BHV Opportunites Fund SCA, SICAV-FIS

BHV Opportunites Fund SCA, SICAV-FIS Societe d'investissement a capital variable — fonds d'investissement specialise organisie sous la forme dune societe en commandite par actions Silge social: [address] CONSTITUTION DE SOCIETE DU [DATE] 2011 N° In the year two thousand and eleven on the [.J of [•]. Before us. Maitre 'name], notary residing in Luxembourg, Grand Duchy of Luxembourg. THERE APPEARED: 1. BHV Opportunities Fund Partners $A r.1., a private limited liability company (Societe d responsabiliM limitee) with registered office at [addressland incorporated under the laws of the Grand Duchy of Luxembourg pursuant to a deed of the Luxembourg notary Maitre [name] residing in [city], Grand Duchy of Luxembourg dated [date], [not yet registered with the Luxembourg Registre de Commerce et des Societes and whose articles of association have not yet been published in the Memorial C, Recueil Special des Societes el Associations': here represented by Maine [•], lawyer, residing in Luxembourg, by virtue of a proxy given by private seal; 2. [Banque Havilland SA], a public limited liability company (societe anon me) with registered office at [addre,, land incorporated under the laws of the Grand Duchy of Luxembourg pursuant to a deed of the Luxembourg notary Maitre [name] residing in [city], Grand Duchy of Luxembourg dated [date], registered with the Luxembourg Registre de Commerce et des Societes under number B [number] and whose articles of association have been published in the Mimoria/ C, Recueil Special des Societes et Associations on [date]. Such proxies, after signature rte varietur by the proxy holder of the appearing parties and the undersigned notary, shall remain attached to the present deed to be filed with it. Such appearing parties, in the capacity in which they act, have requested the notary to record as follows the articles of association of a societe d'investissement ri capital variable - fonds d'investissement specialise under the form of a partnership limited by shares (societe en commandite par actions) which they form between themselves. 1. ARTICLE 1. - FORM AND NAME 1.1 There exists a societe d'investissement ()capital variable - fonds d'investissement specialise under the form of a partnership limited by shares (sod& en commandite par actions) under the name of "BHV Opportunites Fund SCA, SICAV-FIS" (the Company). 1.2 The Company shall be governed by the law of 13 February 2007 relating to specialised investment funds, as amended (the 2007 Act), the law of 10 August 1915 on commercial companies, as amended (the Companies Act) (provided that in case of conflicts between the Companies Act and the 2007 Act, the 2007 Act shall prevail) as well as by these article of incorporation (the Articles). 0095739-0000004 1U:4297160.6 1 EFTA_R1_02029759 EFTA02690010 2. ARTICLE 2. - REGISTERED OFFICE 2.1 The registered office of the Company is established in Luxembourg. Grand Duchy of Luxembourg. It may be transferred within the boundaries of the municipality of Luxembourg (or elsewhere in the Grand Duchy of Luxembourg if and to the extent permitted under the Companies Act) by a resolution of the General Partner (as defined in article 15 below). 2.2 The General Partner shall further have the right to set up branches, offices, administrative centres and agencies wherever it shall deem fit, either within or outside of the Grand Duchy of Luxembourg. 2.3 Where the General Partner determines that extraordinary political or military developments or events have occurred or are imminent and that these developments or events would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances. Such temporary measures shall have no effect on the nationality of the Company which. notwithstanding the temporary transfer of its registered office, will remain a partnership limited by shares incorporated in the Grand Duchy of Luxembourg. 3. ARTICLE 3. - DURATION 3.1 The Company is formed for an unlimited duration, provided that the Company will however be automatically put into liquidation upon the termination of a Compartment (as defined in article 5.4) if no further Compartment is active at that time. 3.2 The Company may be dissolved with the consent of the General Partner by a resolution of the shareholders adopted in the manner required for the amendment of these Articles, as prescribed in article 21 hereto as well as by the Companies Act. 4. ARTICLE 4. - CORPORATE OBJECTS 4.1 The exclusive purpose of the Company is to invest the funds available to it with the purpose of spreading investment risks and affording its shareholders the results of its management. 4.2 The Company may take any measures and carry out any transaction, which it may deem useful for the fulfilment and development of its purpose and may. in particular and without limitation: (a) make investments whether directly or through direct or indirect participations in subsidiaries of the Company or other intermediary vehicles; (b) borrow money in any form or obtain any form of credit facility and raise funds through, including, but not limited to, the issue of equity, bonds, notes, promissory notes, and other debt or equity instrwnents; (c) advance, lend or deposit money or give credit to companies and undertakings; (d) enter into any guarantee, pledge or any other form of security, whether by personal covenant or by mortgage or charge upon all or part of the assets (present or future) of the Company or by all or any of such methods, for the performance of any contracts or obligations of the Company, or any director, manager or other agent of the Company, or any company in which the Company or its parent company has a direct or indirect interest, or any company being a direct or indirect shareholder of the Company or any company belonging to the same group as the Company; to the fullest extent permitted under the 2007 Act but in any case subject to the terms and limits set out in the Memorandum (as defined in article 5.4 below). 0095739-0000004 1U:4297160.6 2 EFTA_R1_02029760 EFTA02690011 5. ARTICLE 5. - SHARE CAPITAL 5.1 The capital of the Company shall be represented by fully paid up shares of no par value and shall at any time be equal to the value of the net assets of the Company pursuant to article 12. 5.2 The capital must reach one million two hundred and fifty thousand euro (EL1R1,250,000) within twelve months of the date on which the Company has been registered as a specialised investment fund (SIF) under the 2007 Act on the official list of Luxembourg SIFs, and thereafter may not be less than this amount. 5.3 The initial capital of the Company was of (thirty one thousand euro (EUR31,0009) represented by 1401 fully paid up shares with no par value and [ibl Management Share(s) (as defined in article 5.5 below). 5.4 The Company has an umbrella structure and the General Partner will set up separate portfolios of assets that represent Compartments as defined in article 71 of the 2007 Act (the Compartments, each a Compartment), and that are formed for one or more Classes (as defined under article 5.5). Each Compartment will be invested in accordance with the investment objective and policy applicable to that Compartment. The investment objective. policy and other specific features of each Compartment are set forth in the general section and the relevant special section of the confidential offering memorandum of the Company drawn up in accordance with article 52 of the 2007 Act (the Memorandum). Each Compartment may have its own funding. Classes, investment policy. capital gains, expenses and losses, distribution policy or other specific features. 5.5 Within a Compartment, the General Partner may, at any time, decide to issue one or more classes of shares (the Classes, each class of shares being a Class) the assets of which will be commonly invested but subject to different rights as described in the Memorandum, to the extent authorised under the 2007 Act and the Companies Act, including, without limitation, different: (a) type of target investors; (b) fees and expenses structures; (e) sales and redemption charge structures: (d) subscription and/or redemption procedures; (e) minimum investment and/or subsequent holding requirements; (0 shareholders servicing or other fees; (g) distribution rights and policy, and the General Partner may in particular, decide that shares pertaining to one or more Class(es) be entitled to receive incentive remuneration scheme in the form of carried interest, higher performance returns, lower performance or other fees or to receive preferred returns; (h) marketing targets; (1) transfer or ownership restrictions; reference currencies; provided that, at all times, the General Partner shall hold at least one share that is reserved to the General Partner, in its capacity as unlimited shareholder (acrionnalre germ's commandlre£) of the Company (the Management Share) and that a maximum of (one single] Management Share shall be issued by the Company per Compartment. 5.6 A separate net asset value per share, which may differ as a consequence of these variable factors, will be calculated for each Class in the manner described in article 12. 0095739-0000004 LU:4297160.8 3 EFTA_R1_02029761 EFTA02690012 5.7 The Company may create additional Classes whose features may differ from the existing Classes and additional Compartments whose investment objectives may differ from those of the Compartments then existing. Upon creation of new Compartments or Claccec, the Memorandum will be updated, if necessary. 5.8 Shares pertaining to a Class of shares may be further sub-divided in series of shares that will be considered for the purposes of the Companies Act as distinct categories of shares and any reference to a Class of shares in these Articles shall mean, where appropriate, a reference to a particular series of such Class of shares. The specific features of any such series will be as described in the Memorandum. 5.9 The Company is one single legal entity. However, in accordance with article 71(5) of the 2007 Act, the rights of the shareholder and creditors relating to a Compartment or arising from the setting-up, operation and liquidation of a Compartment arc limited to the assets of that Compartment. The assets of a Compartment are exclusively dedicated to the satisfaction of the rights of the shareholders relating to that Compartment and the rights of those creditors whose claims have arisen in connection with the setting-up, operation and liquidation of that Compartment, and there shall be no cross liability between Compartments, in derogation of article 2093 of the Luxembourg Civil Code. 5.10 The General Partner may create each Compartment for an unlimited or limited period of time; in the latter case. the General Partner may, at the expiration of the initial period of time, extend the duration of that Compartment one or more times, subject to the relevant provisions of the Memorandum. At the expiration of the duration of a Compartment, the Company shall redeem all the shares in the Class(es) of shares of that Compartment, in accordance with article 8. At each extension of the duration of a Compartment, the registered shareholders will be duly notified in writing by a notice sent to their address as recorded in the Company's register of shareholders. The Memorandum shall indicate whether a Compartment is incorporated for an unlimited period of time or, alternatively, its duration and, if applicable, any extension of its duration and the terms and conditions for such extension. 5.11 For the purpose of determining the capital of the Company, the net assets attributable to each Class will, if not already denominated in euro, be converted into euro. The capital of the Company equals the total of the net assets of all the Classes of all Compartments. 6. ARTICLE 6. - FORM OF SHARES 6.1 The Company only issues shares in registered form (actions nominatives) and shares will remain in registered form. 6.2 All issued registered shares of the Company shall be registered in the register of shareholders which shall be kept at the registered office by the Company or by one or more persons designated for this purpose by the Company, where it will be available for inspection by any shareholder. Such register shall contain the name of each owner of registered shares, his residence or elected domicile as indicated to the Company, the number and Class of registered shares held by him, the amount paid up on each share, and the transfer of shares and the dates of such transfers. The ownership of the shares will be established by the entry in this register. 6.3 The Company shall not issue certificates for such inscription, but each shareholder shall receive a written confirmation of his shareholding. 6.4 Shareholders shall provide the Company with an address to which all notices and announcements may be sent. Such address will also be entered into the register of shareholders. 6.5 In the event that a shareholder does not provide an address, the Company may permit a notice to this effect to be entered into the register of shareholders and the shareholder's address will be deemed to be at the registered office of the Company, or such other address as may be so entered into the register of shareholders by the Company from time to time, until another address shall be provided to the Company by such shareholder. A shareholder may, at any time, 0095739-0000004 1U:4297160.6 EFTA_R1_02029762 EFTA02690013 change his address as entered into the register of shareholders by means of a written notification to the Company at its registered office, or at such other address as may be set by the Company from time to time. 6.6 The Company will recognise only one holder per share. In case a share is held by more than one person, the Company has the right to suspend the exercise of all rights attached to that share until one person has been appointed as sole owner in relation to the Company. The same rule shall apply in the case of conflict between an usufruct holder (usyfruitier) and a bare owner (nu-proprietaire) or between a pledgor and a pledgee. Moreover, in the case of joint shareholders, the Company reserves the right to pay any redemption proceeds, distributions or other payments to the first registered holder only, whom the Company may consider to be the representative of all joint holders, or to all joint shareholders together, at its absolute discretion. 6.7 With the exception of the Management Share, the Company may decide to issue fractional shares. Such fractional shares do not carry voting rights, except where their number is such that they represent a whole share, but are entitled to participate in the net assets attributable to the relevant Class on a pro ram basis. 6.8 All shares issued by the Company may be redeemed by the Company at the request of the shareholders or at the initiative of the Company in accordance with, and subject to, article 8 of these Articles and the provisions of the Memorandum. 6.9 Subject to the provisions of article 10, the transfer of shares may be effected by a written declaration of transfer entered in the register of the shareholder(s) of the Company, such declaration of transfer to be executed by the transferor and the transferee or by persons holding suitable powers of attorney or in accordance with the provisions applying to the transfer of claims provided for in article 1690 of the Luxembourg civil code. The Company may also accept as evidence of transfer other instruments of transfer evidencing the consent of the transferor and the transferee satisfactory to the Company. 7. ARTICLE 7. - ISSUE OF SHARES 7.1 The General Partner is authorised, without limitation, to issue an unlimited number of fully paid up shares at any time without reserving a preferential right to subscribe for the shares to be issued for the existing shareholders. 7.2 With the exclusion of the Management Shares, shares arc exclusively reserved for subscription by well-informed investors within the meaning of article 2 of the 2007 Act (Well-Informed Investors). 7.3 The General Partner may impose conditions on the issue of share, any such condition to which the issue of shares may be submitted will be detailed in the Memorandum provided that the General Partner may, without limitation: (a) decide to set minimum commitments, minimum subsequent commitments, minimum subscription amounts, minimum subsequent subscription amounts and minimum holding amounts for a particular Class or Compartment; (b) impose restrictions on the frequency at which shares are issued (and, in particular, decide that shares will only be issued during one or more offering periods or at such other intervals as provided for in the Memorandum); (c) reserve shares of a Compartment or Class exclusively to persons or entities that have entered into, or have executed, a subscription document under which the subscriber undertakes inter alia to subscribe for shares, during a specific period, up to a certain amount and makes certain representations and warranties to the Company. As far as permitted under Luxembourg law, any such subscription document may contain specific provisions not contained in the other subscription documents; (d) determine any default provisions applicable to non or late payment for shares or restrictions on ownership of the shares; 0095739-0000004 1U:4297160.6 5 EFTA_R1_02029763 EFTA02690014 (e) in respect of any one given Compartment and/or Class, levy a subscription fee and/or waive partly or entirely this subscription fee; (0 decide that payments for subscriptions to shares shall be made in whole or in part on one or more dealing dates, closings or draw down dates at which such date(s) the commitment of the investor will be called against issue of shares of the relevant Compartment and Class; (g) set the initial offering period or initial offering date and the initial subscription price in relation to each Class in each Compartment and the cut-off time for acceptance of the subscription document in relation to a particular Compartment or Class. 7.4 Shares in Compartments will be issued at the subscription price calculated in the manner and at such frequency as determined for each Compartment (and, as the case may be, each Class) in the Memorandum. 7.5 A process determined by the General Partner and described in the Memorandum shall govern the chronology of the issue of shares in a Compartment. 7.6 The General Partner may, in its absolute discretion, accept or reject (partially or totally) any request for subscription for shares, and the General Partner may, at any time and from time to time and in its absolute discretion without liability and without notice, unless otherwise provided for in the Memorandum, discontinue the issue and sale of shares of any Class of shares in any one or more Compartments. 7.7 The Company may agree to issue shares as consideration for a contribution in kind of securities or assets, in accordance with Luxembourg law, in particular in accordance with the obligation to deliver a valuation report from an auditor (reviseur d'entreprises agree), and provided that such assets are in accordance with the investment objectives and policies of the relevant Compartment. All costs related to the contribution in kind are borne by the shareholder acquiring shares in this manner. Investor or shareholder's default 7.8 The failure of an investor or shareholder to make, within a specified period of time determined by the General Partner, any required contributions or certain other payments to the Company. in accordance with the terms of its application form, subscription document or agreement or commitment to the Company, entitles the Company to impose on the relevant investor or shareholder the penalties determined by the General Partner and detailed in the Memorandum which may include without limitation: (a) the right of the Company to compulsorily redeem all or part of the shares of the defaulting shareholder in accordance with the provisions of the Memorandum; (b) the right to require the defaulting shareholder to pay damages to the benefit of the Company; (c) the right for the Company to retain all dividends paid (or to be paid) or other sums distributed (or to be distributed) with regard to the shares held by the defaulting shareholder; (d) the right of the Company to require the defaulting shareholder to pay interest at such rate as set out in the Memorandum on all outstanding amounts to be advanced and costs and expenses in relation to the default; (e) the loss of the defaulting shareholder's right to be, or to propose, members of such consultative body, investment committee or other committee set up in accordance with the provisions of the Memorandum, as the case may be; (0 the loss of the defaulting shareholder's right to vote with regard to any matter that must be approved by all or a specified portion of the shareholders; 0098738-O0000041U:4297180.8 8 EFTA_R1_02029764 EFTA02690015 (g) the right of the Company to commence legal proceedings: (h) the right of the Company to reduce or terminate the defaulting shareholder's commitment: (I) the right of the other shareholders to purchase all or pan of the shares of the defaulting shareholder at a price determined in accordance with the provisions of the Memorandum: unless such penalties arc waived by the General Partner in its discretion. 7.9 The penalties or remedies set forth above and in the Memorandum will not be exclusive of any other remedy which the Company or the shareholders may have at law or under the subscription agreement, Memorandum or the relevant shareholder's commitment. 8. ARTICLE 8. - REDEMPTIONS OF SHARES General 8.1 The General Partner may create each Compartment as • a closed-ended Compartment, the shares of which are in principle not redeemable at the request of a shareholder: or • (an open-ended Compartment where any shareholder may request a redemption of all or part of its shares from the Company in accordance with the conditions and procedures set forth by the General Partner in the Memorandum and within the limits provided by law and these Articles. 8.2 Subject to the provisions of article 12, the redemption price per share will be paid within a period determined by the General Partner and disclosed in the Memorandum, as determined in accordance with the current policy of the General Partner, provided that any required transfer documents have been received by the Company. Redemptions may take place over one or more redemption dates, as specified in the Memorandum, and shareholders may be paid out at different redemption prices, calculated in accordance with the Memorandum. 8.3 Unless otherwise provided for in the Memorandum, the redemption price per share for shares of a particular Class of a Compartment corresponds to the net asset value per share of the respective Class less any redemption fee, if applicable. Additional fees may be incurred if distributors and paying agents are involved in a transaction. The relevant redemption price may be rounded up or down to the nearest unit of the currency in which it is to be paid, as determined by the General Partner. 8.4 A process determined by the General Partner and described in the Memorandum shall govern the chronology of the redemption of shares in a Compartment. The General Partner may impose conditions on the redemption of shares. Any such condition to which the redemption of shares may be submitted will be detailed in the Memorandum. The General Partner may impose restrictions on the frequency at which shares may be redeemed in any Class of shares and may, in particular, decide that shares of any Class shall only be redeemed on such valuation date as provided for in the Memorandum (the Redemption Date). 8.5 If, as a result of a redemption application, the number or the value of the shares held by any shareholder in any Class falls or shall fall below the minimum number or value specified at such time in the Memorandum, the Company may decide to treat such application as an application for redemption of all of that shareholder's shares in the given Class. 8.6 If, in addition, on a Redemption Date or at some time during a Redemption Date, redemption applications as defined in this article and conversion applications as defined in article 9 exceed a certain level set by the General Partner in relation to a given Class or Compartment, the General Partner may reduce proportionally part or all of the redemption and conversion applications in the manner deemed necessary by the General Partner, in the best 0095739-0000004 1U:4297160.6 7 EFTA_R1_02029765 EFTA02690016 interest of the Company and in accordance with the terms of the Memorandum. Such non-processed redemptions will then be given priority and dealt with ahead of other applications on the Redemption Date(s) following this period (but subject always to the foregoing limit and unless otherwise specified in the Memorandum). 8.7 The Company may satisfy payment of the redemption price owed to any shareholder, subject to such shareholder's agreement, in specie by allocating assets to the shareholder from the portfolio set up in connection with the Class(es) equal in value to the value of the shares to be redeemed (calculated in the manner described in article 12) as of the Valuation Date or the time of valuation when the redemption price is calculated if the Company determines that such a transaction would not be detrimental to the best interests of the remaining shareholders of the relevant Compartment. The nature and type of assets to be transferred in such case will be determined on a fair and reasonable basis and without prejudicing the interests of the other shareholders in the given Class or Classes, as the case may be. Thc valuation used will be confirmed by a special report of the auditor of the Company. The costs of any such transfers are borne by the transferee, unless otherwise provided for in the Memorandum. 8.8 All redeemed shares will be cancelled. 8.9 All applications for redemption of shares are irrevocable, except - in each case for the duration of the suspension - in accordance with article 13 of these Articles, when the calculation of the net asset value has been suspended or when redemption has been suspended as provided for in this article. 8.10 [In respect of open-ended Compartments, the Company will use all reasonable commercial efforts to satisfy redemption requests, recognising its obligation to balance such efforts with the interests of the relevant Compartment and the other Compartments as a whole and the interests of those shareholders who remain in the relevant Compartment and the other Compartments, but nothing will oblige the Company to meet any redemption request.) Redemption of shares at the initiative of the Company - Compulsory redemption of shares 8.11 The Company may redeem shares of any Class and Compartment, on a pro rata basis among shareholders, in order to distribute proceeds generated by an investment through returns or its disposal, subject to compliance with the relevant distribution scheme (and as the case may be. subject to compliance with the relevant re- investment rights) as provided for each Compartment and/or Class in the Memorandum (if any). The right of the Company to redeem shares of a Comparunentia Class under this article 8 may be subject to the prior approval or advice of such consultative body as set out for a particular Compartment in the Memorandum. 8.12 Thc Company will announce in due time the redemption by way of mail addressed to the shareholders by the General Partner. 8.13 The Company may compulsorily redeem the shares: (a) held by a Restricted Person as defined in article IL in accordance with the provisions of article II; (b) for the purpose of equalisation of existing investors and late investors (e.g., in case of admission of subsequent investors) if provided in respect of a specific Compartment in the Memorandum; (c) in case of liquidation or merger of Compartments or Classes, in accordance with the provisions of article 28; (d) held by a shareholder who fails to make, within a specified period of time determined by the General Partner, any required contributions or certain other payments to the Company (including the payment of any interest amount or charge due in case of default), in accordance with the terms of its subscription document in accordance with the provisions of the Memorandum; 0095739-O0000041U:4297180.6 EFTA_R1_02029766 EFTA02690017 (e) in all other circumstances, in accordance with the terms and conditions set out in the subscription document, these Articles and the Memorandum. 9. ARTICLE 9. - CONVERSION OF SHARES 9.1 Subject each time to the approval of the General Partner (which may be withheld at the General Partner's absolute discretion) and such terms and conditions as set out in the Memorandum, a shareholder may. if so provided in the Memorandum, convert all or part of its shares of a particular Class of shares of a Compartment into another Class of shares within the same Compartment or another Compartment. 9.2 If conversions are authorised in the Memorandum, a process determined by the General Partner and described in the Memorandum shall govern the chronology of the conversion of shares in a Compartment or from one Compartment to another Compartment. The General Partner may impose conditions on the conversion of shares which will be detailed in the Memorandum. A conversion application will be considered as an application to redeem the shares held by the shareholder and as an application for the simultaneous acquisition (issue) of the shares to be acquired. A conversion fee may be incurred. Additional fees may be incurred if distributors and paying agents are involved in a transaction. The prices of the conversion may be rounded up or down to the nearest unit of the currency in which they are to be paid, as determined by the General Partner. The General Partner may determine that balances of less than a reasonable amount to be set by the General Partner, resulting from conversions, will not be paid out to shareholders. 9.3 As a rule, unless otherwise provided for in the Memorandum, both the redemption and the acquisition pans of the conversion application should be calculated on the basis of the net asset value per share prevailing on the dealing date in respect of which the redemption part of the relevant conversion request is undertaken by the relevant Compartment. 9.4 Conversions may only be effected if, at the time, both the redemption of the shares to be convened and the issue of the shares to be acquired are simultaneously possible: there will be no partial execution of the application unless the possibility of issuing the shares to be acquired ceases after the shares to be convened have been redeemed. 9.5 All applications for the conversion of shares are irrevocable, unless otherwise provided for in the Memorandum. 9.6 If as a result of a conversion application, the number or the value of the shares held by any shareholder in any Class of shares falls below the minimum number or value that is then - if the rights provided for in this sentence are applicable - specified by the General Partner in the Memorandum, the Company may decide to treat the purchase pan of the conversion application as a request for redemption for all of the shareholder's shares in the given Class of shares; the acquisition part of the conversion application will remain unaffected by any additional redemption of shares. 9.7 Shares that arc convened to shares of another Class of shares will be cancelled. 10. ARTICLE 10. - TRANSFER OF SHARES - TRANSFER OF COMMITMENTS 10.1 The General Partner shall not sale, assign, transfer, exchange, pledge, grant a participation in, hypothecate. encumber or otherwise dispose of (each a Transfer) all or any part of its Management Shares or voluntarily withdraw as the general partner of the Company. 10.2 The Transfer of all or any part of any investor's shares or undrawn commitment (to the exclusion of the Management Shares) in any Compartment is subject to the provisions of this article and of the Memorandum. 10.3 No Transfer of all or any pan of any investor's shares or undrawn commitment in any Compartment, whether direct or indirect, voluntary or involuntary: 0095739-0000004 1U:4297160.6 9 EFTA_R1_02029767 EFTA02690018 (a) shall be valid or effective if: (i) the Transfer would result in a violation of any law or regulation of Luxembourg, the U.S., the UK or any other jurisdiction (including, without limitation, the U.S. Securities Act, any securities laws of the individual states of the United States, or ERISA) or subject the Company, a Compartment or an intermediary vehicle of the Company to any other adverse tax. legal or regulatory consequences as determined by the Company; (ii) the Transfer would result in a violation of any term or condition of these Articles or of the Memorandum; (iii) the Transfer would result in the Company, a Compartment or an intermediary vehicle of the Company being required to register as an investment company under the United States Investment Company Act of 1940, as amended; (b) and it shall be a condition of any Transfer (whether permitted or required) that: (i) such Transfer be approved by the General Partner (who may only refuse for a reasonable ground): (ii) the transferee represents in a form acceptable to the Company that such transferee is not a Restricted Person, and that the proposed Transfer itself does not violate any laws or regulations (including, without limitation, any securities laws) applicable to it; and (iii) the transferee is not a Restricted Person (as defined in article 11.1 below); (iv) (in respect of the Transfer of undrawn commitments) the transferee enters into a subscription agreement in respect of the relevant undrawn commitment so transferred: (v) simultaneously as the Transfer, the transferor transfers to the transferee all or the relevant portion of its undrawn commitment or remaining commitment; (vi) (unless otherwise agreed with the Company) the transferee undertakes to fully and completely assume all outstanding obligations of the transferor towards the Company under the transferor's subscription document, commitment or any other agreement setting out the terms of the participation of the transferor in the Company (including, for the avoidance of doubt. the provisions of the Memorandum) and that, in respect of Transfers of undrawn commitments, the General Partner be satisfied that the transferee has sufficient assets to comply with drawdown notices in respect of such undrawn commitment. 10.4 The transferor shall be responsible for and pay all costs and expenses (including any taxation) arising in connection with any permitted Transfer, including reasonable legal fees arising in relation thereto incurred by the General Partner, investment adviser (if any) or their affiliates and stamp duty or stamp duty reserve tax (if any) payable. The transferor and the transferee shall indemnify Indemnified Persons (as defined below), in a manner satisfactory to the General Partner, against any claims and expenses to which the Indemnified Persons may become subject arising out of or based upon any false representation or warranty made by. or breach or failure to comply with any covenant or agreement of, such transferor or transferee in connection with such Transfer. In addition, each shareholder agrees to indemnify the Company (or the relevant Compartment) and each Indemnified Person from any claims and expenses resulting from any Transfer or attempted Transfer of its interests in violation of this Memorandum (and the terms of their subscription agreement). 0095739-0000004 1U:4297160.6 10 EFTA_R1_02029768 EFTA02690019 II. ARTICLE 11. - OWNERSHIP RESTRICTIONS. 11.1 Without prejudice to the right of the General Partner to reject subscriptions by any investor in its entire discretion, the Company acting through its General Partner may in particular restrict or prevent the ownership of shares by any person if: (a) in the opinion of the Company such holding may be detrimental to the Company, any of its Compartments or intermediary vehicles; (b) it may result (either individually or in conjunction with other investors in the same circumstances) in: the Company, the General Partner, the investment adviser (if any), a Compartment or its intermediary vehicles incurring any liability for any taxation whenever created or imposed and whether in the Grand Duchy of Luxembourg, or elsewhere or suffering pecuniary disadvantages which the same might not otherwise incur or suffer, (ii) the Company or a Compartment being subject to the U.S. Employee Retirement Income Security Act of 1974, as amended; or (iii) the Company or a Compartment being required to register its shares under the laws of any jurisdiction other than the Grand Duchy of Luxembourg: (c) it may result in a breach of any law or regulation applicable to the relevant individual or legal entity itself, the Company, the General Partner or any Compartment, whether Luxembourg law or other law (including anti-money laundering and terrorism financing laws and regulations); (d) such person is not a Well-Informed Investor; (e) the Company may become exposed to tax disadvantages or other financial disadvantages that it would not have otherwise incurred; (such individual or legal entities are to be determined by the General Partner and arc defined herein as Restricted Persons). 11.2 For such purposes the Company may: (a) decline to issue any shares and decline to register any Transfer of shares or of corresponding undrawn commitment, where such registration, or Transfer would result in legal or beneficial ownership of such shares or undrawn commitment by a Restricted Person; and (b) at any time require any person, whose name is entered in the register of shareholders or of undrawn commitments or who seeks to register a Transfer in the register of shareholders or of undrasvn commitments, to deliver to the Company any information, supported by affidavit, which the Company may consider necessary for the purpose of determining whether or not beneficial ownership of such shareholder's shares/undrawn commitment rests with a Restricted Person, or whether such registration will result in beneficial ownership of such shares/undrawn commitment by a Restricted Person. 11.3 If it appears that a shareholder of the Company is a Restricted Person, the Company shall be entitled to, in its absolute discretion: (a) decline to accept the vote of the Restricted Person at the general meeting of shareholders (the General Meeting) and disregard its vote on any matter requiring the consent of shareholders who together exceed 50% of the voting rights of the Company or exceed 50% of the total capital contributions to the relevant Compartment, as appropriate; and/or 0095739-O0000041U:4297160.6 11 EFTA_R1_02029769 EFTA02690020 (b) retain all dividends paid or other sums distributed with regard to the shares held by the Restricted Person; and/or (c) instruct the Restricted Person to sell his/her/its shares and to demonstrate to the Company that this sale was made within thirty (30) days of the sending of the relevant notice, subject each time to the applicable restrictions on Transfer as set out in article 10; and/or (d) (e) reduce or terminate the Restricted Person's undrawn commitment; and/or compulsorily redeem all shares held by the Restricted Person at a price based on the lesser of (i) the latest available net asset value of the shares at the date on which the General Partner becomes aware that the shareholder is a Restricted Person (the moment of consideration being irrelevant if the net asset value is equal to zero or negative), and (ii) the aggregate Capital contribution of the Restricted Person, less a penalty fee calculated in accordance with the terms of the Memorandum or at such price as is set out in the Memorandum. 11.4 The exercise of the powers by the Company in accordance with this article may in no way be called into question or declared invalid on the grounds that the ownership of shares was not sufficiently proven or that the actual ownership of shares did not correspond to the assumptions made by the Company on the date of the purchase notification, provided that the Company exercised the abovenamed powers in good faith. 12. ARTICLE 12. - CALCULATION OF NET ASSET VALUE 12.1 The net asset value of each Class in each Compartment shall be expressed in the Reference Currency in accordance with Luxembourg law as of each valuation date, as stipulated in the Memorandum (each a Valuation Date). 12.2 The net assets of the Company are at any time equal to the total of the net assets of the various Compartments. 12.3 The administrative agent of the Company shall under the supervision of the Company compute the net asset value per Class in the relevant Compartment as follows: each Class participates in the Compartment according to the portfolio and distribution entitlements attributable to each such Class. The value of the total portfolio and distribution entitlements attributed to a particular Class of a particular Compartment on a given Valuation Date adjusted with the liabilities relating to that Class on that Valuation Date represents the total net asset value attributable to that Class of that Compartment on that Valuation Date. The assets of each Class will be commonly invested within a Compartment but subject to different fee structures, distribution, marketing targets, currency or other specific features as it is stipulated in the Memorandum. A separate net asset value per share, which may differ as a consequence of these variable factors, will be calculated for each Class as follows: the net asset value of that Class of that Compartment on that Valuation Date divided by the total number of shares of that Class of that Compartment then outstanding on that Valuation Date. 12.4 The value of all assets and liabilities not expressed in the Reference Currency of a Compartment or Class will be converted into the Reference Currency of such Compartment or Class at the relevant rates of exchange prevailing on the relevant Valuation Date. If such quotations are not available, the rate of exchange will be determined with prudence and in good faith by or under procedures established by the General Partner. 12.5 For the purpose of calculating the net asset value per Class of a particular Compartment, the net asset value of each Compartment shall be calculated by calculating the aggregate of: (a) the value of all assets of the Company which arc allocated to the relevant Compartment in accordance with the provisions of these Articles; less 0095739-0000004 1U:4297160.6 12 EFTA_R1_02029770 EFTA02690021 (b) all the liabilities of the Company which are allocated to the relevant Compartment in accordance with the provisions of these Articles, and all fees attributable to the relevant Compartment, which fees have accrued but are unpaid on the relevant Valuation Date. 12.6 The total net assets of the Company will result from the difference between the gross assets (including the market value of Investments owned by the Company and its intermediary vehicles) and the liabilities of the Company based on a consolidated view, provided that (a) the equity or liability interests attributable to shareholders derived from these financial statements will be adjusted to take into account the fair (i.e. discounted) value of deferred tax liabilities as determined by the Company in accordance with its internal rules; (b) the acquisition costs for investments (including the costs of establishment of intermediary vehicle, as the case may be) shall be amortised over the planned strategic investment period of each of such investment, as confirmed by the investment adviser (if any) or General Partner, or for a maximum period of five (5) years rather than expensed in full when they are incurred; and (c) the set up costs for the Company and any Compartment shall be amortised over a maximum period of five (5) years rather than expensed in full when they are incurred. 12.7 The assets of a Compartment shall include: (a) all investments registered in the name of the Company for the account of the relevant Compartment or any intermediary vehicles; (b) all cash in hand or on deposit, including any interest accrued thereon, owned by such Compartment; (c) all bills and demand notes payable and accounts receivable (including proceeds of properties, property rights, securities or any other assets sold but not delivered) owned by such Compartment; (d) all financial instruments and securities including but not limited to bonds, time notes, certificates of deposit, shares, stocks, debentures, debenture stocks, subscription rights, warrants, options and similar assets owned or contracted for by the Compartment; (e) all stock dividends, cash dividends and cash payments receivable by the Compartment to the extent information thereon is reasonably available to the Compartment; (f) all rentals accrued on any real estate properties or interest accrued on any interest-bearing assets owned by the Compartment except to the extent that the same is included or reflected in the value attributed to such asset; (g) the formation expenses of the Compartment, including the cost of issuing and distributing shares of the Compartment, insofar as the same have not been written oft and (h) all other assets of any kind and nature including expenses paid in advance. 12.8 The value of the assets of the Company will be determined as follows: (a) the interests in unlisted finds registered in the name of the relevant Compartment or in the name of an intermediary vehicle shall be valued at their last official and available net asset value, as reported or provided by such funds or their agents, or at their last unofficial net asset values (i.e., estimates of net asset values) if more recent than their last official net asset values. The official or unofficial net asset value of a fund may be adjusted for subsequent capital calls and distributions and applicable redemption charges where appropriate. The General Partner may adjust the net asset value or other 0095739-O0000041U:4297160.6 13 EFTA_R1_02029771 EFTA02690022 valuation so provided where the General Partner considers such net asset valuation or other valuation information does not accurately reflect the Company's or the Compartment's interests in such fund. whether because such information has been generated after a delay from the fund's own valuation point, change in markets or otherwise. The net asset value is final and binding notwithstanding that it may have been based on unofficial or estimated net asset values: (b) the interests of investments registered in the name of the relevant Compartment or in the name of an intermediary vehicle which arc listed on a stock exchange or dealt in another regulated market will be valued on the basis of the last available published stock exchange or market value; (c) the value of any cash on hand or on dcposit, bills and demand notes and accounts, receivable. prepaid expenses, cash dividends and interest declared or accrued as aforesaid, and not yet received shall be deemed to be the full amount thereof, unless it is unlikely to be received in which case the value thereof shall be arrived at after making such discount as the General Partner may consider appropriate in such case to reflect the true value thereof; (d) any transferable security and any money market instrument negotiated or listed on a stock exchange or any other organised market will be valued on the basis of the last known price, unless this price is not representative, in which case the value of such an asset will be determined on the basis of its fair value estimated in good faith by the General Partner; (e) unlisted securities or securities not traded on a stock exchange or any other regulated market as well as listed securities, or securities whose quoted price is, in the opinion of the General Partner, not representative of actual market value, will be valued at their last known price or, in the absence of such price, on the basis of their probable realisation value, as determined with prudence and in good faith by the General Partner, provided that investments in private equity securities not listed or dealt in on any stock exchange or on any other regulated market will be estimated with due care and in good faith, taking due account of the guidelines and principles for valuation of portfolio companies set out by International Private Equity and Venture Capital Valuation Guidelines, published by the European Venture Capital Association (EVCA), the British Venture Capital Association (BVCA) and the French Venture Capital Association (AFIC) in March 2005, as may be amended from time to time; (1) investments registered in the name of the relevant Compartment or in the name of an intermediary vehicle, other than mentioned in article 12.8 (a) to (d) will be valued as more fully