Anton Tardif - Castle Keep

Structured
property
investing
Contents
Due Diligence Summary
Partners / Legal Advisors / Professional Advisors / Team
Important Notice / Preface
The CK2 and CK3 Bonds
Investment Security / Bond Summary of Terms
How to Invest / Risk Assessment
10
Legal Opinion / United States / European Economic Area
12
United Kingdom / General
13
Contact Us
14
Subscription Certifications
Additional Documents
15
16
Risk Warning: Castle Keep Bonds are provided on a non-advised sales basis only. Castle Keep will not advise or make any recommendation on the merits of this offer. The content of
this brochure has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this any promotion from Castle Keep
for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. Clients will be provided with
the offering document from Castle Keep only and must make their own investment decisions and/or seek independent advice. Past performance is no guarantee of future results.
Due Diligence Summary

Who We Are
Incorporated in June 2013, Castle Keep is a Florida
registered LLC specifically established to issue
bonds to investors. It is the direct successor of three
previous bonds that were launched in 2011 and 2012
and are currently paying dividends semi-annually to
Bondholders.
What We Do
In order to mitigate risk and maximise the opportunities
afforded by a recovering US property market, Castle
Keep deploys investment income from the bonds in a
number of areas: Detached properties, apartments, land
plots, new-build and where appropriate, securitised real
estate lending. Through these tried and tested activities,
the Castle Keep team collectively and consistently
deliver above market ROIs thereby assuring that there
are ample margins for the securitisation of the bond, as
well as the ongoing semi-annual payment of annuities
and redemption of the principal sum at the end of the
investment term (the Maturity date).
Investor Returns
Because Castle Keep has been able to achieve above
target returns through its multi-channel investment
strategy, it is now able to offer even higher returns over
a shorter term to investors on its latest bonds.
Investor Security
To secure Investors interest regarding previously
issued Bonds, the Trustee had a lien over the
Bond Issuers shares. As to the new bonds,
in addition to a lien on 100% of the bond
issuers shares, the Security Trustee will, where
appropriate,
additionally
hold
security
over
certain assets of the Issuer.
Partners
Team
Established over 230 years ago in 1784, our partner GRM

Law (www.grmlaw.co.uk) is regulated by the Solicitors
Regulatory Authority in England and Wales and advises
international clients across a broad spectrum of
business sectors, including corporate and commercial
work, real estate, corporate finance and M&A. GRM Law
now acts as the English Lawyers to Castle Keep LLC and
assisted in the structuring and preparation of these
bonds. A related entity, GRM Law Trustees Ltd acts as
the Security Trustee and Registrar of the new bonds.
As the security trustee, GRM Law Trustees Ltd., will be
holding the security granted by Castle Keep LLC for the
benefit of bondholders.
The partners and associates behind Castle Keep LLC are

Real Estate and legal professionals with over 75 years
experience in the industry between them. Anton Tardif,
the principal of the US company has been involved in
many forms of property business over the last thirty
years, from owning and trading personal properties to
developing on a large and small scale basis including
managing large projects, property portfolios and
still has significant personal investments in land and
developments in Europe and the US. He has spent the
last 8 years in the US with personal developments and
has been focusing for the last 7 years on the real estate
opportunities. Over the last few years he has been
putting together bonds and has built a team of partners
and professionals to ensure that investors get a secure,
well-managed investment - without the risk of owning
individual properties with all the attendant problems
that can potentially arise from such an arrangement.
Without the need for on the ground knowledge, or
particular expertise, through a Castle Keep bond,
investors can effectively realise the same level of
returns as a real estate investment professional on an
arms length basis. For details on other members of the
team, please refer to www.castle-keep.com
Legal Advisors
GRM Law
1 Bedford Row, London, WC1R 4BZ, UK
Stanton & Gasdick
201 N. New York Ave., Suite 200, Winter Park, FL 32789
John C. Lessel
Pleasant Ridge Rd, Little Rock AR 72212, USA
Professional Advisors
Parks De Filippo & Assocs
Lookout Place, Maitland FL 32751, USA
Zvi Rafilovich
Sheridan St, Hollywood FL 33020, USA
Important Notice
Preface
The content of this brochure has not been approved

by an authorised person within the meaning of the
Financial Services and Markets Act 2000. Reliance on this
promotion for the purpose of engaging in any investment
activity may expose an individual to a significant risk
of losing all of the property or other assets invested.
You acknowledge that you are a person into whose
possession this brochure may be lawfully delivered in
accordance with the laws of the jurisdiction in which you
are located.
Short and Medium term investment bonds with fixed

annual interest and pre-determined redemptions
dates.
The investments described in this brochure are available

exclusively for sophisticated investors and high net worth
individuals who are not U.S. persons and who are located
outside of the United States. You acknowledge that you
are a person into whose possession may be lawfully
delivered in accordance with the laws of the jurisdiction
in which you are located. If you are in any doubt about
the investment to which this brochure relates you should
consult an authorised person specialising in advising on
the investments of the kind described in this brochure.
In 2011, according to the S&P / Case-Schiller* Home

Price Indices, property valuations across the U.S had, on
average, dropped significantly below the 2006 peak, with
an estimated $9 trillion being wiped off property values.
Some states experienced falls in local house prices double
that of the national average, with prices 70% below their
peak and 50% of physical rebuild costs.
Following the success of the Roche, Castle Keep and

Wilton Bonds by affiliated issuing companies at the end
of 2011, which were introduced to enable investors to
benefit from a unique set of circumstances in the U.S real
estate market, Castle Keep LLC (Castle Keep) is introducing
the CK2 Bonds and the CK3 Bonds.
The property crash, combined with the US economy

moving into recession, high unemployment and a virtual
freeze on credit, increased foreclosure rates and a move
from home ownership to tenancies, has prompted a
boom in the rental market.
In March 2015 the S&P/Case-Schiller* Home Price Indices
released new data that home prices, including distressed
sales, increased 5.7 percent in January 2015 compared
to the same month in 2014. March 2015 marks the 35th
consecutive month of year-over-year home price gains.
Whilst nationwide prices remain 12.7 percent below their
peak which was set in April 2006.
For the period ending January 2015, which showed that
all three composites (which are home prices indices that
monitor changes in the value of real estate across 10 and
20 U.S cities as well as nationally) posted annual increases,
with the 10-City and 20-City Composites increased by 7.86
percent and 7.54 percent in the year to January 2015,
with the national composite rising by 7.13 percent. With
positive year-over-year growth, the fact is that a recovery
in the housing sector is well and truly on its way.
The CK2 and CK3 Bonds

Interest bearing investment options, issued by an
actively trading property investment company
Castle Keep, directly and/or through companies
controlled by Castle Keep, is taking advantage of
current U.S. market conditions by purchasing and
selling properties acquired at wholesale prices either
at auctions, or from the banks or from private owners
and/or using privileged information, to ensure the best
possible uplifts to maximise returns on portfolio assets.
Bond money will be used:
a) to make investments in Real Estate by forming
a new company in the State where the real
estate is located. This company will then receive
funds from the bond company to refurbish and
operate (with funds being used for investment
and operating capital)
b) to lend money directly or by forming a company
which will lend money as bridging (short term) loans to
individuals and companies in the real estate business
in order to acquire and refurbish real estate secured,
where necessary, by way of a mortgage against the
real estate and underpinned by title insurance policies
where applicable.
c) in addition to real estate being acquired through
banks and at auction, properties are also acquired from
motivated private individuals and/or companies, using
privileged information and contacts.
Real estate is typically sourced in prime locations

at acquisition costs significantly below those which
individual investors are able to achieve. Where
properties are acquired for refurbishment prior to
resale, dedicated teams of renovation specialists are
deployed to refurbish them to exacting standards in
accordance with their particular location and market
requirements. Properties are then either sold-on to
the retail market or from time to time tenanted for ongoing rental income.
Yields on inventory that is retained for rental
income is cherry picked to ensure there is adequate
contingency for management fees, repairs and
non-tenanted periods, with tenants being sourced
thorough reputable management agencies that
obtain references and ensure credit-worthiness.
As liquidity and consumer confidence return to the
sector, Castle Keeps portfolios will be kept under
constant review and its acquisition strategy will be
adjusted in line with the prevailing conditions and local
opportunities as they present themselves, across the
U.S. This may include investment into land, commercial
property or construction of new build property, directly
or through companies controlled by Castle Keep.
Castle Keep is implementing its multi-stranded
investment strategy to enable investors to benefit
from opportunities in U.S housing market by investing
not only in single family homes and condominiums
(apartments) and, where appropriate, acquiring nonperforming mortgages directly from banks, but also in
land with the required infrastructure, roads, drainage
and cabling to prepare for the expected increase in
home building to make up the shortfall in properties as
new family units are created.
Investment Security
Trustee as Security Holder
Established in 1784 GRM Law (GRM), regulated by the
Solicitors Regulatory Authority in England and Wales, acts
as legal counsel to Castle Keep in relation to the Castle
Keep Bonds. GRM Law Trustees Limited will act as trustee
and registrar of the Castle Keep Bonds. It will maintain the
register of bondholders and issue the bond certificates
after all the appropriate paperwork has been completed
and anti-money laundering requirements of Castle Keep
have been met. As trustee for the bondholders, GRM Law
Trustees Limited holds a lien over 100% of the shares of
Castle Keep as security for the repayment of the Castle
Keep Bonds.
www.grm.co.uk
Bond Issuer Credentials

Castle Keep was specifically created to issue bonds to
investors wishing to benefit from improving returns, but
without the responsibility and US tax liabilities that go
with direct ownership. Castle Keeps senior executives
have enjoyed highly successful careers in the real estate
field for over 30 years, owning, trading and developing
properties; creating products and managing portfolios.
They hold significant personal investments in land and
developments in Europe and the U.S. and for the last
6 years have focused their attention on opportunities
brought about by the property crash in the U.S. Over
the last 2 years they have distilled their experience into
a property bond that enables investors without specialist
knowledge, to benefit from the current opportunities
available in the U.S. property market.
Bond Summary of Terms

Castle Keep LLC (Castle Keep or the Issuer) will issue
Tier 1 CK2 Secured Fixed Rate Bonds (the Tier 1 CK2
Bonds) and Tier 2 CK2 Secured Fixed Rate Bonds (the
Tier 2 CK2 Bonds and together with the Tier 1 CK2
Bonds, the CK2 Bonds). Furthermore, Castle Keep will
issue Tier 1 CK3 Secured Fixed Rate Bonds (the Tier 1
CK3 Bonds) and Tier 2 CK3 Secured Fixed Rate Bonds
(the Tier 2 CK3 Bonds and together with the Tier 1
CK3 Bonds, the CK3 Bonds). The CK2 Bonds and the
CK3 Bonds are together referred to as the Castle Keep
Bonds.
Each of the Tier 1 CK2 Bonds, the Tier 2 CK2 Bonds,
the Tier 1 CK3 Bonds and the Tier 2 CK3 Bonds are
separately referred to herein as a Class. The CK2
Bonds and the CK3 Bonds will be issued and secured
pursuant to a trust deed (the Trust Deed) between the
Issuer and GRM Law Trustees Limited as trustee (the
Trustee). The terms and conditions of the CK2 Bonds
and the CK3 Bonds (the Conditions) are set out in the
Trust Deed and the Subscription Agreement.
The following summary does not purport to be
complete and is qualified in its entirety by reference
to the detailed information appearing elsewhere in
this brochure and related documents referred to
herein. Capitalised terms not specifically defined in this
Summary have the meanings set out in Condition 1
(Definitions) of the Conditions or are defined elsewhere
in this brochure. References to a Condition are to
the
specified
Condition
in
the
Conditions.
For a discussion of certain risk factors to be
considered in connection with an investment
in the CK2 Bonds and the CK3 Bonds, see
Risk Assessment.
Issuer
Castle Keep LLC, a Florida limited liability company
CK3 Bonds
Class of CK3
Bond
Minimum
Amount
Interest Rate
Interest payable
per $5K Bond
Total return as
% of investment
Average annual
return on
redemption
Tier 1
(5 years)
U.S.$15,000
9% p.a.
U.S.$450 p.a.
45%
9%
Tier 2
(5 years)
U.S.$70,000
10% p.a.
U.S.$500 p.a.
50%
10%
Minimum
Amount
Interest Rate
Interest payable
per $5K Bond
Total return as
% of investment
Average annual
return on
redemption
Tier 1
(7 years)
U.S.$15,000
10.86% p.a.
U.S.$543 p.a.
76%
10.86%
Tier 2
(7 years)
U.S.$70,000
12% p.a.
U.S.$600 p.a.
84%
12%
CK2 Bonds
Class of CK2
Bond
Increase the return on your investment by a further 2% per annum

If you are not necessarily after a annual pay out preferring instead to maximise growth, (because for example
you are investing in a pension scheme) you have the option at subscription, to choose whether you want
to roll up the interest, or receive the corresponding annual interest payment in the usual manner. This is
entirely optional and at the bondholders discretion and if chosen, in lieu of receiving your interest payment,
it will then be added to the original sum invested.
Principal Payments on the CK2 Bonds and the CK3

Bonds: Principal repayment of the CK2 Bonds and the
CK3 Bonds will be made 90 Business Days after the
Stated Maturity. Each CK2 Bond and CK3 Bond shall be
redeemed at its applicable Redemption Price together
with any accrued interest thereon.
Stated Maturity: In relation to a CK2 Bond, the date
falling 7 (seven) calendar years after the date on which
an interest in the relevant temporary global bond was
issued to the holder of that CK2 Bond provided that if
such day does not fall on a Business Day, the previous
Business Day. In relation to a CK3 Bond, the date
falling 5 (five) calendar years after the date on which
an interest in the relevant temporary global bond was
issued to the holder of that CK3 Bond provided that if
such day does not fall on a Business Day, the previous
Business Day.
Optional Redemption prior to Stated Maturity: The
Issuer may redeem all or part of the Castle Keep Bonds
of each Class on or after the Payment Date falling on
31 December 2016 at the applicable Redemption Price.
Redemption Price: At Stated Maturity: 100 per cent
plus accrued unpaid interest (less all accrued and
unpaid disbursement fees of U.S.$80 per annum).
On or after the Payment Date falling on 31 December
2016 but before the Stated Maturity: 101 per cent plus
accrued unpaid interest (less all accrued and unpaid
disbursement fees of U.S.$80 per annum).
Additional Debt: The Issuer may from time to time,
without the consent of the Bondholders, incur, create
or issue further secured or unsecured bonds or other
financial indebtedness (including bank loans) provided
that where the security or payment of principal or
interest on such bonds or financial indebtedness are to
rank in priority to the Castle Keep Bonds, the aggregate
amount of such bonds or other financial indebtedness
does not exceed 30 per cent of the principal amount
of the Castle Keep Bonds outstanding at that time. In
all other circumstances, any payments of principal or
interest on such bonds or other financial indebtedness
are to be made pro rata and pari passu with the Castle
Keep Bonds.
Trustee: GRM Law Trustees Limited
Registrar: GRM Law Trustees Limited
Transfer Agent: GRM Law Trustees Limited
Subscription Periods: Following the launch date of
21st October, 2013 (the Launch Date), Castle Keep
offer the CK2 Bonds and the CK3 Bonds in successive
subscription periods of two weeks each (each a
Subscription Period).
Form of the CK2 Bonds and the CK3 Bonds: An

investor will be deemed to have subscribed for CK2
Bonds or CK3 Bonds in the Subscription Period in
which the investor has fully completed the subscription
procedure set out on page 16 of this brochure. On the
last Business Day of each Subscription Period, Castle
Keep will issue a temporary global bond representing
all investors who have successfully subscribed for
CK2 Bonds or CK3 Bonds in that Subscription Period.
Castle Keep will issue to each bondholder a definitive
bond certificate 90 Business Days after the date of the
applicable temporary global bond.
Security for the CK2 Bonds and the CK3 Bonds: The
Trustee, on behalf of the bondholders, has the benefit
of security over 100% of the issued share capital of the
Issuer. In certain circumstances, the Trustee, on behalf
of the bondholders, will also have the benefit of security
over certain of the assets of the Issuer. In circumstances
where the Issuer purchases a property directly, the
Issuer will, to the extent possible and practicable, grant
the Trustee a mortgage security over that property. In
circumstances where the Issuer lends money to a third
party for the purchase of a property, the Issuer will, to
the extent possible and practicable, receive a mortgage
security over that property to secure the loan to that
third party and the Issuer will, to the extent possible
and practicable, assign such mortgage security to the
Trustee, on behalf of the bondholders, as security for
the Castle Keep Bonds. It may not be possible to grant
the Trustee with security over property acquired directly
or indirectly by the Issuer in all circumstances and the
decision whether or not to grant such security will be at
the sole discretion of the Issuer.
The Offering: The Tier 1 CK2 Bonds and the Tier 1
CK3 Bonds are being offered in a minimum amount
of U.S.$15,000. The Tier 2 CK2 Bonds and the Tier 2
CK3 Bonds are being offered in a minimum amount of
U.S.$70,000 and a maximum amount of U.S.$1,000,000.
Authorised Denominations: Each CK2 Bond and CK3
Bond has an authorised denomination of U.S.$5,000.
Governing Law: The CK2 Bonds and the CK3 Bonds and
each of the Transaction Documents are governed by,
and shall be construed in accordance with, the laws of
England, except for the security over the shares of the
Issuer which shall be governed by the laws of the State
of Florida. Security over other assets will be governed
by the law of the state or country in which that asset is
located.
Withholding Tax: Payments of interest and principal
on the CK2 Bonds and the CK3 Bonds may be subject
to income taxes, including applicable withholding taxes
(if any), and other taxes (if any) and the Issuer will not
be obliged to pay any additional amounts in relation
thereto.
How to Invest
Risk Assessment
Subscription Procedure
Risks relating to the Issuer and its

business
The CK2 Bonds and the CK3 Bonds are being offered
for sale by sales agents appointed by the Issuer (each
a Sales Agent).
Each investor is required to complete, sign and return
a subscription agreement (each a Subscription
Agreement) setting out the amount and Class of
CK2 Bonds and the CK3 Bonds being subscribed for,
together with the applicable subscription amount and
fees as detailed below. Each investor must also comply
with the anti-money laundering requirements set out in
the Subscription Agreement.
All investors will need to complete a W-8BEN Form
as attached to the Subscription Agreement. The form
exempts non-U.S. residents from having to pay U.S.
tax on interest paid out on the CK2 Bonds and the CK3
Bonds. Completed forms are held on behalf of the
investor by the Issuer. The W-8BEN is valid for three
calendar years after the year in which it is signed, e.g.
a form signed on 1st January 2014 will expire on 31st
December 2017. A new form must then be submitted
when the existing one expires. In case of noncompliance,
the Investor will be subject to withholding tax and any
other corresponding legal consequences as provided
by US law.
Upon receipt of a completed and signed Subscription
Agreement, together with all required documentation
and fees, the relevant amount of CK2 Bonds and CK3
Bonds will be issued by the Issuer to the investor as
outlined in the Summary of Terms above.
Each investor is required to pay a subscription fee
of $150 for the first three CK2 Bonds or CK3 Bonds
subscribed for and $50 per additional CK2 Bond or
CK3 Bond thereafter, up to a maximum of $500. Each
bondholder will be required to pay a $40 semi-annual
disbursement fee which will be deducted from the
Redemption Price.
Tax and Legal Matters

The Issuer will ensure that all payments to bondholders
are remitted with all local (U.S.) expenses and tax
liabilities fully accounted for and taken care of in
accordance with current US tax regulations. Once in
receipt of their funds, bondholders must at all times
remain responsible for their own personal tax affairs.
It should be noted that the above assurances are given
in good faith but cannot take account of any future
changes in legislation.
The Issuers multiple revenue stream strategy is based

on established and proven activities tailored to local
trading conditions and adapted as the market adjusts
through the recovery cycle. The strategy includes market
evaluations and the identification and assessment of
external and internal risk factors. Significant unforeseen
changes or outcomes, beyond those factored into
the strategy and business model may however occur,
which could have an adverse impact on the Issuers
performance or financial position.
Performance of the Issuers investment

portfolio
The performance of the investment portfolio may be
affected by a number of factors. The amount of assets
under management and performance of the portfolio
may be affected by matters beyond the Issuers control,
including conditions in the domestic and global financial
markets and the wider economy, such as the level and
volatility of real estate prices, interest rates, exchange
rates or other similar event having an impact on the
value of the dollar, liquidity in markets, credit spreads,
margin requirements, the availability and cost of credit
and the responses of governments and regulators to
these economic and market conditions.
Adverse movements in any of the global conditions
described above could result in losses on investments
in the investment portfolio all of which, individually
or taken together, could have a materially adverse
effect on the business, financial condition, results of
operations and/or prospects of the Issuer.
The Issuer invests directly or indirectly in land and
property. If investment in any one State or real
estate class becomes unduly concentrated, the
Issuer could suffer increased impairment to its
investment performance or increased financial loss
as a consequence of adverse market, economic or
environmental conditions impacting a particular State
or type of real estate. In addition, the Issuer sources
all of its funding from private investors. The Issuer
could therefore suffer impairment to its ability to make
investments or financial loss in the event of failing to
raise adequate funds from its investors.
Furthermore, loss of investor confidence in the Issuer,
or in the alternative investment sector generally,
whether because of changes in investor risk appetite,
investor liquidity requirements, regulatory and fiscal
changes, poor relative or absolute performance of the
Issuers investment or alternative investments generally
or for any other reason could have an adverse impact
on the Issuers performance or financial position.
10
Changes to the regulatory frameworks under

which the Issuer operates or a breach of applicable
regulations could damage the Issuers reputation
and affect the Issuers costs, returns and financial
condition
Risks related to the market generally
The Issuer operates in several jurisdictions and its

business is therefore subject to different regulatory
regimes depending on which State it is conducting its
investment activities.
Exchange rate risks and exchange controls
Furthermore, new legislation, such as the Alternative

Investment Fund Managers Directive in the EU and
the Dodd-Frank Act in the U.S., and regulations
implementing such legislation, might have an adverse
impact on the Issuer by, for example, imposing
restrictions on the marketing of investments to certain
investors.
Changes in tax laws or in the policy of tax
administrations, either in the United Kingdom or in
the USA could adversely affect the Issuers future
after-tax returns
A change in relevant UK legislation or in Her Majestys
Revenue and Customs policy or practice could adversely
affect the Issuers returns or financial condition. Similar
risks may exist in certain US jurisdictions in which the
Issuer operates and in relation to tax structures which
have been put in place. This includes structures designed
to ensure that the Issuer does not create a permanent
establishment in some jurisdictions or that certain
associate companies are tax resident in a particular
jurisdiction only, as a necessary part of the overall tax
structure. The creation of a permanent establishment
for the Issuer in some jurisdictions or certain associate
companies being considered tax resident in more than
one particular jurisdiction could result in the Issuer or
associate companies being subject to withholding or
other taxes on income received from or gains arising
on the sale of investments. Likewise, changes in
relevant taxation legislation or applicable tax treaties
could affect the expected tax position of the Issuer or
of certain associate companies, and could require less
favourable tax structures to be put in place.
Set out below is a brief description of certain market

risks, including exchange rate risk, interest rate risk and
legal restrictions:
The Issuer will pay principal and interest on the CK2
Bonds and the CK3 Bonds in dollars. This presents
certain risks relating to currency conversions if an
investors financial activities are denominated principally
in a currency or currency unit (the Investors Currency)
other than dollars. These include the risk that exchange
rates may significantly change (including changes
due to devaluation of the dollar or revaluation of the
Investors Currency) and the risk that authorities with
jurisdiction over the Investors Currency may impose or
modify exchange controls. An appreciation in the value
of the Investors Currency relative to the dollar would
decrease (i) the Investors Currency equivalent yield
on the CK2 Bonds or the CK3 Bonds, (ii) the Investors
Currency equivalent value of the principal payable on
the CK2 Bonds or the CK3 Bonds and (iii) the Investors
Currency equivalent market value of the CK2 Bonds or
the CK3 Bonds. Government and monetary authorities
may impose (as some have done in the past) exchange
controls that could adversely affect an applicable
exchange rate. As a result, investors may receive less
interest or principal than expected, or no interest or
principal.
Interest rate risks
Investment in fixed rate bonds involves the risk that
subsequent changes in market interest rates may
adversely affect the value of fixed rate bonds.
Legal investment considerations
certain investments
may
restrict
The investment activities of certain investors are subject

to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential
investor should consult its legal advisers to determine
whether, and if so to what extent, (i) CK2 Bonds and the
CK3 Bonds are legal investments for it, (ii) CK2 Bonds
and the CK3 Bonds can be used as collateral for various
types of borrowing and (iii) other restrictions apply
to its purchase or pledge of any CK2 Bonds and CK3
Bonds. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the
appropriate treatment of CK2 Bonds and CK3 Bonds
under any applicable risk-based capital or similar rules.
11
Legal Opinion
European Economic Area
As confirmed by our U.S. tax advisors at the time of this

brochure being prepared, since the yields generated
by the investment are regarded as loan repayments to
bond owners, they are not subject to US withholding
tax (and thus obviate the need for time-consuming and
costly individual tax returns).
In relation to each Member State of the European

Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) each Sales
Agent has represented and agreed that with effect
from and including the date on which the Prospectus
Directive is implemented in that Relevant Member
State (the Relevant Implementation Date) it has not
made and will not make an offer of the Castle Keep
Bonds to the public in that Relevant Member State
prior to the publication of a prospectus in relation to
the Castle Keep Bonds which has been approved by
the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant
Member State and notified to the competent authority
in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with
effect from and including the Relevant Implementation
Date, make an offer of the Castle Keep Bonds to the
public in that Relevant Member State at any time in
circumstances which do not require the publication
by the Issuer of a prospectus pursuant to Article 3 of
Directive 2003/71/EC.
United States
The Castle Keep Bonds have not been and will not be
registered under the Securities Act and may not be
offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. Persons except
in certain transactions exempt from, or not subject to,
the registration requirements of the Securities Act and
in the manner so as not to require the registration of
the Issuer as an investment company pursuant to the
United States Investment Company Act of 1940.
For the purposes of this provision, the expression on

offer of Castle Keep Bonds to the public in relation to
any Castle Keep Bonds in any Relevant Member State
means the communication in any form and by any
means of sufficient information on the terms of the offer
and the Castle Keep Bonds to be offered so as to enable
an investor to decide to purchase or subscribe to the
Castle Keep Bonds, as the same may be varied in that
Member State by any measure implementing Directive
2003/71/EC in that Member State and the expression
Prospectus Directive means Directive 2003/71/EC
(and any amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State
and the expression 2010 PD Amending Directive means
Directive 2010/73/EU.
12
United Kingdom
Each
Sales
agreed that:
Agent
has
General
represented
and
Each Sales Agent has also agreed to comply with the

following selling restrictions:
(a) it has only communicated or caused to be

communicated and will only communicate or cause
to be communicated any invitation or inducement to
engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act
2000 (FSMA) received by or in connection with the
issue or sale of the Castle Keep Bonds in circumstances
in which section 21(1) of the FSMA does not apply to the
Issuer; and
(a) this brochure is furnished solely for information

purposes, directed at selected relevant persons and
may not be reproduced or redistributed to any other
person. It is strictly confidential and is solely destined
for persons or institutions to which it was initially
supplied. This document does not constitute an offer
or an invitation to subscribe for or to purchase any
securities and neither this document nor anything
contained herein shall form the basis of any contract or
commitment whatsoever; and
(b) it has complied and will comply with all applicable

provisions of the FSMA with respect to anything done
by it in relation to the Castle Keep Bonds in, from or
otherwise involving the United Kingdom.
(b) no action has been or will be taken in any jurisdiction

that would permit a public offering of the Castle Keep
Bonds, or the possession, circulation or distribution of
this brochure or any other material relating to the Issuer
or the Castle Keep Bonds, in any jurisdiction where
action for such purpose is required. Accordingly, the
Castle Keep Bonds may not be offered or sold, directly
or indirectly, and neither this brochure nor any other
offering material or advertisements in connection with
the Castle Keep Bonds may be distributed or published,
in or from any country or jurisdiction except under
circumstances that will result in compliance with any
applicable rules and regulations of any such country or
jurisdiction.
13
Contact us
For further information on investing in bonds please
contact your agent. For all other services please contact
the European office:
European office
71-75 Shelton Street
Covent Garden
London, WC2H 9JQ
Tel: +44 (0)207 030 3227
Email: info@castle-keep.com
Legal Advisors
GRM Law
1 Bedford Row, London, WC1R 4BZ, UK
Stanton & Gasdick
201 N. New York Ave, Suite 200, Winter Park, FL, 32789,
USA
John C. Lessel
Pleasant Ridge Rd, Little Rock AR 72212, USA
Stanton & Gasdick

201 N. New York Ave
Suite 200
Winter Park
FL 32789
USA
Tel: +1 305 896 9870
Professional Advisors
Parks De Filippo & Assocs
Lookout Place, Maitland FL 32751, USA
Zvi Rafilovich
Sheridan St, Hollywood FL 33020, USA
14
Subscription Certifications
Where a person intends to rely on Articles 48, 50 or 50A
of the Financial Promotion Order, certain declarations
must be made when subscribing for Castle Keep Bonds
as follows.
Pursuant to Article 48 of the Financial Promotion Order,
Certified High Net Worth Individuals must certify as
follows:
Statement for Certified High Net Worth Individual
I declare that I am a certified high net worth individual
for the purposes of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005.
I understand that this means:
a) I can receive financial promotions that may not have
been approved by a person authorised by the Financial
Conduct Authority;
b) the content of such financial promotions may not
conform to rules issued by the Financial Conduct
Authority;
c) by signing this statement I may lose significant rights;
d) I may have no right to complain to either of the
following:
(i) the Financial Conduct Authority; or
(ii) the Financial Ombudsman Scheme;
e) I may have no right to seek compensation from the
Financial Services Compensation Scheme.
I am a certified high net worth individual because at
least one of the following applies:
to understand the risks associated with investments of

the type described in this brochure; and (b) provide a
signed statement in the following terms:
I make this statement so that I am able to receive
promotions which are exempt from the restrictions
on financial promotion in the Financial Services and
Markets Act 2000. The exemption relates to certified
sophisticated investors and I declare that I qualify as
such in relation to investments of the kind set out in
the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005. I accept that the contents of
promotions and other material that I receive may not
have been approved by an authorised person and that
their content may not therefore be subject to controls
which would apply if the promotion were made or
approved by an authorised person. I am aware that
it is open to me to seek advice from someone who
specialises in advising on this kind of investment..
Pursuant to Article 50A of the Financial Promotion
Order, Self-certified Sophisticated Investors must
certify as follows:
Statement for Self-certified Sophisticated Investor
I declare that I am a self-certified sophisticated investor
for the purposes of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005.
I understand that this means:
(a) I can receive financial promotions that may not have
been approved by a person authorised by the Financial
Conduct Authority;
(b) the content of such financial promotions may not
conform to rules issued by the Financial Conduct
Authority;
a) I had, during the financial year immediately preceding

the date below, an annual income to the value of
100,000 or more;
(c) by signing this statement I may lose significant rights;
b) I held, throughout the financial year immediately

preceding the date below, net assets to the value of
250,000 or more. Net assets for these purposes do not
include
(i) the Financial Conduct Authority; or
(i) the property which is my primary residence or any

loan secured on that residence;
(ii) any rights of mine under a qualifying contract of
insurance within the meaning of the Financial Services
and Markets Act 2000 (Regulated Activities) Order 2001;
or
(iii) any benefits (in the form of pensions or otherwise)
which are payable on the termination of my service or
on my death or retirement and to which I am (or my
dependants are), or may be, entitled.
I accept that I can lose my property and other assets
from making investment decisions based on financial
promotions.
I am aware that it is open to me to seek advice from
someone who specialises in advising on investments.
Pursuant to Article 50 of the Financial Promotion
Order, Certified Sophisticated Investors must: (a) certify
that they have a current certificate in writing or other
legible form signed by an authorised person to the
effect that such person is sufficiently knowledgeable
(d) I may have no right to complain to either of the

following
(ii) the Financial Ombudsman Scheme;
(e) I may have no right to seek compensation from the
Financial Services Compensation Scheme.
I am a self-certified sophisticated investor because at
least one of the following applies:
(a) I am a member of a network or syndicate of business
angels and have been so for at least the last six months
prior to the date below;
(b) I have made more than one investment in an unlisted
company in the two years prior to the date below;
(c) I am working, or have worked in the two years prior
to the date below, in a professional capacity in the
private equity sector, or in the provision of finance for
small and medium enterprises;
(d) I am currently, or have been in the two years prior to
the date below, a director of a company with an annual
turnover of at least l million.
I accept that I can lose my property and other assets
from making investment decisions based on financial
promotions.
I am aware that it is open to me to seek advice from
someone who specialises in advising on investments.
15
Additional Information
Castle Keep LLC: Certificate of Registration
Castle Keep LLC: Assignment of Ownership
Funds In
Investor
Plots
Registrar
Registrar
Apartments
Sends funds to
holding account
Use of
Holding ACCT
Houses
funds
Registrar verifies paperwork
deployed
Securitised
Lending
With paperwork approved funds

remitted to Bond Issuers Trading Account
Bank Trading ACCT
Bond Issuer
New Build
Funds Out
Plots
Bond Issuer
Apartments
Houses
Securitised
Lending
FX Company
Sends bulk funds
to FX Co
Sources
of funds
Investors
Fx Co. distributes
funds bi-annually
New Build
16

Anton Tardif - Castle Keep

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Anton Tardif - Castle Keep

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Structured

Partners / Legal Advisors / Professional Advisors / Team

Important Notice / Preface

The CK2 and CK3 Bonds

Investment Security / Bond Summary of Terms

How to Invest / Risk Assessment

Legal Opinion / United States / European Economic Area

United Kingdom / General

Due Diligence Summary

Established over 230 years ago in 1784, our partner GRM

The partners and associates behind Castle Keep LLC are

The content of this brochure has not been approved

Short and Medium term investment bonds with fixed

The investments described in this brochure are available

In 2011, according to the S&P / Case-Schiller* Home

Following the success of the Roche, Castle Keep and

The property crash, combined with the US economy

The CK2 and CK3 Bonds

Real estate is typically sourced in prime locations

Bond Issuer Credentials

Bond Summary of Terms

Castle Keep LLC, a Florida limited liability company

Increase the return on your investment by a further 2% per annum

Principal Payments on the CK2 Bonds and the CK3

Form of the CK2 Bonds and the CK3 Bonds: An

Risks relating to the Issuer and its

Tax and Legal Matters

The Issuers multiple revenue stream strategy is based

Performance of the Issuers investment

Changes to the regulatory frameworks under

Risks related to the market generally

The Issuer operates in several jurisdictions and its

Exchange rate risks and exchange controls

Furthermore, new legislation, such as the Alternative

Set out below is a brief description of certain market

The investment activities of certain investors are subject

European Economic Area

As confirmed by our U.S. tax advisors at the time of this

In relation to each Member State of the European

For the purposes of this provision, the expression on

Each Sales Agent has also agreed to comply with the

(a) it has only communicated or caused to be

(a) this brochure is furnished solely for information

(b) it has complied and will comply with all applicable

(b) no action has been or will be taken in any jurisdiction

Stanton & Gasdick

to understand the risks associated with investments of

a) I had, during the financial year immediately preceding

(c) by signing this statement I may lose significant rights;

b) I held, throughout the financial year immediately

(i) the Financial Conduct Authority; or

(i) the property which is my primary residence or any

(d) I may have no right to complain to either of the

Castle Keep LLC: Certificate of Registration

Castle Keep LLC: Assignment of Ownership

With paperwork approved funds

Bank Trading ACCT

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