GOTTEX SICAV PROSPECTUS. January Société d'investissement à capital variable

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1 VISA 2013/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier GOTTEX SICAV Société d'investissement à capital variable PROSPECTUS January 2013 Distribution of this Prospectus is not authorised unless it is accompanied, insofar as available, by a copy of the latest available annual report of GOTTEX SICAV containing the audited balance-sheet and a copy of the latest semi-annual report, if published after such annual report. The Prospectus and the respective annual and semi-annual reports may be obtained free of charge from the registered office of the Fund, all paying agents and sales agencies. It is prohibited to disclose information on the Fund, which is not contained in this Prospectus, the documents mentioned therein, the latest annual report and any subsequent semi-annual report. The English version of this Prospectus is binding.

2 - 2 GOTTEX SICAV TABLE OF CONTENTS INTRODUCTION...3 SECTION I: DESCRIPTION OF THE AVAILABLE SUBFUNDS...5 GOTTEX SICAV Gottex Absolute Return (UCITS) Fund...6 GOTTEX SICAV RPH Global Government Real Return Fund...19 GOTTEX SICAV Smith Breeden Fixed Income Credit Relative Value Fund...40 SECTION II: GENERAL PROVISIONS MANAGEMENT AND ADMINISTRATION THE FUND...69 STRUCTURE OF THE FUND...69 LEGAL ASPECTS INVESTMENT OBJECTIVES AND POLICY INVESTMENTS IN THE GOTTEX SICAV...70 NET ASSET VALUE...70 MARKET-TIMING AND LATE TRADING...71 ISSUE AND CONVERSION OF SHARES...71 REDEMPTION OF SHARES...73 SUSPENSION OF THE NET ASSET VALUE CALCULATION AND OF THE ISSUE, CONVERSION AND REDEMPTION OF SHARES LIQUIDATION AND MERGING OF THE FUND, ITS SUBFUNDS AND ITS CLASSES...75 LIQUIDATION OF THE FUND...75 TERMINATION OF A SUBFUND AND OF A CLASS OF SHARES...75 MERGER OF SUBFUNDS OR OF ONE SUBFUND WITH ANOTHER UCI DIVIDEND POLICY MANAGEMENT COMPANY CUSTODIAN BANK ADMINISTRATIVE SERVICES INVESTMENT MANAGERS/SUB-INVESTMENT MANAGERS/INVESTMENT ADVISORS DISTRIBUTOR TAXATION CHARGES AND EXPENSES INFORMATION AVAILABLE TO SHAREHOLDERS INVESTMENT GUIDELINES...82 INVESTMENT RESTRICTIONS...82 FINANCIAL DERIVATIVES AND TECHNIQUES AND INSTRUMENTS...87 RISK MANAGEMENT PROCESS...88

3 - 3 INTRODUCTION GOTTEX SICAV (the "Fund") is a company organised as a société d'investissement à capital variable ("SICAV") and is registered under Part I of the Luxembourg law of 17 th December 2010 on collective investment undertakings, as amended (the "Law"). This registration pursuant to the Law does not require any Luxembourg authority to approve or disapprove either the adequacy of this Prospectus or the portfolio of securities held by the Fund. Any representation to the contrary is unauthorised and unlawful. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not allowed. It is the responsibility of any person in possession of the Prospectus and of any person wishing to apply for shares to inform himself or herself of and to observe all applicable laws and regulations of relevant jurisdictions. Marketing of the Fund is authorised in Luxembourg, where its shares may be offered and sold. The Fund may be registered in selected distribution countries. Investors should check whether there are any legal, regulatory and foreign exchange restrictions on subscribing for, purchasing or possessing shares of the Fund. The shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or qualified under any applicable state statutes and may not be offered, sold or transferred in the United States (including its territories and possessions) or to or for the benefit of, directly or indirectly, any U.S. Person, except pursuant to registration or an exemption. The Fund has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), and investors will not be entitled to the benefits of such registration. Pursuant to an exemption from registration under the 1940 Act, the Fund may make a private placement of the shares to a limited number or category of U.S. Persons. The shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. Subject as provided above, this Prospectus may not be delivered to any unqualified "U.S. Persons" or to people who may not have the legal capacity to receive it or who may not be solicited by law (the "unauthorised persons"). The board of directors of the Fund (the "Board of Directors") has the authority to compulsorily redeem the shares bought or held by an unauthorised person, including by investors who would have become unauthorised person after the acquisition of the shares. Investors shall notify the Fund and/or the Administrative Agent (i) if they become unauthorised persons or (ii) if they hold shares in the Fund in breach of the applicable laws and regulations, this Prospectus or the articles of association, or (iii) in any circumstances which may affect the taxation of and/or have legal and/or regulatory consequences for the Fund or the shareholders or which may otherwise have a negative impact on the Fund or other shareholders. Potential subscribers to the Fund should inform themselves on applicable laws and regulations (i.e. as to the possible tax requirements or foreign exchange control) of the countries of their citizenship, residence or domicile, and which might be relevant to the subscription, purchase, holding, conversion and redemption of shares. Any reference to "CHF" or "SF" in this Prospectus refers to the official currency of Switzerland. Any reference to "EUR" or " " in this Prospectus refers to the official currency of the European Monetary Union. Any reference to "GBP" or " " in this Prospectus refers to the official currency of the United Kingdom. Any reference to "USD" or "US $" in this Prospectus refers to the official currency of the United States of America. Unless otherwise specified, any reference to "Business Day" in this Prospectus refers to any day on which banks are open for business in Luxembourg. This Prospectus is subject to changes concerning the addition or termination of Subfunds as well as other modifications. Subscribers should therefore request the most recent issue of the Prospectus. Subscription forms may be obtained from the Administrative Agent on request.

4 - 4 Data protection Certain personal data of investors (including, but not limited to, the name, address and committed/invested amount of each investor) may be collected, recorded, stored, adapted, transferred or otherwise processed and used by the Fund, the Custodian, the Administrative Agent and any other person who provides services to the Fund from time to time and the financial intermediaries of such Investors. In particular, such data may be processed for the purposes of account and distribution fee administration, anti-money laundering and terrorism financing identification, maintaining the register of investors, processing subscription, redemption and conversion applications (if any) and payments of dividends to investors and to provide client-related services. Such information shall not be passed on to any unauthorised third persons. The Fund may sub-contract to another entity (the "Processor") (such as the Administrative Agent) the processing of personal data. More specifically, Investors must be aware that the personal data will be disclosed to Citco Fund Services (Luxembourg) S.A. and any other member of the Citco Group and other parties which intervene in the process of the business relationship (e.g., external processing centres, dispatch or payment agents), including companies based in countries where data protection laws might not exist or be of a lower standard than in the European Union or (ii) when required by law or regulation (Luxembourg or otherwise).such disclosure of personal data to Citco Fund Services (Luxembourg) S.A. and any other company within the Citco Group will allow the investor access inter alia to information regarding such investor's shareholding in the Fund through a secure web-enabled Citco Group information system. Investors must also be aware that telephone conversations with the Fund, the Custodian and the Administrative Agent may be recorded. Recordings will be conducted in compliance with applicable laws and regulations. Recordings may be produced in court or other legal proceedings with the same value in evidence as a written document. Each investor has a right of access to his/her/its personal data and may ask for a rectification thereof in case where such data is inaccurate or incomplete. By subscribing to the shares, each investor consents to such processing of its personal data. Complaints handling Information on the procedures in place for the handling of complaints by prospective investors and/or Shareholders is available, upon request, from the registered office of the SICAV. Potential subscribers should note that the structure of the Prospectus is made up of Section I which contains the provisions which are specific to each available Subfund and of Section II which contains general provisions applicable to all Subfunds and the Fund as a whole.

5 - 5 SECTION I: DESCRIPTION OF THE AVAILABLE SUBFUNDS List of available Subfunds GOTTEX SICAV Gottex Absolute Return (UCITS) Fund * GOTTEX SICAV RPH Global Government Real Return Fund GOTTEX SICAV Smith Breeden Fixed Income Credit Relative Value Fund Unless otherwise indicated in the descriptions below, each Subfund of GOTTEX SICAV is subject to the general provisions as set out in Section II of this Prospectus. * This Subfund will be liquidated with effect as of 15 February 2013.

6 - 6 GOTTEX SICAV Gottex Absolute Return (UCITS) Fund * This specific section describes the particulars of the Subfund GOTTEX SICAV Gottex Absolute Return (UCITS) Fund * (the "Subfund"). This section is an integral part of the Prospectus and therefore, all information given herein should be considered in conjunction with the information provided in the other sections of this Prospectus. Investor Profile The Subfund may only be suitable for investors with a long term investment horizon who consider investments in the Subfund as a convenient way of accessing the performance (positive or negative) of alternative investment strategies. Investors must be able and willing to accept and bear the risks associated with an exposure to alternative investment strategies and the potential net asset value variations and losses on their investment, which may be substantial. A fall in value of the Subfund's shares is possible at any time and investors should be able to bear the loss of their entire investment. An investment should only be made in the Subfund as part of a diversified portfolio of investments. Investment Objective The investment objective of the Subfund is to maximize risk-adjusted returns over the medium term with low sensitivity to major stock and fixed income market indices through exposure to a diversified portfolio of alternative investment strategies selected by the Investment Manager (the "Alternative Investments"). It is intended that these strategies will diversify the portfolio and support the Subfund's investment objective of maximizing risk-adjusted returns. The realisation of the Subfund's investment objective is not guaranteed. The net asset value of the Subfund (the "Net Asset Value") may therefore decrease and investors may lose their entire investment in the Subfund. Investment Policy The Subfund will seek to achieve its investment objective by investing substantially all of its assets directly in units/shares of UCITS authorised according to Directive 2009/65/ECand/or other assimilated UCI, where such UCITS or other UCIs primarily pursue Alternative Investment strategies (each, an "Underlying Fund").The Subfund is expected to have a global focus and it is intended that the Subfund will invest in twenty (20) to fifty (50) Underlying Funds, although these numbers may vary over time, including during the start-up phase, which may last for up to twelve (12) months depending on the aggregate value of the Subfund's investable assets.the Investment Manager will research, select and monitor the independent investment managers ("Designated Managers") of each Underlying Fund that employ various Alternative Investment strategies, including: Equity Strategy. This strategy includes a wide spectrum of sub-strategies that aim to profit by capitalizing on the mis-pricing of related securities or financial assets. These sub-strategies include: Fundamental and Quantitative Market Neutral Equity. These two sub-strategies involve the construction of portfolios that usually consist of approximately equal beta-weighted exposure amounts of offsetting long and short equity positions. Stocks expected to out-perform the market are held long, and stocks expected to under-perform the market are sold short. Merger Arbitrage. Underlying Funds in this sub-strategy seek to invest in companies that are being acquired or are involved in a merger. In the case of a stock-for-stock transaction, they may buy the stock of the company being acquired and sell short the stock of the acquiring company. When a takeover or merger is announced, the share price of the target company typically increases, but to a level less than the offered takeover price. The size of this spread depends on how the market views the chances of the completion of the announced deal. Event Driven Equity. Underlying funds in this strategy seek to invest in companies that are involved in a transformative corporate event. Such events may include, but are not limited to restructurings, spin-offs, recapitalizations, or significant changes to corporate strategy. Returns are captured through accurate assessment of the likely completion of the event and the outcome if it occurs. * This Subfund will be liquidated with effect as of 15 February 2013.

7 - 7 Closed-End Fund Arbitrage. This sub-strategy includes Underlying Funds whose primary activity is the trading of closed-end funds, where Designated Managers seek to invest in closed-end funds trading at a significant discount to the value of their holdings and then apply hedges to eliminate key risk factors. The manager seeks returns by buying assets that will produce a higher yield than offered on similar assets purchased directly because the funds were purchased at a discount. Private Placement Arbitrage. Managers pursuing this strategy invest in privately negotiated securities in public companies. These securities (PIPEs) are typically structured as privately placed convertible bonds accompanied by equity warrants, which give the holder the right to convert the bonds at a discount to the underlying common stock and convert the warrants into stock at a pre-determined strike price. Returns are captured through a combination of purchasing securities at a discount and dynamic hedging techniques. Long/Short Equity. Long/short equity is sometimes referred to as the classic hedge fund strategy, which is a directional strategy involving equity oriented investing on both the long and short sides of the market. Buying cheap stocks and selling expensive stocks involves company valuation using various approaches and metrics. Managers may use futures and options to hedge, but generally seek to gain additional alpha through hedging with "overvalued" stocks. Dedicated Short Bias. This sub-strategy is a variation of long/short equities where Designated Managers maintain a net short market exposure, mostly equities and derivatives. The portfolio must be consistently net short (i.e., short positions exceed long positions) to be classified in this category. The inclusion of short-biased managers into a long/short equities portfolio has the potential to enhance riskadjusted returns and stabilize performance during adverse market conditions as most long/short equity managers tend to be long-biased. Macro Strategy. The macro strategy includes sub-strategies that focus on the direction of market prices of stocks, bonds, currencies and commodities. Designated Managers employing this strategy are systematic or discretionary, as described below. Systematic Trading. Futures managers, often referred to as commodity trading advisors (CTAs), take either long or short positions across a wide spectrum of financial and non-financial assets that are implemented via commodity and/or financial futures instruments. This strategy includes quantitative managers generally looking for price trends over various time scales. A typical trend-follower CTA trades automatic systems around the clock and models are usually price-volume based and do not contain fundamental factors. Trend following can to a certain degree be considered a long volatility strategy which has in the past shown to out-perform in distressed markets. Discretionary Macro. Macro managers invest based on expected price movements of stock (indices), interest rates, bonds, foreign exchange, and commodities. These movements are mainly due to shifts in macro-economic policies, economic trends, political events, and/or supply and demand shocks. Some managers make qualitative assessments of such factors on financial markets, others go through quantitative economic modelling to arrive at investment decisions (and sometimes such trading strategies are fully automated). Credit Strategy. This strategy includes credit-related sub-strategies that also aim to profit by capitalizing on the mis-pricing of related securities or financial assets, and these sub-strategies include: Long/Short Credit; Short Credit. Designated Managers in this space typically invest in corporate bonds that are either secured or unsecured, and range in credit rating from investment grade (AAA to BBB-) to high yield (BB+ and below).the approach seeks to buy undervalued credits and sell overvalued credits in a risk controlled manner. Although most managers will typically be long-biased, there are some managers that will manage their portfolio with either a credit neutral or short bias, where the short side of the portfolio is often implemented using long credit default swap positions/or index swaps. Designated Managers pursuing a short bias or purely short credit portfolio seek to generate returns by obtaining exposure to securities that the manager believes are fundamentally overvalued and have a high probability of declining in value. Credit Arbitrage. Managers in this strategy arbitrage anomalies between the valuation of equity, debt, options and credit instruments of the same issuer. Typical trades are credit derivatives positions against related securities like stock (or stock options) and bonds. Other strategy variations aim at exploiting anomalies in credit curves or credit indices. Gains and losses in this strategy are based on the implied correlation of default among the underlying credit investments.

8 - 8 Distressed Securities. Distressed securities specialists invest in securities (debt or equity) of firms or investment vehicles that are either: (1) in pre-bankruptcy and are trying to avoid bankruptcy by negotiating an out-of-court restructuring of their creditors; (2) in actual bankruptcy; or (3) in postbankruptcy and are emerging from the bankruptcy process with a new capital structure. The pricing of securities of such companies is often distorted because of complexity, lack of information, selling pressure because of regulatory or institutional constraints. Therefore, the discount attached to these securities is often far greater than it should be after taking into consideration the underlying "fair value" of the securities. This sub-strategy is often event-driven and not strongly correlated to equity and bond markets. Capital Structure Arbitrage. Managers in this sub-strategy seek to arbitrage securities across the full corporate capital structure from senior secured bank loans to junior subordinated debt and equity, all of the same issuer. This strategy is typically based on fundamental analysis with catalysts that arise from corporate events, and possibly anticipated corporate events, such as company or debt restructuring, litigation, accounting problems or other company credit crises. Convertible Arbitrage Strategy. A convertible arbitrage strategy typically seeks to profit from the price relationship between a convertible bond and the underlying common stock. A convertible bond is a corporate bond issued with a conversion factor that normally allows the holder to convert the bond into a fixed number of shares in the issuing company's common stock at defined dates prior to the maturity or redemption of the bond. Convertible bond specialists can typically generate returns in two manners: (1) identifying pricing disparities between convertible bonds and their underlying equity; and (2) using fundamental company credit analysis. Options Arbitrage Strategy. Designated Managers in this strategy generally pursue volatility trading strategies through either listed or over-the-counter options on stock or equity indices. Return opportunities are created through supply and demand imbalances in the options markets. Managers will seek to identify mispriced options and will take long/short options (volatility) positions depending on their assessment of implied volatility in relation to historical or expected volatility. Fixed Income Strategy. Designated Managers in this strategy pursue sub-strategies that focus on mortgage-backed securities, asset-backed securities and fixed income arbitrage (as described below), and these managers seek to generate returns during times of equity market under-performance. Mortgage-Backed Securities Arbitrage. This sub-strategy focuses on the mortgage-backed securities ("MBS") market, which are securities that are backed by pooled mortgages and typically pay fixed coupons. Underwriters combine loans with similar characteristics such as coupon and maturity, into pass-through instruments. The prepayment risk and long duration of the pass-through securities stimulated the development of collateralized mortgage obligations ("CMOs"), which are classes of bonds created by redirecting cash flows obtained from MBS in a certain manner for each bond. Portfolios are constructed by identifying fundamentally under-priced securities based on pricing models that determine the value of options embedded in the particular securities, as well as the testing of the parameters used for this analysis such as prepayment sensitivity and volatility assumptions. Designated Managers will then seek to hedge the interest rate risk of these undervalued securities. Asset Backed Securities. This sub-strategy includes Underlying Funds whose primary holdings include asset-backed securities ("ABS"), which are financial instruments whose cash flows are based on the performance of a securitized pool of financial assets issued by banks, finance companies, or other financial institutions. ABS may be collateralized by credit card receivables, commercial mortgage loans, auto loans, home equity loans, leases or other financial assets. Fixed Income Arbitrage. Fixed income arbitrage managers identify trading opportunities in fixed income securities and derivatives that typically involve two related instruments where one of the instruments is rich or cheap relative to the other. The combined position should have negligible net duration and most opportunities arise in the form of spreads between prices, yields, volatilities, etc. Typical trades are yield/swap curve arbitrage, Treasury/Eurodollar spreads, cash-futures basis trades, and on/off the run Treasury bond trades. The expected ranges of allocations across these strategies are shown below, although the Investment Manager may adjust these ranges in its absolute discretion in order to adapt to evolving market conditions and opportunities. The Subfund may also invest assets that are not allocated to Underlying Funds in cash and cash equivalents, including short-term government securities, money market instruments, commercial paper, certificates of deposit and/or other short-term interest bearing instruments located at major international financial institutions.

9 - 9 Any income earned from such investments will be invested by the Subfund in accordance with the Subfund's investment objective and policy. Equity Strategy 30% - 70% Macro Strategy 10% - 35% Credit Strategy 0% - 40% Convertible Arbitrage Strategy 0% - 15% Options Arbitrage Strategy 0% - 20% Fixed Income Strategy 0% - 15% Other 0% - 10% Cash (and Cash Equivalents) 0% - 15% The Subfund may also seek to implement a hedge overlay program for risk management purposes (i.e., offsetting the exposure in the Subfund's portfolio).any hedge overlay program implemented would involve net long positions (but not net short positions) of put or call options or similar derivative-type instruments that are otherwise consistent with the requirements of Directive2009/65/EC. Any such hedge overlay program will only be implemented if the Investment Manager believes such strategy supports the Subfund's overall investment objective and strategy. The Alternative Investment strategies, approaches and techniques utilized by the Subfund may evolve over time due to, among other things, market developments and trends, the emergence of new or enhanced investment products, changing industry practice and/or technological innovation. As a result, the investment strategies, approaches and techniques described above may not always reflect the investment strategies, approaches and techniques employed by the Subfund or its Designated Managers. Nevertheless, investments made on behalf of the Subfund will be consistent with its investment objective. From time to time, one or more of such Underlying Funds may be offered on an alternative investment managed account platform sponsored by an affiliate of the Investment Manager where such affiliate earns an asset-based fee for providing its managed account platform and asset monitoring services. Risk Considerations: Lack of operating history; Past performance is no indication of future performance. The Subfund is newly formed, and there can be no assurance that the Subfund will achieve its investment objective. The past performance of the Investment Manager and any Designated Manager cannot be construed as an indication of the future results of an investment in the Subfund or any Underlying Fund. Counterparty exposure. The Subfund and the Underlying Funds may invest directly and indirectly in securities and other financial instruments that involve counterparties. The terms of these contracts are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight. The Underlying Funds and the Subfund are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur rapidly and without notice. Risk-management models may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, it may not be possible to take sufficient action to reduce risks effectively for the Subfund or the Underlying Funds. In the event of a counterparty default, particularly a default by a major investment bank, one or more Underlying Funds and therefore the Subfund could incur material losses. Liquidity. The ability of the Subfund to meet redemption applications will depend on numerous factors including the ability of the Subfund to timely redeem its interests in Underlying Funds, which will only permit the Subfund to withdraw its assets at specified times, and many Designated Managers have the right to suspend or limit the payment of withdrawals under certain circumstances. Furthermore, although it is intended that investments by the Subfund will be with Designated Managers which invest in securities or other instruments traded on listed exchanges, some of these instruments may be thinly traded. This could present a problem in realizing the prices quoted and in effectively trading the position(s).in addition to, and separate from any general weakening of the financial markets, the Subfund will always bear the risk that the market for certain Alternative Investments could become illiquid.

10 - 10 Independence of Designated Managers. The Subfund does not currently, and does not expect in the future to, control any of the Designated Managers, their choice of investments and other investment decisions, all of which will be totally within the control of such Designated Managers. The investments of the Subfund are made pursuant to written disclosures from and/or agreements with a Designated Manager which provide, among other things, guidelines by which the Designated Manager will trade for the Underlying Fund. Thus, while each Designated Manager undertakes to follow specified trading strategies, the written disclosures and/or agreements discussed above typically provide the Designated Managers with discretion to modify their trading strategies and therefore it is possible that a Designated Manager could deviate from its trading strategies, which deviation could result in, among other things, a less profitable trading strategy or a riskier approach that could lead to a loss of all or part of the Subfund's investment with such Designated Manager. Before making investments with a Designated Manager, the Investment Manager will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Investment Manager may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. It is possible that the due diligence investigation may not reveal any possible dishonesty or fraud of the Designated Manager or its personnel. Asset allocation. While the Investment Manager intends to allocate the Subfund's assets among a number of Underlying Funds with differing strategies and techniques, there are no fixed allotments. Although the Subfund seeks a diversified portfolio of Designated Managers, there is a risk that one of the strategies or techniques may have a disproportionate share of the Subfund's assets. In addition, while the Investment Manager generally will not seek to allocate the Subfund's assets based on tax issues applicable to any particular investor, the Investment Manager will generally take into account the tax position and tax reporting of each Underlying Fund in which the Subfund invests in seeking to balance the tax considerations of such an investment on Subfund investors from various jurisdictions. As a result, the Investment Manager may allocate (or refrain from allocating) the Subfund's assets to one or more Underlying Funds based such tax considerations, which may have the effect of being more advantageous (or disadvantageous) for the Subfund as a whole, or for a particular investor in a particular jurisdiction. Fees. The Subfund is subject to a "layering" of fees and expenses. The Subfund is directly subject to its own expenses as discussed herein. In addition, the Subfund, through its investments in Underlying Funds, is subject to its pro-rata portion of any Underlying Funds' management and incentive fees and expenses. Such fees and expenses, in the aggregate, will exceed the fees and expenses that would typically be incurred by an investor making a direct investment in an Underlying Fund. Performance-based compensation arrangements may create an incentive for the Investment Manager and/or the Designated Managers to make investments that are more risky or more speculative than would be the case if such arrangements were not in effect. At each Valuation Day, the NAV per share of each share class of the Subfund will include the accrual of any Incentive Fee with respect to such valuation period based on realized and unrealized gains and losses. Investors bear the risk that their NAV per share will be negatively impacted if a new investor purchases shares whose value includes a portion of an Incentive Fee which is never paid in the event that the Prior High NAV (as adjusted by the applicable Hurdle Return) is not exceeded at the end of an Incentive Fee Calculation Period. In addition, once shares are redeemed from the Subfund no further adjustments for purposes of any Incentive Fees paid will be made. The remuneration of Designated Managers will be calculated on an individual basis, thus a Designated Manager whose performance has been positive during a particular payment period may earn an incentive fee, although the performance of the Subfund's investment portfolio as a whole may be negative during that payment period. Market risks. Although absolute return strategies generally aim at minimising correlation to major stock and fixed income markets, the Subfund will be exposed to risks typically incurred when investing in financial instruments. Volatility and lack of liquidity in the financial markets generally may also negatively impact the performance of the Subfund, especially in situations where the Underlying Funds do not or do not fully achieve their objectives. Political and/or regulatory change. Future changes to applicable law or regulation or uncertainties arising from political developments, changes in government policies, taxation or restrictions on foreign investment and currency repatriation may adversely affect the performance of the Subfund. Changes in exchange rates. The performance of the Subfund could be adversely affected by changes and volatility in exchange rates. Foreign currency; Currency hedging. The reference currency of the Subfund is EUR, although the share classes of the Subfund are denominated in EUR, CHF, USD and GBP. An investor who generally holds its assets in one or more currencies other than the currency in which the shares it holds are denominated should consider that the currency exchange rate(s) between the applicable shares' currency and the

11 - 11 investor's currency or currencies may fluctuate in an unfavourable manner. In addition, the Subfund may make investments that are denominated in one or more currencies other than EUR. The Subfund reserves the right to enter into currency hedging transactions on behalf of the non-eur share classes and in connection with any non-eur investments, in each case to seek to mitigate such currency fluctuations, but there can be no assurance such transactions will be entered into or, if they are entered into, that they will be successful. Further, any such currency hedging transactions that are entered into by the Subfund may be terminated at any time by the Subfund if such termination is deemed by the Investment Manager in its judgment to be in the best interests of the Subfund. Any income or loss attributable to any currency conversions and/or hedging activity for any share class of the Subfund will be allocated to such share class. It is intended that the costs and expenses incurred as a result of, and any income or loss attributable to, any currency conversions and/or hedging activities related to a particular investor, shall be borne by (in the case of costs and expenses) and allocated to (in the case of income or loss) such investor, including, without limitation, costs and expenses incurred, and income or loss generated, after a redemption by such investor and prior to the payment of all related redemption proceeds. The success of any hedging arrangements entered into by the Subfund is subject to the ability of the Investment Manager to correctly hedge against movements in the direction of currency rates and the Subfund's ability to meet any currency hedging transaction collateral posting and settlement requirements. Therefore, while the Subfund may enter into such transactions to seek to reduce currency exchange rate risks, unanticipated changes in currency rates may result in a poorer overall performance for certain share classes than if the Subfund had not engaged in any such hedging transactions. Efforts to meet collateral posting and settlement requirements arising under any such currency hedging transactions (and any failure to meet these requirements) may affect the Subfund generally and other share classes. A lack of available liquidity may also cause the Subfund to limit the scope of any currency hedging program or terminate it altogether. The Subfund may be required to redeem value from its investments in Underlying Funds in order to provide credit support for and settle its foreign exchange hedging transactions. As a result, volatility in the foreign currency markets may have a negative impact on the liquidity and/or performance of the Subfund as a whole. Hedging Transactions. The Subfund may implement a hedge overlay program for risk management purposes (i.e., offsetting the exposure in the Subfund's portfolio).any hedge overlay program implemented by the Subfund would involve net long positions (but not net short positions) of put or call options or other derivative-type instruments that are otherwise consistent with the requirements of Directive 2009/65/EC.With regard to option instruments, the Subfund may buy or sell (write) both call options and put options (either exchange-traded, over-the counter or issued in private transactions), but it will not sell (write) any "naked" options. Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument on which they are purchased or sold. A put option gives the purchaser of the option the right to sell, and the seller the obligation to buy, the underlying security, commodity, index, currency, interest rate or other instrument at the exercise price. A call option gives the purchaser of the option the right to buy, and the seller the obligation to sell, the underlying instrument at the exercise price. In the event that the Subfund buys a call option, a decrease (or inadequate increase) in the price, and/or a decrease in the volatility, of the underlying instrument could result in a total loss of the Subfund's investment in the option (including the cost or premium paid), and in the event that the Subfund buys a put option, an increase (or inadequate decrease) in the price, and/or a decrease in the volatility, of the underlying instrument could result in a total loss of the Subfund's investment in the option (including the cost or premium paid).the success of any hedging strategy implemented by the Subfund would depend, in part, upon the Investment Manager's ability to correctly assess the degree of correlation between the performance of the instrument(s) used in the hedging strategy and the performance of the Subfund's investments in the Underlying Funds that are being hedged. Taxation. The tax laws of each jurisdiction that may be applicable to an investor in the Subfund may change in the future and any such changes could affect the value of such investor's investment. Please refer to the section entitled "Taxation" in this Prospectus for a discussion of certain tax considerations and risks that are inherent in the acquisition of shares in the Subfund. Risks relating to exposure to Alternative Investments. The Subfund expects to invest directly in Underlying Funds that take the form of a UCITS authorised according to Directive 2009/65/EC and/or other assimilated UCI. Exposure to such Underlying Funds involves specific risks inherent in alternative investments compared to long only investments in traditional asset classes which include, but are not limited to, the matters set out below. In addition, Alternative Investments are highly speculative and their performances may be negative, creating significant losses for the investor. Investors must be able to understand the risk associated with this type of investments and should be prepared to accept that exposure to Alternative Investments could lead to the loss of an investor's entire investment. An investment in the Subfund is not suitable for an investor that is not prepared to accept that exposure to Alternative Investments could lead to the loss of the investor's entire investment.

12 - 12 Borrowings/leverage. Alternative Investments typically imply various forms of leverage. Underlying Funds may frequently aim to "leverage" investment returns with such instruments as forwards, futures, options and other derivative contracts. While leverage presents opportunities for increasing total return, it also increases the risk of potential losses. Liquidity. Alternative Investments typically involve the use of instruments with variable liquidity profiles. Any mismatch between the liquidity profile of an Underlying Fund and its portfolio may result in a drag on the performance of the Subfund and may result in an impairment of the liquidity profile of the Subfund. General risks relating to investments in derivatives. Alternative Investments entail the use of derivative instruments, including contracts for differences, futures and options. The values of these instruments are volatile, market movements are difficult to predict and financing sources and related interest rates are subject to rapid change. One or more markets may move against positions held, thereby causing substantial losses. These instruments may not be traded on exchanges but rather through an informal network of banks and dealers. These banks and dealers have no obligation to make markets in these instruments and may apply essentially discretionary margin and credit requirements forcing the close out of positions. In addition, such instruments carry the additional risk of failure to perform by the counterparty to the transaction. Risks relating to investments in over-the-counter derivatives. Many of the markets in which Alternative Investments are effected are "over-the-counter" or "inter-dealer" markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of "exchange based" markets. Over-the-counter derivative transactions entail a credit risk of settlement default with regard to the counterparty. These risks may differ materially from those involved in exchange-traded transactions which are generally characterised by clearing organisation guarantees, daily marking-to-market and settlement and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections, which in turn may be subject to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such "counterparty risk" is increased for contracts with longer maturities when events may intervene to prevent settlement. The inability to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses. Short Sales. Designated Managers may use derivatives to seek exposure to short sales of securities. Selling securities short risks losing an amount greater than the proceeds received. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price that a security may appreciate before the short position is closed. Amendments to or changes in interpretation of existing laws, rules and regulations of applicable jurisdictions with respect to short selling may cause an Underlying Fund or Designated Manager that engages in short selling as an investment technique to incur certain expenses in order to achieve compliance with such changes. In addition, any such changes may adversely affect the ability of such Underlying Funds and/or Designated Managers to pursue their investment objectives. Options. Designated Managers may use options in furtherance of their Alternative Investment strategies. Options positions may include both long positions, where an Underlying Fund is the holder of put or call options, as well as short positions, where an Underlying Fund is the seller (writer) of an option. Although option techniques can increase investment return, they can also involve a relatively high level of risk. The expiration of unexercised long options effectively results in loss of the entire cost, or premium paid for the option. Conversely, the writing of an uncovered put or call option can involve, similar to short selling, a theoretically unlimited risk of an increase in the cost to the Underlying Fund of selling or purchasing the underlying securities, commodities or other instruments in the event of exercise of the option. Reliance on key personnel. The success of the Subfund depends upon the ability of the Investment Manager to select and invest the Subfund's assets with Designated Managers that meet the Subfund's individual investment objective. If the Investment Manager should lose the services of certain key personnel, its ability to perform its responsibilities might be impaired. In addition, a Designated Manager may rely on the service of certain key personnel. The loss of the services of such personnel may impair a Designated Manager's ability to perform its responsibilities and could result in the Subfund liquidating its interest with such Designated Manager. Performance-based compensation arrangements. The performance-based compensation paid to the Designated Managers of Underlying Funds will typically be calculated on a basis that includes unrealised appreciation and may consequently be greater than if such compensation were based solely on

13 - 13 realised gains. The prospect of performance-based compensation arrangements may lead the Designated Manager to make investments that are riskier than would otherwise be the case. Limitations of hedging techniques and unhedged positions. Alternative Investments generally employ hedging techniques to reduce the risk of investment positions. There is a risk that such techniques will not always be available and, when available, will not always be effective in limiting losses. Alternative Investment strategies may also entail taking substantial unhedged positions. Rehypothecation and transfer of ownership of assets. Alternative Investments frequently imply the appointment of prime brokers with the authority to borrow, lend or otherwise use the money and assets which have been entrusted to them for their own purposes and to take such investments as collateral. In the event of an insolvency of the prime broker, those investments may be available to the prime broker's creditors. As a result, it may not be possible to recover such assets in full. Alternative investment manager and service providers exposure. The Subfund's investment return will be linked to the performance of the Underlying Funds in which the Subfund invests. These Underlying Funds rely on third party service providers such as custodian banks and administrative agents. Any default or wrongdoing from any of these providers could affect their performance and therefore impact the performance of the Subfund. No assurance of future performance of Alternative Investments. The performance of Alternative Investments is dependent on the performance of their investment managers and/or investment advisors. No assurance can be given regarding the future performance of the Alternative Investments. Investment Manager Gottex Asset Management (UK) Limited (the "Investment Manager"), a subsidiary of Gottex Fund Management S.à r.l. ("Gottex Fund Management"). The Investment Manager is a company incorporated and existing under the laws of England, whose principal place of business is at 5 Savile Row, London, W1S 3PD, United Kingdom. The Investment Manager is authorised and regulated by the Financial Services Authority with authorisation number In the future, the Investment Manager may, in accordance with applicable laws and regulations and with the consent of the Board of Directors and the Management Company, assign its investment management responsibilities to Gottex Fund Management. Founded in 1992, Gottex Fund Management provides alternative investment solutions and advisory services to its clients on a global basis and as of 31 March 2012 managed US $7.3 billion. Gottex Fund Management serves its clients from offices in Europe, North America and Asia. It employs approximately 100 people, including investment professionals in offices strategically located around the world. This allows Gottex Fund Management to combine in-depth local knowledge of financial markets and investors with the strength of a global presence and infrastructure. Gottex Fund Management is a registered investment adviser regulated by the U.S. Securities and Exchange Commission. Investments in the GOTTEX SICAV Gottex Absolute Return (UCITS) Fund General Information: Classes of shares: The Subfund currently offers the following nine classes of shares which differ by their reference currency, level of management and incentive fees, initial subscription amounts and targeted investors: Reference currency Maximum annual management fees Maximum monthly management fee Annual incentive fee [1] Initial subscriptions [2] Targeted Investors Distribution policy Class A EUR 1.50% 0.125% 5% 10,000 All investors Re-investment of income Class B EUR 1.00% 0.083% 5% 1,000,000 Institutional investors only Re-investment of income Class C CHF 1.50% 0.125% 5% SF 10,000 All investors Re-investment of income Class D CHF 1.00% 0.083% 5% SF 1,000,000 Institutional investors only Re-investment of income