Keystone Fund Prospectus 03 2019

KEYSTONE
SICAV SIF S.A.
Prospectus 28 March 2019
KEYSTONE FUND
a SICAV SIF S.A.
An Investment Company with Variable Capital

Specialised Investment Fund
organised under the laws of the Grand-Duchy of Luxembourg
15, Boulevard F.W. Raiffeisen

L-2411 Luxembourg
Grand-Duchy of Luxembourg
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SICAV SIF S.A.
IMPORTANT INFORMATION
The Shares referred to in this Prospectus (the "Prospectus") are offered solely on the basis of the information contained herein
and in the reports referred to in the Prospectus. In connection with the offer hereby made, no person is authorised to give any
information or to make any representations other than those contained in the Prospectus and the documents referred to herein,
and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the
information contained in the Prospectus shall be solely at the risk of the purchaser.
The Board of Directors have taken all reasonable care to ensure that the information contained in this Prospectus is, to the best
of their knowledge and belief, in accordance with the facts and does not omit anything material to such information. The Board
of Directors accept responsibility accordingly.
Prospective purchasers of Shares should inform themselves as to the legal requirements, exchange control regulations and
applicable taxes in the countries of their citizenship, residence or domicile, and should consult with their own financial adviser,
stockbroker, lawyer or accountant as to any questions concerning the contents of this Prospectus. The Shares have not been
registered under the United States Securities Act of 1933 (the "Securities Act"), and the Fund 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 Fund 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. See Heading "Shares".
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT LAWFUL OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
The personal data of the subscriber and/or distributor are handled by the Central Administrator of the Fund to enable them to
manage the Fund administratively and commercially, to enable operations to be handled pursuant to the stipulations of the
Prospectus and the service contracts, to ensure that payments received are correctly assigned, that General Meetings are held
correctly and Shareholder certificates correctly drawn up if necessary. The subscriber or distributor has the right to access
his/her data in order to modify, correct or update them.
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TABLE OF CONTENTS
IMPORTANT INFORMATION 2
TABLE OF CONTENTS 3
2. GLOSSARY 9
3. THE FUND 11
4. INVESTMENT OBJECTIVES AND POLICIES 12
4.1 Investment Objective of the Fund 12
4.2 Investment Objectives and Policies of the Sub-Funds 12
5. RISK CONSIDERATIONS 14
5.1 The AIFM’s risk management process 14
5.2 Risks related to the nature of investments 14
6. MANAGEMENT, ADMINISTRATION AND CORPORATE GOVERNANCE 21
6.1 Board of Directors of the Fund 21
6.2 The Alternative Investment Fund Manager 22
6.3 Investment Management 22
6.4 The Depositary 23
6.5 The Central Administrator 23
7. CONFLICTS OF INTEREST 24
8. MONEY LAUNDERING PREVENTION 25
9. RESTRICTION OF THE OWNERSHIP OF SHARES 25
10. SHARES 26
11. SUBSCRIPTION OF SHARES 28
12. REDEMPTION OF SHARES 29
13. CONVERSION OF SHARES 30
14. LATE TRADING AND MARKET TIMING 31
14.1 Late trading 31
14.2 Market timing 32
15. TRANSFER, PLEDGE AND ASSIGNMENT OF SECURITIES 32
16. DETERMINATION OF THE NET ASSET VALUE OF SHARES 32
17. SUSPENSION OF THE NET ASSET VALUE OF SHARES 35
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18. FEES AND EXPENSES 36
18.1 General 36
18.2 Formation and launching expenses of the Fund 36
18.3 Formation and launching expenses of additional Sub-Funds 36
18.4 Fees of the AIFM, the Investment Manager, the Depositary, the Central Administrator and the Board of
Directors 37
19. AUDITORS 37
20. DIVIDENDS 37
21. LIQUIDATION – TERMINATION AND AMALGAMATION OF SUB-FUNDS 38
21.1 Dissolution and Liquidation of the Fund 38
21.2 Termination of a Class, Category and/or Sub-Fund 39
21.3 Amalgamation or Transfer of Class, Category and/or Sub-Fund 39
22. DIRECTORS’ RESPONSIBILITY AND INDEMNIFICATION 40
23. GOVERNING LAW AND JURISDICTION 40
24. TAX STATUS IN LUXEMBOURG 40
24.1 Taxation of the Fund 40
24.2 Withholding Tax 40
24.3 Taxes on Income and Capital Gains 41
24.4 Net Wealth Tax 41
24.5 Inheritance and Gift Tax 41
24.6 Common Reporting Standards 41
24.7 Foreign Account Tax Compliance Act 42
25. DATA PROTECTION 42
26. ACCOUNTING YEAR 44
27. REPORTS, NOTICES AND REGULATORY DISCLOSURE TO SHAREHOLDERS 44
27.1 Reporting and announcements to Shareholders 44
27.2 Regulatory disclosure 45
APPENDIX I –RISK SPREADING RULES APPLICABLE TO THE FUND 47
1. Investments in Transferable Securities and other Assets 47
2. Use of derivative financial instruments 47
3. Investment in other funds and UCIs (investee funds) 48
4. Risk spreading rules applicable to securities short-selling transactions 49
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5. Risk spreading rules applicable to borrowing transactions 50
6. Securities lending transactions 50
7. Repurchase transactions (Repos) 51
8. Breach of investment limits not due to investment decisions 51
9. Qualifications 51
APPENDIX II – SHARE CLASSES WITHIN SUB-FUNDS 52
APPENDIX III – SUB-FUNDS 54
APPENDIX IV – KEYSTONE REAL ESTATE PLACEMENT 55
1. Investment Policy 55
2. Investment Restrictions 56
3. Currency of the Sub-Fund 57
4. Class of Shares 57
5. Subscription 57
6. Redemption of Shares 58
7. Transfer of Shares 59
8. Distribution policy and Reinvestment 59
9. Distribution of Assets 59
10. Delegation of Management of the Sub-Fund’s Assets 59
11. Management and Performance Fees 59
12. Valuation Day 60
APPENDIX V – KEYS PLACEMENT 61
5. Subscription 63
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APPENDIX VI – KEYS REAL ESTATE DISTRIBUTION 66
a) Investment Objectives 66
b) Sectors 66
c) Geographical areas 67
d) Type of financial instrument 67
e) Leverage 68
5. Subscription 68
ANNEX VII – INFORMATION FOR INVESTORS IN SWITZERLAND 72
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SICAV SIF S.A.
MANAGEMENT AND ADMINISTRATION
PRINCIPAL AND REGISTERED OFFICE
Keystone Fund, a SICAV SIF S.A.

L-2411 Luxembourg Grand-Duchy of Luxembourg
MEMBERS OF THE BOARD OF THE FUND

Pierre Mattei, Director
Cyril Garreau, Director
Jean-Bernard Quillon, Director
Benjamin Lebreton, Director
ALTERNATIVE INVESTMENT FUND MANAGER

BIL Manage Invest S.A.
42 rue de la Vallée
L-2661 Luxembourg
Grand Duchy of Luxembourg
BOARD OF DIRECTORS OF THE ALTERNATIVE INVESTMENT FUND MANAGER

Hans-Peter Borgh, Chairman
Marcel Leyers, Director
Martin Freiermuth, Director
Jan-Stig Rasmussen, Director
INVESTMENT MANAGER
KEYS REIM
11, rue Jean Mermoz
75008 PARIS
France
DEPOSITARY
Natixis Wealth Management Luxembourg
51, avenue J.F Kennedy,
L-1855
CENTRAL ADMINISTRATION
ALTER DOMUS ALTERNATIVE ASSET FUND ADMINISTRATION S.À R.L.
L-2411 Luxembourg Grand-Duchy of Luxembourg
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AUDITOR
PricewaterhouseCoopers Luxembourg, Société cooperative
2, rue Gerhard Mercator,
L-2182 Luxembourg
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2. GLOSSARY
Alternative Investment Fund Manager or AIFM –BIL Manage Invest S.A., or any successor thereof
Alternative Investment Fund Management Agreement or AIFM Agreement – the agreement between the AIFM and the
Fund as amended, supplemented or otherwise modified from time to time
AIFM Directive – Directive 2011/61/EU of the European Parliament and of the Council of June 8, 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 Regulation – Commission delegated Regulation (EU) No 231/2013 of December 19, 2012 supplementing Directive
2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions,
depositaries, leverage, transparency and supervision
AIFM Law – refers to the Law of July 12, 2013 on Alternative Investment Fund Managers transposing in Luxembourg the
AIFM Directive
Appendix – refers to specific information in relation to each Sub-Fund of the Fund as detailed in each appendix to this
Prospectus
Articles of Incorporation - the articles of incorporation of the Fund
Assets – resource managed by an entity as a result of transactions from which future economic benefits may be obtained and
property or things having a value
Auditor – PricewaterhouseCoopers Luxembourg Société cooperative, as the initial auditor of the Fund or any other or
successor auditor to it appointed by the general meeting of the Shareholders
Board of Directors – the Board of Directors of the Fund
Business Day – a day on which banks are open for business in Luxembourg. On any business day, the Board of Directors may
decide to determine a Net Asset Value to be used for information purpose only
Category – group of shares of each Class, which are sub-divided into capitalization of income or distribution of dividends
Central Administrator – Alter Domus Alternative Asset Fund Administration S.à r.l. or any successor thereof
CHF - Swiss Francs
Class – group of shares of each Sub-Fund which may differ, inter alia, in respect of their specific denominated currency,
charging structures or other specific features
Depositary – Natixis Wealth Management Luxembourg or any successor thereof
Depositary Agreement – the depositary agreement between the Fund and the Depositary as amended, supplemented or
otherwise modified from time to time
Sub-Fund – a separate portfolio of assets within the Fund
Sub-Fund's Asset or "gross assets" – for each Sub-Fund, the sum resulting from its assets plus any amount borrowed for the
purpose of investments (if any)
ESMA – European Securities and Markets Authority
EU – the European Union
Euro or EUR – the single currency of the member states of the Economic and Monetary Union
FCA – the United Kingdom regulatory authority Financial Conduct Authority, or its successor in charge of the supervision of
the undertakings for collective investment in the United Kingdom
Fund – a Luxembourg société d'investissement à capital variable – specialised investment fund as more fully described below
in the section entitled “The Fund”
General Meeting – the general meeting of Shareholders of the Fund
Grand- Duchy – Grand Duchy of Luxembourg
Group of Companies – companies belonging to the same body of undertakings and which must draw up consolidated accounts
in accordance with Council Directive 83/349/EEC of 13th June 1983 on consolidated accounts or according to recognised
international accounting rules
Institutional Investors – a well-informed investor qualifying as an institutional investor or a professional investor as set forth
by the Law of 2007
Investment Management Agreement - the agreement between the AIFM and KEYS REIM as investment manager, or any
successor in such capacity as amended, supplemented or otherwise modified from time to time
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Investment Manager– any entity or person appointed from time to time by the Board of Directors. The Investment Manager
instructs the Fund’s transactions
Law of 1915 – refers to the Law relating to commercial companies dated August 10, 1915 as amended from time to time
Law of 1993 – refers to the Law of April 5, 1993 on the financial sector, as amended from time to time
Law of 2004 – refers to the Law concerning the fight against money laundering and terrorist financing dated November 12,
2004 as amended from time to time
Law of 2007 – refers to the Law concerning specialised investment funds dated February 13, 2007 as amended from time to
time
Member State – a member state of the European Union
Mémorial – the Mémorial C, Recueil des Sociétés et Associations
Money Market Instruments – instruments normally dealt in on the money market which are liquid, and have a value which
can be accurately determined at any time
Net Asset Value – the net asset value, issue price, repurchase and conversion price per Share of the relevant Sub-Fund, Class or
Category as determined in the Reference Currency on each Valuation Day in accordance with the section below entitled
“Determination of the Net Asset Value of Shares”
OECD – The Organisation for Economic Co-operation and Development
OTC – Over the Counter
Prospectus – this document, including any supplement thereto, as amended or restated from time to time
Reference Currency – the currency in which the Fund or a Sub-Fund of Class or Category is denominated
Register - the Luxembourg Trade and Companies Register
Regulated Market – a regulated market as defined in the Council Directive 93/22/EEC of May 10, 1993 on investment
services in the securities field (“Directive 93/22/EEC”) and subsequent regulations
Regulatory Authority – the Luxembourg authority CSSF or its successor in charge of the supervision of the undertakings for
collective investment in the Grand Duchy of Luxembourg
RESA – recueil électronique des sociétes et associations which has replaced the publication of Mémorial C after June 30, 2016
SFTR – Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of
securities financing transactions and of reuse and amending Regulation (EU) No 648/2012.
Shareholder - owner of Shares
Shares - each share within any Sub-Fund
Transferable Securities – (i) shares in companies and other securities equivalent to shares in companies (“shares”); (ii) bonds
and other forms of securitized debt (“debt securities”) and (iii) any other negotiable securities which carry the right to acquire
any such transferable securities by subscription or exchange, to the extent they do not qualify as techniques and instruments as
described hereafter
UCI – an undertaking for collective investment subject to risk spreading obligations comparable to those provided for funds
subject to the Law of February 13, 2007
UCITS – an undertaking for collective investment in transferable securities under Article 1(2) of the UCITS Directive
UCITS Directive – Directive 2009/65/EC of the European Parliament and of the Council of July 13, 2009 on the coordination
of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities
USD-United States Dollar
Valuation Day – in relation to any Sub-Fund, means the Business Day (except a Business Day falling within a period of bank
holidays or of suspension of determination of Net Asset Value), at which the Net Asset Value per Share of each Sub-Fund is
calculated in order to settle applications for subscription and/or redemption and/or conversion. Net Asset Value, calculated for
information purpose only, could not be used to settle applications for subscription and/or redemption and/or conversion unless
otherwise determined by the Board of Directors
Well-Informed Investor – well-informed investors within the meaning of Article 2 of the Law of 2007
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3. THE FUND
The Fund is an investment company under the form of a société anonyme, qualifying as a “société d’investissement à capital
variable – fonds d'investissement spécialisé” with multiple Sub-Funds organised in and under the laws of the Grand Duchy of
Luxembourg and the Law of 1915, which envisages to invest in a diversified range of transferable securities and/ or other
Assets accepted by law, conforming to the investment policy of each particular Sub-Fund.
The Fund qualifies as an Alternative Investment Fund (“AIF”) in accordance with the AIFM Law, and is managed by an
authorised external AIFM pursuant to Chapter II of the AIFM Directive.
The capital of the Fund shall at all times be equal to the total Net Asset Value of the Fund. The Fund is registered pursuant to
the Law of 2007. However such registration does not require any Luxembourg authority to approve or disapprove either the
adequacy or accuracy of the Prospectus or the Assets held in the various Sub-Funds. Any representations to the contrary are
unauthorised and unlawful.
The Fund was created for an unlimited duration.
The Fund’s Articles of Incorporation have been deposited with the Register and were published in the Mémorial on September
9, 2011. The Articles of Incorporation may be amended from time to time by a General Meeting, subject to the quorum and
majority requirements provided by the Law of 1915. Any amendment thereto shall be published in RESA and, if necessary, in a
Luxembourg daily of wide circulation newspaper and/or in the official publications specified for the respective countries in
which the Shares are sold. Such amendments become legally binding on all Shareholders, following their approval by the
General Meeting.
The Shares of every Sub-Fund of the Fund may be listed on the Luxembourg Stock Exchange, upon decision of the Board of
Directors. The reference currency of the Fund is the Euro. In accordance with the Articles of Incorporation, the Board of
Directors of the Fund may issue Shares in each Sub-Fund. A separate pool of Assets is maintained for each Sub-Fund and is
invested in accordance with the investment objectives applicable to the relevant Sub-Fund. As a result, the Fund is an “umbrella
fund” enabling investors to choose between one or more investment objectives by investing in one or more Sub-Funds.
Investors may choose which Sub-Fund(s) may be the most appropriate for their specific risk and return expectations as well as
their diversification needs. 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.
The net proceeds from the subscription to each Sub-Fund are invested in the specific portfolio of Assets constituting that Sub-
Fund.
With regard to third parties, any liability will be exclusively attributed to the Sub-Fund. The specific investment policy and
features of the Sub-Funds are described in detail in the Appendices below.
The Board of Directors may, at any time, create additional Sub-Funds. In that event the Prospectus will be updated accordingly.
Furthermore, in respect of each Sub-Fund, the Board of Directors may decide to issue one or more Classes of Shares, and within
each Class, one or several Category(ies) of Shares subject to specific features such as a specific sales and redemption charge
structure, a specific management fee structure, different distribution, Shareholders servicing or other fees, different types of
targeted investors, different currencies and/or such other features as may be determined by the Board of Directors from time to
time. The currency in which the Classes or Categories of Shares are denominated may differ from the Reference Currency of
the relevant Sub-Fund. The Fund may, at the expense of the relevant Class or Category of Shares, use instruments such as
forward currency contracts to hedge the exposure of the investments denominated in other currencies than the currency in which
the relevant Class or Category of Shares is denominated. The Classes of Shares and their Categories for each Sub-Fund are
indicated in the relevant Appendix.
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The amount invested in the various Classes or Categories of Shares of each Sub-Fund are themselves invested in a common
underlying portfolio of investments. The Board of Directors may decide to create further Classes or Categories of Shares with
different characteristics and, in such case, this Prospectus will be updated accordingly. Shares of different Classes or Categories
within each Sub-Fund may 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 of Incorporation.
As of 1 January 2018, a key information document (“KID“) in compliance with the relevant provisions of Regulation (EU)
1286/2014, as amended, and Commission Delegated Regulation (EU) 2017/653 will be published for each Classes or
Categories of Shares available to future retail investors within the meaning of Directive 2014/65/EU (“Retail Investor“). KID
are handed over to future Retail Investors in good time prior to their subscription in the Fund and are (i) provided to the Retail
Investor using a durable medium other than paper or (ii) available under www.keys-am.com and can be obtained in paper form
free of charge upon request from the Fund.
The Fund was incorporated with an initial capital of Euro 31,000 - divided into fully paid-up Shares. The minimum subscribed
capital of the Fund, as prescribed by law, is Euro 1,250,000. This minimum was reached within a period of 12 months following
the authorization of the Fund as a SICAV-SIF under the Law of 2007.
4. INVESTMENT OBJECTIVES AND POLICIES
4.1 Investment Objective of the Fund
The purpose of the Fund is to provide investors with an opportunity for investment in a professionally managed investment fund
in order to achieve an optimum return from the capital invested. The Fund is restricted solely to Well-Informed Investors such
as institutional investors, professional investors and other investor who meet the following conditions:
a) he has confirmed in writing that he adheres to the status of Well-Informed Investor, and
b) he is committed to invest a minimum of 125,000 Euro in the specialized investment fund,
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 2001/107/EC certifying his expertise, his experience and his knowledge in adequately apprising an
investment in the specialized investment fund.
The conditions set forth above are not applicable to the Board of Directors and other persons who are involved in the
management of the Fund.
The Fund will seek to achieve its objective, in accordance with the policies and guidelines established by the Board of
Directors.
For this purpose the Fund offers a choice of Sub-Funds as described in the Appendices, which allow investors to make their
own strategic allocation.
4.2 Investment Objectives and Policies of the Sub-Funds
The Board of Directors has determined the investment objective and policies of each Sub-Fund as described in the Appendices
of the Prospectus. 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
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applicable to the relevant Sub-Fund.
See “Risk Considerations” for a discussion of certain factors in connection with an investment in the relevant Sub-Funds.
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5. RISK CONSIDERATIONS
5.1 The AIFM’s risk management process
The AIFM has established and maintains a permanent risk management function that implements effective risk management
policies and procedures in order to identify, measure, manage and monitor on an ongoing basis all risks relevant to each Sub-
Fund’s investment strategy including in particular market, credit, liquidity, counterparty, operational and all other relevant risks.
Furthermore, the risk management process ensures an independent review of the valuation policies and procedures as per the
AIFM Regulation.
The risk profile of each Sub-Fund shall correspond to the size, portfolio structure and investment strategy of each respective
Sub-Fund.
The Sub-Funds may, for the purpose of (i) hedging, (ii) efficient portfolio management and/or (iii) implementing its investment
strategy, use all financial derivative instruments.
The AIFM applies a comprehensive process based on qualitative and quantitative risk measures to assess the risks of each Sub-
Fund.
It thereby differentiates between liquid or sufficiently liquid Assets and illiquid Assets.
Leverage
The AIFM will for each Sub-Fund provide to competent authorities and investors the level of leverage of such Sub-Fund both
on a gross and on a commitment method basis in accordance with the gross method as set out in article 7 of the AIFM
Regulation and the commitment method as set out in Article 8 of the AIFM Regulation.
The AIFM will set a maximum level of leverage which may be employed within each respective Sub-Fund as specified in each
Appendix. In case the leverage employed as calculated according to the commitment methodology exceeds three times its net
asset value, a special disclosure in accordance with article 110 of the AIFM Regulation will be made.
Liquidity Management
The AIFM employs appropriate liquidity management methods and adopts procedures which enable it to monitor the liquidity
risk of each Sub-Fund. The AIFM ensures that, for each Sub-Fund it manages, the investment and financing strategy, the
liquidity profile and the redemption policy are consistent.
The Board of Directors may, under exceptional circumstances and in the interest of the relevant Sub-Fund or of the
Shareholders of the relevant Sub-Fund, apply gates and/or, with the prior approval of the CSSF, side pockets.
The above shall not apply to un-leveraged closed-ended Sub-Funds in accordance to the ESMA Guidelines 2012/844.
5.2 Risks related to the nature of investments
- General
Despite the possibility for the Fund to use option, futures and swap contracts and to enter into forward foreign exchange
transactions with the aim to hedge exchange rate risks, all Sub-Funds are subject to market or currency fluctuations, and to the
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risks inherent in all investments. Therefore, no assurance can be given that the invested capital will be preserved, or that capital
appreciation will occur.
- Exchange rates
The currency in which the Classes of Shares of each Sub-Fund is denominated is not necessarily the Reference Currency of the
relevant Sub-Fund or the investment currency of the Sub-Fund concerned. Investments are made in those currencies that best
benefit the performance of the Sub-Funds in the view of the AIFM. Changes in foreign currency exchange rates may affect the
value of Shares held in the Sub-Funds. Shareholders investing in a Sub-Fund other than in the currency in which the relevant
Class of Shares is denominated should be aware that exchange rate fluctuations could cause the value of their investment to
diminish or increase.
- Interest rates
The value of fixed income securities held by the Sub-Funds generally will vary inversely with changes in interest rates and such
variation may affect Share prices accordingly.
- Equity securities
The value of a Sub-Fund that invests in equity securities will be affected by changes in the stock markets and changes in the
value of individual portfolio securities. At times, stock markets and individual securities can be volatile and prices can change
substantially in short periods of time. The equity securities of smaller companies are more sensitive to these changes than those
of larger companies. This risk will affect the value of such Sub-Funds, which will fluctuate as the value of the underlying equity
securities fluctuates.
- Investments in other funds and UCI and underlying leverage risk exposure
The value of an investment represented by a fund or a UCI in which the Fund invests, may be affected by fluctuations in the
currency of the country where such fund or UCI invests, or by foreign exchange rules, the application of the various tax laws of
the relevant countries, including withholding taxes, government changes or variations of the monetary and economic policy of
the relevant countries. Furthermore, it is to be noted that the Net Asset Value per Share will fluctuate mainly in light of the net
asset value of the targeted funds or UCIs. In addition, some targeted funds or UCIs can be involved in significant economic
leverage which can involve significant risks of loss. The low initial margin deposits normally required to these funds or UCIs to
establish a position in their underlying investments permits leverage. As a result, a relatively small movement in the price of
such funds or UCIs underlying investments may result in a profit or a loss that is high in proportion to the amount of Assets
actually placed as initial margin and may result in unlimited further loss exceeding any margin deposited.
The amount of leverage or borrowings, which the targeted funds or UCIs may have outstanding at any time, may be large in
relation to their capital. Consequently, the level of margin and interest rates generally and the rates at which the targeted funds
or UCIs can borrow, in particular, will affect their operating results.
- Emerging markets
All Sub-Fund investments in the securities issued by corporations, governments, and public-law entities in different nations and
denominated in different currencies involve certain risks. These risks are typically increased in developing countries and
emerging markets. Such risks, which can have adverse effects on portfolio holdings, may include:
1. investment and repatriation restrictions;

2. currency fluctuations;
3. the potential for unusual market volatility as compared to more industrialised nations;
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4. government involvement in the private sector;
5. limited investor information and less stringent investor disclosure requirements;
6. shallow and substantially smaller liquid securities markets than in more industrialised countries, which means a
Sub-Fund may at times be unable to sell certain securities at desirable prices;
7. certain local tax law considerations;
8. limited regulation of the securities markets;
9. international and regional political and economic developments;
10. possible imposition of exchange controls or other local governmental laws or restrictions;
11. the increased risk of adverse effects from deflation and inflation; and (xii) the possibility of limited legal recourse
for the Sub-Fund. Investors in Sub-Funds investing in emerging markets should in particular be informed that the
liquidity of securities issued by corporations and public-law entities in emerging markets may be substantially
smaller than with comparable securities in industrialised countries.
- Derivatives leverage risk
The concerned Sub-Fund may use both listed (including but not limited to futures and options) and OTC derivatives (including
but not limited to options, forwards, interest rate swaps and credit derivatives) as part of its investment strategy for hedging or
efficient portfolio management purposes. These instruments are volatile and may be subject to various types of risks, including
but not limited to market risk, liquidity risk, credit risk, counterparty risk, legal risk and operations risks. In addition, the use of
derivatives can involve significant economic leverage and may, in some cases, involve significant risks of loss. The low initial
margin deposits normally required to establish a position in such instruments permits leverage. As a result, a relatively small
movement in the price of the contract and/or of one of its parameters may result in a profit or a loss that is high in proportion to
the amount of Assets actually placed as initial margin and may result in unlimited further loss exceeding any margin deposited.
Furthermore, when used for hedging purposes, there may be an imperfect correlation between these instruments and the
investments or market sectors being hedged.
The amount of leverage resulting from the use of derivatives or borrowings, which the Sub-Fund may have outstanding at any
time, may be large in relation to their capital. Consequently, the level of margin and interest rates generally and the rates at
which the Sub-Fund can borrow, in particular, will affect the operating results of the Sub-Fund. Leverage increases the potential
return of the Sub-Fund, however, it is accompanied by greater risks. As such, the amount of potential loss could become greater
than if there is no leverage.
Whether any margin deposit will be required for OTC options and other OTC instruments, such as currency forwards, swaps
and certain other derivative instruments will depend on the credit determinations and specific agreements of the parties to the
transaction, which are individually negotiated.
- Options, futures and swaps
Each of the Sub-Funds may use options, futures and swap contracts and enter into forward foreign exchange transactions to the
extent allowed in accordance with the investment policy of the Sub-Funds. The ability to use these strategies may be limited by
market conditions and regulatory limits and there can be no assurance that the objective sought to be attained from the use of
these strategies will be achieved. Participation in the options or futures markets, in swap contracts and in foreign exchange
transactions involves investment risks and transaction costs to which the Sub-Funds would not be subject if they did not use
these strategies. If the Sub-Funds Investment Manager's predictions of movements in the direction of the securities, foreign
currency and interest rate markets are inaccurate, the adverse consequences to a Sub-Fund may leave the Sub-Fund in a less
favourable position than if such strategies were not used.
Risks inherent in the use of options, foreign currency, swaps and futures contracts and options on futures contracts include, but
are not limited to:
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(a) dependence on the Investment Manager's ability to predict correctly movements in the direction of interest rates, securities
prices and currency markets;
(b) imperfect correlation between the price of options and futures contracts and options thereon and movements in the prices of
the securities or currencies being hedged;
(c) the fact that skills needed to use these strategies are different from those needed to select portfolio securities;
(d) the possible absence of a liquid secondary market for any particular instrument at any time;
(e) the possible inability of a Sub-Fund to purchase or sell a portfolio security at a time that otherwise would be favourable for it
to do so, or the possible need for a Sub-Fund to sell a portfolio security at a disadvantageous time.
Where a Sub-Fund enters into swap transactions it is exposed to a potential counterparty risk. In case of insolvency or default of
the swap counterparty, such event would affect the Assets of the Sub-Fund.
- Warrants risk
Investments in and holding of warrants may result in increased volatility of the Net Asset Value of certain Sub-Funds, which
may make use of warrants, and accordingly is accompanied by a higher degree of risk.
- Real Estate Securities risk
Some Sub-Funds invest in real estate. Real estate values rise and fall in response to a variety of factors, including local, regional
and national economic conditions, interest rates and tax considerations. When economic growth is slow, demand for property
decreases and prices may decline. Property values may decrease because of overbuilding, increases in property taxes and
operating expenses, changes in zoning laws, environmental regulations or hazards, uninsured casualty or condemnation losses,
or general decline in neighbourhood values. Real estate investments may be affected by any changes in the value of the
properties owned and other factors, and their prices tend to go up and down. Real estate investment performance depends on the
types and locations of the properties the Sub-Fund owns and on how well it manages those properties. A decline in rental
income may occur because of extended vacancies, increased competition from other properties, tenants’ failure to pay a rent or
poor management. Real estate investment performance also depends on the Sub-Fund’s ability to finance property purchases
and renovations and manage its cash flows. Since real estate investments typically are invested in a limited number of projects
or in a particular market segment, they are more susceptible to adverse developments affecting a single project or market
segment than more broadly diversified investments.
- Non-Regulated markets risk and OTC risk
Some Sub-Funds may invest in securities of issuers in countries whose markets do not qualify as regulated markets due to their
economic, legal or regulatory structure.
Some Sub-Funds are exposed to counterparty risks associated to counterparties with which, or brokers and dealers through
which, they deal, when they engage in OTC transactions. In the case of insolvency or failure of any such party, such a Sub-
Funds might recover, even in respect of property specifically traceable to it, only a pro rata share of all property available for
distribution to all of such party’s creditors and/or customers. Such an amount may be less than the amounts owed to the Sub-
Funds. Furthermore, Investments in OTC transaction or derivatives may have limited secondary markets liquidity and it may be
difficult to assess the value of such a position and its exposure to risk.
- Credit risk
Credit risk, a fundamental risk relating to all fixed income securities as well as money market instruments, is the chance that an
issuer will fail to make principal and interest payments when due. Issuers with higher credit risk typically offer higher yields for
this added risk. Conversely, issuers with lower credit risk typically offer lower yields. Generally, government securities are
considered to be the safest in terms of credit risk, while corporate debt, especially those with poorer credit ratings, have the
highest credit risk. Changes in the financial condition of an issuer, changes in economic and political conditions in general, or
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changes in economic and political conditions specific to an issuer, are all factors that may have an adverse impact on an issuer’s
credit quality and security values.
- Liquidity risk
However, some markets, on which Sub-Fund may invest, may prove at time to be insufficiently liquid or illiquid. This affects
the market price of such a Sub-Fund’s securities and therefore its Net Asset Value. Potential investors should also note that
some investments may not be liquid investments. In some cases, a decision to unwind a portfolio may not be the most efficient
option to meet the Sub-Fund’s liquidity needs. In addition, some investments are considered to be “long term investments”,
consequently investors should notice that in certain cases, several years may be required before a realization of value is
achieved. Realization of value in the short-term may be difficult or may have to be made at a substantial discount compared to
its expected long term return. Furthermore, there is a risk that, because of a lack of liquidity on certain investments and lack of
efficiency in certain markets or unusual high volumes of repurchase requests or other reason, Sub-Funds may experience some
difficulties in purchasing or selling holdings of securities and, therefore, meeting subscriptions and redemptions in the time
scale indicated in the Prospectus.
In such circumstances, the Board of Directors may, in accordance with the Fund's Articles of Incorporation and in the investors’
interest, suspend subscriptions and redemptions or extend the settlement timeframe.
- Asset-back Securities risk
Some Sub-Funds may invest in asset-backed securities which are securities (notes or bonds) that are issued with a structure that
repayment is intended to be obtained from the cash flow generated by an identified (and secured / collateralized) pool of Assets
representing consumer financing, loans or insurance policies.
Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying Assets, and credit
enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default. Asset-
backed securities are subject to prepayment, extension risks and counterparty risks:
• The Sub-Fund may receive unscheduled prepayments of principal before the security’s maturity date due to
voluntary prepayments, refinancing or foreclosure on the underlying asset. To the Sub-Fund this means a loss of
anticipated interest, and a portion of its principal investment represented by any premium the Sub-Fund may have
paid. Prepayments generally increase when interest rates fall.
• Asset-backed securities are also subject to extension risk. An unexpected rise in interest rates could reduce the rate
of prepayments on asset-backed securities and extend their life. This could cause the price of the asset-backed
securities to be more sensitive to interest rate changes.
• Asset-backed securities, underlying a pool of consumer’s engagements, there is a risk that one or several parties /
consumers in the pool will default. The risk is therefore associated with the financial stability of such parties /
consumers. In the case of insolvency or failure of several parties, such a Sub-Fund might recover only a pro rata of
all prepayments available in the pool. Such an amount may be less than the amounts owed to the Sub-Fund.
- Credit-linked Securities risk
Credit-linked securities are debt securities that represent an interest in a pool of, or are otherwise collateralized by one or more
corporate debt obligations or credit default swaps incorporated debt or bank loan obligations. Such debt obligations may
represent the obligations of one or more corporate issuers. The Sub-Fund has the right to receive periodic interest payments
from the issuer of the credit-linked security (usually the seller of the underlying credit default swap(s)) at an agreed-upon
interest rate, and a return of principal at the maturity date.
The Sub-Fund bears the risk of loss of its principal investment, and the periodic interest payments expected to be received for
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the duration of its investment in the credit-linked security, in the event that one or more of the debt obligations underlying the
credit default swaps go into default or otherwise become non-performing. Upon the occurrence of such a credit event (including
bankruptcy, failure to timely pay interest or principal, or a restructuring), the Sub-Fund affected will generally reduce the
principal balance of the related credit-linked security by the Sub-Fund’s pro rata interest in the par amount of the defaulted
underlying debt obligation in exchange for the actual value of the defaulted underlying obligation or the defaulted underlying
obligation itself, resulting in a loss of a portion of the Sub-Fund’s investment. Thereafter, interest on the credit-linked security
will accrue on a smaller principal balance and a smaller principal balance will be returned at maturity. To the extent a credit
linked security represents an interest in underlying obligations of a single corporate or other issuer, a credit event with respect to
such issuer presents greater risk of loss to a Sub-Fund than if the credit-linked security represented an interest in underlying
obligations of multiple issuers. In addition, the Sub-Fund bears the risk that the issuer of the credit-linked security will default
or become bankrupt.
In such an event, the Sub-Fund may have difficulty being repaid, or fail to be repaid, the principal amount of its investment and
the remaining periodic interest payments thereon.
An investment in credit-linked securities also involves reliance on the counterparty to the credit default swap entered into with
the issuer of the credit-linked security to make periodic payments to the issuer under the terms of the swap. Any delay or
cessation in the making of such payments may be expected in certain instances to result in delays or reductions in payments to
the Sub-Fund as an investor in such credit-linked securities. Additionally, credit-linked securities are typically structured as
limited recourse obligations of the issuer of such securities such that the securities issued will usually be obligations solely of
the issuer and will not be obligations or responsibilities of any other person.
Most credit-linked securities are structured as U.S. Rule 144A securities so that they may be freely traded among institutional
buyers. A Sub-Fund will generally only purchase credit-linked securities, which are determined to be liquid in accordance with
the Sub-Fund’s liquidity guidelines. However, the market for credit-linked securities may suddenly become illiquid. The other
parties to the transaction may be the only investors with sufficient understanding of the derivative to be interested in bidding for
it. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for credit-linked securities. In
certain cases, a market price for a credit-linked security may not be available or may not be reliable, and the Sub-Fund could
experience difficulty in selling such security at a price the Investment Manager believes is fair.
The value of a credit-linked security will typically increase or decrease with any change in value of the underlying debt
obligations, if any, held by the issuer and the credit default swap. Furthermore, in cases where the credit-linked security is
structured such that the payments to the Sub-Fund are based on amounts received in respect of, or the value of performance of,
any underlying debt obligations specified in the terms of the relevant credit default swap, fluctuations in the value of such
obligation may affect the value of the credit-linked security.
- Defaulted Debt Securities risk
Some Sub-Funds may invest in debt securities on which the issuer is not currently making interest payments (defaulted debt
securities). These Sub-Funds may buy defaulted debt securities if, in the opinion of the Investment Manager, it appears likely
that the issuer may resume interest payments or other advantageous developments appear likely in the near future. These
securities may become illiquid.
The risk of loss due to default may also be considerably greater with lower-quality securities because they are generally
unsecured and are often subordinated to other creditors of the issuer. If the issuer of a security in a Sub-Fund’s portfolio
defaults, the Sub-Fund may have unrealised losses on the security, which may lower the Sub-Fund’s Net Asset Value per Share.
Defaulted securities tend to lose much of their value before they default. Thus, the Sub-Fund’s Net Asset Value per Share may
be adversely affected before an issuer defaults. In addition, the Sub-Fund may incur additional expenses if it must try to recover
principal or interest payments on a defaulted security.
Included among the issuers of debt securities or obligations in which the Fund may invest are entities organised and operated
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solely for the purpose of restructuring the investment characteristics of various securities or obligations. These entities may be
organised by investment banking firms, which receive fees in connection with establishing each entity and arranging for the
placement of its securities.
- Concentration risk
The Sub-Funds may invest a relatively high percentage of its Assets in securities of a limited number of issuers or industries or
in loans syndicated by companies in the commercial banking, thrift banking, insurance and finance industries. As a result of this
concentration of its Assets, the Sub-Funds are subject to certain risks associated to such companies, both individually and as a
group.
- Low-Rated Security risk
The Sub-Funds may invest in higher-yielding securities rated lower in investment grade. Accordingly, an investment in these
Sub-Funds is accompanied by a higher degree of credit risk. Below investment grade securities such as, for example, high yield
debt securities, may be considered a high risk strategy and can include securities that are unrated and/or in default. Lower-
quality, higher yielding securities may also experience greater price volatility when compared to higher-quality, lower yielding
securities. Additionally, default rates tend to rise for companies with poorer rated securities during economic recessions or in
times of higher interest rates.
- Small and Mid-Sized Companies risk
The stock prices of small and mid-sized companies can perform differently than larger, more recognised, companies and have
the potential to be more volatile. A lower degree of liquidity in their securities, a greater sensitivity to changes in economic
conditions and interest rates, and uncertainty over future growth prospects may all contribute to such increased price volatility.
Additionally, smaller companies may be unable to generate new funds for growth and development, may lack depth in
management, and may be developing products in new and uncertain markets all of which are risks to consider when investing in
such companies. With regards to bonds issued by small and mid-sized companies there is a risk higher that such parties will
default. The counterparty risk is therefore associated with the financial stability of such parties. In the case of insolvency or
failure of such parties, the Sub-Fund might not recover, or only a pro rata of, its investments.
- Private Equity and Unquoted Companies risk
The stock prices of unquoted and private equity companies can perform differently than larger, more recognised, companies and
have the potential to be more volatile. A lower degree of, or no liquidity in their securities/Assets, a greater sensitivity to
changes in economic conditions and interest rates, and uncertainty over future growth prospects may all contribute to such
increased price volatility.
Additionally, these companies may be unable to generate new funds for growth and development, may lack depth in
management, may be developing products in new and uncertain markets, and may be difficult to value all of which are risks to
consider when investing in such companies.
- Commodities risk
Investments in commodities may subject the Fund to greater volatility than investments in traditional securities. The value of
commodities may be affected by changes in overall market movements, supply and demand, commodity index volatility,
forward selling by the various commodities producers, purchases made by the commodities’ producers to unwind their hedge
positions, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather,
livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The Fund may
concentrate its Assets in a particular sector of the commodities market (such as oil, metal or agricultural products). As a result,
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the Fund may be more susceptible to risks associated with those sectors.
- Particular Swap Agreements risk
The Fund may enter into interest rate, index and currency exchange rate swap agreements for the purposes of attempting to
obtain a particular desired return at a lower cost than if the Fund had invested directly in an instrument that yielded that desired
return. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few
days to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differential in rates
of return) earned or realised on particular predetermined investments or instruments. The gross returns to be exchanged or
“swapped” between the parties are calculated with respect to a “notional amount”, ie, the return on or increase in value of a
particular US dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities
representing a particular index. The “notional amount” of the swap agreement is only a fictive basis on which to calculate the
obligations which the parties to a swap agreement have agreed to exchange. The Fund’s obligations (or rights) under a swap
agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values
of the positions held by each party to the agreement (the “net amount”). The Fund’s obligations under a swap agreement will be
accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap
counterparty will be covered by the maintenance of a segregated account consisting of cash, United States of America
government securities, or high grade debt obligations, to avoid any potential leveraging of the Fund’s portfolio.
Whether the Fund’s use of swap agreements will be successful in furthering its investment objective will depend on the ability
of the Investment Managers to correctly predict whether certain types of investments are likely to produce greater returns than
other investments. Since they are two party contracts and that they may have terms of greater than seven calendar days, swap
agreements may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received
under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Investment Managers
will cause the Fund to enter into swap agreements only with counterparties that would be eligible for consideration as
repurchase agreement counterparties under the Fund’s repurchase agreement guidelines.
6. MANAGEMENT, ADMINISTRATION AND CORPORATE GOVERNANCE
6.1 Board of Directors of the Fund
Unless otherwise provided for under the Law of 1915, this Prospectus or the Articles of Incorporation, the Board of Directors
shall have the broadest powers to perform all acts of management and administration of the Fund. All powers not expressly
reserved under the Law of 1915 or the Articles of Incorporation to the General Meetings shall be exercisable by the Board of
Directors.
The Board of Directors shall have complete discretion and full power, authority and right to represent and bind the Fund, either
itself or wholly in part through its authorized agents or delegates.
The Board of Directors is granted with the power to take any decisions on the following items (this list being not exhaustive and
not limitative):
- appointment and replacement of the Central Administrator;

- appointment and replacement of the Depositary;
- appointment and replacement of the AIFM;
- suspension of the Net Asset Value calculation;
- all changes of the investment objectives and restrictions of a Sub-Fund;
- launch of any new Sub-Fund, Class or Category and liquidation / close of any existing Sub-Fund, Class or Category,
under the conditions set forth in this Prospectus.
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6.2 The Alternative Investment Fund Manager

The Board of Directors has appointed BIL Manage Invest S.A. as the AIFM of the Fund pursuant to the AIFM Agreement
entered into by the Fund.
The AIFM is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg on 10 July
2013. The AIFM is authorised and regulated by the CSSF in Luxembourg under the AIFM Law. The AIFM is an affiliated
company of the BIL Group.
In order to cover potential professional liability risks, the AIFM holds appropriate additional own funds invested in liquid
Assets or Assets readily convertible to cash in the short term, in accordance with the provisions of the AIFM Directive to cover
any potential professional liability resulting from its activities as AIFM.
The AIFM is entrusted with the functions of (i) portfolio management, (ii) risk management, (iii) marketing and (iv) valuation
of the Assets of the Sub-Funds, in accordance with the AIFM Agreement.
In accordance with applicable laws and regulations, and with the consent of the Fund, the AIFM is empowered to delegate,
under its supervision and responsibility, part of its duties and powers to any person or entity, which it may consider appropriate
and which disposes of the requisite expertise and resources. This Prospectus shall in such case be amended accordingly.
The AIFM ensures that the delegates carry out the delegated functions effectively and in compliance with applicable law and
regulatory requirements and it must establish methods and procedures for reviewing on an ongoing basis the services provided
by the delegates. The AIFM shall supervise effectively the delegated functions and manage the risks associated with the
delegation and take appropriate action if it appears that the delegates cannot carry out the functions effectively or in compliance
with applicable laws and regulatory requirements.
The AIFM shall:
- act honestly, with due skill, care and diligence and fairly in conducting its activities;
- act in the best interests of the Fund or the Shareholders and the integrity of the market;
- have and employ effectively the resources and procedures that are necessary for the proper performance of its business
activities;
- take all reasonable steps to avoid conflicts of interest and, when those cannot be avoided, to identify, manage and
monitor and, where applicable, disclose, those conflicts of interest in order to prevent them from adversely affecting the
interests of the Fund and its Shareholders and to ensure that the Fund it manages are fairly treated;
- comply with all regulatory requirements applicable to the conduct of its business activities so as to promote the best
interests of the Fund or the Shareholders and the integrity of the market; and
- treat all the Shareholders fairly.
The AIFM will receive a management fee out of the Assets of the Fund, as agreed from time to time pursuant to the AIFM
Agreement and as explained in more details in the Appendices.
The AIFM Agreement has no fixed duration and each party may, in principle, terminate the agreement on not less than 3 (three)
months prior written notice. The AIFM Agreement may also be terminated on shorter notice in certain circumstances, for
instance where one party commits a material breach of its obligations.
6.3 Investment Management

Pursuant to the Investment Management Agreement, KEYS REIM was appointed Investment Manager to the Fund. The
Investment Manager manages the investment, disinvestment and reinvestment of the assets of each Sub-Fund in accordance
with the investment objectives and restrictions of each Sub-Fund, under the overall responsibility of the Board of Directors.
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The Investment Manager is an approved investment management company by the AMF (French Market Authority) under the
number GP-1600011.
The Investment Manager shall not be liable for any error of judgement or any claim, damage, expense, loss or liability suffered
by the AIFM, the Fund or the Shareholders in connection with the services it provides under the Investment Management
Agreement (and in particular, but without limitation, the Investment Manager shall not be liable for any claim, damage,
expense, loss or liability which may be sustained in the purchase, holding or sale of any investments or other assets in
connection with those services) unless such claim, damage, expense, loss or liability arises from any failure by the Investment
Manager to comply with its obligations under the Investment Management Agreement, its negligence, wilful default or fraud or
any failure by the Investment Manager to comply with any applicable law.
The AIFM undertakes to keep the Investment Manager fully and effectively indemnified against all damages incurred by the
Investment Manager as a result of the AIFM’s breach of any provision of the Investment Managemenr Agreement or due to the
negligence, wilful default or fraud of the AIFM.
6.4 The Depositary

Pursuant to the Depositary Agreement, the Fund has appointed Natixis Wealth Management Luxembourg as Depositary of the
Fund within the meaning of Part II of the Law of 2007 and article 19 of the AIFM Law. Natixis Wealth Management
Luxembourg is authorised by the CSSF in Luxembourg in accordance with the Law of 1993. It is registered under number B-
32160, and has its registered office at 51, avenue J.F Kennedy, L-1855 Luxembourg. The relationship between the Fund, the
AIFM and the Depositary is subject to the terms of the Depositary Agreement under which, the Depositary is responsible for:
c) the safekeeping of all financial instruments of the Fund;

d) oversight services;
e) cash monitoring services; and
f) cash payment services.
The Depositary must act honestly, fairly, professionally, independently and in the interest of the Fund and its Shareholders.
The Fund has also appointed the Depositary as paying agent.
The Depositary will receive a Depositary Fee out of the Assets of the Fund as agreed from time to time pursuant to the
Depositary Agreement and as explained in more details in the Appendices.
The Depositary Agreement has no fixed duration and each party may, in principle, terminate the agreement on not less than
ninety (90) calendar days prior notice. The Depositary Agreement may also be terminated on shorter notice in certain
circumstances, for instance where one party commits a material breach of its obligations. The Depositary Bank shall be liable to
the Fund and/or the investors for the loss of a financial instrument held in custody by the Depositary or by a third party to whom
the Depositary has delegated custody of such financial instrument. The Depositary’s liability is governed by Luxembourg law.
A list of the Depositary’s third party custodians can be found in the Appendices of the Depositary Agreement. In case of need,
this list shall be updated. Should a conflict of interest occur and in case such conflict of interest cannot be mitigated, such
conflict of interest as well as the decisions taken will be disclosed to the Shareholders.
6.5 The Central Administrator

Pursuant to the Central Administration Agreement, Alter Domus Alternative Asset Fund Administration S.à r.l., is appointed as
the Central Administrator of the Fund. Alter Domus Alternative Asset Fund Administration S.à r.l. is authorised by the CSSF in
Luxembourg in accordance with the Law of 1993. It has its registered office at 15, Boulevard F.W. Raiffeisen, L-2411
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Luxembourg. The relationship between the Fund and the Central Administrator is subject to the terms of the Central
Administration Agreement.
The Central Administrator will carry out the necessary administrative work required by law and the rules of the Fund and
determine the Net Asset Value. The Central Administrator also acts as domiciliation agent and will establish and keep books
and records of the Fund. The Central Administrator is also responsible for keeping of the register of Shareholders, the
processing of the issue (registration) and redemption of the Shares and settlement arrangements thereof. It will, with the
assistance of the Fund, ensure that Shareholders are Well-Informed Investors.
The Central Administrator will receive an administration Fee out of the Assets of the Fund as agreed from time to time pursuant
to the Central Administration Agreement and as explained in more details in the Appendices.
The Central Administration Agreement has no fixed duration, and each party may, in principle, terminate the agreement on not
less than ninety (90) calendar days prior notice. The Central Administration Agreement may also be terminated on shorter
notice in certain circumstances, for instance where one party commits a material breach of its obligations. The Central
Administrator’s liability is governed by Luxembourg law.
7. CONFLICTS OF INTEREST
The AIFM, the Central Administrator and the Depositary may from time to time act as alternative investment fund manager,
central administrator or depositary bank, in relation to, or be otherwise involved in, other undertakings for collective
investments or collective investment schemes which have similar investment objectives to those of the Fund or any Sub-Fund.
It is therefore possible that any of them may, in the due course of their business, have potential conflicts of interest with the
Fund or any Sub-Fund. In such event, each will at all times have regard to its obligations under any agreements to which it is
party or by which it is bound in relation to the Fund or any Sub-Fund.
In particular, but without limitation to its obligations to act in the best interests of the Shareholders when undertaking any
dealings or investments where conflicts of interest may arise, each will respectively endeavour to ensure that such conflicts are
resolved fairly.
There is no prohibition on the Fund entering into any transactions with the AIFM, the Central Administrator, the Depositary or
with any of their affiliates, provided that such transactions are carried out as if effected on normal commercial terms negotiated
at arm's length, on terms no less favourable to the Fund than could reasonably have been obtained had such transactions been
effected with an independent party in compliance with applicable laws.
In the conduct of its business, the AIFM’s policy is to identify, manage and where necessary prohibit any action or transaction
that may pose a conflict between the interests of the AIFM and the Fund or its Shareholders and between the interests of one or
more Shareholders. For this purpose, the AIFM has implemented procedures that shall ensure that any business activities
involving a conflict which may harm the interests of the Fund or its Shareholders, are carried out with an appropriate level of
independence and that any conflicts are resolved fairly.
Such procedures include, but are not limited to the following:
- Procedure to ensure that any voting rights attached to the Fund’s Assets are exercised in the sole interests of the Fund
and its Shareholders;
- Procedure to ensure that any investment activities on behalf of the Fund are executed in accordance with the highest
ethical standards and in the interests of the Fund and its Shareholders;
- Procedure on management of conflicts of interest.
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Notwithstanding its due care and best effort, there is a risk that the organizational or administrative arrangements made by the
AIFM for the management of conflicts of interest are not sufficient to ensure with reasonable confidence, that risks of damage
to the interests of the Fund or its Shareholders will be prevented. In such case these non-neutralized conflicts of interest as well
as the decisions taken will be reported to Shareholders in an appropriate manner (e.g. in the notes to the financial statements of
the Fund).
8. MONEY LAUNDERING PREVENTION

Pursuant to the Luxembourg Law of 2004, obligations have been imposed on all professionals of the financial sector to prevent
the use of undertakings for collective investment for money laundering purposes and terrorist financing purposes. Within this
context a procedure for the identification of Shareholders has been imposed requiring each non-individual Shareholders to
provide certified copies of its articles of incorporation and, where applicable, an extract from the commercial register and/or
such other evidence of identification as may be required.
Shareholders who are individuals must provide certified copies of their identity card or a valid passport and/or such other
evidence of identification as may be required. Failure to provide proper documentation may result in a rejection of the
subscription or the withholding of redemption proceeds.
This identification procedure must be complied with by the Central Administrator in the case of direct subscriptions to a Sub-
Fund, and in the case of subscriptions received by the Sub-Fund from any intermediary resident in a country that does not
impose on such intermediary an obligation to identify investors equivalent to that required under Luxembourg laws for the
prevention of money laundering and terrorist financing. It is generally accepted that professionals of the financial sector resident
in a country that has ratified the conclusions of the Financial Action Task Force (Groupe d'Action Financière) are deemed to be
intermediaries having an identification obligation equivalent to that required under Luxembourg law.
9. RESTRICTION OF THE OWNERSHIP OF SHARES

Subscription for Shares is restricted to Well-Informed Investors. The Board of Directors may restrict or place obstacles in
the way of the ownership of Shares in the Fund by any person if the Fund considers that this ownership involves a violation of
the Laws of the Grand- Duchy or abroad, or may involve the Fund in being subject to taxation in a country other than the
Grand- Duchy or may in some other manner be detrimental to the Fund.
To that end, the Board of Directors 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 Fund; or
- 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 Fund, either alone or together with other persons, is the owner of Shares in the Fund, or proceed
with the compulsory redemption of any or a part of the Shares, if it appears to the Fund that one or several persons is or
are owner or owners of a proportion of the Shares in the Fund in such a manner that this may be detrimental to the
Fund. In such case, the following procedure shall apply:
(a) The Board of Directors shall send a notice (hereinafter called the “redemption notice”) to the relevant Investor
possessing the Shares to be redeemed; the redemption notice shall specify the Shares to be redeemed, the price to
be paid, and the place where this price shall be payable. The redemption notice may be sent to the Investor by
recorded delivery letter to his last known address. The Investor in question shall be obliged without delay to deliver
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to the Fund the certificate or certificates, if there are any, representing the Shares to be redeemed specified in the
redemption notice. From the closing of the offices on the day specified in the redemption notice, the Investor shall
cease to be the owner of the Shares specified in the redemption notice and the certificates representing these Shares
shall be rendered null and void in the books of the Fund;
(b) The price at which the Shares specified in the redemption notice shall be redeemed (the “Redemption Price”) shall
in such instances be equal to the then prevailing Net Asset Value as of the next applicable Valuation Day.
However, the Board of Directors may, in its entire discretion, change the redemption price as explained below in
the section dedicated to the redemption of Shares. Payment of the redemption price will be made to the owner of
such Shares in the reference currency of the relevant Sub-Fund, except during periods of exchange restrictions, and
will be deposited by the Fund with a bank in Luxembourg or elsewhere (as specified in the purchase notice) for
payment to such owner upon surrender of the Share certificate or certificates, if issued, representing the Shares
specified in such notice. Upon deposit of such redemption price as aforesaid, no person interested in the Shares
specified in such redemption notice shall have any further interest in such Shares or any of them, or any claim
against the Fund or its Assets in respect thereof, except the right of the Shareholders appearing as the owner thereof
to receive the price so deposited (without interest) from such bank upon effective surrender of the Share certificate
or certificates, if issued, as aforesaid. The exercise by the Fund of this power shall not be questioned or invalidated
in any case, on the grounds that there was insufficient evidence of ownership of Shares by any person or that the
true ownership of any Shares was otherwise than appeared to the Fund at the date of any purchase notice, provided
that in such case the said powers were exercised by the Fund in good faith.
- refuse the right of any person who is not authorised to hold Shares to vote in any General Meeting.
In regards to the fact that regulated stock markets are only accessible to institutional and professional investors, trading of
Shares on a regulated exchange market do not require any formal prior approval of the Board of Directors. Should the Fund be
listed on a stock exchange, any Shares traded on such an exchange can be freely traded and transactions cannot be cancelled.
The Board of Directors will however have to ensure that the investors are at any time Well-Informed Investors. The holding at
any time of any Shares by a party which does not satisfy the Eligibility Requirements may result in the compulsory redemption
of such Shares by the Board of Directors.
10.SHARES
The Fund is one single entity; however, the right of Shareholders and creditors regarding a Sub-Fund or raised by the
constitution, operation or liquidation of a Sub-Fund are limited to the Assets of this Sub-Fund, and the Assets of a Sub-Fund
will be answerable exclusively to the rights of the Shareholders and those of the creditors relating to the Sub-Fund. In the
relations between the Fund’s Shareholders, each Sub-Fund is treated as a separate entity. The Assets, commitments, charges and
expenses that cannot be allocated to one specific Sub-Fund will be charged to the different Sub-Funds pro rata to their
respective net Assets, if appropriate due to the amounts considered.
The net proceeds from the subscription are invested in the specific portfolio of Assets constituting the relevant Sub-Fund.
The Fund shall issue Shares in registered form.
The inscription of the Shareholder's name in the register of Shares evidences his or her right of ownership of such registered
Shares. A confirmation of shareholding will be delivered upon request.
Fractions of registered Shares will be issued to one thousandth of a Share.
Shares do not carry any preferential or pre-emptive rights and each Share, irrespective of the Class or Category to which it
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belongs or its Net Asset Value, is entitled to one vote at all General Meetings of Shareholders. Fractions of Shares are not
entitled to a vote, but are entitled to participate in the liquidation proceeds. Shares are issued without par value and shall or shall
not be fully paid for on subscription, as defined in the notice of each Sub-Fund.
The currency in which each Sub-Fund is denominated is the Reference Currency.
The currency in which the Classes or Categories of Shares are denominated may differ from the Reference Currency of the
relevant Sub-Fund. The Fund, at the expense of the relevant Class or Category of Shares, use instruments such as forward
currency contracts to hedge the exposure of the investments denominated in other currencies than the currency in which the
relevant Class or Category of Shares is denominated.
The Shares in any Sub-Fund shall be issued without par value. Details regarding the Classes or Categories of Shares available
per Sub-Fund and their features are disclosed in the Appendices below.
The Board of Directors may decide to create further Classes or Categories of Shares with different characteristics, and in such
cases, this Prospectus will be updated accordingly. The Board of Directors will not issue or give effect to any transfer of Shares
of the Fund to any investor who may not be considered as Well-Informed Investor. The Board of Directors may, at its
discretion, delay the acceptance of any subscription until such date as it has received sufficient evidence on the qualification of
the investor as Well-Informed Investor. If it appears at any time that a Shareholder of a Class or Category is not a Well-
Informed Investor, the Board of Directors will redeem the relevant Shares.
The Board of Directors will refuse the issue of Shares or the transfer of Shares, if there is not sufficient evidence that the person
or company to which the Shares are sold or transferred is a Well-Informed Investor. In considering the qualification of a
subscriber or a transferee as a Well Informed Investor, the Board of Directors will have due regard to the guidelines or
recommendations (if any) of the competent supervisory authorities.
Well-Informed Investors subscribing in their own name, but on behalf of a third party, must certify to the Board of Directors
that such subscription is made on behalf of a Well-Informed Investor as aforesaid and the Board of Directors may require
evidence that the beneficial owner of the Shares is a Well-Informed Investor.
Furthermore, the Fund may:
- reject in whole or in part at its discretion any application for Shares; or

- repurchase at any time the Shares held by Shareholders who are excluded from purchasing or holding Shares,
in which case subscription monies paid, or the balance thereof, as appropriate, will normally be returned to the
applicant within five (5) Business Days thereafter, provided such subscription monies have been cleared.
In the event that the Board of Directors gives notice of a compulsory redemption for any of the reasons set forth above to a
Shareholder, such Shareholder shall cease to be entitled to the Shares specified in the redemption notice immediately after the
close of business on the date specified therein.
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11. SUBSCRIPTION OF SHARES
Applications for Shares may be made on any Valuation Day. Investors whose applications are received by the Central
Administrator 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 (the
“Subscription Price”). Unless otherwise specified in the Appendices below, subscription fees may be charged on the
subscription of Shares in favour of the AIFM and/or the intermediaries involved in the offering of Shares. Furthermore, each
Sub-Fund may decide to publish the net offer price, which corresponds to the Net Asset Value per Share as of the relevant
Valuation Day net of the applicable subscription fee of each Class or Category, as more fully described in the relevant
Appendix below (the “Offer price”). The Net Asset Value per Share of each Class or Category on a particular Valuation Day
will be available before the next applicable Valuation Day.
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 of the Shareholder;

- the address of the Shareholder requesting the subscription;
- the relevant Sub-Fund;
- the ISIN code (if any);
- the relevant Class or Category;
- 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 fulfil the subscription should be enclosed with such application.
Any new subscriber may have to apply for a minimum holding amount as more fully described for each Sub-Fund in the
relevant Appendix below. Such minimum may be reached by combining investments in various Sub-Funds. However, the Fund
may authorise a new subscriber to apply for Shares amounting to a sum that is less than the minimum initial investment or the
equivalent in the reference currency of the relevant Sub-Fund from time to time. Confirmation statements will be mailed or e-
mailed to subscribers or their banks by the Fund not later than five (5) Business Days from the date of settlement of the
subscription price at the risk of the Shareholder.
Payment shall be made in the Reference Currency of the Sub-Fund or, if applicable, in the denomination currency of the
relevant Class or Category as disclosed in the Appendices 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. 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 case of suspension of dealings in Shares, the subscription will be dealt with on the first Valuation Day following the end
of such suspension period.
The Fund 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 Luxembourg law, in particular the obligation to deliver a valuation report
from the Auditor 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.
The Fund may, at any time at its discretion, temporarily discontinue, cease definitely or limit the issue of Shares for a definite
Sub-Fund or to persons or corporate bodies residing or established in certain countries or territories. The Fund 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
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Sub-Fund, the Shareholder of the Fund or any Sub-Fund.
12. REDEMPTION OF SHARES

Unless otherwise described for each Sub-Fund in the relevant Appendix below, Shareholders may request redemption of their
Shares on any Business Day. Application for redemption must be made in writing to the Central Administrator. Investors whose
applications for redemption are received by the Central Administrator before the appropriate dealing cut-off time, as more fully
described for each Sub-Fund in the relevant Appendix below, will have their Shares redeemed at a price corresponding to the
Net Asset Value per Share as of the relevant Valuation Day (the “Redemption Price”).
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 Board of Directors may decide to compulsorily redeem the entire amount of the
Shares, on behalf of such Shareholder. Unless otherwise specified in the Appendices below, redemption fees may be charged on
the redemption of Share in favor of the AIFM and/or the intermediaries involved in the offering of Shares.
Furthermore, each Sub-Fund may decide to publish the net bid price, which corresponds to the Net Asset Value per Share as of
the relevant Valuation Day net of the applicable redemption fee of each Class or Category, as more fully described in the
relevant Appendix below (the “Bid price”). The Net Asset Value per Share of each Class or Category on a particular Valuation
Day will be available before the next applicable Valuation Day.
The Fund shall ensure that an appropriate level of liquidity is maintained in each Sub-Fund so that, under normal circumstances,
repurchase of Shares of a Sub-Fund may be made by the Valuation Day.
If on any Valuation Day redemption requests relate to more than 10% of the Shares in issue in a specific Class or Category or
Sub-Fund, the Fund may decide that part or all of such requests for repurchase will be deferred for such period as the Fund
considers to be in the best interests of the Sub-Fund. Any such period however must be limited to a maximum of 6 months after
the last Valuation Day. After this period, the Board of Directors will request from the Central Administrator the calculation of
the net asset value on that specific date. On this next Valuation Day, these repurchase requests will be met in priority to later
requests. Should the repurchase requests not be possible or not be in the interests of the investors, the Fund may temporarily
suspend the determination of the Net Asset Value according to Chapter 17 of the Prospectus.
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.
Instructions for the redemption of Shares may be made by fax or by post. Applications for redemption should contain the
following information (if applicable):
g) the identity, address and register number of the Shareholder requesting the redemption;
h) the relevant Sub-Fund;
i) the relevant Class or Category;
j) the number of Shares or currency amount to be redeemed;
k) the name in which such Shares are registered; and
l) the full payment details, including name of recipient, bank and account number. All necessary documents to fulfill the
redemption should be enclosed with such application.
Redemption requests must be accompanied by a document evidencing authority to act on behalf of such Shareholder or power
of attorney which is acceptable in form and substance to the Fund. 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 honored for any
of the reasons specified in this Prospectus. Upon instruction received from the Fund, payment of the redemption price will be
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made by the Depositary or its agents not later than five (5) Business Days, unless otherwise determined in the relevant
Appendix to this Prospectus, counting from and including the date on which the Net Asset Value of the redeemed Shares is
available. 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 or Category as disclosed in the Appendices.
The Fund may, at the request of a Shareholder, agree to make, in whole or in part, a payment in-kind of appraisable Assets of
the Sub-Fund to that Shareholder in lieu of paying to that Shareholder 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 whose consent may be indicated in the Shareholder’s application form or
otherwise;
(ii) any such in-kind payment will be valued in a report established by an auditor qualifying as a "réviseur d'entreprises agréé";
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 when 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 appraisable Assets to the redeeming Shareholder shall be borne by that Shareholder.
To the extent that the Fund makes in-kind payments in whole or in part, the Fund 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 appraisable Assets to each redeeming Shareholder pro rata on the basis of the redeeming Shareholder’s Shares of the
relevant Sub-Fund.
13. CONVERSION OF SHARES

Unless otherwise specified in the Appendices and subject to not circumvent the provisions related to the in-kind payment of the
proceeds, Shareholders are entitled to convert all or part of their Shares of a particular Class or Category into Shares of other
Class(es) or Category(ies) of Shares (as far as available) within the same Sub-Fund or Shares of the same or different Classes or
Categories of Shares (as far as available) of another Sub-Fund.
However, in order to avoid ineligible investors in one Class, Shareholders should note that they cannot convert Shares of one
Class in a Sub-Fund to Shares of another Class in the same or a different Sub-Fund without the prior approval of the Board of
Directors.
Shareholders who wish to convert all or part of their Shares must submit an application by fax, telex, or by post to the registrar
and transfer agent, specifying the Sub-Fund, the Class or Category or Sub-Funds and Classes or Categories concerned and the
number of Shares they wish to convert. Application for conversion may be refused if such conversion would result in the
investor having an aggregate residual holding, in either Class, of less than the minimum holding amount indicated for each
Class of Shares in the Appendices.
Instructions for the conversion / switching of Shares may be made by fax, telex or by post.
Applications for conversion / switches should contain the following information (if applicable):
- the identity, address of the Shareholder requesting the conversion;

- the relevant Sub-Fund;
- the ISIN code (if any) of the conversion-in Fund as well as the ISIN (if any) of the conversion-out Fund;
- the relevant Class or Category;
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- the number of Shares or currency amount to be switched / converted.
A conversion of Shares of a particular Class or Category of one Sub-Fund for Shares of another Class or Category in the same
Sub-Fund and/or for Shares of the same or different Class or Category in another Sub-Fund will be treated as a redemption of
Shares and a simultaneous purchase of Shares of the acquired Class or Category and/or Sub-Fund. A converting Shareholder
may, therefore, realize a taxable gain or loss in connection with the conversion under the laws of the country of the
Shareholder's citizenship, residence or domicile.
All terms and conditions regarding the redemption of Shares shall equally apply to the conversion of Shares. Investors whose
applications for conversion are received by the Central Administrator before the appropriate dealing cut-off time, as more fully
describe for each Sub-Fund in the relevant Appendix below, will have their Shares converted on the basis of the respective Net
Asset Value of the relevant Shares as of the applicable Valuation Day.
The Net Asset Value of the relevant Shares on a particular Valuation Day will be available before the next applicable Valuation
Day of such Shares.
The price at which Shares shall be converted will be determined by reference to the respective Net Asset Value of the relevant
Shares of the relevant Class or Category of Shares or Sub-Fund calculated on the relevant Valuation Day, taking into account
the actual rate of exchange on the day concerned.
If the Valuation Day of the Class or Category of Shares or Sub-Fund taken into account for the conversion does not coincide
with the Valuation Day of the Class or Category of Shares or Sub-Fund into which they shall be converted, the Shareholders'
attention is drawn to the fact that the amount converted will not generate interest during the time separating the two Valuation
Days. Unless otherwise specified in the Appendices below, a conversion fee may be charged on the conversion of Shares. The
rate at which all or part of the Shares in a given Sub-Fund (the “Original Sub-Fund”) are converted into Shares in another Sub-
Fund (the “New Sub-Fund”), or all or part of the Shares of a particular Class or Category of Shares (the “Original Class”) are
converted into another Class or Category of Shares within the same or another Sub-Fund (the “New Class”) is determined in
accordance with the following formula: A = B x C x E / D where:
A is the number of Shares to be allocated in the New Sub-Fund or New Class;

B is the number of Shares of the Original Sub-Fund or Original Class which is to be converted;
C is the Net Asset Value per Share of the Original Class or the relevant Class or Category of Shares within the Original Sub-
Fund at the relevant Valuation Day;
D is the Net Asset Value per Share of the New Class or the relevant Class or Category of Shares within the New Sub-Fund at
the relevant Valuation Day; and
E is the actual rate of exchange on the day concerned applied to conversions between Sub-Funds or Classes or Categories of
Shares denominated in different currencies, and is equal to 1 in relation to conversions between Sub-Funds or Classes or
Categories of Shares denominated in the same currency.
After conversion of the Shares, the Depositary will inform the Shareholder of the number of Shares of the New Sub-Fund or
New Class obtained by conversion and the price thereof.
14. LATE TRADING AND MARKET TIMING
14.1 Late trading
The Fund determines the price of its Shares on a forward basis. This means that it is not possible to know in advance the Net
Asset Value per Share at which Shares will be bought or sold (exclusive of any sales charges). Subscription applications have to
be received and will be accepted for each Sub-Fund only in accordance with the deadlines set out in the Appendices.
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14.2 Market timing
The Fund is not designed for investors with short term investment horizons. Activities which may adversely affect the interests
of the Fund’s Shareholders (for example that disrupt investment strategies or impact expenses) such as market timing or the use
of the Fund as an excessive or short term trading vehicle are not permitted.
While recognizing that Shareholders may have legitimate needs to adjust their investments from time to time, the Fund in its
discretion may, if it deems such activities adversely affect the interests of the Fund’s Shareholders, take action as appropriate to
deter such activities.
Accordingly if the Fund determines or suspects that a Shareholder has engaged in such activities, it may suspend, cancel, reject
or otherwise deal with that Shareholder’s subscription or conversion applications and take any action or measures as appropriate
or necessary to protect the Fund and its Shareholders.
15. TRANSFER, PLEDGE AND ASSIGNMENT OF SECURITIES

Transfer of Shares which are registered with the transfer agent and not traded on a stock exchange may only be carried out if the
transferee qualifies as a Well-Informed Investor and accepts to take over liabilities, if any, of the transferor towards the Fund.
In regards to the fact that regulated stock markets are only accessible to institutional and professional investors, transfers of
Shares are not subject to this restriction and transactions cannot be cancelled. The Board of Directors will however have to
ensure that the investors are at any time Well-Informed Investors. The holding at any time of any Shares by a party which does
not satisfy the eligibility requirements may result in the compulsory redemption of such Shares by the Board of Directors.
16. DETERMINATION OF THE NET ASSET VALUE OF SHARES

The Net Asset Value per Share of each Class or Category of Shares in each Sub-Fund is determined at least once a year, unless
otherwise determined in the relevant Appendix to this Prospectus. On any Business Day, the Board of Directors 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. The Reference Currency of the Fund is Euro.
The calculation of the Net Asset Value of Sub-Funds investing mainly in other funds / non quoted Assets or Assets to be valued
at fair market value will be completed by the Central Administrator, under the supervision of the Board of Directors and of the
AIFM normally before the next Valuation Day, unless more than 40% of the underlying portfolios of funds prices / Assets
valuation are not available to the Central Administrator. If so, the latter may suspend without further notice to the Shareholders,
the publication of the Net Asset Value until disposal of at least 60% of the underlying portfolios of funds prices / Assets
valuation which represent at least 60% of the total Net Asset Value (herein refer as to “Publication Day”).
The Net Asset Value per Share of each Class or Category of Shares is determined by dividing the value of the total Assets of
that Sub-Fund properly allocable to such Class or Category less the liabilities of such Sub-Fund properly allocable to such Class
or Category by the total number of Shares of such Class or Category outstanding on the relevant Valuation Day.
The Assets of the Fund, 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);
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(iii) all bonds, time notes, certificates of deposit, shares, stock, debentures, debenture stocks, subscription rights, warrants,
options and other securities, financial instruments, units or shares of funds or UCI and other similar Assets owned by the
Fund or contracted by the AIFM on behalf of the Fund (provided that the 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 Fund to the extent information thereon is
reasonably available to the Fund;
(v) all interest accrued on any interest bearing Assets owned by the Fund except to the extent that the same is included or
reflected in the principal amount of such asset;
(vi) the preliminary expenses of the Fund, including the cost of issuing and distributing Shares of the Fund, insofar as the same
have not been written off;
(vii) the liquidating value of all forward contracts and all call or put options the Fund has an open position in;
(viii) any amount borrowed on behalf of each Sub-Fund and on a permanent basis, for investment purposes; and
(viii) all other Assets of any kind and nature including expenses paid in advance.
The valuation of such Assets is undertaken under the responsibility and the control of the AIFM. It 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 securities are not listed or dealt in on a Regulated Market, stock exchange or other regulated markets
or if, in the opinion of the Fund, 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 Fund based on the reasonably foreseeable sales proceeds
determined prudently and in good faith;
(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 Fund, 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 Fund; 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 Fund may deem fair and reasonable;
(e) the Net Asset Value per Share of any Sub-Fund may be determined by using an amortised cost method for all investments
with a known short term maturity date. 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
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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 Fund 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 Fund. If the Fund
believes that a deviation from the amortised cost per Share may result in material dilution or other unfair results to
Shareholders, the Fund 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 Fund;
(g) units or shares of funds or 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 may
be determined by the Board of Directors on a fair and equitable basis; and
(h) all other Assets will be valued at fair market value as determined in good faith pursuant to procedures established by the
Fund.
The AIFM, 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 Fund.
In particular, the value of real estate Assets held directly or indirectly by the Fund will generally be based on reports issued by
one or more independent real estate valuation professionals or appraisers who are licensed where appropriate and who operate
in the jurisdictions where the relevant properties are located.
In the event that extraordinary circumstances render valuations as aforesaid impracticable or inadequate, the AIFM is
authorised, prudently and in good faith, to follow other rules in order to achieve a fair valuation of the Assets of the Fund.
If since the time of determination of the Net Asset Value per Share of any Class or Category in a particular Sub-Fund there has
been a material change in the quotations in the markets on which a substantial portion of the investments of such Sub-Fund is
dealt in or quoted, the AIFM may, in order to safeguard the interests of the Shareholders and the Fund, cancel the first valuation
of the Net Asset Value per Share and carry out a second valuation. All the subscription, redemption and exchange orders
received on such day will be dealt at the second Net Asset Value per Share.
The liabilities of the Fund shall be deemed to include:
(i) All loans, bills and accounts payable;
(ii) All accrued interest on loans of the Fund (including accrued fees for commitment for such loans);
(iii) All accrued or payable administrative expenses;
(iv) All known liabilities, present and future, including all matured contractual obligations for payment of money or
property;
(v) An appropriate provision for future taxes based on capital and income to the relevant Valuation Day, as determined
from time to time by the Fund, and other reserves, if any, authorised and approved by the Fund; and
(vi) All other liabilities of the Fund of whatsoever kind and nature except liabilities represented by Shares of the Fund. In
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determining the amount of such liabilities, the Fund shall take into account all expenses payable and all costs incurred
by the Fund, which shall comprise inter alia the fees and expenses detailed in Section 23 hereafter.
The Net Asset Value per Share for each Sub-Fund is determined by the Central Administrator acting as normally made
available at the registered office of the Fund.
The Net Asset Value per Share may be rounded up or down to the nearest cent of the relevant currency as the Board of
Directors shall determine.
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.
The AIFM may appoint, in accordance with the provisions of the AIFM Directive, independent external valuers for certain or
all types of Assets of any Sub-Fund. In such case, this Prospectus will be updated and Shareholders will be informed
accordingly.
17. SUSPENSION OF THE NET ASSET VALUE OF SHARES

In each Sub-Fund, the Fund may temporarily suspend the determination of the Net Asset Value of a particular Sub-Fund, Class
or Category of Shares and in consequence the issue, repurchase and conversion of Shares in any of 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 Fund 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 Fund
attributable to such Sub-Fund is denominated, are closed otherwise than for ordinary holidays or if dealings therein are
restricted or suspended;
- When, as a result of political, economic, military or monetary events or any circumstances outside the responsibility
and the control of the Fund, disposal of the Assets of the Fund attributable to such Sub-Fund is not reasonably or
normally practicable without being seriously detrimental to the interests of the Shareholders;
- In the case of a breakdown in the normal means of communication used for the valuation of any investment of the Fund
attributable to such Sub-Fund, or if, for any exceptional circumstances, the value of any asset of the Fund attributable to
such Sub-Fund may not be determined as rapidly and accurately as required;
- If, as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions on behalf of the
Fund are rendered impracticable or if purchases and sales of the Fund's Assets attributable to such Sub-Fund cannot be
effected at normal rates of exchange.
- When there is a suspension of redemption or withdrawal rights by several investment funds in which the Fund or the
relevant Sub-Fund is invested.
Any such suspension will be notified 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.
Such suspension as to any Sub-Fund 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.
Any request for subscription, redemption and conversion shall be irrevocable except in the event of a suspension of the
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calculation of the Net Asset Value per Share in the relevant Sub-Fund.
18. FEES AND EXPENSES
18.1 General
The Fund 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 Fund, the Depositary, the
Investment Manager, the Central Administrator ,the AIFM and other duly appointed service providers, as appropriate;
- 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 expenses incurred by the AIFM, the Investment Manager, the Central Administrator and the Depositary while
acting in the interests of the Shareholders;
- the cost of any liability insurance or fidelity bonds covering any costs, expenses or losses arising out of any liability of,
or claim for damage or other relief asserted against the Fund, its Board of Directors and any person or company with
whom they are affiliated or by whom they are employed and/or the Depositary or other agents of the Fund for violation
of any law or failure to comply with their respective obligations under the Articles of Incorporation or otherwise with
respect to the Fund;
- 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 all other documents concerning the Fund, including registration statements and
Prospectus and explanatory memoranda with all authorities (including local securities dealers' associations) having
jurisdiction over the Fund or the offering of Shares of the Fund; 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; 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 Fund and/or its Sub-Funds and other
expenses directly incurred in offering or distributing the Shares.
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 years.
18.2 Formation and launching expenses of the Fund
The costs and expenses of the formation of the Fund and the initial issue of its Shares were borne by the Fund and amortised
over a period not exceeding five years from the formation of the Fund and in such amounts between Sub-Funds in each year as
determined by the Fund on an equitable basis.
18.3 Formation and launching expenses of additional Sub-Funds
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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 years against the Assets of such Sub-Fund only and in such amounts each year as determined by the Fund 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 Fund and the initial issue of Shares, which have not already been written off at the time of the creation of the
new Sub-Fund.
18.4 Fees of the AIFM, the Investment Manager, the Depositary, the Central Administrator and the Board
of Directors
Unless otherwise provided in the Appendices below, the Fund will pay a service provider annual fee of maximum 5% (without
VAT) of the Assets of each Sub-Fund from which it will pay the fees of the AIFM, the Investment Manager, the Depositary, the
Central Administrator and the Board of Directors, out of each Sub-Fund's Asset, subject to a minimum of 100.000 Euros
(without VAT) per Sub-Fund and per year, payable at the end of each month. Sub-custodian and other third party fees as well as
external costs and other costs which are transaction related costs are not included. The AIFM may charge an amount, to the
benefit of each relevant Sub-Fund, representing dealing costs not exceeding 4% (without VAT) of the Assets of each Sub-Fund,
unless specified otherwise in each Sub-Fund’s Appendix.
Notwithstanding such fees, any reasonable disbursements and out-of-pocket expenses (including without limitation travel,
telephone, telex, cable and postage expenses) incurred by the AIFM will be borne by the relevant Sub-Fund, unless specified
otherwise in each Sub-Fund’s Appendix.
Charges applicable to specific Sub-Fund, Classes or Categories of Shares include, but are not limited to management fees,
Depositary fees, administration fees and Board of Directors fees. Initial charges will be detailed in the relevant Appendix.
19. AUDITORS
PricewaterhouseCoopers Luxembourg, société cooperative has been appointed independent auditor of the Fund.
The Auditor reviews the accounting information contained in the annual report of the Fund and issues a report on the accounts
of the Fund and, where applicable, its remarks, all of which are reproduced in full in the annual report. The Auditor also issues
ad hoc reports for specific events such as subscriptions of redemptions in kind, liquidation or merger of the Fund.
20. DIVIDENDS
Where specified for specific Classes or Categories as disclosed under the Appendices below, the Board of Directors 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.
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.
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.
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21. LIQUIDATION – TERMINATION AND AMALGAMATION OF SUB-FUNDS
21.1 Dissolution and Liquidation of the Fund
The Fund and each of the Sub-Funds have been established for an unlimited period of time. The Fund may at any time be
dissolved by a resolution of the General Meeting of Shareholders subject to the quorum and majority as described in the
Articles of Incorporation.
Whenever the share capital falls below two-thirds of the minimum capital indicated, the question of the dissolution of the Fund
shall be referred to the General Meeting by the Board of Directors. 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.
The minimum capital of the Fund shall be at least the equivalent of one million two hundred and fifty thousand in Euro (EUR
1,250,000.-) within a period of 12 months following the authorization of the Fund.
The question of the dissolution of the Fund shall further be referred to the General Meeting whenever the share capital falls
below one-fourth of the minimum capital; 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.
The meeting must be convened so that it is held within a period of forty days from ascertainment that the net Assets of the Fund
have fallen below two-thirds or one-fourth of the legal minimum, as the case may be.
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.
The event leading to dissolution of the Fund must be announced by a notice published on the RESA.
In addition, the event leading to dissolution of the Fund must be announced in at least two newspapers with appropriate
distribution, at least one of which must be a Luxembourg newspaper. Such event will also be notified to the Shareholders in
such other manner as may be deemed appropriate by the Board of Directors.
The General Meeting or, as the case may be, the liquidator it has appointed, will realise the Assets of the Fund or of the relevant
Class(es), Category(ies) 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 and
liquidation expenses relating thereto, amongst the Shareholders of the relevant Class(es), Category(ies) and/or Sub-Fund(s) in
proportion to the number of Shares held by them. The General Meeting may distribute the Assets of the Fund or of the relevant
Class(es), Category(ies) 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 Auditor of the Fund) and the principle of equal treatment of Shareholders.
At the close of liquidation of the Fund, 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, Category 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 9 months as from the date
of the close of the liquidation. After this delay, these proceeds shall be kept in safe custody at the Caisse de Consignation.
During the liquidation period, unless otherwise decided by the Board of Directors, Shares may be redeemed in accordance with
the conditions set out in this Prospectus, provided that Shareholders are treated equally.
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21.2 Termination of a Class, Category and/or Sub-Fund
In the event that:
- for any reason whatsoever, the value of Assets of a Class, Category or Sub-Fund should fall down to such an amount
considered by the Board of Directors as the minimum level under which the Class, Category or Sub-Fund may no
longer operate in an economic efficient way, or
- a significant change in the economic or political situation impacting such Class, Category or Sub-Fund should have
negative consequences on the investments of such Class, Category or Sub-Fund, or
- the range of products offered to clients is rationalised on an economical basis,
then the Board of Directors may decide to conduct a compulsory redemption operation on all shares of a Class, Category or
Sub-Fund, at the Net Asset Value per share applicable on the Valuation Day, the date on which the decision shall come into
effect (including actual prices and expenses incurred for the realisation of investments, closing expenses, non-paid off setting up
expenses, any non-paid off sales charges and any other liabilities).
The Fund shall send a notice to the Shareholders of the relevant Class, Category 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 Board of Directors, Shareholders of such Class, Category 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
Board of Directors authorises the redemption or conversion of shares, such redemption and conversion operations shall be
carried out according to the clauses provided by the Board of Directors in the sales documents of shares, free of charge (but
including actual prices and expenses incurred for the realisation 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.
21.3 Amalgamation or Transfer of Class, Category and/or Sub-Fund
Under the same circumstances as provided in the first paragraph above in relation to the liquidation of Class(es), Category(ies)
and/or Sub-Funds, the Board of Directors may decide to amalgamate a Class, Category and/or Sub-Fund into another Class,
Category 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 Board of Directors and, in addition, the publication will
contain information in relation to the new Class, Category 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, Category and/or Sub-Fund becomes
effective.
The Board of Directors may decide to allocate the Assets of any Class, Category and/or Sub-Fund to those of another UCI
submitted to the Law of 2007 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) where the value of the net Assets of any Class, Category and/or Sub-Fund has decreased
to an amount determined by the Board of Directors to be the minimum level for the Class, Category and/or Sub-Fund to be
operated in an economically efficient manner, or in case of a significant change of the economic or political situation or as a
matter of rationalisation. 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 Board of Directors (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
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in order to enable Shareholders to request redemption of their Shares, free of charge, during such period. After such period,
Shareholders having not requested the redemption of their Shares will be bound by the decision of the Board of Directors,
provided that only the Shareholders having expressly consented there to may be transferred to a foreign UCI applicable law and
jurisdiction.
22. DIRECTORS’ RESPONSIBILITY AND INDEMNIFICATION

The Board of Directors have overall responsibility of the Funds’ activities, including the review of its investment activity and
performance. The Directors have primary responsibility for determining and implementing the Fund’s overall objectives,
strategy and policy.
The Fund shall indemnify and hold harmless the Board of Directors against a loss, including a loss resulting from any error of
judgment or for any loss suffered by the Fund or any investor in the course of the discharge of the Directors’ duties howsoever
any such loss may have occurred unless such loss arises from fraud, bad faith, wilful default or gross negligence in performance
or non-performance of such obligations or functions.
23. GOVERNING LAW AND JURISDICTION

Luxembourg law applies. Statements made in this Prospectus are based on the laws and practice in force at the date of this
Prospectus in the Grand-Duchy, and are subject to changes in those laws and practice.
English shall be the governing language of the Prospectus. Some Appendices though might be offered in French or German as
appropriate. Some official and unofficial translations might also be published, provided they always refer to the official visa
stamped prospectus. The English version of this Prospectus is the authoritative version and shall prevail in the event of any
inconsistency with any translation hereof.
All legal disputes between the Shareholders and the Fund shall be submitted to the exclusive jurisdiction of the Luxembourg
District Court.
24. TAX STATUS IN LUXEMBOURG
24.1 Taxation of the Fund
The Fund is governed by Luxembourg tax laws. The Fund is liable of a subscription tax of 0,01%. This tax is payable quarterly
and calculated on the basis of the Fund’s net Assets based on the last available NAV.
24.2 Withholding Tax
Income received by the Fund may be liable to withholding taxes in the country of origin and is thus collected by the Fund after
deduction of such tax. This is neither chargeable nor recoverable. Any distribution by the Sub-Funds, redemption or sale of
Shares can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature
imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or taxing authority thereof or therein, in
accordance with applicable Luxembourg law.
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24.3 Taxes on Income and Capital Gains
A Shareholder who derives income from such Share, from the Sub-Funds or who realizes a gain on the disposal or redemption
thereof will not be subject to Luxembourg taxation on such income or capital gains unless:
(i) such Shareholder is, or is deemed to be, resident in Luxembourg for Luxembourg tax purposes (or for the purposes of the
relevant provisions); or
(ii) such income or gain is attributable to an enterprise or part thereof which is carried on through a permanent establishment, a
permanent representative or a fixed base of business in Luxembourg to which the Shares in the Sub-Funds are attributable.
24.4 Net Wealth Tax
Luxembourg net wealth tax will not be levied on Shares held by a Shareholder unless:
(i) such Shareholder is, or is deemed to be, resident in Luxembourg for the purpose of the relevant provisions; or
(ii) such Share is attributable to an enterprise or part thereof which is carried on through a permanent establishment, a
permanent representative or a fixed base of business in Luxembourg to which the Shares in the Fund are attributable.
As regards individuals, the Luxembourg Law of December 23, 2005 has abrogated the net wealth tax starting with the year
2006.
24.5 Inheritance and Gift Tax
Where the Shares are transferred for no consideration:
(i) no Luxembourg inheritance tax is levied on the transfer of the Shares upon death of a Shareholder in cases where the
deceased Shareholder was not a resident of Luxembourg for inheritance tax purposes;
(ii) Luxembourg gift tax will be levied in the event that the gift is made pursuant to a notarial deed signed before a Luxembourg
notary.
Prospective investors should inform themselves of, and where appropriate take advice on the laws and regulations in
particular those relating to taxation (but also those relating to foreign exchange controls and being Prohibited Persons)
applicable to the subscription, purchase, holding, conversion and redemption of Shares in the country of their
citizenship, residence or domicile and their current tax situation and the current tax status of the Fund in Luxembourg.
24.6 Common Reporting Standards
The OECD received a mandate by the G8/G20 countries to develop a global reporting standard to achieve a comprehensive and
multilateral automatic exchange of information (AEOI) in the future on a global basis. The Common Reporting Standards have
been incorporated in the amended European Directive on Administrative Cooperation 2014/107/EU (DAC 2), adopted on
December 9, 2014, and already transposed into Luxembourg law by the Law of December 18, 2015.
The Common Reporting Standards will require Luxembourg Financial Institutions to identify their account holders (including in
the case of an Investment Entity equity and debt holders) and establish if they are fiscally resident outside Luxembourg. In this
respect, a Luxembourg Financial Institution will be required to obtain a self-certification to establish the CRS status and/or tax
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residence of its account holders at account opening.
Luxembourg Financial Institutions will need to perform their first reporting of financial account information for the year 2016
about account holders and (in certain cases) their Controlling Persons that are tax resident in a Reportable Jurisdiction
(identified in a Grand Ducal Decree) to the Luxembourg tax authorities (Administration des contributions directes) by June 30,
2017. The Luxembourg tax authorities will automatically exchange this information with the competent foreign tax authorities
by the end of September 2017.
24.7 Foreign Account Tax Compliance Act
The “Foreign Account Tax Compliance Act” ("FATCA"), a portion of the 2010 “Hiring Incentives to Restore Employment
Act”, became law in the United States in 2010. It requires financial institutions outside the US (“foreign financial institutions”
or “FFIs”) to pass information about “Financial Accounts” held by “Specified US Persons”, directly or indirectly, to the US tax
authorities, the Internal Revenue Service (“IRS”) on an annual basis. A 30% withholding tax is imposed on certain US source
income of any FFI that fails to comply with this requirement.
On March 28, 2014, the Grand-Duchy entered into a Model 1 Intergovernmental Agreement (“IGA”) with the United States of
America, which has been transposed into Luxembourg Law by the law of July 24, 2015 (“FATCA law”). The Fund has to
collect information aiming to identify its direct and indirect Shareholders that are Specified US Persons, certain non-US entities
with one or more Controlling Person(s) which are Specified US Persons, and Non-Participating FFIs (as defined in the IGA) for
FATCA purposes (“reportable accounts”). Some information on reportable accounts (including nominative and financial
information) may be annually reported by the Fund to the Luxembourg tax authorities which will exchange that information on
an automatic basis with the Government of the United States of America.
As the Fund complies with the provisions of the Luxembourg IGA as transposed into Luxembourg law, it will not be subject to
the 30% withholding tax with respect to its share of any such payments attributable to actual and deemed U.S. investments of
the Fund.
To ensure the Fund’s compliance with the FATCA Law in accordance with the foregoing, the Fund, the AIFM and/or the
Central Administrator, may:
a) request information or documentation, including W-8 tax forms, a Global Intermediary Identification Number, if
applicable, or any other valid evidence of a Shareholder’s FATCA registration with the IRS or a corresponding
exemption, in order to ascertain such shareholder’s FATCA status;
b) report information concerning a Shareholder and his account holding in the Fund to the Luxembourg tax authorities if
such account is deemed a US reportable account under the FATCA Law; and
c) deduct applicable US withholding taxes from certain payments made to a shareholder by or on behalf of the Fund in
accordance with FATCA and the FATCA Law.
Investors are encouraged to ask advice from professionals on the laws and regulations (in particular those relating to currency
taxation and exchange controls) applicable to the subscription, acquisition, possession and sale of Shares in their place of origin,
residence or domicile.
25. DATA PROTECTION

Prospective shareholders and shareholders (the “Data Subjects”) are informed that their personal data or the information given
in the subscription documents or otherwise in connection with an application to subscribe for Shares, as well as details of their
shareholding, will be stored in digital form and processed, by electronic and other means, by the Fund acting as data controller
(the “Data Controller”) in compliance with the provisions of any data protection law applicable in Luxembourg (including but
not limited to the law of 1st August 2018 on the organization of the National Commission for Data Protection and the general
regime on data protection, as may be amended or replaced) and Regulation (EU) 2016/679 of the European Parliament and of
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the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free
movement of such data (“General Data Protection Regulation” or “GDPR”) (collectively hereinafter the “Data Protection
Law”).
Such personal data includes (i) for individual Shareholders: the name, address (including postal and/or e-mail address), banking
details, invested amount and holdings of each Shareholder; (ii) for corporate Shareholders: the name and address (including
postal and/or e-mail address) of the natural person related to the Shareholders; and (iii) any personal data the processing of
which is required in order to comply with regulatory requirements, including tax law and foreign laws (all the personal data
mentioned above, collectively, the “Personal Data”).
The Data Subjects may, at their discretion, may refuse to communicate their Personal Data to the Fund and thus, prevent it from
using such data. In this event, however, the Data Controller may reject its request for subscription for Shares in the Fund if the
relevant Personal Data is necessary to the subscription of Shares in the Fund.
Shareholders who are legal persons undertake and guarantee to process Personal Data and to supply such Personal Data to the
Fund in compliance with the Data Protection Law, including, where appropriate, informing the Data Subjects of the contents of
the present section, in accordance with Articles 12 to 14 of the GDPR.
Personal Data supplied by Data Subjects are processed in order to enter into and execute the subscription in the Fund (i.e. to
perform any pre-contractual measures as well as the contract entered into by the Data Subjects), for the legitimate interests of
the Data Controller and to comply with the legal obligations imposed on the Data Controller. In particular , the Personal Data
supplied by Data Subjects is processed for the purpose of (i) maintaining the register of Shareholders; (ii) processing
subscriptions, redemptions and conversions of Shares and payments of distributions or Shares to Shareholders; (iii) complying
with applicable anti-money laundering rules and other legal obligations, such as maintaining controls in respect of late trading
and market timing practices; (iv) account administration; (v) client relationship management and (vi) tax identification as may
be required under Luxembourg or foreign laws and regulations (including laws and regulations relating to FATCA or CRS).
The “legitimate interests” of the Data Controller referred to above are: (a) the processing purpose described in point (v) of the
above paragraph of this clause; (b) the provision of the proof, in the event of a dispute, of a transaction or any commercial
communication; as well as in connection with any proposed purchase, merger or acquisition of any part of the Fund’s business;
and (c) exercising the business of the Fund in accordance with reasonable market standards.
In accordance with the conditions laid down by the Data Protection law, the Data Subjects have a right to:
- request access to their Personal Data;
- request rectification of their Personal Data in cases where such data is incorrect or incomplete;
- object to the processing of their Personal Data;
- request erasure of their Personal data;
- request for restriction of the use of their Personal Data; and
- request for Personal Data portability.
The Data Subjects may exercise their above rights by writing to the Data Controller at the registered office of the Fund.
The Data Subjects are also informed of the existence of their right to lodge a complaint with the CNPD at the following address:
1, Avenue du Rock’n’Roll, L-4361 Esch-sur-Alzette, Grand-Duchy of Luxembourg; or with any competent data protection
supervisory authority in their EU Member State of residence.
The Personal Data shall not be held for longer than necessary with regard to the purpose of the data processing, subject to any
statutory limitation periods.
Data Subjects should be aware that their personal data or information (as mentioned above) may be disclosed to the AIFM and
any other companies affiliated to the AIFM, for the purpose of developing and processing a business relationship with
Shareholders.
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Investors should also be aware that their Personal Data may be disclosed (i) to the Central Administrator and any other parties
which are involved in the process of the business relationship (e.g. external processing centres, dispatch or payment agents),
including companies based in countries where data protection laws might not exist or be of a lower standard than in the
European Union or (ii) when required by law or regulation (Luxembourg or otherwise) (all the recipients together, the
“Recipients”).
The Recipients may, under their own responsibility, disclose the Personal Data to their agents and/or delegates (the “Sub-
Recipients”), which shall process the Personal Data for the sole purposes of assisting the Recipients in providing their services
to the Data Controller and/or assisting the Recipients in fulfilling their own legal obligations.
Where the Recipients are located outside the European Economic Area (the “EEA”) in a country which does not ensure an
adequate level of protection for Personal Data, the Data Controller will enter into legally binding transfer agreements with the
relevant Recipients in the form of the EU Commission’s approved model clauses. Where the Sub-Recipients are located outside
the EEA in a country which does not ensure an adequate level of protection for Personal Data, the Recipients shall also enter
into legally binding transfer agreements with the relevant Sub-Recipients in the form of the EU Commission’s approved model
clauses. In this respect, the Data Subjects have a right to request copies of the relevant document for enabling the Personal Data
transfer(s) towards such countries by writing to the Data Controller. The Recipients and Sub-Recipients may, as the case may
be, process the Personal Data as data processors (when processing the Personal Data upon instructions of the Data Controller),
or as distinct data controllers (when processing the Personal Data for their own purposes, namely fulfilling their own legal
obligations). The Data Controller may also transfer Personal Data to third parties such as governmental or regulatory agencies
including tax authorities, in or outside the European Union, in accordance with applicable laws and regulations. In particular,
such Personal Data may be disclosed to the Luxembourg tax authorities, which in turn may, acting as data controller, disclose
the same to foreign tax authorities.
Further details on the processing of personal data, investors` rights (e.g. the right to request access to and rectification or erasure
of personal data or restriction of processing, the right to data portability, the right to lodge a complaint with a supervisory
authority) and additional information have been/will be provided to investors via the website of the AIFM and the subscription
form.
26. ACCOUNTING YEAR

The accounts of the Fund are closed on December 31, each year.
27. REPORTS, NOTICES AND REGULATORY DISCLOSURE TO SHAREHOLDERS
27.1 Reporting and announcements to Shareholders
The following documents will be made available free of charge for inspection by interested and prospective investors during
usual business hours at the registered office of the Fund:
a) the Prospectus in its latest amended version;

b) the Fund’s audited annual accounts within six (6) months from the end of the period to which it relates;
c) other information on the Fund, as well as on the Net Asset Value and its suspension, the issue and redemption prices of
the Fund’s Shares may be obtained on any Business Day at the registered office of the Fund and of the Central
Administrator;
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d) if required, the latest valuation of the Assets held by the Fund by the independent valuer(s) and a list of the names of
each independent valuer, if applicable;
e) the AIFM Agreement, the Depositary Agreement, the Central Administration Agreement and any other agreement
between the Fund on behalf of one or more Sub-Fund(s) and any other service provider when applicable; and
f) the Articles of Incorporation in its latest amended version when practicable.
Such documents will also be sent free of charge to Shareholders upon request.
Shareholders have the right to complain free of charge in the official language or one of the official languages of the relevant
country of distribution.
Shareholders have the possibility to lodge their complaints at the registered office of the AIFM and/or directly with their local
distributors and/or paying agents of the relevant country of distribution.
Information on the preferential treatments granted to certain Shareholders, if any, will be available at the registered office of the
Fund.
To the extent required by Luxembourg law or decided by the Board of Directors of the Fund, all notices to Shareholders will be
sent to Shareholders at their address indicated in the register of Shareholders and, only if necessary, in one or more newspapers
of wide circulation and/or on the RESA.
Notices to Shareholders are also available at the Fund’s registered office.
27.2 Regulatory disclosure
Best Execution
The Fund acts in the best interests of the Shareholders when executing investment decisions. For that purpose it takes all
reasonable steps to obtain the best possible result for the Shareholders, taking into account price, costs, speed, likelihood of
execution and settlement, order size and nature, or any other consideration relevant to the execution of the order (best
execution).
The best execution policy is available upon request in writing made to the AIFM.
Remuneration
The total amount of remuneration for the financial year paid by the AIFM to its staff and number of beneficiaries and, where
relevant, carried interest paid by the Fund, is disclosed in the notes to the financial statements of the Fund.
Inducements
For distribution activities performed in relation to the Sub-Funds, third parties may be remunerated or compensated in cash on
terms that the Fund and/or the AIFM has agreed with such parties. Any prospective investor may receive further details of such
arrangements or any amount received by or shared with such parties on request.
Other disclosures
In compliance with and subject to article 21 of the AIFM Law, the following disclosures will be made in the annual report or in
another appropriate periodic reporting, and where necessary on an ad hoc basis:
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- Where available, the historical performance of each Sub-Fund;
- Changes to the Depositary’s liability;
- The loss of an asset or financial instrument;
- Any changes to the maximum level of leverage which the AIFM may employ on behalf of each Sub-Fund as well as
any right of the reuse of collateral or any guarantee granted under the leveraging arrangement, if any;
- The total amount of leverage employed by each Sub-Fund, if any;
- Any new arrangements for managing the liquidity of each Sub-Fund;
- The percentage of each Sub-Fund’s Assets which are subject to special arrangements arising from their illiquid nature;
- An overview of any special arrangements in place including whether they relate to side pockets, gates or other similar
arrangements, the valuation methodology applied to Assets which are subject to such arrangements and how
management and performance fees apply to these Assets.
- The risk profile of each Sub-Fund and the risk management systems employed by the AIFM to manage those risks;
- Any changes to risk management systems employed by the AIFM in accordance with point (c) of article 23(4) of the
AIFM Directive as well as its anticipated impact on each Sub-Fund and their Shareholders.
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APPENDIX I –RISK SPREADING RULES APPLICABLE TO THE FUND
Subject to comply with the provisions of the CSSF Circular 07/309, the Sub-Funds are allowed to invest within the general risk
spreading rules specified below. Within the following paragraphs "Sub-Fund's Asset" or "gross assets" shall be interpreted as
the sum of net Assets plus any amount borrowed for the purpose of investments.
RISK SPREADING RULES
The investments of the Fund shall be subjected to the following guidelines:
1. Investments in Transferable Securities and other Assets
Unless otherwise indicated in the Appendices hereof, the Sub-Funds, which apply for this category of investments, are allowed
to enter in Transferable Securities and other Assets transaction within the limits specified below.
Under the standard investment rules, the Fund, may not, as a rule acquire, for more than 30% of each Sub-Fund's Asset,
securities or other Assets of the same type issued by the same body.
The risk spreading rules stated here above do not apply to securities issued or guaranteed by an OECD member state or by its
territorial authorities or by supranational bodies or organizations of an EU, regional or world-wide nature.
The risk spreading rules stated here above do not apply to securities issued by investee funds.
2. Use of derivative financial instruments
to use derivative financial instruments within the limits specified below.
Under the standard investment rules, the Fund is permitted to make use of the derivative financial instruments and other
techniques specified below:
- Derivative financial instruments may include, in particular, options, forward or futures contracts on financial
instruments and options on such contracts, together with over-the-counter swaps' contracts for all types of financial
instruments including contracts for difference.
- Derivative financial instruments must be dealt in on an organised market or on an over-the-counter (OTC) basis with
first-class institutions specialising in this type of transaction.
- The commitment in terms of transactions in derivative financial instruments dealt in on an OTC basis is understood to
mean, at any time, the resultant accumulated unrealised losses attributable at such time to the said transaction.
EU Regulation 648/2012 on OTC derivatives, central counterparties and trade repositories (also known as the European Market
Infrastructure Regulation or EMIR) requires certain eligible OTC derivatives to be submitted for clearing to regulated central
clearing counterparties and the reporting of certain details to trade repositories. In addition, EMIR imposes requirements for
appropriate procedures and arrangements to measure, monitor and mitigate operational and counterparty risk in respect of OTC
derivatives which are not subject to mandatory clearing. Ultimately, these requirements are likely to include the exchange and
segregation of collateral by the parties, including by the Fund. More precisely, the Fund will generally, to the extent required by
law, require the counterparty to an OTC derivative to post collateral in favour of the Sub-Fund representing, at any time during
the lifetime of the agreement, up to 100% of the Sub-Fund’s exposure under the transaction, and the Fund will be required to do
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so vice-versa. While some of the obligations under EMIR have come into force, a number of the requirements are subject to
phase-in periods and certain key issues have not been finalised by the date of this Prospectus.
2.1. The amount of margin deposits, for others purposes than hedging, made in connection with derivative financial instruments
dealt in on an organised market and commitments arising from derivative financial instruments dealt in on an OTC basis
shall be referenced in the Sub-Fund's relevant Appendices. Otherwise such amount of margin deposit may not exceed 50%
of the Sub-Fund's Assets.
2.2. When investing in derivative instrument for other purpose than hedging, each Sub-Fund may decide to maintain a liquid
Asset reserve. The term "liquid assets" is understood to include not only term deposits and money market instruments,
which are regularly dealt in with a residual maturity of less than twelve (12) months, but also treasury bills and bonds
issued by an OECD Member State or by its territorial authorities or by supranational bodies or organisations of an EU,
regional or world-wide nature, together with bonds admitted to official listing on a stock exchange or dealt in on a
regulated market which operates regularly and is recognised and open to the public, which are issued by first-class issuers
and present a high degree of liquidity.
2.3. Premiums paid for the acquisition of outstanding options shall fall within the limit stated under 2.1. above.
2.4. The Fund may not borrow in order to finance margin deposits.
2.5. The Fund shall ensure an appropriate spreading of risks by means of adequate diversification.
2.6. The Fund may not hold an open position on a single contract in respect of a derivative financial instrument dealt in on an
organised market or on an OTC basis for which the required margin or, as applicable, commitment represents 30% or more
of the relevant Sub-Fund’s Assets.
2.7. Premiums paid for the acquisition of outstanding options with identical characteristics may not exceed 30% of each
relevant Sub-Fund's Assets.
3. Investment in other funds and UCIs (investee funds)
to invest in other funds and UCIs within the limits specified below.
Under the standard investment rules, in accordance with the principle of risk diversification, the Fund, on behalf of each Sub-
Fund:
3.1. May not as a rule invest more than 30% of each Sub-Fund's Asset in the shares/units of the same investee fund.
3.2. For the purposes of applying limit 3.1 above, each sub-fund of an investee umbrella fund is to be considered as a separate
investee fund, provided that the principle of segregation of liabilities towards third parties between the various sub-funds is
in force.
3.3. The Fund, on behalf of the Sub-Funds, may hold more than the majority of the securities issued by of an investee fund
provided that, where the investee fund is an umbrella fund, the investment of the Fund, on behalf of the Sub-Funds, in the
legal entity constituted by the investee fund is less than 50% of the net assets of the Fund as a whole.
These risk spreading rules do not apply to the acquisition of the shares/units of UCIs where the investee funds are subject to risk
spreading obligations comparable to those provided for funds subject to the Law of 2007 and/or where such investee funds are
subject in their home State to ongoing supervision by a supervisory authority empowered by law for the purpose of ensuring
investor protection.
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The States subject to such ongoing supervision by a supervisory authority are: European Union, United Kingdom, Switzerland,
United-States, Canada, Hong Kong and Japan. The Sub-Funds which invest primarily in other UCIs must ensure that their
portfolio of investee funds has the appropriate liquidity characteristics in order to enable them to meet their redemption
obligations. Their investment policy should make appropriate reference to this issue.
In accordance with the Law of 2007, each Sub-Fund may subscribe, acquire, and/or hold securities to be issued or issued by
another Sub-Fund of the Fund (the “Target Sub-Fund”) provided that:
- the Target Sub-Fund does not, in turn, invest in the Sub-Fund invested in this Target Sub-Fund;
- voting rights, if any, attached to the relevant Shares are suspended for as long as they are held by the Sub-Fund
concerned and without prejudice to the appropriate processing in the accounts and the periodic reports;
- in any event, for as long as these securities are held by the Fund, their value will not be taken into consideration for the
calculation of the net assets of the Fund for the purposes of verifying the minimum threshold of the net assets imposed
by the Law of 2007.
When investing in a Target Sub-Fund, the Fund will avoid investing in any other Target Sub-Fund which provides for
subscription and redemption fees or a management fee, unless such subscription and redemption fees are justified by objectives
reasons or the relevant management fee applied by the investing Sub-Fund is reduced by the amount of the underlying
management fee charged to such Sub-Fund by the Target Sub-Fund.
4. Risk spreading rules applicable to securities short-selling transactions
to enter in securities short-selling transaction within the limits specified below.
Under the standard investment rules, the Fund, on behalf of each Sub-Fund, may follow the following principle:
4.1. General Principle

The practice of short selling may not result in the Fund holding for each Sub-Fund a short position in transferable securities
which represent more than 30% of securities of the same type issued by the same body;
4.2. Commitment Definition

The commitment in terms of short selling of transferable securities is understood to mean at any time the resultant accumulated
unrealized losses attributable, at such time, to the short sales executed by the Fund on behalf of a Sub-Fund. The unrealised loss
on a short sale equals the amount, if any, by which the market value of the securities required to cover the short position
exceeds the consideration receivable for the short sale of the security in question.
4.3. Aggregate commitment limits

The aggregate amount of each Sub-Fund’s commitments resulting from short sales shall be referenced in the Sub-Fund's
relevant Appendices. Otherwise such aggregate amount of each Sub-Fund’s commitments resulting from short sales may not at
any time exceed 50% of each Sub-Fund's Assets. Where the Fund on behalf of a Sub-Fund enters into short selling transactions,
it must have sufficient Assets at its disposal to close out the short positions arising.
4.4. Derogation
Short positions in transferable securities for which the Fund on behalf of a Sub-Fund has sufficient coverage are excluded from
the aggregate amount of commitments referred to above. Any collateral of whatever nature pledged by the Fund on behalf of a
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Sub-Fund out of its Assets in favour of a third party for the purposes of securing its commitments towards such third party shall
not be considered as sufficient coverage of its commitments from the Sub-Fund’s point of view.
4.5. Securities Borrowing

The Fund may enter, on behalf of each Sub-Fund, into securities lending transactions in conjunction with short selling of
securities where the Fund acts as the borrower and the lender is a first-class institution specialising in this type of transaction.
The Fund may also pledge, on behalf of a Sub-Fund, collateral under the terms of guarantee mechanisms where there is no
transfer of title or which mitigate counterparty risk by other means.
5. Risk spreading rules applicable to borrowing transactions
to enter in borrowing transactions within the limits specified below.
Under the standard investment rules, the Fund, on behalf of each Sub-Fund, may follow the following principles:
- The Fund may borrow, on behalf of each Sub-Fund and on a permanent basis, for investment purposes from first-class
institutions specialising in this type of transactions;
- The maximum borrowing amount on a permanent basis for investment purposes of each Sub-Fund’s shall be referenced
in the Sub-Fund’s relevant Appendices. In all cases such borrowings may not exceed 200% of the Sub-Fund’s net
Assets. Accordingly, the value of the Sub-Fund’s total Assets may not exceed 300% of the value of its net Assets.
Nevertheless, for Sub-Funds which adopt a strategy involving a high degree of correlation between long and short positions the
Fund may borrow up to the equivalent of 400% of the related Sub-Fund’s net Assets.
The Fund may also pledge, on behalf of a Sub-Fund, collateral under the terms of guarantee mechanisms where there is no
transfer of title or which mitigate counterparty risk by other means. However, the Fund may borrow the equivalent of up to 25%
of each Sub-Fund net Assets without restriction in respect of the intended use thereof, except as provided for under 2.4. above.
6. Securities lending transactions
to enter in securities lending transactions within the limits specified below. Under the standard investment rules, the Fund may
enter into securities lending transactions provided the following rules are complied with:
6.1. Rules intended to ensure the proper completion of lending transactions

The Fund may only participate in securities lending transactions within a standardised lending system organised by a recognised
securities clearing institution or by a highly rated financial institution specialised in this type of transaction. In relation to its
lending transactions, the Fund must, in principle, receive security of a value which, at the conclusion of the lending agreement,
must be at least equal to the value of the global valuation of the securities lent.
This collateral must be given in the form of cash and/or securities issued or guaranteed by member States of the OECD or by
their local authorities or by supranational institutions and organisations with E.U., regional or worldwide scope, and must be
blocked in favour of the Fund until the lending contract expires.
6.2. Conditions and limits of lending transactions

Lending transactions may not be carried out on more than 50% of the aggregate market value of the securities in the portfolio of
the Sub-Fund in question. Lending transactions may not extend beyond a period of thirty (30) days. These limits are not
applicable if the Fund has the right to terminate the contract at any time and obtain restitution of the securities lent.
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7. Repurchase transactions (Repos)
to enter in repurchase transactions within the limits specified below.
Under the standard investment rules, the Fund may enter into repurchase transactions of the “réméré” type, involving the sale
and repurchase of securities where the vendor has the contractual right to repurchase the securities from the purchaser at a price
and a time agreed between the two parties at the outset. The Fund may also enter into repurchase transactions of the "mise en
pension" type where, at a future maturity date, the transferor has a contractual obligation to recover the Assets transferred whilst
the transferee has either the right or the obligation to return the Assets transferred. The Fund may act as purchaser (transferee)
or vendor (transferor) in such repo transactions, subject to the following rules:
7.1. Counterparty quality

The Fund may only enter into such repo transactions with counterparties who are first-class institutions specialising in this type
of transaction.
7.2. Conditions and limits

During the term of a “réméré” repurchase contract, the Fund may not sell the securities acquired under the contract unless and
until the counterparty has exercised its right to repurchase or the repurchase time limit has expired, except where the Fund has
other means of coverage at its disposal.
The Fund must ensure it keeps the volume of such repo transactions at such a level that it is able, at all times, to meet its resale
obligation.
The same conditions apply to a "mise en pension" contract based on a firm agreement to purchase and resell where the fund acts
as purchaser (transferee).
Where the Fund acts as vendor (transferor) in a "mise en pension" or in a repo transaction, the Fund may not, at any time during
the term of the contract, transfer title to the securities, pledge them as collateral in favour of a third party, nor leverage them in
any way whatsoever. The Fund must have the necessary Assets at its disposal on maturity of the contract in order, where
applicable, to pay the price agreed for the return of the securities from the transferee.
8. Breach of investment limits not due to investment decisions
Where the percentage limits set out above are exceeded for reasons other than an investment decision (market fluctuations,
repurchases), the Fund must seek as its first priority to rectify the situation taking the interests of investors into account.
9. Qualifications
Notwithstanding the above provisions, each of the Sub-Funds needs not necessarily to comply with the limits referred to herein
when exercising subscription rights attaching to Transferable Securities or Money Market Instruments which form part of such
Sub-Fund’s portfolio concerned. Each Sub-Fund has 6 months from its date of authorisation to achieve compliance with
paragraphs 1 and 3.
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APPENDIX II – SHARE CLASSES WITHIN SUB-FUNDS
Each Sub-Fund can activate one or several Share Classes to select within the following ones:
Categories of Shares Currency Fee Categories
Class A: Capitalization of income EUR Normal

Class B: Distribution of income EUR Normal
Class C: Capitalization of income EUR Medium
Class D: Distribution of income EUR Medium
Class E: Capitalization of income EUR Reduced
Class F: Distribution of income EUR Reduced
Class G: Distribution of income EUR Reduced
Class H: Capitalization of income EUR Normal
Class I: Capitalization of income EUR Normal
Class J: Distribution of income EUR Normal
Class K: Distribution of income EUR Normal
Class X: Capitalization of income EUR Reduced
Class Y: Distribution of income EUR Reduced
Class U: Capitalization of income USD Normal
Class V: Capitalization of income CHF Normal
The Board of Directors can also create additional Share Classes with various properties.
Performance fees (AIFM):
Some performance fees can also be charged in specific Sub-Fund if specifically mentioned in the notice of the relevant Sub-
Fund.
Share creation charge
Some Share creation charge can also be charged in specific Sub-Fund if specifically mentioned in the notice of the relevant Sub-
Fund.
Depositary fees
All Sub-Funds are subject to depositary fees as detailed in the specific fee schedule applicable to each Sub-Fund.
Management fees (AIFM and Investment Manager) and Administration fees (Central Administrator)
- The normal fee category foresees a maximum yearly charge, payable monthly, of 5% for the management fees (including the
AIFM fees and investment management fees) and 1% for the administration fees. The administration fee schedule foresees a
minimum annual fee which can exceed 1% temporarily.
- The medium fee category foresees a maximum yearly charge, payable monthly, of 2,5% for the management fees (including
the AIFM fees and the investment management fees) and 0,5% for the administration fees. The administration fee schedule
foresees a minimum annual fee which can exceed 1% temporarily.
- The reduced fee category foresee a maximum yearly charge, payable monthly, of 1% for the management fees (including the
AIFM fees and the investment management fees) and 0,25% or lower for the administration fees. The administration fee
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schedule foresees a minimum annual fee which can exceed 1% temporarily.
Sub-Fund dedicated Advisor (optional): appointed as per Board of Directors’ decision for each specific Sub-
Fund and all underlying Share Classes of each Sub-Fund.
Reference Currency EUR: this currency is used to consolidate Assets of all Sub-Fund in
the yearly financial reporting.
Valuation frequency: Yearly unless specifically mentioned in the notice of the Sub-Fund.
Valuation Day: If the last day of the financial year of the Fund is not a Business
Day in Luxembourg, then the Valuation Day will be on the last day
of the month of December each year with the last available prices at
year end of the Fund.
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APPENDIX III – SUB-FUNDS
The Sub-Funds launched are the following:
SUB-FUND 1: KEYSTONE REAL ESTATE PLACEMENT - Date: 7 September 2011
SUB-FUND 2: KEYS PLACEMENT- Date: June 2015
SUB-FUND 3: KEYS REAL ESTATE DISTRIBUTION- Date: April 2019
Additional Sub-Funds will be launched at a later date, upon the Board of Directors’ decision.
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APPENDIX IV – KEYSTONE REAL ESTATE PLACEMENT
1. Investment Policy
a) Investment Objectives
The Sub-Fund seeks to build a real estate investment portfolio, diversified both geographically and by strategies. The
Management policy of the Sub-Fund is diversified and seeks to ensure an optimal return on investment by offering its
Shareholders a performance as high as possible.
Diversification will be achieved within four (4) years from the launching of the Sub-Fund through the growth of Assets by
investing all subscriptions collected during a period in one sector and specific geographical area, to optimize the trade-off
performance risk.
The Sub-Fund aims to achieve a return on investments and if necessary proceed with disinvestment if the expected return is not
obtained.
Specific compartment KEYSTONE REAL ESTATE PLACEMENT:
The investment policy of the compartment will be real estate properties with economic and geographic diversification.
The Sub-Fund will seek to invest, depending on opportunities, its capital in buildings used for:
• offices;
• different categories of shops: shopping malls, retail (commercial zones); and
• hotel properties.
In general, buildings will be acquired with one or more existing tenants. However, depending on opportunities, buildings may
be acquired while under construction. These buildings will be sought mainly in France. Overseas investments may be made if
financial conditions are favorable and if the tax systems are compatible with the taxation of unit holders.
To maintain a balance, while retaining the ability to take advantage of opportunities, investments outside France will be limited
to 40% of capital raised.
The Sub-Fund can also do on an ancillary basis real estate as described under point d) (Type of financial instrument). In case
of difficulties in the sector, the Sub-Fund will divest and diversify its portfolio through other investment vehicles.
b) Sectors
The Sub-Fund may invest in all sectors of economic activity. It does not consider any benchmark or index. It will however
include a significant real estate component, unless the Board of Directors decides to withdraw from this area.
c) Geographical area
The geographical areas of investment include both the European Union, the United Kingdom, the United States, Asia and
Emerging Countries. It will include, in principle, an important real estate component in France.
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d) Type of financial instrument
Investment in Assets can be realized through the following financial instruments:
i. Direct ownership of real estate;
ii. Indirect holding of real estate through companies (SCI, SPV, SA …);
iii. SPV or unlisted trading companies of the European Union, the United Kingdom and other OECD member states
subject to an annual review of accounts by an auditor. This investment can be done by purchases of shares, as well
as by investment in companies or by means of loans under a credit agreement that will be made available to the
external auditor and approved by the Fund. These loans may include conversion clauses of securities, fixed,
variable, index rates or other type based on investment opportunities in sub-borrowers compartments;
iv. European UCITS in accordance with the UCITS Directive, including French funds available to all investors; and
v. Financial instruments listed or traded on a regulated market, operating regularly, recognized and open to the public,
such as a stock exchange or another regulated market of any country in America, Europe, Africa, Asia and
Oceania, for financial instruments including equities and other securities with voting rights or giving voting rights
(investment certificates, warrants to purchase shares, etc..) debt securities (bonds, convertible bonds, etc..) units or
shares of mutual funds and financial futures (option contracts to buy or sell, financial futures contracts, swap , etc..)
and / or mutual funds not in accordance with the UCITS Directive including OPC implementing alternative
management strategies or investing in the area commonly known as "private equity.
e) Leverage
The maximum level of leverage which may be employed within the Sub-Fund according to the commitment method and the
gross method both, in principle, amount to 300% respectively.
2. Investment Restrictions
The general rules concerning investment restrictions will be by default those as described in the Prospectus.
The Sub-Fund, or its subsidiaries, may borrow money to finance new and existing Assets, to develop and maintain these Assets,
and to provide liquidity for operating purposes and managing capital position.
Generally interest costs relating to the borrowings will be met from the gross income of the Sub-Fund or its subsidiaries prior to
the payment of income to investors.
The maximum borrowing amount on a permanent basis for investment purposes of this Sub-Fund may not exceed 300% of the
Sub-Fund’s net assets, including any borrowing done at the level of its subsidiaries.
The Sub-Fund will not invest or use securities lending transactions, total return swaps or similar instruments within the meaning
of SFTR.
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3. Currency of the Sub-Fund
The Reference Currency of the Sub-Fund is Euro. The Reference Currency of the Classes of Shares issued with respect to the
Sub-Fund are specified in the section 4 below.
4. Class of Shares
Class X: Capitalization of income in EUR – There will be no initial charge payable on subscriptions. There will be no
redemption charge. Activated
Class Y: Distribution of income in EUR – There will be no initial charge payable on subscriptions. There will be no redemption
charge. To be announced by the Board of Directors.
Class A: Capitalization of income in EUR – Subject to a maximum Subscription and Redemption Charge of 5%. Activated.
Class B: Distribution of income in EUR – Subject to a maximum Subscription and Redemption Charge of 5%. To be announced
by the Board of Directors.
Class C: Capitalization of income in EUR – Subject to a minimum first subscription amount of 125 000€. Subject to a
maximum Subscription and Redemption Charge of 5%. Activated.
Class E: Capitalization of income in EUR – Subject to a minimum first subscription amount of 1 000 000€. Activated.
Class U: Capitalization of income in USD (hedged) – Subject to a maximum Subscription and Redemption Charge of 5%.
Activated.
Class V: Capitalization of income in CHF (hedged) – Subject to a maximum Subscription and Redemption Charge of 5%.
Activated.
Class G: Distribution of income in EUR – There will be no initial charge payable on subscriptions. There will be no redemption
charge. Only for other Sub-Funds. Activated.
Class H: Capitalization of income in EUR - Subject to a maximum Subscription and Redemption Charge of 5%. Subject to a
minimum first subscription amount of 1 000 000€. Only for Well-Informed Investors acting on their own behalf. Activated.
Class I: Capitalization of income in EUR - Subject to a maximum Subscription and Redemption Charge of 5%. Subject to a
minimum first subscription amount of 125 000€. Only for Well-Informed Investors represented by or acting through an
intermediary duly licensed in the financial sector under its local law. Activated.
5. Subscription
Each prospective investor in the Sub-Fund will irrevocably commit in its Subscription Agreement to invest an aggregate amount
in the Sub-Fund. The initial price per Share for Classes of Shares X, A, C, and E was 100€ per Share payable on the initial issue
date for Shares of the relevant Class of Shares. The initial subscription period for Classes of Shares X, A, C and E has ended.
The initial price per Share and the subsequent subscription price for any other Class of Shares will be determined by the Board
of Directors, based on the Net Asset Value calculated by the Central Administration. The Board of Directors may however at its
own discretion allow from time to time adjustments to the price based on an appropriate methodology.
The relevant Investor must submit a completed, dated and signed Subscription Form to the Central Administrator before 16h00
(CET) no later than five (5) calendar days prior to the relevant Valuation Day, or no later than two (2) calendar days prior to the
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relevant Valuation Day for Class G Shares. If the relevant day is not a Business Day, the Subscription Form has to be submitted
on the preceding day which is a Business Day. Subscription Forms received after this deadline will, in principle, be deemed to
be received and will be processed as of the next following Valuation Day. A relevant Subscription Form may exceptionally be
accepted after this deadline subject to compliance with the requirements for the prevention for Late Trading as described in
Section 14 of the General Section.
The relevant Investor must deliver to the account of the Depositary cleared funds in EUR for the full amount of the subscription
pursuant to the subscription request no later than 1 (one) day prior to the relevant Valuation Day.
6. Redemption of Shares
The Sub-Fund is established for an unlimited period. The Sub-Fund is open-ended. Redemption requests should be addressed to
the Central Administrator who may redeem Shares to the extent that such redemption is not contrary to the interests of the Sub-
Fund. Redemption orders must be received by the transfer agent thirty days prior to the next Valuation Day Redemption
payments will be made in the reference currency of the relevant Sub-Fund at the latest 60 days starting with the date set for
redemption.
If the Sub-Fund's Assets do not provide the necessary liquidity to redeem the Shares, the Board of Directors may decide to
redeem the Assets in kind subject to the approval of the Shareholder.
Should the total redemptions for a specific Valuation Day exceed 10% of Net Asset Value calculated at that appropriate
Valuation Day, the Board of Directors may decide to apply the following gating principle should there not be enough liquidity
to server these redemptions.
Gating:
Given the liquidity limitations of the Assets of the Sub-Fund, Shareholders are advised that the Board of Directors may impose
a limit on the amount that may be withdrawn from the Sub-Fund.
The Board of Directors will decide upon a redemption plan submitted to the Auditor to allow redemptions based on liquidity
availability of the Sub-Fund in the best interest of all Shareholders.
Excess Amount Redemption Requests will not receive priority over other redemption requests submitted for such Redemption
Date. A Shareholder may cancel an Excess Amount Redemption Request, in whole or in part, if such cancellation is requested
in writing at least 45 days prior the Redemption Date on which the redemption of such Excess Amount would otherwise
become effective.
The redemption price will be determined by the Board of Directors, based on the calculation of net asset value by the central
administration and adjusted if necessary by a method that will determine in its sole discretion according to the methodology that
it deems appropriate in this case.
The Sub-Fund may compulsorily redeem Shares if a Shareholder is not a Well-Informed Investor. In case of compulsory
redemption, the redemption price will be equal to the subscription price paid by the Shareholder from whom the Sub-Fund buys
back its Shares. However, if the Board of Directors determines that the Net Asset Value of the Sub-Fund has increased or
decreased significantly due to the subscription of the Shareholder concerned, the Board of Directors may change the redemption
price so that it is equal to the Net Asset Value of the Shares on the forecast redemption date. The Shares redeemed will be
cancelled.
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The Shares of Class X, Y and G do not have any redemption fee.
7. Transfer of Shares
Any transfer of Shares shall occur under the Law of 1915, and subject to the Articles of Incorporation including the limitations
contained therein.
8. Distribution policy and Reinvestment

Subject to the below, the net amount received by the Sub-Fund in cash and / or in kind as a sale or reimbursement of all or part
of an investment, minus any costs incurred by the Sub-Fund in connection with this sale will be primarily reinvested. It is not
planned to make any distribution to the Shareholders for the capitalization Share Classes.
For distribution Share Classes, the Board of Directors will seek to make annual distributions of the net income received by the
Sub-Fund during the year properly allocable to each of such Share Classes, to the extent that cash is available for distribution.
Subject to the provisions of this Prospectus, the proposed amount of distribution will be at the discretion of the Board of
Directors.
9. Distribution of Assets
The Board of Directors may proceed at any time to the distribution of Assets of the Sub-Fund, in cash or in kind, provided that
the Board of Directors will focus on the distributions of cash.
After any distribution, the issued Share capital of the Fund cannot decrease at less than one million two hundred fifty thousand
euro (EUR 1.25 million). In the case of a distribution in kind, the Board of Directors will assure to respect the principle of
equality of all Shareholders and the distribution in kind will be analyzed by the Auditor.
Any distribution of Assets of the Sub-Fund will be mentioned in the annual reports as described in this Prospectus.
10. Delegation of Management of the Sub-Fund’s Assets

In accordance with the Prospectus, the management of Assets of the Sub-Fund is entrusted to the AIFM, which in turn delegates
it to the Investment Manager.
11. Management and Performance Fees

The A, U and V Share Class is subject to an annual management fee of up to 1% of the Sub-Fund’s Assets, the C Share Class is
subject to an annual management fee of 0.70% of the Sub-Fund’s Assets, the E Share Class is subject to an annual management
fee of 0.75% of the Sub-Fund’s Assets, the H Share Class is subject to an annual management fee of up to 0.8% of the Sub-
Fund’s Assets and the I Share Class is subject to an annual management fee of up to 1.5% of the Sub-Fund’s Assets.
The management fee disclosed above includes (i) the investment management fee calculated as a percentage of the Sub-Fund’s
Assets payable monthly to the Investment Manager as well as (ii) the AIFM fee which amounts to an annual fee of up to 0.08%
of the Net Asset Value, payable by the Fund to the AIFM quarterly in arrears.
The G Share Class is not subject to any management fee.
Performance fee payable to the Investment Manager, for the A, U, V, E, H and I Share Classes, cannot exceed 25% of the
annual performance with a hurdle rate of 8%.
There is no performance fee in respect of the G Share Class.
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For the C Share Class, the Investment Manager is entitled to a performance fee of 25% of the appreciation of the NAV if the
performance is higher than 5% p.a. (the hurdle rate).
12. Valuation Day

The Net Asset Value per Share is determined annually, on the last day of the month of December each year. The Board of
Directors may request a calculation of Net Asset Value at any time, especially on the last day of each month, but only if
justified by a Shareholders transaction in the Sub-Fund.
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APPENDIX V – KEYS PLACEMENT
Management policy of the Sub-Fund is diversified and seeks to ensure an optimal return on investment by offering its
performance risk.
obtained.
Specific compartment KEYS PLACEMENT:
• offices
• different categories of shops: shopping malls, retail (commercial zones),
• hotel properties, ...
financial conditions are favorable and if the tax systems are compatible with the taxation of unit holders.
The Sub-Fund can also do on an ancillary basis real estate as described under point d) (Type of financial instrument).
In case of difficulties in the sector, the Sub-Fund will divest and diversify its portfolio through other investment vehicles.
b) Sectors
c) Geographical area
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The geographical areas of investment include both the European Union, the United Kingdom, the United States, Asia and
Emerging Countries. It will include, in principle, an important real estate component in France.
Investment in Assets can be realized through the following financial instruments:
ii. Indirect holding of real estate through companies (SCI, SPV, SA ...);
iii. SPV or unlisted trading companies of the European Union and other OECD states subject to an annual review of
accounts by an auditor. This investment can be done by purchases of shares, as well as by investment in companies
or by means of loans under a credit agreement that will be made available to the external auditor and approved by
the Sub-Fund. These loans may include conversion clauses of securities, fixed, variable, index rates or other type
based on investment opportunities in sub-borrowers compartments;
iv. European UCITS in accordance with the UCITS Directive , including French funds open to all investors; and
management strategies or investing in the area commonly known as "private equity”.
e) Leverage
and to provide liquidity for operating purposes and managing capital position.
Generally interest costs relating to the borrowings will be met from the gross income of the Sub-Fund or its subsidiaries prior to
the payment of income to investors.
Sub-Fund’s net Assets, including any borrowing done at the level of its subsidiaries.
of SFTR.
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The Reference Currency of the Sub-Fund is Euro. The Reference Currency of the Classes of Shares issued with respect to the
4. Class of Shares
Class X: Capitalization of income in EUR - There will be no initial charge payable on subscriptions. There will be no
redemption charge. Activated
Class Y: Distribution of income in EUR - There will be no initial charge payable on subscriptions. There will be no redemption
charge. To be announced by the Board of Directors.
Class A: Capitalization of income in EUR - Subject to a maximum Subscription and Redemption Charge of 5%. Activated.
Class B: Distribution of income in EUR - Subject to a maximum Subscription and Redemption Charge of 5%. To be announced
by the Board of Directors.
Class U: Capitalization of income in USD (hedged) - Subject to a maximum Subscription and Redemption Charge of 5%.
Activated.
Class V: Capitalization of income in CHF (hedged) - Subject to a maximum Subscription and Redemption Charge of 5%.
Activated.
5. Subscription
in the Sub-Fund. The initial price per Share of any the Class of Shares X and A was 100€ per Share payable on the initial issue
date for Shares of the relevant Class of Shares. The initial subscription period for Class of Shares X and A has ended. The initial
price per Share and the subsequent subscription price for any other Class of Shares will be determined by the Board of
Directors, based on the Net Asset Value calculated by the Central Administration. The Board of Directors may however at its
own discretion allow from time to time adjustments to the price based on an appropriate methodology.
The relevant Investor must submit a completed, dated and signed Subscription Form to the Administrative Agent before 16h00
(CET) no later than five (5) calendar days prior to the relevant Valuation Day. If the relevant day is not a Business Day, the
Subscription Form has to be submitted on the preceding day which is a Business Day. Subscription Forms received after this
deadline will, in principle, be deemed to be received and will be processed as of the next following Valuation Day. A relevant
Subscription Form after this deadline may be accepted subject to compliance with the requirements for the prevention for Late
Trading as described in Section 11 of the General Section.
The relevant Investor must deliver to the account of the Depositary cleared funds in EUR for the full amount of the subscription
The Sub-Fund is established for an unlimited period. The Sub-Fund is open-ended. Redemption requests should be addressed to
the Registrar who may redeem Shares to the extent that such redemption is not contrary to the interests of the Sub-Fund.
Redemption orders must be received by the transfer agent thirty days prior to the next Valuation Day Redemption payments will
be made in the reference currency of the relevant Sub-Fund at the latest 60 days starting with the date set for redemption.
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If the Sub-Fund's Assets do not provide the necessary liquidity to redeem the Shares, the Board of Directors may decide to
redeem the Assets in kind subject to the approval of the Shareholder.
Should the total redemptions for a specific Valuation Day exceed 10% of Net Asset Value calculated at that appropriate
Valuation Day, the Board of Directors may decide to apply the following gating principle should there not be enough liquidity
to server these redemptions.
Gating:
Given the liquidity limitations of the Assets of the Dedicated Fund, Shareholders are advised that the Board of Directors may
impose a limit on the amount that may be withdrawn from the Dedicated Fund.
The Board of Directors will decide upon a redemption plan submitted to the Auditor to allow redemptions based on liquidity
availability of the Sub-Fund in the best interest of all Shareholders.
Excess Amount Redemption Requests will
not receive priority over other redemption requests submitted for such Redemption Date. A Shareholder may cancel an Excess
Amount Redemption Request, in whole or in part, if such cancellation is requested in writing at least 45 days prior the
Redemption Date on which the redemption of such Excess Amount would otherwise become effective.
The redemption price will be determined by the Board of Directors, based on the calculation of net asset value by the central
administration and adjusted if necessary by a method that will determine in its sole discretion according to the methodology that
it deems appropriate in this case.
cancelled.
The Shares of Class X and Y do not have any redemption fee.
Any transfer of Shares shall occur under the 1915 Act, and subject to the Articles of Incorporation including the limitations
contained therein.

The net amount received by the Sub-Fund in cash and / or in kind as a sale or reimbursement of all or part of an investment,
minus any costs incurred by the Sub-Fund in connection with this sale will be primarily reinvested. It is not planned to make
any distribution to the Shareholders for the Share Classes capitalized.
In the case of redistribution in kind, Shareholders will profit from the value of this distribution, which will be analysed by the
auditor of the Sub-Fund.
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equality of all Shareholders and the distribution in kind will be analyzed by the Auditor of the Sub-Fund.


The Share Class A, U and V is subject to an annual management fee of 1.50% of the Sub-Fund’s Assets.
The Investment Manager will also be entitled to a performance fee cannot exceed 25% of the annual performance with a hurdle
rate of 7%.
12. Valuation Day

justified by a Shareholder’s transaction in the Sub-Fund.
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APPENDIX VI – KEYS REAL ESTATE DISTRIBUTION
management policy of the Sub-Fund is diversified and seeks to ensure an optimal return on investment by offering its
performance risk.
obtained.
Specific compartment KEYS REAL ESTATE DISTRIBUTION:
• offices;
• different categories of shops: shopping malls, retail (commercial zones); and
• hotel properties.
financial conditions are favorable and if the tax systems are compatible with the taxation of Shareholders.
The Sub-Fund will aim to generate regular income and to make annual income distributions to the Shareholders through the
acquisition, development and operation of its real estate portfolio. In order to achieve this objective the Sub-Fund will seek to
focus on investment opportunities with good rental, regular rent reviews and strong capital value forecast in the coming years,
including commercial and residential development projects.
b) Sectors
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c) Geographical areas
The geographical areas of investment include the European Union, the United Kingdom, the United States, Asia and Emerging
Countries. It will include, in principle, an important real estate component in France.
In order to achieve its objective, the Sub-Fund is expected to invest in a dedicated distributing Share Class of Keystone Real
Estate Placement (“KREP”) which will qualify as a Target Sub-Fund for this purpose. The Sub-Fund is expected to invest a
substantial part of its assets in KREP and may, from time to time, invest all or substantially all of its assets in KREP. At certain
times, the Sub-Fund may therefore invest more than 85% of its assets in KREP and qualify as a “feeder fund” in the meaning of
the AIFM Law.
The remainder of the assets of the Sub-Fund will remain in cash or other liquid assets (which are expected to range between
10% and 25% of the assets from time to time) or invested on an opportunistic basis in real estate Assets, in accordance with the
following provisions, which are expected to generate regular income consistent with the distribution policy of the Sub-Fund.
The Sub-Fund may also invest in parallel with KREP in the same or related investment opportunities.
In addition, investment in Assets can be realized through the following financial instruments:
ii. Indirect holding of real estate through companies (SCI, SPV, SA …) and/or real estate investment funds (regulated
or unregulated) or through any type of real estate holding structure, in any relevant jurisdiction;
iii. SPV or unlisted trading companies of the European Union, the United Kingdom and other OECD member states
subject to an annual review of accounts by an auditor. This investment can be done by purchases of shares, as well
as by investment in companies or by means of loans under a credit agreement that will be made available to the
external auditor and approved by the Fund. These loans may include conversion clauses of securities, fixed,
variable, index rates or other type based on investment opportunities in sub-borrowers compartments;
iv. European UCITS in accordance with the UCITS Directive, including French funds available to all investors; and
management strategies or investing in the area commonly known as "private equity”.
Regarding the indirect holding of real estate mentioned above, investors should also be aware that investments in Assets should
be undertaken by an entity controlled by the Fund within the meaning of Directive 2013/34/EU of 26 June 2013 on the annual
financial statements, consolidated financial statements and related reports of certain types of undertakings on a look-through
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basis, in order for the Assets owned by such entity to be considered on a look-through basis, meaning that the Assets owned by
such entity will be considered as being invested by the Fund in compliance with the diversification limits.
e) Leverage
and to provide liquidity for operating purposes and managing capital position. Generally interest costs relating to the
borrowings will be met from the gross income of the Sub-Fund or its subsidiaries prior to the payment of income to investors.
Sub-Fund’s net assets, including any borrowing done at the level of its subsidiaries.
of SFTR.
The Reference Currency of the Sub-Fund is Euro. The Reference Currency of the Classes of Shares issued with respect to this
4. Class of Shares
Class J: Distribution of income in EUR - Subject to a maximum Subscription Charge of 5%. There will be no redemption
charge. Subject to a minimum first subscription amount of 1 000 000€. Only for Well-Informed Investors acting on their own
behalf. Activated.
Class K: Distribution of income in EUR - Subject to a maximum Subscription Charge of 5%. There will be no redemption
charge. Subject to a minimum first subscription amount of 125 000€. Only for Well-Informed Investors represented by or acting
through an intermediary duly licensed in the financial sector under its local law. Activated.
5. Subscription
in the Sub-Fund. The initial price per Share of any Class of Shares issued with respect to the Sub-Fund on the initial issue date
for Shares of any such Class of Shares will be 100€ per Share (the “Initial Issue Price”) and will be payable on the initial issue
date for Shares of the relevant Class of Shares. The initial subscription period will end on or around 30 April 2019 or such other
date as determined by the Board of Directors (the “Initial Subscription Period”). Class J and K will remain available for
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subscription during a period ending one year after the Initial Subscription Period; at a subscription price determined by the
Board of Directors, based on the Net Asset Value calculated by the Central Administration. The Board of Directors may
however at its own discretion allow from time to time adjustments to the price based on an appropriate methodology. During
that period, the Net Asset Value will be calculated on a monthly basis as of the last Business Day of each Month. After that
date, no subsequent subscription will be accepted by the Board of Directors in respect of such Class of Shares.
The relevant investor must submit a completed, dated and signed Subscription Form to the Central Administrator before 16h00
(CET) no later than five (5) calendar days prior to the relevant Valuation Day. If the relevant day is not a Business Day, the
Subscription Form has to be submitted on the preceding day which is a Business Day. Subscription Forms received after this
deadline will, in principle, be deemed to be received and will be processed as of the next following Valuation Day. A relevant
Subscription Form may exceptionally be accepted after this deadline subject to compliance with the requirements for the
prevention for Late Trading as described in Section 14 of the General Section.
The relevant investor must deliver to the account of the Depositary cleared funds in EUR for the full amount of the subscription
The Sub-Fund is established for an unlimited period. In respect of each Class of Shares, each Shareholder is subject to a six-
year lock-up period from the end of the Initial Subscription Period and during which the Shareholders may not redeem their
Shares (a “Lock-Up Period”).
After the end of a Lock-Up Period, subject to the next paragraph, the relevant Class of Shares will be automatically redeemed at
a price determined by the Board of Directors, based on the Net Asset Value calculated by the Central Administration, and the
redemption price will be paid as soon as practically possible following the liquidation of the relevant assets of the Sub-Fund. If
the Sub-Fund's Assets do not provide the necessary liquidity to redeem the Shares, the Board of Directors may decide to redeem
the Assets in kind subject to the approval of the Shareholder.
Before the end of the Lock-Up period, the Board of Directors may offer to Shareholders who wish to remain invested in the
Sub-Fund after the end of the Lock-Up Period to either (i) remain invested in the same Class of Shares, in which case the Class
of Shares will continue to exist subject to a new Lock Up Period, or (ii) convert their Shares into Shares of a new Class of
Shares existing at the end of the Lock-Up Period, subject to the Lock-Up Period applicable to such new Class of Shares. The
conversion price will be determined by the Board of Directors, based on the Net Asset Value calculated by the Central
Administration. Shareholders will be informed of the conditions for such conversion in writing prior to the end of the Lock-Up
Period. Shareholders who do not notify the Fund of their intention to remain invested in the same Class of Shares or be
converted into a new Class of Shares will automatically be redeemed at the end of the Lock-Up Period in accordance with the
preceding paragraph.
cancelled.
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The Classes of Shares J and K do not bear any redemption fee.
Any transfer of Shares shall occur under the 1915 Act, and subject to the Articles of Incorporation including the limitations
contained therein.
The net amount received by the Sub-Fund in cash and / or in kind as a sale or reimbursement of all or part of an investment,
interest, rent or equivalent income, minus any costs incurred by the Sub-Fund in connection therewith, will be primarily
distributed to Shareholders pro rata their participation in the relevant Class. Subject to the provisions of this Prospectus, the
proposed amount of distribution will be at the discretion of the Board of Directors.
The Sub-Fund targets to distribute to each Shareholder an annual dividend equal to 4% of their respective amount subscribed in
the Sub-Fund. Such distribution of dividends cannot be guaranteed. In computation of such target amount, the Board of
Directors may decide, at is sole discretion, to distribute an interim dividend at any time during the financial year in progress.
equality of all Shareholders and the distribution in kind will be analyzed by the Auditor.
The J Share Class is subject to an annual management fee of up to 1.10% of the Sub-Fund’s Asset and the K Share Class is
subject to an annual management fee of up to 1.80% of the Sub-Fund’s Assets.
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Performance fee payable to the Investment Manager, for the J and K Share Classes, cannot exceed 20% of the annual
performance with a hurdle rate of 4%.
12. Valuation Day
justified by a Shareholders transaction in the Sub-Fund.
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ANNEX VII – INFORMATION FOR INVESTORS IN SWITZERLAND
Information for investors in Switzerland
Qualified investors
The Fund may only be distributed in Switzerland to qualified investors within the
meaning of Art. 10 Para. 3, 3bis and 3ter CISA.
Representative
The representative in Switzerland is ACOLIN Fund Services AG, Affolternstrasse 56,
CH-8050 Zurich.
Distributor
The distributor in Switzerland is SIEGA S.A, rue de Candolle 26, 1205 Geneva
Paying agent
The paying agent in Switzerland is Banque Cantonale Vaudoise, Place St-François 14,
1003 Lausanne.
Place where the relevant documents may be obtained
The relevant documents as defined in Art. 13a CISO as well as the annual and, if
applicable, the annual reports may be obtained free of charge from the representative in
Switzerland.
Payment of retrocessions and rebates
The Fund or the Fund AIFM and its agent may pay retrocessions as remuneration for
distribution activity in respect of the Fund units in or from Switzerland. This
remuneration may be deemed payment for the following services in particular:
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Storage and distribution of marketing and legal documents
Clarification and answers to specific requests from investors to the Fund provider
regarding investment product;
Road show organization
Participation in fairs and events
Relationship management
Delegation and monitoring of other distributors
Retrocessions are not deemed to be rebates even if they are ultimately passed on, in full
or in part, to the investors.
The recipients of the retrocessions must ensure transparent disclosure and inform
investors, unsolicited and free of charge, about the amount of remuneration they may
receive for distribution.
On request, the recipients of retrocessions must disclose the amounts they actually
receive for distributing the Fund of the investor concerned.
In respect of distribution in or from Switzerland, the Fund and respectively the AIFM
and its agents do not pay any rebates to reduce the fees or costs incurred by the investor
and charged to the Fund.
Place of performance and jurisdiction
In respect of the units distributed in and from Switzerland, the place of performance and
jurisdiction is at the registered office of the representative.
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KEYSTONE

SICAV SIF S.A.

Prospectus 28 March 2019

An Investment Company with Variable Capital

15, Boulevard F.W. Raiffeisen

PRINCIPAL AND REGISTERED OFFICE

Keystone Fund, a SICAV SIF S.A.

MEMBERS OF THE BOARD OF THE FUND

ALTERNATIVE INVESTMENT FUND MANAGER

BOARD OF DIRECTORS OF THE ALTERNATIVE INVESTMENT FUND MANAGER

The Fund was created for an unlimited duration.

4. INVESTMENT OBJECTIVES AND POLICIES

4.1 Investment Objective of the Fund

4.2 Investment Objectives and Policies of the Sub-Funds

5.1 The AIFM’s risk management process

5.2 Risks related to the nature of investments

1. investment and repatriation restrictions;

- Derivatives leverage risk

- Options, futures and swaps

- Real Estate Securities risk

- Non-Regulated markets risk and OTC risk

- Asset-back Securities risk

- Credit-linked Securities risk

- Defaulted Debt Securities risk

- Low-Rated Security risk

- Small and Mid-Sized Companies risk

- Private Equity and Unquoted Companies risk

- Particular Swap Agreements risk

6. MANAGEMENT, ADMINISTRATION AND CORPORATE GOVERNANCE

6.1 Board of Directors of the Fund

- appointment and replacement of the Central Administrator;

6.2 The Alternative Investment Fund Manager

6.3 Investment Management

6.4 The Depositary

c) the safekeeping of all financial instruments of the Fund;

The Fund has also appointed the Depositary as paying agent.

6.5 The Central Administrator

8. MONEY LAUNDERING PREVENTION

9. RESTRICTION OF THE OWNERSHIP OF SHARES

To that end, the Board of Directors may:

The Fund shall issue Shares in registered form.

Fractions of registered Shares will be issued to one thousandth of a Share.

The currency in which each Sub-Fund is denominated is the Reference Currency.

Furthermore, the Fund may:

- reject in whole or in part at its discretion any application for Shares; or

- the identity of the Shareholder;

12. REDEMPTION OF SHARES

13. CONVERSION OF SHARES

- the identity, address of the Shareholder requesting the conversion;

A is the number of Shares to be allocated in the New Sub-Fund or New Class;

14. LATE TRADING AND MARKET TIMING

14.1 Late trading

14.2 Market timing

15. TRANSFER, PLEDGE AND ASSIGNMENT OF SECURITIES

16. DETERMINATION OF THE NET ASSET VALUE OF SHARES