members (2 nominated by Class B). 

14. Is the fund eligible for Portugal’s Golden Visa Program? 

Yes, the Basalto Fund is eligible under Law 23/2007 for the Golden Visa Program, though this may be subject to future regulatory changes. 

15. What happens if the fund loses its Golden Visa eligibility? 

If the fund ceases to be eligible due to legislative or administrative changes: 
- A General Meeting will be convened. 
- Unit Holders will decide by 2/3 majority whether to maintain or liquidate the fund. 
- Unit Holders who vote against maintaining the fund have the right to redeem their units. 
- Legal and administrative appeals are expected to be pursued. 

16. Can participation units be transferred? 

Yes, but transfers require: 
- Prior notice to the Management Company. 
- KYC/AML compliance by the new investor. 
- Approval by the Management Company. 

17. Can the fund use leverage or debt? 

No. The Basalto Fund is not allowed to use leverage. 

18. How often are unit values and reports updated? 

NAV (Net Asset Value) is calculated semi-annually (June and December). 
Unit holders receive updates and reports bi-annually by email. 

19. What risks should investors be aware of? 

Market risk, capital loss, liquidity risk, counterparty and operational risks, digital asset volatility, and currency fluctuations. The fund does not systematically hedge these risks. 

20. What are the rights of Unit Holders? 

Unit Holders have the right to: 

• Own participation units and receive returns upon liquidation. 

• Obtain key documentation (including the KID) prior to subscribing. 

• Receive regular updates on the Fund’s performance. 

• Participate and vote in Unit Holders’ General Meetings. 

• Redeem their units in cases such as fee increases or fund liquidation. 

21. What obligations do Unit Holders have? 

Unit Holders must: 

• Accept the Management Regulation. 

• Authorize the Management Company to act on their behalf. 

• Fulfill KYC/AML requirements and update any changes. 

• Inform the Management Company prior to transferring participation units. 

• Fulfill subscription payments in a timely manner. 

Failure to comply may result in loss of voting rights, ineligibility for distributions, or even forfeiture of participation units. 

22. What are the rights and obligations of the Management Company? 

The Management Company must: 

• Act solely in the interest of Unit Holders. 

• Ensure compliance with applicable laws and regulations. 

• Manage fund operations, asset valuation, and reporting. 

• Convene General Meetings and propose amendments when needed. 

It also has broad discretionary powers in managing the Fund’s strategy, marketing, reporting, and governance matters. 

23. Can the Management Regulation be amended? 

Yes. Amendments may be proposed by the Management Company and: 

• Require General Meeting approval if they are not due to legal or regulatory changes. 

• Do not require approval if they relate to formalities, contact details, quantitative updates, lower fees, or adaptations to legislation. 

All amendments must be communicated to Unit Holders and may be subject to CMVM (Portuguese securities regulator) notification. 

24. What voting rights do Unit Holders have? 

• Each unit corresponds to one vote. 

• Voting rights are proportional to the number of units held. 

• Votes cannot be split or partially exercised. 

• Unit Holders may vote in person or via a representative (proxy). 

• Decisions are generally passed by simple majority, except where a higher quorum is legally required. 

Unit Holders in default on payments or KYC compliance lose their right to vote. 

25. What decisions are made at the General Meeting? 

The General Meeting is competent to: 

• Approve annual accounts and reports. 

• Decide on amendments to the Management Regulation (when required). 

• Appoint or remove the Management Company. 

• Approve capital increases or reductions. 

• Dissolve or extend the Fund. 

26. What are General Meetings and how do they work? 

General Meetings are held at least once a year and allow Unit Holders to vote on matters such as financial approvals, amendments to the Management Regulation, or changes in governance. Meetings may also be called extraordinarily at the request of the Management Company or Unit Holders representing at least 5% of capital. Voting rights are proportional to the number of Participation Units held, and meetings may be conducted virtually via video conferencing. 

1. What is Investment Activity? 

Investment activity carried out personally by third-country nationals or through a single-owned private limited commercial company, in Portuguese territory, for a minimum period of 5 years. 

2. Characterisation of the Investment Activity in the BSLT Fund. 

It is one of the Investment Activities eligible for GV and corresponds to the transfer of capital in an amount equal to or greater than € 500,000, intended for the acquisition of participation units in non-real estate funds, constituted under Portuguese law, with a maturity, at the time of the investment, of a minimum of 5 years and at least 60% of the fund´s investment realised in Portuguese commercial companies. 

3. Can a Residence Permit for Investment Activity (GV) be granted to a third-country national? 

Yes, provided the following requirements are cumulatively met: 

1. Absence of any fact which, if known by the competent authorities, would have prevented the GV granting; 

2. Presence in Portuguese territory 

3. Possession of means of subsistence 

4. Accommodation 

5. Registration within the PT Social Security, when applicable (if not applicable, proof of its non-registration) 

6. No conviction for a criminal offence that in Portugal is punishable by deprivation of liberty of more than 1 year. 

7. Not be prohibited of entry and stay in national territory, followed of a removal order 

8. Absence of an alert in the SIS (Security Information Service - Portuguese organisation) 

9. No alert in the SII UCFE (Integrated UCFE Information System) for the purposes of refusing entry and stay or return to Portugal  

10. Hold a valid Schengen visa 

11. Regularise its stay in Portugal within 90 days from the date of first entry into national territory 

12. Carry out the Investment Activity 

4. What is the SII UCFE (UCFE Integrated Information System)? 

It is the information system for personal data and data related to assets that integrates information of police nature and international police cooperation in what concerns borders and foreigners, of common use by the security forces and services and accessible by them and other entities, in accordance with legal needs and competences. 

5. What is the minimum time requirement for Investment Activity? 

It is 5 years from the date the residence permit is granted 

6. How long is the Residence Permit for Investment Activity valid for? 

The Residence Permit for Investment Activity is valid for a period of 1 year, from the date of its issuance, and is renewable for periods of 2 years. 

7. What does the renewal of the Residence Permit for Investment Activity depend on? 

Submission of the proof of the maintenance of the investment every 2 years 

8. What grants the GV to third country nationals? 

It allows: 

• To obtain a temporary residence permit without needing a residence visa to enter Portugal; 

• To live and work in Portugal; 

• Minimum periods of stay: 7 consecutive or interpolated days in the 1st year and 14 consecutive or interpolated days in subsequent 2-year periods; 

• Travelling through the Schengen area without a visa; 

• Benefit from family reunification; 

• Apply for a Permanent Residence Permit; 

• Apply for Portuguese nationality, by naturalisation, fulfilling the other requirements of the Nationality Law 

9. Once the Investment Activity has been carried out and the application for the GV has been submitted, can the GV be refused? 

Yes, when: 

• All the documents are not submitted and/or the documents submitted are not considered valid [in this case, the applicant is entitled to an additional period (at a prior hearing) to submit new documents]; 

• The Portuguese authorities know or become aware of any of the facts mentioned in paragraphs f); g); h) and i) of Question 3; 

• For reasons of public order, public security or public health (in the latter case it can only be based on diseases defined in the applicable instruments of the World Health Organisation or other contagious infectious or parasitic diseases subject to protection measures in national territory); 

• Being a third-country national subject to restrictive measures by the European Union; 

• When the applicant is the subject of a return or refusal of entry and stay notice issued by a Member State of the European Union or where the Convention implementing the Schengen Agreement of 14 June 1985 is in force. 

10. What is family reunification? 

The applicant of a GV has the right to family reunification (gathering), whether the family is with the applicant in Portugal or in another country (where they have lived with the applicant). 

11. When and who should apply for family reunification? 

The Applicant themself, after paying the fee for the analysis of its GV application. 

The application can also be submitted by the family member in person, if legally entered national territory. 

12. Which family members are eligible for family reunification? 

• Spouse or partner 

• Minor or incapacitated children dependent on the couple or on one of the spouses 

• Minors adopted by the applicant or his/her spouse 

• Adult children, dependent on the couple or on one of the spouses, who are single and studying 

• Unmarried, minor or incapacitated children, including adopted children, of the partner, provided they are legally entrusted to the applicant 

• First-degree relatives in the ascending line of the applicant or his/her spouse, provided they are dependent on him/her minor 

• Siblings, provided they are under the guardianship of the resident 

13. After notification that the application for family reunification has been granted, what else should be done? 

The Applicant is notified that the application has been granted, and its family members must go to the diplomatic mission or consular post in their area of residence within 90 days in order to formalise the application for a residence visa. 

14. What happens if family members don't apply for a residence visa within the specified time limit? 

Failure to submit the application for the GV within the time limit referred to in Question 13. result in the decision of non-recognition of the right to right to family reunification. 

15. Can the GV for family members be cancelled? 

Yes, when there is proof that the marriage, or the union or the adoption were for the sole purpose of enabling the family reunification to enter and reside in Portugal. 

16. When can be submitted the application to acquire Portuguese nationality? 

After 5 years from the date of the submission of the GV application.