Placement Memorandum Agriland.PDF

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AGRILAND FUND, S.C.A., SICAV-FIS

Société en commandite par actions qualifying as a société d’investissement à capitalvariable – fonds d’investissement spécialisé

Registered pursuant to the Luxembourg law of 13 February 2007 relating to specializedinvestment funds, as amended or supplemented from time to time.

Placement Memorandum

July 2012

VISA 2012/87506-7557-0-PC

L'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 2012-09-12Commission de Surveillance du Secteur Financier



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IMPORTANT INFORMATION

The Agriland Fund S.C.A., SICAV-FIS (the “Company”) is a société en commandite par actions

incorporated under the laws of the Grand Duchy of Luxembourg as a société d’investissement àcapital variable – fonds d’investissement spécialisé. The Company is subject to the law ofFebruary 13, 2007 relating to specialized investment funds, as amended or supplemented fromtime to time (the “2007 Law”).

The Company is managed by Agriland Management S.A. (the “General Partner ”). The GeneralPartner is offering shares (the “Shares”) of one or several separate sub-funds (individually a“Sub-Fund” and collectively the “Sub-Funds”) on the basis of the information contained in thisplacement memorandum (the “Placement Memorandum”), its appendices (individually an“ Appendix” and collectively the “ Appendices ”) and in the documents referred to herein whichare deemed to be an integral part of this Placement Memorandum. The specific details of eachSub-Fund are set forth in the relevant Appendix. Any reference to an Appendix pertains to therelevant Sub-Fund.

No person is authorized to give any information or to make any representations concerning theCompany other than as contained in this Placement Memorandum, the Appendices and in thedocuments referred to herein, and any purchase made by any person on the basis of statementsor representations not contained in or inconsistent with the information and representationscontained in this Placement Memorandum shall be solely at the risk of the Investor.

The Company is established for an unlimited duration. However, the General Partner mayestablish Sub-Funds for a limited duration, which shall be specified in the relevant Appendix.

The distribution of this Placement Memorandum is not authorized unless it is accompanied by themost recent financial statements (if any) of the Company. Such financial statements are deemedto be an integral part of this Placement Memorandum.

Shares of the Company may be issued in one or several separate Sub-Funds of the Company.For each Sub-Fund, a separate portfolio of investments and assets will be maintained andinvested in accordance with the investment objective and policy applicable to the relevant Sub-Fund, as described in the relevant Appendix. As a result, the Company is an "umbrella fund",reserved to institutional investors, professional investors and well-informed investors within themeaning of the 2007 Law, enabling investors to choose between one or more investmentobjectives by investing in one or more Sub-Funds.

The Company is a single legal entity. However with regard to third parties and in particulartowards the Company's creditors, each Sub-Fund shall be exclusively responsible for allliabilities attributable to it. The Company shall maintain for each Sub-Fund a separateportfoli o of assets. As between Shareholders, each portfolio of assets shall be invested forthe exclusive benefit of the relevant Sub-Fund.

Furthermore, in accordance with the articles of the Company (the “ Articles”), the General Partnermay issue Participating Shares and different classes of Investors Shares (individually a “Class”and collectively the “Classes”) in each Sub-Fund, subject to the terms and conditions of the Sub-Fund as set forth in the relevant Appendix. Participating Shares entitle the holders thereof toreceive a Special Return (as described in the relevant Appendix).

Investors Shares of the different Classes, if any, within the different Sub-Funds may be issued atprices computed on the basis of the net asset value (the “Net Asset Value”) per Shares withinthe relevant Sub-Fund, as defined in the Articles and described in the relevant Appendix.

The General Partner may, at any time, create additional Classes of Shares whose features maydiffer from the existing Classes and additional Sub-Funds whose investment objectives or other



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features may differ from those of the Sub-Funds then existing. Upon creation of new Sub-Fundsor Classes, this Placement Memorandum and its Appendices will be updated or supplementedaccordingly.

Distribution of this Placement Memorandum and the offering of the Shares may berestricted in certain jurisdictions. This Placement Memorandum does not constitute anoffer or solicitation in a jurisdic tion where to do so is unlawful or where the person makingthe offer or solicitation is not qualified to do so or where a person receiving the offer orsolicitation may not lawfully do so. It is the responsibility of any person in possession ofthis Placement Memorandum and of any person wishing to apply for Shares to informthemselves of and to observe all applicable laws and regulations o f relevant jurisdictions.

The Articles give powers to the General Partner (the “General Partner ") to impose suchrestrictions as it may think necessary for the purpose of ensuring that no Shares are acquired orheld by any person in breach of the law or the requirements of any country or governmentalauthority or by any person in circumstances which in the sole opinion of the General Partnermight result in the Company incurring any liability or taxation or suffering any other disadvantage

which the Company may not otherwise have incurred or suffered. The General Partner mayprohibit the acquisition by, the transfer to, or compulsorily redeem all Shares held by any suchpersons.

The value of the Shares may fall as well as rise and an Investor may not get back the amountinitially invested. Income from the Shares will fluctuate in money terms and changes in rates ofexchange will, among other things, cause the value of Shares to go up or down. The levels andbases of, and relief from, taxation may change.

The Company does not allow any practices associated to market timing (as defined in the CSSFCircular 04/146 dated 17 June 2004 concerning the protection of undertakings for collectiveinvestment and their investors against Late Trading and Market Timing practices, as amendedfrom time to time, as an arbitrage method through which an investor systematically subscribes,redeems or converts units or shares of the same undertaking for collective investment within ashort time period, by taking advantage of time differences and/or imperfections or deficiencies inthe method of determination of the net asset value of the undertaking for collective investment).The Company hereby expressly maintains its rights to reject orders for subscription andconversion of an Investor suspected by the Company to employ such practices and may take, ifneeded, all the necessary measures in order to protect the other Investors of the Companyagainst such practices.

Investors should inform themselves and should take appropriate advice on the legal requirementsas to possible tax consequences, foreign exchange restrictions, investment requirements orexchange control requirements which they might encounter under the laws of the countries oftheir citizenship, residence, or domicile and which might be relevant to the subscription,purchase, holding or disposal of the Shares. All disputes in relation to the Company and any Sub-Fund, the General Partner, their respective managers or officers and the Shareholders are

subject to Luxembourg law and the jurisdiction of the Courts of Luxembourg, Grand Duchy ofLuxembourg.

All references in this Placement Memorandum to euro or EUR are to the legal currencyrespectively of the Grand Duchy of Luxembourg and to the legal currency of the countriesparticipating in the Economic and Monetary Union. All references in this Placement Memorandumto US Dollar or USD are to the legal currency of the United States of America.

The Company has obtained the authorization of the Luxembourg Supervisory Commission of theFinancial Sector (the “CSSF”). This authorization should in no way be interpreted as approval bythe CSSF of either the content of this Placement Memorandum or the features of the Shares, orof the quality of the investments held by the Company or any Sub-Fund. Any statement to thecontrary is unauthorised and unlawful.



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M ANAGEMENT AND ADMINISTRATION

General Partner

Agriland Management S.A.6a, route de Trèves

L-2633 SenningerbergGrand-Duchy of Luxembourg

Board of directors o f the General Partner

Chairman

Yariv Elbaz representing YCAPMembers

Geoffroy t’Sterstevens representing Eleven CherryNicolas Boudeville representing Eleven Cherry

Nathaniel Amsellem representing YCAPMarie-Odile Schaad representing Eleven Cherry

Investment Advisor

Edifice Capital SAS36, Avenue Hoche75008 ParisFrance

Depositary and Paying Agent

Caceis Bank Luxembourg5, Allée SchefferL-2520 LuxembourgGrand-Duchy of Luxembourg

Audi tors

PricewaterhouseCoopers S.à r.l400, route d’Esch . BP 1443L-1014 LuxembourgGrand-Duchy of Luxembourg

Administ rat ion Agent


Legal Advisors as to Luxembourg Law

Arendt & Medernach14, rue ErasmeL-2082 LuxembourgGrand-Duchy of Luxembourgwww.arendt-medernach.com

Registrar and Transfer Agent


Legal Advisors as to French Law

Philippe Malléa, Norton Rose LLP42, Washington Plaza, rue Washington75408 Paris Cedex 08Francewww.nortonrose.com



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T ABLE OF CONTENT

IMPORTANT INFORMATION .................................................................................................................. 2

M ANAGEMENT AND ADMINISTRATION .................................................................................................. 4

T ABLE OF CONTENT ........................................................................................................................... 5

DEFINITIONS ....................................................................................................................................... 7

P ART I – GENERAL INFORMATION IN RELATION TO THE COMPANY ...................................................... 13

I. STRUCTURE OF THE COMPANY ...................................................................................................... 13

A. General Information .............................................................................................................. 13

B. Investment Choice ................................................................................................................ 14

C. Share Classes ...................................................................................................................... 14

D. Minimum Investment and Holding ........................................................................................ 15

E. Presentation of the Initiators ................................................................................................. 15

F. Structure Overview ................................................................................................................ 17

II. INVESTMENT OBJECTIVES, STRATEGY AND RESTRICTIONS ............................................................ 18

A. Investment Philosophy and Strategy .................................................................................... 18

B. Investment Approach ............................................................................................................ 21

C. Reporting to Investors........................................................................................................... 23

D. Borrowing policy ................................................................................................................... 23

E. Investment restrictions .......................................................................................................... 23

F. Currency hedging and financial techniques and instruments ............................................... 24

III. M ANAGEMENT, GOVERNANCE AND ADMINISTRATION .................................................................... 26

A. The General Partner ............................................................................................................. 26

B. The Limited Shareholders ..................................................................................................... 29

C. Investment Committee .......................................................................................................... 29

D. Investment Advisor ............................................................................................................... 30

E. Advisory Committee .............................................................................................................. 30

IV. GENERAL DESCRIPTION OF THE SHARES OF THE COMPANY ......................................................... 31

A. General Considerations ........................................................................................................ 31

B. Subscription for and Issue of Shares of the Company, Minimum Investment and Holding . 32

C. Contributions in Kind............................................................................................................. 32

D. Commitments and Defaulting Investors................................................................................ 33

V. DEPOSITARY ............................................................................................................................... 35

VI. ADMINISTRATION AGENT – REGISTRAR AND TRANSFER AGENT .................................................... 36

A. Administration Agent ............................................................................................................. 36

B. Registrar and Transfer Agent ............................................................................................... 37

VII. GENERAL RISK CONSIDERATIONS .............................................................................................. 37



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A. Macroeconomic risks ............................................................................................................ 37

A. Agriculture and Infrastructure sectors and assets risks ................................................... 39

B. Portfolio Management risks .............................................................................................. 42

C.

Management risks ............................................................................................................ 44

VIII. PREVENTION OF MONEY L AUNDERING ....................................................................................... 46

IX. RESTRICTION ON THE OWNERSHIP OF SHARES ............................................................................ 46

X. REDEMPTION OF SHARES ............................................................................................................. 47

XI. CONVERSION OF SHARES ........................................................................................................... 47

XII. DETERMINATION OF THE NET ASSET V ALUE ............................................................................... 47

A. The assets of each Sub-Fund include: ................................................................................. 48

B. Each Sub-Fund's liabilities shall include: .............................................................................. 48

C. The value of the Company’s assets shall be determined as follows: ................................... 49

XIII. TEMPORARY SUSPENSION OF NET ASSET V ALUE C ALCULATION ................................................. 50

XIV. DISTRIBUTION POLICY .............................................................................................................. 52

XV. COSTS, FEES AND EXPENSES .................................................................................................... 52

A. Costs payable by the relevant Sub-Fund.............................................................................. 52

B. Costs and fees to be borne by the Investors ........................................................................ 53

C. Establishment Costs ............................................................................................................. 53

D. Costs and expenses to be borne by the General Partner .................................................... 53

XVI. T AXATION ................................................................................................................................ 53

A. The Company ....................................................................................................................... 54

B. The Shareholders ................................................................................................................. 55

XVII. FINANCIAL YEAR, GENERAL MEETINGS OF SHAREHOLDERS AND DOCUMENTS AVAILABLE FOR

INSPECTION ..................................................................................................................................... 58

A. Financial Year ....................................................................................................................... 58

B. General meetings.................................................................................................................. 58

C. Documents available for inspection ...................................................................................... 58

D. Amendments to the Placement Memorandum ..................................................................... 59

XVIII. LIQUIDATION OF THE COMPANY .............................................................................................. 60

XIX. CONFLICT OF INTERESTS .......................................................................................................... 60

XX. D ATA PROTECTION ................................................................................................................... 61

P ART II: APPENDIXES - SPECIFIC INFORMATION RELATIVE TO SUB-FUNDS ......................................... 62

A. AGRILAND FUND – ALL AFRICA ............................................................................................... 63



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DEFINITIONS

The following definitions shall apply throughout this Placement Memorandum unless the contextotherwise requires:

“2007 Law” The Luxembourg law dated 13 February 2007 governingspecialized investment funds, as amended orsupplemented from time to time.

“Actualization Interest” An equalization subscription commission which shallcorrespond to an interest applied to the price ofInvestors Shares subscribed after the First Closing, asfurther described under the sub-section “CapitalFunding” of the relevant Appendix.

“Administration Agent” Caceis Bank Luxembourg or such other replacement

administration agent appointed by the General Partnerfrom time to time.

“Advisory Committee” One or several internal Advisory Committee(s)established within the General Partner for specificadvisory purposes as described under section IV“Management, Governance and Administration”.

“Aggregate Commitment” Total commitments of Investors in aggregate to theCompany or the relevant Sub-Fund, as the case may be.

“Appendix” An appendix of the Placement Memorandum specifyingthe terms and conditions of a specific Sub-Fund.

“Articles” The articles of incorporation of the Company.

“Board” The Board of directors of the General Partner.

“Business Day” A bank business day in Luxembourg, unless otherwisestated.

“Class” Any class of Shares issued in any Sub-Fund.

“Closing” As the case may be with respect to some Sub-Funds,the date (or dates) determined by the General Partneron or prior to which subscription agreements have to be

received and accepted by the General Partner.

“Commitment” As the case may be with respect to some Sub-Fundsthat do not operate with immediate subscriptions fundingin full, the total investment which each Investor hasirrevocably agreed to make in the Company, withrespect to the relevant Sub-Fund, which will be called bythe General Partner from time to time. A Commitmentwill become a funded Commitment when it has beendrawn down and the relevant amounts paid to theCompany.



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“Company” Agriland Fund S.C.A., SICAV-FIS, a société en

commandite par actions incorporated as a société

d’investissement à capital variable – fonds

d’investissement spécialisé and governed by the 2007

Law.

“CSSF” The Commission de Surveillance du Secteur Financier,the Luxembourg Supervisory Commission of theFinancial Sector.

“Default Interest” The interest the General Partner may apply to thesubscription amounts when a Shareholder fails to pay onthe relevant payment date, as specified under section IV“General Description of the Shares of the Company,sub-section “Commitments and Defaulting Investors”.

“Defaulted Redeemable Shares” Fully paid Shares registered in the name of a Defaulting

Investor that may, in case of default, be subject to acompulsory redemption in accordance with the relevantprovisions of the Articles, as further described under thesection IV “General Description of the Shares of theCompany, sub-section “Commitments and DefaultingInvestors”.

“Defaulted Shares” Shares that are still partly paid and that are registered inthe name of a Defaulting Investor.

“Defaulting Investor” An Investor which is in default of payment, as furtherdescribed under the section IV “General Description ofthe Shares of the Company, sub-section “Commitments

and Defaulting Investors”.

“Depositary” Caceis Bank Luxembourg or such other replacementdepositary from time to time appointed by the GeneralPartner.

“EDC” Edifice Capital SAS, a company incorporated in Parisunder registered number 523 586 196, whose registeredoffice is located in 36 avenue Hoche - 75008 Paris,France.

“Eleven Cherry” Eleven Cherry S.A., a company incorporated andexisting under the laws of Luxembourg, having its

registered office at 6a, route de Trèves L-2633Senningerberg, and registered with the LuxembourgTrade and Companies’ Register under number B-165682.

“Eligible Investor” Institutional Investors, Professional Investors and/or Wellinformed Investors within the meaning of article 2 of the2007 Law.

“EU” The European Union.

“Euro” or “EUR” The legal currency of the participating member states ofthe EU to the monetary union.



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“Financial Year” A financial period of the Company commencing on1 January and ending on 31 December.

“First Closing” The last day of the Initial Offering Period applicable to

the relevant Sub-Fund.

“Funded Commitment” Portion of the Commitment that has been paid by an

Investor under its obligation to pay for Shares

subscribed in the relevant Sub-Fund (capital

contribution).

“General Partner” Agriland Management S.A., the unlimited Shareholder(associé gérant commandité) of the Company, acompany incorporated under the laws of Luxembourg

acting as general partner and responsible for themanagement of the Company.

“General Partner Share” One management Share which has been subscribed bythe General Partner upon incorporation of the Companyin a capacity as associé-gérant commandité of theCompany.

“Initial Offering Period” First period during which Investors will be offered tosubscribe or to commit to subscribe to Investors Sharesof a particular Sub-Fund, as determined by the GeneralPartner pursuant to the terms of section IV “GeneralDescription of the Shares of the Company, sub-section

“Subscription for and Issue of Shares of the Company,Minimum Investment and Holding” and specified in therelevant Appendix.

“Initiators” YCAP and Eleven Cherry.

“Institutional Investor” Investor which qualifies as an institutional investor withinthe meaning of the 2007 Law.

“Investment Committee(s)” One or several internal Investment Committee(s)established within the General Partner for specificadvisory purposes as described under section III“Management, Governance and Administration”.

“Investors” Eligible Investors which have subscribed or committed tosubscribe for Investors Shares of the Company.

“Investors Shares A” A class of Investors Shares issued by the Company toInvestors and entitled to distribution rights from therelevant Sub-Fund (Preferred Return), as outlined in the

Appendix.

“Investment Advisor” Edifice Capital SAS, a company incorporated in Parisunder registration number 523 586 196, whoseregistered office is located in 36 avenue Hoche, 75008Paris, France.



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“Investment Advisor Team” The members of the Investment Advisor in charge ofadvising the Company.

“Investment Period” The period extending from the First Closing until theearlier of (i) the date on which the Shareholders havefully funded their Commitments to the relevant Sub-Fund, and (ii) the date provided for in the relevant

Appendix for each Sub-Fund.

“Investors Shares” Shares issued by the Company to Investors with respectto any Sub-Fund and which may be of different Classesand entitled to specific distribution or liquidity rights, asoutlined in the relevant Appendix.

“Last Closing” Two years maximum after the First Closing, unlessextended by the General Partner.

“Management Fee” The service fee paid out of the assets of any Sub-Fundto the General Partner or its designee in considerationfor the management services performed for the benefitof such Sub-Fund, as specified in the relevant Appendix.

“Management Period” The period extending from the end of the InvestmentPeriod until the term of each Sub-Fund separately.

“Mémorial” The Mémorial C, Recueil des Sociétés et Associations,the official journal of Luxembourg.

“Net Asset Value” or “NAV” The net asset value of the Company, each Class andeach Share as determined pursuant to the section XII“Determination of the Net Asset Value”.

“Participating Shares” A special Class of Shares that may be issued by theCompany in some Sub-Funds, with respect to which theperformance remuneration package is to be based onrealised profits and/or actual distributions, entitling theholders thereof to receive specific performancedistributions (Special Return), specified in the relevant

Appendix.

“Placement Memorandum” This placement memorandum and Appendix or

Appendices, as amended from time to time.

“Portfolio Company” Any target company in which a Sub-Fund has made aninvestment, directly or indirectly via one or severalSubsidiary(ies).

“Portfolio Investment” Any asset in which the Company has made aninvestment, directly or indirectly via one or severalSubsidiaries.

“Preferred Return” A priority right to distribution that may be attached toInvestors Shares issued by some Sub-Funds, calculated



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as an IRR, compounded annually as specified in therelevant Appendix.

“Professional Investor” An investor who qualifies as professional investor under

Annex II of Directive 2004/39/EC on investment servicesand regulated markets as amended or supplementedfrom time to time.

“Reference Currency” Euro (EUR) for the Company; the currency in whicheach Sub-Fund or Class is denominated, as furtherspecified in the relevant Appendix.

“Registrar and Transfer Agent” Caceis Bank Luxembourg or any other replacementagent selected from time to time by the General Partnerto perform the relevant registrar and transfer agencyfunctions for the benefit of the Company.

“Regulated Market” A market functioning regularly, which is regulated,recognised and open to the public, as defined inDirective 2004/39/EC on markets in financial instrumentsas amended or supplemented from time to time.

“Share” or “Shares” Shares issued in any Sub-Funds and/or Classespursuant to this Placement Memorandum.

“Shareholder” A holder of a Share of the Company.

“Special Return” The specific performance distribution right of the holdersof Participating Shares, after payment of the PreferredReturn, as specified in the relevant Appendix.

“Sub-Fund” or “Sub-Funds” Any sub-fund of the Company established by theGeneral Partner in accordance with this PlacementMemorandum and the Articles.

“Subsidiary” Any Luxembourg or foreign entity/company whollyowned or controlled by any Sub-Fund, through which theGeneral Partner has made or holds investments for thebenefit of such Sub-Fund.

“Suspension Period” The period starting at the date of occurrence of aChange of Control Event or Key Person Event and

ending when such events are cured in accordance withthe terms and conditions described in section IV“Management, Governance and Administration”, sub-section A “The General Partner”, item “Key PersonsEvent and Change of Control Event” and the relevant

Appendix.

“Valuation Day” Any business day in Luxembourg which is designated bythe General Partner as being a day by reference towhich the assets of the relevant Sub-Funds shall bevalued in accordance with the Articles, as furtherdescribed in the relevant Appendix.



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“Well-informed Investor” An investor who: (i) adheres in writing to the status ofwell-informed investor and (ii) either invests a minimumof one hundred twenty five thousand Euros (EUR125,000) in the Company or benefits from a certificate

delivered by a credit institution, another professional ofthe financial sector within the meaning of Directive2004/39/EC on markets in financial instruments or amanagement company within the meaning of Directive2001/107/EC stating that he is experienced enough toappreciate in an adequate manner an investment in aspecialized investment fund.

“YCAP” YCAP Holding S.A., a company incorporated andexisting under the laws of Luxembourg, having itsregistered office at 3, rue du Fort Bourbon, L-1249Luxembourg, and registered with the Luxembourg Tradeand Companies’ Register under number B-151732.



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P ART I – GENERAL INFORMATION IN RELATION TO THE COMPANY

I. Structure of the Company

A. General Information

YCAP, a European asset management company and Eleven Cherry, a Luxembourg managementcompany, are together the Initiators of an unlimited open-ended investment Company with atarget size of EUR 400 million.

Edifice Capital SAS, a French company, regulated by the Autorité des Marchés Financiers (the“ AMF”), is the Investment Advisor of the Company; Edifice Capital SAS is specialized in thestructuring and management of investment funds, both in France, Europe, emerging anddeveloping countries and other countries, in the economic and social infrastructure sector and theagriculture sector.

The Company was incorporated under the name of Agriland Fund S.C.A., SICAV-FIS on30 March 2012, as a société en commandite par actions qualifying as a société d’investissement

à capital variable - fonds d’investissement spécialisé, under the 2007 Law.

The Articles have been published in the Mémorial on 6 June 2012. The Company is registeredwith the Registre de Commerce et des Sociétés, Luxembourg under number B-168088.

The Company is an umbrella fund and as such provides Investors with the choice of investmentin a range of several separate Sub-Funds, each of which relates to a separate portfolio of assetspermitted by law with specific investment objectives, as described in the relevant Appendix.

The Company is an open-ended collective investment scheme (i.e., Shares may be redeemed atthe request of a Shareholder) with variable capital. Shareholders should however check anylimitations or restrictions that may apply to their right ask for redemption of their Shares as set outin the relevant Appendix.

The Company was created for an unlimited duration. The duration of the Sub-Funds shall bespecified in the relevant Appendix.

As a société en commandite par actions, the Company has two different types of Shareholders:

- the associé gérant commandité or unlimited Shareholder (the “General Partner ”), who isthe equivalent of the general partner of a limited partnership. The General Partner isresponsible for the management of the Company and is jointly and severally liable for all

liabilities which cannot be paid out of the assets of the Company. The General Partner mayonly be removed by an amendment of the Articles approved at an extraordinary generalmeeting of Shareholders. The General Partner will hold the one General Partner Share inthe Company. The General Partner Share was issued upon incorporation of the Company.No further General Partner Shares will be issued.

- the associés commanditaires, or limited Shareholders whose liability is limited to theamount of their investment in the Company. The Company may have an unlimited numberof limited Shareholders. The interests of the limited Shareholders of the Company will berepresented by Investors Shares of different Classes and Participating Shares, as the casemay be, with respect to each Sub-Fund.



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The General Partner is Agriland Management S.A., a company organised under the laws ofLuxembourg on [30 March 2012] with a share capital of thirty one thousand Euros(EUR 31,000.-). The articles of incorporation of the General Partner have been published in theMémorial on 16 May 2012. The General Partner is registered with the Registre de Commerce et

des Sociétés, Luxembourg, under number B-168087.

The capital of the Company is represented by one (1) General Partner Share (which has beensubscribed by the General Partner), and by Investors Shares, and, as the case, may beParticipating Shares, of each Sub-Fund.

Within each Sub-Fund, Shares may, as the General Partner shall determine, be of one or moredifferent series differentiated by their respective issue date.

Each Share (General Partner Share, Participating Share or Investors Share) grants the right toone vote at every general meeting of Shareholders. No measure affecting the interests of theCompany vis-à-vis third parties may validly be taken without the affirmative vote of the holder ofthe General Partner Share.

The capital of the Company shall at all times be equal to the total net asset value of theCompany.

The Company was incorporated with a subscribed Share capital of thirty one thousand Euros(EUR 31,000.-) divided into one General Partner Share of no nominal value with an initial parvalue of EUR 1,000.- and thirty (30) Investors Shares of no nominal value with an initial par valueof EUR 1,000.- each. Upon incorporation, the General Partner Share and each Investors Shareswere fully paid-up.

The minimum subscribed capital of the Company, as prescribed by law, is one million twohundred fifty thousand Euros (EUR 1,250,000.-). This minimum must be reached within a period

of twelve (12) months following the authorization of the Company as a SICAV-FIS under the 2007Law.

B. Investment Choice

For the time being, the Company offers Investors Shares in those Sub-Funds as further describedindividually in the relevant Appendix.

Upon creation of new Sub-Funds or Class(es), this Placement Memorandum shall be updated orsupplemented accordingly.

C. Share Classes

All Sub-Funds may offer more than one Class of Investors Shares. Each Class of InvestorsShares within a Sub-Fund may have different features or rights or may be offered to differenttypes of Eligible Investors to comply with various country legislations and will participate solely inthe assets of that Sub-Fund.

Details in relation to the different Classes of Shares as well as the rights in relation thereto andissue conditions are set out for each Sub-Fund in the relevant Appendix.



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D. Minimum Investment and Holding

The minimum initial and subsequent investments as well as the minimum holding requirements, ifany, are set out for each Sub-Fund in the relevant Appendix.

E. Presentation of the Initiators

YCAP

YCAP is a Luxembourg company, notably operating through asset management subsidiariesregulated in Luxembourg, France, and Switzerland with a total of 40 team members. It isspecialized in the structuring, management, and marketing of investment funds and mandates invarious asset classes (credit, equity, real estate), mostly in Europe, Middle-East, and Africa. Atyear-end 2011, the total assets under management exceeded $1.5 billion. The assetmanagement abilities of YCAP are approved by the CSSF (Luxembourg), the AMF (France), andthe ASG (self-regulatory organization subject to the Swiss authority FINMA).

YCAP is an independent investment management group offering tailor-made investment solutionsto Institutional Investors.

ELEVEN CHERRY

Eleven Cherry is a Luxembourg company. The Company’s purpose is to take participations andinterest, in any commercial, industrial, financial or other, Luxembourg or foreign companies orenterprises and to acquire through participations, contributions, and generally hold, manage,develop, sell or dispose of the same, in whole or in part, for such consideration as the Companymay think fit, to enter into, assist or participate in financial, commercial and other transactions,and to grant to any holding company, subsidiary, or fellow subsidiary, or any other companywhich belong to the same group of companies than the Company any assistance, loans,advances or guarantees; to borrow and raise money in any manner and to secure the repaymentof any money borrowed.

The Company can perform all commercial, technical and financial operations, connected directlyor indirectly in all areas as described above in order to facilitate the accomplishment of itspurpose.

The shareholders of Eleven Cherry are:

Agona S.à r.l. for 25%; Cadogan C1 S.à r.l. for 75%.

Agona S.à r.l. is the personal holding company of Edifice Capital Group founding members, thatowns, on their behalf, their participation in the group companies, including Edifice Capital SAS(“EDC”).

EDC is an independent French company, regulated by the AMF. It is specialized in the structuringand management of investment funds, both in France, Europe, emerging and developingcountries and other countries, in the economic and social infrastructure sector as well as theagriculture sector. EDC is also developing an activity of investment advisor.

Cadogan C1 S.à r.l. is a Luxembourg private limited company (société à responsabilité limitée)which has as main purpose the holding of participations, in any form whatsoever, in Luxembourgand foreign companies and any other form of investment, the acquisition by purchase,subscription or in any other manner as well as the transfer by sale, exchange or otherwise of



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securities of any kind and the administration, control and development of its portfolio. Itsadditional purpose is the acquisition and sale of real estate properties, for its own account, eitherin the Grand-Duchy of Luxembourg or abroad as well as all operations relating to real estateproperties, including the direct or indirect holding of participation in Luxembourg or foreign

companies, the principal object of which is the acquisition, development, promotion, sale,management and/or lease of real estate properties.

Some of the specific benefits each Initiator will bring to the Company are listed below:

YCAP:

Expertise and know-how of the African market and its different sectors; Expertise on different sectors, such Credit, Infrastructure, Real Estate and Hedge

Fund; Strong relationships with industrial players, with High Net Worth Individuals and

sophisticated institutional investors.

EDC:

Expertise and know-how of the African market and its different sectors; Strong relationships with (i) the industrial players in the infrastructures sector:

conception, building, operating, maintenance, etc., (ii) the financial and bankingactors, (iii) the technical, legal, tax and financial advisors, etc.;

Specific team dedicated to Africa with a huge track record for the management ofinvestment structure;

EDC has launched a FCPR (“Fonds Commun de Placement à Risques à procedureallégée”) on the euro zone and dedicated to Public Private Partnership Infrastructures(“Contrat de Partenariats”/ Private Finance Initiative);

Edifice Capital performs investment advisory services for “Edifice Infra Maroc”, aMoroccan infrastructure investment fund part of the Edifice Capital group. ThisMarrocan fund was launched in April 2010.



17

F. Structure Overview

General Partner

(unlimited shareholder -

commandité)Société Anonyme

(Luxemburg)

Investors

(limited shareholders ‐

commanditaires)

AGRILAND FUND (SICAV – SCA)

Sub‐Fund #1

Depositary

Auditors

Registrar & Transfer

Agent

Administrative Agent Investment

Advisor

YCAP (Lux) Eleven Cherry

(Lux)

Investment

Committee

Project

SPV

Project

SPV

Project

SPV

Advisory

Committee

Agona SARL

(Lux)

Cadogan C1

(Lux)

Edifice Capital SAS

(France)



18

II. Investment Objectives, Strategy and Restrictions

A. Investment Philosophy and Strategy

The purpose of the Company is to provide Investors with an opportunity for investment in aprofessionally managed investment fund in order to achieve an optimum return from the capitalinvested.

The investment objective of the Company will be to invest in a variety of attractive opportunities in Africa (including Mauritius and Madagascar) taking advantage of the strong growth of theagricultural and food-processing sectors and taking into account the exponential growth in suchrelevant markets.

The Company will target investments in assets that generate long-term, stable cash flows. TheCompany may invest through direct acquisition of shares within existing companies or companiesto be created for the purpose of a specific project or participating to public tenders launched

under or inter alia public private partnership schemes (“PPP”).

The main Company’s objectives are:

undertake works on land in order to make it compatible with agricultural activities; develop infrastructures dedicated to the agricultural business (like irrigation, storage, cold

chain, abattoirs, logistic facilities…); these managed lands will be rent to agricultural producers and the Fund will have a

possibility of co-investment with the producers; develop the feed-processing and food-processing industry and especially the

transformation of agricultural products to support the local food-security and export.

The Company will also seek to invest in projects consistent with the general principles of Socially

Responsible Investments

1

. To do so, the Company will rely on the services of specialized SRIadvisory companies. At the time of its incorporation, the Company chooses to rely on the servicesof BeCitizen. However, the General Partner may, at its sole discretion, decide to rely on anotherSRI advisory company.

Founded in 2000, BeCitizen (www.becitizen.com) is a strategy and finance consultancy firm (partof Edmond de Rothschild Group) which delivers to its clients radically innovative products andbusiness models. BeCitizen acts, through its interventions, as a driving force behind the PositiveEconomyTM* concept: a growth model that generates economic opportunities by restoring theenvironment. BeCitizen relies on 25 consultants, experts on environmental issues.

The Positive EconomyTM

approach is an analytical framework and ranking methodologydeveloped by BeCitizen to

Assess the comprehensive environmental value of a project; Ensure business and environmental risks mitigation as well as a higher exit value for the

projects through a biological capital increase during the investment vehicle’s life; Maximize social and economic benefits for the local populations and apply rigorous social

assessment criteria to mitigate social risks and create positive socio-economic value.

The Company through the General Partner will employ the Investment Advisor to identify andprepare bids for projects, either through participation in a public tender alongside partners

1 Cf. the United Nations Principles for Responsible Investments would be used as general guidelines

(http://www.unpri.org/).



19

(industrial or financial) or direct shares acquisition in targets companies. Both greenfield andbrownfield projects will be targeted.

The Company intends to be an active developer of projects in the agricultural sector within Africa,

participating in tendering process and/or acquiring stakes in companies to contribute to thefinancing of such projects.

Once the investment is done, the Company will actively manage its participation in the projectand will ensure that the Investment Advisor is carefully monitoring the project and the rightsgranted to the Company.

More specifically, the Company aims at offering to its Investors an exposure to a sector whichshows particular potential for development and growth over the coming decade. The Companywill seek to achieve this objective by investing gradually all of its committed capital, net ofnecessary reserves and expenses, in such projects.

The Company will target opportunities that best meet its sectional focus and return expectations.

The Company may invest in such target assets through tax-efficient vehicles and will be entitledto any and all distributions made by such vehicles. It is contemplated that depending on the sizeof and risks associated with certain investments, such investments may be made alongside otherinstitutional investors, such as public and private pension funds, banks, asset managementcompanies, insurance companies, foundations, endowments, and other institutional investors.

Prior to expending the capital contributions made by the Investors, and pending distributions orother uses of available cash, the Company may invest cash balances in various types of short-term market investments (“Temporary Investments”). These Temporary Investments mayinclude money market instruments and securities and/or tailor-made structured products issuedby taxable or tax-exempt top-tier financial institutions.

Both greenfield and brownfield projects will be targeted, with the objective to mitigate the “J curveeffect”.

Greenfield projects initially have a negative impact on the Net Asset Value of the investmentvehicle: generally, the construction period requires high capital drawdowns and there is nodisposable cash flow for Investors (J curve).



20

A mix of greenfield and brownfield projects improves the risk / return ratio of the Company.

For each project, the Company will implement financial structures that offer the best ratiobetween risk mitigation and costs of the guarantees and/or insurances to ensure the projects’bankability and the protection of Investors. Political and / or commercial risks may be covered ona case by case basis through insurance or guarantees provided by multilateral, bilateral or creditexport agencies.

Targeted Markets: the African agricultural market

The Initiators believe that investing in the agro-industrial sector in developing and emergingcountries is one of the priorities for the 21th century for several reasons:

Food security is one of the main challenges for the new century: in 2011, more than1 billion people suffer from hunger worldwide;

There is nearly any chance to reach the millennium objective: to halve the proportion ofpeople who suffer from hunger by 2015;



21

Price volatility of agricultural commodities has a negative impact on the cereal import billof many developing countries for several years;

To feed 9 billion people in 2050, the world agriculture production has to be raised of 70%and the access of people to food to be improved.

The international community recommends to invest in priority in the agricultural sector indeveloping and emerging countries in order to enhance their production and self-subsistencecapacities. According to the Food and Agriculture Organisation (“FAO”), this will require anannual investment of $ 83 billion in the agriculture sector of developing countries.

Africa benefits from an important agro-industrial potential that requires structuring investments tobe developed and optimized: according to FAO, nearly 2 billion ha of available agricultural landare not exploited due to the lack of investment and gain perspectives.

Agriculture is – and will remain for years – one of the key sectors of the African economies2:

Demand for agriculture products and high-value products from Africa should raise from

50 to 100 bill ions between 2020 and 2030, according to the African Union Commission; Rapid urbanization and sustained demographic growth in African countries will generate

a growing demand of agro-industrial products in the following years; Increasing the local production would contribute to secure the supply side, the prices, the

job creation as well as the familial and local agriculture production; Cumulated investments in agriculture, agro-industrial sectors and the linked services

sectors are estimated to $ 940 billions between 2006 and 2050. 66% will be dedicated tothe agro-industrial and agro-business sector.

The investment strategy of each Sub-Fund is individually set out in the relevant Appendix.

B. Investment Approach

The Investment Advisor will implement an investment approach and process which, whencombined with its sourcing capabilities, is expected to assist the General Partner in achievingvalue creation for the Company. The key elements of such approach are:

deal origination: identifying investment opportunities through the network of operatingpartners and relationships developed by the General Partner, the Investment Advisor andthe Initiators;

diligent investment assessment: analyzing the adequacy of the projects’ characteristicswith the Company’s investment criteria, identifying and assessing the risks of a potentialinvestment using market-leading advisory firms, verifying assumptions onmacroeconomic conditions on industry-specific knowledge and capital markets expertise,

and developing the opportunities through the preparation of an investment memorandumdescribing the main characteristics of the projects, the Company’s investment rationale,a simplified financial model, a preliminary valuation, the contemplated exit strategy andthe expected IRR;

creative structuring: using creative and sophisticated structuring to optimize returns andmitigate downside risks (e.g. through the use of contractual terms, payment regimes andcorporate structures; appropriate bank and capital markets leverage and financialstructuring designed to mitigate interest rate, credit, refinancing and currency risks;appropriate risk mitigation instruments to cover political and / or commercial risks);

2 Source : Food and Agriculture Organization of the United Nations, Afr ican Agribus iness and Agro-indust ries

Development Initiative (3ADI) (http://www.fao.org/ag/portal/ag-

archive/detail/en/item/43187/icode/?no_cache=1 )



22

disciplined decision making: presenting to the General Partner for each potentialtransaction a detailed memorandum which may include (i) a description of the opportunityand investment rationale, (ii) the business plan and major assumptions in the plan, (iii) a

simplified financial model including amongst others a valuation of the asset, the expectedIRR, financial ratios, SWOT Analysis, (iv) for each operating partner, its reputation andprior experience, and the terms under which the investment is undertaken with theoperating partner, (v) market supply and demand dynamics, including existing andprojected supply, (vi) market rents and prices, including “comparable” information, (vii)deal economics and sensitivity analyses, (viii) all due diligence undertaken and by whomwith a view to give reassurance as the in-depth analysis and the independence of suchdue diligence, (ix) final financing terms and acquisition structure, and (x) exit strategies.

All investment and divestment recommendations will be made by the Investment Advisorto the General Partner. The board of the General Partner by a vote at a simple majoritywill, in its absolute discretion, determine whether to proceed with the investment ordivestment. A member of the board of the General Partner will be precluded fromparticipating in votes for projects involving a potential conflict of interest;

Due diligence and risk analysis: The Investment Advisor will undertake appropriate duediligence as soon as possible after attractive investment opportunities have beenidentified and accessed. The nature of the due diligence exercise will largely depend onthe stage of the investment being considered. A mature asset may carry less risk butoffer less potential upside to a new operator. A key element of the due diligence will be toconduct a comprehensive analysis of different scenarios to obtain a realistic assessmentof future value. This will permit the General Partner to put together sound valuationproposals and ensure that they do not overpay for assets. In considering whether a targetasset is of good quality, the Investment Advisor will also be entitled to rely on appropriateadvice and reports from external professional advisers regarding, amongst others, thefollowing issues:

Regulatory framework; Business plan and long term financial projections; Macro-economic reports; Financing and other contracts; Contractual counterparties including sub-contractors; Insurance; Environmental compliance; Any available technical, market, legal and financial due diligence reports

already available; Construction; Physical condition of existing assets; Anti Money Laundering principles; Accounting information; and Tax.

strong asset management: The General Partner will seek board representation incompany/ assets it invests in. After an investment is made, the General Partner willattempt to implement the business plan and focus on creating value through activemanagement and by working closely with operating partners, which are stronglymotivated to achieve objectives to implement value-creation strategies, while alsoleveraging relationships with agents, contractors and other service providers to ensuresuccessful execution;

monitoring: The Company will retain a financial model for every investee company. Thisfinancial model will be issued as a means to monitor and analyze the performance ofeach investment. The General Partner will seek to obtain monthly reports from itsinvestee companies, covering financial and operational performance; and



23

exit strategies: seeking investments that offer multiple exit opportunities, by managing theinvestment with a view to achieve the most likely exit plan and being able to consider andpursue a broad spectrum of exit possibilities, including single asset sales, portfolio sales,

mergers and public market placements.

C. Reporting to Investors

The General Partner will present all the relevant strategic, market, technical, operational andfinancial information regarding the Company to ensure Investors are duly informed of investmentsand the rationale for each of them on a regular basis. In particular, Investors will receive anannual report including audited accounts.

Such information will cover both operating and financial performance as customary for the type oftransactions in question.

The first report shall be an annual reporting of the financial year closed on 31 December 2012.

The General Partner will calculate the Net Asset Value of the Company in accordance with theInternational Private Equity and Venture Capital Valuation Guidelines published by the EuropeanVenture Capital Association (EVCA), AFIC and BVCA (as amended from time to time).

D. Borrowing policy

The Company, with respect to each Sub-Fund, may incur indebtedness whether secured orunsecured, as further described in the relevant Appendix.

The Company, with respect to each Sub-Fund, may leverage its assets by way of borrowing up toan amount equal to twenty-five per cent (25%) of the Aggregate Commitment.

Unless otherwise stated in the relevant Appendix, borrowings may be utilized for investmentpurpose as well as to bridge financing and expense disbursements when liquid funds are notreadily available.

Investments of each Sub-Fund may include target companies or entities whose capital structuresmay include significant leverage. Leverage incurred at the level of such targeted investments willas a rule not be consolidated for the purpose of assessing external borrowings limits of each Sub-Fund referred to herein.

E. Investment restrictions

In compliance with the provisions of the 2007 Law, the investment strategy of each Sub-Fund willbe based on the principle of risk diversification.

As a rule, and unless otherwise stated in the relevant Appendix, each Sub-Fund shall comply withthe following investment limits and restrictions:

1. A Sub-Fund may not invest more than thirty percent (30%) of its assets (or commit tosubscribe to securities) or, as applicable its Aggregate Commitments, in the same type ofsecurities issued by the same issuer. This restriction does not apply to:

- investments in securities issued, or guaranteed by an OECD Member State, or itsregional, or local authorities, or by the European Union, regional, or global supranationalinstitutions and bodies;



24

- investments in target undertakings for collective investment that are subject to risk-spreading requirements at least comparable to those applicable to specialised investmentfunds. For the purpose of the application of this restriction, every sub-fund of a target

umbrella undertaking for collective investment is to be considered as a separate issuer,provided that the principle of segregation of liabilities among the various sub-funds vis-à-

vis third parties is ensured.

Moreover, this thirty per cent (30%) risk diversification rule is to be assessed in the light ofspecificities of each Sub-Fund contained in the relevant Appendix, as regards amongst otherelements, the basis applicable to such risk diversification rule ( i.e. assets vs AggregateCommitments) and/or the portfolio build-up rules foreseen at the level of the relevant Sub-Fund.

2. Short sales may not in principle result in a Sub-Fund holding a short position in securities ofthe same type, and issued by the same issuer and representing more than thirty percent(30%) of the Sub-Fund’s assets or, as applicable, its Aggregate Commitments.

3. When using financial derivative instruments, a Sub-Fund must ensure, via appropriatediversification of the underlying assets, a similar level of risk-spreading. Similarly, thecounterparty risk in an over-the-counter transaction must, where applicable, be limited havingregard to the quality and qualification of the counterparty.

Each Sub-Fund may have additional specific investment restrictions and risk diversificationrequirements specified in the relevant Appendix(ces) to this Placement Memorandum.

Ethics will be a key value of the Company and non ethical assets will be excluded by all means tothe extent of the Company’s knowledge and best practice / endeavours. Stringent corporaterules, reputable and knowledgeable Investment Advisor Team and General Partner actingaccording to the best international practices should ensure this key goal is met and related risksmitigated.

F. Currency hedging and financial techniques and instruments

Unless otherwise provided for in the relevant Appendix, any Sub-Fund may invest in, or enterinto, currency-related derivative contracts or instruments if such currency-related contracts orinstruments are bona fide hedging transactions in connection with the acquisition, holding ordisposition of investments. Any amounts paid by a Sub-Fund for or resulting from any suchcurrency-related contracts or instruments shall be treated as a Sub-Fund expense relating to theinvestment(s) hedged thereby, and, if two or more investments are hedged thereby, suchamounts shall be allocated among such investments as reasonably determined by the General

Partner. Any distributions resulting from any such currency-related contracts or instruments shallbe treated as attributable to the investment(s) hedged thereby, and, if two or more investmentsare hedged thereby, such distributions shall be allocated among such investments as reasonablydetermined by the General Partner.

The Company is further authorised to make use of derivative financial instruments and thetechniques referred to hereafter for efficient portfolio management purpose, save as otherwisespecified in the relevant Appendix(ces).

The derivative financial instruments may include, among others, options, forward contracts onfinancial instruments and options on such contracts as well as swap option and swap contracts byprivate agreement on any type of financial instruments. Such derivative financial instruments



25

must be dealt on an organised market or contracted by private agreement with first classinstitutions specialised in this type of transaction.

In addition, the Company may participate in securities lending and borrowing transactions, as well

as sale transactions with right of repurchase and repurchase transactions, as follows:

F.1. Securities lending and borrowing

The Company may enter into securities lending transactions provided that they comply with thefollowing rules:

(i) The Company may only lend or borrow securities through a standardised systemorganised by a recognised clearing institution or through a first class financialinstitution specialised in this type of transactions.

(ii) As part of lending transactions, the Company must in principle receive a guarantee,the value of which at the conclusion of the contract must be at least equal to the total

valuation of the securities lent.

This guarantee, blocked in the name of the Company until the expiry of the loancontract, must be given in the form of

- liquid assets; and/or

- securities issued or guaranteed by a Member State of the OECD or by their localauthorities or by supranational institutions and undertakings of a Europeancommunity, regional or world-wide nature and blocked in the name of theCompany until the expiry of the loan contract; and/or

- transferable securities and money market instruments that are the object of thehighest rating attributed by a first class rating agency (i) quoted or negotiated ona Regulated Market or (ii) negotiated on any other market of a Member State ofthe European Union (“Member State”), that is regulated, functioning regularly,recognised and open to the public and that are blocked for the benefit of therelevant Sub-Fund until the expiry date of the loan contract(s); and/or

- a guarantee of a highly rated financial institution in favour of the Company untilthe expiry date of the loan contract.

Such a guarantee shall not be required if the securities lending is made throughrecognised clearing institutions or through any other organization assuring to thelender a reimbursement of the value of the securities lent by way of a guarantee orotherwise.

(iii) Securities lending and borrowing transactions may not extend beyond a period ofthirty (30) days nor exceed fifty percent (50%) of the total valuation of the securitiesportfolio of each Sub-Fund. These limitations do not apply where the Company isentitled at all times to terminate the contract at any time with the immediaterestitution of the securities lent provided that the terms of the relevant securitieslending agreement do not render such cancellation and restitution costly.

(iii) The securities borrowed by the Company may not be disposed of during the timethey are held by the Company, unless they are covered by sufficient financialinstruments which enable the Company to reinstate the borrowed securities at theclose of the transaction.



26

(iv) The Company may borrow securities under the following circumstances in connectionwith the settlement of a sale transaction: (a) during a period when the securities havebeen sent out for re-registration; (b) when the securities have been lent and notreturned in time; (c) to avoid a failed settlement when the custodian fails to make

delivery and (d) in order to comply with an obligation to deliver the securities that arethe object of repurchase agreements when the counterparty exercises his right toredeem the securities, to the extent that these securities have previously beenredeemed by the Company.

(v) The counterparty risk deriving from securities lending transactions shall never exceedthirty percent (30%) of the Aggregate Commitments or NAV of the relevant Sub-Fund, as applicable.

F.2. Repurchase Agreement transactions

The Company may enter into repurchase agreement transactions which consist of the purchaseand sale of securities with a clause reserving the seller the right or the obligation to repurchase

from the purchaser the securities sold at a price and term specified by the two parties in acontractual arrangement.

The Company can act either as purchaser or seller in repurchase agreement transactions. Itsinvolvement in such transactions is, however, subject to the following rules.

The Company may not buy or sell securities using a repurchase agreement transaction unlessthe counterparty in such transactions is a first class financial institution specialised in this type oftransaction.

For the duration of the repurchase agreement contract, the Company cannot sell the securitieswhich are the object of the contract, either before the right to repurchase these securities hasbeen exercised by the counterparty, or the repurchase term has expired.

Where the Company is exposed to redemptions of its own Shares, it must take care to ensurethat the level of its exposure to repurchase agreement transactions is such that it is able, at alltimes, to meet its redemption obligations.

The Company may regularly enter into repurchase agreement transactions.

III. Management, Governance and Administration

A. The General Partner

The General Partner is Agriland Management S.A., a company organised under the laws ofLuxembourg on 30 March 2012 with a share capital of thirty one thousand Euros (EUR 31,000.-).The articles of incorporation of the General Partner have been published in the Mémorial on16 May 2012. The General Partner is registered with the Registre de Commerce et des Sociétés,Luxembourg, under number B-168087.

The shareholders of the General Partner are:

Eleven Cherry (50%); and YCAP (50%).

Pursuant to the Articles, as holder of the General Partner Share, the General Partner has

responsibility for managing the Company in accordance with the Placement Memorandum and



27

the Articles, Luxembourg law and other relevant legal requirements. The General Partner is jointlyand severally liable for all liabilities which cannot be paid out of the assets of the Company. TheGeneral Partner may only be removed by an amendment of the Articles approved at anextraordinary general meeting of Shareholders. The General Partner will hold the one General

Partner Share in the Company. The General Partner Share has been issued upon incorporationof the Company. No further General Partner Share will be issued.

The General Partner is responsible for implementing the investment policy of the Company andits Sub-Funds, subject to the risk diversification rules and investment restrictions set out in thisPlacement Memorandum.

The General Partner is also responsible for selecting the Depositary, the Administration Agent,the Registrar and Transfer Agent and other such agents as are appropriate.

Board of the General Partner

The board of directors of the General Partner (the “Board”) as at the date of this PlacementMemorandum is composed as follows:

Yariv Elbaz representing YCAP; Geoffroy t’Sterstevens representing Eleven Cherry; Nicolas Boudeville representing Eleven Cherry; Nathaniel Amsellem representing YCAP ; Marie-Odile Schaad representing Eleven Cherry.

Yariv Elbaz started his career as equity portfolio manager at BNP Paribas. After three years, hestarted-up Keren Finance where he managed an equity fund, K-Invest France, which wasnumerously awarded when it was under his management. In 2003, Yariv started-up Cogef in

Geneva (multi-family office). With Cogef, he launched a range of products, in long-only(CogeFunds), in Private Equity (Cogef Luxembourg), and in alternative asset management(BlueStar and OneSeven in New York). When he sold Cogef in 2009, the assets under hismanagement exceeded $2.5 billion. Yariv founded YCAP in 2010 to create value from tailor-madesolutions and ensure close relationship with clients and transparency. Yariv has got a MasterDegree Diploma in Finance from the Ecole Supérieure de Commerce de Paris, a leadingEuropean business school.

Geoffroy t’Serstevens is the general counsel of Aerium group since February 2008. He iscurrently responsible for all legal aspects of the activity of the Aerium group, including structuringthe investments and acquisitions, financing, management and disposal of assets. He is alsomember of the investment committee of Aeriance FCP-SIF, a Luxembourg based specializedinvestment fund. Prior to joining the Aerium group, he was an associate at Arendt & Medernach,

a Luxembourg leading law firm in the department of regulated investment funds since 2004. Hegained a degree in law from the Université Catholique de Louvain (Belgium).

Nicolas Boudeville is President of Edifice Capital. Before joining Edifice Capital, Nicolas hasbeen Deputy CEO of Natixis Environnement & Infrastructures, managing company specialized inthe infrastructures and renewable energies, and Director of the PPP Greenfield Platform. He hasbeen the former Director of FIDEPPP (Caisses d’Epargne Investment Fund in PPP in France) for3 years. He has been also Partner at PricewaterhouseCoopers (France) in charge of Publicpolicies and Public Private Partnership and he is a founding member of the PPP ClubMedAfrique. Nicolas has a background of lawyer in France and Belgium and has two Masters inEnvironment Law and European Law. Nicolas is Chevalier de l’Ordre National du Mérite (France).



28

Nathaniel Amsellem started his career as a strategy consultant at Gemini Consulting (1997-2000). Later, he joined successful start-up companies in the Telecommunications industry wherehe handled business development, fund raising and M&A from 2000 to 2006. In 2006, he startedSmart Equity, a M&A and Private Equity advisory firm mostly involved in Telecoms-Media-

Technology, Infrastructures, and Financial Services. Finally, he co-founded YCAP in 2010 wherehe is responsible for Corporate Development and Operations Management (Finance, IT, Legal).Nathaniel graduated from ESSEC (MBA program) - a leading European business school - andwas additionally trained (executive education) at INSEAD and AFIC (French Private Equity

Association).

Marie-Odile Schaad is Chief Executive Officer of Edifice Capital. Previously, she was BusinessManager during 4 years of the third party asset management department within the Corporateand Investment Bank of Natixis, in charge of the regulatory, compliance, legal and tax aspectsand of the coordination of the services of the department. Marie-Odile was also in charge of aportfolio of management companies approved by the AMF. Previously, she spent 10 years withinvarious Inspection General specialized on capital markets and asset management. Marie-Odile

holds a Master in Banking and Finance of Paris I (Pantheon-Sorbonne).

Management fees

Management fees will be paid by the Company to the General Partner as specified in the relevant Appendix.

Key Persons

Some persons may be identified as responsible key persons (the “Key Persons”), who shallrespectively devote such amount of time as shall be sufficient to ensure the success of the

investment activities of the relevant Sub-Fund of the Company.

The names of the Key Persons, as well as their appointment procedure, are specified for eachSub-Fund in the relevant Appendix.

Key Persons Event and/or Change of Control Event

At any time during the life of the relevant Sub-Fund, in the event that

1) the Key Persons identified for the activities of one or several Sub-Fund(s) or certaindetermined Key Persons (as further specified in the relevant Appendix) cease to devotesuch amount of time as shall be sufficient to ensure the success of the investment activities

of the relevant Sub-Fund of the Company (a “Key Persons Event”) or,

2) the General Partner ceases to be directly or indirectly owned and controlled by CadoganC1 and/or Agona SARL and/or YCAP and/or one of their respective affiliates (a “Change

of Control Event”),

then the relevant Sub-Fund(s), as the case may be, automatically enters into a SuspensionPeriod (as specified in the Appendix of the relevant Sub-Fund).



29

B. The Limited Shareholders

The Company may have an unlimited number of limited Shareholders. The minimum investmentticket is ten million Euros (EUR 10,000,000.-), although the Company may accept lower tickets in

its sole discretion.

C. Investment Committee

In order to obtain an independent view on possible investments, the General Partner may, at itsfull discretion, establish one or several Investment Committee(s) concerning one or several Sub-Funds (the “Investment Committee(s)”), for the purpose and without limitation, of (i) evaluatingand recommending to the Board the investment proposals, (ii) reviewing commitments related tothe relevant Sub-Fund’s assets and (iii) advising on the selection and eventual sale of therelevant Sub-Fund’s investments.

Investment Committee(s), when established, shall receive information on all investment anddivestment perspectives and decisions, it being understood that investment and divestmentdecisions shall always lie with the management of the General Partner.

The members of the Investment Committee shall be appointed by the management of theGeneral Partner and will be composed of the following representatives:

the CIO of the Investment Advisor Team; two representatives from YCAP; one representative from EDC; two independent members invited by the General Partner.

Once established, an Investment Committee shall meet as required to review proposals to

invest/disinvest and then forward such proposals with their own recommendations or opinions tothe management of the General Partner for decision.

The Investment Committee is an advisory body of the General Partner and shall not, in any case,make investment decisions on behalf of the General Partner. Investment Committee(s) shall, inthe exercise of good faith and reasonable commercial judgment, consider the proposals of therelevant management body(ies) of the General Partner in respect of all of the above matters andany other decision or determination it is required to make in the best interests of the Company, ithowever being understood and accepted that the members of the Investment Committee shall beauthorised to act individually as representative of the interests of the Investor(s) they represent, ifrelevant.

Written notice of any meeting of an Investment Committee shall be given to all members no less

than seven (7) Business Days prior to the date on which such meeting is to be held, except incircumstances of emergency, in which case the nature of and reasons for this emergency shall bestated in the convening notice of the meeting. This notice may be waived by the unanimousconsent in writing. Any member may arrange to be represented at meetings by appointing inwriting another member to act as a proxy.

An Investment Committee may as a rule only validly deliberate provided that at least the majorityof its members is represented at the meeting. If this fifty percent (50%) quorum is not satisfied,another meeting shall be convened.

Notwithstanding the foregoing, a resolution of the members of an Investment Committee mayalso be passed in writing, which may consist of one or several documents containing theresolutions and signed by each and every member.



30

Each Sub-Fund will bear the actual expenses of the meetings of the relevant InvestmentCommittee. With the exception of the two (2) independent members invited by the GeneralPartner who shall receive remuneration for their services, the members of the Investment

Committee shall not receive any remuneration but shall be reimbursed by the Company for theirreasonable expenses incurred in connection with attending meetings.

Investors of the relevant Sub-Fund shall be informed by all appropriate means as to the creationof any Investment Committee and its initial composition.

D. Investment Advisor

The General Partner will appoint the Investment Advisor to provide investment advisory andmanagement support services in relation to the management of the investments of the Company.

The Investment Advisor shall assist the General Partner for the preparation and optimization of allinvestment decisions to be made by the General Partner on behalf of the Company and as wellmonitor the investments made by the Company.

The Investment Advisor shall present investment opportunities to the General Partner consistentwith the implementation of the investment policy of the Company.

The Investment Advisor is in charge of the Middle Office and Back Office.

The Investment Advisor shall also determine, under the supervision of the General Partner, fromtime to time what investments/divestments should/could be made by the General Partner. Suchrecommendations are of a purely advisory and non-binding nature.

In consideration of the services rendered by the Investment Advisor for the benefit of theCompany, the Investment Advisor is entitled to receive a remuneration of such amount as agreedin the investment advisory and management support services agreement. If any such fees arepaid to the Investment Advisor directly by the Sub-fund, such fees shall be deducted from theGeneral Partner’s Management Fee. The Investment Advisor’s fees together with the GeneralPartner’s Management Fee, will not in aggregate exceed the maximum Management Fee set outin the relevant Appendix.

The Investment Advisor Team is composed by expert managers with strong experience in severalsectors linked to agricultural, with management and finances background as well as having adeep local knowledge of the African market.

E. Advisory Committee

In order to assist the management of the General Partner with the general corporate governanceissues that may arise in the context of the management of the affairs of the Company, and,without limitation regarding any potential or actual conflict of interest that could affect any Sub-Fund, the General Partner may, at its full discretion, establish one or several AdvisoryCommittee(s) concerning one or several Sub-Funds (the “Advisory Committee(s)”), for thepurposes, without limitation, of (i) obtaining guidance or comfort as to the organization of thegovernance of the relevant Sub-Fund, (ii) obtaining a recommendation as to manner to resolveany conflict fairly within reasonable time frames and in the interest of the Company and therelevant Sub-Fund, and (iii) reviewing and modifying the investment strategy if needed.



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As further described in the relevant Appendix, the members of the relevant Advisory Committeefor each Sub-Fund shall be appointed by the management of the General Partner and will becomposed of representative(s) of the Investors who have committed to subscribe to or havesubscribed to substantial portions of the capital of the relevant Sub-Fund, who wish to be

represented on the relevant Advisory Committee, and others independent experts whom theGeneral Partner may invite. The relevant Advisory Committee is not involved in the investmentdecision-making process otherwise than as described in this Placement Memorandum and shallin any case not participate in the management of the affairs of any Sub-Fund vis-à-vis thirdparties. For the avoidance of doubt, each member of the Advisory Committee may act in theinterest of the Shareholder(s) that it represents.

Written notice of any meeting of an Advisory Committee shall be given to all members no lessthan ten (10) Business Days prior to the date on which such meeting is to be held, except incircumstances of emergency, in which case the nature of and reasons for this emergency shall bestated in the convening notice of the meeting. This notice may be waived by the unanimousconsent in writing. Any member may arrange to be represented at meetings by appointing inwriting another member to act as a proxy.

An Advisory Committee may as a rule only validly deliberate provided that at least the majority ofthe total value of the Shares issued to the Investors represented by members of such AdvisoryCommittee is represented at the meeting. If this fifty percent (50%) quorum is not satisfied,another meeting shall be convened.

Notwithstanding the foregoing, a resolution of the members of an Advisory Committee may alsobe passed in writing, which may consist of one or several documents containing the resolutionsand signed by each and every member.

Each Sub-Fund will bear the actual expenses of the meetings of the relevant AdvisoryCommittee. The members of an Advisory Committee shall be entitled to be reimbursed for all

reasonable travel, hotel and other out of pocket expenses incurred in relation to or in connectionwith attending meetings of the relevant Advisory Committee, subject to the limitations andrestrictions agreed with the General Partner.

Investors of the relevant Sub-Fund shall be informed by all appropriate means as to the creationof any Advisory Committee and its initial composition.

IV. General Description of the Shares of the Company

A. General Considerations

Shares may only be issued to and held by Eligible Investors as defined by the 2007 Law.

However, the General Partner, its directors or other persons who are involved in the managementof the Company do not need to qualify as Institutional Investors, Professional Investors or Well-informed Investors.

The General Partner Share was issued to the General Partner upon incorporation of theCompany. No further General Partner Shares will be issued.

Shares may be issued in one or more Classes in each Sub-Fund by the General Partner; eachClass having different features, currencies or rights or being offered to different types ofInvestors, as more fully disclosed in the relevant Appendix to the Placement Memorandum foreach Sub-Fund individually.



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The General Partner shall maintain for each Sub-Fund a separate portfolio of assets for eachSub-Fund. As between Shareholders, each portfolio of assets shall be invested for the exclusivebenefit of the relevant Sub-Fund. With regard to third parties, in particular towards theCompany's creditors, each Sub-Fund shall be exclusively responsible for all liabilities

attributable to it.

Shares of any Class in any Sub-Fund will be issued in registered form only.

The inscription of the Shareholder's name in the register of Shares evidences his or her right ofownership of such registered Shares. A holder of registered Shares shall receive upon request awritten confirmation of his or her shareholding.

Each Share will have one vote at the general meeting of Shareholders of the Company or at aClass meeting. Any resolution of a general meeting of Shareholders creating rights or obligationsof the Company vis-à-vis third parties must be approved by the General Partner.

Any resolution of a general meeting of Shareholders to the effect of amending the Articles must

be passed with (i) a presence quorum of fifty (50) percent of the Shares issued by the Companyat the first call and, if not achieved, with no quorum requirement for the second call; (ii) theapproval of a majority of at least two-thirds (2/3) of the votes validly cast by the Shareholderspresent or represented at the meeting and (iii) the consent of the General Partner.

Fractional Shares may be issued up to three decimals of a Share. Such fractional Shares of eachClass have no nominal value and, within each Class, shall be entitled to an equal participation inthe net results and in the proceeds of liquidation of the relevant Sub-Fund on a pro rata basis.

B. Subscription for and Issue of Shares of the Company, Minimum Investment and Holding

The General Partner is authorized, without limitation, to issue an unlimited number of Investors

Shares within each Sub-Fund at any time without reserving to the existing Shareholders apreferential right to subscribe for the Investors Shares to be issued, except for the limitationsapplicable with respect to the Participating Shares.

The General Partner may impose restrictions on the frequency at which Shares shall be issued inany Class and/or in any Sub-Fund; the General Partner may, in particular, decide that Shares ofany Class and/or of any Sub-Fund shall only be offered for subscription (i) in the context of one orseveral Closings or (ii) continuously at a specified periodicity, as indicated in the relevant

Appendix.

The minimum investment and holding requirement per Investor is described for each Sub-Fund inthe relevant Appendix.

C. Contributions in Kind

Unless otherwise stipulated in the relevant Appendix for a given Sub-Fund, the General Partnermay agree to issue Shares as consideration for a contribution in kind of assets, provided thatsuch assets comply with the investment objectives, policies and restrictions of the relevant Sub-Fund and in accordance with the conditions set forth by Luxembourg law, in particular theobligation to deliver a report from the auditor of the Company (“réviseur d’entreprises agréé”)which shall be available for inspection. Unless otherwise stipulated in the relevant Appendix for agiven Sub-Fund, any costs incurred in connection with a contribution in kind of assets shall beborne by the relevant Investor.



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D. Commitments and Defaulting Investors

Unless otherwise stipulated in any Appendix, if any Investor that has made a Commitment to theCompany fails at any time to pay the subscription amounts due for value on the relevant payment

date, the Company may decide to apply an interest charge on such amounts (the “ DefaultInterest”), without further notice, at a rate equal to that specified for each Sub-Fund in therelevant Appendix, until the date of full payment. The Default Interest shall be calculated on thebasis of the actual number of days elapsed between the relevant payment date (inclusive) andthe actual date the relevant payment is received by the Company (exclusive).

If within forty (40) Business Days following a formal notice served by the Company by registeredmail, the relevant Investor has not paid the full amounts due (including the Default Interest due),this Investor shall become a defaulting Investor (the “Defaulting Investor ”) and the GeneralPartner may bring legal action in order to compel the Defaulting Investor to pay the full amountdue (including any Default Interest).

D.1 Defaulted Shares

In the meantime, and notwithstanding the preceding sentence, all the Shares registered in itsname that are still partly paid shall become defaulted Shares (the “Defaulted Shares”) in therelevant Sub-Fund. Defaulted Shares have their voting rights suspended and do not carry anyright to distributions, as long as the payment has not been effected.

D.2 Defaulted Redeemable Shares

In the event that all Shares registered in the name of such Defaulting Investor are fully paid (the“Defaulted Redeemable Shares”), the default mechanisms foreseen under (1), (2) and (3) belowshall apply.

(1) Transfer of Shares of Defaulting Investors

In order to provide for the possibility to preserve the level of capital funding of the relevant Sub-Fund(s) to the Aggregate Commitments remaining available for drawdown, each Investor agreed,for the benefit of the other Investors of the relevant Sub-Fund, an irrevocable promise to sell(promesse de vente) all or part of its fully paid Shares (as registered in the register ofShareholders of the relevant Sub-Fund(s)) to any of the Investors of the relevant Sub-Fund, eachwith the full power of substitution, if it has become a Defaulting Investor, at a price per Shareequal to the lower of (i) seventy percent (70%) of the subscription price paid at the time by theredeeming Defaulting Investor increased by the equalization payment (if any) and (ii) seventypercent (70%) of the current Net Asset Value of such Shares. The sale process shall be broughtto completion in accordance with the following rules and procedure:

(i) after expiry of the forty (40) Business Days notice period referred to above, the General

Partner shall deliver notice, sent by internationally recognized courier and by telefax,or as a scanned document attached to an e-mail with in each case confirmation oftransmission to the addressee, of such default to the Investors of the relevant Sub-Fund(s) who are not in default under their Commitment Agreement (each a “Non-

Defaulting Shareholder ”), and each Non-Defaulting Shareholder shall then confirm inwriting, by courier and facsimile, to the Defaulting Investor and to the General Partner,within fourteen (14) Business Days following the date of the notification from the GeneralPartner, their acceptance, or that they decline, to purchase such number of Shares asindicated in its acceptance confirmation;

(ii) the sale shall be completed, and reflected as such by the General Partner in the registerof Shareholders of the relevant Sub-Fund(s), in proportion to the number of InvestorsShares held by each of the Non-Defaulting Shareholders confirming their acceptance to



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purchase the Shares from the Defaulting Investor, it being agreed and understood thatby not confirming its acceptance of the purchase, a Non-Defaulting Shareholderincreases the other Non Defaulting Shareholders’ rights for the amount of InvestorsShares which will not be acquired by such Non-Defaulting Shareholder;

(iii) the Investors agreed that their acceptance to purchase such number of Shares asindicated in the acceptance confirmation shall necessarily imply that the relevant partiesor assignee thereof automatically and irrevocably fully and completely assume theproportion of the Commitments of the Defaulting Investor that remains outstandingtowards the relevant Sub-Fund(s) on the Shares transfer date.

(2) Compulsory redemption of the Shares of Defaulting Investors

Subject to item (3) below, as an alternative, or in addition, to the purchase mechanism foreseenabove, all Shares registered in the name of such Defaulting Investor that are fully paid may, incase of such default, be subject to a compulsory redemption by the Company in accordance withthe following rules and procedure:

(i) the General Partner shall send a notice (hereinafter called the “Redemption Notice”) tothe Defaulting Investor possessing the Defaulted Redeemable Shares; the RedemptionNotice shall specify the Defaulted Redeemable Shares to be redeemed, the price to bepaid, and the place where this price shall be payable. The Redemption Notice may besent to the Defaulting Investor by recorded delivery letter to his last known address. TheDefaulting Investor in question shall be obliged without delay to deliver to the Companythe certificate or certificates, if there are any, representing the Defaulted RedeemableShares specified in the Redemption Notice. From the close of business of that dayspecified in the redemption notice, the Defaulting Investor shall cease to be the owner ofthe Defaulted Redeemable Shares specified in the Redemption Notice and thecertificates representing these Shares shall be rendered null and void in the financialand legal records of the Company;

(ii) in such compulsory redemption, the redemption price per Share will be equal to thelesser of (i) seventy percent (70%) of the subscription price paid at the time by theredeeming Defaulting Investor increased by the equalization payment/interest paid (ifany) per Share upon subscription by the redeeming Defaulting Investor, less DefaultInterest due on the unpaid part of the subscription amounts due, as well asadministration and miscellaneous costs and expenses borne by the Company in respectof such default, and (ii) seventy percent (70%) of the Net Asset Value of such DefaultedRedeemable Shares on the relevant redemption date, less Default Interest on theunpaid part of the subscription amounts due, as well as administration andmiscellaneous costs and expenses borne by the Company in respect of such default].The above-mentioned redemption price will be payable only at the close of the

liquidation of the relevant Sub-Fund(s).

(3) Duties of the General Partner

Whilst the General Partner shall retain a general discretion as to which Defaulting Investorremedy to apply, it shall - in the best interests of the relevant Sub-Fund(s) and in order topreserve the capital in the relevant Sub-Fund(s) - first resort to the promesse de vente optionreferred to in item (1) and only to the extent that this option does not result in a transfer of anyDefaulting Investor Shares shall the redemption option in item (2) be utilized.

The General Partner may bring any legal actions it may deem relevant against the DefaultingInvestor based on breach of his subscription agreement with the Company.



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V. Depositary

Under a depositary, domiciliary and paying agency agreement effective as of 30 March 2012,

Caceis Bank Luxembourg (in such capacity, the “Depositary ”) has undertaken to providedepositary bank and custody services for the Company’s assets.

Caceis Bank Luxembourg, with registered office at 5, Allée Scheffer L-2520 Luxembourg, createdunder Luxembourg law is licensed to carry out banking activities under the terms of theLuxembourg act of 5 April 1993 on the financial sector, as amended and specialises in custody,fund administration and related services.

The Depositary’s general duty of supervision is a two-fold duty:

- the Depositary must know at all times how the assets of the Company have been investedand where they are maintained;

- the Depositary must supervise any third parties with which the assets of the Company have

been deposited.

The Depositary's liability in relation to its supervisory functions shall not be affected by the factthat it has entrusted all or some of the assets in its custody to a third party.The Bank shall, in compliance with SIF Law and pursuant to the Depositary Agreement, be liableto the Company and the Shareholders for any loss suffered by them as a result of its failure toperform its obligations or its wrongful or improper performance thereof.

In performing its obligations under the depositary bank agreement, the Depositary shall observeand comply with (i) Luxembourg law and any other applicable laws and regulations for the timebeing in force, (ii) the depositary bank agreement (including any operating procedures agreed tofrom time to time between the Depositary and the Company), and (iii) the terms of this IssuingDocument. Furthermore, in carrying out its role as depositary, the Depositary must act solely in

the interest of the Shareholders.

The Company may entrust, under the supervision and with the prior approval of the Depositary,the administration, asset servicing or custody of certain assets of the Company directly to one ormore third party custodian(s) or prime broker(s) appointed in relation to the relevant Sub-Fund(s).Each third party custodian or prime broker may itself use its network of correspondents and/orsecurities intermediaries. Any third party custodian or prime broker shall only be chosen by theCompany amongst highly rated financial institutions and shall be reputable and competent, withsufficient financial resources, and shall also be subject to the control of a recognized supervisoryauthority. The Depositary will carry out on a regular basis a due diligence process in order toensure that the above conditions are complied with by the third party custodian or prime broker.In relation to its supervisory duties regarding the assets of the Company held through the thirdparty custodian or prime broker, the Depositary shall exclusively rely upon the informationprovided by the latter. The Depositary shall exercise reasonable care in the approval andsupervision of the third party custodian or prime broker selected by the Company. Except fornegligence on its part, the Depositary shall not be liable for acts or omissions of the third partycustodian(s) or prime broker(s). The Depositary shall not be liable for losses resulting from thebankruptcy or insolvency of the third party custodian or prime broker if the Depositary has notbeen negligent in the approval of the selection and supervision of the latter.

The Depositary is not involved, directly or indirectly, with the business affairs, organisation,sponsorship or management of the Company and is not responsible for the preparation of thisdocument and accepts no responsibility for any information contained in this document other thanthe above description. The Depositary shall not have any investment decision-making role inrelation to the Company. Decisions in respect of the purchase and sale of assets for theCompany, the selection of underlying managers and the negotiation of commission rates aremade by the General Partner. Shareholders should ask for the possibility to consult the



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depositary agreement at the registered office of the Company should they wish to obtainadditional information as regards the precise contractual obligations and limitations of liability ofthe Depositary.

The depositary bank agreement may be terminated by either the Company or the Depositaryupon thirty (30) calendar days prior written notice.

In any case the Depositary will have to be replaced within two (2) months from its voluntarywithdrawal or from its removal by the Company. The Depositary shall continue its activities in themeantime until the Company's assets have been transferred to the new depositary bank.

The fees and charges of the Depositary are borne by the Company in accordance with commonpractice in Luxembourg.

VI. Administ ration Agent – Registrar and Transfer Agent

Under an administrative agency, registrar and transfer agency agreements effective as of30 March 2012, Caceis Bank Luxembourg has been appointed as administration agent of theCompany (the “ Administrat ion Agent”), registrar and transfer agent (the “Registrar andTransfer Agent”) of the Company. This agreement is also available for inspection by theShareholders at the registered office of the Company.

A. Administration Agent

The Administration Agent is responsible for the administration of the Company, the maintenanceof records and other general administrative functions. The Administration Agent shall assist theGeneral Partner to determine the Net Asset Value, the attention of Investors being drawn to thefact that, for the avoidance of doubt, the General Partner and the Company shall provide, with theassistance of specialised and reputable service providers, or cause third party specialised andreputable service providers to provide, the Administration Agent with the pricing/valuation of thePortfolio Investments with respect to which no market price or fair value is made available to thegeneral public or to the whole community of professionals of the financial sector, together withappropriate supporting data or evidence regarding the accuracy of such pricing/valuation, inaccordance with the rules laid down in the Articles and this Placement Memorandum. TheGeneral partner and the Company shall remain ultimately responsible for the pricing/valuation ofsuch Portfolio Investments.

The Administration Agent will also assist the Company in the preparation of the financial reportsof the Company.

The Administrative Agent will not be liable for the Company's investment decisions nor the

consequences of the Company's investment decisions on its performances and the Administrative Agent is not responsible for the monitoring of the compliance of the Company’sinvestments with the rules contained in its and/or this Placement Memorandum and/or in anyinvestment mandates(s) or instructions given to authorised officers or agents of the Company.

The fees and charges of the Administration Agent are borne by the Company in accordance withcommon practice in Luxembourg.

This service agreement may be terminated by either the Company or the Administration Agentupon thirty (30) days’ prior written notice.



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B. Registrar and Transfer Agent

The Registrar and Transfer Agent is responsible for the processing of the issue (registration) andredemption of the Shares and settlement arrangements thereof. The Registrar and Transfer

Agent shall furthermore assist the General Partner and/or Company to determine whetherprospective Investors willing to subscribe for Shares meet the eligibility requirements foreseen inarticle 2 of the 2007 Law, i.e. that they qualify either as Institutional Investors, ProfessionalInvestors or Well Informed Investors.

The fees and charges of the Registrar and Transfer Agent are borne by the Company inaccordance with common practice in Luxembourg.

The registrar and transfer agency services agreement may be terminated by either the Companyor the Registrar and Transfer Agent upon thirty (30) days’ prior written notice.

VII. General Risk Considerations

An investment in a Sub-Fund involves certain risks relating to the particular Sub-Fund’s structureand investment objectives which Investors should evaluate before making a decision to invest insuch Sub-Fund.

The investments within each Sub-Fund are subject to market fluctuations and to the risks inherentin all investments; accordingly, no assurance can be given that the investment objectives of therelevant Sub-Fund will be achieved.

Investors should make their own independent evaluation of the financial, market, legal,regulatory, credit, tax and accounting risks and consequences involved in investment in a Sub-Fund and its suitability for their own purposes. In evaluating the merits and suitability of an

investment in a Sub-Fund, careful consideration should be given to all of the risks attached toinvesting in a Sub-Fund.

The following is a brief description of certain factors which should be considered along with othermatters discussed elsewhere in this Placement Memorandum. The following however, does notpurport to be a comprehensive summary of all the risks associated with investments in any Sub-Fund.

An investment in Shares of any Sub-Fund carries substantial risk and is su itable only forInvestors who accept the risks, can assume the risk of losing their entire investment andwho understand that there is no recourse other than to the assets of the relevant Sub-Fund.

A. Macroeconomic risks

Changes in applicable law: The General Partner must comply with various regulatory and legalrequirements, including securities laws and tax laws as imposed by the jurisdictions under whichit operates. Should any of those laws change over the life of the Company, the regulatory andlegal requirements to which the Company and its Shareholders may be subject could differmaterially from current requirements.

Emerging Market risks: The Company may invest in countries that are considered emergingmarket countries at the time of purchase, especially in Africa. The Company's investments inemerging markets are subject to the following risks:



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there may be less publicly available information about Infrastructure and Agriculture Issuers ormarkets due to less rigorous disclosure or accounting standards or regulatory practices;

securities markets are smaller, may be less liquid and more volatile than the E.U. majorsecurities markets;

fluctuations in currency exchange rates and the existence or possible imposition of exchangecontrols may adversely affect the value of the Company's investments;

the economies of such countries may grow at slower rates than expected or may experience adownturn or recession even during periods in which other E.U. economies perform well;

economic, political, regulatory, social or diplomatic events may negatively affect theCompany's investments;

certain investment controls imposed by the governments of such countries may limitinvestments; these investment controls may include (a) requiring governmental approval priorto investment by foreign persons; (b) limiting the amount of investment by foreign persons in aparticular country; (c) limiting investments by foreign persons to only a specific class ofsecurities of an Infrastructure Issuer that may have less advantageous terras than the classesavailable for purchase by residents of the countries; or (d) imposing additional taxes on foreigninvestors;

Such investments have additional heightened risks due to a lack of established legal, political,business and social frameworks to support securities markets; the securities markets ofemerging markets countries are substantially smaller, less developed, less liquid and morevolatile than the securities markets of the more developed countries; extreme short-term pricevolatility in these markets is not unusual; markets that are generally considered to be liquidmay become illiquid for short or extended periods; disclosure and regulatory standards inmany respects are less stringent than in other major markets; there also may be a lower levelof monitoring and regulation of emerging markets and the activities of investors in suchmarkets and enforcement of what limited regulations there are may be extremely limited; manyemerging market countries have experienced high rates of inflation for many years, which hashad and may continue to have very negative effects on the economies and securities marketsof those countries;

Some additional significant risks include:

o Political and social uncertainty (for example, riots, regional conflicts and war);o Currency exchange rate volatility;o Pervasiveness of corruption and crime;o Delays in settling purchases and sales of securities;o Risk of loss arising out of failure in systems of share registration and custody;o Less government supervision and regulation of business and industry practices,

stock exchanges, broker and listed companies than in major developed countries;o Currency and capital controls;o Greater sensitivity to interest rate changes.

Any of these factors make the value of assets in emerging markets generally more volatile than assets’value in developed markets, and increase the risk of loss to the Company.

Foreign exchange/Currency risk: The General Partner may invest in assets denominated in awide range of currencies. The Net Asset Value expressed in its respective unit currency willfluctuate in accordance with the changes in foreign exchange rate between the ReferenceCurrency of the relevant Sub-Fund or Classes of Shares and the currencies in which the relevantSub-Fund's investments are denominated. In the event that any Sub-Fund utilises derivatives tohedge against currency fluctuations, there can be no assurance that such hedging transactionswill be effective or beneficial.

Foreign investments: The returns achieved on an investment in the Company are likely to beaffected by the economic climate in the countries in which the Company invests (particularly theinflation risk). The value of the Company’s assets may be directly affected by changes ingovernment policies, taxation, restrictions on investments and on foreign currency convertibilityand repatriation, and other developments in the legal, regulatory and political climate that mayoccur without advance notice. If expropriation, confiscatory taxation, nationalisation, political,



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economical or social instability or other developments occur, this could adversely affect theassets held by the Company.

Government/political risks: A government or a governmental agency in a country in which the

Company invests in a PPP project may amend, repeal, enact or promulgate a new law orregulation, or a court or a government authority may issue a new interpretation of existing law orregulation, which in each case may substantially affect the implementation of such project orcould cause its nationalism. Depending on where the Company invests, there may exist the riskof political or social instability and adverse political developments, including nationalization,confiscation without fair compensation or war, illiquidity, price volatility, market manipulation anddifferent bankruptcy laws and practices.

Inflation: Inflation and rapid fluctuations in inflation rates may have in the future a negative effecton the economy of the countries in which the Company has invested.

Interest rate: Investors must be aware that an investment in the Shares may be exposed tointerest rate risks. These risks occur when there are fluctuations in the interest rates of the main

currencies to which the investments of the Company are exposed.

Tax considerations: Tax charges and withholding taxes in various jurisdictions in which theCompany will invest will affect the level of distributions made to it and accordingly toShareholders. No assurance can be given as to the level of taxation suffered by the Company orits investments.

B. Agriculture and Infrastructure sectors and assets risks

Commodities risk: Investments in commodities may subject the Company to greater volatility.The value of commodities may be affected by changes in overall market movements, supply anddemand, commodity index volatility, forward selling by the various commodities producers,purchases made by the commodities’ producers to unwind their hedge positions, changes ininterest rates, or factors affecting a particular industry or commodity, such as drought, floods,weather, livestock disease, embargoes, tariffs and international economic, political and regulatorydevelopments.

Customer risk: Some agriculture assets/products could have a narrow customer base. Shouldthese customers or counterparties cease to need the services delivered by an Agriculture Assetor fail to pay their contractual obligations, significant revenues could cease and not bereplaceable. This would affect the profitability of the Assets and the value of any securities orother instruments it has issued.

Deal flow of projects: There may be a lack of investment opportunities offering financial returns inline with the Company's objectives such that the Company fails to invest the OutstandingCommitments. It is however unlikely in view of the number of agriculture projects and needs in Africa.

Environment: environmental regulations are becoming more constraining in most of thecountries targeted by the Company for its investments in agriculture assets, there is therefore arisk that additional costs will be incurred for the operation of the agriculture assets and theincome earned by the Company may be adversely affected.

Force majeure risk: Force majeure is the term generally used to refer to an event beyond thecontrol of a party claiming that the event has occurred, including acts of God, fire, flood,earthquakes, war and strikes. Some force majeure risks are uninsurable and to the extent thatsuch events occur there may be adverse effects on the Company’s investments.

Geographical location: some agriculture assets (lands, processing plants and infrastructures…)are not moveable; should an event that somehow impairs the performance of the agriculture



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assets occur in the geographic location where the assets are operated, the performance of theagriculture assets may be adversely affected.

Infrastructure Sector specific risks: Infrastructure Issuers, including utilities and companies

involved in infrastructure projects, may be subject to a variety of factors that may adversely affecttheir business or operations, including high interest costs in connection with capital constructionprograms, high leverage, costs associated with environmental and other regulations, the effectsof economic slowdown, surplus capacity, increased competition from other providers of services,uncertainties concerning energy costs (among other things), the effects of energy conservationpolicies and other factors. Infrastructure Issuers may also be affected by or subject to:

regulation by various government authorities; government regulation of rates charged to customers; service interruption due to environmental, operational or other mishaps; the imposition of special tariffs and changes in tax laws, regulatory policies and

accounting standards; and general changes in market sentiment towards Infrastructure Assets.

Infrastructure Assets specific risks:

Through-put Risk: The revenue of many Infrastructure Issuers may be impacted by thenumber of users who purchase the products or services produced by the Infrastructure Issuers.

Any change in the number of users may negatively impact the profitability of the InfrastructureIssuer.

Income of the Infrastructure Issuer Risk: The income earned by the Company from anInfrastructure Issuer is made primarily of dividends, interest and capital gains which can varywidely over the short and long term. Notably, the Infrastructure Issuer's income may be affectedadversely when prevailing short-terni interest rates increase and the Infrastructure Issuer isutilizing floating rate leverage.

Operating Risk: The long-term profitability of an Infrastructure Issuer is partly dependent on theefficient operation and maintenance of its Infrastructure Assets. Should an Infrastructure Issuerfail to efficiently maintain and operate its assets, the Infrastructure Issuer's ability to maintainpayments of dividends or interest to investors may be impaired. The destruction or loss of anInfrastructure Asset may have a major impact on the Infrastructure Issuer. Failure by theInfrastructure Issuer to carry adequate insurance or to operate the asset appropriately couldlead to significant losses.

Change in Law Risk: Infrastructure Issuers and Infrastructure Assets are generally subject to ahighly regulated environment, particularly when they are of a strategic nature, have an impacton the environment, are accessible by the general public, have access to public subsidies oradvantageous tax regimes, or are in a situation of monopoly. Although, Infrastructure Issuersgenerally protect their assets against changes in applicable laws and regulations, particularly

where such changes would be discriminatory, cash flows and investor returns may be materiallyaffected in such case.

Leverage Risk at the Infrastructure Issuer Level: Infrastructure Issuers are likely to utilizeleverage through the issuance of Leverage Instruments for the financing of Infrastructure

Assets. Leverage involves risks and special considerations for the Company, including:

o the likelihood of greater volatility of the NAV of the Infrastructure Issuerso the risk that fluctuations in interest rates will result in fluctuations in the dividends paid to the

Company or will reduce the return to the Company;o the effect of leverage in a declining market, which is likely to cause a greater decline in the NAV

of the Infrastructure Issuers (and therefore in the NAV of the Company) than if suchInfrastructure Issuers were not leveraged.



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Strategic Assets: Strategic assets are assets that have a national or regional profile, and mayhave monopolistic characteristics, especially in the agriculture sector; the very nature of theseassets could generate additional risk not common in other industry sectors. Given the nationalor regional profile and/or their irreplaceable nature, strategic assets may constitute a higher risk

target for political actions.

Distribution Risk for Equity Income Securities: In selecting equity securities in which theCompany will invest, the Manager may consider the Infrastructure Issuer's history of makingregular periodic distributions (e.g., dividends) to its equity holders. An issuer's history ofpaying distributions, however, does not guarantee that the issuer will continue to paydividends in the future. The income distribution associated with equity income securitiesgenerally is not guaranteed and will be subordinated to payment obligations of the issueron its debt and other liabilities. Accordingly, in the event the issuer does not realizesufficient income in a particular period both to service its liabilities and to pay dividendson its equity securities, it may forgo paying dividends on its equity securities. In addition,because in most instances issuers are not obligated to make periodic distributions to theholders of their equity securities, such distributions or dividends generally may be

discontinued at the issuer's discretion. In addition, a component of distributions willrepresent capital gains. These may be subject not only to the issuer's underlyingfundamentals but also to general market conditions.

Construction Risk: Where the Company invests in Infrastructure Assets which involve asignificant, though not predominant, part of new construction, it is likely to retain someresidual risk that part of the project will not be completed within budget, within the agreedtime frame or to the agreed specifications. Such realization of a construction risk is likelyto have an adverse impact on the income of the Infrastructure Issuer, and therefore onthe income of the Company.During the construction phase the major risks include:

o a delay in the projected completion of the project and a resultant delay in thecommencement of cash flow and, potentially, sanctions payable by the InfrastructureIssuer;

o

an increase in the capital needed to complete construction; ando the insolvency of the head contractor, a major subcontractor and/or a key equipmentsupplier

Construction costs may exceed estimates for various reasons, including inaccurateengineering and planning, labour and building material costs in excess of expectationsand unanticipated problems with project start-up. Such unexpected cost increases mayresult in increased debt services costs and insufficient funds to complete construction.Such increases may result in the inability of project owners to meet the higher interestand principal repayments arising from the additional debt requirement. Delays in projectcompletion can result in an increase in total project construction costs through highercapitalized interest charges and additional labour and material expenses andconsequently, an increase in debt service costs. It may also affect the scheduled flow ofproject revenues necessary to cover the scheduled operations phase debt service costs,operations and maintenance expenses and damage payments for late delivery. However,the Infrastructure Assets in which Company will invest and which will involve constructionare likely to present lower risks than stand alone construction projects due to the fact thatsuch Infrastructure Assets will already be partly in operation and generate cash flows. Inaddition, construction risks are usually substantially transferred through contracts tocontractors, or to public authorities and insurance companies.

Documentation & Litigation Risk: Infrastructure Assets are often governed by acomplex series of legal documents and contracts. As a result, the risk of a dispute overinterpretation or enforceability of the documentation may be higher than for other issuers,including the risk of a dispute with the public authority with which a long term contract hasbeen signed or acting as regulator of the Infrastructure Assets.



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Customer Risk: Infrastructure Issuers can have a narrow customer base. Should thesecustomers or counterparties cease to need the services delivered by an Infrastructure

Asset or fail to pay their contractual obligations to the Infrastructure Issuer, significantrevenues could cease and not be replaceable. This would affect the profitability of the

Infrastructure Issuer and the value of any securities or other instruments it has issued.

Land property/access: Agricultural investments are exposed to the issue of landproperty in Africa, with local, ancestral rights and customary law sometimes prevailing onnational law(s); in terms of agriculture investments in Africa, it is therefore especiallyimportant to ensure a long term right to run/manage agricultural lands.

Market risk: This risk is of a general nature, affecting all types of investment. The trendin the prices of securities is determined mainly by the trend in the financial markets andby the economic development of the issuers, who are themselves affected both by theoverall situation of the global economy and by the economic and political conditionsprevailing in each country.

Natural/Weather conditions: Agriculture production and transformation in Africa isexposed to natural/weather conditions and to specific sanitary / phytosanitary hazards.

PPP risks: A project developed under a PPP scheme is generally divided into twodifferent risk phases: the construction phase and the operation & maintenance phase.Payment by the public authority normally occur during the operation phase and only afterdue completion of the project. Complex contractual arrangements are put in placebetween the public entity and the special purpose vehicle (“SPV”) with major tasks andrisks passed down by the SPV to sub-contractors (on a back to back basis). But residualrisks may remain at the SPV level (financing, default of a sub-contractor). Constructionrisks (cost overrun, technology risk or delay) or non acceptance by the public entity of theequipment/infrastructure built shall be considered as well.

Technology: a change could occur in the way a service or product is delivered renderingthe existing technology obsolete. While the risk could be considered low in theinfrastructure sector given the massive fixed costs involved in constructing assets and thefact that many infrastructure technologies are well established, any technology changethat occurs over the medium term could threaten the profitability of an InfrastructureIssuer; if such a change were to occur, these assets would have very few alternativeuses should they become obsolete.

C. Portfolio Management risks

Abor ted transact ions: The General Partner together with the Investment Advisor will seek toparticipate to PPP tenders through the selection of a robust consortium for each project. Tenders

under PPP scheme may be lengthy and generally require substantial development costs to beborne by the bidder. The Company may not be successful in any tender which it participates. Insuch case, the costs spent will not be recoverable.

Competition: Given the attractiveness of the African market, competition is expected to increaseover time. This situation may lead to a reduced number of possible investments and to a reducedprofitability in the Portfolio companies.

Counterparty risk: When contracts on OTC derivative instruments are entered into, theCompany may find itself exposed to risks arising from the creditworthiness of its counterpartiesand from their capacity to respect the conditions of these contracts. The Company may thus enterinto futures, option and exchange rate contracts, or again use other derivative techniques, each



43

of which involves a risk for the Company of the counterparty failing to respect its obligationsunder the terms of each contract.

Credit risk: Shareholders must be fully aware that such an investment may involve credit risks.

Bonds or debt instruments involve an issuer-related credit risk, which can be calculated using theissuer solvency rating. Bonds or debt instruments issued by entities that have a low rating are, asa general rule, considered to be instruments that are at a higher credit risk, with a probability ofthe issuer defaulting, than those of issuers with a higher rating. When the issuer of bonds or debtinstruments finds itself in financial or economic difficulty, the value of the bonds or debtinstruments (which may fall to zero) and the payments made for these bonds or debt instruments(which may fall to zero) may be affected.

Indebtedness: When a Sub-Fund is subject to the risks associated with debt financing, it issubject to the risks that available funds will be insufficient to meet required payments and the riskthat existing indebtedness will not be refinanced or that the terms of such refinancing will not beas favourable as the terms of existing indebtedness.

Lack of diversity: The Company is not subject to specific legal or regulatory risk diversificationrequirements, other than those specified herein and the relevant Appendix. Therefore, theCompany is in principle authorised to make a limited number of investments and, as aconsequence, the aggregate returns realised by the Shareholders in any Sub-Fund may besubstantially adversely affected by the unfavourable performance of even one investment. Inaddition, the Company’s assets may be concentrated in certain industries and segments ofactivity. A lack of diversification in the Company’s portfolio may result in the Company’sperformance being vulnerable to business or economic conditions and other factors affectingparticular companies or particular industries, which may adversely affect the return toShareholders.

Lack of liquidity of underlying investments: The investments to be made by some Sub-Fundsof the Company may be highly illiquid. The eventual liquidity of all investments will depend on the

success of the realisation strategy proposed for each investment. Such strategy could beadversely affected by a variety of factors. There is a risk that the Company may be unable torealise its investment objectives by sale or other disposition at attractive prices or at theappropriate times or in response to changing market conditions, or will otherwise be unable tocomplete a favourable exit strategy. Losses may be realised before gains on dispositions. Thereturn of capital and the realisation of gains, if any, will generally occur only upon the partial orcomplete disposition of an investment. Prospective Investors should therefore be aware that theymay be required to bear the financial risk of their investment for an undetermined period of time.

Long-Term Investments: The Company is only expected to deliver capital and eventualrealization of gains, if the investments are successful, after a number of years. Given this timeframe and the typical non-liquidity of these investments, the exit strategy may take a considerableamount of time and occur under unfavourable conditions.

Minority stake: the Company may make investments in which it is a minority investor, and insuch circumstances may not be in a position to protect its interests.

Portfolio valuation risks: Prospective Investors should acknowledge that the portfolio of theSub-Funds will be composed of assets of different natures in terms of inter alia sectors,geographies, financial statements formats, reference currencies, accounting principles, types andliquidity of securities, coherence and comprehensiveness of data. As a result, the valuation of therelevant portfolio and the production of the NAV calculation will be a complex process whichmight in certain circumstances require the General Partner to make certain assumptions in orderto make the necessary calculations. The lack of an active public market for securities and debtinstruments will make it more difficult and subjective to value investments of the Sub-Funds forthe purposes of determining the NAV.



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Portfolio Turnover : the Company cannot accurately predict its annual portfolio turnover rate; thereare no limits on the rate of portfolio turnover, and investments may be sold without regard tolength of time held when a Sub-Fund's investment strategy so dictates; a higher portfolio turnoverrate results in correspondingly greater brokerage commissions and other transactional expenses

that are borne by the Company; high portfolio turnover may result in the realization of net short-term capital gains by the Company which, when distributed to Shareholders, will be taxable asordinary income, subject to and in accordance with the tax treatment applicable to eachShareholder.

Risk of investments: The investments contemplated by the Company are subject to severalrisks, including the completion of the exit strategy, the possibility of not realising gains for itsequity interests, the risk that the value of the Portfolio Companies may not appreciate in value,changes in the economic conditions, political conditions and fiscal policies, among others.

Additionally, investments in privately held companies entail a risk of lack of available informationand a greater vulnerability to economical downturns. Finally, by establishing joint ventures or byhaving minority stakes in certain companies, the Company will have a reduced control overoperational, financial and strategic decisions.

Risk of default: In parallel to the general trends prevailing on the financial markets, the particularchanges in the circumstances of each issuer may have an effect on the price of an investment.Even a careful selection of securities cannot exclude the risk of losses generated by thedepreciation of the issuers’ assets.

Risks linked to investments in o ther undertakings for collecti ve investment (“ UCI”): Theinvestment by a Sub-Fund in target UCI may result in a duplication of some costs and expenseswhich will be charged to the Sub-Fund, i.e. setting up, filing and domiciliation costs, subscription,redemption or conversion fees, management fees, depositary bank fees, auditing and otherrelated costs. For Shareholders of the said Sub-Fund, the accumulation of these costs may causehigher costs and expenses than the costs and expenses that would have been charged to thesaid Sub-Fund if the latter had invested directly.

Security over uncalled Commitments: When appropriate, the Company may incur, with respectto any Sub-Fund, indebtedness by borrowing against the uncalled commitments/unfundedsubscriptions of the Shareholders. Shareholders may, as a result, be required, as a condition oftheir subscription, to consent to the granting of a security interest up to the total amount of theunpaid portion of their respective Commitment.

Temporary Defensive Strategies Risk: When unusual market or other conditions areanticipated, the Company or any of the Sub-Funds may temporarily depart from its principalinvestment strategies as a defensive measure; to the extent that the Company or any of the Sub-Funds invests defensively, it likely will not achieve its investment objective.

D. Management risks

Removal of the General Partner: Investors should pay attention to the corporate governancefeatures of the Company. The rules governing the removal of the General Partner follow thoseapplicable to the amendments of the Articles. Any resolution of a meeting of shareholders to theeffect of amending the Articles or to replace the General Partner must be passed with (i) apresence quorum of fifty percent (50%) of the shares issued by the Company at the first call and,if not achieved, with no quorum requirement for the second call and, (ii) the approval of a majorityof at least two-thirds (2/3) of the votes validly cast by the shareholders present or represented atthe meeting and (iii) the consent of the General Partner. As a result, investors’ attention is drawnto the fact that the General Partner can only be removed / replaced with its own consent.



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Early termination: In the event of the early termination of a Sub-Fund, the General Partnerwould have to distribute to the Shareholders their pro-rata interest in the assets of such Sub-Fund. The Company's investments would have to be sold or distributed in specie to theShareholders. It is possible that at the time of such sale certain investments held by the relevant

Sub-Fund may be worth less than the initial cost of the investment, resulting in a loss to the Sub-Fund and to its Shareholders. Moreover, in the event a Sub-Fund terminates prior to the completeamortization of organisational expenses, any unamortised portion of such expenses will beaccelerated and will be debited from (and thereby reduce) amounts otherwise available fordistribution to Shareholders. The General Partner may also propose to the extraordinary generalmeeting of Shareholders to liquidate the Company thus triggering the early termination of theSub-Funds.

New company: The Company has no operating history and an indeterminate amount of timemay be required to achieve operating efficiency and profitable operations. No assurance can begiven that the Company will achieve its investment objectives and thus investment in theCompany entails a certain degree of risk.

No day-to-day management by shareholders: Shareholders will have no opportunity to controlthe day-to-day operations of the Company or decisions regarding the acquisition, development ordisposal of investments but will have access to reporting.

Performance remuneration: The variable component of the compensation linked to theperformance results could encourage the General Partner to select more risky and volatileplacements than if such fees were not applicable.

Reliance on management: The Company depends significantly on the efforts and abilities of theBoard of the General Partner, or relevant investment advisor(s) (or key persons). The loss ofthese persons’ services could have a materially adverse effect on the Company, and on theperformance of the Sub-Funds; the Company is a newly organized, non-diversified, closed-endmanagement investment company and has no previous operating or trading history upon which a

potential investor can evaluate the Company's performance.

Structure of the Fund: The Company and the Manager are set up in Luxembourg because ofthe commercial, legal, regulatory, accounting and tax advantages offered by this country that cannot be matched in any other country in the EU. The structuring and incorporation of the Company,of the Luxembourg Wholly Owned Subsidiaries and of the Manager is subject to risks if theseadvantages disappear.

Non-exhaustive risks description: The above list of risk factors ought not to be taken as anexhaustive list of the risks faced by the Company. The above factors, and other risks notspecifically referred to above, may in the future materially affect the financial performance of theCompany and the value of the interests offered under this Placement Memorandum.

At tention should be drawn to the fact that the Net Asset Value per Share can go down aswell as up. An Investor may not get back the amount he has invested. Changes in foreignexchange rates may also cause the Net Asset Value per Share in the Investor’s basecurrency to go up or down. No guarantee as to future performance or future return fromthe Company or any Sub-Fund can be given.

In addition to the above mentioned general risks which are inherent in all investments, theinvestment in the Company entails risks specific to the investment objectives and strategyof each Sub-Fund. The specific risks related to the particular investments are described inthe relevant Appendix.



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VIII. Prevention of Money Laundering

The Company and the General Partner shall at all times comply with the obligations imposed by

Luxembourg applicable laws, rules and regulations with respect to anti-money laundering and, inparticular, with:

1. the law dated 12 November 2004 as amended by:

a) the law of 17 July 2008 implementing (i) Directive 2005/60/EC on the prevention ofthe use of the financial system for the purpose of money laundering and terroristfinancing and (ii) Directive 2006/70/EC laying down implementing measures forDirective 2005/60/EC of the European Parliament and of the Council as regards thedefinition of politically exposed person and the technical criteria for simplifiedcustomer due diligence procedures and for exemption on grounds of a financialactivity conducted on an occasional or very limited basis;

b) the law dated 17 July 2008 concerning the combating of money laundering and

terrorist financing; as well asc) the law of 27 October 2010 enhancing the anti-money laundering and counter

terrorist financing legal framework;

2. CSSF Circular 08/387 concerning the combating of money laundering and terroristfinancing and the prevention of the use of the financial sector for the purpose of moneylaundering and terrorist financing, as they may be amended or revised from time to time,as amended by CSSF Circular 10/476 and CSSF Circular 10/495 concerning the fightagainst money laundering and terrorist financing.

IX. Restriction on the Ownership o f Shares

Subscription for Shares is restricted to Eligible Investors.

The General Partner may restrict or reject any applications for Shares in the Company by anyperson and may cause any Shares to be subject to compulsory redemption if the Companyconsiders that this ownership involves a violation of the law of the Grand Duchy or abroad, ormay involve the Company in being subject to taxation in a country other than the Grand Duchy ormay in some other manner be detrimental to the Company.

To that end, the General Partner may:

(i) decline to issue any Shares when it appears that such issue might or may have as aresult the allocation of ownership of the Shares to a person who is not authorized to

hold Shares in the Company; and/or

(ii) proceed with the compulsory redemption of all the relevant Shares if it appears that aperson who is not authorized to hold such Shares in the Company, either alone ortogether with other persons, is the owner of Shares in the Company, or proceed withthe compulsory redemption of any or a part of the Shares, if it appears to theCompany that one (1) or several persons is or are an owner or owners of aproportion of the Shares in the Company in such a manner that this may bedetrimental to the Company. The procedure applicable to the redemption ofDefaulted Redeemable Shares described under the section VIII “General Descriptionof the Shares of the Company, sub-section “Commitments and Defaulting Investors”shall be applied. The price at which the Shares specified in the redemption noticeshall be redeemed (the “redemption price”) shall in such instances be equal to the



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Net Asset Value per Share. Payment of the redemption price will be made to theowner of such Shares in the reference currency of the relevant Class, except duringperiods of exchange restrictions, and will be deposited by the Company, within aperiod of time customary to the industry with a bank in Luxembourg or elsewhere (as

specified in the purchase notice) for payment to such owner upon surrender of theShare certificate or certificates, if issued, representing the Shares specified in suchnotice. Upon deposit of such redemption price as aforesaid, no person interested inthe Shares specified in such purchase notice shall have any further interest in suchShares or any of them, or any claim against the Company or its assets in respectthereof, except the right of the Shareholders appearing as the owner thereof toreceive the price so deposited (without interest) from such bank upon effectivesurrender of the Share certificate or certificates, if issued, as aforesaid. The exerciseby the Company of this power shall not be questioned or invalidated in any case, onthe grounds that there was insufficient evidence of ownership of Shares by anyperson or that the true ownership of any Shares was otherwise than appeared to theCompany at the date of any purchase notice, provided that in such case the saidpowers were exercised by the Company in good faith.

X. Redemption of Shares

Prospective Investors should refer to the relevant Appendix as regards applicable restrictions orlimitations that may apply to the redemption of the relevant Shares.

The Company shall not redeem any Shares if the net assets of the Company would fall below theminimum capital required in the 2007 Law as a result of such redemption.

The Company shall have the right, if the General Partner so determines, to satisfy payment of theredemption price to any Shareholder who agrees, in specie by allocating to the Shareholder

investments from the portfolio of assets of the Company equal to the value of the Shares to beredeemed. The nature and type of assets to be transferred in such case shall be determined on afair and reasonable basis and without prejudicing the interests of the other Shareholders and thevaluation used shall be confirmed by a special report of the independent auditor of the Company(réviseur d’entreprises agréé). The costs of any such transfers shall be borne by the transferee.

XI. CONVERSION OF SHARES

Shareholders are authorized to convert Shares from one (1) Sub-Fund into another Sub-Fund orfrom one (1) Class into another within the same Sub-Fund only to the extent it is expresslycontemplated in the relevant Sub-Fund(s) Appendix.

XII. Determination of the Net Asset Value

The Net Asset Value of the Shares of each Sub-Fund is expressed in the Reference Currency.

The General Partner sets the Valuation Days, and the methods whereby the Net Asset Value ismade public, in compliance with the legislation in force.



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A. The assets of each Sub-Fund include:

all cash in hand or on deposit, including any outstanding accrued interest;

all bills and promissory notes and accounts receivable, including outstanding proceeds ofany sale of securities;

all securities, shares, bonds, time notes, debenture stocks, options or subscription rights,warrants, money market instruments, and all other investments and transferablesecurities belonging to the relevant Sub-Fund;

all dividends and distributions payable to the Sub-Fund either in cash or in the form ofstocks and shares (the Company may, however, make adjustments to account for anyfluctuations in the market value of transferable securities resulting from practices such asex-dividend or ex-claim negotiations);

all outstanding accrued interest on any interest-bearing securities belonging to the Sub-

Fund, unless this interest is included in the principal amount of such securities;

the Company's or relevant Sub-Fund’s preliminary expenses, to the extent that suchexpenses have not already been written-off;

the Company’s or relevant Sub-Fund’s other fixed assets, including office buildings,equipment and fixtures; and

all other assets whatever their nature, including the proceeds of swap transactions andadvance payments.

B. Each Sub-Fund's liabilities shall include:

all borrowings, bills, promissory notes and accounts payable;

all known liabilities, whether or not already due, including all contractual obligations thathave reached their term, involving payments made either in cash or in the form of assets,including the amount of any dividends declared by the Company regarding the Sub-Fundbut not yet paid;

a provision for capital tax and income tax accrued on the Valuation Day and any otherprovisions authorised or approved by the General Partner; and

all other liabilities of the Company of any kind with respect to the Sub-Fund, exceptliabilities represented by Shares. In determining the amount of such liabilities, the

Company shall take into account all expenses payable by the Company including, but notlimited to:

- start-up costs,- expenses in connection with and fees payable to, its investment manager(s),

advisors(s), accountants, custodian and correspondents, registrar, transferagents, paying agents, brokers, distributors, permanent representatives in placesof registration and auditors,

- administration, domiciliary, services, promotion, printing, reporting, publishing(including advertising or preparing and printing of issuing documents of theCompany, explanatory memoranda, registration statements, financial reports)and other operating expenses,

- the cost of buying and selling assets (transaction costs),



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- interest and bank charges, and- taxes and other governmental charges.

The Company may calculate administrative and other expenses of a regular or recurring

nature on an estimated basis annually or for other periods in advance and may accrue thesame in equal proportions over any such period.

C. The value of the Company’s assets shall be determined as follows:

the value of any cash in hand or on deposit, discount notes, bills and demand notes andaccounts receivable, prepaid expenses, cash dividends and interest declared or accruedas aforesaid and not yet received, shall be equal to the entire amount thereof, unless thesame is unlikely to be paid or received in full, in which case the value thereof shall bedetermined after making such discount as the General Partner may consider appropriatein such case to reflect the true value thereof;

the value of all portfolio securities and money market instruments or derivatives that arelisted on an official stock exchange or traded on any other Regulated Market will bebased on the last available price on the principal market on which such securities, moneymarket instruments or derivatives are traded, as supplied by a recognized pricing serviceapproved by the General Partner. If such prices are not representative of the fair value,such securities, money market instruments or derivatives as well as other permittedassets may be appraised at a fair value at which it is expected that they may be resold,as determined in good faith under the direction of the General Partner;

the value of securities and money market instruments which are not quoted or traded ona Regulated Market will be valued at a fair value at which it is expected that they may beresold, as determined in good faith under the direction of the General Partner;

investments in private equity securities will be appraised at a fair value under thedirection of the General Partner in accordance with appropriate professional standards,such as, for example, and without limitation, the International Private Equity and VentureCapital Valuation Guidelines published by the EVCA, AFIC and BVCA;

investments in real estate assets shall be valued with the assistance of one or severalindependent valuer(s) designated by the General Partner for the purpose of appraising,where relevant, the fair value of a property investment in accordance with its/theirapplicable standards, such as, for example, and without limitation, the edition of the

Appraisal and Valuations Standards published by the Royal Institution of CharteredSurveyors (RICS);

the amortized cost method of valuation for short-term transferable debt securities in

certain Sub-Funds of the Company may be used. This method involves valuing a securityat its cost and thereafter assuming a constant amortization to maturity of any discount orpremium regardless of the impact of fluctuating interest rates on the market value of thesecurity. While this method provides certainty in valuation, it may result during certainperiods in values which are higher or lower than the price which the Sub-Fund wouldreceive if it sold the securities prior to maturity. For certain short term transferable debtsecurities, the yield to a Shareholder may differ somewhat from that which could beobtained from a similar sub-fund which marks its portfolio securities to market on a dailybasis;

the value of the participations in investment funds shall be based on the last availablevaluation. Generally, participations in investment funds will be valued in accordance withthe methods provided by the instruments governing such investment funds. Thesevaluations shall normally be provided by the fund administrator or valuation agent of an



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investment fund. To ensure consistency within the valuation of each Sub-Fund, if the timeat which the valuation of an investment fund was calculated does not coincide with thevaluation time of any Sub-Fund, and such valuation is determined to have changedmaterially since it was calculated, then the Net Asset Value may be adjusted to reflect the

change as determined in good faith under the direction of the General Partner;

the valuation of swaps will be based on their market value, which itself depends onvarious factors (e.g. level and volatility of the underlying asset, market interest rates,residual term of the swap). Any adjustments required as a result of issues andredemptions are carried out by means of an increase or decrease in the nominal of theswaps, traded at their market value;

the valuation of derivatives traded over-the-counter (OTC), such as futures, forward oroption contracts not traded on exchanges or on other recognized markets, will be basedon their net liquidating value determined, pursuant to the policies established under thedirection of the General Partner on the basis of recognised financial models in the marketand in a consistent manner for each category of contracts;

the value of other assets will be determined prudently and in good faith under thedirection of the General Partner in accordance with generally accepted valuationprinciples and procedures.

The General Partner, at its discretion, may authorize the use of other methods of valuation if itconsiders that such methods would enable the fair value of any asset of the Company to bedetermined more accurately.

Where necessary, the fair value of an asset is determined by the General Partner, or by acommittee appointed by the General Partner, or by a designee of the General Partner.

All valuation regulations and determinations shall be interpreted and made in accordance with

Luxembourg generally accepted accounting principles (Lux GAAP).

For each Sub-Fund, adequate provisions will be made for expenses incurred and due account willbe taken of any off-balance sheet liabilities in accordance with fair and prudent criteria.

For each Sub-Fund and for each Class, the Net Asset Value per Share shall be calculated in therelevant Reference Currency on each Valuation Day by dividing the net assets attributable tosuch Sub-Fund and to such Class (which shall be equal to the assets minus the liabilitiesattributable to such Sub-Fund and to such Class) by the number of Shares issued and incirculation in such Sub-Fund and to such Class. Assets and liabilities expressed in foreigncurrencies shall be converted into the relevant Reference Currency, based on the relevantexchange rates.

The Company's net assets shall be equal to the sum of the net assets of all its Sub-Funds.

In the absence of bad faith, wilful default, gross negligence or manifest error, every decision todetermine the Net Asset Value taken by the General Partner or by any bank, company or otherorganization which the General Partner may appoint for such purpose, shall be final and bindingon the Company and present, past or future Shareholders.

XIII. Temporary suspension of Net Asset Value Calculation

The Company may suspend the determination of the Net Asset Value and/or, where applicable,the subscription, redemption and/or conversion of Shares, for one or more Sub-Funds, in thefollowing cases:



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when the stock exchange(s) or market(s) that supplies/supply prices for a significant partof the assets of one or more Sub-Funds, is/are closed, or in the event that transactionson such a market are suspended, or are subject to restrictions, or are impossible to

execute in volumes allowing the determination of fair prices;

when the information or calculation sources normally used to determine the value of aSub-Fund's assets are unavailable, or if the value of a Sub-Fund's investment cannot bedetermined with the required speed and accuracy for any reason whatsoever;

when exchange or capital transfer restrictions prevent the execution of transactions of aSub-Fund or if purchase or sale transactions of a Sub-Fund cannot be executed atnormal rates;

when the political, economic, military or monetary environment, or an event of forcemajeure, prevent the Company from being able to manage normally its assets or itsliabilities and prevent the determination of their value in a reasonable manner;

when, for any other reason, the prices of any significant investments owned by a Sub-Fund cannot be promptly or accurately ascertained;

when the Company or any of the Sub-Funds is/are in the process of establishingexchange parities in the context of a merger, a contribution of assets, an asset or sharesplit or any other restructuring transaction; and

when there is a suspension of redemption or withdrawal rights by several investmentfunds in which the Company or the relevant Sub-Fund is invested; and

in exceptional circumstances, whenever the General Partner considers it necessary inorder to avoid irreversible negative effects on one or more Sub-Funds, in compliance with

the principle of equal treatment of shareholders in their best interests.

In addition, in order to prevent market timing opportunities arising when a net asset value iscalculated on the basis of market prices which are no longer up to date, the General Partner isauthorised to suspend temporarily issues, redemptions and conversions of Shares of one orseveral Sub-Fund(s) when the stock exchange(s) or market(s) that supplies/supply prices for asignificant part of the assets of one or several Sub-Fund(s) are closed, if and when applicable.

In the event of exceptional circumstances that may adversely affect the interests of theShareholders or insufficient market liquidity, the General Partner reserves its right to determinethe Net Asset Value of the Shares in a Sub-Fund only after it shall have completed the necessarypurchases and sales of securities, financial instruments or other assets on the Sub-Fund's behalf.

When Shareholders are entitled to request the redemption or conversion of their Shares, if anyapplication for redemption or conversion is received in respect of any relevant Valuation Day (the“First Valuation Day”) which either alone or when aggregated with other applications soreceived, is above the liquidity threshold determined by the General Partner for any one Sub-Fund, the General Partner reserves the right in its sole and absolute discretion (and in the bestinterests of the remaining Shareholders) to scale down pro rata each application with respect tosuch First Valuation Day so that not more than the corresponding amounts be redeemed orconverted with respect to such First Valuation Day. To the extent that any application is not givenfull effect with respect to such First Valuation Day by virtue of the exercise of the power to pro-rate applications, it shall be treated with respect to the unsatisfied balance thereof as if a furtherrequest had been made by the Shareholder in respect of the next following Valuation Day and, ifnecessary, subsequent Valuation Days, until such application shall have been satisfied in full.With respect to any application received in respect of the First Valuation Day, to the extent thatsubsequent applications shall be received in respect of following Valuation Days, such later



52

applications shall be postponed in priority to the satisfaction of applications relating to the FirstValuation Day, but subject thereto shall be dealt with as set out in the preceding sentence.

The suspension of the calculation of the Net Asset Value and/or, where applicable, of the

subscription, redemption and/or conversion of Shares, shall be notified to the relevant personsthrough all means reasonably available to the Company, unless the General Partner is of theopinion that a publication is not necessary considering the short period of the suspension.

Such a suspension decision shall be notified to any Shareholders requesting redemption orconversion of their Shares.

XIV. Distribution Policy

Within each Sub-Fund, Shares may be issued as capitalisation Shares and/or as distributionShares. The features of the Shares available within each Sub-Fund are set out in of the relevant

Appendix.

The Company may declare annual or other interim distributions payable from the investmentincome gains and realized capital gains and, if considered necessary to maintain a reasonablelevel of dividends, out of any other funds available for distribution.

The Company shall not proceed to distributions, either by way of distribution of dividends orredemption of Shares, in the event that the net assets of the Company would fall below theequivalent in the Reference Currency of the Company of one million two hundred fifty thousandeuros (EUR 1,250,000.-).

XV. Costs, Fees and Expenses

A. Costs payable by the relevant Sub-Fund

Except otherwise specified in the relevant Appendix, each Sub-Fund will bear all costs relating toits establishment and operations.

These costs may, in particular and without being limited to the following, include start-up costs,the remuneration of the General Partner, Depositary, Administration Agent, Registrar andTransfer Agent, investment advisors, sub-investment manager(s) or advisor(s) and otherproviders of services, as well as any underlying entity project costs (as may be further describedin the relevant Appendix), brokerage fees, transaction fees and expenses, taxes and costsconnected with the movements of securities or cash, marketing expenses (such as withoutlimitation preparation of marketing materials, and sponsoring conferences and seminars), as well

as the fees of the auditor, legal advisor(s), the costs of preparation and distribution of thePlacement Memorandum and periodic reports, Luxembourg subscription tax and any other taxesrelating to the operations of the Sub-Fund, the costs related to the issue, redemption orconversion of Shares, translations and legal publications, the costs of its securities servicing, thepossible costs of listing on any stock exchange or of publication of the price of its Shares, thecosts of official deeds and any legal costs relating thereto.

These costs and expenses will be charged to the relevant Sub-Fund for which such costs havebeen borne by the Investment Advisor. If more than one Sub-Fund is concerned, the allocationwill occur in proportion to the respective Funded Commitments of each Sub-Fund.



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B. Costs and fees to be borne by the Investors

Where applicable, Investors may have to bear placement fees and/or costs and/or fees withrespect to the issue, redemption or conversion of Shares, as described in the relevant Appendix.

C. Establishment Costs

The General Partner shall be entitled to seek the reimbursement of the structuring costs of theCompany and each Sub-Fund, together with the payment of a structuring compensation, equal tothe highest of (i) 0.6% of the Aggregate Commitments or (ii) a fee of EUR 450,000.00 (VATexcluded), payable by each Sub-Fund.

D. Costs and expenses to be borne by the General Partner

The General Partner will assume all costs and expenses related to the fulfillment of its duties and

obligations, including:

- office space, furniture, fixtures, equipment, facilities, supplies, and utility charges relatedto the daily operations of the Investment Advisor;

- wages, salaries and other compensation, costs and expenses related to the employees,officers and directors of the Investment Advisor (including any costs and expensesincurred in connection with promotion / placement of the Shares of the relevant Sub-Fund);

- membership dues for professional and trade associations of which the Investment Advisor is or becomes a member;

- income tax and other taxes and levies payable by the Investment Advisor and allexpenses incurred by the Investment Advisor in connection with any tax audit,investigation, settlement or review of the Management Agreement; and

- legal, tax, auditing and other professional fees and disbursements in respect of (a) adviceprovided to the Investment Advisor in relation to matters not directly relating to its duties

or obligations to the Company, or (b) advice related to the services to be provided by theInvestment Advisor but which ought reasonably to be considered services within its fieldof expertise.

XVI. Taxation

The following is o f a general nature only and is based on the Company’s understanding of,

and advice received on, certain aspects of the law and practice currently in force in

Luxembourg as of the date of the Placement Memorandum. It does not purport to be a

complete analysis o f all possible tax cons iderations that may be relevant to an investmentdecision. It is included herein solely for preliminary information purposes. It is not

intended to be, nor should it be construed to be, legal or tax advice. It is a description of

the essential material Luxembourg tax consequences with respect to the Shares and may

not include tax considerations that arise from rules of general application or that are

generally assumed to be known to Shareholders. This summary is based upon the

Luxembourg law and regulations as in effect and as interpreted by the Luxembourg tax

authorities on the date of this Placement Memorandum and is subject to any amendments

in law (or in interpretation) later introduced, whether or not on a retroactive basis.

Prospective investors should consult their own professional advisors with respect to

particular circumstances, the effects of state, local or foreign laws to which they may be

subject and as to their tax posit ion.



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Please be aware that the residence concept used under the respective headings below appliesfor Luxembourg income tax assessment purposes only. Any reference in the present section to atax, duty, levy, impost or other charge or withholding of a similar nature refers to Luxembourg taxlaw and/or concepts only. Also, please note that a reference to Luxembourg income tax

encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax(impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi) as wellas personal income tax (impôt sur le revenu).generally. Investors may further be subject to networth tax (impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax,municipal business tax, as well as the solidarity surcharge invariably applies to most corporatetaxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally subject topersonal income tax and the solidarity surcharge. Under certain circumstances, where anindividual taxpayer acts in the course of the management of a professional or businessundertaking, municipal business tax may apply as well.

A. The Company

Subscription tax

The Company is as a rule subject to an annual subscription tax (taxe d'abonnement) levied at therate of 0.01% p.a. on the Company’s Net Asset Value that is calculated on the last Valuation Dayof each quarter and payable in quarterly installments. The subscription tax is a cost for theCompany.

The following exemptions from subscription tax apply:

a) the value of the assets represented by units held in other undertakings for collectiveinvestment, to the extent such units have already been subject to the subscription taxprovided by the amended 2007 Law or by the 2010 Law;

b) specialised investment funds, as well as individual compartments of specialisedinvestment funds with multiple compartments:

(i) the exclusive object of which is the collective investment in money marketinstruments and the placing of deposits with credit institutions, and,

(ii) the weighted residual portfolio maturity of which does not exceed ninety (90)days, and

(iii) that have obtained the highest possible rating from a recognised ratingagency;

c) specialised investment funds, the securities of which are reserved for (i) institutions foroccupational retirement provision, or similar investment vehicles, set up on one or several

employers’ initiative for the benefit of their employees and (ii) companies of one orseveral employers investing the funds they own, in order to provide their employees withretirement benefits;

d) specialized investment funds the investment policy of which provides for an investment ofat least fifty percent (50%) of their assets into microfinance institutions or which havebeen granted the LuxFLAG label.

Income tax

The Company is not liable to any Luxembourg income tax in Luxembourg.



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Value added tax

The Company and the General Partner responsible for its management are considered inLuxembourg as taxable persons for value added tax (“VAT”) purposes without input VAT

deduction right with regards to their fund management activities. A VAT exemption applies forservices qualifying as fund management services. Other services supplied to the Company or tothe General Partner could potentially trigger VAT and require the VAT registration of theCompany and/or the General Partner in Luxembourg as to self-assess the VAT regarded as duein Luxembourg on taxable services (or goods to some extent) purchased from abroad.

No VAT liability in principle arises in Luxembourg in respect of any payments by the Company toits Shareholders to the extent such payments are linked to their subscription to the Company’sShares and do therefore not constitute the consideration received for any taxable servicessupplied.

The above information is based on the law in force and current practice and is subject to change.In particular, a pending case law before the European Court of Justice might impact the VATtreatment of the investment advisory services (C-275/11).

Other taxes

No stamp duty or other tax is payable in Luxembourg on the issue of Shares in the Companyagainst cash, except a fixed registration duty of seventy five Euros (EUR 75.-) which is paid uponthe Company’s incorporation or any amendment of its article of incorporation.

The Company may be subject to withholding tax on dividends and interest and to tax on capitalgains in the country of origin of its investments. As the Company itself is exempt from income tax,withholding tax levied at source, if any, is not be refundable in Luxembourg.

B. The Shareholders

General

It is expected that Shareholders in the Company will be resident for tax purposes in manydifferent countries. Consequently, except as set-out below, no attempt is made in this PlacementMemorandum to summarize the tax consequences for each Investor subscribing, converting,holding or redeeming or otherwise acquiring or disposing of Shares of the Company. Theseconsequences will vary in accordance with the law and practice currently in force in aShareholder’s country of citizenship, residence, domicile or incorporation and with his personalcircumstances. Shareholders resident in or citizens of certain countries which have anti-offshorefund legislation may have a current liability to tax on the undistributed income and gains of the

Company.

The General Partner, the Company and each of the Company’s agents shall have no liability inrespect of the individual tax affairs of Shareholders.

Investors should consult their own professional advisors on the possible tax or otherconsequences of buying, holding, transferring or selling the Company’s Shares under the laws oftheir countries of citizenship, residence or domicile.



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Withholding tax

Under current Luxembourg tax law, there is no withholding tax on any distribution, redemption orpayment made by the Company to its Shareholders under the Shares. There is also no

withholding tax on the distribution of liquidation proceeds to the Shareholders.

Non-resident Shareholders should however note that under the Council Directive 2003/48/EC ontaxation of savings income in the form of interest payments (“EU Savings Directive”), interestpayments made by the Company or its Luxembourg paying agent to individuals and residualentities (i.e. entities (i) without legal personality (except for (a) a Finnish avoin yhtiö andkommandiittiyhtiö / öppet bolag and kommanditbolag and (b) a Swedish handelsbolag andkommanditbolag) and (ii) whose profits are not taxed under the general arrangements for thebusiness taxation and (iii) that are not, or have not opted to be considered as, UCITS recognizedin accordance with Council Directive 2009/65/EC – a ”Residual Entity”) resident or established inanother EU Member State as Luxembourg or in certain associated or dependent territories of theEuropean Union (Aruba, British Virgin Islands, Guernsey, Isle of Man, Jersey, Montserrat as wellas the former Netherlands Antilles, i.e. Bonaire, Curaçao, Saba, Sint Eustatius and Sint Maarten

– collectively the “ Associated Territor ies ”), are subject to a withholding tax in Luxembourgunless the beneficiary elects for an exchange of information whereby the tax authorities of thestate of residence are informed of the payment thereof. The withholding tax rate is currently thirtyfive percent (35%) since 1 July 2011. Under the current revision drafts of the EU SavingsDirective, “interest” may include in the future (i) distributions of profits by the Company derivedfrom interest payments (unless the Company’s investment in debt claims does not exceed fifteenpercent (15%)) and (ii) income realised upon the sale, refund or redemption of the Shares if theCompany invests directly or indirectly more than twenty five percent (25%) of its net assets indebt claims and to the extent such income corresponds to gains directly or indirectly derived frominterest payments. The current revision draft also extends the provisions of the EU SavingsDirective to interest payments made under certain innovative financial products. Shareholdersshould inform themselves of, and where appropriate take advice on, the impact of the EU Savings

Directive, once amended, on their investment.

Luxembourg tax residency of the Shareholders

A Shareholder will not become resident, nor be deemed to be resident, in Luxembourg, by reasononly of the holding of the Shares, or the execution, performance, delivery and/or enforcement ofits right and obligations under the Shares.

Taxation o f the Shareholders

Income taxation of the Shareholders

Luxembourg non-residents

Shareholders, who are non-residents of Luxembourg and who have neither a permanentestablishment nor a permanent representative in Luxembourg to which or whom the Shares areattributable, are not liable to any Luxembourg income tax on income received and capital gainsrealized upon the sale, disposal or redemption of the Shares.

Non-resident corporate Shareholders which have a permanent establishment or a permanentrepresentative in Luxembourg, to which the Shares are attributable, must include any incomereceived, as well as any gain realized on the sale, disposal or redemption of Shares, in theirtaxable income for Luxembourg tax assessment purposes. The same inclusion applies toindividuals, acting in the course of the management of a professional or business undertaking,who have a permanent establishment or a permanent representative in Luxembourg, to which theShares are attributable. Taxable gains are determined as being the difference between the sale,



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repurchase or redemption price and the lower of the cost or book value of the Shares sold orredeemed.

Luxembourg residents

Luxembourg resident individuals

Any dividends and other payments derived from the Shares by resident individual Shareholders,who act in the course of either their private wealth or their professional / business activity, aresubject to income tax at the progressive ordinary rates.

A gain realized upon the sale, disposal or redemption of Shares by resident individualShareholders, acting in the course of the management of their private wealth, is not subject toLuxembourg income tax, provided this sale, disposal or redemption took place more than 6months after the Shares were acquired and provided the Shares do not represent a substantialshareholding. A shareholding is considered as substantial shareholding in limited cases, inparticular if (a) the Shareholder has held, either alone or together with his spouse or partnerand/or his minor children, either directly or indirectly, at any time within the 5 years preceding therealization of the gain, more than 10% of the share capital of the Company or (b) the taxpayeracquired free of charge, within the 5 years preceding the transfer, a participation that wasconstituting a substantial participation in the hands of the alienator (or the alienators in case ofsuccessive transfers free of charge within the same 5-year period). Capital gains realised on asubstantial participation more than 6 months after the acquisition thereof are subject to incometax according to the half-global rate method, (i.e. the average rate applicable to the total incomeis calculated according to progressive income tax rates and half of the average rate is applied tothe capital gains realised on the substantial participation). A disposal may include a sale, anexchange, a contribution or any other kind of alienation of the shareholding.

Capital gains realized on the disposal of the Shares by a resident individual Shareholder, who

acts in the course of the management of his/her professional/business activity, are subject toincome tax at ordinary rates. Taxable gains are determined as being the difference between theprice for which the Shares have been disposed of and the lower of their cost or book value.

Luxembourg resident companies

Luxembourg resident corporate (sociétés de capitaux) Shareholders must include any incomereceived, as well as any gain realised on the sale, disposal or redemption of Shares, in theirtaxable income for Luxembourg income tax assessment purposes. Taxable gains are determinedas being the difference between the sale, repurchase or redemption price and the lower of thecost or book value of the Shares sold or redeemed.

Luxembourg resident companies benefiting from a special tax regime

Luxembourg resident corporate Shareholders which are companies benefiting from a special taxregime (such as (i) undertakings for collective investment subject to the 2010 Law (ii) specializedinvestment funds subject to the amended 2007 Law, (iii) family wealth management companiesgoverned by the law of 11 May 2007) are tax exempt entities in Luxembourg, and are thus notsubject to any Luxembourg income tax.

Net wor th tax

Luxembourg resident Shareholders and non-resident Shareholders who have a permanentestablishment or a permanent representative in Luxembourg to which the Shares are attributable,are subject to Luxembourg net worth tax on such Shares, except if the Shareholder is (i) aresident or non-resident individual taxpayer, (ii) an undertaking for collective investment subject to



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the 2010 Law, (iii) a securitization company governed by the amended law of 22 March 2004 onsecuritization, (iv) a company governed by the amended law of 15 June 2004 on venture capitalvehicles, (v) a specialized investment fund governed by the amended 2007 Law or (vi) a familywealth management company governed by the law of 11 May 2007.

Other taxes

No estate or inheritance tax is levied on the transfer of the Shares upon death of a Shareholder incases where the deceased was not a resident of Luxembourg for inheritance tax purposes.

Luxembourg gift tax may be levied on a gift or donation of the Shares if embodied in aLuxembourg deed or registered in Luxembourg.

XVII. Financial year, general meetings of shareholders and documents available forinspection

A. Financial Year

The Financial Year shall start on 1 January and end on 31 December. The first Financial Yearshall end on 31 December 2012.

Audited annual reports will be available at the registered office of the Company. The first report ofthe Company will be made available with the audited financial statements as of 31 December2012.

B. General meetings

The annual general meeting of the Shareholders of the Company will be held at the registeredoffice of the Company in Luxembourg on the second Tuesday of the month of June each year at11.00 a.m. (Luxembourg time) (or, if such day is not a Business Day, on the next followingBusiness Day).

Notices of a general meeting and other notices will be given in accordance with Luxembourg law.Notices will specify the place and time of the meetings, the conditions of admission, the agenda,the quorum and the voting requirements and will be given at least eight (8) days prior to themeetings. The requirements as to attendance, quorum and majorities at all general meetings willbe those laid down in the Articles of the Company and in the Luxembourg law of 10 August 1915on commercial companies, as amended. All Shareholders may attend the annual generalmeetings, any general meetings and meetings of the Sub-Funds in which they hold Shares and

may vote either in person or by proxy.

C. Documents available for inspection

Copies of the Articles, the Placement Memorandum and the latest financial statements of theCompany can be obtained by any Shareholder, free of charge, during business hours on eachBusiness Day at the registered office of the Company.

Shareholders can further ask to consult the depositary agreement, the administrative agency,registrar and transfer agency, listing agency, paying agency and domiciliary agency agreements,the investment advisory and management support services agreement or the minutes of thegeneral meetings of Shareholders, free of charge, during business hours on each Business Day



59

at the registered office of the Company. As a rule, Shareholders shall however not be entitled torequest the delivery of a copy of these documents, nor consult other contractual or corporatedocuments pertaining to management of the activities of the Company.

D. Amendments to the Placement Memorandum

If the laws and regulations applicable to the Company or having an impact on the Company’soperation change (either at Luxembourg level or European level), and such changes requirecompulsory amendment to the structure of the Company or its operations, then the GeneralPartner shall be authorized to amend any provision of this Placement Memorandum, subject tothe prior approval of the CSSF. In such case, and provided that such compulsory amendments tothe structure or the operations of the Company do not require the involvement of the generalmeeting of Shareholders of the Company or the relevant Sub-Fund, then the PlacementMemorandum will be updated and the Shareholders will be informed thereof, for their informationpurposes only, without any other involvement in the decision making process prior to theeffectiveness of the above mentioned amendment. For the avoidance of doubt, in this case, theShareholders will not be offered the right to request the cost-free redemption of their Shares priorto the relevant changes becoming effective.

In any case, should any amendments of the Placement Memorandum entail an amendment of the Articles or require the decision to be made by the general meeting of Shareholders of theCompany, or of one or several Sub-Funds, such decision shall be passed by a resolution of anextraordinary general meeting of Shareholders in accordance with the form, quorum and majorityrequirements set forth in the Articles and in compliance with Luxembourg laws and regulations.

Finally, the General Partner is also authorised to amend any other provision of the PlacementMemorandum, provided that such changes are not material to the structure and/or operations ofthe Company and its Sub-Funds and are beneficial or at least not detrimental to the interests of

the Shareholders of the Company, any Sub-Fund or any Class, as the case may be, asdetermined by the General Partner at its sole but reasonable discretion and subject to the priorapproval of the CSSF. In such case, the Placement Memorandum will be amended and theShareholders will be informed thereof, for their information purposes only. For the avoidance ofdoubt, Shareholders will not be offered the right to request the cost-free redemption of theirShares prior to such changes becoming effective.

The General Partner is authorised to make other amendments to the provisions of the PlacementMemorandum that are material to the structure and/or operations of the Company and its Sub-Funds or detrimental to the interests of the Shareholders of the Company, any Sub-Fund or anyClass (such as the change of the fee structure of the Company or the relevant Sub-Fund), subjectto the approval of the CSSF, provided that such changes shall only become effective and thePlacement Memorandum amended accordingly, in compliance with the 2007 Law to the extent

the procedures set forth below have been complied with:

(i) in an open-ended Sub-Fund, provided that there is sufficient liquidity, (a) allShareholders have been offered a cost-free redemption of their Shares during aone (1) month period from the sending of such notice to all relevant Shareholdersand (b) such changes shall become effective only after the expiry of this one (1)month period; or

(ii) with respect to any closed-ended Sub-Fund or in the event that the cost-freeredemption is not possible because the assets of the relevant Sub-Fund areilliquid, the Shareholders shall not have a right to request cost-free redemption oftheir Shares and the General Partner shall seek a prior approval of suchamendments by a decision of the general meeting of Shareholders passed with



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(a) at least two thirds (2/3) of the votes attached to all Shares issued by theCompany (or where applicable, in the relevant Sub-Fund or Class) and validlycast by those present or represented at the meeting; and (b) a presence quorumrequirement of at least fifty percent (50%) of the capital of the Company (or

where applicable, of the relevant Sub-Fund or Class), at the first call and, if notachieved, with no quorum requirement for the second call.

XVIII. Liquidation of the Company

In the event of dissolution of the Company, the liquidation shall be carried out by one or moreliquidators (which can be the General Partner) appointed by the general meeting as liquidator,pursuant to the 2007 Law and the Articles. Amounts which have not been claimed byShareholders at the close of the liquidation process will be deposited in escrow with the caissede consignation in Luxembourg. Should such amounts not be claimed within the prescriptionperiod, then they may be forfeited.

XIX. Conflict of interests

The General Partner, the Investment Advisor and, where applicable specialised investmentadvisors or managers involved in the management of the assets of any Sub-Fund, theDepositary, the Administration Agent and their respective affiliates, directors, officers andshareholders (collectively the “Parties”) are or may be involved in other financial, investment andprofessional activities which may cause conflict of interest with the management andadministration of the Company. These include the management of other collective investmentschemes, purchase and sale of securities, brokerage services, custody and safekeeping servicesand serving as directors, officers, advisors, distributors or agents of other collective investmentschemes or other companies, including companies and investment funds in which the Companymay invest. The General Partner and/or the Investment Advisor and/or, where applicable,specialised investment advisors or managers involved in the management of the assets of anySub-Fund or certain affiliate companies of these services providers, may be remunerated byportfolio managers, distributors or sponsors of investment funds, in which the Sub-Funds invest,for the access by such portfolio managers, distributors or sponsors of investment funds to theinfrastructure and networks established by the General Partner and/or Investment Advisor and/or,where applicable, specialised investment advisors or managers involved in the management ofthe assets of any Sub-Fund or certain affiliate companies of these services providers. TheShareholders should be aware that the terms of the placing arrangements with such tradingportfolio managers may provide, in pertinent part, for the payment of fees up to a significantportion of an investment manager's total management and performance-based fees or of a

portion of the brokerage commissions generated by the underlying investment funds, calculatedby reference to the amounts invested in such underlying investment funds through the GeneralPartner and/or Investment Advisor and/or, where applicable, specialised investment advisors ormanagers involved in the management of the assets of any Sub-Fund or affiliate companies ofthese services providers. Although such arrangements, when they exist, may create potentialconflicts of interest for the General partner and/or the Investment Advisor and/or, whereapplicable, specialised investment advisors or managers involved in the management of theassets of any Sub-Fund between their duties to select portfolio managers based solely on theirmerits and its interest in assuring revenue in the context of the placing arrangements if this issueis not properly dealt with, the Shareholders of the Company should note that the General partnerand/or the Investment Advisor and/or, where applicable, specialised investment advisors ormanagers involved in the management of the assets of any Sub-Fund shall at all time (i) act inthe best interest of the Company in the due diligence process carried out prior to the selection of



61

any relevant target investment and (ii) ensure that all investment/disinvestment recommendationsin the management of the assets of the Company are never influenced or affected by any of theterms of such placing arrangements. Each of the Parties will respectively ensure that theperformance of their respective duties will not be impaired by any such involvement that they

might have. In the event that a conflict of interest does arise, the managers of the GeneralPartner and the relevant Parties shall endeavour to ensure that it is resolved fairly withinreasonable time and in the interest of the Shareholders of the Company.

XX. D ATA PROTECTION

The Company collects stores and processes by electronic or other means the data supplied byShareholders at the time of their subscription for the purpose of fulfilling the services required byShareholders and complying with its legal obligations.

The data processed include the name, the address, the Commitment and/or invested amount ofeach Shareholder (the “personal data”).

Shareholders may, at their discretion, refuse to communicate the personal data to the Company.In this event however the Company may reject its request for subscription for Shares in theCompany.

In particular, the personal data supplied by Shareholders are processed for the purpose of (i)maintaining the register of Shareholders; (ii) processing subscriptions, redemptions andconversions of Shares and payments of dividends or interests to Shareholders; (iii) complyingwith applicable anti-money laundering rules and other legal obligations, such as maintainingcontrols in respect of late trading and market timing practices.

Each Shareholder is entitled to access its personal data and may ask for a rectification thereof incases where such personal data are inaccurate and/or incomplete. Shareholders may contact the Administration Agent and the General Partner in this regard.

Personal data shall not be retained for periods longer than those required for the purpose of theirprocessing subject to any limitation periods imposed by law.



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P ART II: APPENDIXES - SPECIFIC INFORMATION RELATIVE TO SUB-FUNDS

A. Agri land Fund – All Africa (“ AGRILAND ALL AFRICA” )



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A. AGRILAND FUND – ALL AFRICA

EXECUTIVE SUMMARY

Initiators: YCAP Holding S.A. and Eleven Cherry S.A.

Company Structure: The Company is organised as a collective investmentundertaking with variable capital – special investment fund(SICAV- FIS) in the form of a société en commandite par actions.The SICAV – FIS status has been granted by the Luxembourgsupervisory authority of the financial sector (CSSF).

Target Size: EUR 200 million.

Minimum Commitment: EUR 10 million.

Term: 12 years.

Investment opportunity: The Company will focus its investment in the agricultural sectorin Africa and will target existing companies or companies to beincorporated in charge of: (i) development of agriculturalinfrastructures (irrigation, storage, logistic facilities…); or (ii)transformation of any agricultural products; or (iii) developmentof agricultural land.

This sector entitles the generation of predictable and stable longterm cash flows with an underlying ability to produce capital

gains.

Investment t ype: The Company will invest in equity, subordinated debt, mezzanineand other junior capital instruments.

Investment Period: 3 years + 1 years (optional).

Last Closing: 2 years after the First Closing, unless extended by the GeneralPartner.

Management Fees: *1,8%* on Funded Commitment over the Investment Period.

*1,5%* of the Funded Commitment during the Management

Period.

An alternative minimum flat fee per year which depends on thecommitted amounts may be applicable, as detailed under section9 “Management Fees, Incentive Fees and Other Costs”, sub-section 9.1 “Management Fees” of this Appendix.

Special Return: 20% over an IRR hurdle rate of 8%.



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1. Investment Objective and Strategy

1.1. Objectives

The objective of the Sub-Fund is to target investments on the whole African continent, includingMauritius and Madagascar.

The General Partner believes that underlying trends in project developed in the agricultural sectorin Africa, provide a favorable environment for generating attractive risk-adjusted returns from well-structured investments in such assets.

The General Partner expects to invest primarily in the equity/quasi-equity of special purposevehicles (SPVs) incorporated by sponsors (Greenfield projects) or of existing companies(Brownfield projects), and may also invest in preferred stock, convertible debt, debt securities,and any other securities, interests, or obligations. The General Partner will utilize a flexibleorigination model, investing directly or indirectly in assets, including investments through

controlling and non-controlling positions in operating companies, joint ventures, and other entitiesthat acquire or hold infrastructure assets, either individually or as part of a consortium, located in Africa or abroad, providing the final beneficiary of the investment is the African asset considered.

In the framework of its investments in SPV or companies, the Sub-Fund may provide for depositsor guarantees as shareholders of these SPV or companies, in particular to the banking partnersof these SPV or companies.

1.2. Investment Principles

To achieve the Sub-Fund’s investment objectives, an active investment philosophy and approachthat rely on the following principles is to be applied:

adopt a disciplined capital preservation approach with stable cash flows; maintain investment discipline and patience in building a long-term assets portfolio; take significant, although not always controlling, stakes in assets or companies to ensure

strategic influence over the investment, including influence on financial discipline,business strategy, and management; and

partner with leading operators and industrial partners in the agricultural/food-processingsector that can enhance industry knowledge and expertise.

The Sub-Fund will examine both developed or “brownfield” assets and greenfield projects. TheGeneral Partner believes that properly structured, selective greenfield projects provide attractivelong-term growth opportunities to the Sub-Fund. Agriculture assets may therefore includegreenfield projects that the General Partner reasonably expects will, when fully operational,generate long-term, stable cash flows.

1.3. Types of Investments

The Company will focus on acquiring direct equity stakes in Portfolio Companies mainly throughcapital increases with a view to finance the underlying asset development, but will also consideracquiring existing shares on a case-by-case basis.

The Company may also invest in other private equity funds of primary or secondary naturepresenting good profitability, a proven track record and clear exit strategies at the time ofinvestment.



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1.4. Co-Investments

The Sub-Fund may also co-invest in Portfolio Companies with other investors, including privateequity investment funds. In such cases, the Sub-Fund may invest through companies jointly-

owned by the Sub-Fund and one or more co-investor(s) in accordance with a co-investmentagreement where such investment is the only way for the Sub-Fund to invest in a PortfolioCompany or the most appropriate way to enable the Sub-Fund to optimize its investment from ataxation, securities law, management, exit or other point of view. In this case, the General Partnerwill seek, to the extent permitted, to make the necessary arrangements to control investmentsmade by the jointly-owned company.

The General Partner will enter into co-investment agreements on behalf of the Sub-Fund onlywhen deemed to be in the best interest of the Sub-Fund, and the General Partner will make alldecisions relating to the purchase or sale of any such co-investment solely in the best interests ofthe Sub-Fund. Participating Investors will generally agree upon one of the following methodsenabling the Sub-Fund to realize its investments: stipulation that either party may be able tocause the liquidation of the investment, provision of a right for each party to sell its participation

subject to a right of first refusal in favour of the other party, or a right for each party to trigger abuy-sell procedure (i.e., one party specifying the terms upon which it is prepared to purchase theother party’s participation in the investment and the non-initiating party having the option of eitherbuying the initiating party’s participation or selling its participation in the investment on thespecified terms).

When a possibility to co-invest in a Portfolio Company with any third parties exist, the GeneralPartner shall make its best efforts to be in a position to offer such co-investment opportunities tothe Shareholders of the Sub-Fund first, pro rata based on the size of their respectiveCommitments, unless the General Partner determines that offering such opportunity to a strategicInvestor is in the best interests of the Sub-Fund.

1.5. Investment Liquid ity

The General Partner and Investment Advisor will pay particular attention to the potential exit forall transactions being considered by the Sub-Fund, including sales to third party financial investor,or to industrial buyers. However, the Sub-Fund will seek returns primarily from ongoingparticipation in Portfolio Companies and the division of their disposable profits, without theundertaking to dispose of existing holdings following the expiration of a certain time period(unless otherwise decided by the General Partner with respect to a particular Portfolio Company).

For greenfield assets, divestments might be considered on a case by case basis with a globalobjective to dispose Investments after a period of one or two years starting at the date on whichthe construction or setting-up or refurbishment of the relevant asset is achieved.

For brownfield assets, divestments might be considered on a case by case basis, after having,

whenever relevant and appropriate, organized the refinancing of the project company financialdebt and having developed economies of scale on the operational budget, in order to createvalue and potential capital gain on the exit.

For both greenfield and brownfield assets, grouped divestments might also be considered as“packages” including several related assets in order to offer a more attractive and valuable assetto a potential industrial buyer.

1.6. Financial Instruments and Liqu id Assets

In addition to, and elaborating on, the guidelines as highlighted above, the following shall apply:



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1. The Sub-Fund may use financial derivative instruments to hedge all or part of its assetsagainst currency risk. However, it does not intend to hedge all the assets of the Sub-Fund,except under exceptional market circumstances.

2. The Sub-Fund intends to hold its liquid assets in euro or US Dollar, unless otherwisedecided by the General Partner, subject to the condition of the markets. Under normalcircumstances, the Sub-Fund will aim to be fully invested. For defensive purposes orpending (re)investment in Portfolio Companies, the Sub-Fund may invest its assets ingovernment and corporate debt securities. Such investments may include, but are notlimited to: commercial paper, certificates of deposit, variable or floating rate notes, banker’sacceptances, time deposits and government securities.

2. Borrowing Policy

The Sub-Fund shall not use leverage and borrowings shall never be utilised for investmentpurposes.

The Sub-Fund may borrow money only under exceptional circumstances, and for a limited durationto bridge finance and pay expense disbursements when liquid funds are not readily available.Such borrowing shall not exceed ten percent (10%) of the undrawn Commitments and/or remainoutstanding for more than three hundred and sixty five (365) calendar days.

The Company shall not give any guarantees or pledge any assets of the Sub-Fund to secure thepotential indebtedness of the Sub-Fund that is referred to above that would cover an amount inexcess of twenty percent (20%) of the amounts actually borrowed. For the avoidance of doubt, theCompany shall never be authorised to use assets of another sub-fund as guarantee or collateral tocover the potential indebtedness or obligations of this Sub-Fund.

3. Investment Limits and Restrictions

The assets of this Sub-Fund shall be invested in accordance with the following investment limitsand restrictions.

Concentration thresholds. The General Partner intends to manage prudently the Sub-Fund’sportfolio in accordance with certain concentration thresholds:

Asset: The Sub-Fund will not invest more than 20% of its Aggregate Commitments in anysingle investment.

Geography: The Sub-Fund will not invest more than 30% of its Aggregate Commitmentsin any single country.

Sector : The Sub-Fund will not invest more than 30% of its Aggregate Commitments inany single sector as described in the investment objective (above).

Counterpart: The Sub-Fund will not invest more than 30% of its Aggregate Commitmentson projects developed with one single industrial partner.

Other Funds: The Sub-Fund will not invest more than 20% of its Aggregate Commitmentsin other private equity agricultural funds in aggregate.

During the first thirty-six (36) months following its launch that corresponds to the portfolio build-upphase, the Sub-Fund may derogate from the above investment limits and restrictions, whileaiming at ensuring the observance of the principle of risk spreading in accordance with the 2007Law as foreseen in section II “Investment Objectives, Strategy and Restrictions”, sub-section E.



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“Investment restrictions” of part I of this Placement Memorandum.

4. Share Classes

4.1. Partic ipating Shares

On or about the First Closing of the Sub-Fund, the Company shall issue one thousand (1,000)Participating Shares, fully paid up, at an initial subscription price of EUR ten (10) each. SuchParticipating Shares shall be reserved to the General Partner (70%) and the Investment AdvisorTeam (30%).

No further Participating Shares shall be issued thereafter without the approval of an affirmativevote of two thirds (2/3) of the Participating Shares issued in the Sub-Fund.

Participating Shares entitle the holders thereof to receive the Special Return after payment of the

Preferred Return, as specified below, under sub-section 11. “Allocation of Profits andDistributions”.

4.2. Investors Shares

At present, there is only one Class of Investors Shares available for subscription in the Sub-Fund,namely Investors Shares A.

Investors Shares A are entitled to the Preferred Return and other distribution rights specifiedbelow, under sub-section 11. “Allocation of Profits and Distributions”.

5. Reference CURRENCY AND NAV C ALCULATION

The Reference Currency of the Sub-Fund shall be the Euro (EUR).

The Valuation Day of the Sub-Fund shall be 31 December of each year.

6. Capital Funding

6.1. First Closing

Investors are permitted to commit to subscribe for Investors Shares A in the Sub-Fund from6 July 2012 until a determined date that shall be the earlier of (i) the 31st of December 2012 or (ii)the day when the Commitments have reached an amount of fifty million EUR (EUR 50,000,000.-),whichever event occurs first (the “Initial Offering Period”).

The First Closing shall occur on or about the last Business Day of the Initial Offering Period or onsuch earlier or later date as the General Partner, at its sole discretion, may decide but in any caseno later than within a period of one month from that date, provided, however, that the FirstClosing shall only occur if the Commitments reach twenty million (EUR 20,000,000.-) (the “FirstClosing Date”). If the Commitments do not reach this amount on the First Closing, then theCompany shall be liquidated in accordance with the provisions of the Articles.

Investors, the Commitments of which are accepted with respect to the First Closing (the “InitialInvestors”), shall be required to subscribe for the relevant number of Investors Shares A and payup the relevant portion of their Commitments no later than fifteen (15) Business Days following



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the notification of the drawdown notice pertaining to the First Closing to Initial Investors, followingwhich Investors Shares A are to be issued fully paid-up corresponding to the FundedCommitment. Such Investors Shares A shall be issued at a price of one thousand Euros(EUR 1,000.-) each (the “Initial Subscription Price”).

6.2. Subsequent Closings

After the First Closing, Commitments to subscribe will be accepted from Initial Investors andother Investors (“Subsequent Closing Investors”) at such Closings (“Subsequent Closings”) asdetermined by the General Partner during a period terminating on the Last Closing.

The Last Closing shall be no later than the second anniversary of the First Closing date, unlessextended by the General Partner (the “Last Closing”). Dates of Subsequent Closings will becommunicated to the Investors, which shall be required to subscribe for the relevant number ofInvestors Shares A and pay up the relevant portion of their Commitments no later than fifteen(15) Business Days following the notification of the drawdown notice pertaining to such

Subsequent Closing.

The General Partner may decide, at its discretion, to postpone the date of any Closing (includingthe First Closing and the Last Closing); in such case, the Investors will be informed of theamended date of the relevant Closing and the date on which the relevant portion of theirCommitment has to be paid.

With respect to any Subsequent Closing by a Subsequent Closing Investor:

(a) the Subsequent Closing Investor shall participate in investments made and fees andexpenses (including the Management Fee) incurred by the Sub-Fund prior to itsadmission and will contribute an amount (at least) equal to the capital contributions thatwould have been drawn down had it been Shareholder of the Sub-Fund with respect to

the First Closing, at the Initial Subscription Price;

(b) plus the Subsequent Closing Investor shall pay, if the relevant Subsequent ClosingInvestor has not subscribed and paid for its Investors Shares A in accordance with sub-clause (a) above prior to the end of the sixth (6th) month following the First Closing date,an additional amount equal to three per cent (3%) over EURIBOR six months, aspublished at 11:00 a.m. (London time) on the First Closing by Reuters, calculated from thedate on which the First Closing Investors have contributed and paid in their firstsubscriptions relating to the First Closing up to the date of the capital contributionsactually made with respect to the Subsequent Closing in question, and such amount shallbe payable to the Sub-Fund (the “Actualization Interest”);

Investors Shares A subscribed in relation to Subsequent Closings will be issued fully paid-up at a

price of EUR 1,000.- per Share.

However, if the General Partner determines that the Net Asset Value of the Sub-Fund hasincreased or decreased materially since the First Closing, then the General Partner may changethe subscription price for Investors Shares A offered at any Subsequent Closing to a price basedon the Net Asset Value of such Shares on the relevant Subsequent Closing; in which case allsuch Investors Shares A issued on the same Closing shall constitute a separate class of shares.In this case, no Actualisation Interest will be due and the Net Asset Value will be prepared withthe involvement of an independent appraiser, appointed by the General Partner, and will besubject to a report issued by the auditors of the Company, in accordance with the InternationalPrivate Equity and Venture Capital Valuation Guidelines (as amended from time to time). Thevaluation shall be final and binding on the Company and the Investors.



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After the Last Closing, the General Partner shall not receive any additional Commitments.

6.3. Drawdown

After the First Closing or any Subsequent Closing, once individual investments need to be fundedor fees and expenses have to be paid, additional drawdowns of the Commitments ofShareholders will be made in successive installments as determined by the General Partnerwithin the Management Period.

The General Partner will give a drawdown notice to each Shareholder thirty (30) days’ prior eachdrawdown.

Investors Shares A issued in relation to each drawdown made after the First Closing shall beissued fully paid-up at a subscription price equal, at the General Partner’s discretion, either toEUR 1,000.- plus, if applicable, the Actualisation Interest or to the Net Asset Value of suchShares on such drawdown date.

If Shares are issued at a price based on the Net Asset Value per Share, no Actualisation Interestwill be due.

The subscription price of Investors Shares A issued after the First Closing must be paid withinthe time limit specified in the relevant drawdown notice.

6.4. Investment Period / Management Period

The Investment Period will extend from the First Closing until the earlier of:

the date when the Aggregate Commitments have been drawn down and paid to the Sub-Fund, or

the third anniversary of the Last Closing with a possibility to extend it for one (1) moreyear by decision of the Board.

The General Partner will use its reasonable endeavours to complete the investment program ofthe Sub-Fund within three years as from the Last Closing.

Management Period: at the end of the Investment Period, all Commitments not drawn down willbe released from any further obligation to the Company with respect to the Sub-Fund for newinvestments, except in the following circumstances:

unfunded Commitments may be further drawn to finalize the development or financing ofprojects for which the General Partner has decided to invest prior to the end of theInvestment Period;

unfunded Commitments may be further drawn to finalize for the Sub-Fund’s operatingexpenses and for that purpose Investors will be required, at an extraordinary meeting ofthe Shareholders of the Company, to provide for the appropriate authorization to theGeneral Partner to so drawdown Commitments during the remaining term of the Sub-Fund.

6.5. Defaulting Investors

As further described under section VIII. “General Description of the Shares of the Company” sub-section “Commitments and Defaulting Investors” of the first part of this Placement Memorandum,



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if any Investor that has made a Commitment to the Company fails at any time to pay the relevantamounts due for value on the relevant payment date, the General Partner may decide to applythe Default Interest, without further notice, at a rate equal to EURIBOR 6 months, as published asat 11h00 a.m. (London time) on the relevant drawdown date by Reuters, plus five percent (5%)

per annum, until the date of full payment. The Default Interest shall be calculated on the basis ofthe actual number of days elapsed between the relevant payment date (inclusive) and the actualdate the relevant payment is received by the Company (exclusive). The General Partner may alsotake further actions against the Defaulting Investor as further described under section VIII.“General Description of the Shares of the Company” sub-section “Commitments and DefaultingInvestors” of the first part of this Placement Memorandum.

7. Minimum Commitment

The minimum Commitment per Investor will be ten million Euros (EUR 10,000,000.-) subjecthowever to the General Partner’s right to reject any offer from Investors for any reason or toaccept subscriptions in lesser amounts.

8. Investment liquid ity, free transferability of full y paid Investors Shares A and pre-emptionrights

8.1. Free transferability of fully paid Investors Shares A and pre-emption rights

In order to offer investment liquidity to the Shareholders of the Sub-Fund, and to the extent theSub-Fund shall only issue fully-paid-up Investors Shares A upon receipt of subscription proceeds,Investors Shares A in the Sub-Fund shall be freely transferrable to Eligible Investors, i.e. withoutany prior consent of the General Partner, subject, however, to the pre-emption rights granted tothe other Investors in the Sub-Fund. Transferors / sellers of Investors Shares A shall not

automatically be released from their outstanding obligations under their subscriptiondocumentation by the mere transfer of such Investors Shares A to another Eligible Investor,unless the Company has expressly released the relevant transferor / seller from its obligationsunder its subscription agreement, in particular with respect to the payment of the outstandingportion of its Commitment, as the case may be.

8.2. Pre-emption Rights in case of transfer or redemption

Investors have agreed that when a Shareholder of the Sub-Fund wishes to have all or part of itsInvestors Shares A redeemed (as registered in the register of Shareholders of the Company) orsell such Investors Shares A to a third party, the other holders of Investors Shares A, will have apre-emption right to purchase such Investors Shares A (i) on the same terms and conditions as

the proposed transferee in case of a sale of Shares, or (ii) at the applicable redemption priceforeseen under sub-section 8.3 “Redemptions and Lock-up Period” below, as applicable. Suchrights shall be exercised in accordance with the provisions below:

(i) in case of a sale of Investors Shares A, the party intending to transfer all or part of itsInvestors Shares A shall inform forthwith the Company by registered mail or facsimile one(1) month before the contemplated day of effectiveness of the transfer, specifying thenumber of Investors Shares A to be transferred, the proposed transfer price per InvestorsShare A, as well as the complete name or denomination, complete address and relevantinformation regarding the identification of the proposed transferee(s). The Company shallimmediately, and in any case within seven (7) Business Days as from the date ofreception of such written information notify each holder of Investors Shares A in the Sub-



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Fund by registered mail or facsimile on the possibility to purchase additional InvestorsShares A in the Sub-Fund.

(ii) in case of redemption of Investors Shares A, the party intending to have all or part of

its Investors Shares A redeemed shall follow the procedure described under sub-section8.3 “Redemptions and Lock-up Period” below. Upon receiving the information regardingthe contemplated redemption of Investors Shares A, the Administration Agent shallimmediately, and in any case within seven (7) Business Days as from the date ofreception of such written information, notify each holder of Investors Shares A in the Sub-Fund at the same time by registered mail or facsimile of the possibility to purchaseadditional Investors Shares A in the Sub-Fund. The pre-emption right shall be exercisedat a price per Share equal to the applicable Net Asset Value for such Shares as of thedate that would be applicable for the redemption of Investors Shares A in accordancewith sub-section 8.3 “Redemptions and Lock-up Period” below, in the absence ofexercise of such pre-emption right.

The Shareholders intending to exercise their pre-emption right to purchase Investors Shares A

shall inform the Company and the seller by registered mail or facsimile of their will to do so, andof the number of Shares to be purchased or redeemed within twenty-five (25) Business Daysfollowing the date of the notification from the Company, failing which the pre-emption right shallbe lost. If no Shareholder exercises such pre-emption right over the purchase or redemption ofInvestors Shares A within this seven (7) Business Days period, all pre-emption rights shall be lostand the seller shall be entitled to sell its Investors Shares A to the proposed transferee or obtainthe redemption of its Investors Shares A from the Sub-Fund.

The sale shall be completed, and reflected as such by the Registrar and Transfer Agent in theregister of Shareholders of the Sub-Fund, in proportion to the number of Shares held by each ofthe holders of Investors Shares A confirming their acceptance to purchase the Investors Shares

A.

The pre-emption right shall be exercised in proportion to the number of Investors Shares A heldby each Shareholder of the Sub-Fund. By not exercising in full its pre-emption right, a holder ofInvestors Shares A increases the other Sub-Fund holders of Investors Shares A rights for theamount of Investors Shares A which will not be acquired by such Shareholder.

Any transfer or assignment of Shares shall be subject to the purchaser or assignee thereof fullyand completely assuming in writing prior to the transfer or assignment, all outstanding obligationsof the seller under the subscription agreement entered into by the seller or otherwise and theprice for the relevant Shares will be payable by the purchasing Shareholder(s) within twenty (20)Business Days of the completion of such transfer, unless otherwise agreed amongst the relevantparties in the relevant share purchase agreement(s).

8.3. Redemptions and Lock-up Period

Shareholders are not authorised to request the redemption of their Investors Shares A during aperiod of six (6) years from the relevant issue date of the Investors Shares A to be redeemed (the“Lock-up Period”).

After the expiry of the Lock-up Period, Investors will have the right to obtain a redemption of amaximum of ten percent (10%) of the total amount of their respective Investors Shares A as ofthe date of the redemption request, with respect to one single Dealing Day (as defined below) atthe NAV then prevailing. The redemption price will be based on the Net Asset Value per InvestorsShares A being redeemed, calculated as of the Valuation Day immediately preceding the DealingDay. Redemption requests must be received by the Administration Agent no later than 16h00(Luxembourg time) eighteen (18) months before the applicable Valuation Day. Requests received



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after the deadline will take effect with respect to the next following Valuation Day.

Investors Shares A shall be redeemed and redemption proceeds shall be paid in Euro (EUR)within four (4) months after the applicable Valuation Day (the effective transaction date being

referred as the “Dealing Day”).

However, in case of significant redemption applications or in case of a lack of liquidity of asignificant portion of the assets of the Sub-Fund, the General Partner shall reserve the right tofinalise the Net Asset Value of the Investors Shares A only after carrying out the sales of assetsrequired, on behalf of the Sub-Fund. In that case, the redeeming shareholder may receive apartial payment of its redemption proceeds, to be considered as an advance on the finalredemption amount that will be determined once the relevant sales of assets have been finalised.In addition to the above, the General Partner may refuse to proceed with the redemption ofInvestors Shares A, when, at its sole discretion, such redemption may be detrimental to theinterests of the Sub-Fund and of the remaining shareholders, including when the Sub-Fundexperiences liquidity constraints.

In order to cover the transaction costs incurred by the Fund, the redemption price in relation toany redemption request relating to Investors Shares A made in compliance with the timingrequirements foreseen above shall be computed as follows:

Net Asset Valueper InvestorShare

x Number ofInvestors Shares A

x 0.92 = redemptionprice

(on the relevantValuation Day)

(for whichredemption isrequested)

8.4. Redempt ion in Specie

The Company shall have the right, if the General Partner so determines, to satisfy payment of theredemption price to any Shareholder who agrees, in specie by allocating to the Shareholder’sinvestments from the portfolio of assets of the Sub-Fund equal to the value of the InvestorsShares A to be redeemed. The nature and type of assets to be transferred in such case shall bedetermined on a fair and reasonable basis and without prejudicing the interests of the otherShareholders and the valuation used shall be confirmed by a special report of the auditor of theCompany (“réviseur d’entreprises agréé”). The costs of any such transfers shall be borne by thetransferee.

9. Management Fees and Other Costs

9.1 Management Fees

In consideration for the management services performed for the benefit of the Sub-Fund, theGeneral Partner is entitled to receive an annual management fee, paid quarterly in advance bythe Sub-Fund to the General Partner.

Any fees payable to the Investment Advisor in connection with the advisory and managementsupport services provided to the General Partner with respect to the management of the Sub-Fund, will as a rule be paid by the General Partner.



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- From the First Closing Date until the end of the Investment Period , the followingmanagement fee will be payable and equal to the highest of the following amount: (i) 1,8% ofFunded Commitments and (ii) a flat fee, as follows:

Tranches

Annual management fee = Maximum (A;B)

A/ Amount of FundedCommitments

B/ Flat fee

Commitments ranging from 0to EUR 75 million (excluded).

1,8% of such amount EUR 1,5 million

Commitments ranging fromEUR 75 million to EUR 150million (excluded).

1,8% of such amount EUR 2,5 million

Commitments ranging fromEUR 150 million to EUR 250

million (excluded).

1,8% of such amount EUR 3 million

Commitments ranging fromEUR 250 million to EUR 400million.

1,8% of such amount EUR 4 million

- Following the end of the Investment Period and during the Management Period , themanagement fee will be payable and equal to the highest of the following amounts:(i) 1,5% (A – B)

where A = aggregate Funded Commitments, and

where B = aggregate amount of proceeds received from the disposal of investments; and

(ii) EUR 1,5 million.

9.2 Sub-Fund Expenses

“Sub-Fund Expenses” means all specific expenses of the Sub-Fund (save for organisationalexpenses and, for the avoidance of doubt, the Investment Advisor’s own expenses), includingwithout limitation:

- expenses directly related to distributions and communications with Shareholders,- expenses related to the valuation of the Sub-Fund’s assets or Shares of the Sub-Fund,- travel expenses of employees, officers and directors of the Investment Advisor to the

extent that they relate to a specific identified or proposed investment, irrespective ofwhether such proposed investment shall be completed, as well as any other expensesborne by the Investment Advisor as further described in Section XV “Costs, Fees andExpenses” in the first part of this Placement Memorandum,

- expenses related to maintain the Sub-Fund’s books and records,- advisor fees and disbursements related to the Sub-Fund and its business, assets,

operations and affairs, including fees and disbursements of lawyers, tax advisers,auditors, technical and other consultants and custodians related to Investments orproposed Investments, irrespective of whether or not such proposed Investmentsproceed,

- all third party out-of-pocket costs and expenses related to identifying and analyzingpotential investments and realizing investments, including custodial, brokerage andfinders’ fees, commissions and expenses,



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- expenses related to claims, litigation or other extraordinary liabilities related to the Sub-Fund or any of its business, assets, operations or affairs,

- costs and expenses related to borrowings and hedging,- expenses related to the dissolution and liquidation of the Sub-Fund,

- income tax and other taxes and levies (including charges and fees payable to regulatory

agencies) payable by the Company and all expenses incurred by or for the Company inconnection with any tax audit, investigation, settlement or review of the Company,

- all costs and expenses related to intermediate holding vehicles,- the Management Fee,- all extraordinary expenses which, by their very nature, at the relevant time, (i) are not

typical of the Sub-Fund’s usual business, operations or affairs, (ii) are not expected toarise regularly over a certain number of years, and (iii) all are not recurring elementsconsidered in valuing the Sub-Fund’s usual operations.

9.3 Underlying entity project costs

Each subsidiary of the Company (as the case may be) shall bear its respective operatingexpenses such as, without limitation, any fees and expenses for legal counsel and auditors andappraisers and advice from any other experts, sourcing fees, insurance premiums and any taxes,fees or other governmental charges levied against each subsidiary arising in the regular course ofbusiness and in connection with the activities of the Sub-Fund.

10. Key Persons Event – Suspension Period

With respect to the activities of this Sub-Fund, the following persons are identified as KeyPersons:

Edifice Capital SAS;

Mr. Nicolas Boudeville; and Pierre Bordenave

10.1. Suspension Period

In case of occurrence of a Change of Control Event or Key Person Event referred to in section IV“Management, Governance and Administration”, sub-section A “The General Partner”, item “KeyPersons Event and Change of Control Event”, the Sub-Fund shall enter into a Suspension Periodduring which (except in case the Investment Period of the Sub-Fund is terminated) the GeneralPartner shall only be entitled to make, in respect the Sub-Fund, new investments, divestments orfollow-on investments (unless they were contractually committed at the time of the Change ofControl Event or Key Persons Event), with the prior favourable opinion of the Advisory Committee

of the Sub-Fund given by a majority of seventy-five percent (75%) of all members composing it. All other activities, rights and obligations of the Company, the General Partner and theircontractual counterparties shall remain valid and effective.

10.2. Key Persons Event

A Key Person Event within the meaning of section IV “Management, Governance and Administration”, sub-section A “The General Partner”, item “Key Persons Event and Change ofControl Event” shall occur with respect to this Sub-Fund (i) if either one of Edifice Capital SAS orMr. Nicolas Boudeville or concurrently Mr. Pierre Bordenave are no longer in a position to“actively participate” and devote such amount of time as shall be sufficient to ensure the successof the investment activities of the Sub-Fund.



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“ Acti vely Part ic ipate” has the following meaning, with respect to each of the following KeyPersons:

Edifice Capital SAS (or any duly approved successor Key Person) acts as Investment Advisor ofthe Company with respect to the investment activities of the Sub-Fund and participate insubstantially all of the decisions regarding the making or disposition of investments;

Mr. Nicolas Boudeville (or any duly approved successor Key Person) shall (A) devote not lessthan thirty percent (30%) of his business time and attention to the management of the Sub-Fund,(B) at all times be a member of the Board, and (C) participate in substantially all of the decisionsregarding the making or disposition of investments;

Pierre Bordenave (or any duly approved successor Key Person) shall (A) devote not less thanseventy percent (70%) of his business time and attention to the management of the Sub-Fund,and (B) participate in substantially all of the decisions regarding the making or disposition ofinvestments;

provided, however, that any Key Person shall without limitation be deemed to have ceased to Actively Participate in the management of the Sub-Fund if he or she is dead; mentally andphysically incapacitated, rendering them unable to work; adjudicated incompetent or insane;subject to bankruptcy; charged with a felony or other crime punishable by imprisonment; startedvoluntary liquidation or otherwise voluntarily or involuntarily withdraws from active participation inthe management of the assets of the Sub-Fund.

10.3. Termination of a Suspension Period

A Suspension Period shall terminate with respect to the Sub-Fund in the case of a Key PersonEvent, (i) automatically when the Key Persons Event is resolved by means of the appointment ofa successor to the applicable Key Person(s). The appointment of any successor Key Person shallbe subject to the prior approval of (i) the Advisory Committee by way of a resolution passed by anaffirmative vote of not less than seventy-five percent (75%) of the total value of Investors Shares

A issued to Shareholders represented at the Advisory Committee and (ii) the consent of thegeneral meeting of Shareholders of the Sub-Fund passed with a resolution adopted by (a) at leasttwo thirds (2/3) of the votes attached to all Investors Shares A issued by the Sub-Fund and validlycast by those present or represented at the meeting; and (b) a presence quorum requirement ofat least fifty percent (50%) of the capital of the Sub-Fund, at the first call and, if not achieved, withno quorum requirement for the second call. In each case, the decisions of the general meetingsof the Shareholders of the Sub-Fund shall be passed without the favourable vote of the GeneralPartner.

The Advisory Committee and the general meeting of Shareholders of the Sub-Fund areauthorised to waive the Suspension Period in the case of a Key Person Event despite the

absence of replacement of the relevant Key Person(s) in compliance with the voting and quorumrequirements specified in the paragraph hereabove.

A Suspension Period shall terminate with respect to the Sub-Fund in the case of a Change ofControl Event upon the approval of such change of control by the general meeting ofShareholders of the Sub-Fund with a decision adopted at a majority of at least sixty percent(60%) of the votes validly cast by the Shareholders present or represented at such meeting with afifty percent (50%) quorum requirement at the first meeting called to consider a resolution or, ifsuch quorum requirements are not met at such first meeting, then with a [fifty percent (50%)]quorum requirement for any succeeding meeting called to consider such resolution. In each case,the decisions of the general meetings of the Shareholders of the Sub-Fund shall be passedwithout the favourable vote of the General Partner.



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If the Suspension Period is not terminated within ten (10) months of the relevant Key PersonEvent or Change of Control Event, then the Investment Period shall automatically terminate withimmediate effect and the Sub-Fund shall immediately enter into liquidation.

11. Allocation of Profits and Distribu tions

Unrealized profits attached to, and proceeds deriving from income from and/or disposals of,Portfolio Investments will be allocated amongst Investors Shares A and Participating Shares andpaid as provided below, after the deduction of the appropriate management fees and operatingexpenses (including contingent liabilities) (in each case calculated separately with respect toInvestors Shares A issued on the same issue date).

Al locat ion of Profi ts between Investors Shares A and Part icipating Shares: With respect toeach Valuation Day after the end of the Initial Offering Period, Participating Shares shall beallocated twenty percent (20%) of unrealized profits attached to, and proceeds deriving fromincome from and/or disposals of, Portfolio Investments (the “Special Return”) to the extent profits

allocated to the Investors Shares A exceed a hurdle rate of eight per cent (8%) per annum withrespect to the amounts actually invested (the “Preferred Return”) by the holders of suchInvestors Shares A (it being specified for the avoidance of any doubt that the Preferred Return isto be considered as an IRR and that, therefore, any shortfall in Preferred Return during anyFinancial Year shall be carried over the next Financial Year under this rule of allocation of profitsamongst Investors Shares A and Participating Shares).

Distribution Constraints: Actual distributions may be made by means of annual dividends andinterim dividends to the extent feasible as well as by the redemption of Shares or the allocation ofthe Company’s liquidation proceeds, as the case may be, in compliance with the followingdistribution waterfall:

- firstly, before any distribution being made to the holders of Participating Shares, theholders of Investors Shares A will receive one hundred percent (100%) of all distributionsuntil they have received, in respect of Funded Commitments, aggregate distributionsequal to (i) ninety percent 90% of the amount of their aggregate Funded Commitments atthe date of such payments and (ii) a preferred return of eight (8%) per annum,compounded annually, on ninety percent (90%) of their aggregate Funded Commitmentsto the date of such payment;

- secondly, the holders of Participating Shares will receive one hundred percent (100%) ofall further distributions until the holders of Participating Shares have received an amountequal to the subscription price of the Participating Shares;

- thirdly, the holders of Investors Shares A shall be entitled to eighty percent (80%) offurther distributions, the remaining twenty percent (20%) being distributed to the holdersof Participating Shares.

No distribution to holders of Participating Shares shall be made unless holders of InvestorsShares have actually received the payments foreseen under the distribution waterfall here above.However, when any Investors Shares A are redeemed at the request of Investors in compliancewith the provisions stated in sub-section 8.3 “Redemption and Lock-up Period” above, thecumulative performance accrued/allocated to Participating Shares in respect of those InvestorsShares A shall be crystallized and a corresponding distribution may be organised at the requestof the holder of Participating Shares or otherwise pro rata amongst such holders of ParticipatingShares, as a performance remuneration pay out.

All, payable amounts to the holders of Participating Shares shall not be immediately paid to theirbeneficiaries but shall be transferred to a specific segregated reserve account (the “Escrow

Account”) until the expiration of a period ending on the earlier of (i) five (5) years after the relevant



distribution dates or (ii) the date when Investors Shares A have received one hundred percent(100%) of their aggregate Funded Commitments and the Preferred Return. Until then, thebeneficiaries of the distribution(s) of Special Return kept in escrow shall be entitled to receive anannual payout of up to twenty percent (20%) of the amounts kept in escrow (together with the

interest accrued), at the discretion of the General Partner, the claw-back obligations describedbelow being duly taken into consideration.

Claw-back. If, at the term of the Sub-Fund, (i) the distribution amounts received by the holders ofInvestors A Shares are not sufficient to provide such Shareholders with a return equal to a eightpercent (8%) compounded annually on their aggregate Funded Commitments in addition to thereimbursement of such Funded Commitments, or (ii) the aggregate amount received by theholders of Participating Shares is greater than twenty percent (20%) of the cumulative net profit ofthe Sub-Fund, the holders of Participating Shares shall contribute to the holders of Investors AShares the excess amount received.

12. Listing on the Luxembourg Stock Exchange

The General Partner does not intend to apply for the listing of the Shares of the Sub-Fund on theLuxembourg Stock Exchange or any other stock exchange.

13. Availability of the Net Asset Value and of other information

The Net Asset Value per Share of each Class will be available at the registered office of theGeneral Partner and/or with the Administration Agent.

14. Duration o f the Sub-Fund

The Sub-Fund is established for a limited duration of twelve (12) years as from the Last Closingdate. Exits may be realized by merger, sale, liquidation or IPO according to market conditions atthe time.