Magnify CERES II

CERES II is a closed-end Portuguese FCR (CMVM registration 2084, approved 20 May 2024) run by Magnify Capital Partners, buying majority stakes in Portuguese proximity food-retail companies alongside its 2021-vintage sibling CERES I. It pairs one of the best-documented Golden Visa eligibility files in our database with one of its more unusual fee shapes: a 40% carried interest above an 8% hurdle, sitting on top of visa unit categories whose distributions are capped at 4.5% per period. Understanding who that waterfall pays, and when, is most of the diligence.

What does the fund actually invest in?

The strategy is deliberately unglamorous: neighbourhood grocery. CERES II acquires majority stakes, through share deals only, in small and medium-sized companies headquartered in Portugal that operate proximity food-retail stores, capitalising and developing them under own or third-party brands, including a leading Sonae-group grocery brand, before divesting via company sales. It co-invests alongside CERES I, the strategy's 2021 vintage.

The by-laws put hard fences around the mandate. Listed securities are capped at 20% of NAV, projects outside food retail at 20%, and borrowing at 15% of capital; owning real estate is prohibited outright. That last prohibition is not incidental, it is what anchors the fund's Golden Visa eligibility file, covered below.

The consumer-staples logic is the pitch: proximity food retail is the kind of demand that persists through downturns, and the manager backs the thesis with sector-resilience data. What does not exist yet is fund-level evidence. CERES II entered subscription in July 2024 and publishes no NAV or return series; the manager reports the CERES strategy's 2023 investments created 100+ jobs serving 46,000+ customers, but discloses no financial returns. Investors are underwriting the thesis and the franchise model, not a track record.

What does the 40% performance fee actually mean?

Taken alone, the number is striking: 40% carried interest is double the 20% that is conventional in private equity. The shape around it matters more than the headline.

The by-laws define the waterfall in two regimes. Up to 8% net profitability, the Golden Visa categories C1-C3 receive up to 4.5% of invested capital per period first, and the remainder goes to professional-investor Category A. Above the 8% hurdle, all categories receive their up-to-4.5% first, and then the remaining dividends split 60% to Category A and 40% to Category B, the manager-linked units. So the 40% only switches on above an 8% hurdle, itself well above the 5% preferred return more typical in this market.

Here is the part Golden Visa readers should sit with: the carry barely touches them. C1-C3 distributions are capped at 4.5% of invested capital per period regardless of how well the fund does. Upside beyond the cap is allocated between Category A and the manager, so the 40% carry is really a negotiation between professional investors and Magnify. The visa investor's economics are set by the cap and the buy-back mechanism, not the waterfall's top end.

Read as incentives, the structure concentrates the manager's variable pay in strong outcomes: nothing above the fixed fees until 8% net, then a large share. Whether that is attractive discipline or expensive upside depends on which unit category you would hold, and on your view of how likely the fund is to clear 8%.

What do the fees cost you over a Golden Visa hold?

The fixed layer is straightforward and, unusually for this market, fully documented. Management is 2.5% per annum on subscribed capital, with a fund-level minimum of €108,000 per year; the depositary charges a further 0.1% per annum on net asset value. There is no subscription fee, and no redemption fee arises because the structure has no ordinary redemptions.

On a €500,000 subscription, 2.5% implies about €12,500 per year: roughly €75,000 over six years and €87,500 over seven, before the depositary charge. That 2.5% sits above the roughly 1.5-2% band typical of Golden Visa funds, though the absent subscription fee claws some of that back against peers charging 3% up front.

The €108,000 minimum deserves a note. It binds at fund level whenever subscribed capital is below about €4.3M, simple arithmetic at 2.5%, which means early or small raises carry a proportionally heavier fee load spread across fewer investors. Current subscribed capital is not published, so ask where the raise stands against the €40,001,000 maximum before subscribing.

Liquidity, lock-up and the citizenship timeline

Nominally, this is one of the longest structures in the Golden Visa universe: a 12-year term from incorporation, extendable one year at a time, once or more, by majority resolution of the unit-holders' meeting. There are no ordinary redemptions, and NAV is struck every six months.

The design, though, decouples visa investors from the fund term. The by-laws provide for three capital reductions extinguishing the C1, C2 and C3 categories in line with ARI program phases; when an investor's Golden Visa participation ends, the manager and custodian automatically execute the distribution of the initial investment, subject to fund performance. Directory data separately records a 60-month minimum holding period, a single-sourced figure worth confirming, and it fits the rough shape of a naturalization timeline that tends to run six to seven years in practice.

Two loose ends. Exit before the ARI-linked reduction depends on finding a buyer for the units, never dependable in a private fund. And the subscription window itself is disputed: the manager's site indicates subscriptions run to around July 2027, while another aggregator lists 31 December 2026. Confirm the live deadline directly.

What should US citizens know?

The manager leans into the US market by its marketing: the fund is described as US FATCA compliant and PFIC-ready, with full compliance with US tax regulations. That phrasing implies US persons are accepted and that annual PFIC materials are prepared, which would put CERES II ahead of the many Portuguese funds that publish nothing for US investors.

The gaps are precise. No explicit US-acceptance statement was found, the directory's accepts-US-persons field is "unknown", and QEF information statements, the documents that let a US investor elect Qualified Electing Fund treatment and avoid the punitive default PFIC regime, are suggested by "PFIC-ready" but not explicitly confirmed. IRA eligibility is not addressed anywhere.

As a Portuguese FCR, the fund is expected to be a PFIC. The workable path is written confirmation from Magnify of acceptance terms and annual QEF statement delivery, reviewed with a US tax adviser, before the €500,000 moves. Note too that for a QEF-electing holder of a capped C1-C3 unit, the tax mechanics interact with the 4.5% distribution cap, another question for the adviser rather than an assumption.

How does it compare with other Golden Visa funds?

Within our database, CERES II is distinctive on three axes. Documentation: full English by-laws, a signed eligibility statement and an AIMA declaration are all public, which is rare, most funds here are reconstructed from directory data. Fee shape: the 2.5% management fee is above the typical band and the 40%-over-8% carry is unlike the standard 20%-over-5%, though the visa categories' capped profile makes direct carry comparisons misleading. And exit design: the ARI-linked capital reductions give visa investors a defined mechanism most closed-end peers lack.

For contrast within the same private equity category, Lince Growth Fund II offers the conventional shape, uncapped upside, 20% carry over a 5% preferred, single-source documentation, and Fortitude Special Situations II another strategy flavour. The full field is in our fund database.

What the fund has not published

For completeness; each item's weight depends on your situation. Current subscribed capital against the €40,001,000 maximum. An ISIN. Explicit US-investor acceptance terms and QEF reporting details behind the "PFIC-ready" label. The exact incorporation date, with CMVM approval on 20 May 2024 and subscriptions from July 2024 as the anchors. The subscription-deadline conflict between roughly July 2027 and 31 December 2026 across sources. And the CMVM registration number 2084, stated in the brochure but not independently verified against the registry. There is also no published target return and no NAV or performance history yet.

Next step

If a defensive food-retail thesis with a documented eligibility file and a defined, capped exit suits your Golden Visa plan, the remaining work is confirmation rather than discovery: the live subscription deadline, capital raised to date, and the US acceptance and QEF terms in writing. Roots can walk you through the by-laws and the alternatives independently, without a sales agenda. This is information, not investment, tax or immigration advice; capital is at risk, and the buy-back mechanism itself is subject to fund performance.