Top Banner
1 OFFERING DOCUMENT GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé FEBRUARY 2015 APPLICATIONS FOR SUBSCRIPTION ARE RESERVED TO WELL-INFORMED INVESTORS WHO, ON THE BASIS OF THIS CONFIDENTIAL OFFERING DOCUMENT, THE ARTICLES AND THE RELEVANT SUBSCRIPTION FORM, HAVE MADE THEIR OWN ASSESSMENT OF THE CONDITIONS OF THEIR PARTICIPATION IN THE COMPANY. ACCORDINGLY, IT IS THE RESPONSIBILITY OF PARTICIPATING INVESTORS TO DETERMINE WHETHER THEIR RIGHTS AND OBLIGATIONS AS MEMBERS ARE SUITABLE FOR THEM. VISA 2015/98329-8167-0-PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 2015-03-02 Commission de Surveillance du Secteur Financier
47

OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

Jul 19, 2020

Download

Documents

dariahiddleston
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Page 1: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

1

OFFERING DOCUMENT

GINKGO SICAV SIF

Société d'investissement à capital variable

Fonds d'investissement spécialisé

FEBRUARY 2015

APPLICATIONS FOR SUBSCRIPTION ARE RESERVED TO WELL-INFORMED INVESTORS WHO, ON THE BASIS OF THIS CONFIDENTIAL OFFERING DOCUMENT, THE ARTICLES AND THE RELEVANT SUBSCRIPTION FORM, HAVE MADE THEIR OWN ASSESSMENT OF THE CONDITIONS OF THEIR PARTICIPATION IN THE COMPANY. ACCORDINGLY, IT IS THE RESPONSIBILITY OF PARTICIPATING INVESTORS TO DETERMINE WHETHER THEIR RIGHTS AND OBLIGATIONS AS MEMBERS ARE SUITABLE FOR THEM.

VISA 2015/98329-8167-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 2015-03-02Commission de Surveillance du Secteur Financier

Page 2: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

2

IMPORTANT INFORMATION

This Offering Document is submitted on a confidential private placement basis to a number of Well-Informed Investors who have expressed an interest in purchasing Shares in GINKGO SICAV SIF, a Luxembourg fonds d'investissement specialisé (specialised investment fund) organised as a société

d'investissement à capital variable (investment company with variable capital) and formed as a société en

commandite par actions (corporate partnership limited by shares) in accordance with the Law of 2007 (the Company). Unless otherwise defined, capitalised terms used throughout this Offering Document shall have the meanings ascribed to such terms in the Section "Definitions" of the General Section.

This Offering Document has been prepared solely for the consideration of prospective Well-Informed Investors in the Company and is circulated to a limited number of Well-Informed Investors on a confidential basis solely for the purpose of evaluating an investment in the Company. This Offering Document supersedes and replaces any other information provided by the General Partner and its respective representatives and agents in respect of the Company. However, the Offering Document is provided for information only, and is not intended to be and must not alone be taken as the basis for an investment decision.

By accepting this Offering Document and any other information supplied to potential Investors by the General Partner, the recipient agrees that such information is confidential. Neither it nor any of its employees or advisors will use the information for any purpose other than for evaluating an investment in the Company or divulge such information to any other party and acknowledges that this Offering Document may not be photocopied, reproduced or distributed to others without the prior written consent of the General Partner. Each recipient hereof by accepting delivery of this Offering Document agrees to keep confidential the information contained herein and to return it and all related materials to the Company if such recipient does not undertake to purchase any of the Shares. The information contained in the Offering Document and any other documents relating to the Company may not be provided to persons (other than professional advisors) who are not directly concerned with any Investor's decision regarding the investment offered hereby.

By accepting this Offering Document, potential Investors in the Company are not to construe the contents of this Offering Document or any prior or subsequent communications from the Company, the General Partner, the Service Providers or any of their respective officers, members, employees, representatives or agents as investment, legal, accounting, regulatory or tax advice. Prior to investing in the Shares, potential Investors should conduct their own investigation and analysis of an investment in the Company and consult with their legal advisors and their investment, accounting, regulatory and tax advisors to determine the consequences of an investment in the Shares and arrive at an independent evaluation of such investment, including the applicability of any legal sales or investment restrictions without reliance on the Company, the General Partner, the Service Providers or any of their respective officers, members, employees, representatives or agents. Neither the Company, the General Partner, the Service Providers nor any of their respective officers, members, employees, representatives or agents accepts any responsibility or liability whatsoever for the appropriateness of any potential Investors investing in the Company.

The Shares have not been registered under the United States Securities Act of 1933 (the "Securities Act"),

and the Company has not been registered under the United States Investment Company Act of 1940. The

Shares may not be offered, sold, transferred or delivered, directly or indirectly, in the United States, its

territories or possessions or to U.S. Persons (as defined in Regulation S under the Securities Act) except

to certain qualified U.S. institutions in reliance on certain exemptions from the registration requirements

of the Securities Act. Neither the Shares nor any interest therein may be beneficially owned by any other

U.S. Person. The Company seeks to qualify as a Restricted Fund for the purposes of the Foreign Account

Tax Compliance Act (the “FATCA”, as implemented through the Intergovernmental Agreement concluded

between Luxembourg and the United States on 28 March 2014, the "FATCA IGA" ). As a consequence, the

Page 3: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

3

Shares (other than Shares that are both distributed by and held through a participating FFI) shall not be

offered or sold directly to Specified U.S. Persons, Nonparticipating Financial Institutions, or passive NFFEs

with one or more substantial U.S. owners (as defined or aimed by the FATCA) and subsequent transfers

of Shares to such Specified U.S. Persons, Nonparticipating Financial Institutions, or passive NFFEs with

one or more substantial U.S. owners are prohibited. GINKGO SICAV SIF may repurchase Shares held by a

U.S. Person or refuse to register any transfer to a U.S. Person as it deems appropriate to assure

compliance with the Securities Act. GINKGO SICAV SIF may repurchase Shares directly held by Specified

U.S. Persons, Nonparticipating Financial Institutions, or passive NFFEs with one or more substantial U.S.

owners as it deems appropriate to assure compliance with the FATCA. See Heading "Shares".

The text of the Articles is integral to the understanding of this Offering Document. Potential Investors

should review the Articles carefully. In the event of any inconsistency between this Offering Document

and the Articles, the Articles shall prevail.

Prior to investing in Shares, potential Investors should obtain a copy of the relevant Subscription Form which contains, inter alia, representations on which the Company may accept subscription for Shares. The Articles, the Service Agreements, the Subscription Form and related documentation are described in summary form herein; these descriptions do not purport to be complete and each such summary description is subject to, and qualified in its entirety by reference to, the actual text of the Articles, the Service Agreements, the Subscription Form and related documentation, including any amendment thereto.

The most recent annual report of the Company will be available, once published, at the registered office of the Company and will be sent to Investors upon request. Statements made in the Prospectus are based on the law and practice currently in force as at the date hereof in Luxembourg and are subject to change. The Articles of Incorporation give powers to the General Partner to impose such restrictions as they may think necessary for the purpose of ensuring that no Shares in the Company are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the opinion of General Partner might result in the Company incurring any liability or taxation or suffering any other disadvantage which the Company may not otherwise have incurred or suffered (such persons being referred to as the "Restricted Persons"). The General Partner may compulsorily redeem all Shares held by any Restricted Persons.

The value of the Shares may fall as well as rise and an investor may not get back the amount initially

invested in the Company. Any income that is derived from the investment contemplated herein may

fluctuate. Shares may fluctuate in money terms and changes in currency exchange rates may, among

other things, cause the value of Shares to go up or down. The levels and bases of, and relieves from,

taxation may change.

Prospective investors should inform themselves and should take appropriate advice on the legal

requirements as to possible tax consequences, foreign exchange restrictions or exchange control

requirements which they might encounter under the laws of the countries of their citizenship, residence

or domicile and which might be relevant to the subscription, purchase, holding, redemption or disposal

of the Shares of the Company.

Data protection

Certain personal data of Investors (including, but not limited to, the name, address and invested amount of each Investor) may be collected, recorded, stored, adapted, transferred or otherwise processed and used by the Company, the General Partner, the Services Providers and the financial intermediaries of such Investors. In particular, such data may be processed for the purposes of account and distribution fee administration, anti-money laundering and terrorism financing identification, maintaining the register of Shareholders, processing subscription, redemption and conversion orders (if any) and payments of

Page 4: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

4

dividends to Shareholders and to provide client-related services. Such information shall not be passed on to any unauthorised third persons.

The Company may sub-contract to another entity (such as the Administrative Agent) the processing of personal data.

Each Investor has a right of access to his/her/its personal data and may ask for a rectification thereof in case where such data is inaccurate or incomplete.

By subscribing to the Shares, each investor consents to such processing of its personal data. This consent is formalised in writing in the Subscription Form used by the relevant intermediary.

Page 5: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

5

GENERAL INFORMATION

Registered Office

2, avenue Charles de Gaulle L-1653 Luxembourg Grand Duchy of Luxembourg General Partner

GINKGO ASSET MANAGEMENT S.à r.l. 2, avenue Charles de Gaulle L-1653 Luxembourg Grand Duchy of Luxembourg Managers of the General Partner

• Mr Emmanuel DONNAY de CASTEAU

• Mr Philippe CUELENAERE

• Mr Laurent DONNAY de CASTEAU

• Mr Olivier DESCLÉE de MAREDSOUS

Depositary and Paying Agent

ING Luxembourg S.A. 52, route d‘Esch L – 2965 Luxembourg Grand Duchy of Luxembourg Administrative Agent, Domiciliary, Registrar and Transfer Agent

CF FUND SERVICES S.A. 2, avenue Charles de Gaulle L-1653 Luxembourg Grand Duchy of Luxembourg Auditor

MAZARS LUXEMBOURG 10A, rue Henri M. Schnadt L-2530 - Luxembourg Grand Duchy of Luxembourg

Page 6: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

6

Table of contents

Page

GENERAL INFORMATION .................................................................................................................................... 5 DEFINITIONS ....................................................................................................................................................... 7 PART I - GENERAL SECTION............................................................................................................................... 11 1. THE COMPANY ..................................................................................................................................... 11 2. MANAGEMENT AND ADMINISTRATION .............................................................................................. 13 3. INVESTMENT OBJECTIVE, STRATEGY ................................................................................................... 17 4. INVESTMENT RESTRICTIONS ............................................................................................................... 18 5. SHARE CAPITAL AND SHARES .............................................................................................................. 19 6. SUBSCRIPTION FOR SHARES ................................................................................................................ 21 7. CONVERSION OF SHARES .................................................................................................................... 23 8. REDEMPTION OF SHARES .................................................................................................................... 24 9. PROTECTION AGAINST LATE TRADING AND MARKET TIMING PRACTICES ......................................... 26 10. SUSPENSION AND REJECTION OF SUBSCRIPTIONS ............................................................................. 26 11. TRANSFER OF SHARES ......................................................................................................................... 26 12. OWNERSHIP RESTRICTIONS ................................................................................................................. 27 13. ANTI-MONEY LAUNDERING AND TERRORIST FINANCING REQUIREMENTS ....................................... 28 14. CALCULATION OF NAV ......................................................................................................................... 28 15. TEMPORARY SUSPENSION OF THE CALCULATION .............................................................................. 31 16. GENERAL MEETING .............................................................................................................................. 32 17. FISCAL YEAR AND REPORTING ............................................................................................................. 33 18. DIVIDENDS ........................................................................................................................................... 33 19. DISSOLUTION/LIQUIDATION ............................................................................................................... 33 20. TAXATION ............................................................................................................................................ 37 21. INDEMNITY .......................................................................................................................................... 38 22. CONFLICT OF INTERESTS ...................................................................................................................... 38 23. EXPENSES ............................................................................................................................................. 39 24. RISK FACTORS ...................................................................................................................................... 40 Part II – APPENDICES ........................................................................................................................................ 42 “PATRIMOINE” .................................................................................................................................................. 43 1. INVESTMENT OBJECTIVES AND STRATEGY .......................................................................................... 43 2. MANAGEMENT PROCESS..................................................................................................................... 43 3. SPECIFIC RISK FACTORS ....................................................................................................................... 44 4. CHARACTERISTICS ................................................................................................................................ 45

Page 7: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

7

DEFINITIONS

In this Offering Document, the following terms have the following meanings:

Accumulation Class means a Class for which it is not intended to make distributions, as set out in the relevant Appendix;

Administrative Agent means CF Fund Services S.A., in its capacity as administrative agent, registrar and transfer agent and domiciliary and corporate agent of the Company;

AIF means an alternative investment fund within the meaning of the AIFM Directive;

AIFM means an alternative investment fund manager authorised in accordance with the AIFM Directive;

AIFMD-CDR means Commission Delegated Regulation 231/2013 of 19 December 2012 supplementing the AIFM Directive with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision;

AIFM Directive means Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No 1095/2010;

AIFM Rules means the AIFM Directive, the AIFMD-CDR, the Law of 2013 as well as any implementing measures of the AIFM Directive or the Law of 2013;

Appendix means each and every supplement to this Offering Document describing the specific features of a Sub-Fund. Each such supplement is to be regarded as an integral part of the Offering Document;

Articles means the articles of association of the Company, as amended from time to time;

Auditor means MAZARS LUXEMBOURG;

Business Day means a day on which banks are generally open for business in Luxembourg (excluding Saturdays and Sundays and public holidays);

Circular 07/309 means the CSSF circular of 3 August 2007 providing for guidelines as to the minimum level of risk diversification that must be ensured within the portfolio of a SIF, as may be amended or replaced from time to time;

Class or Classes means different types of Shares which are issued within a Sub-Fund where specific features with respect to placing, conversion or redemption charge, minimum subscription amount, dividend policy or other specific features may be applicable ;

Closed-ended Sub-Fund means a Sub-Fund the Shares of which are, in principle, not redeemable at the request of Shareholders;

Company means GINKGO SICAV SIF.;

Companies Law means the Luxembourg law of 10 August 1915 concerning commercial companies, as amended;

CSSF means the Commission de Surveillance du Secteur Financier, the Luxembourg regulator for the financial sector;

Page 8: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

8

Depositary means ING Luxembourg S.A., in its capacity as depositary and paying agent of the Company;

Distribution Class means a Class for which it is intended to make distributions, as set out in the relevant Appendix;

Distributor means any person from time to time appointed or authorised by the Company to distribute one or more Classes;

EU means the European Union;

Euro, € or EUR means the single currency of the member States of the Economic and Monetary Union;

FATCA means the Foreign Account Tax Compliance Act (“FATCA”), as applicable through the Intergovernmental Agreement concluded between Luxembourg and the United States on 28 March 2014;

First Closing means, such period or date as stipulated in the relevant Appendix;

Fiscal Year means a twelve months period ending on 31 December in each year, except for the first fiscal year which will start on the date of establishment of the Company and end on 31 December 2014;

General Meeting means the general meeting of the shareholders of the Company;

General Partner means GINKGO ASSET MANAGEMENT S.à r.l., a private limited liability company organised under the laws of Luxembourg, acting as the unlimited shareholder (associé gérant commandité) of the Company;

General Section means the Part I of the Offering Document that sets out the general terms and conditions applicable to all Sub-funds of the Company, unless otherwise provided in any of the Appendices;

Initial Offering Period means, the first offering of Shares in a Sub-Fund made pursuant to the terms of the Offering Document and the relevant Appendix;

Initial Subscription Price means, the amount stipulated in the relevant Appendix as the subscription price per Share for the relevant Class in connection with the Initial Offering Period or Initial Offering Date;

Institutional Investors means investors who qualify as institutional investors according to Luxembourg Law;

Intermediary Vehicle means any Subsidiary or other company, entity or arrangement (such as a limited partnership, unit trust or trust) in which one or more Sub-Fund(s) holds any direct or indirect interest (whether characterised as equity, debt or otherwise, including a co-investment or fractional interest), specifically established for the purpose of structuring the holding of one or more Investment(s), or other analogous entity controlled, directly or indirectly, by the Company or its affiliates;

Investment means any investment of the Company ;

Investor means any person that contemplates to subscribe for Shares and, where the context requires, shall include that person as a Shareholder of the Company;

Law of 2010 means the Luxembourg law of 17 December 2010 concerning undertakings for collective investment, as may be amended from time to time;

Law of 2007 means the Luxembourg law of 13 February 2007 relating to SIFs, as may be amended from time to time;

Page 9: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

9

Law of 2013 means the Luxembourg law of 12 July 2013 on alternative investment fund managers (AIFM), as may be amended from time to time;

Limited Shareholder means the holder of one or more Ordinary Shares and whose liability is limited to the amount of his/her/its investment in the Company, in the relevant Sub-Fund or Class;

Liquid Assets means cash or cash equivalents, including, inter alia and without limitation, investments in units of money market funds, time deposits and regularly negotiated money market instruments the remaining maturity of which is less than 12 months, treasury bills and bonds issued by OECD member countries or their local authorities or by supranational institutions and organisations with European Union, regional or worldwide scope as well as bonds admitted to official listing on a stock exchange or dealt on a regulated market, issued by first-class issuers and highly liquid;

Luxembourg means the Grand Duchy of Luxembourg;

Luxembourg Law means the applicable laws and regulations of Luxembourg;

Management Shares means shares subscribed by the General Partner as Unlimited Shareholder (actionnaire gérant commandité);

Mémorial means the Mémorial C, Recueil des Sociétés et Associations, the Luxembourg official gazette;

Minimum Holding Amount means the minimum value or number of Shares which must be held at any time by an Investor, as stipulated for each Class in each Sub-Fund in the relevant Appendix;

Minimum Subscription Amount means the minimum value or number of Shares which a Shareholder or subscriber must subscribe for in a particular Class in a particular Sub-Fund in which the Shareholder or subscriber does not hold that particular Class prior to such subscription, as stipulated for each Class in each Sub-Fund in the relevant Appendix;

Minimum Subsequent Subscription Amount means minimum value or number of Shares which a Shareholder or subscriber must pay when subscribing for additional Shares of a particular Class in the relevant Sub-Fund, as stipulated for each Class in each Sub-Fund in the relevant Appendix;

Net Asset Value or NAV means the net asset value of the Company, each Class and each Share as determined in accordance with Section 13 of the General Section;

OECD means the Organisation for Economic Co-operation and Development;

Offering Document means this confidential Offering Document, as amended or supplemented from time to time;

Open-ended Sub-Fund means a Sub-Fund where any Shareholder may request redemption of all or part of its Shares from the Company, in accordance with the terms of the relevant Appendix;

Ordinary Shares - means shares subscribed by the Limited Shareholders (actionnaires commanditaires) in the share capital of the Company, the Sub-Fund or the Class;

Professional Investor means any person who qualifies as a professional investor within the meaning of Annex III of the law of 5 April 1993 on the financial sector, as amended;

Redemption Fee means the redemption charge levied by the Company in relation to the redemption of Shares of any Class in any Sub-Fund (if any), details of which are set out in the relevant Appendix;

Page 10: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

10

Redemption Request means a written request by a Shareholder to have all or part of its Shares redeemed by the Company;

Reference Currency means, (i) in relation to the Company, the currency in which the Net Asset Value of the Company is calculated, i.e. the EUR, and (ii) in relation to each Sub-Fund and Class, the currency in which the Net Asset Value of such Sub-Fund or Class is calculated, as stipulated in the relevant Appendix;

Restricted Person has the meaning set out in Section 12 of the General Section;

Service Agreements means the depositary and paying agent agreement, the central administration agreement and any other agreement between the Company on account of one or more Sub-Fund(s) and any other Service Provider;

Service Providers means the Depositary, the Administrative Agent, and any other person who provides services to the Company from time to time;

Shareholder means an owner of Shares;

Shares means the shares issued by the Company from time to time;

SICAV means a Luxembourg société d’investissement à capital variable (investment company with variable capital);

SIF means a fonds d'investissement spécialisé (a specialised investment fund) in accordance with the Law of 2007;

Sub-Fund means a separate portfolio of assets established for one or more Classes of the Company which is invested in accordance with a specific investment objective. The specifications of each Sub-Fund will be described in their relevant Appendix;

Subscription Fee means the subscription fee levied by the Company in relation to the subscription for any Class in any Sub-Fund, details of which are set out in the relevant Appendix;

Subscription Form means, the form of subscription to a Sub-Fund to be executed by each potential Investor

pursuant to which, where accepted by the Company, the Investor will subscribe or commit to subscribe for

Shares in the Sub-Fund and Class identified in such form;

UCI means undertaking for collective investment;

Unlimited Shareholder means the General Partner which holds one or more Management Shares and which will be, in its capacity as Unlimited Shareholder, liable without any limits for any obligations that cannot be met out of the assets of the Company;

Valuation Day means the Business Day(s) specified in each Appendix, or any other day as the General Partner may decide in its absolute discretion, on which the NAV per Share of the Sub-Funds is calculated;

Well-Informed Investors means any well-informed investors within the meaning of article 2 of the Law of 2007.

Page 11: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

11

PART I - GENERAL SECTION

The General Section applies to all Sub-Funds of the Company. The specific features of each Sub-Fund and Class are set forth in the Appendices.

1. THE COMPANY

Corporate form - Legal regime

1.1 The Company is a Luxembourg société d'investissement à capital variable - fonds d'investissement spécialisé (investment company with variable capital - specialised investment fund), governed by the Law of 2007, the Companies Law and the Articles.

1.2 The Company qualifies itself as an AIF within the meaning of the AIFM Directive and the Law of 2013.

The General Partner applied for registration as an “External AIFM” in accordance with article 3(3) of the Law of 2013 and pursuant to the AIFMD-CDR. As External AIFM, the General Partner is in charge of ensuring compliance with the applicable AIFM Rules.

1.3 The Company is a corporate partnership limited by shares (société en commandite par actions) incorporated on the 22nd January 2014. The Company is registered with the Luxembourg trade and companies register under the number B 184.135. The Articles were published on the 11th March 2014 in the Mémorial C, Recueil Spécial des Sociétés et Associations N°628.

1.4 A Luxembourg corporate partnership limited by shares (société en commandite par actions) is a company established by contract between one or more shareholders who are indefinitely, jointly and severally liable for the obligations of the company and one or more shareholders who only contribute a specific share of capital. Therefore, it is comprised of:

(a) the Unlimited Shareholder or General Partner (associé gérant commandité) holding one or more Management Shares (actions de l’associé gérant commandité) and who will be liable without any limits for any obligations that cannot be met out of the assets of the Company; and

(b) the Limited Shareholders (actionnaires commanditaires) holding one or more Ordinary Shares (actions ordinaires de commanditaires) whose liability is limited to the amount of their investments in the Company.

1.5 No measure affecting the interests of the Company vis-à-vis third parties and no decision with a view to amend the Articles may be taken without the affirmative vote of the General Partner (associé gérant commandité).

1.6 The capital of the Company is at all times equal to the value of its net assets. The Company was incorporated with an initial capital of EUR 31,000.-. The share capital of the Company must reach an amount in EUR which is at least the equivalent of EUR 1,250,000.- within a period of 12 months following its authorisation by the CSSF.

1.7 The registration of the Company pursuant to the Law of 2007 does not constitute a positive assessment by any Luxembourg authority as to the adequacy or accuracy of this Offering Document or as to the assets held in the various Sub-Funds.

Page 12: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

12

Umbrella structure - Sub-Funds and Classes

1.8 The Company issues Management Shares and Ordinary Shares as described in Section 1.3. above.

1.9 The Company has an umbrella structure consisting of one or several Sub-Funds. A separate portfolio of assets is maintained for each Sub-Fund and is invested in accordance with the investment objective and policy applicable to that Sub-Fund. The investment objective, policy, as well as the other specific features of each Sub-Fund (such as risk profile, duration (including limited duration) and exit strategies) are set forth in the relevant Appendix.

1.10 The Company is one single legal entity. However, in accordance with article 71(5) of the Law of 2007, the rights of the Investors and creditors relating to a Sub-Fund or arising from the setting-up, operation and liquidation of a Sub-Fund are limited to the assets of that Sub-Fund. The assets of a Sub-Fund are exclusively dedicated to the satisfaction of the rights of the Investors relating to that Sub-Fund and the rights of those creditors whose claims have arisen in connection with the setting-up, operation and liquidation of that Sub-Fund.

1.11 The General Partner may, at any time, create additional Sub-Funds whose investment objectives or other features may differ from those of the Sub-Funds then existing. In that event the Offering Document will be updated, if necessary, or supplemented by a new Appendix.

1.12 Each Sub-Fund is treated as a separate entity and operates independently, each portfolio of assets being invested for the exclusive benefit of this Sub-Fund. A purchase of Shares relating to one particular Sub-Fund does not give the holder of such Shares any rights with respect to any other Sub-Fund.

1.13 A Sub-Fund (the Investing Sub-Fund) may invest in one or more other Sub-Funds. Any acquisition of Shares of another Sub-Fund (the Target Sub-Fund) by the Investing Sub-Fund is subject to the following conditions:

- the Target Sub-Fund does not, in turn, invest in the Investing Sub-Fund;

- the voting rights attached to the Shares of the Target Sub-Fund held by the Investing Sub-Fund are suspended during the investment by the Investing Sub-Fund;

- the value of the Shares of the Target Sub-Fund held by the Investing Sub-Fund are not taken into account for the purpose of assessing the compliance with the minimum capital requirement of the Company.

1.14 Within a Sub-Fund, the General Partner may decide to issue one or more Classes the assets of which will be commonly invested but subject to different fee structures, distribution, marketing targets, currency or other specific features as further detailed in this Offering Document and/or the Articles. A separate Net Asset Value per Share, which may differ as a consequence of these variable factors, will be calculated for each Class. Upon creation of new Classes, the Offering Document will be updated, if necessary, or supplemented by a new Appendix.

1.15 Presently, the Company is comprised of a single Sub-Fund, namely the “PATRIMOINE”. Each Sub-Fund is described in more detail in the relevant Appendix.

1.16 Shares of different Classes within each Sub-Fund may, unless otherwise provided for in the relevant Appendix, be issued, redeemed and converted at prices computed on the basis of the Net Asset Value per Share, within the relevant Sub-Fund, as defined in the Articles and in accordance with the provisions of the relevant Appendix.

Page 13: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

13

1.17 Shares are exclusively reserved for subscription by Well-Informed Investors. In addition, Investors should note that some Sub-Funds or Classes may not be available to all Well-Informed Investors.

Term of the Company - Term of the Sub-Funds

1.18 The Company has been incorporated with an unlimited duration provided that the Company will however be automatically put into liquidation upon the termination of a Sub-Fund if no further Sub-Fund is active at this time.

1.19 The Sub-Funds may be created with a finite life in which case they will be automatically liquidated at the relevant termination date, as further described in the relevant Appendix.

Listing

1.20 It is not envisaged that the Shares be listed on a stock exchange or on a regulated or alternative market.

2. MANAGEMENT AND ADMINISTRATION

2.1 General Partner

(a) The General Partner is “GINKGO ASSET MANAGEMENT S.à r.l.”, a private limited liability company (société à responsabilité limitée) incorporated on the 22nd January 2014 under the Companies Law with a share capital of EUR 12,500.-.

The General Partner is registered with the Luxembourg trade and companies register under the number B 184.189. The Articles were published on the 11th March 2014 in the Mémorial C, Recueil Spécial des Sociétés et Associations N°629.

(b) The General Partner is fully and exclusively responsible for the performance of the overall investment policy and objectives, management and administration of the Company.

(c) The General Partner will manage the assets of the Company and the Sub-Funds in compliance with the Articles and the provisions of this Offering Document for the sole benefit, and in the best interest, of the Shareholders.

(d) The board of managers of the General Partner will consist of the following members:

- Mr Emmanuel DONNAY de CASTEAU has worked 14 years managing individual portfolio for institutional, individual, HNWI an UHNWI within different banks such as BGL BNP Paribas, Bank Sarasin Europe, ING Luxembourg and Puilaetco.

Page 14: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

14

- Mr Philippe CUELENAERE is Managing Partner at Phoenixwatt Sàrl, which leads

private equity projects in the renewable energy sector. He worked 16 years in the financial sector at the end of which he was Member of Executive Committee at Petercam Luxembourg, in charge of asset management, internal audit and risk. He was conducting officer of a self-managed UCITS IV-compliant Luxembourg SICAV and is still board member of a SICAV-SIF. Prior to this, he worked as senior credit analyst with Banque Paribas Belgique.

- Mr Laurent DONNAY de CASTEAU is a senior lawyer (Brussels bar) specialized in tax

law. He is Manager of DCGC, a law firm. He works (as counsel) with Loyens & Loeff Advocaten – Avocats SCRL, for more than 14 years. His area of expertise consists in advising on corporate tax issues including corporate cross-border transactions, corporate restructurings, private equity, structured financing and treasury centers, holdings, mergers and acquisitions, joint ventures, etc.

- Mr Olivier DESCLÉE de MAREDSOUS has been working for GDF Suez Group and its

subsidiary Electrabel SA for more than 18 years where he has occupied for the major part of his career various financial positions such Controlling, M&A, and Internal Audit. He previously worked 3 years as statutory auditor at E&Y and as a legal consultant at GBL SA.

(e) The Managers are entitled to receive remuneration in accordance with usual market practice.

2.2 Investment Manager

In order to carry out the investment policy the External AIFM may, if and when it deems it opportune, appoint one or more investment managers for each Sub-Fund (the “Investment Manager”). The appointment of an Investment Manager shall be subject to the prior CSSF’s approval. The appointment of an Investment Manager will be indicated in the specific information concerning the relevant Sub-Fund(s) contained in Appendix.

2.3 Investment Adviser

In addition, the General Partner may designate one or more investment adviser(s) (the “Investment Adviser”) who will be paid by the Company or by the General Partner out of its own assets. The Investment Adviser provides the General Partner with advice, reports and recommendations in connection with the management of the assets of the Sub-Funds and shall advise the General Partner as to the selection of the securities and other assets constituting the portfolios of the Sub-Funds. The General Partner will not be bound by the advice provided by the Investment Adviser. The appointment of an Investment Adviser will be indicated in the specific information concerning the relevant Sub-Fund(s) contained in Appendix.

Page 15: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

15

2.4 Depositary

(a) ING Luxembourg S.A. is the depositary and paying agent of the Company pursuant to a depositary and paying agent agreement entered into for an unlimited period of time between the Company and the Depositary (the Depositary and Paying Agent Agreement).

(b) The Depositary is a company organised in the form of a Société Anonyme (Public Company) under the laws of Luxemburg and has its registered office at 52, Route d’Esch, L-1470 Luxembourg. It has engaged in banking activities since its incorporation on 15/09/1960, its total capital and reserves amounted to EUR 1.571.- million as at 31.12.12.

(c) In accordance with the Depositary and Paying Agent Agreement, the 2007 Law and Luxembourg Law, the Depositary will carry out the usual duties regarding custody of the assets of the Company, cash and securities deposits and may entrust its correspondents with the safekeeping of certain assets. The Depositary will be responsible in accordance with Luxembourg Law and with the Depositary and Paying Agent Agreement for the safekeeping of all assets of the Company whether held by the Depositary itself or by a correspondent of the Depositary.

(d) The Company and the Depositary may terminate the Depositary and Paying Agent Agreement upon ninety (90) days prior written notice given by one party to the other and provided the replacement of the Depositary occurs within three months. The Depositary shall continue to act as depositary pending replacement and until all assets of the Company have been transferred to the successor depositary.

(e) The fees and costs of the Depositary for the above functions are met by the Company and are conform to common practice in Luxembourg.

2.5 Administrative, domiciliary and registrar and transfer agent

(a) CF Fund Services S.A. acts as administrative agent, registrar and transfer agent and domiciliary agent of the Company pursuant to a central administration agreement entered into for an unlimited period of time between the Company and the Administrative Agent (the “Central Administration Agreement”).

(b) The Administrative Agent will have as its principal function among other things the calculation of the Net Asset Value of the Shares of each Sub-Fund on each Valuation Day in accordance with, and based on the methodology set forth in, this Offering Document and the Articles. The Administrative Agent will also keep the accounts of the Company and arrange for the preparation and publication of the accounts and annual financial reports of the Company. In so keeping and preparing the Company's accounts, the Administrative Agent will direct the Intermediary Vehicles to provide to the Administrative Agent any information necessary for the keeping and preparation of such accounts. In its capacity as registrar and transfer agent, the Administrative Agent will be responsible among other things for processing issues, redemptions and transfers of Shares, for the maintenance of the register of Shares of the Company and will ensure that Investors are Well-Informed Investors (the “Registrar and Transfer Agent”).

(c) The Company and the Administrative Agent may terminate the Central Administration Agreement upon sixty (60) days prior written notice given by one party to the other.

Page 16: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

16

(d) The fees and costs of the Administrative Agent for the above functions are met by the Company and are conform to common practice in Luxembourg.

2.6 Auditor

MAZARS LUXEMBOURG shall be appointed as the Company's auditor and shall fulfil all duties prescribed by the Law of 2007.

2.7 Distributors and Nominees

(a) The Company may appoint Distributors to distribute Shares of different Sub-Funds from time to time. The Distributor may appoint one or more sub-distributors.

(b) Distributors may offer to enter into arrangements with investors to provide nominee services in relation to the Shares or to arrange for third party nominee service providers to provide such nominee services to the underlying investors.

(c) All Distributors and nominee service providers must be (i) professionals of the financial sector of a Financial Action Task Force (FATF) member country which are subject under their local regulations to anti money laundering rules equivalent to those required by Luxembourg law or (ii) professionals established in a non-FATF member State provided they are a subsidiary of a professional of the financial sector of a FATF member State and they are obliged to follow anti money laundering and terrorism financing rules equivalent to those required by Luxembourg law because of internal group policies. Whilst and to the extent that such arrangements subsist, such underlying investors will not appear in the Register and will have no direct right of recourse against the Company.

(d) The terms and conditions of distribution agreements with arrangements to provide nominee services will have to allow that an underlying investor who (i) has invested in the Company through a nominee and (ii) is not a Restricted Person, may at any time, require the transfer in his name of the Shares subscribed through the nominee. After this transfer, the investor will receive evidence of his/her/its shareholding at the confirmation of the transfer from the nominee.

(e) Investors may subscribe directly to the Company without having to go through a Distributor or nominee.

(f) The Company may enter into retrocession fee arrangements with the Distributors in relation to their distribution services, provided that any such arrangement will be designed to enhance the quality of the service to the investors and must not impair compliance with the Company and the Distributor's duty to act in the best interests of the investors.

Page 17: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

17

(g) Anti-money laundering and Anti Terrorist Financing measures in force in the Grand Duchy of Luxembourg require subscribers for shares to declare and to provide evidence of declarations made to the Administrative Agent and the Depositary their identity and the origin of the assets or the identity and the origin of the assets of any intended beneficial owners of the shares (if they are not the subscriber e.g. where the subscriber is a corporate entity or acts as trustee, distributor or nominee, this trustee, distributor or nominee will make sure that it has established controls to determine the identity and the origin of the assets of subscribers (and any person on whose behalf they are acting)) in compliance with the applicable rules in Luxembourg. Therefore, subscriptions will only be processed by the Administrative Agent if it is possible to establish that these controls have been effected or the application is accompanied by the relevant documentation.

3. INVESTMENT OBJECTIVE, STRATEGY

3.1 The Company is restricted solely to Well-Informed investors such as Institutional Investors and other investor who meets the following conditions:

(a) he has confirmed in writing that he adheres to the status of well-informed investor, and

(b) he has invested a minimum of 125,000.- Euro in the Company, or, when investing less, he has been the subject of an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC or by a management company within the meaning of Directive 2009/65/EC certifying his expertise, his experience and his knowledge in adequately appraising an investment in the Company.

The conditions set forth above are not applicable to the General Partner and other persons who are involved in the management of the Company.

3.2 The General Partner of the Company has determined the investment objective and policies of each Sub-Fund as described in the relevant Appendix. There can be no assurance that the investment objective for any Sub-Fund will be attained. Pursuit of the investment objective and policies of any Sub-Fund must be in compliance with the risk spreading rules and investment policy applicable to the relevant Sub-Fund.

3.3 The General Partner may, at its discretion, alter investment objectives of each Sub-Fund provided that any material change in the investment objectives and policies is notified to Shareholders at least one month prior to effecting such a change in order to enable Shareholders to request redemption or conversion of their Shares, free of charge, during such period. In addition, this Offering Document shall be updated accordingly.

3.4 The Company may invest (directly or indirectly) in any kind of assets (derivatives for hedge purposes only), which are eligible under the Law of 2007.

Page 18: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

18

4. INVESTMENT RESTRICTIONS

4.1 Unless otherwise provided for in the relevant Appendix in relation to a particular Sub-Fund:

General

(a) any Sub-Fund shall not invest more than 30% of its gross assets in any one Investment;

(b) the restriction set out under Section 4 of the General Section is not applicable to the acquisition of:

(i) units or shares of ucis that are subject to risk diversification requirements comparable to those set out in the circular 07/309; and

(ii) securities issued or guaranteed by a member state of the OECD or by its local authority or by supranational institutions and organisations with european, regional or worldwide scope.

(c) Each compartment of a target UCI with multiple compartments is considered as a distinct target UCI for the purpose of the investment restrictions and limits set out under Sections 4 and 4.1(b) above provided that the principle of segregation of the assets and liabilities of the different compartments is ensured.

Borrowing

(d) Each Sub-Fund may borrow permanently (through loans, repurchase obligations or otherwise either directly or at the level of any Intermediary Vehicle) and for investment purposes, to meet funding commitments in underlying investments or for working capital purposes, and secure those borrowings with liens or other security interests in, or mortgages on, its assets (or any of its Intermediary Vehicles) provided that a Sub-fund may not, at any point in time, incur a level of borrowing in excess of 10% of its gross assets.

Derivatives

(e) The Sub-Funds may only use derivatives for hedge purposes.

Kick off period

The Investment Restrictions of this Section 4 may not be complied with during a transitional period as will be set out in respect of the relevant Appendix in relation to a particular Sub-Fund, provided that the General Partner will endeavour to ensure, at all times, an appropriate level of diversification of risk within the portfolio of the Sub-Funds.

Page 19: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

19

Security interests – Guarantees

In accordance with each of the Sub-Funds' investment objective and policy, the Company may, for the account of the relevant Sub-Fund, give guarantees and grant security in favour of third parties to secure the Sub-Fund's obligations and the obligations of Intermediary Vehicles and it may grant any assistance to Intermediary Vehicles, including, but not limited to, assistance in the management and the development of such companies and their portfolio, financial assistance, loans, advances or guarantees. It may pledge, transfer, encumber or otherwise create security over some or all of its or its Sub-Funds' assets.

5. SHARE CAPITAL AND SHARES

Investment by Well-Informed Investors

5.1 Shares (to the exclusion of the Management Shares) are exclusively reserved for Well-Informed Investors. The Company will not issue, or give effect to any Transfer of Shares to any Investor who is not a Well-Informed Investor.

5.2 The Company (and the Administrative Agent acting on behalf of the Company) reserves the right to request such information as is necessary to verify the identity of an Investor and its status in regard to the qualification as a Well-Informed Investor. In the event of delay or failure by the Investor to produce any information required for verification purposes, the Company (and the Administrative Agent acting on behalf of the Company) may refuse to accept the Subscription Form or transfer notice.

Description of the Shares

Classes of Shares

5.3 The capital of the Company is represented by fully paid Shares with no par value and may be represented by different Classes within each Sub-Fund, having e.g.

(a) a specific sales and redemption charge structure;

(b) a specific fees and expenses structure;

(c) different distribution rights, and the General Partner may in particular decide that Shares pertaining to one or more Class(es) be entitled to receive incentive remuneration scheme;

(d) different shareholders servicing or other fees;

(e) different types of targeted investors;

(f) different transfer or ownership restrictions;

(g) different Reference Currencies; and/or

(h) such other features as may be determined by the General Partner from time to time and described for each Sub-Fund in the relevant Appendix.

Page 20: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

20

5.4 Shareholders of the same Class will be treated pro-rata to the number of Shares held by them in the relevant Sub-Fund.

5.5 In relation to Classes that are denominated in a currency other than the Reference Currency of the Sub-Fund, the General Partner may employ techniques and instruments intended to provide protection so far as possible against movements of the currency in which the relevant Class is denominated against movements in the Reference Currency of the Sub-Fund. All costs and gains/losses of such hedging transactions are borne separately by the respective Classes. These Classes will not be leveraged as a result of such currency exposure. The Company shall not be obliged to utilise such currency hedging transactions.

Form of the Shares

5.6 The Shares are issued and will remain in registered form (actions nominatives) only. Shares are issued without par value and must be fully paid upon issue. The Shares are not represented by certificates. A holder of registered Shares shall receive a written confirmation of his or her shareholding.

5.7 The register of the Shareholders will be kept by the Administrative Agent on behalf of the Company, and will be available for inspection by any Shareholders. The register will contain the name of each owner of registered Shares, his residence or elected domicile as indicated to the Company and the number and Class of Shares held by it 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.

5.8 Each Shareholder shall provide the Company (and the Administrative Agent acting on behalf of the Company) with an address to which all notices and announcements may be sent. Such address shall also be entered into the register of Shareholders. Shareholders may, at any time, change their address as entered into the register of Investors by way of a written notification sent to the Company.

5.9 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 (usufruitier) and a bare owner (nu-proprietaire) or between a pledgor and a pledgee.

5.10 Title to Shares in registered form is transferred upon registration of the name of the transferee in the share register of the Company. The Company will not issue, or give effect to any Transfer of, Shares to any Investor who is a Restricted Person.

5.11 All Shares issued by the Company are redeemable Shares. The Company may therefore redeem Shares at the General Partner's discretion and, in particular in accordance with the Articles and the provisions of this Offering Document.

5.12 Shares shall have the same voting rights and shall have no pre-emptive subscription rights. All Shareholders have the right to vote at General Meeting. This vote can be exercised in person or by proxy. Each Share entitles its holder to one vote. No resolution of the General Meeting with a view to take a decision affecting the interests of the Company vis-à-vis third parties or to amend the Articles may be taken without the affirmative vote of the General Partner.

Page 21: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

21

5.13 The Company’s share capital is at all times equal to its Net Asset Value. The Company’s share capital is automatically adjusted when additional Shares are issued or outstanding Shares are redeemed, and no special announcements or publicity are necessary in relation thereto.

5.14 The General Partner shall hold Management Shares that are reserved to the General Partner, in its capacity as unlimited shareholder (actionnaire gérant commandité) of the Company.

5.15 With the exception of the Management Shares, fractional Shares will be issued to the nearest 1,000th of a Share, and such fractional Shares will not be entitled to vote (except where their number is so that they represent a whole Share, in which case they confer a voting right) but will be entitled to a participation in the net results and in the proceeds of liquidation attributable to the relevant Class in the relevant Sub-Fund on a pro rata basis.

5.16 Unless otherwise provided for in the relevant Appendix, the Company may agree to issue Shares as consideration for a contribution in kind of securities or other assets, provided that such securities or other assets comply with its Investment Objectives and Strategy of the relevant Sub-Fund and are in compliance with Luxembourg Law.

5.17 The Reference Currency of the Company is the EUR.

6. SUBSCRIPTION FOR SHARES

6.1 Applications instructions for the subscription of Shares may be made on any Business Day. Investors whose instructions for subscription are received by the Registrar and Transfer Agent before the appropriate dealing cut-off time as more fully described for each Sub-Fund in the relevant Appendix below, will be allotted Shares at a price corresponding to the Net Asset Value per Share as of the relevant Valuation Day. No forward or future dated instructions will be recognised and such instructions received by the Registrar and Transfer Agent prior to the appropriate dealing cut-off time on any Valuation Day will be processed at the applicable Valuation Day without reference to the applicant. If instructions are received by the Registrar and Transfer Agent after the appropriate dealing cut-off time applicable to the Valuation Day, the subscriptions will be deferred until the following Valuation Day. Unless otherwise specified in each Sub-Fund relevant Appendix below, subscription fees may be charged on the subscription of Shares in favour of the intermediaries involved in the offering of Shares.

6.2 Instructions for the subscription of Shares may be made by fax or by post. Applications for subscription should contain the following information (if applicable): the identity, address of the Shareholder requesting the subscription, the relevant Sub-Fund, ISIN code (if any), the relevant Class, the number of Shares or currency amount to be subscribed and confirmation in writing that the applicant adheres to the status of Well-Informed Investor (except for institutional or professional investors). All necessary documents to fulfill the subscription should be enclosed with such application. No liability shall be accepted by the Depositary, Registrar and Transfer Agent or the Fund for any delays or losses arising from incomplete documentation.

Page 22: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

22

6.3 The General Partner may, without limitation:

(a) decide to set, Minimum Holding Amount, Minimum Subscription Amount and Minimum Subsequent Subscription Amount for a particular Class or Sub-Fund;

(b) impose restrictions on the frequency at which Shares of a certain Class are issued (and, in particular, decide that Shares of a particular Class will only be issued during one or more offering periods or at such other intervals as provided for in the Appendix);

(c) reserve Shares of a Sub-Fund or Class exclusively to persons or entities that have entered into, or have executed, a Subscription Form under which the subscriber undertakes inter alia to subscribe for Shares, during a specified 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 Form may contain specific provisions not contained in the other Subscription Documents;

(d) determine any default provisions on non or late payment for Shares or restrictions on ownership in relation to the Shares;

(e) in respect of any one given Sub-Fund and/or Class, levy a Subscription Fee, Redemption Fee or conversion fee/charge and has the right to waive partly or entirely this subscription charge;

(f) decides 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 the commitment of the Investor will be called against issue of Shares of the relevant Sub-Fund and Class;

(g) set the Initial Issue Price, Initial Offering Period or Initial Offering Date, cut-off time for acceptance of Subscription Form, etc, in relation to a particular Sub-Fund or Class.

6.4 Confirmation statements will be mailed or e-mailed to Shareholders by the Company.

6.5 In addition, unless otherwise stated in the relevant Appendix for a particular Sub-Fund, if the General Partner determines that it would be detrimental to the existing Investors of the Company or the relevant Sub-Fund or Class to accept a subscription for Shares of any Class in any Sub-Fund that represents more than 10% of the net assets of such Class in such Sub-Fund, the General Partner may postpone the acceptance of such subscription and, in consultation with the incoming Investor, may require it to stagger its proposed subscription over an agreed period of time.

6.6 Settlement

Payments for subscriptions must be made within the time limits set out for each Sub-Fund in the Appendices of the Offering Document.

Shares will only be allotted upon receipt of notification from the Depositary that an authenticated electronic funds transfer advice or SWIFT message has been received provided that the transfer of money has been made in strict accordance with the instructions given in the electronic funds transfer form. In the event that the application has been made in a currency other than the Reference Currency of the Class within the relevant Sub-Fund(s), the Registrar and Transfer Agent will perform the necessary foreign exchange transactions. Investors should be aware that the costs to perform such foreign exchange transactions, amount of currency involved and the time of day at

Page 23: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

23

which such foreign exchange is transacted, will be supported entirely by said investor and will affect the rate of exchange. No liability shall be accepted by the Depositary, Registrar and Transfer Agent or the Fund for any costs or losses arising from adverse currency fluctuations.

6.7 Foreign Exchange

Payment shall be made in the Reference Currency of the Sub-Fund or, if applicable, in the denomination currency of the relevant Class as disclosed in each Sub-Fund relevant Appendix below in the form of electronic bank transfer net of all bank charges (except where local banking practices do not allow electronic bank transfers) to the order of the Depositary on the date the Net Asset Value of the allotted Shares is available.

6.8 Subscriptions in Kind

The General Partner may agree to issue Shares as consideration for a contribution in kind of appraisable assets to any Shareholder who agrees, in compliance with the conditions set forth by the Companies Law, in particular the obligation to deliver a valuation report from the Auditor of the Fund (“réviseur d'entreprises agréé”) which shall be available for inspection, and provided that such securities comply with the investment objectives and policies of the relevant Sub-Fund. Any costs incurred in connection with a contribution in kind of appraisable assets shall be borne by the relevant Shareholder.

6.9 Suspension of Issue

The General Partner may, at any time at its discretion, temporarily discontinue, cease definitely or limit the issue of Shares for a definite Sub-Fund. Furthermore there are circumstances under which conversions and redemptions may be deferred.

6.10 Ineligible Investors

The General Partner may, at any time at its discretion, temporarily discontinue, cease definitely or limit the issue of Shares to persons or corporate bodies residing or established in certain countries or territories. The General Partner may decide, at its sole discretion, to prohibit any persons or corporate bodies from acquiring Ordinary Shares. The Company may also prohibit certain persons or corporate bodies from acquiring Shares if such a measure is necessary for the protection of the Fund or any Sub-Fund, or the protection of the Shareholders of the Fund or any Sub-Fund. To make an initial subscription for Shares an Application Form must be completed and returned to the Registrar and Transfer Agent. Acceptance of applications will be subject to the minimum subscription requirements for each Share Class as set out in each Sub-Fund relevant Appendix and it is at the discretion of the General Partner, who does not need to assign any reason for rejecting an application, in whole or in part.

The Shares shall not be offered or sold directly to Specified U.S. Persons, Nonparticipating Financial Institutions, or passive NFFEs with one or more substantial U.S. owners (as defined or aimed by the FATCA).

7. CONVERSION OF SHARES

7.1 Unless otherwise stated in the relevant Appendix, Investors are not allowed to convert all, or part, of the Shares of a given Class into Shares of the same Class of another Sub-Fund. Likewise, unless otherwise stated in the relevant Appendix, conversions from Shares of one Class of a Sub-Fund to Shares of another Class of either the same or a different Sub-Fund are prohibited.

Page 24: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

24

7.2 If conversions of Shares are allowed between Classes of the same Sub-Fund or between Shares pertaining to a Class into Shares of the same Class of another Sub-Fund, then the applicable terms and conditions to conversion of Shares shall be as set forth in the relevant Appendix.

8. REDEMPTION OF SHARES

8.1 Shareholders may only request redemption of their Shares in accordance with the conditions set-forth in each Sub-Fund relevant Appendix. Where redemptions are prohibited until a definite date (hereafter a “Close-ended Period”), the General Partner may, without obligation and at its sole discretion, determine during such Close-ended Period, any particular redemption conditions from time to time. In such a case, these particular redemption conditions shall apply to all Shareholders within the same Class of Shares concerned. Any such repurchase will be considered as a distribution for the purpose of determining the rights of the holders of Ordinary Shares and Management Shares to participate in such repurchase. The repurchase price may, depending on the Net Asset Value per Share applicable on the date of repurchase, be higher or lower than the price paid at the time of subscription. A redeeming Shareholder may, therefore, realise a taxable gain or loss in connection with the redemption under the laws of the country of the Shareholder's citizenship, residence or domicile. Furthermore, it is the Shareholder’s responsibility to declare any taxable gain or income under the laws of the country of his citizenship, residence or domicile. No liability shall be accepted by the Company or any of its agents for any delays or omission to declare any taxable gain or income in connection with Shareholder’s investment in the Fund.

8.2 Only where redemptions are not refused by the General Manager, investors whose instructions for redemption are received by the Registrar and Transfer Agent before the appropriate dealing cut-off time, as more fully described for each Sub-Fund in the relevant Appendix below, will be redeemed at a price corresponding to the Net Asset Value per Share as of the relevant Valuation Day. No forward or future dated instructions will be recognised and such instructions received by the Registrar and Transfer Agent prior to the appropriate dealing cut-off time on any Valuation Day will be processed at the applicable Valuation Day without reference to the applicant. If instructions are received by the Registrar and Transfer Agent after the appropriate dealing cut-off time applicable to the Valuation Day, the redemption instruction will be deferred until the following Valuation Day. Unless otherwise specified in each Sub-Fund relevant Appendix below, redemption fees may be charged on the redemption of Shares in favour of the intermediaries involved in the offering of Shares.

8.3 Furthermore, an amount equal to any duties and charges attributable to the relevant Class of Shares which will be incurred upon the disposal of the Company's investments as at the date of redemption in order to fund such a redemption may be deducted. Any such redemption may be considered as a distribution in the context of the determination of the rights of the holders pursuant to the distribution policy as more particularly described herein.

8.4 Only where redemptions are specifically accepted by the General Partner, instructions for the redemption of Shares may be made by fax or by post. Applications for redemption should contain the following information (if applicable): the identity and address and register number of the Shareholder requesting the redemption, the relevant Sub-Fund, the relevant Class, the number of Shares or currency amount to be redeemed, the name in which such Shares are registered and full payment details, including name of recipient, bank and account number. All necessary documents to fulfil the redemption should be enclosed with such application. Redemption requests must be accompanied by a document evidencing authority to act on behalf of a particular Shareholder or power of attorney which is acceptable in form and substance to the Fund. All necessary documents to fulfil the redemption should be enclosed with such application to be considered valid on any

Page 25: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

25

particular Valuation Day. No liability shall be accepted by the Depositary, Registrar and Transfer Agent or the Fund for any delays or losses arising from incomplete documentation. Redemption requests made in accordance with the foregoing procedure shall be irrevocable, except that a Shareholder may revoke such request in the event that it cannot be honoured for any of the reasons specified in this Offering Document.

8.5 If, due to an application for redemption, a Shareholder would hold less than the minimum holding amount, described for each Sub-Fund in the relevant Appendix below, the General Partner may decide to compulsory redeem the entire amount of the Shares, on behalf of such Shareholder.

8.6 Redemption Proceeds

Payments for redemption price must be made within the time limits set out for each Sub-Fund in the Appendices of the Offering Document.

8.7 Foreign Exchange

Payment for such Shares will be made in the Reference Currency of the relevant Sub-Fund or, if applicable, in the denomination currency of the relevant Class as disclosed in each Sub-Fund relevant Appendix below or in any freely convertible currency specified by the Shareholder. In the last case, any conversion cost shall be borne by the relevant Shareholder.

8.8 Significant Redemptions

The Fund shall ensure that an appropriate level of liquidity is maintained in each Sub-Fund, Class of Shares so that, under normal circumstances, repurchase of Shares of a Sub-Fund, Class of Shares may be made by the Valuation Day.

Unless otherwise stipulated in the Appendices, if redemption requests relate to more than 10% of the Ordinary Shares in issue of the Sub-Fund, the General Partner may decide that part or all of such requests for redemption will be deferred proportionally for such period as the General Partner considers to be in the best interests of the Sub- Fund.

8.9 Redemptions in kind

The Company may agree to make, in whole or in part, a payment in-kind of Assets of the Sub-Fund in lieu of paying to Shareholders redemption proceeds in cash. The total or partial in-kind payment of the redemption proceeds may only be made (i) with the consent of the relevant Shareholder which consent may be indicated in the Shareholder's application form or otherwise and (ii) by taking into account the fair and equal treatment of the interests of all Shareholders. In addition, in-kind payments of the redemption proceeds will only be made provided that the Shareholders who receive the in kind payments are legally entitled to receive and dispose of the redemption proceeds for the redeemed Shares of the relevant Sub-Fund. In the event of an in-kind payment, the costs of any transfers of Assets to the redeeming Shareholder shall be borne by that Shareholder. To the extent that the Company makes in-kind payments in whole or in part, the Company will undertake its reasonable efforts, consistent with both applicable law and the terms of the in-kind appraisable assets being distributed, to distribute such in-kind Assets to each redeeming Shareholder pro rata on the basis of the redeeming Shareholder's Shares of the relevant Sub-Fund.

8.10 Side Pocket

In the event that for any reason whatsoever, the assets of a Class and/or Sub-Fund becomes, under exceptional circumstances, which are outside the control of the General Partner, illiquid or hard to value, the General Partner may decide to divide or split-up a Class and/or Sub-Fund into another

Page 26: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

26

Class and/or Sub-Fund (herein referred as to “Side Pocket”, as more fully described under items 19.14., 19.15. and 19.16.).

9. PROTECTION AGAINST LATE TRADING AND MARKET TIMING PRACTICES

The Fund and the Registrar and Transfer Agent ensures that the practices of Late Trading and Market Timing will be eliminated in relation to the distribution of Shares. The cut-off times for subscriptions and redemption as set out for each Sub-Fund in the relevant Appendix will be observed rigidly. The Investors do not know the Net Asset Value per Share at the time of their request for subscription, redemption or conversion.

10. SUSPENSION AND REJECTION OF SUBSCRIPTIONS

10.1 The General Partner may suspend or interrupt the issue of the Shares of any of the Sub-Funds at any time. It may do so particularly in the circumstances described under Section 15 “Temporary Suspension of the Calculation”. Moreover, it reserves the right, without having to give reasons for its decision, to:

- reject any subscription in whole or in part;

- redeem at any time Shares in the Company that were unlawfully subscribed or are unlawfully held.

10.2 When, after a suspension of the issue of Shares of one or more Sub-Funds for any period of time, the General Partner decides to resume such issue, all pending subscriptions will be processed on the basis of the same Net Asset Value determined after calculation of the Net Asset Value is resumed.

11. TRANSFER OF SHARES

Transfer of Management Shares

11.1 The General Partner shall not transfer the Management Shares or of all or any part of its rights and obligations as a General Partner, or voluntarily withdraw from its position as General Partner of the Company.

Transfer of Shares (other than the Management Share)

11.2 The Transfer of all or any part of any Investor's Shares in any Sub-Fund is subject to the provisions of this Section 11 of the General Section.

11.3 No Transfer of all or any part of any Shareholders' Shares in any Sub-Fund, whether direct or indirect, voluntary or involuntary (including, without limitation, to an affiliate or by operation of law), shall be valid or effective if

(a) the Transfer would result in a violation of any law or regulation of Luxembourg or any other jurisdiction (including, without limitation, the US Securities Act, the FACTA, any securities laws of the individual states of the United States, or ERISA) or subject the Company, the General Partner or any Sub-Fund to any other adverse tax, legal or regulatory consequences as determined by the Company;

(b) the Transfer would result in a violation of any term or condition of the Articles, that Shareholder's Subscription Form or of this Offering Document;

Page 27: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

27

(c) the Transfer would result in the Company being required to register as an investment company under the US Investment Company Law;

(d) the Transfer would result in the Company being required to become a reporting FI under the FATCA;

and

(e) it shall be a condition of any Transfer (whether permitted or required) that:

- 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;

- the transferee provides the Company with a Subscription Form acceptable to the Company.

11.4 Additional restrictions on Transfer may be set out in the Offering Document in respect of particular Sub-Fund(s) in which case no Transfer of all or any part of any Shareholders' Shares in the relevant Sub-Fund, whether direct or indirect, voluntary or involuntary, shall be valid or effective if any of these additional restrictions on Transfer is not complied with.

11.5 The transferor shall be responsible for and pay all costs and expenses (including any taxation) arising in connection with any such permitted Transfer, including reasonable legal fees arising in relation thereto incurred by the Company or the General Partner and stamp duty or stamp duty reserve tax (if any) payable.

12. OWNERSHIP RESTRICTIONS

Restricted Persons

12.1 The General Partner may restrict or place obstacles in the way of the ownership of Shares in the Company by any person if the Company considers that this ownership involves a violation of the Laws of the Grand-Duchy or abroad, more specifically a violation of the Law of 2007, or may involve the Company in being subject to taxation in a country other than the Grand-Duchy or may in some other manner be detrimental to the Company.

12.2 To that end, the General Partner may:

• Decline to issue any Shares and decline to register any transfer of Shares, when it appears that such issue or transfer might or may have as a result the allocation of ownership of the Shares to a person who is not authorised to hold Shares in the Company;

• Proceed with the compulsory redemption of all the relevant Shares if it appears that a person who is not authorised to hold such Shares in the Company, either alone or together with other persons, is the owner of Shares in the Company, or proceed with the compulsory redemption of any or a part of the Shares, if it appears to the Company that one or several persons is or are owner or owners of a proportion of the Shares in the Company in such a manner that this may be detrimental to the Company. The compulsory redemption’s procedure is more fully described in the Offering Document.

• Refuse, during any general meeting of Shareholders, the right to vote of any person who is not authorised to hold Shares in the Company.

Page 28: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

28

13. ANTI-MONEY LAUNDERING AND TERRORIST FINANCING REQUIREMENTS

13.1 Pursuant to international rules and Luxembourg laws and regulations (comprising but not limited to the law of November 12, 2004 on the fight against money laundering and financing of terrorism, as amended) as well as circulars of the supervising authority, obligations have been imposed on all professionals of the financial sector to prevent the use of undertakings for collective investment for money laundering and financing of terrorism purposes. As a result of such provisions, the registrar agent of a Luxembourg undertaking for collective investment must, in principle, ascertain the identity of the investors in accordance with Luxembourg laws and regulations. Accordingly, the Administrative Agent may require Investors to provide any document it deems necessary to effect such identification.

13.2 In case of delay or failure by an Investor to provide the documents required, the application for subscription may not be accepted and/or delayed and in case of redemption request, the payment of the redemption proceeds and/or dividends may not be processed. Neither the Company nor the Administrative Agent have any liability for delays or failure to process deals as a result of the Investor providing no or only incomplete documentation.

13.3 Shareholders may be requested to provide additional or updated identification documents from time to time pursuant to ongoing client due diligence requirements under relevant laws and regulations.

14. CALCULATION OF NAV

General

14.1 The Net Asset Value per Share of each Sub-Fund, Class of Shares is determined as described in each relevant Appendix and at least once a year. On any Business Day, the General Partner may decide to determine a Net Asset Value to be used for information purpose only. The Net Asset Value will be expressed in the Reference Currency of the Sub-Fund, Class of Shares. The Reference Currency of the Company is Euro.

14.2 The calculation of the Net Asset Value of Sub-Funds investing mainly in non quoted assets or assets to be valued at foreseeable sales price, shall be determined according to a standard forward basis conditions that is to say, on the last available price / foreseeable sales price, available or determined (and dated), as of the applicable Valuation Day.

14.3 The Net Asset Value per Share of each Class of Shares is determined by dividing the value of the total assets of that Sub-Fund (including the market value of investments owned by that Sub-Fund and its Intermediary Vehicles) and any amount properly allocable to such Class less the liabilities of such Sub-Fund properly allocable to such Class by the total number of Shares of such Class outstanding on the relevant Valuation Day.

14.4 The Net Asset Value per Share may be rounded up or down to the nearest cent of the relevant currency as the General Partner shall determine.

Valuation of the Assets

14.5 The assets of the Company, in relation to each Sub-Fund, shall be deemed to include:

(i) All cash on hand or on deposit, including any interest accrued thereon;

(ii) All bills and demand notes payable and accounts receivable (including proceeds of securities sold but not delivered);

Page 29: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

29

(iii) All bonds, time notes, certificates of deposit, shares, stock, debentures, debenture stocks, subscription rights, warrants, options and other securities, financial instruments and assets owned by the Company or contracted by the External AIFM on behalf of the Company (provided that the External AIFM may make some adjustments in a manner not inconsistent with paragraph (a) below with regards to fluctuations in the market value of securities caused by trading ex-dividends, ex-rights, or by similar practices);

(iv) All stock dividends, cash dividends and cash distributions receivable by the Company to the extent information thereon is reasonably available to the Company;

(v) All interest accrued on any interest bearing assets owned by the Company except to the extent that the same is included or reflected in the principal amount of such asset;

(vi) The preliminary expenses of the Company, including the cost of issuing and distributing Shares of the Company, insofar as the same have not been written off;

(vii) The liquidating value of all forward contracts and all call or put options the Company has an open position in. However, instruments used to hedge the exposure of the investments and attributable solely to any particular Class of Shares may be allocated solely to corresponding Class of Shares;

(viii) Any amount borrowed on behalf of each Sub-Fund and on a permanent basis, for investment purposes;

(ix) All other assets of any kind and nature including expenses paid in advance.

14.6 The value of such assets shall be determined as follows:

(a) The value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued and not yet received, is deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof is arrived at after making such discount as may be considered appropriate in such case to reflect the true value thereof;

(b) The value of securities listed or dealt in on a Regulated Market, stock exchange or other regulated markets will be valued at the last available price on such markets. If a security is listed or traded on several markets, the closing price at the market which constitutes the main market for such securities, will be determining;

(c) In the event that the any asset is not listed or dealt in on a Regulated Market, stock exchange or other regulated markets or if, in the opinion of the Company, the latest available price does not truly reflect the fair market value of the relevant securities, the value of such securities will be defined by the Company based on the reasonably foreseeable sales proceeds determined prudently and in good faith by General Partner or by Independent Valuator(s), if specifically provided for in each Sub-Fund's relevant Appendix to the Offering Document. The probable net foreseeable sales price, for Assets (including Permits, SPA agreements and valuation of operating SPVs), un-listed securities or securities not negotiated on a regulated market shall normally be determined according to the "International Private Equity and Venture Capital Guidelines" established by EVCA (European Venture Capital Association), and /or in accordance with the methods and principles applied by the Independent Valuator(s) as agreed form time to time by the General Partner;

Page 30: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

30

(d) The liquidating value of futures, forward or options contracts not dealt in on Regulated Markets, stock exchange or other regulated markets shall mean their net liquidating value determined, pursuant to the policies established by the Company, on a basis consistently applied for each different variety of contracts. The liquidating value of futures, forward or options contracts dealt in on Regulated Markets, stock exchange or other regulated markets shall be based upon the last available settlement prices of these contracts on Regulated Markets, stock exchange or other regulated markets on which the particular futures, forward or options contracts are dealt in by the Company; provided that if a futures, forward or options contract could not be liquidated on the day with respect to which net assets are being determined, the basis for determining the liquidating value of such contract shall be such value as the Company may deem fair and reasonable;

(e) All investments, with a known short term maturity date, value may be determined by using an amortised cost method. This involves valuing an investment at its cost and thereafter assuming a constant amortisation to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the investments. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortisation cost, is higher or lower than the price such Sub-Fund would receive if it sold the investment. The Company will continually assess this method of valuation and recommend changes, where necessary, to ensure that the relevant Sub-Fund’s investments will be valued at their fair value as determined in good faith by the Company. If the Company believe that a deviation from the amortised cost per Share may result in material dilution or other unfair results to Shareholders, the Company shall take such corrective action, if any, as they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results;

(f) Interest rate swaps will be valued at their market value established by reference to the applicable interest rates curve. Index and financial instruments related swaps will be valued at their market value established by reference to the applicable index or financial instrument. The valuation of the index or financial instrument related swap agreement shall be based upon the market value of such swap transaction established in good faith pursuant to procedures established by the Company;

(g) Units or shares of UCI will be valued at their last determined and available net asset value or their last available stock market value (if any) or, if such price is not representative of the fair market value of such assets, then the price shall be determined by the General Partner on a fair and equitable basis;

(h) All other Assets will be valued on the basis of the acquisition price thereof including all costs, fees and expenses connected with such acquisition or, if such acquisition price is not representative, on the reasonably foreseeable sales price thereof determined prudently and in good faith by the General Partner or by Independent Valuator(s) if specifically provided for in each Sub-Fund's relevant Appendix to the Offering Document.

14.7 The Company, in its discretion, may permit some other method of valuation to be used if it considers that such valuation better reflects the fair value of any asset of the Company.

14.8 In the event that extraordinary circumstances render valuations as aforesaid impracticable or inadequate, the Company is authorised, prudently and in good faith, to follow other rules in order to achieve a fair valuation of the assets of the Company.

14.9 The liabilities of the Company shall be deemed to include:

Page 31: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

31

• All loans, bills and accounts payable;

• All accrued interest on loans of the Company;

• All accrued or payable administrative expenses;

• All known liabilities, present and future, including all matured contractual obligations for payment of money or property;

• An appropriate provision for future taxes based on capital and income to the relevant Valuation Day, as determined from time to time by the Company, and other reserves, if any, authorized and approved by the Company; and

• All other liabilities of the Company of whatsoever kind and nature except liabilities represented by Shares of the Company. In determining the amount of such liabilities, the Company shall take into account all expenses payable and all costs incurred by the Company, which shall comprise inter alia the fees and expenses detailed in the Articles.

14.10 In determining the amount of such other liabilities, the Company shall take into account all expenses payable by the Company which shall comprise promotion, printing, reporting and publishing expenses, including the cost of advertising, preparing, translating and printing of Offering Documents, explanatory memoranda, Company documentation or registration statements, annual and semi-annual reports, taxes or governmental charges, and all other operating expenses, including the cost of buying and selling assets, interest, bank charges and brokerage, postage, telephone, facsimile and other electronic means of communication.

14.11 The Company may calculate and recalculate administrative and other expenses of a regular or recurring nature on an estimated figure for yearly or other periods in advance and may accrue the same in equal proportions over any such period.

14.12 Each Sub-Fund shall be valued so that all agreements to purchase or sell securities are reflected as of the date of execution, and all dividends receivable and distributions receivable are accrued as of the relevant ex-dividend dates.

15. TEMPORARY SUSPENSION OF THE CALCULATION

15.1 In each Sub-Fund, the Company may temporarily suspend the determination of the Net Asset Value of a particular Sub-Fund, Class of Shares and in consequence the issue, repurchase and conversion of Shares, without limitation to the generality of the above, in the following events:

• when one or more Regulated Markets, stock exchanges or other regulated markets, which provide the basis for valuing a substantial portion of the assets of the Company attributable to such Sub-Fund, or when one or more Regulated Markets, stock exchanges or other regulated markets in the currency in which a substantial portion of the assets of the Company attributable to such Sub-Fund is denominated, are closed otherwise than for ordinary holidays or if dealings and quotation therein shows important discrepancies between one or more Regulated Markets, stock exchanges or other regulated markets or otherwise are restricted or suspended; or

• when, as a result of political, economic, military or monetary events or any circumstances outside the responsibility and the control of the Company, disposal of the assets of the Company attributable to such Sub-Fund is not reasonably or normally practicable without being seriously detrimental to the interests of the Shareholders; or

Page 32: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

32

• during the existence of any state of affairs which constitutes an emergency as a result of which disposals or valuation of assets owned by the Company attributable to such Sub-Fund would be impractical; or

• in the case of a breakdown in the normal means of communication used for the valuation of any investment of the Company attributable to such Sub-Fund, or if, for any exceptional circumstances, the value of any asset of the Company attributable to such Sub-Fund may not be determined as rapidly and accurately as required; or

• if, as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions on behalf of the Company are rendered impracticable or if purchases and sales of the Company's assets attributable to such Sub-Fund cannot be effected at normal rates of exchange; or

• when there is a suspension of redemption or withdrawal rights by investment funds in which the Company or the relevant Sub-Fund is invested.

15.2 Any such suspension will be notified by regular post letters to those Shareholders having made an application for subscription, redemption or conversion of Shares for which the calculation of the Net Asset Value has been suspended.

15.3 Such suspension as to any Sub-Fund, Class of Shares shall have no effect on the calculation of the Net Asset Value per Share, the issue, redemption and conversion of Shares of any other Sub-Fund, Class of Shares.

15.4 Any request for subscription, redemption or conversion shall be irrevocable except in the event of a suspension of the calculation of the Net Asset Value per Share in the relevant Sub-Fund, Class of Shares.

16. GENERAL MEETING

16.1 The annual General Meeting will be held each year in Luxembourg on the first Friday of May at 2 p.m. (Luxembourg time). The meeting must be held within six months after the end of the Fiscal Year. If such day is not a Business Day, the meeting will be held on the following Business Day. The first annual General Meeting of the Company as Specialised Investment Fund will be held in 2015.

16.2 Other meetings of the Shareholders may be held at such place and time as may be specified in the respective convening notices of the meeting.

16.3 Notices for each General Meeting will be sent to the Shareholders by post at least eight calendar days prior to the relevant General Meeting at their addresses set out in the share register of the Company. Such notices will include the agenda and specify the time and place of the meeting and the conditions of admission and will refer to the requirements of Luxembourg Law with regard to the necessary quorum and majorities required for the meeting. If all Investors meet and declare having had notice of the General Meeting or waiving the notice, the General Meeting may be validly held despite the accomplishment of the afore set formalities. The requirements as to attendance, quorum and majorities at all General Meetings are those set in the Companies Law and the Articles.

16.4 Except as otherwise required by the Companies Law or as otherwise provided in the Articles, resolutions at a duly convened General Meeting will be passed by a simple majority of those present or represented and voting provided that no resolution of the General Meeting with a view

Page 33: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

33

to take a decision affecting the interests of the Company vis-à-vis third parties or to amend the Articles may be taken without the affirmative vote of the General Partner.

17. FISCAL YEAR AND REPORTING

17.1 The accounting year of the Company will commence on the first of January and will terminate on thirty first of December. The first accounting year will start on the date of formation of the Company and will end on 2014.

17.2 The Company shall publish annually a report on its activities, on its investments and on the management of its investments. The report shall include, inter alia, audited financial statements, a description of the assets of the Company, a report from the auditor and a calculation of the value of the assets of the Company as per the financial year end. The annual report will include separate information in respect of each Sub-Fund of the Company and combined information on all Sub-Funds.

17.3 The Company will establish consolidated accounts.

17.4 The annual report will be sent to all Investors and will be submitted to the annual General Meeting for approval within six months after the end of each Fiscal Year.

17.5 Documents available for inspection by Shareholders free of charge, during usual business hours at the registered office of the Company in Luxembourg:

(a) the latest version of the Offering Document;

(b) the Articles; and

(c) the Service Agreements;

(d) the latest Annual Report.

18. DIVIDENDS

18.1 Where specified for specific Classes as disclosed under each Sub-Fund relevant Appendix, the General Partner of the Fund may declare annual or other interim distributions out from the investment income gains and realised capital gains and, if considered necessary to maintain a reasonable level of dividends, out of any other funds available for distribution.

18.2 Notwithstanding the above, no distribution may be made as a result of which the total net assets of the Fund would fall below the equivalent in the Reference Currency of the Fund of the minimum amount as required by Luxembourg law.

18.3 Where a distribution is made and not claimed within five years from its due date, it will lapse and will revert to the relevant Sub-Fund, Class of Shares.

19. DISSOLUTION/LIQUIDATION

19.1 The Company and each of the Sub-Funds have been established for an unlimited duration. The Company may at any time be dissolved by a resolution of the general meeting of Shareholders subject to the quorum and majority referred to in the Articles.

19.2 Whenever the share capital falls below two-thirds of the minimum capital indicated, the question of the dissolution of the Company shall be referred to the general meeting by the General Partner.

Page 34: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

34

The general meeting, for which no quorum shall be required, shall decide by simple majority of the votes of the share represented at the meeting, provided that, any resolution of the general meeting of Shareholders must be approved by the General Partner.

19.3 The question of the dissolution of the Company shall further be referred to the general meeting whenever the share capital falls below one-fourth of the minimum capital set by the Articles; in such an event, the general meeting shall be held without any quorum requirements and the dissolution may be decided by Shareholders holding one-fourth of the votes of the shares represented at the meeting, provided that, any resolution of the general meeting of Shareholders must be approved by the General Partner. The meeting must be convened so that it is held within a period of forty (40) days from ascertainment that the net assets of the Company have fallen below two-thirds or one-fourth of the legal minimum, as the case may be.

19.4 The liquidation shall be carried out by one or several liquidators, who may be physical persons or legal entities, appointed by the general meeting of Shareholders which shall determine their powers and the compensation.

19.5 The event leading to dissolution of the Company must be announced by a notice published in the Mémorial. In addition, the event leading to dissolution of the Company must be announced in at least two newspapers with appropriate distribution, at least one of which must be a Luxembourg newspaper. Such event may also be notified to the Shareholders in such other manner as may be deemed appropriate by the General Partner.

19.6 The general meeting or, as the case may be, the liquidator it has appointed, will realise the assets of the Company or of the relevant Class(es) and/or Sub-Fund(s) in the best interest of the Shareholders thereof, and upon instructions given by the general meeting, the Depositary will distribute the net proceeds from such liquidation, after deducting all liabilities, unamortised costs and liquidation expenses relating thereto, amongst the Shareholders of the relevant Class(es) and/or Sub-Fund(s) in proportion to the number of Shares held by them. The general meeting may distribute the assets of the Company or of the relevant Class(es) and/or Sub-Funds wholly or partly in kind to any Shareholder who agrees in compliance with the conditions set forth by the general meeting (including, without limitation, delivery of independent valuation report issued by the auditors of the Company) and the principle of equal treatment of Shareholders. In that respect, distribution in kind of assets, including fractions of securities or assets attributable to each Shareholder, held by the Company may be performed by the issuance and distribution, to each Shareholder, of a certificate of entitlement issued by the Depositary and representing the assets and fractions herein.

19.7 At the close of liquidation of the Company, the proceeds thereof corresponding to Shares not surrendered will be kept in safe custody with the Luxembourg Caisse de Consignation until the prescription period has elapsed. As far as the liquidation of any Class and/or Sub-Fund is concerned, the proceeds thereof corresponding to Shares not surrendered for repayment at the close of liquidation will be kept in safe custody with the Depositary during a period not exceeding nine (9) months as from the date of the decision to liquidate; after this delay, these proceeds shall be kept in safe custody at the Caisse de Consignation.

19.8 In the event that for any reason whatsoever, the value of assets of a Class or Sub-Fund should fall down to such an amount considered by the General Partner as the minimum level under which the Class or Sub-Fund may no longer operate in an economic efficient way, or in the event that a significant change in the economic or political situation impacting such Class or Sub-Fund should have negative consequences on the investments of such Class or Sub-Fund or when the range of products offered to clients is rationalized, the General Partner may decide to conduct a compulsory redemption operation on all shares of a Class or Sub-Fund, at the net asset value per share

Page 35: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

35

applicable on the Valuation Day, the date on which the decision shall come into effect (including actual prices and expenses incurred for the realization of investments, closing expenses, non paid off setting up expenses, any non paid off sales charges and any other liabilities). The Company shall send a notice to the Shareholders of the relevant Class or Sub-Fund, before the effective date of compulsory redemption. Such notice shall indicate the reasons for such redemption as well as the procedures to be enforced. Unless otherwise stated by the General Partner, Shareholders of such Class or Sub-Fund, may not continue to apply for the redemption or the conversion of their shares while awaiting for the enforcement of the decision to liquidate. If the General Partner authorizes the redemption or conversion of shares, such redemption and conversion operations shall be carried out according to the clauses provided by the General Partner in the sales documents of shares, free of charge (but including actual prices and expenses incurred for the realization of investments, closing expenses, non paid off setting up expenses, any non paid off sales charges and any other liabilities) until the effective date of the compulsory redemption.

19.9 Such compulsory redemption may be settled through a distribution of the assets of the relevant Class(es) and/or Sub-Funds wholly or partly in kind, to any Shareholder, in compliance with the conditions set forth by the Companies Law (including, without limitation, delivery of independent valuation report issued by the auditors of the Company) and the principle of equal treatment of Shareholders. In that respect, distribution in kind of assets, including fractions of securities or assets attributable to each Shareholder, held by the Company may be performed by the issuance and distribution, to each Shareholder, of a certificate of entitlement issued by the Depositary and representing the assets and fractions herein.

19.10 The Company shall not be dissolved on the dissolution or bankruptcy of the General Partner, provided that such latter is promptly replaced by another General Partner at a Shareholders' meeting.

Amalgamation or Transfer of Class and/or Sub-Fund

19.11 Under the same circumstances as provided in the paragraph above in relation to the compulsory redemption of Class(es) and/or Sub-Funds, the General Partner may decide to amalgamate a Class and/or Sub-Fund into another Class and/or Sub-Fund. Shareholders will be informed of such decision by a notice sent to the Shareholders at their address indicated in the register of Shareholders or in such manner as may be deemed appropriate by the General Partner and, in addition, the publication will contain information in relation to the new Class and/or Sub-Fund. Such publication will be made at least one month before the date on which the amalgamation becomes effective in order to enable Shareholders to request redemption of their Shares, free of charge, before the operation involving contribution into the new Class and/or Sub-Fund becomes effective.

19.12 The General Partner may also decide to amalgamate the assets of any Class and/or Sub-Fund to those of another UCI submitted to Luxembourg Law or to another sub-fund within such other UCI (such other UCI or sub-fund within such other UCI being the "New Fund") (following a split or consolidation, if necessary, and the payment of the amount corresponding to any fractional entitlement to Shareholders). The question to amalgamate the assets of any Class and/or Sub-Fund to those of a New Fund shall be referred, by the General Partner, to the general meeting of Shareholders of the concerned Class and/or Sub-Fund. Such general meeting, for which no quorum shall be required, shall decide by simple majority of the votes of the share represented at the meeting. Furthermore, such decision will be announced by a notice sent to the Shareholders at their address indicated in the register of Shareholders or in such manner as may be deemed appropriate by the General Partner (and, in addition, the notice will contain information in relation to the New Fund), one month before the date on which the amalgamation becomes effective in order to enable Shareholders to request redemption of their Shares, free of charge, during such

Page 36: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

36

period. After such period, Shareholders having not requested the redemption of their Shares will be bound by the decision of the general meeting.

Division of a Class and/or Sub-Fund

19.13 The General Partner may decide that any Class or Sub-Fund may be split into several Sub-Funds, Classes of Shares with the same or different characteristics by a corresponding split of the portfolio of the Sub-Fund, Class to be split. The General Partner may not decide a split of Sub-Funds, Classes if the rights of any Shareholder(s) of any of the resulting Sub-Fund, Class are changed in any way unless the Shareholder(s) concerned has (have) received adequate prior notice with the option to redeem its (their) Shares, without charge, prior to the date the split becomes effective.

Side Pocket

19.14 Solely under exceptional circumstances, in the event that for any reason whatsoever, the assets of a Class or Sub-Fund becomes, outside the control of the External AIFM, illiquid or hard to value, the General Partner may decide, subject to the prior approval of the CSSF, to divide or split-up a Class and/or Sub-Fund into another Class and/or Sub-Fund (herein referred as to "Side Pocket").

19.15 A Side Pocket is a Class of Shares created in a Sub-Fund or a Sub-Fund created in the Company to isolate investments that are illiquid or hard to value. This technique will be used in the following context:

• To protect the redeeming investors from being paid an amount in respect of the illiquid or hard to value investments that may be less than their ultimate realisation value;

• To protect the remaining investors against the disposal of part or all of the most liquid assets in order to satisfy redemption orders;

• To protect new investors by ensuring that they are not exposed to the Side Pocket at the time they join the Company;

• To avoid Net Asset Value suspensions affecting all the investors in the Company.

The use of Side Pockets is authorized under the following conditions:

• The prior approval of the CSSF;

• The creation of Side Pockets can only be used in order to protect investors;

• The activation of Side Pockets can only be made in exceptional circumstances when investments become illiquid or hard to value;

• Side pockets may only exist on a temporary basis and are not subject to any subscription fee, redemption fee, conversion fee, Investment Manager(s) fee, Sub-Investment Manager(s) fee, Investment Advisor(s) fee, performance fee, trailing or distribution fee and to any other fee normally applicable in the context of management of the assets or distribution or otherwise marketing of standard Classes or Sub-Funds;

• The investments comprising the Side Pocket shall not represent an amount of the assets of the Company.

19.16 Shareholders will be informed of such decision by a notice sent to their address indicated in the register of Shareholders or in such manner as may be deemed appropriate by the General Partner

Page 37: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

37

and, in addition, the information will contain information in relation to the new Class and/or Sub-Fund and the illiquid assets contributed into it.

20. TAXATION

Luxembourg

20.1 The Company's assets are subject to tax (taxe d'abonnement) in Luxembourg of 0.01% p.a. on net assets, payable quarterly. In case some Sub-Funds are invested in other Luxembourg undertakings for collective investment, which in turn are subject to the subscription tax provided for by the Law of 2007 or the Law of 2010 no subscription tax is due from the Company on the portion of assets invested therein.

20.2 The Company's income is not taxable in Luxembourg. Income received from the Company may be subject to withholding taxes in the country of origin of the issuer of the security, in respect of which such income is paid. No duty or tax is payable in Luxembourg in connection with the issue of Shares of the Company.

20.3 Investors should consult their professional advisors on the possible tax or other consequences of buying, holding, redeeming, converting, transferring or selling any units under the laws of their countries of citizenship, residence or domicile.

20.4 Under current legislation, Shareholders are not subject to any capital gains, income, withholding, estate, inheritance or other taxes in Luxembourg, except for (i) those Shareholders domiciled, resident or having a permanent establishment in Luxembourg, or (ii) non-residents of Luxembourg who hold 10% or more of the issued share capital of the Company and who dispose of all or part of their holdings within six months from the date of acquisition or (iii) in some limited cases some former residents of Luxembourg, who hold 10% or more of the issued share capital of the Company.

EU Savings Directive

20.5 On 3 June 2003, the EU Council of Economic and Finance Ministers adopted the Directive 2003/48/EC on taxation of savings income in the form of interest payments (the EU Savings Directive). The EU Savings Directive is applied by Member States as from 1 July 2005 and has been implemented in Luxembourg by the act of 21 June 2005.

20.6 The Company is currently considered by the Luxembourg tax authorities as out of scope the EU Savings Directive. However, as the operation of the EU Savings Directive will be reviewed after three years, it cannot therefore be excluded that the scope of the EU Savings Directive and/or other articles of the EU Savings Directive would be amended at that point in time. Possible (future) EU Savings Directive implications should thus be monitored on a continuing basis.

Other jurisdictions

20.7 Interest, dividend and other income realised by the Company on the sale of securities of non-Luxembourg issuers, may be subject to withholding and other taxes levied by the jurisdictions in which the income is sourced. It is impossible to predict the rate of foreign tax the Company will pay since the amount of the assets to be invested in various countries and the ability of the Company to reduce such taxes is not known.

20.8 The information set out above is a summary of those tax issues which could arise in Luxembourg and does not purport to be a comprehensive analysis of the tax issues which could affect a prospective subscriber. It is expected that Investors may be resident for tax purposes in many

Page 38: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

38

different countries. Consequently, no attempt is made in this Offering Document to summarise the tax consequences for each prospective Investor of subscribing, converting, holding, redeeming or otherwise acquiring or disposing of Shares in the Company. These consequences will vary in accordance with the law and practice currently in force in an Investor's country of citizenship, residence, domicile or incorporation and with his or her personal circumstances.

Future changes in applicable law

20.9 The foregoing description of Luxembourg tax consequences of an investment in, and the operations of, the Company is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Other legislation could be enacted that would subject the Company to income taxes or subject Investors to increased income taxes.

20.10 THE TAX AND OTHER MATTERS DESCRIBED IN THIS OFFERING DOCUMENT DO NOT CONSTITUTE,

AND SHOULD NOT BE CONSIDERED AS, LEGAL OR TAX ADVICE TO PROSPECTIVE SUBSCRIBERS.

PROSPECTIVE SUBSCRIBERS SHOULD CONSULT THEIR OWN COUNSEL REGARDING TAX LAWS AND

REGULATIONS OF ANY OTHER JURISDICTION WHICH MAY BE APPLICABLE TO THEM.

21. INDEMNITY

21.1 The Company will indemnify the General Partner and each of its managers, directors, officers, agents and employees, (each referred to as an Indemnified Person), against all claims, liabilities, costs, damages and expenses (including reasonable legal fees) to which they may be or become subject by reason of their activities on behalf of the Company so long as the activity or circumstances giving rise to the claim do not involve gross negligence, fraud or wilful misconduct under Luxembourg Law on the part of the Indemnified Person.

21.2 Each of the Service Providers and their directors, officers, agents and employees may also benefit from an indemnification from the Company, subject to the terms and provisions of the relevant Service Agreement.

22. CONFLICT OF INTERESTS

22.1 Any kind of conflict of interests is to be fully disclosed to the General Partner. The Company will enter into all transactions on an arm's length basis. The Company will at all times have regard in such event to its obligations to act in the best interest of the Shareholders as far as practicable, while having regard to its obligations to its other clients. When undertaking any investments where conflicts of interest may arise, each relevant person will endeavour to resolve such conflicts in a manner that is fair to the Company.

22.2 A conflict of interests shall arise where a Sub-Fund is presented with (i) an investment proposal involving an Investment owned (in whole or in part), directly or indirectly, by the General Partner or an Investor of the relevant Sub-Fund, or (ii) any disposition of assets to the General Partner or an Investor of such Sub-Fund.

22.3 Notwithstanding anything to the contrary herein and unless otherwise provided for in a Appendix for a particular Sub-Fund, the General Partner may actively engage in transactions on behalf of other investment funds and accounts which involve the same securities and instruments in which the Sub-Funds will invest. The General Partner may provide investment management / advisory services to other investment funds and accounts that have investment objectives similar or dissimilar to those of the Sub-Funds and/or which may or may not follow investment programs similar to the Sub-Funds, and in which the Sub-Funds will have no interest. The portfolio strategies of the General Partner could conflict with the transactions and strategies advised by the General

Page 39: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

39

Partner in managing a Sub-Fund and affect the prices and availability of the securities and instruments in which such Sub-Fund invests.

22.4 The General Partner may give advice or take action with respect to any of its other clients which may differ from the advice given or the timing or nature of any action taken with respect to investments of a Sub-Fund. The General Partner has no obligation to advise any investment opportunities to a Sub-Fund which they may advise to other clients.

22.5 The General Partner will devote as much of their time to the activities of a Sub-Fund as he deem necessary and appropriate. The General Partner is not restricted from forming additional investment funds, from entering into other investment advisory/management relationships, or from engaging in other business activities, even though such activities may be in competition with a Sub-Fund. These activities will not qualify as creating a conflict of interest.

23. EXPENSES

23.1 The Company shall pay out of the assets of the relevant Sub-Fund all expenses payable by the Sub-Fund which shall include but not be limited to:

• fees payable to and reasonable disbursements and out-of-pocket expenses incurred by the Company, the General Partner, the Depositary, Administrative Agent, the Registrar and Transfer Agent, the Domiciliary Agent, as applicable;

• all taxes which may be due on the assets and the income of the Sub-Fund (in particular, the "taxe d’abonnement" and any stamp duties payable);

• usual banking fees due on transactions involving securities held in the Sub-Fund;

• legal or consulting expenses incurred by the Company, the General Partner, the Depositary, Administrative Agent, the Registrar and Transfer Agent, the Domiciliary Agent while acting in the interests of the Shareholders;

• the cost of any liability insurance covering any costs, expenses or losses arising out of any liability of, or claim for damage or other relief asserted against the Company, its General Partner and any person or company with whom they are affiliated or by whom they are employed and/or other agents of the Company for violation of any law or failure to comply with their respective obligations under these Articles of Incorporation or otherwise with respect to the Company;

• the costs and expenses of the preparation and printing of written confirmations of Shares; the costs and expenses of preparing and/or filing and printing of the General Partner and all other documents concerning the Company, including registration statements and Offering Document and explanatory memoranda with all authorities (including local securities dealers' associations) having jurisdiction over the Company or the offering of Shares of the Company; the costs and expenses of preparing, in such languages as are necessary for the benefit of the Shareholders, including the beneficial holders of the Shares, and distributing annual and semi-annual reports and such other reports or documents as may be required under the applicable laws or regulations of the above-cited authorities; the cost of accounting, bookkeeping and calculating the Net Asset Value from the Central Administrator; the cost of preparing and distributing public notices to the Shareholders; lawyers' and auditor's fees; and all similar administrative charges, including all advertising expenses, promoting of the Company and/or its Sub-Funds and other expenses directly incurred in offering or distributing the Shares.

Page 40: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

40

• All recurring charges will be charged first against income, then against capital gains and then against assets. Other charges may be amortised over a period not exceeding five (5) years.

23.2 Formation and launching expenses of the Company

The costs and expenses of the formation of the Company and the initial issue of its Shares will be borne by the Company and amortised over a period not exceeding five (5) years from the formation of the Company and in such amounts between Sub-Funds in each year as determined by the Company on an equitable basis.

23.3 Formation and launching expenses of additional Sub-Funds

The costs and expenses incurred in connection with the creation of a new Sub-Fund shall be written off over a period not exceeding five (5) years against the assets of such Sub-Fund only and in such amounts each year as determined by the Company on an equitable basis. The newly created Sub-Fund may bear a pro-rata of the costs and expenses incurred in connection with the formation of the Company and the initial issue of Shares, which have not already been written off at the time of the creation of the new Sub-Fund.

23.4 Fees of the General Partner

General Partner is entitled to receive, in respect of each Class, from the Company in any year the annual management fee, as specified in the Appendices, which will cover its annual servicing and management for such classes of Shares. Such annual management shall be payable in arrears at the end of each calendar month, calculated and accrued at each Valuation Day at the appropriate rate for the Class concerned. These fees shall be equal to a percentage of the average Sub-Fund’s assets of the Class concerned.

General Partner may be entitled to a performance fee in relation to certain Sub-Funds, as indicated in each Sub-Fund's relevant Appendix.

24. RISK FACTORS

Prospective investors should carefully consider the risks involved in an investment in the Company, including but not limited to those discussed below. Prospective investors should consult their own legal, tax and financial advisers as to all these risks and an investment in the Company generally. The following list of risk factors does not purport to be a complete explanation of the risks involved in an investment in the Company. Prospective investors should read the entire Offering Document and fully evaluate all other information that they deem to be necessary for determining whether to invest in the Company. Prospective investors should ensure that they fully understand the contents of this Offering Document. As a result of the nature of the investment activities, the results of the operations of the Company may fluctuate substantially from period to period. Accordingly, investors should understand that (i) the results of a particular period would not necessarily be indicative of results in future periods, (ii) the value of the Shares may fall as well as rise and (iii) there is no guarantee that the Company will meet its objectives. The number and allocation of portfolio assets in each Sub-Fund should reduce the Sub-Fund’s sensitivity to risks associated with a particular investment. Nevertheless, potential investors should be aware of the fact that there can be no assurance that their initial investment will be preserved. Past performance is not indicative of future results.

Page 41: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

41

Specific risk factors for each Sub-Fund are set out within each Appendix. The Company does its best efforts to satisfy the requirements imposed on the Company by the U.S. Foreign Account Tax Compliance Act ("FATCA") to avoid the imposition of US FATCA withholding tax. However, there can be no guarantee or assurance that the Company will be able to comply with all the requirements imposed by the FATCA. In the event that the Company is not able to comply with the requirements imposed by the FATCA and the Company does suffer US withholding tax on certain withholdable payments as a result of non-compliance, the Net Asset Value may be adversely affected and the shareholders may suffer significant loss as a result.

Page 42: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

42

Part II – APPENDICES

This Section is valid only if accompanied by the Offering Document. Sub-Funds launched:

• “PATRIMOINE”

Page 43: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

43

“PATRIMOINE”

1. INVESTMENT OBJECTIVES AND STRATEGY The primary objective of “PATRIMOINE” (the “Sub-Fund”) is to achieve capital appreciation. The Sub-Fund will invest, without geographical limitations, in a concentrated portfolio of listed fixed and floating rate debt securities of both corporate and governmental issuers (i.e. investment and non investment grade bonds), deposits with credit institutions and money market instruments, listed equities and equity linked securities (including depository receipts, warrants and other participation rights), index and participation notes, equity linked notes, convertible securities and structured products. The Sub-Fund will invest maximum 65% of its assets in equities. The total value of the transferable securities held by the Sub-Fund in the issuing bodies in each of which it invests more than 5% of its assets must not exceed 40% of the value of its assets. The Sub-Fund may invest in financial derivative instruments for hedging purposes and for efficient portfolio management only. The Sub-Fund shall not:

- invest more than 30% of its assets in deposits made with the same credit institution, - invest more than 30% of its assets in equities from emerging markets, - invest in alternative investment such as hedge funds, - invest directly in commodities or real estate, - invest in private equity and - carry out short sales of securities or securities lending.

The Sub-Fund shall not borrow for investment purposes. However, the Sub-Fund may take loans on a temporary basis up to 10% of its assets. The Sub-Fund is subject to the investment restrictions set out in Section 4. of the General Section.

2. MANAGEMENT PROCESS

On bond side The General Partner first analyses macro-economic factors to see what will be the impact on the yield curve. With all the elements like economic growth, inflation, Central Bank policy, forward curve expectation we invest with diversification in governmental bonds and/or in corporate bonds. Portfolio duration, spread and credit factor will be the three elements deeply analyse to create diversification in the portfolio. Duration will depend of the expectation of diminishing, flattening or rising bonds. Spread is analysed to see if the risk endorse by this pick up of yield is appropriate. Analyse of the debt of a country or a company and the improvement of the situation is a good indicator. Those information are provided by analysts on macro and micro-economical side.

Page 44: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

44

Monitoring of the bonds is done on daily basis if the General Partner sees a drop in the price of a bond or if we see a downgrade from notation agencies then we analyse the position again and sees what has change. Decision is then taken to keep or sell the position. On equity side The management process will be done on quantitative and qualitative factors. On quantitative side, a screening of stock is done through different ratio and done on sectorial and geographical side. The General Partner buys stocks that exhibit attractive value characteristics in comparison of its peer group. We have to answer the question, how much are we paying? On qualitative, the General Partner sees the business catalyst by doing a swot analysis (strength, weakness, opportunity and threat). Looking of the strategy of the business and as well understanding the goal of the management. The business fundamentals should answered the question what are we buying. The General Partner sells stocks when price target is achieved or if it sees weakening on business fundamentals or a negative business momentum. The General Partner has the principle of preservation of capital because laws of compounding mathematically dictate that protecting capital is the only risk that matters. Therefore some protection could be taken on bond side to reduce the duration and on equity side to reduce the volatility of the portfolio.

3. SPECIFIC RISK FACTORS

An investment in the shares of the Sub-Fund is speculative and involves a significant degree of

risk. Accordingly, prospective investors should consider the following risk factors.

Market risk

This risk is of a general nature, affecting all types of investments. The trend in the prices of transferable securities is determined mainly by the trend in the financial markets and by the economic development of the issuers, who are themselves affected both by the overall situation of the global economy and by the economic and political conditions prevailing in each country. Exchange Risk The Sub-Fund may be invested, according to variable proportions and limits, in values and instruments expressed in other currencies than the base currency of the Sub-Fund and, consequently, may lead to be exposed to a variation of the exchange rates.

Credit Risk

It refers to the risk that the issuer of fixed-income securities held by the Sub-Fund may default on its obligation and the Sub-Fund will not recover its investment. Management and Investment Strategy Risk

The Sub-Fund may seek to generate performance by making forecasts on the evolution of certain markets compared to others through the arbitrage strategies. These anticipations can be erroneous and cause a performance lower than the objective of management.

Page 45: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

45

Liquidity Risk

Notably due to unusual market conditions or unusually high volume of repurchase requests, the Sub-Fund might encounter difficulties to pay repurchase proceeds within the time period stated in the Prospectus. Interest Rate Risk

The Net Asset Value of the Sub-Fund may be affected depending on fluctuations in interest rates. When interest rates decline, indeed, the market value of fixed-income securities tends to increase, and conversely. A rise in interest rates would have for consequences a depreciation of the Sub-Fund investments.

4. CHARACTERISTICS

Management The Sub-Fund will be directly managed by GINGKO Asset Management S.à r.l. in its quality of General Partner of the Company.

Classes of Ordinary Shares The General Partner has currently not decided to issue Ordinary Shares of different Classes for this Sub-Fund.

Reference Currency EUR

Initial Offering Period

The Initial Offer Period will take place from February 17, 2014 until March 31, 2014. The Initial Issue Price per share is EUR 100.-. The Initial Subscription Amount must be received by the Depositary on March 31, 2014 at the latest.

First net asset value calculation April 15, 2014

Term of the Sub-Fund The Sub-Fund has been created for an unlimited period of time.

Valuation Day

The Net Asset Value will be calculated on a bimonthly basis on each 15th day and last day of each month ("Valuation Day").

• If the 15th day of the month is not a Business Day in Luxembourg, then the Valuation Day will be the previous Business Day.

• If the last day of the month is not a Business Day in Luxembourg, then the Valuation Day will be the last Business Day of the relevant month.

Each Valuation Day will be a Redemption Day.

Page 46: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

46

The General Partner may decide at any time to calculate the Net Asset Value more frequently. More specifically, a Net Asset Value will be calculated for each day on which Shares are to be issued upon acceptance by the General Partner of additional subscriptions and on each day on which Shares are redeemed.

Publication of the NAV The Net Asset Value per Class of Share will be available at the registered office of the Company

Distribution Policy

The Company does not intend to pay dividends or other distributions on Shares, but intends instead to reinvest all of the income and gain. The Company does however reserve the right to declare and pay dividends.

ISIN Code LU1023837450

Initial Subscription Price EUR 100.-

Minimum Holding Amount EUR 125,000.-

Minimum Subscription Amount EUR 125,000.-

Minimum Subsequent

Subscription Amount EUR 5,000.-

Subscription deadline

Applications for subscription have to be notified in writing to the Administrative Agent,

- no later than 12 a.m. (Luxembourg time) three (3) Business Days before the Valuation Day ("cut-off time") for an initial subscription and - no later than 12 a.m. (Luxembourg time) two (2) Business Days before the Valuation Day ("cut-off time") for subsequent subscriptions

and shall be settled at the Net Asset Value calculated for this Valuation Day. Applications for subscriptions received thereafter will be dealt with on the next applicable Valuation Day. Payment shall be received by the Company with the Depositary in EUR no later than five (5) Business Days after the day on which the applicable Net Asset Value is effectively calculated.

Page 47: OFFERING DOCUMENT GINKGO SICAV SIF Société d ... · GINKGO SICAV SIF Société d'investissement à capital variable Fonds d'investissement spécialisé ... including the applicability

47

Subscription fee NA

Redemption deadline

Application for redemption must be received by the Administrative Agent no later than 12 a.m. (Luxembourg time) two (2) Business Days before prior to the Valuation Day on which the relevant Shares are to be redeemed. Any applications received after the applicable deadline will be processed in respect of the next Valuation Day. If redemption requests relate to more than 10% of the Shares in issue of the Sub-Fund, the General Partner may decide that part or all of such requests for redemption will be deferred proportionally for such period as the General Partner considers to be in the best interests of the Sub-Fund. The Redemption Price shall be paid by the Depositary no later than five (5) Business Days after the day on which the applicable Net Asset Value is effectively calculated.

Conversion fee NA

Management Fee

A management fee of 1,1% per annum will be charged against the total asset value. This management fee is calculated and accrued on each Valuation Day and paid to the General Partner on a quarterly basis. At its sole discretion, the General Partner may retrocede part of this management fee.

Performance Fee NA