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U X E M B O U R G

MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

des Großherzogtums

Luxemburg

R E C U E I L D E S S O C I E T E S E T A S S O C I A T I O N S

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par la loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 1429

17 juin 2013

SOMMAIRE

Aal Kielener Pompjeeën asbl . . . . . . . . . . . .

68587

A.E.R.O. S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

68592

Alchimie S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

68577

Atelier de Précision Félix Zenner S.A. . . .

68592

Ateliers Origer S.à r.l. . . . . . . . . . . . . . . . . . .

68546

Bel Canto Sicav . . . . . . . . . . . . . . . . . . . . . . . .

68546

BlueMountain Montenvers Master Fund

SCA SICAV-SIF . . . . . . . . . . . . . . . . . . . . . . .

68547

BlueMountain Montenvers MF SCA . . . . . .

68547

Boucherie Ferreira S.à r.l. . . . . . . . . . . . . . .

68546

Calisel Europe s.à r.l. . . . . . . . . . . . . . . . . . . .

68573

Carrelage Moderne S.à r.l. . . . . . . . . . . . . . .

68546

CC Développement S.à r.l. . . . . . . . . . . . . . .

68546

Deutsche Bank Luxembourg S.A. . . . . . . . .

68582

ECO Luxembourg S.à r.l. . . . . . . . . . . . . . . .

68572

ECR Luxembourg S.à r.l. . . . . . . . . . . . . . . . .

68571

Egon Finance S.A. . . . . . . . . . . . . . . . . . . . . . .

68571

EHI International Finance S.à r.l. . . . . . . . .

68570

Elbey S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68570

Electricité Générale Wampach Pierre S.à

r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68572

Equifax Luxembourg (No.3) S.à r.l. . . . . . .

68572

e-shelter Frankfurt 3 S.à r.l. . . . . . . . . . . . . .

68592

Espace Events & Communication S.à r.l.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68577

Gai Mattiolo S.A. . . . . . . . . . . . . . . . . . . . . . . .

68589

Insight Finance S.A. . . . . . . . . . . . . . . . . . . . .

68569

Invest One S.à r.l. . . . . . . . . . . . . . . . . . . . . . .

68569

Iolkos Investments SPF S.à r.l. . . . . . . . . . .

68570

IPSE Dixit Holding S.A. . . . . . . . . . . . . . . . . .

68569

Keystar Investments S.A. . . . . . . . . . . . . . . .

68589

Kochco International S.A. . . . . . . . . . . . . . . .

68589

Lavanda North S.A. . . . . . . . . . . . . . . . . . . . .

68590

LSREF II Delphi LP S.à r.l. . . . . . . . . . . . . . .

68579

Luxitop S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

68576

LWM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68589

LYXOR Selection Fund . . . . . . . . . . . . . . . . .

68590

Mara International S.A. . . . . . . . . . . . . . . . . .

68576

Megalux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

68589

Mike S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68588

Minorco Peru Holdings . . . . . . . . . . . . . . . . .

68587

Minpress Investments S.à r.l. . . . . . . . . . . . .

68578

P4 Investments S.A. . . . . . . . . . . . . . . . . . . . .

68581

Participation Hispanolux GmbH . . . . . . . . .

68578

RBB Luxembourg . . . . . . . . . . . . . . . . . . . . . .

68590

Reis In S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

68591

Réseau pour le Travail et la Promotion Hu-

maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68591

SES Participations . . . . . . . . . . . . . . . . . . . . . .

68573

Signalhorn Sales S.à r.l. . . . . . . . . . . . . . . . . .

68570

Sportissimo . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68547

Sportsdirect.com Luxemburg . . . . . . . . . . .

68547

Sportunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68573

Taxcontrol International Holding S.A. . . .

68591

Tellis Fis 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68592

Triton LuxCo B 15 S.à r.l. . . . . . . . . . . . . . . .

68591

Victoria's Secret International S.à r.l. . . . .

68590

wwholding S.A. . . . . . . . . . . . . . . . . . . . . . . . .

68592

68545

U X E M B O U R G

Boucherie Ferreira S.à r.l., Société à responsabilité limitée.

Siège social: L-4176 Esch-sur-Alzette, 30, rue Jos Kieffer.

R.C.S. Luxembourg B 90.815.

Les comptes annuels au 31.12.11 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2013050455/10.
(130062349) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

Bel Canto Sicav, Société d'Investissement à Capital Variable.

Siège social: L-2449 Luxembourg, 16, boulevard Royal.

R.C.S. Luxembourg B 51.614.

Les comptes annuels au 31 Décembre 2012 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2013050439/10.
(130061986) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

Ateliers Origer S.à r.l., Société à responsabilité limitée.

Siège social: L-6776 Grevenmacher, 11, op der Ahlkerrech.

R.C.S. Luxembourg B 28.145.

Signature.

Référence de publication: 2013050428/10.
(130061568) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

Carrelage Moderne S.à r.l., Société à responsabilité limitée.

Siège social: L-5256 Sandweiler, 29, rue Nic Welter.

R.C.S. Luxembourg B 88.122.

Les comptes annuels au 31 décembre 2012 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2013050495/10.
(130061575) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

CC Développement S.à r.l., Société à responsabilité limitée.

Capital social: EUR 1.707.000,00.

Siège social: L-1931 Luxembourg, 13-15, avenue de la Liberté.

R.C.S. Luxembourg B 123.891.

Les comptes annuels rectifiés au 31 décembre 2011 ont été déposés au registre de commerce et des sociétés de

Luxembourg.

dépôt le 18 octobre 2012, numéro de dépôt: L120179151

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 19 avril 2013.

Stijn CURFS
Mandataire

Référence de publication: 2013050496/14.
(130061968) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

68546

U X E M B O U R G

Sportissimo, Société à responsabilité limitée.

Siège social: L-1118 Luxembourg, 23, rue Aldringen.

R.C.S. Luxembourg B 18.761.

Signature.

Référence de publication: 2013050927/10.
(130062427) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

Sportsdirect.com Luxemburg, Succursale d'une société de droit étranger.

Adresse de la succursale: L-9964 Huldange, 3, Op d'Schmëtt.

R.C.S. Luxembourg B 132.687.

Les comptes annuels au 30 avril 2011 concernant SPORTSDIRECT.COM BELGIUM S.A., ayant pour succursale

SPORTSDIRECT.COM LUXEMBURG, ont été déposés au registre de commerce et des sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Windhof, le 19/04/2013.

Référence de publication: 2013050928/11.
(130062299) Déposé au registre de commerce et des sociétés de Luxembourg, le 19 avril 2013.

BlueMountain Montenvers Master Fund SCA SICAV-SIF, Société en Commandite par Actions sous la

forme d'une SICAV - Fonds d'Investissement Spécialisé,

(anc. BlueMountain Montenvers MF SCA).

Siège social: L-2633 Senningerberg, 6D, route de Trèves.

R.C.S. Luxembourg B 176.346.

In the year two thousand and thirteen, on the fifteenth day of April;
before Maître Martine Schaeffer, notary residing in Luxembourg,
was held an extraordinary general meeting of the shareholders (the Meeting) of BlueMountain Montenvers MF S.C.A,

an investment company with variable capital (société d'investissement à capital variable), in the form of a partnership
limited by shares (société en commandite par actions), having its registered office at 6D, route de Trèves L-2633 Sen-
ningerberg, registered with the Luxembourg Trade and Companies Register under number B 176.346, incorporated
pursuant to a deed of the undersigned notary, on 18 January 2013 (the Company).

The Meeting was opened with Johan Terblanche, Sollicitor, residing in Luxembourg, in the chair.
The Chairman appointed as Secretary Gianpiero SADDI, residing in Luxembourg.
The Meeting elected as Scrutineer Jonathan Terblanche, prenamed.
The bureau of the Meeting having thus been constituted, the Chairman declared and requested the notary to state

that:

I. The shareholders represented and the number of shares held by them are indicated on an attendance list. This list

and the proxies, after having been signed by the appearing parties and the notary, will remain attached to the present
deed for registration purposes.

II. This attendance list shows that the sole (1) management share, the forty-eight (48) Carry shares and the sole (1)

Ordinary share, representing the entire share capital of the Company, are represented at the present Meeting so that
the Meeting can validly decide on all the issues of the agenda which are known to the shareholders.

III. The agenda of the Meeting is the following:
1. waiver of the convening notice;
2. full restatement of the articles of association of the Company and of its corporate object in particular, worded as

follows:

Corporate object

The purpose of the Fund is to invest primarily in cash and synthetic credit assets as well as equities, with the aim of

spreading the investment risks and affording its Shareholders with the results of the management of its assets, each time
in accordance with the Private Placement Memorandum.

The Fund may take any measures and carry out any transaction which it may deem useful for the accomplishment and

development of its purpose to the full extent permitted under the 2007 Law

3. miscellaneous.

68547

U X E M B O U R G

These facts having been exposed and recognized as true by the Meeting, the Meeting, after deliberation, unanimously

took the following resolutions:

First resolution

The Meeting resolves to waive the convening notices, the shareholders of the Company considering themselves as

duly convened and having perfect knowledge of the agenda which has been communicated to them in advance.

Second resolution

Further to the receipt of the avis de fin d'examen dated 12 April 2013 from the Luxembourg commission de surveillance

du secteur financier, the shareholders of the Company resolve to fully restate the articles of association of the Company
(the Articles), to comply the content with the provisions of the law of 13 February 2007 relating to Specialised Investment
Funds and to reflect the provisions of the private placement memorandum in relation to the Company.

The appearing parties, represented as stated here-above, have thus requested the undersigned notary to enact the

following restatement of the Articles:

Title I - Form and name - Registered office - Duration - Purpose

Art. 1. Form and name, liability.
1.1 There exists among the managing general partner, "associé gérant commandité" (the General Partner), BlueMoun-

tain Montenvers Holdings, LLC a company incorporated under the laws of Delaware having its registered office at 2711
Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808, registered with the Delaware Secretary
of State (the Carry Shareholder) and the other limited partners, "actionnaires commanditaires" (the Limited Shareholders
and together with the General Partner and the Carry Shareholder the Shareholders), a corporate partnership limited by
shares in the form of a "société en commandite par actions" organised as a "société d'investissement à capital variable"
qualifying as a "fonds d'investissement spécialisé" under the name of BlueMountain Montenvers Master Fund SCA SICAV-
SIF (hereafter the Fund), governed by the Luxembourg law of 10 August 1915 relating to commercial companies, as
amended (the 1915 Law), the Luxembourg law of 13 February 2007 relating to specialised investment funds, as may be
amended (the 2007 Law) and the present articles of association (the Articles).

1.2 The Carry Shareholder and the Limited Shareholders are liable up to the amount of the capital committed by them

to the Fund in subscribing for Shares (if any) or the amount invested in the Fund at the relevant time.

Art. 2. Registered office.
2.1 The registered office of the Fund is established in Senningerberg, Grand Duchy of Luxembourg. It may be transferred

within the boundaries of the municipality by a resolution of the General Partner. The registered office may further be
transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of the Shareholders adopted
in the manner required for the amendment of these Articles.

2.2 Branches, subsidiaries or other offices may be established either in the Grand Duchy of Luxembourg or abroad by

a resolution of the General Partner. Where the General Partner determines that extraordinary political or military
developments or events have occurred or are imminent and that these developments or events would interfere with the
normal activities of the Fund at its registered office, or with the ease of communication between such office and persons
abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary
circumstances. Such temporary measures shall have no effect on the nationality of the Fund, which, notwithstanding the
temporary transfer of its registered office, will remain a Luxembourg incorporated company.

Art. 3. Duration.
3.1 The Fund is established for an unlimited duration.
3.2 The Fund shall not be dissolved by reason of the death, suspension of civil rights, incapacity, insolvency, bankruptcy

or any similar event affecting one or several of the Shareholders.

3.3 The Fund shall not come to an end in the event of the resignation, removal, dissolution or bankruptcy or insolvency

of the General Partner. The meeting of Shareholders may appoint an interim manager, who need not be a Shareholder,
subject to the prior approval of the Commission de Surveillance du Secteur Financier.

3.4 The interim manager shall adopt urgent measures and those of ordinary administration until the holding of a general

meeting of Shareholders, which has to resolve on the continuation or discontinuation of the Fund and in case of a decision
to continue the Fund's activities, the appointment of a replacement general partner. The interim manager shall, within
fifteen days of his appointment, convene a general meeting of Shareholders in accordance with the procedures laid down
in Art. 22 au-dessous.

3.5 The interim manager shall be liable only for the performance of his mandate.

Art. 4. Corporate object.
4.1 The purpose of the Fund is to invest primarily in cash and synthetic credit assets as well as equities, with the aim

of spreading the investment risks and affording its Shareholders with the results of the management of its assets, each
time in accordance with the Private Placement Memorandum.

68548

U X E M B O U R G

4.2 The Fund may take any measures and carry out any transaction which it may deem useful for the accomplishment

and development of its purpose to the full extent permitted under the 2007 Law.

Title II - Share capital

Art. 5. Share Capital.
5.1 The share capital of the Fund shall be represented by shares of no nominal value and shall at any time be equal to

the total net assets of the Fund. The initial share capital of the Fund upon incorporation amounted to fifty thousand United
States Dollars (USD 50,000) divided into divided into (i) one (1) voting, non-participating, ordinary management share to
be issued at a subscription price of USD1,000 (the Management Share), (ii) forty eight (48) participating carry shares to
which carried interest distributions will be allocated (the Carry Shares), and (iii) an unlimited number of voting, partici-
pating shares, one (1) of which was issued at formation (the Investor Shares) (the Management Share, the Carry Shares,
the Investor Shares and any other Class of shares created and issued in accordance with these Articles are hereinafter
collectively referred to as the Shares).

5.2 The Management Share is exclusively reserved to the General Partner and does not carry the right to participate

in the assets of the Fund on a winding up (other than the return of paid up capital on that Share) or in any dividends of
the Fund.

5.3 The Carry Shares are exclusively reserved to the Carry Shareholder and affiliates thereof.
5.4 The Investor Shares are offered to well-informed investors within the meaning of article 2 of the 2007 Law (each

a Well-Informed Investor).

5.5 The minimum capital of the Fund shall be the equivalent, in United States Dollars, of one million two hundred and

fifty thousand euro (EUR 1,250,000), which must be reached within twelve months after the date on which the Fund has
been authorised in accordance with the 2007 Law.

Art. 6. Investor Shares.
6.1 Upon formation of the Fund, one (1) Investor Share in Series 00/2013 (the Initial Investor Shares) was issued to

BlueMountain Montenvers Fund SCA SICAV-SIF, forty eight (48) Carry Shares were issued to the Carry Shareholder and
one (1) Management Share was issued to the General Partner..

6.2 The General Partner shall issue Investor Shares to Well-Informed Investors in accordance with the provisions of

the Private Placement Memorandum.

Art. 7. Classes of Shares.
7.1 In addition to the Management Share and the Investor Shares, the General Partner may, at any time, issue further

classes of Shares (collectively the Classes and individually a Class), which may carry different rights and obligations inter
alia with regard to eligible investors, income and profit entitlements, redemption features, reporting obligations and/or
fee and cost features as described in the private placement memorandum of the Fund (the Private Placement Memoran-
dum).

Art. 8. Form of Shares.
8.1 The Fund shall issue Shares in registered form only.
8.2 All issued Shares of the Fund shall be registered in the share register which shall be kept at the registered office

of the Fund and such register shall contain the name of each owner of registered Shares, his residence or elected domicile
as indicated to the Fund, the number of registered Shares held by him and the amount paid up on each fractional share.

8.3 The inscription of the Shareholder's name in the share register evidences his right of ownership on such registered

Shares. The Fund shall normally not issue certificates for such inscription, but each Shareholder shall receive a written
confirmation of his shareholding upon request.

8.4 Shareholders entitled to receive registered Shares shall provide the Fund with an address to which all notices and

announcements may be sent. Such address will also be entered in the share register.

8.5 In the event that a Shareholder does not provide an address, the Fund may permit a notice to this effect to be

entered into the share register and the Shareholder's address will be deemed to be at the registered office of the Fund,
or such other address as may be so entered into by the Fund from time to time, until another address shall be provided
to the Fund by such Shareholder. A Shareholder may, at any time, change his address as entered in the share register by
means of a written notification to the Fund at its registered office, or at such other address as may be set by the General
Partner from time to time.

8.6 The Fund recognises only one owner per Share. If one or more Shares are jointly owned or if the ownership of

such Share(s) is disputed, all persons claiming a right to such Share(s) must appoint a sole attorney to represent such
shareholding in dealings with the Fund. The General Partner has the right to suspend the exercise of all rights attached
to such Shares(s) until such attorney has been duly appointed. In the event that a Share is registered in the name of more
than one person, the first-named holder in the register shall be deemed to be the representative of all joint holders and
shall alone be entitled to be treated as a holder of such Share for all purposes, including without limitation, to receive
notices from the Fund.

68549

U X E M B O U R G

8.7 The Fund may decide to issue fractional Shares, up to three decimal places. Such fractional Shares shall not be

entitled to vote but shall be entitled to participate in the net assets attributable to the relevant Class of Shares on a pro
rata basis.

8.8 Payments of dividends, if any, will be made to Shareholders by bank transfer or by cheque sent to their mandated

addresses in the share register.

Art. 9. Issue and subscription of Shares.
9.1 Shares may only be subscribed for by investors who comply with the status of Well-Informed Investor. The com-

pliance of each subscriber with the status of Well-Informed Investor will be verified by the General Partner or any agent
to which such function has been delegated by the General Partner. This restriction is not applicable to the General Partner.

9.2 Investors wishing to subscribe for Investor Shares in the Fund shall execute a subscription agreement (the Sub-

scription Agreement), which upon acceptance will be signed by the General Partner. Investors thus commit themselves
to subscribing and accepting Investor Shares in accordance with these Articles as well as the terms and conditions set
forth in the Private Placement Memorandum.

9.3 The General Partner is authorised to issue, at any time, an unlimited number of additional Shares in any Class,

without reserving to the existing Shareholders a preferential right to subscribe for the Shares to be issued. Each newly
issued Share in one specific Class entitles its holder to the same rights and obligations of the holders of existing Shares
in the same Class.

9.4 No additional Management Share may be issued.
9.5 Shares may be designated in series (each a Series), each corresponding to a specific period of issuance and to a

specific subscriber, so that each subscriber whose application for the issue of Shares of a particular class that is accepted
as of a particular date shall receive Shares of a Series unique to such subscriber and such date. Shares of each Series within
a specific Class will have the same characteristics as the Shares of each other Series of that Class, differing only in respect
of their issue date and subscriber and thus in respect of any right or obligation based on such issue date.

9.6 Shares shall have no par value.
9.7 The General Partner may impose conditions on the issue of Shares (including without limitation the execution of

such subscription documents and the provision of such information as the General Partner may determine to be appro-
priate) and may fix a minimum subscription level. Any conditions to which the issue of Shares may be submitted shall be
detailed in the Private Placement Memorandum. The issue price of Shares is determined by the General Partner on a
Class by Class basis as fully described in the Private Placement Memorandum.

9.8 Shares shall be allotted only upon acceptance of the subscription and payment of the entire issue price, which must

be received before the issue of Shares. The payment will be made under the conditions and within the time limits as
determined by the General Partner and fully described in the Private Placement Memorandum.

9.9 The General Partner may agree to issue Shares as consideration for a contribution in kind, in compliance with the

conditions set forth by Luxembourg law.

9.10 If an Investor does not meet the payment requirements as fully described in the Private Placement Memorandum,

it will be in default and the relevant Shares will not be issued.

9.11 The General Partner may delegate to any duly authorised director, manager, officer or to any other duly authorised

agent the power to accept subscriptions, to receive payment of the issue price of any Shares and to deliver the Shares.

Art. 10. Transfer of Shares.
10.1 Shares may not be transferred or assigned in whole or in part, without the prior written consent of the General

Partner, which may be granted or withheld in the sole discretion of the General Partner, which consent shall not be
unreasonably withheld in connection with affiliate transfers.

10.2 The Management Share is exclusively and mandatorily transferable to a replacement general partner upon repla-

cement of the General Partner as per Art. 3.3 au-dessus.

Art. 11. Redemption of Shares.
11.1 A Shareholder may elect to redeem all or any portion of its Shares as of the last day of each calendar month or

on such other day as agreed by the General Partner in its discretion (each, a Redemption Date), upon written notice to
the General Partner given no later than the last day of the month that is three months prior to the proposed Redemption
Date. If such redemption occurs other than on the last day of the month immediately preceding the second anniversary
of the date of subscription of such Share, and each succeeding biennial anniversary thereof, then such redemption may
be subject to a redemption fee, as further set out in the Private Placement Memorandum.

11.2 If a redeeming Shareholder owns Shares of more than one Series of the Class being redeemed, such Shares will

be deemed to be redeemed on a "first-in-first-out" basis.

11.3 The General Partner may compulsorily redeem the Shares of any Shareholder in accordance with the Private

Placement Memorandum.

11.4 All reasonable costs and expenses associated with any redemption are charged against the Net Asset Value of

the redeeming Shareholder's Shares. Redemption proceeds shall generally be paid in cash; provided that the Fund may,

68550

U X E M B O U R G

with the consent of the redeeming Shareholder, pay redemption proceeds in securities or partly in cash and partly in
securities.

11.5 The General Partner may suspend the right of redemption under certain circumstances as set out in the Private

Placement Memorandum.

Title III - Net asset value

Art. 12. Calculation of the net asset value.
12.1 The reference currency of the Fund is the United States Dollar. The Net Asset Value is calculated by the Admi-

nistrative Agent under the responsibility of the General Partner.

12.2 The NAV per Share is calculated on a Class by Class and Series by Series basis (if applicable) on such frequency

as set forth in the Private Placement Memorandum.

12.3 All assets and liabilities of the Fund shall be valued at fair value in compliance with the accounting principles

applicable to the Fund. The General Partner, in its discretion and in good faith, 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.

12.4 The assets of the Fund shall include:
(i) all cash in hand, receivable or on deposit, including any interest accrued thereon;
(ii) all bills and notes payable on demand and any account due (including the proceeds of securities sold but not

delivered);

(iii) all securities, shares, bonds, time notes, debentures, debenture stocks, subscription rights, warrants and other

securities, money market instruments and similar assets owned or contracted for by the Fund;

(iv) all interest accrued on any interest-bearing assets, except to the extent that the same is included or reflected in

the principal amount of such assets;

(v) all stock dividends, cash dividends and cash distributions receivable by the Fund to the extent information thereon

is reasonably available to the Fund;

(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 and insofar the Fund shall be reimbursed for the same;

(vii) the marketing and distribution costs of the Fund, which may be amortised over a period of up to 5 (five) years;
(viii) the liquidating value of all forward contracts and all call or put options the Fund has an open position in; and
(ix) all other assets of any kind and nature, including expenses paid in advance.
12.5 The value of such assets shall be determined at fair value with due regard to the following principles:
(i) the value of any cash at hand or on deposit, bills, demand notes and accounts receivable, prepaid expenses, dividends

and interests matured but not yet received shall be valued at the par-value of the assets, except if it appears that such
value is unlikely to be received. In such a case, subject to the approval of the General Partner, the value shall be determined
by deducting a certain amount to reflect the true value of the assets;

(ii) the value of transferable securities and money market instruments listed on an official stock exchange or dealt in

on a regulated market which operates regularly and is recognised and open to the public, a "Regulated Market" as defined
by applicable laws and regulations, is based on the latest available price and if such transferable securities are dealt in on
several markets, on the basis of the latest known price on the stock exchange which is normally the principal market for
such securities. If the latest known price is not representative, the value shall be determined based on a reasonably
foreseeable sales price to be determined prudently and in good faith;

(iii) in the event that any transferable securities or/and money market instruments are not listed or dealt in on any

stock exchange or any other regulated market operating regularly, recognised and open to the public, as defined by the
laws and regulations in force, the value of such assets shall be assessed on the basis of their foreseeable sales price
estimated prudently and in good faith;

(iv) the liquidating value of derivative contracts not traded on exchanges or on other regulated markets shall mean

their net liquidating value determined by the General Partner in a fair and reasonable manner, on a basis consistently
applied for each different variety of contracts. The liquidating value of futures, forward and options contracts traded on
exchanges or on other regulated markets shall be based upon the last available settlement prices of these contracts on
exchanges and regulated markets on which the particular futures, forward or options contracts are traded by the Fund;
provided that if a futures, forward and 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
General Partner may deem fair and reasonable;

(v) the value of money market instruments not listed or dealt in on any stock exchange or any other regulated market

and with remaining maturity of less than 12 (twelve) months and of more than 90 (ninety) days is deemed to be the
nominal value thereof, increased by any interest accrued thereon. Money market instruments with a remaining maturity
of 90 (ninety) days or less will be valued by the amortised cost method, which approximates market value;

(vi) units of UCITS and/or other UCI will be valued at their last determined and available Net Asset Value or, if such

price is not representative of the fair market value of such assets, then the price shall be determined by the General

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U X E M B O U R G

Partner on a fair and equitable basis. Units or shares of a closed-ended UCI will be valued at their last available stock
market value;

(vii) interest rate swaps will be valued at their market value established by reference to the applicable interest rate

curve; and

(viii) all other securities and other assets will be valued at fair market value, as determined in good faith pursuant to

procedures established by the General Partner.

12.6 Assets expressed in a currency other than the reference currency of the Fund concerned respectively in United

States Dollar shall be converted on the basis of the rate of exchange which the General Partner in its absolute discretion
deems applicable as at the close of business on the relevant Valuation Day. If such rate of exchange is not available, the
rate of exchange will be determined in good faith by or under procedures established by the General Partner.

12.7 The General Partner, at its sole 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.

12.8 The liabilities of the Fund shall include:
(i) all loans, bills and accounts payable;
(ii) all accrued interest on loans (including accrued fees for commitment for such loans);
(iii) all accrued or payable expenses (including administrative expenses, advisory and management fees, including in-

centive fees, custodian fees, and corporate agents' fees);

(iv) all known liabilities, present or future, including all matured contractual obligations for payment of money, including

the amount of any unpaid distributions declared by the Fund;

(v) an appropriate provision for future taxes based on capital and income up to the Valuation Day, as determined from

time to time by the Fund, and other reserves (if any) authorised and approved by the General Partner, as well as such
amount (if any) as the General Partner may consider to be an appropriate allowance in respect of any contingent liabilities
of the Fund;

(vi) all other liabilities of whatsoever kind and nature reflected in accordance with generally accepted accounting

principles; and

(vii) the costs and disbursements of any committees incurred in relation to the furtherance of the business of the Fund

(if applicable) and shareholder meetings.

12.9 In determining the amount of such liabilities the General Partner shall, with due regard to the expenses borne by

the General Partner out of its management fee, take into account all expenses payable by the Fund which shall include
formation expenses, fees, expenses, disbursements and out-of-pocket expenses payable to its accountants, custodian and
its correspondents, management company as well as any other agent employed by the Fund, the remuneration of the
directors and their reasonable out-of-pocket expenses, insurance coverage and reasonable travelling costs in connection
with General Partner meetings and investment committee meetings, fees and expenses for legal and auditing services, any
fees and expenses involved in registering and maintaining the registration of the Fund with any governmental agencies or
stock exchanges in the Grand Duchy of Luxembourg and in any other country, licensing fees for the use of the various
indexes, reporting and publishing expenses, including the cost of preparing, translating, printing, advertising and distributing
the Private Placement Memorandum, further explanatory sales documents, periodical reports or registration statements,
the costs of publishing the Net Asset Value and any information relating to the estimated value of the Fund, the cost of
printing certificates, if any, and the costs of any reports to Shareholders, the cost of convening and holding Shareholders',
General Partner and committee meetings, all taxes, duties, governmental and similar charges, and all other operating
expenses, including the cost of buying and selling assets, transaction fees, the cost of publishing the issue and redemption
prices, interests, bank charges and brokerage, postage, insurance, telephone and telex. The Fund may accrue administrative
and other expenses of a regular or recurring nature based on an estimated amount for yearly or other periods.

12.10 The assets and liabilities of different Classes and Series shall be allocated as follows:
(i) the proceeds to be received from the issue of Shares of a Class and Series, if applicable shall be applied in the books

of the Fund to the relevant Class and Series, if applicable;

(ii) where an asset is derived from another asset, such derived asset shall be applied in the books of the Fund to the

same Class and Series, if applicable as the assets from which it was derived and on each revaluation of an asset, the increase
or diminution in value shall be applied to the relevant Class and Series, if applicable;

(iii) where the Fund incurs a liability which relates to any asset of a particular Class and Series, if applicable or to any

action taken in connection with an asset of a particular Class and Series, if applicable, such liability shall be allocated to
the relevant Class and Series, if applicable;

(iv) upon the record date for determination of the person entitled to any dividend declared on Shares of any Class

and Series, if applicable, the assets of such Class and Series, if applicable shall be reduced by the amount of such dividends;
and

(v) in the case where any asset or liability of the Fund cannot be considered as being attributable to a particular Class

and Series, if applicable, such asset or liability shall be allocated to all the Classes and Series, if applicable pro rata to the
NAV of the relevant Class and Series, if applicable or in such other manner as determined by the General Partner acting
in good faith.

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U X E M B O U R G

12.11 For the purposes of the NAV computation:
(i) Shares to be redeemed in accordance with the terms of the Private Placement Memorandum shall be treated as

existing and taken into account until immediately after the time specified by the General Partner on the relevant valuation
time and from such time and until paid by the Fund the price therefore shall be deemed to be a liability of the relevant
Class and Series, if applicable;

(ii) Shares to be issued shall be treated as being in issue as from the time specified by the General Partner on the

valuation time, and from such time and until received by the relevant Class and Series, if applicable, the price therefore
shall be deemed to be a debt due to the relevant Class and Series, if applicable;

(iii) all investments, cash balances and other assets expressed in currencies other than the currency in which the NAV

for the relevant Class and Series, if applicable, is calculated shall be valued after taking into account the rate of exchange
prevailing on the principal market of each such asset on the dealing day preceding the valuation time;

(iv) where on any valuation time the Fund has contracted to:
a. purchase any asset, the value of the consideration to be paid for such asset shall be shown as a liability of the relevant

Class and Series, if applicable and the value of the asset to be acquired shall be shown as an asset of the relevant Class
and Series, if applicable;

b. sell any asset, the value of the consideration to be received for such asset shall be shown as an asset of the relevant

Class and Series, if applicable and the asset to be delivered shall not be included in the assets of the Fund; and

(v) provided however, that if the exact value or nature of such consideration or such asset is not known on such

valuation time, then its value shall be estimated by the General Partner in good faith.

12.12 If since the time of determination of the NAV there has been a material change in the quotations in the markets

on which a substantial portion of the investments of the Fund are dealt in or quoted, the Fund may, in order to safeguard
the interests of the Shareholders and the Fund, cancel the first valuation and carry out a second valuation.

Art. 13. Suspension of the calculation of the net asset value.
13.1 The valuation of the assets of the Fund and the calculation of NAV per Share shall be performed by the General

Partner or by the agent appointed for this purpose under the supervision of the General Partner, on such frequency as
set forth in the Private Placement Memorandum (each a Valuation Day).

13.2 The Fund is authorised to temporarily suspend the calculation of the NAV and the issue and redemption of Shares

in the following cases:

(i) any stock exchange or over-the-counter market on which a substantial part of the investments owned by the Fund

are traded is closed or trading on any such exchange or market is restricted or suspended;

(ii) there exists a state of affairs that constitutes a state of emergency as a result of which disposal of the investments

owned by the Fund is not reasonably practicable or it is not reasonably practicable to determine fairly the value of the
assets; or

(iii) a breakdown occurs in any of the means normally employed in ascertaining the value of a substantial part of the

assets of the Fund or when for any other reason the value of such assets cannot reasonably be ascertained.

13.3 In addition to the foregoing, the General Partner, by written notice to any Shareholder, may suspend redemption

rights of such Shareholder if the General Partner in good faith deems it necessary to comply with anti-money laundering
laws and regulations applicable to the Fund, the investment advisor, the investment manager, or any of the Fund's service
providers.

13.4 Shareholders holding Shares which are the subject of a suspension will be notified of any suspension of issue,

redemption or determination of NAV or of any reinstatement following a suspension thereof, in each case within 10 (ten)
days of the relevant event.

13.5 Where possible, all reasonable steps will be taken to bring any period of suspension to an end as soon as possible.

Title IV - Administration

Art. 14. Management.
14.1 The Fund shall be managed by the General Partner who shall be the unlimited liable shareholder (associé-gérant-

commandité) and who shall be personally, jointly and severally liable with the Fund for all liabilities which cannot be met
out of the assets of the Fund. The Limited Shareholders shall refrain from acting in a manner or capacity other than by
exercising their rights as Limited Shareholders in general meetings and shall in such case be liable only to the extent of
their commitments made (if any) or capital contributed to the Fund as per Art. 9 au-dessus.

14.2 The General Partner is vested with the broadest powers to perform all acts of administration and disposition in

the Fund's interest which are not expressly reserved by applicable law or by these Articles to the general meeting of
Shareholders, each time in compliance with the investment objectives and strategy of the Fund.

14.3 Subject to the consent of the General Partner, the General Partner may be removed from its capacity as managing

General Partner by Shareholders representing a majority of 80% of the votes cast at a general meeting of Shareholders
where at least 80% of the voting rights are represented, on the occurrence of the following events:

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U X E M B O U R G

(a) any action by the General Partner, or any person to whom the General Partner has delegated any part of its duties,

which has been determined by an arbitrator or competent court in a final decision to constitute a fraud and which is not
remedied within 60 (sixty) days after notification to or the coming to the General Partner's attention; or

(b) the determination by an arbitrator or competent court that the General Partner, or any person to whom the

General Partner has delegated any part of its duties, has/have wilfully or through gross negligence committed a breach of
one or more provisions of the Fund Documents, and which is not remedied within 60 (sixty) days after notification to
or the coming to the General Partner's attention.

14.4 The General Partner may, under its full responsibility, be assisted, while managing the Fund's assets by one or

several investment managers and/or investment advisors or may delegate its powers in relation to the management of
the Fund to one or several agents.

14.5 In case of liquidation or removal of the General Partner and upon failure to appoint a new managing general

partner (associé-gérant-commandité) within one month from the date of such liquidation or removal, the Fund will be
dissolved.

Art. 15. Custodian bank.
15.1 Under a custodian agreement the Fund will appoint a custodian in accordance with the 2007 Law.
15.2 The custodian will be a financial institution operating in Luxembourg and licensed to carry out banking activities

in accordance with the terms of the Luxembourg law of 5 April 1993 on the financial sector, as amended from time to
time.

15.3 Under the custodian agreement, all securities, cash and other assets of the Fund are at all time entrusted to the

custodian. The custodian will carry out the usual duties regarding custody of the assets, in accordance with applicable law
and the custodian agreement.

15.4 In the event the assets of the Fund are not materially deposited with the custodian or with a third party appointed

by the custodian to this end (considering the nature of the assets and the activities of the Fund) the obligations of the
custodian shall be limited to the supervision of the assets.

15.5 The General Partner is entitled to change the custodial arrangements described above by agreement with the

custodian and/or, in its discretion, to appoint a substitute custodian.

Art. 16. Corporate Signature.
16.1 Vis-à-vis third parties, the Fund is validly bound by the sole signature of the General Partner acting through one

or more authorised signatories or by the individual or joint signatures of any other persons to whom authority shall have
been delegated by the General Partner as the General Partner shall determine in its discretion.

Art. 17. Delegation of Powers.
17.1 The General Partner may appoint any officers, including a general manager and any assistant general managers as

well as any other officers that it deems, in its discretion, necessary for the operation and management of the Fund. Such
appointments may be cancelled at any time by the General Partner. The officers need not be Shareholders of the Fund.
Unless otherwise provided for by these Articles of Association, the officers shall have the rights and duties conferred
upon them by the General Partner. The General Partner may furthermore appoint other agents, who need not to be
members of the General Partner and who will have the powers determined by the General Partner.

17.2 The General Partner may create from time to time one or several committees composed of General Partner

members and/or external persons and to which it may delegate powers and roles as appropriate.

Art. 18. Investment Policies and Restrictions.
18.1 The General Partner, based upon the principle of risk diversification and in accordance with the Private Placement

Memorandum, has the power to determine the investment policies and strategies of the Fund and the course of conduct
of the management and business affairs of the Fund, within the restrictions as shall be set forth by the General Partner
in compliance with applicable laws and regulations.

18.2 The Fund may employ, as set forth in the Private Placement Memorandum, techniques and instruments relating

to transferable securities, currencies or any other financial assets or instruments for the purpose of hedging.

Art. 19. Conflict of Interests.
19.1 No contract or other transaction between the Fund and any other company or firm shall be affected or invalidated

by the fact that any one or more of the members of the board of managers or officers of the General Partner is interested
in, or is a director, associate, officer or employee of such other company or firm. Any member of the board of managers
of the General Partner who serves as a director, officer or employee of any company or firm, with which the Fund shall
contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm be
prevented from considering and voting or acting upon any matters with respect to such contract or other business.

19.2 In the event that any member of the board of managers of the General Partner may have in any transaction of

the Fund an interest different to the interests of the Fund, such person shall make known to the General Partner such
conflict of interests and shall not consider or vote on any such transaction and such transaction, and such person's interest
therein shall be reported to the next succeeding meeting of Shareholders.

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U X E M B O U R G

19.3 The conflict of interests referred to in the preceding paragraph, shall not include any relationship with or interest

in any matter, position or transaction involving the sponsor, the investment advisor, investment manager, the custodian,
the distributors as well as any other person, company or entity as may from time to time be determined by the General
Partner on its discretion.

Art. 20. Indemnification.
20.1 To the fullest extent permitted by law, the General Partner and each of its affiliates, and their respective partners,

members, managers, shareholders, officers, directors, agents or employees are fully protected and indemnified by the
Fund from and against any loss, expense, damage or injury, including, without limitation, any judgment, award settlement,
reasonable attorneys' fees and other costs or expenses permitted by law incurred by them or any of them in connection
with any action, suit or proceeding arising from any act or omission taken or suffered by any of them for or on behalf of
the Fund or any related management or similar agreement (including amounts paid in respect of judgments or fines or in
settlement of litigation and expenses, including attorneys' fees, reasonably incurred by any of them in connection with
any pending or threatened litigation or proceeding); provided that this indemnity does not extend to conduct by the
General Partner, any of its affiliates or their respective partners, members, managers, shareholders agents or employees
if it shall have been determined by a court of competent jurisdiction that any such person engaged in fraud, bad faith,
gross negligence (as determined under New York law) or willful misconduct.

20.2 In the event of settlement of any action, suit or proceeding pending or threatened, such indemnification shall

extend to all matters covered by the settlement except for matters with respect to which the Fund is advised by counsel
regularly retained by the Fund that the person seeking indemnification, in the opinion of such counsel, did not act in good
faith. The foregoing right of indemnification is in addition to any rights to which the General Partner and each of its affiliates
and their respective partners, members, managers, shareholders, officers, directors, agents or employees may otherwise
be entitled and inures to the benefit of the executors, administrators, personal representatives, successors or assigns of
each such person.

20.3 The Fund may pay the expenses incurred by the General Partner, each of its affiliates and their respective partners,

members, managers, shareholders, officers, directors, agents and employees, in defending a civil or criminal action, suit
or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such payment if it shall ultimately
be determined that such person is not entitled to indemnification. Any right of indemnity or advancement of expenses
may be satisfied only out of the assets of the Fund the equity holders of the Fund and the General Partner shall not be
personally liable with respect to any such claim for indemnification.

20.4 The Fund shall indemnify, out of the assets of the Fund, any member of the board of managers of the General

Partner, the General Partner, the investment advisor(s), the investment manager(s), the custodian, the administrative
agent, the registrar and transfer agent and their affiliates as well as any officer and their heirs, executors and administrators
against all losses, liabilities, damages, suits, costs, expenses reasonably incurred by them in connection with any action,
suit proceeding to which they may be made a party by reason of them being or having been a member of the board of
managers of the General Partner, the General Partner, the investment advisor(s), the investment manager(s), the custo-
dian, the administrative agent, the registrar and transfer agent and their affiliates or officer or, at its request, being or
having been a member of any other entity of which the Fund is an investor or creditor and from which they are not
entitled to be indemnified, except in relation to matters in respect of which they may be finally declared to be liable for
wilful default, fraud, or gross negligence (as determined under New York law); in the event of a settlement, indemnification
shall be provided only in connection with such matters covered by the settlement as to which the Fund is advised by
counsel that the person to be indemnified did not commit such a wilful misconduct, bad faith or gross negligence (as
determined under New York law).

20.5 The General Partner may decide that expenses effectively incurred by any officer of the General Partner or any

member of the management board of the General Partner in accordance with this Article may be advanced to the
indemnified officer, provided that this officer will repay the advanced amounts if it is ultimately determined that he has
not met the standard of care for which indemnification is available.

20.6 The foregoing right of indemnification shall not exclude other rights to which any officer may be entitled.

Title V - General Meetings of shareholders

Art. 21. Powers and voting rights.
21.1 Any regularly constituted meeting of Shareholders (a General Meeting) shall represent the entire body of Share-

holders of the Fund. Any resolution shall require the consent of the General Partner.

21.2 Each whole Share entitles its holder to one (1) vote at any General Meeting. Fractional Shares do not entitle the

holder to a vote at a General Meeting.

Art. 22. Convening and participation.
22.1 The annual General Meeting is held every year at the Fund's registered office or at any other address in Luxem-

bourg indicated in the convening notice. The annual General Meeting shall be held on the second Wednesday of the
month of May at 3 p.m. (Luxembourg time) unless this day is not a business day, in which case the meeting shall be held
on the next following business day. The first annual General Meeting will be held in 2014.

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U X E M B O U R G

22.2 The provisions of the 1915 Law relating to the notice periods, convening procedure as well as to the conduct of

general meetings shall apply to the General Meetings of the Fund, unless otherwise provided herein.

22.3 A General Meeting of Shareholders shall be convened by the General Partner pursuant to a notice setting forth

the agenda and sent to the Shareholders by registered letter at least eight calendar days prior to the meeting. The General
Partner may determine any conditions which must be fulfilled by the Shareholders in order to participate in such General
Meeting.

22.4 If all Shareholders are present or represented and consider themselves as being duly convened and informed of

the agenda, the general meeting may take place without notice of the meeting.

22.5 Shareholders representing one tenth of the share capital of the Fund may impose on the General Partner to call

a General Meeting.

22.6 A Shareholder may grant a written power of attorney to another person (who need not be a Shareholder) in

order to be represented at any General Meeting.

22.7 Each Shareholder may participate in any General Meeting by telephone or video conference or by any other

similar means of communication allowing all the persons taking part in the meeting to identify, hear and speak to each
other. The participation in a meeting by these means is deemed equivalent to a participation in person at such meeting.

22.8 Each Shareholder may vote by way of voting forms provided by the Fund. Voting forms contain the date, place

and agenda of the meeting, the text of the proposed resolutions as well as for each resolution, three boxes allowing to
(a) vote in favour, (b) vote against, or (c) abstain from voting. Voting forms must be sent back by the Shareholders to the
registered office of the Fund. Only voting forms received prior to the General Meeting are taken into account for the
calculation of the quorum. Voting forms which show neither a vote (in favour or against the proposed resolutions) nor
an abstention are void.

Art. 23. Quorum and majority rules.
23.1 Unless otherwise required by applicable law or by these Articles, resolutions of the General Meeting are passed

by a simple majority of the votes cast, regardless of the proportion of the share capital represented, it being understood
that, unless otherwise provided in these Articles, any resolution shall validly be adopted only with the approval of the
General Partner.

23.2 The General Meeting may amend these Articles only if at least one half of the share capital is represented and

the agenda indicates the proposed amendments to the Articles as well as the text of any proposed amendments to the
object or form of the Fund. If this quorum is not reached, a second General Meeting may be convened by means of notices
published twice, at fifteen (15) days interval at least and fifteen (15) days before the meeting in the Mémorial and in two
Luxembourg newspapers. Such notices reproduce the agenda of the General Meeting and indicate the date and results
of the previous General Meeting. The second General Meeting deliberates validly regardless of the proportion of the
capital represented. At both General Meetings, resolutions must be adopted by at least two thirds of the votes cast,
provided each time that the General Partner holds a veto right.

23.3 The nationality of the Fund and the commitment of each Shareholder may only be changed with the unanimous

consent of the Shareholders.

Art. 24. Bureau and minutes.
24.1 All General Meetings shall be chaired by the General Partner or by any duly authorised person designated for

such purpose by the General Partner.

24.2 The minutes of the General Meeting shall be signed by the chairman of the meeting, the secretary appointed by

the chairman and the scrutineer, elected by the General Meeting.

Title VII - Accounts - Distributions

Art. 25. Accounting year and accounts.
25.1 The accounting year of the Fund shall commence each year on the first of January and shall end on the thirty-first

of December of the same year.

25.2 Each year, the General Partner prepares the annual report in compliance with the 2007 Law. Such annual report

must include a balance sheet or a statement of income and a statement of changes in equity and a cash flow statement,
a report on the activities of the past financial year as well as any significant information enabling Shareholders to make an
informed judgement on the development of the activities and of the results of the Fund.

25.3 The annual accounts shall be approved by the annual General Meeting.

Art. 26. Reference currency.
26.1 The Fund shall prepare its accounts in United States Dollars. For the purpose of determining the capital of the

Fund, the net assets attributable to the Fund shall, if not denominated in United States Dollars, be converted into United
States Dollars and the capital shall be the aggregate of the net assets of the Fund.

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U X E M B O U R G

Art. 27. Auditor.
27.1 The accounting data related in the annual report of the Fund shall be examined by an auditor («réviseur d'entre-

prises agréé») appointed by the General Partner and remunerated by the Fund.

27.2 The auditor shall fulfil the duties prescribed by the 2007 Law.

Art. 28. Distributions.
28.1 The General Partner does not generally make distributions of profits to the Shareholders other than those related

to voluntary or mandatory withdrawals.

28.2 Notwithstanding the foregoing and unless otherwise provided in the Private Placement Memorandum the General

Partner may, in its discretion, decide to pay dividends, whether at the end of a financial year or on an interim basis.

28.3 Distributions, if any, may be made in cash or in kind. If distributions are paid in cash, they shall be paid in United

States Dollar.

28.4 No distribution may be made which would result in the NAV of the Fund to fall below the minimum capital

required by the 2007 Law, as set out in Art. 5.5 au-dessus.

Title VIII - Dissolution - Liquidation

Art. 29. Dissolution and liquidation of the Fund.
29.1 The Fund may at any time be dissolved by a resolution of the General Meeting resolving in the conditions pre-

scribed for the amendment of these Articles, but only with the consent of the General Partner.

29.2 Whenever the share capital falls below two thirds of the minimum capital indicated in Art. 5.5, the question of

the dissolution of the Fund shall be referred to the General Meeting by the General Partner. In such an event, the General
Meeting shall be held without any quorum requirements and the dissolution may be decided by the votes of Shareholders
holding 50% of the Shares represented at such General Meeting.

29.3 Whenever the share capital falls below one quarter of the minimum capital indicated in Art. 5.5 au-dessus, the

question of the dissolution of the Fund shall be referred to the General Meeting by the General Partner. In such an event,
the General Meeting shall be held without any quorum requirements and the dissolution may be decided by the votes of
Shareholders holding 25% of the Shares represented at such General Meeting.

29.4 Where the holding of a General Meeting is required in accordance with Art. 29.2 au-dessus or 29.3 au-dessus,

such General Meeting must be convened so that it is held within a period of forty days from the assessment that the net
assets of the Fund have fallen below two third or one quarter of the legal minimum, as the case may be.

29.5 In the event of dissolution of the Fund, liquidation shall be carried out by one or several liquidators (who may be

physical persons or legal entities) appointed by the General Meeting deciding on such dissolution and subject to the
approval of the CSSF. The operations of liquidation will be carried out pursuant to applicable law in Luxembourg.

Art. 30. Liquidation proceeds.
30.1 The net proceeds of liquidation shall be distributed by the liquidator(s) to the Shareholders of the Fund in ac-

cordance with the rules applicable to the allocation of profits in such Sub-Fund as referred to under Art. 29 above.

30.2 Any liquidation proceeds that cannot be distributed to their beneficiaries upon the implementation of the liqui-

dation will be deposited with the Luxembourg "Caisse de Consignation".

Art. 31. Consolidation/Splitting of Shares.
31.1 The General Partner may consolidate Shares of different Classes or split the Shares into two or more different

Classes. A consolidation or split may also be resolved by a General Meeting of the Fund concerned deciding, without any
quorum requirements, at the simple majority of the Shares present or represented.

Title IX - General

Art. 32. Amendments to these Articles.
32.1 These Articles may be amended by a General Meeting subject to the quorum requirements provided by the 1915

Law.

32.2 The nationality of the Fund may be changed and commitments of Shareholders (if any) increased only with the

unanimous consent of all Shareholders.

Art. 33. Applicable Law. All matters not governed by these Articles shall be determined in accordance with the 1915

Law and the 2007 Law as such laws have been or may be amended from time to time.

Expenses

The expenses, costs, remunerations or charges in any form whatsoever which shall be borne by the Company as a

result of its formation are estimated at approximately EUR 2,000.

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Declaration

The undersigned notary, who speaks and understands English, states that on request of the appearing parties, the

present deed is worded in English, followed by a French version and in case of discrepancies between the English and the
French text, the English version will prevail.

WHEREOF the present deed was drawn up in Luxembourg, on the day indicated at the beginning of this deed.
The document having been read to the persons appearing, they, as represented here above, signed together with the

notary the present original deed.

Suit la version française du texte qui précède:

L'an deux mille treize, le quinzième jour d'avril.
Par-devant nous, Maître Martine Schaeffer, notaire de résidence à Luxembourg, Grand-Duché de Luxembourg,
S'est tenue une assemblée générale extraordinaire des associés (l'Assemblée) de BlueMountain Montenvers MF S.C.A,

une société d'investissement à capital variable ayant la forme d'une société en commandite par actions, dont le siège social
se situe au 6D, route de Trêves L-2633 Senningerberg, Grand-Duché du Luxembourg et immatriculée au Registre du
Commerce et des Sociétés de Luxembourg sous le numéro B 176346 et constituée suivant un acte reçu par Maître
Martine Schaeffer, notaire de résidence à Luxembourg en date du 18 janvier 2013, (la Société).

L'Assemblée est présidée par Johan Terblanche, Solicitor, dont l'adresse professionnelle se situe à Luxembourg.
Le Président nomme comme secrétaire Ginapiero SADDI, dont l'adresse professionnelle se situe à Luxembourg.
L'Assemblée élit comme scrutateur Johan Terblance, précité.
Le bureau de l'Assemblée ayant ainsi été constitué, le Président déclare et demande au notaire d'acter que:
Après que l'ordre du jour susmentionné ait été dûment examiné et après délibération, l'Assemblée décide comme

suit:

I. Les associés de la Société, présents ou représentés à cette Assemblée et le nombre de leurs parts sociales est indiqué

sur une liste de présence, signée ne varietur par le Président, le secrétaire, le scrutateur et le notaire instrumentant. Cette
liste de présence restera annexée au présent acte pour être soumises aux formalités de l'enregistrement.

II. Il resort de la liste de présence d'une (1) action de gestion, quarante-huit (48) actions de performance et une (1)

action ordinaire, représentant l'intégralité du capital social de la Société, sont représentés à la présente Assemblée de
telle sorte que l'Assemblée peut valablement délibérer sur toutes les questions à l'ordre du jour.

III. L'ordre du jour de l'Assemblée est le suivant:
1. Renonciation aux formalités de convocation;
2. Refonte intégrale des statuts de la Société; et
3. Divers.
Après que l'ordre du jour susmentionné ait été dûment examiné et après délibération, l'Assemblée décide comme

suit:

Première résolution

L'Assemblée décide de renoncer aux formalités de convocation, les actionnaires de la Société se considérant eux-

même valablement convoqués et ayant une parfaite connaissance de l'ordre du jour qui leur a été communiqué à l'avance.

Seconde résolution

Suite à la réception de l'avis de fin d'examen en date du 12 avril 2013 envoyé par la commission de surveillance du

secteur financier, les actionnaires de la société décident de refondre intégralement les statuts de la Société (les Statuts)
afin de mettre leur contenu en conformité aux dispositions de la loi du 13 février 2007 relative aux fonds d'investissement
specialisés et aux dispositions du memorandum de placement privé.

Les parties, telles que représentées ci-dessus, ont demandé au notaire soussigné d'acter la refonte intégrale des Statuts

en langue anglaise uniquement conformément aux dispositions légales comme suit:

Title I - Form and name - Registered office - Duration - Purpose

Art. 1. Form and name, liability.
1.1 There exists among the managing general partner, "associé gérant commandité" (the General Partner), BlueMoun-

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U X E M B O U R G

amended (the 1915 Law), the Luxembourg law of 13 February 2007 relating to specialised investment funds, as may be
amended (the 2007 Law) and the present articles of association (the Articles).