PROSPECTUS. Relating to the issue of shares in DIRECT BEST INVEST EXCELLENCE S.C.A.

Transcription

1 PROSPECTUS Relating to the issue of shares in DIRECT BEST INVEST EXCELLENCE S.C.A. Investment Company with Variable Share Capital Specialised Investment Fund (Sociétéd'Investissement à Capital Variable Fondsd'InvestissementSpécialisé) RCS Luxembourg B Luxembourg Prospectus December 2010 VISA 2011/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 14/01/2011 Commission de Surveillance du Secteur Financier

2 MANAGEMENT AND ADMINISTRATION 1. Registered office 2, avenue Charles de Gaulle L-1653 Luxembourg 2. Fund Manager Direct Best Invest S.àr.l. 11a, boulevard Prince Henri L-1724 Luxembourg 3. Custodian Bank ING, Luxembourg 52, route d Esch L-2965 Luxembourg 4. Administrative Agent, CF Fund Services S.A. Registrar and Transfer Agent, 2, avenue Charles de Gaulle and Domiciliary Agent L-1653 Luxembourg 5. Audit PricewaterhouseCoopers S.àr.l. 400, route d'esch L-1471 Luxembourg 6. Tax advisor PricewaterhouseCoopers S.àr.l. 400, route d'esch L-1471 Luxembourg 7. Accountant of the Investment BDO CompagnieFiduciaire Subsidiaries of the Company 2, avenue Charles de Gaulle B.P. 351 L-2013 Luxembourg Copies of this Prospectus and any information relating thereto may be obtained from the registered office of the Fund Manager at its address mentioned above. 2

3 TABLE OF CONTENTS Page 1. STRUCTURE DURATION INVESTMENT CONSIDERATIONS INVESTMENT RESTRICTIONS RISK FACTORS FUND MANAGER CUSTODIAN, PAYING AGENT, DOMICILIARY, ADMINISTRATIVE AGENT AND REGISTRAR AND TRANSFER AGENT ACCOUNTANT AUDITOR SHARES ISSUE OF SHARES CONVERSION OF SHARES CONVERSION OF COMMITMENT REDEMPTION OF SHARES DETERMINATION OF THE NET ASSET VALUE DISTRIBUTION POLICY CHARGES AND EXPENSES MEETINGS OF, AND REPORTS TO, SHAREHOLDERS DISSOLUTION AND LIQUIDATION OF THE COMPANY DISSOLUTION AND MERGER OF SUB-FUNDS OR CLASSES OF SHARES TAXATION DOCUMENTS AVAILABLE ANNEX I: SUB-FUNDS PARTICULARS I. DIRECT BEST INVEST EXCELLENCE S.C.A. DUNYA PRIVILEGE II. DIRECT BEST INVEST EXCELLENCE S.C.A. EDELWEISS PRIVILEGE III. DIRECT BEST INVEST EXCELLENCE S.C.A. ALTERNATIVE ENERGY IV. DIRECT BEST INVEST EXCELLENCE S.C.A. BOURBON PRIVILEGE

4 GLOSSARY OF TERMS Unless the context implies otherwise, the terms used in the Prospectus shall be interpreted as follows: "Administrative Agent" CF Fund Services S.A.. "Articles" the articles of incorporation of the Company, as they may be amended from time to time. "Auditor" PricewaterhouseCoopers S.àr.l. "Base Currency" means the reference currency of a Sub-Fund. "Business Day" a day on which banks are open for business in Luxembourg (excluding Saturdays, Sundays and public holidays). "CHF or Swiss Franc" the lawful currency of Switzerland. "Class" each class of Shares within a Sub-Fund. "Closing" the date (or dates) determined by the Fund Manager on or prior to which duly executed Subscription Agreements in relation to the issuance of Shares pursuant to the Prospectus and the Articles have to be received by the Company and on which Subscription Agreements are accepted. "Commitment Period" means the period during which the Fund Manager may drawdown Commitments. "Commitments" means undertakings by Investors to subscribe for Shares in a certain amount (each, a "Commitment"). "Company" Direct Best Invest Excellence S.C.A., a Luxembourg SICAV-FIS incorporated on 13 May 2008in Luxembourg under the provisions of the SIF Law. "Custodian" ING, Luxembourg. "Defaulting Investor" means an Investor who has failed to comply with a Drawdown Notice in respect of its Undrawn Commitment and who has been declared to be a 4

5 Defaulting Investor by the Fund Manager pursuant to article 6 of the Articles. "Denomination Currency" means the reference currency of a Class. "Drawdown" means a request by the Fund Manager for the payment of a certain amount under a Commitment. "Drawdown Date" means a Valuation Day as of which the Fund Manager makes a Drawdown under the Commitments. "Drawdown Notice" means each written notice sent to relevant Investors by the Company which provides such Investors with not less than 10 Business Days prior notice of the payment date. "Eligible Investor" any Investor qualifying as a well-informed investor within the meaning of the SIF Law, i.e. an institutional investor, a professional investor or another well-informed investor within the meaning of article 2 of the SIF Law, namely an Investor who (i) adheres in writing to the status of wellinformed investor and (ii) either invests a minimum of EUR 125,000 or its equivalent in another currency in the Company or benefit from a certificate delivered by a credit institution within the meaning of Directive 2006/48/EC, an investment firm within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC stating that he has experience enough to appreciate in adequate manner an investment in the Company. "EU" the European Union. "Euro" or " " or "EUR" the Euro, being the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. "First Closing" means the date on which the first Subscription Agreement(s) are/is accepted in the relevant Sub- Fund. "Fund Manager" Direct Best Invest S.àr.l. 5

6 "Initial Issue Price" for each Sub-Fund, the issue price of a Share in that Sub-Fund on the First Closing for the relevant Sub-Fund. Initial Offer Period For each Sub-Fund, the period disclosed in the relevant Sub-Fund Particulars. "Investment Objective and Policies" means the investment objective and policies of each Sub-Fund. Investment Subsidiaries Intermediate investment subsidiaries trough which a Sub-Fund may invest in target investments. "Investors" means any person who intends and is entitled to subscribe to or acquire Shares or who has subscribed or acquired Shares. "Mémorial" the Mémorial C, Recueil des Sociétés et Associations (the official gazette of Luxembourg). "Net Asset Value" or "NAV" the net asset value of the Company or, if the context so implies, the net asset value of a Sub- Fund, Class or per Share from a Class within a Sub-Fund, in each case as determined from time to time in accordance with the Articles. "OECD" means the Organisation for Economic Cooperation and Development. "Offer" "Prospectus" for each Sub-Fund, the offer to subscribe for Shares in the relevant Sub-Fund. the prospectus of the Company as it may be updated from time to time. "Registrar and Transfer Agent" CF Fund Services. "Share" Limited share issued by the Company. "Shareholder" a holder of Shares of the Company. "SIF" Specialised Investment Fund. "SIF Law" the Luxembourg law of 13 February 2007 relating to Specialised Investment Funds. 6

7 "Sub-Fund" a compartment of the Company. "Sub-Fund Particulars" part of the Prospectus containing information relating to each Sub-Fund. "Subsequent Closing" any Closing following the First Closing. "Subscription Agreement" the agreement to be signed by an Eligible Investor by which it agrees to commit to subscribe a certain amount in an identified Sub-Fund. "Undrawn Commitment" means the amount of an Investor s outstanding Commitment which remains available to be draw down by the Fund Manager. "US Dollar" or "USD" the lawful currency of the United States of America "Valuation Day" a day as at which the Net Asset Value is determined, being the last calendar day of each year and any other day as may be determined by the Fund Manager in its discretion. 7

8 1. STRUCTURE DIRECT BEST INVEST EXCELLENCE S.C.A. (the "Company") is offering shares(the "Shares") on the basis of the information contained in this prospectus (the "Prospectus") and in the documents referred to herein. An amendment or updated Prospectus shall be provided, if necessary, to reflect material changes to the information contained herein. The Company has been created as a specialised investment fund ("SIF") under the Luxembourg law of 13 February 2007 relating to specialised investment funds (the "SIF Law"). The Company is a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg as a société d'investissement à capital variable. As a société en commandite par actions the Company has two different types of participants: (i) (ii) The associé-gérant commandité who is the equivalent of the general partner of a limited partnership. By operation of law, the associé-gérant commandité is jointly and severally liable for any obligations that cannot be met with the assets of the Company. The Fund Manager, Direct Best Invest S.àr.l., is the associé-gérant commandité and is therefore responsible for the management of the Company. The unlimited shares held by the Fund Manager are deemed to be shares issued within the DIRECT BEST INVEST EXCELLENCE S.C.A. DUNYA PRIVILEGE Sub-Fund. the Shareholders whose liability is limited to the amount of their investment in the Company. The Company may have an unlimited number of Shareholders. The Company has been created as a SIF with multiple compartments (each a "Sub-Fund") pursuant to article 71 of the SIF Law. A separate portfolio of assets is maintained for each Sub-Fund and is invested in accordance with the investment objective applicable to the relevant Sub-Fund. As a result, the Company is a "multiple compartment investment company" enabling Investors to choose between one or more investment objectives by investing in one or more Sub-Funds. The Company is one single legal entity. However, with regard to third parties, each Sub-Fund is exclusively responsible for all the liabilities attributable to it. The Fund Manager may within each Sub-Fund issue separate share Classes with specific features determined by the Fund Manager. At the date of this Prospectus, the Company is accepting commitments to subscribe Shares in the DIRECT BEST INVESTEXCELLENCE S.C.A. DUNYA PRIVILEGE Sub-Fund, the DIRECT BEST INVESTEXCELLENCE S.C.A. EDELWEISS PRIVILEGE Sub-Fund, the DIRECT BEST INVEST EXCELLENCE S.C.A. ALTERNATIVE ENERGY Sub-Fund and the DIRECT BEST INVEST EXCELLENCE S.C.A. BOURBON PRIVILEGE Sub-Fund. If further Sub-Funds are created, the Prospectus will be updated accordingly. A more detailed description of each Sub-Fund is available in Annex I. "Sub-Fund Particulars". The Shares of the Company are, in accordance with the requirements of the SIF Law, reserved to well-informed investors. A well-informed investor shall be an institutional investor, a professional investor or any other investor who meets the following conditions: a) he has confirmed in writing that he adheres to the status of well-informed investor, and b) (i) he invests a minimum of EUR 125,000 (or its equivalent in another currency) in the Company, or (ii) he has been the subject to an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC or by a management company within the meaning of Directive 2001/107/EC certifying his expertise, his experience and his knowledge in adequately appraising an investment in the Company. Each such well-informed investor shall be referred to hereafter as an "Eligible Investor". 8

9 The conditions set forth hereabove are not applicable to the managers of the Fund Manager and other persons who intervene in the management of the Company. The Fund Manager has taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein. No person is authorised to give any information or to make any representations other than those contained in the Prospectus and in the documents referred to therein. The distribution of the Prospectus and the offering of the Shares may be restricted in certain jurisdictions. The Prospectus does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the person making the offer or solicitation is not qualified to do so or where a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of the Prospectus and of any person wishing to apply for Shares to inform himself of and to observe all applicable laws and regulations of relevant jurisdictions. The distribution of the Prospectus is not authorised unless it is accompanied by the most recent annual report of the Company. Such report is deemed to be an integral part of the Prospectus. The registration of the Company as a specialised investment fund does not require any Luxembourg authority to approve or disapprove either the adequacy or accuracy of the Prospectus or the assets held in the Company. Any representations to the contrary are unauthorised and unlawful. The Company was incorporated on 13 May, 2008 and is governed by the amended law of 10 August, 1915 on commercial companies and by the SIF Law. The articles of incorporation of the Company (the "Articles") are published in the Mémorial C, Recueil des Sociétés et Associations (the "Mémorial") of 6 June, 2008 and have been filed with the Luxembourg Register of Commerce and Companies. The share capital of the Company will be equal, at any time, to the total value of the net assets of all the Sub-Funds. USA - The Shares have not been registered under the United States Securities Act of 1933 as amended nor has the Company been registered under the Investment Company Act of 1940, as amended. Consequently, Shares of the Company may not be publicly offered or sold in the United States of America or in any of its territories subject to its jurisdiction and may not be offered to or for the benefit of, or purchased by, U.S. Persons (as defined in Article 8 of the Articles). Applicants may be required to declare that they are not U.S. Persons and are not applying for Shares on behalf of any U.S. Person. Although Shares are freely transferable, the Articles give powers to the Fund Manager to impose such restrictions as it may think necessary for the purpose of ensuring that no Shares in the Company are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the opinion of the Fund Manager might result in the Company incurring any liability or taxation or suffering any other disadvantage which the Company may not otherwise have incurred or suffered and, in particular, by any U.S. Person as referred to above or any other U.S. taxable person. Under such powers, the Company may compulsorily redeem all Shares held by any such person on the terms provided in the Articles and may restrict the exercise of rights attached to such Shares. The value of the Shares may fall as well as rise and a Shareholder, upon redemption of Shares may not get back the amount he initially invested. Income from the Shares may fluctuate in money terms and changes in rates of exchange may cause the value of the Shares to go up or down. The levels and basis of, and relieves from, taxation may change. There can be no assurance that the investment objectives of the Company will be achieved. 9

10 Investors should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding, redemption, if applicable, or disposal of the Shares. Investors are informed that their personal data and information given in the application form, as well as details of their shareholding, will be stored in digital form and processed in compliance with the provisions of the Luxembourg law of 2 August 2002 on data protection, as amended from time to time. Investors are also advised that their personal data will be held in the register of Shareholders maintained by the Registrar and Transfer Agent. The latter will thus process the personal data relating to Investors as the processor acting on behalf of the Company with responsibility for the processing of personal data. In accordance with the provisions of the law of 2 August 2002, Investors are entitled to request information about their personal data at any time as well as to correct it. In an effort to deter money laundering, the Company, the distributor (if any) and any of its agents (if any) or sub-distributor, the Administrative Agent and the Registrar and Transfer Agent must comply with all applicable international and Luxembourg laws and circulars regarding the prevention of money laundering and in particular with Luxembourg law dated November 12, 2004 against money laundering and terrorism financing, as amended from time to time. To that end, the Company, any of its agents, the Administrative Agent and the Registrar and Transfer Agent may request any information necessary to establish the identity of a potential Investor and the origin of subscription monies. Failure to provide documentation may result in a delay or rejection by the Fund of any subscription or exchange or a delay in payout of redemption of Shares by such Investor. 2. DURATION The Company is created for an unlimited period of time and may be dissolved at any time by the general meeting of Shareholders with the approval of the Fund Manager. 3. INVESTMENT CONSIDERATIONS The exclusive objective of the Company is to place the funds available to it in assets of any kind with the purpose of affording its Shareholders the results of the management of its portfolios. Each Sub-Fund shall pursue a distinct investment policy and the investment restrictions may differ for each of them. The investment policy and specific investment restrictions are disclosed for each Sub- Fund in the relevant Sub-Fund Particulars. 4. INVESTMENT RESTRICTIONS Each Sub-Fund will invest according to the principle of risk spreading. In particular, the Sub-Funds are in principle subject to and will conduct their investment operations in compliance with the following investment restrictions. Yet, the investment policy of a Sub-Fund may be subject to different or additional investment restrictions than those provided below, in which case such different or additional restrictions are disclosed in the relevant Sub-Fund Particulars. No Sub-Fund may invest more than 30% of its commitments in securities of the same kind issued by the same issuing body or in any single real property asset. This restriction does not apply: - to investments in securities issued or guaranteed by a Member State of the OECD, or by its local authorities or by supranational institutions and bodies of a European, regional or worldwide nature; - to investments in target open-ended or closed-ended funds which are subject to risk diversification requirements at least similar to those provided for in relation to funds ruled by the SIF Law; 10

11 For the application of the present restriction, each sub-fund of a target fund with an umbrella structure is to be considered as a separate issuer, provided that the principle of segregation of commitments of the different sub-funds of such target fund in relation to third parties is ensured. The assets underlying to financial derivative instruments used by each Sub-Fund will be subject to the same investment restriction of 30%. Similarly, the counterparty risk in an OTC derivatives transaction must be limited to 30% of each Sub- Fund s commitments. This restriction does not apply to OTC derivatives transactions when the counterparty is a first rank institution or when the counterparty risk is limited by other means such as the use of security arrangements. During a period not exceeding 4 years following the launch of a Sub-Fund, it may depart from the above restrictions. The Sub-Funds may not make short sales. 5. RISK FACTORS The value of an investment in the Sub-Funds may go down as well as up and involves various risks and investment considerations, some of which are highlighted below. Please refer to the relevant Sub-Fund Particulars for specific risk factors applying to each of the Sub-Funds CONDITIONS BEYOND THE COMPANY S CONTROL MAY ADVERSELY AFFECT THE VALUE OF THE REAL PROPERTY ASSETS Real property assets may be subject to varying degrees of risk generally incident to the ownership of real property, including (without limitation): changes in the economic or political climate in the target geographic area; local conditions such as an oversupply of space or a reduction in demand for real property in a particular area; the financial condition of tenants and occupiers; the failure of a counterparty to perform its obligations under a contract or other agreement; the quality and philosophy of management; the ability of the owner to provide maintenance and to control costs; interest and inflation rate levels; the availability of financing; the risk of acquiring a defective title; risks and operating problems arising out of the presence of certain construction materials; and potential liability under, and changes in, environmental, zoning, tax law and practice and other laws and government regulations VALUATION The underlying investments of the Company will consist substantially of real property. The value of the real property concerned will generally be a matter of a valuer s opinion and the amount derived on realisation of the property may be less than the valuation given to the property by the valuer. It may be difficult for Investors to obtain reliable information about the value of their Shares as distinct from that of the underlying real property. 11

12 5.3. LACK OF LIQUIDITY OF REAL PROPERTY ASSETS Real property assets are relatively illiquid. The eventual liquidity of all investments will depend on the success of the realisation strategy proposed for each investment. Such strategy could be adversely affected by a variety of factors. There is a risk that the Company may be unable to realise its investment objectives by sale or other disposition at attractive prices or at the appropriate times or in response to changing market conditions, or will otherwise be unable to complete a favourable exit strategy. Losses may be realised before gains on dispositions. The return of capital and the realisation of gains, if any, will generally occur only upon the partial or complete disposition of an investment. It is not expected that there will be a secondary market for Shares, with the result that Investors may be unable to exit an investment in the Company during their respective lives. Prospective Investors should therefore be aware that they may be required to bear the financial risk of their investment for an undetermined period of time. The Company is intended for long-term Investors who can accept the risks associated with making potentially illiquid investments in real property ENVIRONMENTAL LIABILITY The Company may be liable for the costs of removal or remediation of hazardous or toxic substances located in a real property. The costs of any required remediation or removal of such substances may be substantial. The presence of such substances, or the failure to remediate such substances properly, may also adversely affect the owner s ability to sell or lease the real property or to borrow using the real property as collateral. Laws and regulations may also impose liability for the release of certain materials into the air or water from a real property, including asbestos, and such release can form the basis for liability to third persons for personal injury or other damages. Other laws and regulations can limit the development of and impose liability for the disturbance of wetlands or the habitats of threatened or endangered species FUTURE INVESTMENTS UNSPECIFIED Prospective Investors will be unable to evaluate the merit of future investments. They must depend upon the judgement of the Fund Manager with respect to the selection and acquisition of real properties RISK OF LIMITED NUMBER OF INVESTMENTS Despite the diversification rule applicable to the investment policy of the Company, the Company may make a limited number of investments and, as a consequence, the aggregate return of the Company may be substantially adversely affected by the unfavourable performance of a single investment PROPERTY TAXES DECREASE RETURNS ON REAL ESTATE Real properties owned are and will be subject to real property taxes. An increase in property taxes could affect adversely the Company s income and ability to make distributions to its Shareholders and could decrease the value of that real property RISKS ASSOCIATED WITH SECURED BORROWINGS The Company intends to leverage its assets through borrowings, generally through the use of bank credit facilities, mortgage loans on real estate assets, construction loans on development and other borrowings The use of such borrowings can compound losses. Further, a failure to perform its obligations under the terms of any loan or other financing documents would permit the lenders to demand early repayment of the finance and to realise any security they have over the Company s assets. 12

13 5.9. ABILITY TO BORROW MONEY ON FAVOURABLE TERMS The ability of the Company to achieve its investment objectives through borrowings will depend on the ability to borrow money on favourable terms INSUFFICIENT REVENUES FROM UNDERLYING ASSETS The returns available from investments in real estate depend to a large extent on the amount of income earned and capital appreciation generated by the relevant properties as well as expenses incurred. If properties do not generate revenues sufficient to meet operating expenses, including debt service (if any) and capital expenditures, the Company s income will be adversely affected. Income from properties may be adversely affected by factors beyond the control of the Fund Manager including changes in the general economic climate and increased operating costs (including real estate taxes). Other factors which may adversely affect the Company s income include: the promulgation and enforcement of governmental regulations relating to land-use and zoning restrictions; environmental protection and occupational safety; unavailability of mortgage funds that may render the sale of a property difficult; the financial condition of buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls or tenants rights to new leases, energy shortages, supply shortages, risk of adverse political or social developments, including nationalization, expropriation of assets, confiscatory taxation, economic or political instability, acts of terrorism and war; various uninsured or uninsurable risks and acts of God, natural disasters and uninsurable losses. In addition, income from properties and real estate values also are affected by such factors as the cost of regulatory compliance, interest rate levels and the availability of financing. The Company s income would be adversely affected if a significant number of tenants were unable to pay rent or its properties could not be rented on favourable terms. Certain significant expenditures associated with each equity investment in real estate (such as external financing costs, real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income from the property COMPETITION Significant competition in acquiring real property may adversely affect the Company s ability to achieve its investment objectives FOREIGN EXCHANGE / CURRENCY RISK Shares in a Sub-Fund may be denominated in one or more currencies, which may be different from the reference currency of the Sub-Fund and the Sub-Fund may invest its assets in assets denominated in a wide range of currencies, some of which may not be freely convertible. The Net Asset Value of the Sub-Fund as expressed in its reference currency and the Net Asset Value of the different Classes of Shares denominated in a currency other than the reference currency of the Sub- Fund may fluctuate in accordance with the changes in the foreign exchange rate between the relevant currencies. The Sub-Fund may also be exposed to foreign exchange rate fluctuations with respect to the currencies in which the Sub-Fund's investments are denominated. The Sub-Fund may therefore be exposed to a foreign exchange/currency risk. It may not be possible or practicable to hedge against the consequent foreign exchange/ currency risk exposure. Moreover, when the consequent foreign exchange/ currency risk exposure is hedged against with financial derivatives, a perfect currency hedge is most often not possible CREATION OF INVESTMENT SUBSIDIARIES The Company has created and will from time to time create or acquire Investment Subsidiaries in order to increase the after-tax return for Investors. The use of Investment Subsidiaries creates additional risks due to changes in law, tax treaties and political developments that may adversely affect the returns of Shareholders. 13

14 6. FUND MANAGER Direct Best Invest S.à r.l. is a Luxembourg limited company (société à responsabilité limitée) and is the Fund Manager and the associé-gérant commandité of the Company. As Fund Manager, Direct Best Invest S.à r.l. is responsible for defining and implementing the Company's investment policy according to the general guidelines set out in this document. It is also responsible for the day-to-day management of the Company s assets. The board of managers of the Fund Manager comprises the following individuals: Mr Alain LATCHIMY, Chairman; Mr Ronacaly DAYA, Vice Chairman; Mr Murad IKHTIAR. 7. CUSTODIAN, PAYING AGENT, DOMICILIARY, ADMINISTRATIVE AGENT AND REGISTRAR AND TRANSFER AGENT ING, Luxembourg (ING) has been appointed as custodian (the "Custodian"). The Custodian carries out duties regarding custody of cash, securities and other assets deposits in accordance with the SIF Law. The Custodian shall further be responsible for the payment of the redemption price of the Shares by the Company. The Custodian may entrust all or part of the assets of the Company, in particular securities traded abroad or listed on a foreign stock exchange or admitted to a clearing system, to such clearing system or to such correspondent banks as may be determined by the Custodian from time to time. The Custodian s liability shall not be affected by the fact that it has entrusted all or part of the assets in its care to such a third party. The Company has also appointed the Custodian as its paying agent responsible for the payment of distributions, if any, to Shareholders of the Company. The rights and duties of ING as paying agent, domiciliary and administrative agent are governed by an agreement entered into on 17 may, 2010 for an unlimited period of time, which may be terminated at any time by the Company or ING on giving 30 days prior written notice. However, ING shall continue to act as Custodian pending replacement and until all assets of the Company have been transferred to the successor custodian. The Company has appointed CF Fund Services S.A. ( CF FS ) as domiciliary and administrative agent. In its capacity as administrative agent, CF FS is responsible for administrative duties required by Luxembourg law, and in particular for the calculation of the Net Asset Value per Share, for maintaining the accounting records of the Company and supervising the mailing of reports, notices and other documents to the Shareholders. The rights and duties of CF FS as paying agent, domiciliary and administrative agent are governed by an agreement entered into on 17 may, 2010 for an unlimited period of time, which may be terminated at any time by the Company or CF FS on giving 60days prior written notice. 14

15 Besides, CF FS has been appointed by the Company as registrar and transfer agent the "Registrar and Transfer Agent"). In this capacity, CF FS is responsible for handling the processing of subscriptions for Shares, dealing with requests for redemptions and accepting transfers of funds and for the safekeeping of the Shareholders register of the Company. The rights and duties of CF FS as registrar and transfer agent are governed by an agreement entered into on 17 may, 2010for an unlimited period of time, which may be terminated at any time by the Company or CF FS on giving 60days prior written notice. CF FS thus performs the functions of administrative agent and registrar and transfer agent for the Company. 8. ACCOUNTANT BDO Compagnie Fiduciaire is in charge of establishing the accounts of the Investment Subsidiaries and preparing consolidated figures used for the account consolidation at the level of the Sub-Funds. 9. AUDITOR The accounting information given in the annual report of the Company shall be audited by PricewaterhouseCoopers S.à r.l. The auditor shall, in the context of the audit, perform such other duties as are required by the applicable laws. The accounts of the Investment Subsidiaries will be audited by entities belonging, affiliated or linked to the PricewaterhouseCoopers group. 10. SHARES The Company has been set up as a "multiple compartment investment company" which means that the Company may be composed of several Sub-Funds with each Sub-Fund constituting a separate portfolio of assets and liabilities. Each Sub-Fund is treated as a separate entity and operates independently and as between Shareholders, each portfolio of assets shall be invested for the exclusive benefit of the relevant Sub-Fund. The net proceeds from the subscriptions to each Sub-Fund are invested in the specific portfolio of assets constituting such Sub-Fund and a purchase of Shares with respect to a Sub-Fund does not give the holder of such Shares any rights with respect to any other Sub-Fund. Pursuant to the SIF Law, a multiple compartment investment company constitutes a single legal entity. However, with regard to third parties, each Sub-Fund is exclusively responsible for all the liabilities attributable to it. Within each Sub-Fund, several Classes of Shares may be issued. Shares are issued in registered form only. Confirmations of holding will be issued upon subscription of Shares. Share certificates will only be issued upon formal request and a correspondent charge will be payable. Shares are freely transferable to Eligible Investors except to U.S. Persons or nominees thereof as defined in Article 8 of the Articles. All Shares must be fully paid-up; they are of no par value and carry no preferential or pre-emptive rights as such. Each Share of the Company, irrespective of its Sub-Fund, is entitled to one vote at any general meeting of Shareholders, in compliance with Luxembourg law and the Articles. 15

16 However, the Company may decline to accept the vote of any U.S. Person, as referred to hereabove and provided in the Articles. 11. ISSUE OF SHARES DESCRIPTION OF THE OFFER Shares of each Sub-Fund will be offered for subscription at one or more Closings as determined by the Fund Manager and described in the relevant Sub-Fund Particulars CLOSINGS During the Initial Offer Period for each relevant Sub-Fund, the Fund Manager will organise one or more Closings upon receipt of Subscription Agreements. After the Initial Offer Period for each Sub-Fund, the Fund Manager intends to organise Closings on an annual basis. However, the Fund Manager reserves the right to organise additional Closings depending on its view of the market and availability of investment opportunities. At each Closing, Investors will commit to subscribe to Shares of a specific Class of Shares by entering into a Subscription Agreement. The existing Shareholders of a Sub-Fund have pre-emptive rights in relation to additional Commitments accepted in that Sub-Fund after the Initial Closing proportionally to the number of Shares they hold in the relevant Sub-Fund at the time of the applicable Closing. The Fund Manager will give notice of a Closing to the existing Shareholders at least 20 Business Days prior to such Closing. The existing Shareholders will then have to notify the Fund Manager within 10 Business Days if they intend to exercise all or part of their pre-emptive rights in relation to such Closing. The specificities of each Closing for each Sub-Fund are described in the relevant Sub-Fund Particular DRAWDOWNS Investors having entered into a Subscription Agreement will subscribe for Shares, for the requested amount, upon receipt of a Drawdown Notice sent by the Fund Manager at least 10 Business Days in advance, unless otherwise provided for in the Drawdown Notice. The Fund Manager may decide, in its absolute discretion, to drawdown the Commitments in one or more instalments. The Fund Manager may decide to call all or part of the Undrawn Commitments at any time during a 5-year period from the Closing on which the Subscription Agreement has been accepted (the "Commitment Period"). Drawdown Notices will be sent to each Investor at the address specified in the Subscription Agreement. Payment details will be indicated in the Drawdown Notices ISSUE PRICE Initial Offer Period The Initial Issue Price of the Shares subscribed on the basis of Subscription Agreements accepted on the Initial Closing will be fixed at a unit price of 1000 in the Denomination Currency of the relevant Class plus an entry fee of 3% of the unit price for the benefit of the Fund Manager. Shares subscribed on the basis of Subscription Agreements accepted on any subsequent Closing during the Initial Offer Period will be issued at a unit price equal to (i) the Initial Issue Price plus (ii) a premium, for the benefit of the Sub-Fund, determined by the Fund Manager in its absolute discretion as an appropriate provision for duties and charges and such other adjustment as the Fund Manager may determine to 16

17 ensure fairness between the Shareholders, plus an entry fee of 3% of the unit price, for the benefit of the Fund Manager. Subsequent Offers Shares subscribed on the basis of Subscription Agreements accepted on any Closing after the Initial Offer Period will be issued, at a unit price equal to (i) the higher of the Initial Issue Price or of the NAV per Share of the existing Shares within that Class as of the relevant Drawdown Date, as adjusted, as the case may be, as the Fund Manager may from time to time determine to ensure fairness between the Shareholders, plus (ii) such sum as the Fund Manager in its absolute discretion may from time to time determine as an appropriate provision for duties and charges plus an entry fee of 3% of the unit price, for the benefit of the Fund Manager. Subscription in kind The Fund Manager may agree to issue Shares as a consideration for a contribution in kind of securities or other assets, provided that such securities or other assets comply with the Investment Objectives and Policies of the relevant Sub-Fund and that the contribution is made in compliance with the conditions set forth by Luxembourg law, in particular the obligation to deliver a valuation report from the auditor of the Company ("réviseur d'entreprises agréé") which shall be available for inspection. Any costs incurred in connection with a contribution in kind of securities or other assets shall be borne by the relevant Shareholders DEFAULT ON DRAWDOWN In the event that any Investor fails to comply with a Drawdown Notice, interest will accrue on the resulting unpaid amount at 4% per annum above the European Central Bank s base rate from time to time. If the unpaid amount, plus interest thereon, is not paid within 30 days, the Fund Manager shall have the right to: a) impose damages corresponding to 10% of the Commitment; b) set off any distributions to the Defaulting Investors until any amounts owing to the Sub-Fund have been paid in full; and c) suspend any voting rights attached to the Defaulting Investor's Shares. In addition, the Fund Manager may take any of the following actions: a) redeem the Shares of the Defaulting Investor upon payment to such Investor of an amount equal to 85% of the NAV of its shareholding in the Sub-Fund at the relevant time; b) reduce or terminate the Defaulting Investor s Commitment; c) exercise any other remedy available under applicable law; d) offer the non-defaulting Investors the right to purchase the Defaulting Investor s interest in the Sub-Fund at a price equal to 85% of the NAV of the interest in the Sub-Fund; or e) admit new Investors in order to replace the Defaulting Investor. 17

18 11.6. MINIMUM COMMITMENT The Fund Manager may set Minimum Commitment requirements for each Sub-Fund, as disclosed in the relevant Sub-Fund Particulars. The Fund Manager shall have the power to accept smaller initial or subsequent Commitments in its sole discretion, subject to the requirement that all Investors are Eligible Investors. The Fund Manager is not authorised to accept money on behalf of Investors. All subscriptions shall be made directly to the relevant Sub-Fund account with the Custodian Bank. Written confirmations of shareholding will be sent to Shareholders within 10 Business Days after the date on which the relevant NAV is released (normally within one month of the relevant Valuation Day). 12. CONVERSION OF SHARES Shareholders are entitled neither to request the conversion of the Shares they hold in one Sub-Fund into Shares of another Sub-Fund nor to request the conversion of the Shares they hold in one Class of Shares into another Class of Shares of the same Sub-Fund. 13. CONVERSION OF COMMITMENT Commitments of an Investor with respect to a Sub-Fund may be converted by the General Partner to Commitments to another Sub-Fund. Such a conversion must be specifically accepted by the Investor. 14. REDEMPTION OF SHARES Due to the specific investment policy of the Sub-Funds, the redemption of shares by Shareholders is subject to a minimum holding period. Specificities relating to the minimum holding period in each Sub- Fund are more fully detailed in the relevant Sub-Fund Particulars. After the end of the minimum holding period, each Sub-Fund is open-ended and the Shares are redeemable on a yearly basis at the request of the Shareholders at a price based on the NAV of the relevant Shares as of the last Valuation Day of each year. Shareholders desiring to have all or any of their Shares redeemed should apply in writing at the registered office of the Registrar and Transfer Agent. Redemption requests should contain the following information: the identity and address of the Shareholder requesting the redemption, the number of Shares to be redeemed, the relevant Sub- Fund, the relevant Class of Shares, the name in which such Shares are registered and details as to whom payment should be made. All necessary documents to complete the redemption should be enclosed with such request. Shareholders whose requests for redemption are accepted will have their Shares redeemed in respect of the last Valuation Day of each year provided that the redemption requests have been received in Luxembourg not later than 4.00 p.m., Luxembourg time, three months prior to the Valuation Day in respect of which the Shares are to be redeemed (if such day is not a Business Day, on the preceding Business Day). Requests received after that time will be processed in respect of the last Valuation Day of the following year. Shares will be redeemed at a price equal to the NAV in the relevant Class of Shares of the relevant Sub-Fund in respect of the relevant Valuation Day, less any applicable redemption charges. The redemption price shall be paid not later than ninety Business Days from the date on which the relevant NAV is released (normally within one month of the relevant Valuation Day). 18

19 Payment will be made by wire to the Shareholder or by bank order to an account indicated belonging to the Shareholder, at such Shareholder's expense and risk. No payment to third-party accounts will be made. The redemption price will be paid in the relevant Denomination Currency or in any other freely convertible currency specified by the Shareholder. In the last case, any currency conversion cost shall be borne by the Shareholder. The redemption price may be higher or lower than the price paid at the time of subscription or purchase. Shares in any Sub-Fund will not be redeemed if the calculation of the NAV in such Sub-Fund is suspended by the Fund Manager in accordance with the Articles. If, as a result of any request for redemption, the aggregate NAV of the Shares held by any Shareholder in any Sub-Fund would fall below the minimum amount indicated in the section "Issue of Shares", then the Company may treat such request as a request to redeem the entire shareholding of such Shareholder. Furthermore, if on any Valuation Day redemption requests relate to more than 20% of the Shares in issue in a specific Sub-Fund, the Fund Manager may decide that such requests for redemption will be deferred (pro-rata) to the next Valuation Day in a manner that not more than 20% of the Shares in issue shall be redeemed with respect to such Valuation Day. With respect to the next Valuation Day, these redemption requests will be met in priority to later requests, but still subject to the right of the Fund Manager to defer redemption requests in excess of 20% of the Shares in issue. Subject to the conditions laid down by laws and to the preparation of a report drawn up by the Auditor of the Company at the expense of the Shareholder concerned, the Fund Manager may at its discretion, pay the redemption price to the relevant Shareholder by means of a redemption in kind of securities and other assets of the relevant Sub-Fund up to the value of the redemption amount. The Fund Manager will only exercise this discretion if: (i) requested by the relevant Shareholder; and (ii) if the transfer does not adversely affect the value of the Shares of the Sub-Fund held by any other person. The Articles provide that the Fund Manager, on behalf of the Company, may compulsorily redeem the Shares held by any person, firm or corporate body, if in the opinion of the Company such holding may be detrimental to the Company, if it may result in a breach of any law or regulation whether Luxembourg or foreign, or if as a result thereof the Company may become subject to laws other than those of the Grand Duchy of Luxembourg (including but without limitation tax laws); specifically but without limitation the Company may compulsorily redeem Shares held by any U.S. Person or U.S. taxable person or a person who is not an Eligible Investor. The portfolio of each Sub-Fund will at all times be structured in a way such as to fulfil the redemption criteria as set out above. 15. DETERMINATION OF THE NET ASSET VALUE CALCULATION AND PUBLICATION The NAV in respect of each Class of each Sub-Fund shall be expressed in the currency in which the Shares of such Class are denominated and shall be calculated as of any Valuation Day (as defined hereinafter) by dividing the net assets of each Class of Shares and/or Sub-Fund (being the value of the portion of assets less the portion of liabilities attributable to such Class and/or Sub-Fund as of any such Valuation Day) by the total number of Shares in the relevant Class and/or Sub-Fund then outstanding. The NAV per Share may be rounded up or down to the nearest currency unit. If, since the time of determination of the NAV as of the relevant Valuation Day, there has been a material change in the valuations of the investments attributable to the relevant Sub-Fund, the Company may, in order to safeguard the interests of the Shareholders and of the Company, cancel 19

20 the first valuation and carry out a second valuation. All subscription and redemption requests shall be treated on the basis of this second valuation. The NAV is determined as at the last calendar day of each year and any other day as may be determined by the Fund Manager in its discretion (the "Valuation Day"), on the basis of the value of the underlying investments of the Company determined as follows: The NAV per Share shall be calculated up to four decimal places. The Company's assets will be valued based on their probable market value estimated in good faith, pursuant to the rules set forth in the Articles. 1. The accounts of the real properties Investment Subsidiaries in which a Sub-Fund has a majority interest will be consolidated with the accounts of such Sub-Fund and the underlying assets and liabilities will be valued in accordance with the valuation rules described below. The minority interests in quoted real properties Investment Subsidiaries will be valued on the basis of the last available quotation. The minority interests in unquoted real properties Investment Subsidiaries will be valued on the basis of the probable net realisation value estimated by the Fund Manager acting with prudence and in good faith. The assets and liabilities of each Sub-Fund for these purposes shall be determined in the following manner: For the purpose of the valuation of real properties, the Fund Manager for and on behalf of each Sub-Fund shall appoint one or more independent real estate valuer(s) who is licensed where appropriate and operates, or has subcontracted, with the approval of the Fund Manager, its duties to any entity who operates, in the jurisdiction where any relevant property is located. 2. Value of cash in hand or on deposit, bills and notes payable on sight and accounts receivable, expenses paid in advance, dividends in cash and outstanding interest declared or due as mentioned above, will be considered to be the total amount of these assets, unless it proves to be unlikely that this value may be paid or received in total; in this case, this value will be determined by deducting a certain amount that seems adequate to the Company in order to reflect the real value of the assets. 3. The value of securities and money market instruments listed or traded on a regulated market will be valued by using the most recent price available on that market, which is normally the principal market for those securities; in the event that the most recent price available does not represent a fair value, the value of these assets will be based on their probable realisation value. 4. Shares or units in underlying undertakings for collective investment will be valued at their most recent official net asset value ("NAV") as declared by the relevant fund manager, corrected for any calls for capital and dividend payments that have taken place between that NAV date and the Valuation Day. On an exceptional basis, and, in the best interests of the Company and the Investors, with complete transparency, the Fund Manager may modify this valuation in cases where its estimate of the probable market value differs from that of the underlying fund manager. More specifically, this may be the case if the NAV of the underlying fund is not available, when the application of this methodology is made impracticable by specific circumstances or when the methodology produces unreliable results. 5. All other investments in unlisted securities will be valued based on the International Private Equity and Venture Capital Valuation Guidelines principles last published by the EVCA, the BVCA and the AFIC. The value of all assets and liabilities not expressed in the reference currency of a Sub-Fund will be converted into the Base Currency of such Sub-Fund at the rate of exchange ruling in Luxembourg as of the relevant Valuation Day. If such quotations are not available, the rate of exchange will be determined in good faith by or under procedures established by the Fund Manager. 20