Frequently Asked Questions - Subvertere Capital - CAPX
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Frequently Asked Questions

Answers from the January 2026 Q&A session

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Investment Structure (BVI vs Cayman)

The BVI fund requires $100,000 minimum per project, meaning $300,000 if you want all three. The Cayman structure has a $50,000 minimum that can be spread across all three projects at your preference - you can allocate that however you like across Añelo, Riverland, and Terra.
You don't have to, but it's strongly preferable. We did a separate webinar covering this in detail. US investors will need to sign an acknowledgement of punitive tax risk because many US accountants may not be familiar with the structure and could push back. Our job is finding the best investments and managing risk - we can't get into arguments with accountants. For the tax advantages alone, we can't think of any reason a US investor would choose not to use Cayman.
Yes, correct. If you're coming into the BVI entity, the minimum is $100,000 per project and that cannot be split - it's per investment. Cayman minimum is $50,000 which can be split across projects.
Yes, the $50,000 Cayman minimum can be allocated across all three projects however you prefer.
In BVI, you become a shareholder of a segregated portfolio company with shares registered at the BVI registrar. In Cayman, we have a dual structure - investors come into a Cayman exempt company set up as joint ventures, which then owns shares in the BVI segregated portfolio company. This dual structure removes any risk of PFIC status by separating shareholder ownership from any entity that could potentially have passive foreign investment.
In BVI, costs are budgeted within project financials and covered by the project or Subvertere Capital - no additional costs to investors. In Cayman, there's a 2% annual fee paid upfront in year one. So a $100,000 investment requires $102,000 deposit. Ongoing years, the 2% comes out of distributions.
We don't issue physical shares in either structure, though we can create certificates if someone wants them. In BVI, shares are registered with the BVI registry within 90 days of subscription. We're working on how to share individual registrations. In Cayman, because it's structured as joint ventures, there's a register of beneficial owners filed with the government through the corporate services provider - you'll get official documentation designating your ownership status.
It's a closed-end fund with no voting rights on BVI decisions - those are held by the sponsors (Andrew and Chris) and local partners. However, in the Cayman cell structure, when you become a joint venture partner, you do have voting rights within that cell. This is actually one of the things that keeps us from being classified as a fund.
It's a closed-end fund, meaning you can't redeem or request capital back - it's entirely at the discretion of Subvertere Capital.
You can choose - pick any combination. Some investors are doing just Añelo, some all three. You can also join later deals as they come. And if you miss a deal, you could potentially buy shares from other Cayman cell members.
The structure has two sponsors - Gordon Goss (who runs a structuring business) and Charles Motsinger (who's used these structures personally for years). They govern the cells. Within each cell, investors have voting rights on how the cell operates in relationship to the BVI - though not on BVI project decisions directly. Investors have the same transparency on all Argentina project decisions through reporting that flows from Argentina to BVI to Cayman.

Timeline & Deadlines

Añelo is already open and closes end of this month with payments required by end of February. Riverland legal docs and subscriptions will be ready in the next couple weeks, with subscription in February-March and payments through March-April. All Riverland capital contributions targeted by end of April. Terra is still being developed - expect a formal deal by end of Q1 with legal docs and capital contributions in Q2.
Each project has its own timeline as covered above. There's no predetermined timeframe - we're moving as fast as we can on each project and will launch, fund, and notify as soon as each is ready.
They'll be staggered according to each project's timeline.
We'll launch each project independently of the others. There's no requirement for them to launch together.
It's already begun - the project has been funding since late 2024.
We launched Q4 2024 and faced delays mainly on banking - solving multi-jurisdictional problems around capital controls that will benefit all future deals. The banking and funding methods we've built now facilitate not just Añelo but also Terra and Riverland. We've been moving capital successfully and don't anticipate the same hurdles going forward. The BVI structures for Terra and Riverland are being built now with legal documents being drawn and registrations imminent.

Fees & Costs

It's the same project with the same returns. You can view the 2% as a project cost reducing returns, or factor it into your pre-tax versus post-tax calculation. When you consider the potential tax savings and other benefits, it almost certainly weighs in favor of using Cayman for US and most Western investors. It's a highly efficient tax structure.
Añelo: 2% on raise, no annual management fee, 20% performance fee on rental and sale income with 4% hurdle rate (cumulative, paid preferentially to investors on sale income). Riverland: 2% annual management fee (prorated first year), 20% performance fee with 4% hurdle rate, paid preferentially from incomes, with revaluation after three years before GPs receive performance fees.
No, none of that.
There's really no soft costs. Cayman has a fee structure to cover administration, and BVI costs are built into the project financials. Pretty simple.
In Argentina with no functioning credit market, developers typically take 15-25% fees depending on project complexity. The most common structure is 10% cash fee plus 10% in completed units. For our project, we're paying a 9% cash fee to the developer when apartments are completed and rental-ready, plus 10% of apartments go to the development company for future sales.
I'm not sure of that calculation, but what I can confirm is that all IRR and MOIC return metrics are net of fees, taxes, and costs.
GPs are paid only after capital and preferred return to investors. Correct.
4%, based on comparative real estate rental returns.

Returns & Exit Strategy

Añelo is approximately 7 years. Riverland is at least 7 years, likely 10-15 - think of it as capital preservation. Terra has no predetermined exit - it's a yield extraction play with ongoing income through dividends that should repay capital multiples without selling the asset. We're positioning for a multi-year period of potential chaos where return of capital matters more than return on capital. These are hard assets that historically outperform during major economic transitions.
The GPs (Chris and Andrew) make strategic decisions. Each project has different variables. Añelo will sell off units progressively and distribute returns. Terra should be treated as an income/dividend play. Riverland is preservation of capital with yield. Chris and Andrew are also investors and rewarded on performance, so interests are fully aligned with maximizing value and timing exits appropriately.
In Añelo, there's an early redemption fee waterfall: 10% during first two years, 8% in year three, 6% in year four, then stepping down further. These fees go to project revenues, not the general partners.
No, there wouldn't be any penalty after the lockup period.
For Añelo, we'd hold and receive rental income. Our risk mitigation is owning hard assets in the ground that produce income. Even if the world locks up, we still have producing hard assets. That's the entire point of this positioning.
Añelo: From year two, 10% of units sold per year for capital returns, with balance sold from year seven. Riverland: Holding 7-10+ years for capital preservation, but if shareholder demand or market opportunity presents (like political cycles playing out favorably), we'd consider early exit. Terra: No structured exit - it's a cash yield play, but we'd sell if market opportunities present. We're not married to any of these - as markets change, we'll adapt.
We don't expect a regime shift - Milei just won midterms with another election in two years. Even if things just stayed as-is, there's ample money to be made. Two of three projects are protected under RIGI legislation - legal framework protecting oil/gas and mining majors that bypasses political change (similar frameworks drove mining booms in Chile, Peru, and Canada). For farmland, we're buying at multi-generational lows - Argentina has never seized farmland even during decades of chaos. Risk can only be managed, not eliminated.
Añelo targets approximately 20% IRR. Riverland base case is approximately 15% with more upside potential. Terra is very dependent on oil price - at current prices it's profitable, with problems only occurring at sustained $30 oil. We've been as conservative as possible - we'd rather under-promise and over-deliver. Every dollar above $65 oil supercharges Terra returns significantly.
Yes, we do.
We've used conservative estimates and are hopeful we'll outperform, but won't speculate beyond that. The first objective is securing and protecting assets outside Western jurisdictions in hard assets - we'd do that even at half the IRR. Argentina is unique: assets are extraordinarily cheap, the cycle is turning, and institutional capital hasn't yet started visiting. We're early in Argentina - that huge wave could definitely push us to outperform, but same principle applies to Riverland too.
Añelo: Low entry cost at effectively cost of construction, delivering strong rental returns and capital gains. Riverland has four interrelated improvements: (1) buying under-productive farmland and improving productivity through agricultural management, (2) arbitrage between international cattle prices and undervalued Argentine land values, (3) virtual fencing that supercharges stocking rates and productivity, and (4) transitioning cattle land to cropping land. Terra: Reducing operating costs from $60/barrel to approximately $30/barrel through well renovation and cutting staff from 1,200 to 300, making it one of the world's lowest-cost producers - plus macro upside on oil prices.

Distributions & Dividends

Añelo: Q1 2027. Riverland: Within first couple of quarters from commencement of operations. Terra: Within two quarters from commencement. For private equity, this is fairly rapid movement toward distributions.
Yes, they will.
We don't want to hold treasury on behalf of investors - we'd prefer you have control of the capital. Distributions will be mandatory within the BVI structure. However, the Cayman structure offers a benefit: dividends can sit in treasury within the Cayman cell, deferring taxes, and be used for future investments or held in T-bills, gold storage, etc. based on joint venture preferences. You can also potentially borrow against your shares for liquidity.
Not within the BVI structure. For Cayman, proceeds can sit within the segregated portfolio company and don't percolate up to the joint venture until you want them to. When pulling funds out, you could potentially sell shares for capital gains treatment or take loans against shares.
Within two quarters of project launch. Terra Two hasn't been built yet - we're starting that process now. At $65 oil you're allocating cashflow to well renovation; everything above $60-65 is pure profit. At $55 oil, all projects still work. Terra is a macro play on oil prices combined with OPEX reduction. We'll provide detailed numbers once Terra Two is structured.

Tax & Reporting

We set up different joint venture cells to group people by geographic location so reporting can be standardized. For US purposes, every quarter investors get a statement of capital account balance plus non-controlled foreign corporation and non-passive foreign corporations statements with all required calculations. Whatever forms are needed, we'll provide equivalent documents for tax filing regardless of jurisdiction. Cayman companies don't issue 1099s or K-1s specifically, but you'll get equivalent documentation.
The Cayman cells function similarly to an IRA or Roth. They're set up primarily for tax advantages and to avoid controlled foreign corporation and PFIC status. Additional benefits include liquidity options - you can sell shares to other JV members, and there'll be a facility to borrow against shares. The Cayman structure also offers lightweight, low-cost entry into offshore asset protection versus building and managing your own structure.
It might be appropriate or redundant depending on your situation. Contact us directly and we can work through that question with you.
Quarterly reports, annual financial statements, and dividend reports. We cannot provide country-specific tax reporting documents - with investors from all over the globe, we can't understand each jurisdiction's requirements. That's for your own accountants.
No, we won't be providing any country-specific tax reporting documents.
Having no tax residency is probably the best situation you could have. Contact us - we'd like to know your setup.
We'll provide financial statements and dividend reports, but no country-specific tax documents. Your accountant will need to work with what we provide.
None - it's not our job. We don't know if the fund qualifies for VCT, EIS, or SEIS schemes. The UK has become a very special place with its own special requirements. Our view: capital controls are coming to places like the UK within five years. If you want to mitigate that, this is why we built this structure. How you report is up to you.
Quarterly project reports, annual financials, and distribution statements.
Yes, you'll receive annual financials including NAV calculations. For Añelo during construction, it's cost basis. For operating businesses (Añelo, Terra, Riverland), we'll use third-party valuation firms.
The purpose of these investments is moving capital out of over-indebted Western institutions into hard assets in alternative jurisdictions. Running a layer over the top that puts you straight back into the system defeats the purpose. If that's the structure you want to use, get your own tax advice - we can't facilitate or advise on IRA structures. The Cayman structure is specifically designed as an asset protection vehicle for those wanting to exit the traditional system.

Payment & Funding

Yes, you can pay with crypto - it's actually easier and more efficient. You can both pay and receive in crypto. We have procedures for wallet health checks and penny tests through provenance compliance. USDT is preferred; USDC is accepted but we'd prefer not to use it due to regulatory trackers.
Yes, it's actually more efficient. USDT is preferred. USDC is accepted but we'd prefer not to use it due to regulatory trackers.
You can make capital contributions via euro account through our banking platform, but everything converts to USD. Cells cannot operate in euro - base currency for all projects is dollars. We're moving into a stagflationary environment, so we buy assets and materials quickly rather than sitting on cash.
Yes. Cayman is a banking center that accepts capital from anywhere except high-risk jurisdictions like Iran or North Korea. Canada and US are no problem - wire transfers typically hit Cayman within two hours.

Due Diligence & Documentation

Yes, you can. The expression of interest helps us gauge demand - it's not a commitment of capital until you sign the actual subscription agreement.
Yes, but you'll be onboarded separately because they're two separate entities. We can combine them at the back office for minimums.
In theory yes. We ran an event last year where investors visited the team and projects. For unique visits, contact us and we'll see what we can arrange. Many of you met our partners Nico and Pepo at the Dallas event a few months back - attending our events is a good opportunity.
Certificate of incorporation and memorandum of articles can be shared on request for each entity. PPM (private placement memorandum) will be sent within a week of signing expression of interest - Añelo PPM went out today. Subscription agreements confirming limited liability sent upon signing EOI. We're building a comprehensive data room with all information. Mots can provide comfort letters from Cayman counsel on the structure.
No, it's done once. One and done.
Añelo docs went out today and onboarding begins this week.
Complete your expression of interest. We'll send legal docs for additional projects when they're ready. You don't need to redo compliance.
Absolutely. Submit an expression of interest, download all documents, and share freely.

Team & Alignment

Every project has local partners who are part of the team. Chris and Andrew are aligned and have brought in partners equally aligned. In every project there are at least three key people (Terra has five). Mots provides strategic advice on Cayman. There's good protection through reasonably diverse people with common alignment. The main risk mitigation is not all getting on a helicopter together.
This is really a question for your own estate planning. It's a closed fund with locked-up assets. If you pass away and your entity holds the assets, your heirs would simply own those assets - but it doesn't trigger any liquidity event on our side. The investment structure remains in place.
Yes, significant capital. For Añelo, we purchased the land ourselves before putting everything together - we took considerable risk upfront. For Terra, we invested to build the relationship and gain access to future projects. Decent seven figures into both. Riverland we'll invest when ready. Beyond capital, Andrew has spent two years on these projects with enormous time, flights, and resource expenditure. We are very committed.
Andrew has approximately 35% of his wealth in these deals. Chris hasn't calculated exact percentage but it's increasing - the desire is to have more wealth outside traditional investments in hard assets outside Western jurisdictions. Position sizing is personal - everyone must answer this for themselves. Importantly, all local partners (Nico in Añelo, Pepo in Riverland, Kapuro family office in Terra) are also significant capital contributors. These are three deals out of many we've passed on - we only work with aligned partners.
Yes. Añelo needs 13.6M for land and 21M total. Terra is pending demand.
Terra One is funded and running. Roche is approximately 10% contributor. Terra and Terra team own 10% of the entirety of the projects.
The macro picture is our focus. We've looked at many opportunities fitting that picture. The differentiator is people. Our experience shows people are the most important element. We've worked hard to ensure we're working with good people who understand what we're trying to solve and are aligned with us. We've been through trials with Añelo and are more confident than ever in our partners. Many deals we've looked at were too messy or not aligned.

Añelo Oasis (Real Estate)

5% contingency.
We'll put our own team together. Current Añelo model uses third parties who negotiate contracts with oil/gas firms and manage unit servicing - typically for small 10-50 unit developments. We'll negotiate directly with oil majors, manage relationships in-house, and employ multiple contractors (security, cleaning, etc.) for different functions. We'll have one full-time person on ground plus senior oversight traveling between Buenos Aires and site. We'll watch operators and give more work to good ones over time.
No rental controls. In fact, regulations are moving in our favor - Terra just had all royalties stripped as we were putting the first deal together.
Typically 3-6 months cash treasury for operations.
Yes and yes. Tenant letters of intent with corporates are not yet in place - oil firms have said to come back when we have buildings. There's no shortage of demand.
Our tenants are the oil and gas companies and service companies directly, not individual workers. Priority: major oil companies are best tenants, then minor oil/gas companies, then major oil service companies (like Schlumberger), then minor service providers. Through the Terra relationship, we're having direct conversations with oil majors who will rent entire blocks as we build them. Project One's 145 units will likely be rented entirely by one major as our tenant long-term.
Currently there's a 25,000 bed shortage with demand increasing. An additional 50,000 bed demand is projected over five years with only approximately 7,000 beds in the construction pipeline. We won't speculate on rent pricing, but there's ample risk mitigation - our first priority is preserving capital.

Riverland (Farmland & Cattle)

Each has its own risk/return elements and will appeal for different reasons. Riverland is land banking, asset protection, long-term security with relatively low risk. Terra has huge upside potential but oil price risk. Añelo has construction risk. We built three because combined they balance risk - that's the portfolio management approach.
End of January: complete legal docs. February: subscription docs. March: capital contributions. April: land purchase and settlement. 15% IRR mentioned with probability of outperforming.
Yes, we have approximately five farms identified at different sizes - 3,000, 5,000, 7,000, and two 12,000 hectare properties. All are off-market with direct conversations happening. Which property we proceed with depends on capital allocated and demand. Expected price per acre and initial cap rates are in the deck.
The project runs as cattle. In about a month, we'll run a webinar with Pepo for those wanting to geek out on farming, cattle management, breeds, grasses, and operational details.

Terra (Oil & Energy)

This is the non-core asset divestment cycle. At top of cycles, companies buy everything with elevated share prices. At bottom of cycles, they sell off and refocus on core business. Shale has been the biggest driver in global oil supply for 30 years but is now in decline. YPF is sitting on massive shale reserves in Vaca Muerta (second largest gas deposits, fourth largest oil deposits globally) and saying "let's go full ball at shale." They're selling conventional oil to fund that push. Our team has first right of refusal on these divestitures.
Terra One inherited approximately 1,160 staff and cut to 300. YPF had bloated workforce because they're focusing on Vaca Muerta and exiting conventional oil. The cost to remove staff is onerous and YPF didn't want to pay it. Doris Kapuro, former VP of YPF in labor relations during socialism, has pre-negotiated all headcount reductions with federal approval, provincial approval, YPF approval, union approval, and employee approval. Employees receive approximately 10-12x annual earnings as severance. All future projects will be done on this same basis of pre-negotiated labor reforms.
Heavy oil. Shale is light oil that goes to Asia; our conventional heavy crude is more useful for US refineries. This is a structural advantage.
Trucks. No bottlenecks.
All existing infrastructure operating for decades - no new issues. We have detailed plans we can share with investors. Workovers done by Terra team. Worker housing will be leased since we're reducing headcount. Weather (it's very cold with snow) is already factored into historical well performance. We'll run a separate webinar with the Terra team - Ali Moshiri's company and Roche - to geek out on oil management details. Specific Terra Two numbers will come once the project is structured (approximately 6-10 weeks). Liabilities including abandonment and environmental exposure are all fully costed into CAPEX budgets.
At $55 oil, all three projects still work. Añelo works at almost anything - there's massive demand and shortage of supply, true even at $40 oil. Terra is more sensitive to oil price but with improvements our base case is approximately $30 oil, which is as good as you'll get anywhere.
If Argentina gets risk reweighted, institutional auto capital allocation (passive funds, pensions) could amount to approximately $50 billion flowing into an $80 billion market. Equities will run, then private equity will start hunting. Roll-ups will happen. Any number of interested parties will be looking to access these markets. Importantly, we don't need any of that for these deals to make money.

Risk & Operations

Standard insurance on all projects will be provided.
We don't see PMI in Brazil as a particular risk. The entire banking platform uses multiple different parties so we're not beholden to any single entity. If needed, we can and will move to different providers.
Unlikely. We'll aim to match demand with project size. If oversubscribed, we'd return capital pro rata or offer it into the next project.
We don't know yet - the program hasn't launched (expected within a month). It's almost certainly a personal name issue. Based on conversations with people on the ground, Añelo probably will qualify, Terra probably won't. Nico (our partner, a tax attorney with close connections to the Minister of Economics) is getting regular updates and we're working to provide this as an option if possible.
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