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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° 2578

16 octobre 2013

SOMMAIRE

Adiant Solar Opportunities I S.A. . . . . . . . .

123738

aec-pro s.a. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123738

BCC Eiffel (Parent) S.à r.l. . . . . . . . . . . . . . .

123743

BCC Eiffel S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

123743

BP Caplux S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

123742

CEPF Bavaria Intermediate S.à r.l. . . . . . .

123742

CEPF Bavaria Parent S.à r.l. . . . . . . . . . . . .

123743

CEPF Winterberg S.à r.l. . . . . . . . . . . . . . . .

123741

Clearsight Turnaround Fund III (SCA) SI-

CAV-SIF . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123698

Delilunch S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

123741

Delisalades Luxembourg SA . . . . . . . . . . . .

123741

DG-Immo-Invest GmbH . . . . . . . . . . . . . . . .

123741

D.P. Consult S.A. . . . . . . . . . . . . . . . . . . . . . . .

123741

E.C. S.A. - SPF . . . . . . . . . . . . . . . . . . . . . . . . .

123734

Edgar S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123742

Electrum Strategic Metals Eastern Europe

S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123733

EnergyMixx Europe S.A. . . . . . . . . . . . . . . . .

123733

Eneris International S.A. . . . . . . . . . . . . . . . .

123733

Eneris Poland S.A. . . . . . . . . . . . . . . . . . . . . . .

123733

Europa Real Estate III S.à r.l. . . . . . . . . . . . .

123698

European Directories Midco S.à r.l. . . . . . .

123698

European Private Equity Portfolio S.A., SI-

CAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123732

Garfin International S.A. . . . . . . . . . . . . . . . .

123740

German Debt S.à r.l. . . . . . . . . . . . . . . . . . . .

123733

G-Invest SPF S.A. . . . . . . . . . . . . . . . . . . . . . .

123740

G.R. 43 S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

123740

Groupe Socota Industries . . . . . . . . . . . . . . .

123740

Groupe Socota Industries . . . . . . . . . . . . . . .

123740

Hanota S.A. - SPF . . . . . . . . . . . . . . . . . . . . . .

123732

Harmony Concept S.à r.l. . . . . . . . . . . . . . . .

123735

Healthcare Investments S.à r.l. . . . . . . . . . .

123739

Heler S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123740

Holding d'Investissement et de Placement

S.A. - SPF . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123739

Holding d'Investissement et de Placement

S.A. - SPF . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123739

Holdvest SA . . . . . . . . . . . . . . . . . . . . . . . . . . .

123734

Hormuz Holding S.A. . . . . . . . . . . . . . . . . . . .

123735

Hormuz Holding S.A. . . . . . . . . . . . . . . . . . . .

123734

Hôtelière & Services S.A. . . . . . . . . . . . . . . .

123738

HPAM China Property Fund, SCA-SICAR

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

123735

Iceberg Finance Luxembourg S.A. . . . . . . .

123739

I.E. LuxTopCo French N°2 S.à r.l. . . . . . . .

123734

Immobilière Dostert S.e.n.c. . . . . . . . . . . . .

123738

Immo-Riesenhaff, s.à r.l. . . . . . . . . . . . . . . . .

123734

Immo-Riesenhaff, s.à r.l. . . . . . . . . . . . . . . . .

123735

Isobel Holding S.à r.l. . . . . . . . . . . . . . . . . . . .

123739

LinguaLex . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123736

Locaso Exploitation S.à r.l. . . . . . . . . . . . . . .

123736

Lombard Odier Funds . . . . . . . . . . . . . . . . . .

123744

Lombard Odier Funds III . . . . . . . . . . . . . . .

123744

OD International (Luxembourg) Finance

s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123737

Outboard Yachting S.A. . . . . . . . . . . . . . . . .

123737

P.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123736

Paganini S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

123737

Petitpas Participations S.à r.l. . . . . . . . . . . .

123737

Regovita Holding . . . . . . . . . . . . . . . . . . . . . . .

123737

Ribamar Costa S.à r.l. . . . . . . . . . . . . . . . . . .

123736

Rido Christiane S.à r.l. . . . . . . . . . . . . . . . . . .

123736

Serramar Matériaux, S.à r.l. . . . . . . . . . . . . .

123735

Simaci S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123744

Sogis S.àr.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123741

Winncare S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

123737

Yanaon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123738

123697

U X E M B O U R G

European Directories Midco S.à r.l., Société à responsabilité limitée.

Siège social: L-1855 Luxembourg, 46A, avenue J.F. Kennedy.

R.C.S. Luxembourg B 155.418.

Suite à la cession de parts intervenue en date du 28 août 2013 entre European Directories Holdco S.A., ayant son

siège social au 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, immatriculée sous le numéro B 155419 avec le Registre
de Commerce et des Sociétés et Leafy S.à r.l., ayant son siège social au 26-28 rue Edward Steichen, L-2540 Luxembourg,
immatriculée sous le numéro B 159681 avec le Registre de Commerce et des Sociétés, 61.494 parts sociales de classe A
d’une valeur nominale de EUR 0.01 chacune sont transférées à Leafy S.à r.l.

- Leafy S.à r.l., ayant son siège social au 26-28 rue Edward Steichen, L-2540 Luxembourg, immatriculée sous le numéro

B 159681 avec le Registre de Commerce et des Sociétés détient 1.263.607 parts sociales de classe A d’une valeur nominale
de EUR 0.01 chacune de la Société.

- European Directories Holdco S.A., ayant son siège social au 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, imma-

triculée sous le numéro B 155419 avec le Registre de Commerce et des Sociétés détient 3.726.393 parts sociales de
classe A d’une valeur nominale de EUR 0.01 chacune de la Société.

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

European Directories Midco S.à r.l.
Patrick L.C. van Denzen
Gérant

Référence de publication: 2013122985/23.
(130149689) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Europa Real Estate III S.à r.l., Société à responsabilité limitée.

Siège social: L-2320 Luxembourg, 68-70, boulevard de la Pétrusse.

R.C.S. Luxembourg B 136.325.

Signature.

Référence de publication: 2013122984/10.
(130149841) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Clearsight Turnaround Fund III (SCA) SICAV-SIF, Société en Commandite par Actions sous la forme

d'une SICAV - Fonds d'Investissement Spécialisé.

Siège social: L-5365 Munsbach, 6, rue Gabriel Lippmann.

R.C.S. Luxembourg B 179.974.

STATUTEN

In the year two thousand and thirteen, on the nineteenth of July.
Before the undersigned Maître Edouard Delosch, notary residing in Diekirch, Grand Duchy of Luxembourg.

THERE APPEARED:

1. Clearsight Investments AG, with registered office in Churerstrasse 23, 8808 Pfaffikon, Switzerland and registered

with the Handelsregister des Kantons Schwyz under number CH 020.3.032.602-7, duly represented by Jakub Crhonek,
residing professionally at Churerstrasse 23, 8808 Pfaffikon, Switzerland,

hereby represented by Me Victorien HÉMERY, lawyer, with professional address at 14, rue Erasme, L-2082, Luxem-

bourg, Grand Duchy of Luxembourg, by virtue of a proxy given under private seal on 17 July 2013, which, initialed ne
varietur by the appearing person and the undersigned notary, will remain annexed to the present deed to be filed at the
same time with the registration authorities, and

2. Clearsight Turnaround Fund III GP, a private limited liability company (société à responsabilité limitée) existing under

the laws of the Grand Duchy of Luxembourg with registered office at E-Building, Parc d'activité Syrdall, 6 rue Gabriel
Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, having a share capital of € 12,500 in the process of being
registered with the Luxembourg Trade and Companies Registry,

hereby represented by Me Victorien HÉMERY, lawyer, with professional address at 14, rue Erasme, L-2082, Luxem-

123698

U X E M B O U R G

Such appearing parties, acting as founding shareholders, have requested the notary to draw up the following articles

of incorporation of Luxembourg investment company with variable capital (SICAV) in the form of a corporate partnership
limited by shares (société en commandite par actions - SCA) organized as a specialized investment fund (fonds d'inves-
tissement spécialisé - SIF).

Art. 1. Definitions; Name; Duration; Purpose; Registered office.
1.1 Definitions. As used herein the following terms have the meanings set forth below:
"8% Preferred Return" shall mean, with respect to an A Partner, as of any date, an internal rate of return equal to 8%

per annum, compounded annually, on the Capital Contributions of such an A Partner through such date used to fund the
cost of Portfolio Investments, Organizational Expenses and Partnership Expenses (in each case, computed from the due
dates specified in the applicable Drawdown Notices until the dates distributions are made pursuant to Sections 8.1, 8.2
and 13.2).

"A Partner" shall mean each Partner holding A Shares, in its capacity as a holder of such A Shares.
"A Shares" shall have the meaning set forth in Section 2.1(b).
"Additional Limited Partner" shall mean any Person admitted to the Partnership as a Limited Partner after the Initial

Closing pursuant to Section 12.2.

"Advisory Committee" shall have the meaning set forth in Section 5.4(a).
"Affiliate" shall mean, with respect to any specified Person, another Person that directly or indirectly, through one or

more intermediaries, controls, is controlled by, or is under common control with, the Person specified, provided that
Portfolio Vehicles and their advisers or managers or respective Affiliates shall not be deemed to be "Affiliates" of the
Investment Advisor, the General Partner or the Partnership and vice-versa; provided, further, that the Investment Advisor
and any employee of the Investment Advisor or of any of the Investment Advisor's Affiliates (for as long as such individual
remains such an employee) shall be deemed to be an Affiliate of the General Partner and vice-versa. For the purposes of
this definition, the term "control" and its corollaries means the possession, directly or indirectly, of the unilateral power
to cause the direction of the management and policies of a Person (whether by Securities ownership, contract or other-
wise).

"Annual Meeting" shall have the meaning set forth in Section 10.3.
"Articles of Association" shall mean these articles of association, as amended, supplemented or restated from time to

time.

"Available Assets" shall mean, as of any date, the excess of (a) the cash, cash equivalent items and Temporary Invest-

ments held by the Partnership over (b) the sum of the amount of such items as the General Partner determines in its
sole discretion to be necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether
fixed or contingent), and for the establishment of appropriate reserves for such expenses, liabilities and obligations as
may arise, including the maintenance of adequate working capital for the continued conduct of the Partnership's invest-
ment activities and operations.

"B Partner" shall mean each Partner holding B Shares, in its capacity as a holder of such B Shares.
"B Shares" shall have the meaning set forth in Section 2.1(c).
"Business Day" shall mean any day, other than Saturdays, on which commercial banks located in the Grand Duchy of

Luxembourg are required or authorized by law to remain open.

"C Partner" shall mean each Partner holding C Shares, in its capacity as a holder of such C Shares.
"C Shares" shall have the meaning set forth in Section 2.1(d).
"Capital Commitment" shall mean, with respect to any Partner, the amount that each Partner has agreed to invest in

the Partnership and corresponding to the aggregate subscription price for the Shares subscribed for by such Partner as
set forth in the Subscription Agreement of such Partner as accepted by the General Partner on behalf of the Partnership,
as such amount may be increased by such Partner pursuant to Sections 7.4(c)(ii) or 12.2.

"Capital Contribution" shall mean, with respect to any Partner, the capital contributed pursuant to a single Drawdown

or the aggregate capital so contributed by such Partner to the Partnership pursuant to these Articles of Association, as
the context may require, other than True-Up Amounts and any other amounts specifically excluded from "Capital Con-
tributions" as provided in these Articles of Association.

"Carried Interest Payments" shall mean payments to B Partners pursuant to Sections 8.1(c) and 8.1(d).
"Catch-Up Capital Contributions" shall have the meaning set forth in Section 12.2(b)(i).
"Claims" shall have the meaning set forth in Section 11.1(a).
"Class" shall have the meaning set forth in Section 2.1.
"Closing" shall mean the Initial Closing and any date as of which the General Partner shall admit one or more Subsequent

Closing Partners to the Partnership pursuant to these Articles of Association, the Issuing Document and one or more
Subscription Agreements.

"Code" shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.

123699

U X E M B O U R G

"Companies Law" shall mean the Luxembourg law of August 10, 1915 on commercial companies, as amended from

time to time.

"Covered Person" shall mean the General Partner, the Investment Advisor, the Key Persons and each of their res-

pective Affiliates; each of the current and former controlling Persons, shareholders, officers, directors, employees,
partners, members, managers and agents of any of the General Partner, the Investment Advisor and each of their res-
pective Affiliates; each Person serving, or who has served, as a member of the Advisory Committee (and, with respect
to Claims or Damages arising out of or relating to such service only, the Limited Partner which such Person represents
and each of such Limited Partner's officers, directors, employees, partners, members, managers, agents and other re-
presentatives); and any other Person designated by the General Partner as a Covered Person and who serves at the
request of the General Partner or the Investment Advisor on behalf of the Partnership as an officer, director, employee,
partner, member or agent of any other Person that is an Affiliate of the General Partner or the Partnership.

"Custodian" shall have the meaning set forth in Section 10.4(a).
"Damages" shall have the meaning set forth in Section 11.1(a).
"Default" shall have the meaning set forth in Section 7.4(a).
"Defaulted Amount" shall have the meaning set forth in Section 7.4(b).
"Defaulted Commitment" shall have the meaning set forth in Section 7.4(c).
"Defaulting Limited Partner" shall have the meaning set forth in Section 7.4(a).
"Disabling Conduct" shall mean, with respect to any Person other than a voting member of the Advisory Committee,

a material violation of these Articles of Association by such Person that, if curable, is not cured within 30 days after a
written notice describing such violation has been given to such Person by the General Partner (or, if such Person is the
General Partner, by any Limited Partner); a willful violation of law by such Person having a material adverse effect on the
Partnership (or its assets); fraud, willful malfeasance or gross negligence by or of such Person; or reckless disregard of
duties by such Person in the conduct of such Person's office; and with respect to any voting member of the Advisory
Committee, fraud or willful malfeasance by or of such member.

"Distributable Cash" shall mean cash received by the Partnership from the sale or other disposition of, or dividends,

interest or other income from or in respect of, a Portfolio Investment or Temporary Investment, or otherwise received
by the Partnership, other than Capital Contributions and True-Up Amounts, to the extent such cash constitutes Available
Assets.

"Drawdown Date" shall have the meaning set forth in Section 7.2(a).
"Drawdown Notice" shall have the meaning set forth in Section 7.2(a).
"Drawdowns" shall mean the Capital Contributions made or to be made to the Partnership pursuant to Section 7.2

from time to time by the Partners pursuant to a Drawdown Notice.

"Euribor" shall mean the "Euro Interbank Offered Rate" for three month deposits as published from time to time in

the "Financial Times, European Edition" (or any successor publication thereto), designated therein as the EURIBOR, or
if not so published, the "Euro Interbank Offered Rate" as indicated from time to time by the provider indicated by the
European Banking Federation as the official provider responsible for publishing the Euro Interbank Offered Rate.

"Excess Organizational Expenses" shall mean the amount of Organizational Expenses in the aggregate in excess of

€900,000.00 (exclusive of any applicable VAT and any other taxes or duties thereon).

"Excused Partner" shall mean, with respect to any Portfolio Investment, any Limited Partner that, pursuant to Section

7.5, has been excused from making a Capital Contribution in respect thereof.

"Excused Class" shall have the meaning set forth in Section 7.5(d)(i), provided that unless otherwise determined by

the General Partner, the first Excused Class re-designated by the Partnership shall be denominated

"Excused A1 Class", the second Excused Class shall be denominated "Excused A2 Class", and so forth.
"Fee Income" shall mean the difference between (a) the sum of any directors' fees, monitoring fees, transaction fees,

investment banking fees, break-up fees, advisory fees, commitment fees or other similar fees, in each case net of any taxes
thereon and expenses related thereto, received by the Investment Advisor, the General Partner or any of their respective
Affiliates in connection with the consummation, holding or disposition of a Portfolio Investment or the termination of an
unconsummated investment (and, for the avoidance of any doubt, such fees shall not include any fees received directly
or indirectly from a Portfolio Vehicle, proposed Portfolio Vehicle or any other Person in respect of any investor or
potential investor (other than the Partnership) in such Portfolio Vehicle or proposed Portfolio Vehicle, or the capital
provided or proposed to be provided thereby) and (b) the amount of any transaction expenses advanced by the Investment
Advisor, the General Partner or any of their respective Affiliates that should have, but have not yet, been reimbursed by
the Partnership to the Investment Advisor, the General Partner or such Affiliates at the time such fees are received. For
these purposes, (x) directors' fees shall include the value of any options, warrants and other non-cash compensation paid,
granted or otherwise conveyed for services as members of boards of directors of Portfolio Vehicles received by the
Investment Advisor, the General Partner or any of their respective Affiliates, including any employees thereof and such
instruments shall be valued by the General Partner, where appropriate, according to the difference between the value of
the underlying Securities as of the date on which such instruments were granted and the amount payable on exercise of
such instruments, (y) all fees shall be calculated exclusive of VAT and (z) all expenses shall include any irrecoverable VAT.

123700

U X E M B O U R G

Such non-cash compensation shall be deemed to have been received when such consideration has been disposed of for
cash, and shall be deemed to be in an amount equal to the proceeds of such disposition, net of any transaction expenses
and taxes thereon. Any non-cash compensation that has not yet been disposed of for cash shall be deemed to have been
received on the date on which the Partnership fully disposes of its Portfolio Investment to which such compensation
pertained, and such compensation's value for purposes of the calculation of Fee Income shall be the Value on such date
of disposition.

"Final Closing" shall mean the last closing held pursuant to Section 12.2(a) prior to the Final Closing Date.
"Final Closing Date" shall mean a date occurring no later than six months from the last day of the month in which the

Initial Closing occurred, unless extended with the approval of a Majority in Interest.

"Fiscal Year" means the fiscal year of the Partnership, which shall start on the 1

of January of each year and shall end

on the 31

day of December of the same year except the first fiscal year which shall start on the day of incorporation

of the Partnership and shall end on the 31

December of the same year.

"Follow-On Investment" shall mean an investment by the Partnership in a Portfolio Investment or in Securities of a

Person whose business is related or complementary to that of (and is or will be under common management with) a
Portfolio Investment in which the General Partner determines in its sole discretion that it is appropriate or necessary for
the Partnership to invest for the purpose of preserving, protecting or enhancing the Partnership's prior investment in
such Portfolio Investment.

"General Partner" shall mean Clearsight Turnaround Fund III GP, S.à r.l., a private limited company organized under

Luxembourg law, in its capacity as the general partner of the Partnership, or any additional or successor general partner
admitted to the Partnership as a general partner thereof in accordance with the terms hereof, in its capacity as a general
partner of the Partnership, in each case, as the context requires.

"Initial Closing" shall mean the closing of the first issue and sale of A Shares in the Partnership to A Partners pursuant

to the execution and delivery of the Subscription Agreements as of such date by the General Partner and the Limited
Partners admitted to the Partnership as of such date.

"Investment Advisor" shall mean the Investment Advisor set forth in the Issuing Document, in its capacity as investment

advisor and investment portfolio manager, as the case may be, and any successor thereto, including in the capacity of
investment advisor, investment portfolio manager or other similar delegated function, appointed in accordance with these
Articles of Association.

"Investment Objectives" shall mean the investment objectives of the Partnership, as indicated in the Subscription

Agreements.

"Investment Period" shall mean the period commencing on the date of the Initial Closing and ending on the earliest to

occur of (a) the fourth anniversary of the last day of the month of the Final Closing, or the fifth anniversary of the last
day of the month of the Final Closing if such extension is requested by the General Partner and approved by the Advisory
Committee, (b) the first date on which all Capital Commitments available for investments (net of amounts reserved by
the General Partner in its sole discretion for the payment of Partnership Expenses throughout the Term, funding of any
commitments of the Partnership and funding of Follow-On Investments) are zero, (c) the date on which the General
Partner or any Affiliate thereof begins to accrue management fees with respect to a Successor Fund, (d) a resolution
passed by no less than 80% in Interest of the Limited Partners providing for the termination of the Investment Period,
(e) a resolution providing for the termination of the Investment Period taken in accordance with Section 4.5(b), and (f)
the date on which the Partnership is dissolved pursuant to Article XIII.

"Issuing Document" shall mean the document to be issued by the General Partner in respect of the Partnership.
"Key Person" shall mean each of the individuals identified as such in the Issuing Document and such other individuals

as may from time to time be approved as "Key Persons" pursuant to Section 4.5(c), in each case for so long as any such
individual remains affiliated with the Investment Advisor or any of its Affiliates.

"Limited Partners" shall mean the Persons admitted as limited partners of the Partnership in accordance with the terms

hereof, and shall include their successors and permitted assigns to the extent admitted to the Partnership as limited
partners in accordance with the terms hereof, in their capacities as limited partners of the Partnership, and shall exclude
any Person that ceases to be a Partner in accordance with the terms hereof.

"Limited Shares" shall mean all Shares in the Partnership other than the Management Share.
"Limited Share Register" shall have the meaning set forth in Section 2.3(a).
"Majority (or other specified percentage) in Interest" shall mean Limited Partners holding Limited Shares of all Classes,

other than Defaulting Limited Partners (and, for the purposes of the foregoing definition of Investment Period as well as
Sections 4.3(d), 4.5(b), 4.6(a), 5.4(b) and 13.2(a), other than B Partners and C Partners), that at the time in question have
Capital Commitments aggregating in excess of 50% (or such other specified percentage) of all Capital Commitments of
all Limited Partners holding Limited Shares of all Classes, other than Defaulting Limited Partners (and, for the purposes
of the foregoing definition of Investment Period as well as Sections 4.3(d), 4.5(b), 4.6(a), 5.4(b) and 13.2(a), other than B
Partners and C Partners), provided that, if such Majority (or other specified percentage) in Interest is expressly referred
to Limited Partners of one specific Class, such majority or other percentage shall be referred only to Limited Partners
holding Limited Shares of such Class.

123701

U X E M B O U R G

"Management Fee" shall have the meaning set forth in Section 9.2(a).
"Management Share" shall have the meaning set forth in Section 2.1(a).
"Material Adverse Effect" shall mean (a) a violation of a statute, rule, or regulation of a governmental authority applicable

to a Partner that is reasonably likely to have a material adverse effect on a Portfolio Vehicle or any Affiliate thereof or
on the Partnership, the General Partner or any of its respective Affiliates or on any Limited Partner or any Affiliate of
any such Limited Partner (other than capital adequacy, minimum equity or other financial requirements in respect of such
Limited Partner or its Affiliates), or (b) an occurrence that is reasonably likely to subject a Portfolio Vehicle or any Affiliate
thereof or the Partnership, the General Partner or such Partner to any material non-tax regulatory requirement to which
it would not otherwise be subject, or that is reasonably likely to materially increase any such regulatory requirement
beyond what it would otherwise have been.

"Net Asset Value" shall have the meaning set forth in Section 3.1(a).
"Non-Defaulting Partners" shall have the meaning set forth in Section 7.4(b).
"Organizational Expenses" shall mean all reasonable costs and expenses in line with current market practice that in

the good faith judgment of the General Partner are incurred in the formation and organization of, and issue of, Shares in
the Partnership, including without limitation travel, printing, filing, legal and accounting costs and expenses.

"Partners" shall mean the General Partner and/or the Limited Partners, as the context may require.
"Partnership" shall have the meaning set forth in Section 1.2.
"Partnership Expenses" shall mean the reasonable costs, expenses and liabilities in line with current market practice

that, in the good faith judgment of the General Partner, are incurred by or arise out of the organization, operation and/
or activities of the Partnership, including: (a) the Management Fee; (b) fees, costs and expenses relating to consummated
Portfolio Investments, proposed but unconsummated investments, and Temporary Investments, including the evaluation,
acquisition, holding and disposition thereof, to the extent that such fees, costs and expenses are not reimbursed by a
Portfolio Vehicle or other third Person; (c) expenses related to organizing and maintaining Persons (including any holding
companies) through or in which Portfolio Investments will be made; (d) premiums for insurance protecting the Part-
nership, the General Partner, any of their Affiliates, and any of their respective officers, directors, members, partners,
employees and agents from liabilities to third Persons in connection with Partnership affairs; (e) legal, custodial, consulting
and accounting expenses; (f) auditing expenses; (g) appraisal expenses; (h) reimbursement of the reasonable expenses of
the Advisory Committee; (i) Damages; (j) taxes and other governmental charges, fees and duties payable by the Partnership
and applicable to the Partnership on account of its operations, other than taxes withheld from distributions to a Partner
or otherwise paid by a Partner or taxes withheld from distributions or payments received by the Partnership pursuant
to Section 8.6; (k) fees payable to supervisory authorities; (I) costs and expenses relating to the publication of the value
of the Shares and of reporting to the Partners and of the Annual Meeting; (m) costs of winding up and liquidating the
Partnership; and (n) costs incurred pursuant to Section 7.4; but not including Organizational Expenses.

"Payment Date" shall have the meaning set forth in Section 9.2(a).
"Person" shall mean any individual or entity, including a corporation, partnership, association, limited liability company,

limited liability partnership, joint-stock company, trust, unincorporated association, government or governmental agency
or authority.

"Portfolio Investments" shall mean debt or equity investments (other than Temporary Investments) made by the

Partnership.

"Portfolio Vehicle" shall mean an entity in which a Portfolio Investment is made, and continues to be held, in the name

of the Partnership directly or through one or more intermediate entities.

"Pre-Existing Funds" shall mean (a) Clearsight Turnaround Fund I, L.P, a Scottish limited partnership and (b) Clearsight

Turnaround Fund II (SCA) SICAV-SIF, a Luxembourg investment company with variable capital in the form of a corporate
partnership limited by shares (società en commandite par actions).

"Proceeding" shall have the meaning set forth in Section 11.1(a).
"Remaining Capital Commitment" shall mean, in respect of any Partner, the amount of such Partner's Capital Com-

mitment, determined at any date, decreased by any Capital Contributions by such Partner and increased by all distributions
from the Partnership to such Partner in respect of such Partner's Capital Contributions that (a) have been returned
without being used by the Partnership pursuant to Section 7.3, or (b) are described in Sections 4.2(d), 7.4(b) and 12.2(c),
provided that, if the date of determination with respect to a Partner is after delivery of a Drawdown Notice but before
the related Drawdown Date, the amount specified as payable by such Partner in such Drawdown Notice (as the same
may be amended by a subsequent Drawdown Notice related thereto) shall not be included in such Partner's Remaining
Capital Commitment.

"Removal Conduct" shall mean, with respect to the General Partner, the Investment Advisor and their respective

Affiliates, a breach of such Person's obligations or other instances of fraud, willful malfeasance, gross negligence or material
breach of the Partnership's organizational documents or of fiduciary duties in the management of the Partnership or of
applicable laws and regulations, in each case having a material adverse effect on the Partnership or its assets.

"Runoff Activities" shall mean, for the purposes of Section 4.5(b), (a) holding and otherwise dealing with the investments

and other assets of the Partnership, (b) completing investments with respect to which commitments have been made

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before the suspension of the Investment Period, (c) making further investments only in Temporary Investments, unless
such investments have been approved by 66.7% in Interest, (d) disposing of any Portfolio Investments, (e) issuing Draw-
down Notices in respect of Organizational Expenses and Partnership Expenses, (f) engaging in the other non-investment
activities of the Partnership, and (g) engaging in other activities that the General Partner determines are necessary,
advisable, convenient or incidental to the foregoing.

"Securities" shall mean shares of capital stock, partnership interests, limited liability company interests, warrants, op-

tions, bonds, notes, debentures and other equity and debt securities of whatever kind of any Person, whether or not
publicly traded or readily marketable.

"Shares" shall have the meaning set forth in Section 2.1.
"Sharing Percentage" shall mean, with respect to any Partner and any Portfolio Investment, a fraction, expressed as a

percentage, (a) the numerator of which is the aggregate amount of the Capital Contributions of such Partner used to
fund the acquisition cost of such Portfolio Investment and (b) the denominator of which is the aggregate amount of the
Capital Contributions of all of the Partners used to fund the acquisition cost of such Portfolio Investment.

"SIF Law" shall mean the Luxembourg law of February 13, 2007, relating to specialized investment funds, as amended

from time to time.

"Subscription Agreements" shall mean any and all subscription agreements entered into separately by each Limited

Partner and the General Partner, on behalf of the Partnership, in connection with the purchase of Limited Shares by such
Limited Partner.

"Subsequent Closing Partners" shall have the meaning set forth in Section 12.2(a).
"Substitute Limited Partner" shall have the meaning set forth in Section 12.1(d).
"Successor Fund" shall mean any pooled multiple-investment vehicle incorporated and managed by the General Partner

or any of its Affiliates (other than any entity formed in connection with a Portfolio Investment) which has investment
objectives and strategies substantially similar to the Investment Objectives of the Partnership.

"Suspension Mode" shall have the meaning set forth in Section 4.5(b).
"Tax Matters Partner" shall have the meaning set forth in Section 6.2(b).
"Tax-Exempt Limited Partner" shall mean any Limited Partner that (a) (/) is exempt from tax under section 501 of the

Code and is subject to section 511 of the Code or (//) is treated as a partnership for U.S. federal income tax purposes
and whose partners or members include Persons described in clause (i) above, and (b) so indicates on its Subscription
Agreement on or before the Closing at which such Limited Partner is admitted to the Partnership.

"Temporary Investment" shall mean each investment of the Partnership in (a) cash or cash equivalents, (b) marketable

direct obligations of, or fully guaranteed as to timely payment of principal and interest by, any sovereign government, (c)
interest-bearing accounts and/or certificates of deposit and/or repurchase agreements with any commercial bank having
at the date of acquisition by the Partnership combined capital and surplus in excess of €300 million, (d) money market
instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Partnership
the highest or second highest rating obtainable from either Standard & Poor's Ratings Services or Moody's Investors
Service, or their respective successors, and (e) pooled investment funds or accounts that invest only in Securities or
instruments of the type described in (a) through (d), provided that, in the event of any uncertainty as to whether any
investment by the Partnership constitutes a Temporary Investment or a Portfolio Investment, such investment shall be
deemed to be a Temporary Investment unless the Investment Advisor determines in good faith that such investment is
a Portfolio Investment.

"Term" shall have the meaning set forth in Section 1.3.
"Transfer" shall mean a direct or indirect transfer in any form, including a sale, assignment, conveyance, pledge, mort-

gage, encumbrance, securitization, hypothecation or other disposition, any purported severance or alienation of any
beneficial interest (including the creation of any derivative or synthetic interest), or the act of so doing, as the context
requires.

"Transferee" shall have the meaning set forth in Section 12.1(b)(i).
"Transferring Limited Partner" shall have the meaning set forth in Section 12.1 (b)(i).
"Treasury Regulations" shall mean the regulations promulgated by the United States Department of the Treasury under

the Code.

"True-Up Amount" shall have the meaning set forth in Section 12.2(b)(ii).
"UBTI" shall mean any items of gross income taken into account for purposes of calculating unrelated business taxable

income as defined in section 512 and section 514 of the Code, other than any such income which arises as a result of or
with respect to (a) borrowing by the Partnership or any Portfolio Vehicle or (b) the reduction of Management Fees as a
result of Fee Income or the reduction of management fees payable to the manager of a pooled multiple-investment vehicle
as the result of fees earned by the manager of such vehicle or any of its Affiliates.

"Value" shall have the meaning set forth in Section 3.1 (e).
"Well-Informed Investors" shall mean any Persons falling within one of the categories described in article 2 of the SIF

Law.

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As used in these Articles of Association, all terms used in the singular shall be deemed to include the plural, and vice-

versa, as the context may require, and "including" shall mean "including, without limitation". Unless otherwise expressly
stated, when a Person's approval or consent is required under these Articles of Association, such Person may grant or
withhold its approval or consent in its discretion. The words "hereof", "herein", and "hereunder" refer to these Articles
of Association as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision
in these Articles of Association. References to "Articles", "Sections" and "Paragraphs" are to the articles, sections and
paragraphs of these Articles of Association.

1.2 Name. There exists among the subscribers and all those who may become owners of the Shares of the Partnership,

hereafter issued, a Luxembourg corporate partnership limited by shares in the form of a "société en commandite par
actions" qualifying as a "société d'investissement à capital variable" organized as a "fonds d'investissement spécialisé"
pursuant to the SIF Law under the name of Clearsight Turnaround Fund III (SCA) SICAV-SIF (the "Partnership").

1.3 Duration. The term of the Partnership commences on the day of establishment of the Partnership and shall continue,

unless the Partnership is sooner dissolved, until the twelfth anniversary of the Final Closing, provided that, unless the
Partnership is sooner dissolved and subject to any approval requirement pursuant to Luxembourg law, the term of the
Partnership may be extended by the General Partner, with the approval of the Advisory Committee, for up to four
additional periods of one year (such term, including any such extension, being referred to as the "Term"), in order to
allow for the orderly liquidation of the Partnership's investments.

1.4 Purposes. The Partnership will seek to realize superior returns by investing in accordance with the Investment

Objectives in compliance with article 1 of the SIF Law. The Partnership may take any measures and carry out any trans-
action which it may deem useful for the accomplishment and development of the Investment Objectives to the largest
extent permitted under the SIF Law or any legislative replacements or amendments thereof.

1.5 Registered Office. The registered office of the Partnership is established in Munsbach, in the Grand Duchy of

Luxembourg. Within the same borough (commune), the registered office may be transferred through simple decision of
the General Partner. Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad
by resolution of the General Partner.

Art. 2. Share capital; Shares.
2.1 General; Shares. The share capital of the Partnership shall be represented and limited by capitalization shares of

no par value (the "Shares") and shall at any time be equal to the Net Asset Value. Limited Shares will be issued partially
paid-up, for a subscription price corresponding to the aggregate Capital Commitments. The maximum aggregate Capital
Commitments of the Partners are set at €227,000,001.00, divided into the following classes of Shares (each, a "Class"):

(a) one management share which has been subscribed by the General Partner as unlimited partner for a subscription

price of €1.00 (the "Management Share");

(b) up to 2,200,000 Limited Shares, with a Capital Commitment of €100.00 per Limited Share, which are reserved for

subscription by Well-Informed Investors, for a maximum aggregate Capital Commitment in respect of such Limited Shares
of €220,000,000.00 ("A Shares");

by the Investment Advisor, the Key Persons and other key professionals involved in the management or advising of the
Partnership and/or any entities of which the Key Persons and such other key professionals (as well as any relatives thereof
to the fourth degree) are the beneficiary holders of at least 80% of any economic interest, for a maximum aggregate
Capital Commitment in respect of such Limited Shares of €100,000.00 ("B Shares"); and

(d) 69,000 Limited Shares, with a Capital Commitment of €100.00 per Limited Share, which are reserved for sub-

scription by the Investment Advisor, the Key Persons and other key professionals involved in the management or advising
of the Partnership and/or any entities of which the Key Persons and such other key professionals (as well as any relatives
thereof to the fourth degree) are the beneficiary holders of at least 80% of any economic interest, for a maximum aggregate
Capital Commitment in respect of such Limited Shares of €6,900,000.00 ("C Shares").

Each Limited Partner shall be required to subscribe for a minimum Capital Commitment of no less than €5,000,000.00,

provided that the General Partner may waive such minimum Capital Commitment requirement in its sole discretion,
subject to applicable minimum investment amounts pursuant to Luxembourg law.

2.2 Minimum Share Capital; Payment on Limited Shares.
(a) Minimum Share Capital. The minimum share capital of the Partnership shall be €1,250,000.00. The Partnership shall

establish this level of minimum capital within twelve months after the date on which the Partnership has been registered
as a specialized investment fund on the official list of specialized investment funds pursuant to the SIF Law.

(b) Payment on Limited Shares. All Limited Partners (including, for the sake of clarity, A Partners, B Partners and C

Partners) shall make Capital Contributions in respect of their Capital Commitment corresponding to the subscription
price for their Limited Shares in cash in euros and as requested by the General Partner pursuant to Article VII and the
other provisions of these Articles of Association. Notwithstanding the foregoing, upon subscription of any Limited Shares,
the General Partner shall require each Limited Partner to pay at least 5% of the Capital Commitment for such Limited
Shares.

2.3 Form of Limited Shares.

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(a) All Limited Shares shall be issued in registered form only. All issued registered Limited Shares of the Partnership

shall be registered in the Limited Share register (the "Limited Share Register") which shall be kept by the Partnership or
by a Person designated thereto by the Partnership, and such register shall contain the indication of the name of each
holder of registered Limited Shares, its residence or elected domicile as indicated to the Partnership and the number of
registered Limited Shares held by it.

(b) The inscription of each Partner's name in the Limited Share Register shall evidence such Partner's right of ownership

on such registered Limited Shares. The Partnership shall not generally issue certificates for such inscription, but each
Partner shall receive a written confirmation of its shareholding.

Share Register, dated and signed by the Transferring Limited Partner and the Transferee, or by Persons holding suitable
powers of attorney to act therefore. Subject to the provisions of Article XII, any Transfer of Limited Shares shall be
entered into the Limited Share Register; such inscription shall be signed by the General Partner or any officer of the
Partnership or by any other Person duly authorized thereto by the General Partner.

(d) Limited Partners shall provide the Partnership with an address to which all notices and announcements may be

sent. Such address will also be entered into the Limited Share Register.

(e) In the event that a Limited Partner does not provide an address, the Partnership may permit a notice to this effect

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

(f) The Partnership recognizes only one owner per Share. If one or more Shares are jointly owned or if the ownership

of such Share is disputed, all Persons claiming a right to such Share must appoint a sole attorney to represent such
shareholding in dealings with the Partnership. The failure to appoint such attorney shall result in a suspension of all rights
attached to such Shares. Moreover, in the case of joint Limited Partners, the Partnership reserves the right to pay any
redemption proceeds, distributions or other payments to the first registered holder only, whom the Partnership may
consider to be the representative of all joint holders, or to all joint Limited Partners together, at its absolute discretion.

(g) Distributions, if any, shall be subject to Section 8.3(c) and shall be made to Limited Partners by bank transfer.
2.4 Issue of Limited Shares.
(a) Subject to the limitations set forth in Section 12.2(a), the General Partner is authorized without limitation to issue

Limited Shares in the Classes, to the Persons and for the maximum aggregate Capital Commitments provided in Section
2.1, without reserving to the existing Limited Partners or any other Person a preferential right to subscribe for such
Limited Shares.

(b) The General Partner may delegate to any duly authorized director, manager, officer or to any other duly authorized

agent the power to accept subscriptions, to receive payment of the price of any Limited Shares to be issued and to deliver
them.

subscribed for, the General Partner may issue any Limited Shares provided in Section 2.1, and not so subscribed for, in
accordance with Section 12.2.

2.5 Further Issuance of Limited Shares. The General Partner may at any time, with the approval of 80% in Interest and

provided that it does not have a material adverse effect on the economic rights of the existing Limited Partners, issue
further Limited Shares of any Class or further classes of Limited Shares, which may be reserved for subscription by certain
Persons and/or carry different rights and/or obligations inter alia with regard to the income and profit entitlements
(distribution or capitalization Limited Shares), redemption features, and/or fee and cost features, on such terms and
conditions as shall be determined by the General Partner with the approval of 80% in Interest.

2.6 Conversion of Limited Shares.
(a) Other than (i) as provided in Sections 4.6(b)(ii)(y) and 7.5(d), or (ii) as otherwise decided by the General Partner

in respect of certain specific Classes of Limited Shares or specific Limited Partners pursuant to these Articles of Asso-
ciation, no Partner may require the conversion of all or part of such Limited Partner's Limited Shares of one Class into
Limited Shares of another Class.

(b) The Limited Shares of any Class which have been converted into Limited Shares of another Class shall be cancelled.
2.7 Redemption of Limited Shares. The General Partner may request the redemption of all or part of the Limited

Shares issued in respect of any Class pursuant to Sections 7.4(d)(v)(y) and 7.5(g).

2.8 Classes.
(a) Rights of Classes. The Classes provided for in Section 2.1 shall all have the same rights and obligations, except as

otherwise provided herein or required by applicable law. Any further classes of Limited Shares issued pursuant to Section
2.5 may be created for any undetermined period or for a fixed period as provided for in the Issuing Document. In the
event a class is created for a fixed period, it will terminate automatically, and will be liquidated as described in Section
2.8(b) without the required consent of the Limited Partners, on its maturity date set forth in the Issuing Document.

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U X E M B O U R G

(b) Liquidation. The General Partner may decide to liquidate or merge one or more Classes of Limited Shares, with

the consent of 66.7% in Interest of the relevant Class/es, if the net assets of such Class/es have decreased to, or have not
reached, an amount determined by the General Partner to be the minimum level for such Class/es to be operated in an
economically efficient manner or if a change in the economic or political situation relating to the Class/es concerned
would justify such liquidation or merger, or for any other reason which the General Partner determines, in its sole
discretion, is in the best interests of the Limited Partners of the relevant Class/es, and provided that such liquidation or
merger does not have a material adverse effect on the economic rights of the Limited Partners of any of the other Classes.
Limited Partners concerned will be notified by the Partnership of any decision to liquidate the relevant Class prior to the
effective date of the liquidation and the notice will indicate the reasons for, and the procedures pertaining to, the liquidation
operations.

resolved by a general meeting of Limited Partners of the Class concerned deciding with a Majority in Interest of such
Class with the written consent of the General Partner.

Art. 3. Net asset value.
3.1 Calculation of the Net Asset Value.
(a) The net asset value (the "Net Asset Value") per Share of each Class results from dividing the total net assets of the

Partnership attributable to each Class of Limited Shares, being the value of the portion of assets less the portion of
liabilities attributable to such Class, on any date of valuation, by the number of Limited Shares in the relevant Class then
outstanding. The net assets of each Class are equal to the difference between the asset value of the Class and its liabilities.
The Net Asset Value shall be calculated in euros and may be expressed in such other currencies as the General Partner
may decide.

(b) The total net assets of the Partnership shall be expressed in euros and shall correspond to the sum of the net

assets of all Classes of the Partnership.

(c) Unless otherwise provided in these Articles of Association, all Limited Shares of all Classes shall have the same Net

Asset Value.

(d) The assets of the Partnership 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, money market instruments and similar assets owned or contracted for by the Partnership;
(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 Partnership to the extent information

thereon is reasonably available to the Partnership;

(vi) the preliminary expenses of the Partnership, including the cost of issuing and distributing Limited Shares, insofar

as the same have not been written off and insofar the Partnership shall be reimbursed therefor;

(vii) the liquidating value of all forward contracts and all call or put options the Partnership has an open position in;

and

(viii) all other assets of any kind and nature, including expenses paid in advance.
(e) The value of such assets (the "Value"), which shall be based on their fair value, shall be determined as follows:
(i) the value of any cash on hand or deposit, bills and demand notes and accounts receivable, prepaid expenses, cash

dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof,
unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be determined
after making such discount as the General Partner considers appropriate in such case to reflect such circumstances;

(ii) the value of Securities (x) that are primarily traded on a securities exchange shall be deemed to be the average of

their closing sale prices on the principal securities exchange on which they are traded for each Business Day during the
period commencing five Business Days prior to the date of the valuation and ending on the last Business Day prior to the
date of such valuation or, if no sales occurred on any such day, the mean between the closing "bid" and "ask" prices on
such day, and (y) the principal market for which is or is deemed to be the over-the-counter market, shall be deemed to
be the average of their closing sales prices on each Business Day during such period, as published by any relevant reputable
screen- based quotation system, or if such price is not so published on any such day, the mean between their closing "bid"
and "ask" prices, if available, on such day, which prices may be obtained from any reputable pricing service, broker or
dealer;

(iii) the value of (x) other Securities that are not listed or dealt on any securities exchange or over-the-counter market,

or (y) Securities listed or dealt on any securities exchange or over-the-counter market if, with respect to such Securities,
the price as determined pursuant to the foregoing item (ii) is not representative of the fair value of such Securities, shall
be deemed to be the fair value of such Securities, as determined by the General Partner in good faith considering all
factors, information and data deemed to be pertinent, which factors, information and data may, but need not, include

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U X E M B O U R G

estimates of liquidation value, prices received in recent placements of Securities of the same issuer or similar issuers,
liquidity of the investment, existence of any control premiums, changes in the financial condition and prospects of the
issuer and general level of interest rates;

(iv) the value of money market instruments not admitted to official listing on any securities exchange or over-the-

counter market and with remaining maturity of less than twelve months and of more than 90 days shall be deemed to be
the nominal value thereof, increased by any interest accrued thereon; money market instruments with a remaining ma-
turity of 90 days or less and not traded on any market shall be valued based on the amortized cost method, which
approximates market value; and

(v) the value of any other assets or interests of the Partnership shall be deemed to be their fair value determined by

the General Partner in good faith considering all factors, information and data deemed to be pertinent, and consistent,
to the extent possible under applicable law, with international financial reporting standards and the guidelines of the
"International Private Equity and Venture Capital Valuation Guidelines" or any successor publication or other publication
of substantially equivalent reputation selected in good faith by the General Partner after consultation with the Advisory
Committee.

(f) Assets expressed in a currency other than euros shall be converted on the basis of the rate of exchange ruling on

the relevant valuation date; if such rate of exchange is not available, the rate of exchange shall be determined in good
faith pursuant to the procedures established by the General Partner.

(g) If since the time of determination of the Net Asset Value there has been a material change in the quotations in the

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

(h) In the absence of bad faith, negligence or manifest error, every decision in calculating the Net Asset Value taken

by the General Partner or by the corporate agent which the General Partner appoints for the purpose of calculating the
Net Asset Value, shall be final and binding on the Partnership and present, past or future Limited Partners.

(i) The General Partner, at its discretion, may authorize the use of other methods of valuation on a consistent basis if

it considers that such methods would enable the fair value of any asset of the Partnership to be determined more
accurately.

(j) All valuations regulations and determinations shall be interpreted and made in accordance with international financial

reporting standards (IFRS).

(k) The liabilities of the Partnership 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 or,

including the amount of any unpaid distributions declared by the Partnership;

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

time to time by the Partnership, and other reserves (if any) authorized 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 Partnership; and

(vi) all other liabilities of whatsoever kind and nature reflected in accordance with international financial reporting

standards.

(l) In determining the amount of such liabilities the General Partner shall take into account all payable Partnership

Expenses. The Partnership may accrue administrative and other expenses of a regular or recurring nature based on an
estimated amount on a pro rata basis for yearly or other periods.

(m) The assets and liabilities of different Classes shall be allocated as follows:
(i) the proceeds to be received from the subscription price of Limited Shares of a Class shall be applied in the books

of the Partnership to the relevant Class;

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

to the same Class 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;

(iii) where the Partnership incurs a liability which relates to any asset of a particular Class or to any action taken in

connection with an asset of a particular Class, such liability shall be allocated to the relevant Class;

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

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

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

Class, such asset or liability shall be allocated to all the Classes pro rata to the Net Asset Value of the relevant Class or
in such other manner as determined by the General Partner acting in good faith.

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(n) For the purposes of the Net Asset Value calculation:
(i) Limited Shares to be redeemed pursuant to these Articles of Association shall be treated as existing and taken into

account until immediately after the time specified by the General Partner on the relevant valuation date and from such
time and until paid by the Partnership the price therefore shall be deemed to be a liability of the Partnership;

(ii) Limited Shares to be issued by the Partnership shall be treated as being in issue as from the time specified by the

General Partner on the valuation date, and from such time and until received by the Partnership the price therefor shall
be deemed to be a debt due to the Partnership; and

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

Asset Value for the relevant Class is calculated shall be valued after taking into account the rate of exchange prevailing
on the principal regulated market of each such asset on the dealing day preceding the valuation time.

(o) Where on any valuation date the Partnership has contracted to:
(i) purchase any asset, the value of the consideration to be paid for such asset shall be shown as a liability of the

Partnership and the value of the asset to be acquired shall be shown as an asset of the Partnership; and

(ii) sell any asset, the value of the consideration to be received for such asset shall be shown as an asset of the

Partnership and the asset to be delivered shall not be included in the assets of the Partnership;

provided that if the exact value or nature of such consideration or such asset is not known on such valuation date,

then its value shall be estimated by the General Partner.

3.2 Timing and Suspension of the Calculation of the Net Asset Value; Issue, Redemption and Conversion of Limited

Shares.

(a) The Net Asset Value of Limited Shares and the price for the issue, redemption and conversion of the Limited Shares

of all Classes shall be calculated from time to time by the General Partner or any agent appointed thereto by the General
Partner at least semi-annually as of each June 30 and December 31.

(b) The Partnership may suspend the determination of the Net Asset Value and the issue, redemption and conversion

of Limited Shares of any Class if:

(i) as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility

and power of the General Partner, disposal of the assets is not reasonable or normally practicable without being seriously
detrimental to Limited Partners' interests;

(ii) it is not reasonably practicable to determine the Net Asset Value on an accurate and timely basis;
(iii) as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions are rendered

impracticable or if purchases and sales of the assets of a Class cannot be effected at normal rates of exchange; or

(iv) a decision is made to liquidate and dissolve the Partnership or a Class.
No Limited Shares shall be issued or redeemed during any period of suspension of the determination of Net Asset

Value in accordance with the provisions of this Article III. Where possible, all reasonable steps will be taken to bring any
period of suspension of the determination of the Net Asset Value to an end as soon as possible.

Art. 4. General partner; Administration.
4.1 Administration.
(a) Administration of the Partnership. The management, control and operation of and the determination of policy with

respect to the Partnership and its affairs shall be vested exclusively in the General Partner, which is hereby authorized
and empowered on behalf and in the name of the Partnership, subject to the terms of these Articles of Association, to
carry out any and all of the purposes of the Partnership and to perform all acts and enter into and perform all contracts
and other undertakings that it may in its sole discretion deem necessary, advisable, convenient or incidental thereto. All
decisions relating to the management and the conduct of the investment activities of the Partnership shall remain the sole
responsibility of the General Partner, and all decisions relating to the selection and disposition of the Partnership's in-
vestments shall be made exclusively by the General Partner in accordance with these Articles of Association.

(b) Corporate Signature. Vis-à-vis third parties, the Partnership is validly bound by the sole signature of the General

Partner acting through one or more authorized 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 dis-
cretion.

general managers as well as any other officers that the Partnership deems necessary for the operation and management
of the Partnership. Such appointments may be cancelled at any time by the General Partner. The officers shall not be
Limited Partners of the Partnership. Unless otherwise stipulated 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.

4.2 Investment Policies and Restrictions.
(a) In implementing the Investment Objectives, the General Partner, based upon the principle of risk diversification,

has the power to determine the investment policies and strategies of the Partnership and the course of conduct of the

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management and business affairs of the Partnership, provided that under no circumstances shall the General Partner,
without the consent of the Advisory Committee, make any investment exceeding the investment restrictions set forth
in the Subscription Agreements in compliance with Luxembourg law.

(b) The Partnership may employ techniques and instruments relating to transferable securities, currencies or any other

financial assets or instruments only for the purpose of hedging currency risks associated with Portfolio Investments not
denominated in euros or significantly exposed to underlying non-euro denominated assets, provided that the General
Partner shall disclose any such hedging transactions to the Advisory Committee. The General Partner may establish special
purpose vehicles for the purpose of making investments in Portfolio Vehicles.

pooling and cash-management purposes up to the lower of 10% of the Partnership's aggregate Capital Commitments and
100% of the amount of the aggregate Remaining Capital Commitments or (y) short-term borrowing in anticipation of
unpaid Drawdown Notices or (ii) make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange,
guarantees or other instruments of indebtedness in respect of an amount in excess of the lower of 10% of the Partnership's
aggregate Capital Commitments and 100% of the Remaining Capital Commitments, in each case in compliance with
applicable laws and regulations.

(d) The General Partner may increase the Partners' Remaining Capital Commitments by an amount equal to all or any

portion of amounts of Distributable Cash distributed to Partners (i) in respect of a Portfolio Investment whose terms
and conditions provide for the possibility to draw down again such amounts, and/or (ii) in respect of a Portfolio Investment
prior to the earlier of (x) the end of the Investment Period and (y) the fourth anniversary of the last day of the month of
the Final Closing, up to and in proportion to the Capital Contributions of each Partner with respect to such Portfolio
Investment, and the amount so added to the Partners' Remaining Capital Commitments shall be subject to recall by the
Partnership, provided that amounts of Distributable Cash distributed to Partners in respect of an underlying portfolio
investment of a Portfolio Vehicle within nine months of the time of the Capital Contribution made by the Partners for
the purpose of funding such investment shall not be treated as Capital Contributions and provided, further, that any such
increase may not result in the sum of the aggregate Capital Contributions in respect of investments in Portfolio Vehicles
exceeding 120% of the aggregate Capital Commitments.

4.3 Conflict of Interests.
(a) No contract or other transaction between the Partnership and any other Person shall be affected or invalidated

by the fact that any one or more of the directors or officers of the General Partner is interested in, or is a director,
associate, officer or employee of, such other Person. Any director or officer of the General Partner who serves as a
director, officer or employee of any Person, with which the Partnership shall contract or otherwise engage in business
shall not, by reason of such affiliation with such other Person, be prevented from considering and voting or acting upon
any matters with respect to such contract or other business. In the event that any director or officer of the General
Partner may have in any transaction of the Partnership an interest different to the interests of the Partnership, such
director or officer shall make known to the General Partner such conflict of interest and shall not consider or vote on
any such transaction and such transaction, and such director's or officer's interest therein shall be reported to the next
succeeding meeting of the Advisory Committee. Notwithstanding the foregoing, any contract or other transaction, not
authorized by these Articles of Association or by the Issuing Document, between (i) the Partnership, any Portfolio Vehicle
or any manager, general partner or controlling Person of any such Portfolio Vehicle, on the one hand, and (ii) the General
Partner or any of its Affiliates, on the other hand (other than any arrangement providing for the payment of Fee Income
or agreement pertaining to the allocation of investments in any successor funds of any Portfolio Vehicle), shall be subject
to the approval of the Advisory Committee.

(b) The General Partner shall be guided in its activities hereunder by its good faith judgment as to the best interests

of the Partnership considered as a whole. Each Limited Partner acknowledges that there may be situations in which the
interests of the Partnership, in a Portfolio Investment or otherwise, may conflict with the interests of the General Partner
or one or more of its Affiliates. Each Limited Partner agrees that the activities of the General Partner and its Affiliates, if
conducted in accordance with these Articles of Association or not otherwise prohibited by these Articles of Association
or applicable law, may be engaged in by the General Partner and such Affiliates, and will not, in any case or in the aggregate,
be deemed a breach of these Articles of Association or any duty owed by any such Person to the Partnership or to any
Partner. Without limiting the foregoing, on any issue involving a conflict of interest not provided for elsewhere in these
Articles of Association, the General Partner shall consult with the Advisory Committee and may take any action as to
such conflict of interest that is recommended to the General Partner and approved by the Advisory Committee. The
Advisory Committee may consult with outside counsel or another appropriate expert that is not an Affiliate of the General
Partner in considering such conflict of interest. If the General Partner takes any action recommended and approved by
the Advisory Committee in respect of a matter giving rise to a conflict of interest, none of the General Partner, the
Investment Advisor or any of their respective Affiliates shall have any liability to the Partnership or any Limited Partner
with respect of such matter. Notwithstanding the foregoing, the consent of the Advisory Committee shall not be required
under this Section 4.3 with respect to any payments of, or arrangements with respect to, Fee Income.

entering within the Partnership's Investment Objectives that is presented to the General Partner or any of its Affiliates
and that the General Partner determines in good faith to be suitable and appropriate for the Partnership and consistent

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with the Investment Objectives will be offered by the General Partner to the Partnership, and the General Partner shall
cause its Affiliates to offer any such investment opportunity to the Partnership, to the extent that the Partnership has
available Remaining Capital Commitments net of reserves, including amounts reserved for (i) payment of Organizational
Expenses and Partnership Expenses throughout the Term, (ii) funding of Follow-On Investments and (iii) funding of any
commitments of the Partnership made pursuant to a memorandum of understanding, term sheet or letter of intent,
sufficient to enable the Partnership effectively to participate in such investment opportunity. In the event the Partnership
does not invest in such an investment opportunity, the offer of the same opportunity by the General Partner to its Affiliates
shall be subject to the approval by the Advisory Committee. Similarly, any co-investment by the General Partner or any
of its Affiliates in a Portfolio Investment shall be subject to the approval by the Advisory Committee.

(d) Until the earlier of (i) the date on which at least 80% of the aggregate Capital Commitments of the Non-Defaulting

Partners has been contributed to the Partnership or committed to make Portfolio Investments, used to pay Organizational
Expenses and Partnership Expenses, or reserved for the funding of Follow-On Investments, the making of additional
Portfolio Investments and/or the payment of Organizational Expenses and Partnership Expenses, and (ii) the last day of
the Investment Period, neither the General Partner nor any of its Affiliates will hold a closing admitting third Person
investors to any pooled multiple-investment vehicle (other than the Partnership and any entity formed in connection with
a Portfolio Investment) having investment objectives and strategies substantially similar to the Investment Objectives of
the Partnership without the consent of at least 66.7% in Interest.

(e) Without the consent of the Advisory Committee, the Partnership shall not make any investments in Persons in

which (or in any Affiliates of which) any of the General Partner, the Investment Advisor, the Key Persons, the Pre-Existing
Funds or their respective Affiliates holds any interest.

4.4 Liability of the General Partner and Other Covered Persons.
(a) General. The General Partner has the liabilities as set forth herein to (i) Persons other than the other Partners and

(ii) subject to the other provisions of these Articles of Association, the Limited Partners. No Covered Person shall be
liable to any other Partner, and each Partner does hereby release such Covered Person, for any act or omission, including
any mistake of fact or error in judgment, taken, suffered or made by such Covered Person in good faith and in the belief
that such act or omission is in or is not contrary to the best interests of the Partnership, provided that such act or
omission does not constitute Disabling Conduct by the Covered Person. No Partner shall be liable to any other Partner
for any action taken by any other Partner. To the extent that, at law, a Covered Person has duties and liabilities relating
thereto to the Partners, any Covered Person acting under these Articles of Association shall not be liable to any Partner
for its good faith reliance on the provisions of these Articles of Association. The provisions of these Articles of Association,
to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law and to the extent
permitted by law, are agreed by the Partners to replace such other duties and liabilities of such Covered Person.

(b) Reliance. Except as provided by law, a Covered Person shall incur no liability to the Partnership or any Partner in

acting in good faith upon any signature or writing believed by such Covered Person to be genuine, may rely in good faith
on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or
within such Person's knowledge, and may rely in good faith on an opinion of counsel selected with reasonable care by
such Covered Person with respect to legal matters. Each Covered Person may act directly or through such Covered
Person's agents or attorneys. Each Covered Person may consult with counsel, appraisers, accountants and other skilled
Persons selected by such Covered Person and shall not be liable to the Partnership or any Partner for anything done,
suffered or omitted in good faith in reliance upon the advice of any of such Persons. No Covered Person shall be liable
to the Partnership or any Partner for any error of judgment made in good faith by an officer or employee of such Covered
Person, provided that such error does not constitute Disabling Conduct of such Covered Person. Except as otherwise
provided in this Section 4.4, no Covered Person shall be liable to the Partnership or any Partner for any mistake of fact
or judgment by such Covered Person in conducting the affairs of the Partnership or otherwise acting in respect of and
within the scope of these Articles of Association, prov;ded that such mistake does not constitute Disabling Conduct.

Person shall be liable for the return of the Capital Contributions of any Partner, and such return shall be made solely
from Available Assets, if any, and each Limited Partner hereby waives any and all claims it may have against each Covered
Person in this regard.

4.5 Devotion of Time; Key Persons.
(a) Devotion of Time. The General Partner shall procure that, during the Investment Period, each Key Person, for so

long as such Key Person is engaged by the General Partner, the Investment Advisor or any of their Affiliates, devotes
substantially all of his/her business time and efforts to the investment and other activities of the Partnership and its related
Persons, prov;ded that, notwithstanding the foregoing, each Key Person may (i) devote such time and efforts as he/she
deems reasonably necessary to the affairs of any Successor Funds, any Pre-Existing Funds, the Investment Advisor and
their related Persons, (ii) serve on boards of directors of private companies, (iii) engage in such civic, industry and cha-
ritable activities as such Key Person shall choose, (;v) conduct and manage such Key Person's personal and family
investment activities and (v) engage in any other activities approved by the Advisory Committee and prov;ded, further,
that each Key Person shall devote no more than a minority of his/her business time and efforts to the activities described
in the foregoing items (ii) to (v).

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(b) Suspension. The Investment Period will be suspended upon, and, unless 66.7% in Interest otherwise consents, the

Partnership will engage only in Runoff Activities (the "Suspension Mode") after, the notification by the General Partner
to the Limited Partners that either (i) the initial Key Person or (ii) 50% of the Key Persons has/have ceased to devote
such time and efforts to the Partnership as required by Section 4.5(a), whether due to death, retirement or otherwise.
The General Partner shall promptly notify all Limited Partners in writing of the beginning of the Suspension Mode and
the events triggering the Suspension Mode continue until such time as the original number of Key Persons has been
restored through elections pursuant to Section 4.5(c), provided that if such number is not so restored within 180 days
after the date on which the Suspension Mode began, the Limited Partners shall have the right to terminate the Investment
Period with a resolution passed with a Majority in Interest and prov;ded, further, for the sake of clarity, that in the event
that such resolution to terminate the Investment Period is not passed, the Suspension Mode shall continue until the time
of natural termination of the Investment Period.

investment and other activities of the Partnership and its related entities as provided by Section 4.5(a), whether due to
death, retirement or otherwise, or (ii) the General Partner wishes to appoint an additional Key Person, the General
Partner may, by written notice to each Limited Partner and with the approval of 66.7% in Interest, nominate one individual
to be elected as Key Person. The General Partner will use commercially reasonable efforts (x) to provide information to
the Limited Partners with respect to any such nominee and (y) to schedule a vote by the Limited Partners no sooner
than five, but no later than fifteen, Business Days after the notice of nomination is given. Each nominee's election shall be
effective upon the affirmative vote of 66.7% in Interest and upon such election each such nominee shall constitute a "Key
Person".

4.6 Removal of the General Partner.

(a) The General Partner may be removed as the managing general partner of the Partnership at any time within 120

days after a determination by a court of competent jurisdiction that the General Partner, the Investment Advisor or any
of their Affiliates has engaged in Removal Conduct, with a resolution passed by no less than a Majority in Interest, subject
to the quorum requirements provided by the Companies Law, which resolution shall also designate a replacement general
partner of the Partnership pursuant to Section 14.1(a), subject to the legal requirements to amend the Articles of Asso-
ciation and Section 5.5(e).

(b) Upon such resolution:

(i) the replacement general partner of the Partnership shall be admitted to the Partnership as a general partner of the

Partnership and shall promptly prepare and file or cause to be filed, with the assistance of the General Partner if and to
the extent reasonably requested, the required statement and notices with the competent Luxembourg authorities (CSSF),
and, further to the receipt of the approval by the CSSF with respect to its nomination, the replacement general partner
shall promptly convene an extraordinary general meeting of Partners to amend these Articles of Association pursuant to
Section 14.1 to reflect (x) the admission of such replacement general partner, (y) the removal of the General Partner as
the general partner of the Partnership and (z) the change of the name of the Partnership so that it does not include the
word "Clearsight", or any variation thereof, including any name to which the name of the Partnership may have been
changed;

(ii) immediately after the admission of the replacement general partner, (x) the replaced General Partner shall cease

to be a Partner, and (y) any B Shares and C Shares shall be automatically converted into A Shares, on a share-per-share
basis;

(iii) the previous B Partners and C Partners shall not thereafter be entitled to receive any further future distributions

that otherwise would have been distributable to them pursuant to Article VIII if their B Shares had not been converted
into A Shares;

(iv) the replaced General Partner and its Affiliates shall continue to be Covered Persons and to be entitled to indem-

nification hereunder pursuant to Article XI, but only with respect to Damages (x) relating to Portfolio Investments made
prior to the removal of the General Partner or (y) arising out of or relating to their activities during the period prior to
the removal of the General Partner as the general partner of the Partnership or otherwise arising out of the replaced
General Partner's service as general partner of the Partnership;

(v) Section 13.2(c) shall be applied to the replaced General Partner (and all calculations thereunder shall be made) as

though the only Portfolio Investments, Organizational Expenses and Partnership Expenses were those made and incurred
prior to the removal of the General Partner;

(vi) for all other purposes of these Articles of Association, the replacement general partner of the Partnership (w)

shall be deemed to be the "General Partner" hereunder, (x) shall be deemed to be admitted as the general partner of the
Partnership, upon its execution of an instrument (1) signifying its agreement to be bound by the terms and conditions of
these Articles of Association, (2) acquiring the Management Share and (3) by the accomplishment of any further relevant
and appropriate formalities, effective immediately prior to the removal of the replaced General Partner, (y) shall assume
the General Partner's obligations as manager of the Partnership and (z) shall continue the investment and other activities
of the Partnership without dissolution; and

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(vii) the appointment of the Investment Advisor, the right of the General Partner and/or the Investment Advisor to

receive future installments of the Management Fee, as the case may be, and any management agreement between the
Partnership and the Investment Advisor pursuant to Article IX shall terminate.

4.7 Bankruptcy, Dissolution or Withdrawal of the General Partner. In the event of the bankruptcy or dissolution and

commencement of winding-up of the General Partner or the occurrence of any other event that causes the General
Partner to cease to be a general partner of the Partnership under Luxembourg law, the Partnership shall be dissolved
and wound up as provided in Article XIII and in accordance with Luxembourg law, unless the General Partner is removed
and replaced pursuant to Section 4.6(a), the General Partner transfers its Management Share in the Partnership and the
Transferee is admitted as a replacement general partner of the Partnership pursuant to Section 12.1(e) or the investment
or other activities of the Partnership are continued pursuant to Section 13.1(a)(iii)(y). The General Partner shall take no
action to accomplish its voluntary dissolution. The General Partner shall not withdraw as general partner of the Part-
nership prior to the dissolution of the Partnership except pursuant to Section 4.6 or 12.1(e).

Art. 5. The limited partners.
5.1 No Participation in Management, etc. No Limited Partner shall take part in the management or control of the

Partnership's investment or other activities, transact any business in the Partnership's name or have the power to sign
documents for or otherwise bind the Partnership, even on the basis of a power of attorney to this effect. Except as
otherwise provided herein or as mandated by applicable law, no Limited Partner shall have the right to vote for the
election, removal or replacement of the General Partner. No provision of these Articles of Association shall obligate any
Limited Partner to refer investments to the Partnership or restrict any investments that a Limited Partner may make.
The exercise by any Limited Partner of any right conferred herein shall not be construed to constitute participation by
such Limited Partner in the control of the management, investment or other activities of the Partnership so as to make
such Limited Partner liable as a general partner for the debts and obligations of the Partnership.

5.2 Limitation of Liability. The liability of each Limited Partner for the debts and obligations of the Partnership is limited

to its Capital Commitment.

5.3 No Priority. Except as otherwise provided in these Articles of Association, no Limited Partner shall have priority

over any other Limited Partner either as to the return of the amount of its Capital Contribution, any other Partnership
distributions or any allocation of any item of income, gain, loss, deduction or credit of the Partnership.

5.4 Advisory Committee.
(a) Appointment of Members, etc. The General Partner shall establish, no later than 90 days after the Initial Closing,

an advisory committee (the "Advisory Committee") whose members shall be appointed by the General Partner. The
Advisory Committee shall consist of at least three voting members. Each voting member of the Advisory Committee shall
be a representative of certain Limited Partners as selected by the General Partner, provided that no voting member of
the Advisory Committee shall be an Affiliate of the General Partner or any of its Affiliates. Each Person appointed to the
Advisory Committee shall serve until the earlier of his or her death, incapacity, resignation or removal. Any member of
the Advisory Committee may resign by giving the General Partner five Business Days' advance written notice, and shall
be deemed to have been removed if (i) any of the Limited Partners that such member represents becomes a Defaulting
Limited Partner or (ii) the Limited Partner (or group of Limited Partners) that such member represents assigns cumula-
tively more than 15% of its Limited Shares in the Partnership to any unaffiliated Person and the General Partner determines
that such member should not continue to be a member of the Advisory Committee. If representatives from more than
two Limited Partners (or groups of Limited Partners) have been appointed to the Advisory Committee, any member of
the Advisory Committee may also be removed by the General Partner, with the approval of at least 2/3 of the Advisory
Committee members other than the member whose removal is in question, upon five Business Days' advance written
notice. Upon the death, incapacity, resignation or removal of a member of the Advisory Committee or if the General
Partner wishes to appoint an additional member to the Advisory Committee, the General Partner may appoint a repla-
cement or additional member.

(b) Scope of Authority. The Advisory Committee shall be authorized to (i) consent to, approve, review or waive any

matter requiring the consent, approval, review or waiver of the Advisory Committee pursuant to these Articles of
Association and (ii) provide such advice and counsel as is requested by the General Partner in connection with potential
conflicts of interest, valuation matters and other matters relating to the Partnership. The Advisory Committee shall take
no part in the control or management of the Partnership, and shall not have any power or authority to act for or on
behalf of the Partnership. Except for those matters for which the consent, approval, review or waiver of the Advisory
Committee is required by these Articles of Association, any actions taken by the Advisory Committee shall be of an
advisory nature only, and neither the General Partner nor any of its Affiliates shall be required or otherwise bound to
act in accordance with any decision, action or comment of the Advisory Committee or any of its members. Notwiths-
tanding anything to the contrary in these Articles of Association, in no event shall a member of the Advisory Committee
be permitted to take any action that would result in such Limited Partner being considered a general partner of the
Partnership by agreement, estoppel, as a result of the performance of such member's duties or otherwise. In the event
that the Advisory Committee declines to exercise its authority with respect to a particular matter which requires Advisory
Committee approval, the General Partner shall submit such matter for review by the Limited Partners (and approval of
such matter shall be given by at least a Majority in Interest).

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of the Initial Closing, upon not less than five Business Days' advance written notice by the General Partner to the members
of the Advisory Committee, and as required to consult with the General Partner as to potential conflicts of interest and
methods of valuation. Special meetings of the Advisory Committee may be convened by any of the members of the
Advisory Committee or called by the General Partner at any time to consider matters for which the consent, approval,
review or waiver of the Advisory Committee is required by these Articles of Association or is requested by the General
Partner. Notice of each such special meeting shall be given by telephone, email, telefax or hand delivery to each member
of the Advisory Committee at least five Business Days prior to the date on which the meeting is to be held. Attendance
at any meeting of the Advisory Committee shall constitute waiver of such notice. The quorum for a meeting of the
Advisory Committee shall be a majority of its members. Meetings of the Advisory Committee may be held in the Grand
Duchy of Luxembourg or abroad, and members of the Advisory Committee may participate in a meeting of the Advisory
Committee by means of conference telephone or similar communications equipment by means of which all Persons
participating in the meeting can hear each other, in which case they shall be considered present at the meeting for all
purposes, including constituting a quorum. All actions taken by the Advisory Committee shall be by (i) a vote of a majority
of the members present at a meeting thereof, or (ii) a written consent setting forth the action so taken and signed by a
majority of the members of the Advisory Committee. Except as expressly provided in this Section 5.4(c), the Advisory
Committee shall conduct its business in such manner and by such procedures as a majority of its members deems ap-
propriate.

(d) Other Activities of the Members. The members of the Advisory Committee (i) will not be obligated, to the fullest

extent permitted by applicable law, to act in a fiduciary capacity with respect to the Partnership or any Partner, other
than to act in good faith and abide by their confidentiality obligations, (ii) may have substantial responsibilities in addition
to their Advisory Committee activities and will not be obligated to devote any fixed portion of their time to the activities
of such Advisory Committee, and (iii) will not be prohibited from engaging in activities that compete or conflict with
those of the Partnership, nor shall any such restrictions apply to any of their respective Affiliates.

(e) Expenses, etc. The members of the Advisory Committee shall serve without compensation, but shall be reimbursed

by the Partnership for all reasonable expenses incurred in attending meetings of the Advisory Committee, and shall be
indemnified by the Partnership as provided in Article XI.

5.5 Meetings of the Partners.
(a) Powers. Any regularly constituted meeting of the Partners shall represent the entire body of Partners of the

Partnership. Except as otherwise provided herein or as mandated by applicable law, any such meeting may resolve on any
item generally whatsoever only with the consent of the General Partner.

(b) Quorum. Except as otherwise provided herein, the notices and quorum rules required by the Companies Law shall

apply with respect to all meetings of Partners, as well as with respect to the conduct of such meetings.

(c) Voting; Proxy. On any matters subject to a vote, each Share of any Class shall be entitled to one vote, in compliance

with Luxembourg law and these Articles of Association. Only full Shares are entitled to vote. Each Partner may act at any
general meeting by appointing another Person, whether a Partner or not, as its proxy in writing whether in original or
by facsimile. Each Partner participating in a meeting by conference-call, video-conference or by any other means of com-
munication which allow such Partner's identification and which allow all participants in the meeting to hear each is deemed
to be present for all purposes. Each Partner may also vote at a meeting of Partners through a signed voting form sent by
mail, facsimile, email or by any other means of communication to the Partnership's registered office or to the address
specified in the convening notice. The Partners may only use voting forms provided by the Partnership which contain at
least the place, date and time of the meeting, the agenda of the meeting, the proposals submitted to the resolution of the
meeting as well as for each proposal three boxes allowing the Partner to vote in favor of or against the proposed resolution
or to abstain from voting thereon by marking the appropriate box with a cross. The Partnership will only take into account
voting forms received prior to the meeting which they relate to.

(d) General Meetings of Partners.
(i) Call for Meetings. In addition to the Annual Meeting, (x) the General Partner may convene other general meetings

of Partners and (y) Limited Partners representing 10% in Interest may also request the General Partner to call a general
meeting of Partners. Such other general meetings of Partners shall be held at such places and times as may be specified
in the respective notices of the meeting, which shall be sent by the General Partner to each Limited Partner at least fifteen
days prior to the date of such meeting, and in accordance with Luxembourg law requirements.

(ii) Agenda and Presence. Any notice calling for a general meeting shall set forth the agenda thereof. If all Partners 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.

(iii) Procedure. The General Partner may determine all other conditions which must be fulfilled by each Partner in

order to attend a general meeting of Partners. All meetings shall be chaired by the General Partner or by any other Person
designated by the general meeting for such purpose. The chairman of such meeting shall designate a secretary who may
be instructed to keep the minutes of the general meeting of Partners as well as to carry out such administrative and other
duties as directed from time to time by the chairman. The business transacted at any meeting of the Partners shall be
limited to the matters contained in the agenda (which shall include all matters required by law) and business incidental

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to such matters. Unless otherwise provided for in these Articles of Association, any resolution of the general meeting of
Partners shall require, in addition to the Majority (or other specified percentage) in Interest, the positive vote of the
General Partner.

(iv) Class Resolutions. Any resolution of the general meeting of Partners affecting the rights of the holders of Shares

of any Class vis-à-vis the rights of the holders of Shares of any other Class/es, shall be subject in respect of each Class to
a quorum of a Majority in Interest of Shares of such Class/es and, except as otherwise provided herein or as mandated
by applicable law, the approval by at least a Majority in Interest of Limited Partners in such Class, provided that any such
resolution shall validly be adopted only with the consent of the General Partner and provided, further, that resolutions
relating to the amendment of these Articles of Association shall be subject to Section 14.1(a), including the approval of
the General Partner except in the case of Section 5.5(e).

(e) Meeting in connection with Change or Removal of the General Partner. In the event that a general meeting is

convened to resolve upon the change of the General Partner, the General Partner shall have no right to vote and shall
only be entitled to inform the Limited Partners' meeting of its opinion on the relevant resolution.

(f) General Meetings of Class(es).
(i) In addition to Section 5.5(d)(iv), the Limited Partners of any Class may hold, at any time, general meetings of Limited

Partners of the relevant Class to decide on any matter which relates exclusively to such Class upon proposal of the
General Partner.

(ii) The provisions of Section 5.5(d) shall apply to such general meetings of Limited Partners, mutatis mutandis. Unless

otherwise provided by law or herein, resolutions of the general meeting of Limited Partners of a Class shall be subject
to the approval by at least a Majority in Interest of Limited Partners in such Class and the approval of the General Partner.

5.6 Other Activities of Limited Partners. Each Partner agrees that, subject to the obligations of each Limited Partner

pursuant to these Articles of Association, any Limited Partner and its respective partners, members, officers, directors,
employees and Affiliates may invest, participate, or engage in (for their own accounts or for the accounts of others), or
may possess an interest in, other financial ventures and investment and professional activities of every kind, nature and
description, independently or with others, including but not limited to: management of other limited partnerships or
investment vehicles; investments in, financing, acquisition or disposition of, securities; investment and management coun-
seling; providing brokerage and investment banking services; or serving as officers, directors, managers, consultants,
advisers or agents of any company, partners of any partnership, or trustees of any trust (and may receive fees, commis-
sions, remuneration or reimbursement of expenses in connection with these activities), any of which activities are carried
out in the ordinary course as a function of the regular business activities of such Limited Partner or its Affiliates, separate
and apart from its status as a Limited Partner in the Partnership. Each Partner agrees that none of the Partnership or any
Partner shall have any rights in or to activities permitted by this Section 5.6 or to any fees, income, profits or goodwill
derived therefrom.

5.7 Bankruptcy, Dissolution or Withdrawal of a Limited Partner. The bankruptcy, dissolution or withdrawal of a Limited

Partner shall not in and of itself dissolve or terminate the Partnership. No Limited Partner shall withdraw from the
Partnership prior to the dissolution of the Partnership except pursuant to Section 12.1.

Art. 6. Investments.
6.1 Investments in Portfolio Vehicles.
(a) No Investments After Investment Period. No investments in Portfolio Vehicles will be made by the Partnership,

and no Capital Commitments shall be called to fund Portfolio Investments, following the termination of the Investment
Period, without the approval of the Advisory Committee, provided that, even after the termination of the Investment
Period, such approval of the Advisory Committee shall not be required to the extent that Remaining Capital Commitments
are called from time to time (i) in an amount not exceeding 10% of the aggregate Capital Commitments, for a period not
exceeding fifteen months following the termination of the Investment Period, to complete (x) Follow-On Investments or
(y) other investments reasonably expected to close within 90 days after the expiration of the Investment Period as to
which, as of the end of the Investment Period, the Partnership and the potential portfolio company have signed a letter
of intent, a term sheet or an agreement setting forth, in reasonably definitive form, the material terms and conditions of
such investment, (ii) to cover the Partnership Expenses, including the Management Fee, and (iii) to complete investments
in Portfolio Vehicles as to which commitments were made (x) as of the end of the Investment Period, (y) within 90 days
after the expiration of the Investment Period or (z) prior to the fifth anniversary of the last day of the month of the Final
Closing, in this last case only in order to replace commitments made in respect of other Portfolio Vehicles which, due
to an earlier-than-anticipated termination of their investment period or other occurrence, are no longer expected to be
completed as previously anticipated.

(b) Co-Investment. Subject to any mandatory applicable law or by-laws provisions, the General Partner at its sole

discretion shall offer to any Limited Partners (in addition to their indirect investment in their capacity as Partners) any
right which allows the maintenance or increase of the shareholdings of the Partnership in its Portfolio Investments and
which the Partnership may not or does not wish to exercise. At any time the General Partner shall provide to one or
more Limited Partners and/or to other strategic investors the opportunity to co-invest with the Partnership in, or provide
financing to, Portfolio Investments, subject to such timing and conditions as the General Partner may impose. Participation
by a Limited Partner in a co-investment opportunity shall be entirely the responsibility and investment decision of such

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Limited Partner, and none of the Partnership, the General Partner, the Investment Advisor or any of their respective
Affiliates shall assume any risk, responsibility or expense, or be deemed to have provided any investment advice, in
connection therewith.

butions held in the name of the Partnership in Temporary Investments, pending the making of Portfolio Investments,
distributions or payment of Partnership Expenses or Organizational Expenses.

6.2 Certain United States Matters.
(a) The General Partner shall
(i) use commercially reasonable efforts to (x) obtain from managers of Portfolio Vehicles that are pooled multiple-

investment vehicles a covenant to structure their investments in portfolio companies and to conduct the operations of
such Portfolio Vehicles in a manner that will not result in the realization by any Tax-Exempt Limited Partners of a sub-
stantial amount of UBTI and (y) structure direct investments in portfolio companies in a manner that will not result in
the realization by any Tax-Exempt Limited Partners of a substantial amount of UBTI, provided in both items (x) and (y)
that neither the making, holding nor disposition of a Portfolio Investment by the Partnership, made solely with sums drawn
down from Partners or earnings thereon, in an entity treated as a corporation for U.S. federal income tax purposes nor
any act required to be carried out pursuant to these Articles of Association shall in any event be deemed to be in violation
of the foregoing requirement; and

(ii) use its best efforts to (x) conduct the operations of the Partnership and structure the Partnership's direct invest-

ments in portfolio companies in a manner that will not cause any non-United States Limited Partners to be deemed, solely
as a result of such Limited Partner's investment in the Partnership, to be engaged in the conduct of a "trade or business
within the United States" within the meaning of section 864(b) of the Code, and (y) obtain from the manager of each
Portfolio Vehicle that is a pooled multiple-investment vehicle a covenant to use its reasonable efforts to structure its
investments in portfolio companies in a manner that will not cause any non-United States Limited Partners to be deemed,
solely as a result of such Limited Partner's investment in the Partnership, to be engaged in such conduct, in each case
other than as a result of the reduction of the Management Fee as a result of Fee Income or a similar provision in a pooled
multiple-investment vehicle relating to reduction of management fees as a result of fees earned by the manager of any
such vehicle or its Affiliates.

For the avoidance of doubt, the General Partner may invest in a pooled multiple-investment vehicle and shall not be

deemed to be in violation of its covenants set forth in this Section 6.2(a) if it invests in pooled multiple-investment vehicles
the managers of which have not agreed to one or more of the covenants set forth in this Section 6.2(a).

(b) The General Partner shall serve as tax matters partner of the Partnership within the meaning of section 6231(a)

(7) of the Code (the "Tax Matters Partner"). At the end of each Fiscal Year of the Partnership, items of income, gain, loss,
deduction and credit for such Fiscal Year shall be allocated among the Partners for U.S. federal income tax purposes in
such manner as the Tax Matters Partner, in its discretion, determines to be consistent with each Partner's interest in the
Partnership. The allocations set forth in these Articles of Association are intended to comply with sections 704(b) and
704(c) of the Code and the Treasury Regulations. If the Tax Matters Partner in its discretion determines that any allo-
cations of items of Partnership income, gain, loss, deduction, and credit pursuant to these Articles of Association do not
satisfy the requirements of such provisions (including the non-recourse deductions requirement of the Treasury Regu-
lations section 1.704-2(i), the minimum gain chargeback requirement of the Treasury Regulations section 1.704-2(i)(4),
and the qualified income offset requirement of the Treasury Regulations section 1.704-1(b)(ii)(d)), then notwithstanding
anything to the contrary contained in these Articles of Association, such items of income, gain, loss, deduction or credit
shall be allocated in such manner as the Tax Matters Partner in its discretion determines to be required by sections 704
(b) and 704(c) of the Code and the Treasury Regulations so as to ensure that, for U.S. federal income tax purposes, the
capital account of each Partner is maintained in accordance with section 704 of the Code and the Treasury Regulations.
To the extent that the Tax Matters Partner in its discretion determines that it would be permissible under sections 704
(b) and (c) of the Code and the Treasury Regulations to make allocations in a subsequent year to offset the effects of the
allocations in the preceding sentence, the Tax Matters Partner in its discretion shall be permitted to do so. If a Partner
unexpectedly receives any adjustments, allocations or distributions described in the Treasury Regulations section 1.704-1
(b)(2)(ii)(d)(4), (5), or (6), and such Partner has a capital account deficit, items of income and gain shall be specially allocated
to such Partner in an amount and manner sufficient to eliminate the capital account deficit as quickly as possible.

Art. 7. Capital commitments; Capital contributions.
7.1 Capital Commitments. Except as otherwise provided herein, each Partner shall make Capital Contributions to the

Partnership in the aggregate up to the amount of its Capital Commitment. Notwithstanding any other provision of these
Articles of Association, the aggregate Capital Commitments of all Limited Partners shall not exceed the aggregate Capital
Commitments of the Partnership indicated in the third sentence of Section 2.1.

7.2 Capital Contributions. The Capital Contributions of the Partners shall be paid in separate Drawdowns in amounts

determined pursuant to the terms of Section 7.2(d), subject to the following terms and conditions:

(a) Timing of Drawdown Notices; Use of Drawdowns. The General Partner shall provide each Partner with a notice

of each Drawdown (a "Drawdown Notice") at least ten calendar days prior to the date on which such Drawdown is due
and payable (the "Drawdown Date"), provided that, in the case of a Drawdown in connection with a Closing, the General

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Partner may provide a Drawdown Notice as late as two Business Days prior to the Drawdown Date, or on such other
time as shall be provided in the Subscription Agreements executed in connection with such Closing. Each Drawdown
shall be used on an as-needed basis for any purpose authorized or contemplated by these Articles of Association.

(b) Contents of Drawdown Notices. Each Drawdown Notice shall, to the knowledge of the General Partner as of the

date thereof, (i) specify the amount of Capital Contributions (determined in accordance with Section 7.2(d) below)
required to be paid by the Limited Partner to which such Drawdown Notice is given and (ii) contain such description of
such Portfolio Investment as the General Partner shall determine is appropriate, including a general description of the
Portfolio Vehicle to be invested into (including the jurisdiction of its registration or incorporation), the Securities expected
to be acquired and the general sector or stage of investment (unless the General Partner determines in its sole discretion
that such disclosure would be contrary to the best interests of the Partnership).

paid by a Partner changes after delivery of a Drawdown Notice (due, for example, to a change in the amount or nature
of the Securities to be acquired by the Partnership or a default by another Partner), the General Partner shall issue a
revised or additional Drawdown Notice to such Partner, provided that the new Drawdown Date shall be at least ten
calendar days after the date that such revised or additional Drawdown Notice is given. Such Partner shall pay any additional
Capital Contribution thereby required no later than the Drawdown Date specified in such revised or additional Draw-
down Notice.

(d) Calculation of Each Partner's Share of a Drawdown. Each Partner shall pay to the Partnership the Capital Contri-

bution determined in accordance with the provisions of the following sentence and specified in the Drawdown Notice
(as the same may be revised), by wire transfer in immediately available funds in euro by 11:00 a.m. (Luxembourg time)
on the date of Drawdown specified in the Drawdown Notice. Except as otherwise provided herein, the required Capital
Contribution of each Partner shall equal the following, in each case up to an amount not to exceed such Partner's
Remaining Capital Commitment:

(i) in the case of a Capital Contribution to be used to make a Portfolio Investment (other than a Follow-On Investment

in an existing Portfolio Vehicle), with respect to each Partner (other than Excused Partners with respect to such Portfolio
Investment), such Partner's pro rata share (based on Remaining Capital Commitments of all the Partners other than
Excused Partners with respect to such Portfolio Investment) of the amount required to make such Portfolio Investment,

(ii) in the case of a Capital Contribution to be used to make a Follow-On Investment in an existing Portfolio Vehicle

or to pay Partnership Expenses (other than the Management Fee) determined by the General Partner to be attributable
to a particular Portfolio Investment, with respect to each Partner, such Partner's pro rata share (based on Remaining
Capital Commitments of all the Partners) of the aggregate amount required to make such Follow-On Investment or pay
such Partnership Expenses,

(iii) in the case of a Capital Contribution to be used to pay Organizational Expenses or Partnership Expenses (other

than the Management Fee or a Partnership Expense described in item (ii) above), such Partner's pro rata share (based on
Capital Commitments of all the Partners) of the amount required to pay such Organizational Expenses or Partnership
Expenses, as the case may be, and

(iv) in the case of a Capital Contribution to be used to pay the Management Fee, with respect to each Limited Partner

other than B Partners or C Partners, such Limited Partner's share of the Management Fee then payable by the Partnership,
calculated as provided in Section 9.2.

(e) Use of Distributable Cash to Fund Partnership Drawdowns. The General Partner may determine in its sole dis-

cretion to retain and use Distributable Cash that otherwise would be distributable to a Partner pursuant to Article VIII
to pay all or part of any Capital Contribution that is required to be made by such Partner, and the amount of such
Distributable Cash so retained shall be deemed for all purposes of these Articles of Association to have been distributed
to such Partner and then recontributed to the Partnership by such Partner as a Capital Contribution and shall thus reduce
such Partner's Remaining Capital Commitment. In the event that the retained amount with respect to any Partner is not
sufficient to cover such Partner's Capital Contribution requirement, the amount necessary to cover the balance of such
Capital Contribution shall be paid by such Partner pursuant to a Drawdown Notice as provided in this Section 7.2. Prior
to or concurrent with the payment of any such Capital Contributions out of retained Distributable Cash, the General
Partner shall provide a notice to each Partner stating the amount to be distributed or deemed to be distributed to such
Partner and the primary source or sources of such Distributable Cash.

(f) Late Payment of Contributions. If any Limited Partner fails to make, in a timely manner, any portion of any Capital

Contribution or any other amount required to be funded by such Limited Partner hereunder, the General Partner, in its
sole discretion, shall have the ability to require that such Limited Partner pays to the Partnership, in addition to such
portion of its Capital Contribution, an amount calculated as interest on such portion of Capital Contribution at a rate
per annum equal to Euribor plus up to 600 basis points, starting from the date of Drawdown specified in the relevant
Drawdown Notice until the date of actual payment of the required Capital Contribution. Such interest payments by a
Limited Partner shall not constitute Capital Contributions and, consequently, such payments shall not reduce the Re-
maining Capital Commitment of such Limited Partner.

7.3 Return of Unused Capital Contributions. If any proposed Portfolio Investment with respect to which funds have

been drawn down is not consummated within a reasonable time following a Drawdown or if the amount of the Drawdown

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U X E M B O U R G

for any proposed Portfolio Investment exceeds the amount necessary to consummate such Portfolio Investment, the
General Partner in its sole discretion may return such funds or such excess Drawdown amount together with any interest
or gains thereon (net of any Partnership Expenses in respect thereof) to the Partners in the same proportions that such
funds were contributed by the Partners and the Remaining Capital Commitment of each Partner shall be increased by
amounts so returned (other than any interest or gains returned), which amounts shall not be treated as Capital Contri-
butions.

7.4 Defaulting Limited Partners.
(a) General. If (i) any Limited Partner, other than an Excused Partner in respect to a Portfolio Investment, fails to make

all or any portion of any Capital Contribution or any other amount required to be funded by such Limited Partner
hereunder, within three Business Days from the relevant Drawdown Date, and such failure continues for fifteen Business
Days after receipt of written notice thereof from the General Partner, or (ii) any Limited Partner purports to Transfer
all or any part of its Limited Shares other than in accordance with these Articles of Association (either case under the
foregoing item (i) or (ii), a "Default"), then such Limited Partner may be designated by the General Partner in its sole
discretion as being in default under these Articles of Association (a "Defaulting Limited Partner") and shall thereafter be
subject to the provisions of this Section 7.4, provided that in the event of a Default by a B Partner or a C Partner, any
determination made by the General Partner with respect to the designation of such B Partner or C Partner as a Defaulting
Limited Partner shall be subject to the approval by the Advisory Committee. The General Partner may, in its sole dis-
cretion, choose not to designate any Limited Partner as a Defaulting Limited Partner and may agree to waive or permit
the cure of any Default by a Partner, subject to such conditions as the General Partner and the Defaulting Limited Partner
may agree upon.

(b) Funding of Defaulted Amount. With respect to any amount that is in Default (the "Defaulted Amount"), the General

Partner may in its sole discretion (i) increase the Capital Contributions of the Partners that have funded the amount
specified in the Drawdown Notice that is the subject of the Default (the "Non-Defaulting Partners") in proportion to,
but not in excess of, their Remaining Capital Commitments to the extent necessary to fund the Defaulted Amount, as
contemplated by Section 7.2(c), and/or (ii) if the Defaulted Amount was to be used to fund a Portfolio Investment, offer
to the Non-Defaulting Partners, subject to such timing and other conditions as the General Partner may impose, the
opportunity to co-invest (other than in their capacity as Partner) in such Portfolio Investment an aggregate amount equal
to the Defaulted Amount, provided that, in the case of item (i) above, if the General Partner determines to admit to the
Partnership a Substitute Limited Partner as described in Section 7.4(c)(i), such Substitute Limited Partner may be required
by the General Partner to contribute to the Partnership an amount equal to the Defaulted Amount (plus interest thereon
at a rate per annum equal to Euribor plus up to 100 basis points) and such amount shall be returned to the Non-Defaulting
Partners that had previously funded the Defaulted Amount, pro rata in accordance with such Non-Defaulting Partners'
Capital Contributions in respect of the Defaulted Amount and, other than for the interest component, such amount shall
increase such Non-Defaulting Partners' Remaining Capital Commitment.

(the "Defaulted Commitment"), the General Partner may in its sole discretion (i) admit to the Partnership a Substitute
Limited Partner to assume all or a portion of the balance of such Defaulted Capital Commitment on such terms and upon
the delivery of such documents as the General Partner determines to be appropriate and/or (ii) offer to such Non-
Defaulting Partners, as the General Partner determines, the opportunity to increase their Remaining Capital Commit-
ments pro rata in accordance with their Capital Commitments (with the right to increase proportionately their respective
Capital Commitments in the event that one or more Non-Defaulting Partners declines such offer), up to an amount equal
in the aggregate to the Defaulted Commitment.

(d) Actions with Respect to Defaulting Limited Partners. The General Partner may in its sole discretion take any or

all of the following actions with respect to a Defaulting Limited Partner: (i) reduce amounts otherwise distributable to
such Defaulting Limited Partner by up to 70% as of the date of such Default, (ii) cause up to 70% of the remaining part
of any future distributions that otherwise would be payable to such Defaulting Limited Partner pursuant to Article VIII
or Section 13.2 to be forfeited, (iii) withhold any such remaining part of any future distributions until the dissolution of
the Partnership, (iv) require such Defaulting Limited Partner to remain fully liable for payment of up to its pro rata share
of Organizational Expenses and Partnership Expenses as if the Default had not occurred and (v) (x) arrange for a transfer
of the Limited Shares of the Defaulting Limited Partner to a Substitute Limited Partner or (y) redeem the Limited Shares
of the Defaulting Limited Partner, at price equal to no less than 30% of the last reported Net Asset Value of such Limited
Shares (adjusted for subsequent distributions or contributions) and each Limited Partner permanently authorizes the
General Partner to act in its name and on its behalf in connection with such transfer or redemption, in the event of a
Default of such Limited Partner. The General Partner may apply amounts otherwise distributable to such Defaulting
Limited Partner in satisfaction of all amounts payable by such Defaulting Limited Partner. In addition, such Defaulting
Limited Partner shall have no further right to make Capital Contributions to participate in any Portfolio Investment and
shall be treated for purposes of Section 7.2 as no longer being a Partner. The General Partner, in its sole discretion, may
charge such Defaulting Limited Partner interest on the Defaulted Amount and any other amounts not timely paid at a
rate per annum equal to Euribor plus up to 1,500 basis points (or the lesser maximum default interest rate allowed by
applicable law) from the date such amounts were due and payable through the date that full payment of such amounts is
actually made or, if such amounts are not paid, through the end of the Term, and to the extent not paid such interest

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U X E M B O U R G

charge may be deducted from amounts otherwise distributable to such Defaulting Limited Partner. Amounts forfeited
and not otherwise applied to the payment of the expenses specified in item (ii) of the first sentence of this Section 7.4
(d) or in Section 7.4(e), plus any interest thereon, shall be distributed to the Non-Defaulting Partners in proportion to
their Capital Commitments. The General Partner shall make such adjustments as it determines to be appropriate to give
effect to the provisions of this Section 7.4.

(e) Other Remedies; Payment of Expenses. The General Partner shall have the right to pursue all legal remedies available

to it with respect to the Default of a Defaulting Limited Partner. Notwithstanding any other provision of these Articles
of Association, each Limited Partner agrees to pay on demand all costs and expenses (including attorneys' fees) incurred
by or on behalf of the Partnership in connection with the enforcement of these Articles of Association against such Partner
sustained as a result of a Default by such Partner and that any such payment shall not constitute a Capital Contribution
to the Partnership. No course of dealing between the General Partner and any Defaulting Limited Partner and no delay
in exercising any right, power or remedy conferred in this Section 7.4 or now or hereafter existing shall operate as a
waiver or otherwise prejudice any such right, waiver or remedy. Each Partner acknowledges by its execution hereof that
it has been admitted to the Partnership in reliance upon its agreement under these Articles of Association that the General
Partner and the Partnership may have no adequate remedy at law for a breach hereof and that damages resulting from a
breach hereof may be impossible to ascertain at the time hereof or of such breach.

(f) Consents. Whenever the vote, consent or decision of a Limited Partner is required or permitted pursuant to these

Articles of Association, a Defaulting Limited Partner shall not be entitled to participate in such vote or consent, or to
make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Limited Partner
were not a Partner.

7.5 Limited Partners Excused from Making Capital Contributions.
(a) Subject to mandatory requirements of Luxembourg law, a Limited Partner will be excused from making a Capital

Contribution to the Partnership, or shall be entitled to a return of Capital Contributions previously made to the Part-
nership and retained pursuant to Section 7.3, in each case in respect of a particular Portfolio Investment, in the event
that either:

(i) such Limited Partner (x) reasonably determines that the making of such investment as described in the relevant

Drawdown Notice (and such Limited Partner's making a Capital Contribution in respect of such investment) is reasonably
likely to have a Material Adverse Effect on such Limited Partner and (y) notifies the General Partner in writing no later
than five Business Days after the date of the relevant Drawdown Notice (or such later date as the General Partner may
determine in its sole discretion) of its intention to avail itself of the provisions of this Section 7.5(a)(i), providing, if so
requested by the General Partner, an opinion of counsel (which counsel and opinion shall be reasonably satisfactory to
the General Partner) to the effect of this Section 7.5(a)(i) (other than as to materiality) as it relates to the determination
by such Limited Partner, and such other reasonable information concerning the circumstances giving rise to the excuse;
or

(ii) the General Partner (x) elects in its sole discretion to excuse such Limited Partner based on a reasonable deter-

mination that such Limited Partner's making a Capital Contribution in respect of such investment is reasonably likely to
have a Material Adverse Effect on the Partnership or the participation of such Limited Partner in such investment would
prevent the Partnership from being able to consummate such investment or would otherwise result in a material increase
in the risk or difficulty to the Partnership of consummating such investment or impose any material filing, tax, regulatory
or other burden to which the Partnership, the General Partner, a Portfolio Vehicle or any Partner or its Affiliates would
not otherwise be subject and (y) advises such Limited Partner in writing, no later than five Business Days after the date
of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 7.5(a)(ii).

(b) The General Partner and the affected Limited Partner shall use their respective commercially reasonable efforts

to alleviate the circumstances described in Sections 7.5(a)(i) or 7.5(a)(ii) and if, as a result of such efforts, such circums-
tances are alleviated, including through a reduction of such Limited Partner's Capital Contribution, the provisions of
Section 7.5(a) shall not apply or shall apply only to the affected portion of such Capital Contribution, as the case may be.
Each Limited Partner agrees that its rights under Section 7.5(a) will be exercised on an investment-by-investment basis
and in good faith, and will not be exercised based on a judgment as to prospective investment results or for the purpose
of improving the investment results of such Limited Partner relative to other Partners. The General Partner may waive
all or any portion of the conditions applicable to Limited Partners set forth in Section 7.5(a).

elect in its sole discretion to make the investment without the participation of such Excused Partner or not to make the
investment, and shall use its best efforts to give maximum effect to this Section 7.5, subject to mandatory Luxembourg
law requirements.

(d) If the General Partner elects to make the investment, the General Partner:
(i) shall re-designate any issued A Shares held by such Excused Partner into Limited Shares of an excused Class (the

"Excused Class"). Each Excused Class shall be specific to a particular Excused Partner and no new Excused Class shall be
created if such Excused Partner is excused from additional Portfolio Investments, and

(ii) may (x) increase the Capital Contributions with respect to such investment from the other Partners in proportion

to their Remaining Capital Commitments to the extent necessary to fund the excused amount, as contemplated by Section

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U X E M B O U R G

7.2(c), and/or (y) offer to such other Partners, as the General Partner shall determine, the opportunity to co-invest (other
than in their capacity as Partners) in such Portfolio Investment an aggregate amount equal to the excused amount,

provided that the operation of this Section 7.5 shall not limit the obligation of any Excused Partner to contribute to

the Partnership the full amount of its Remaining Capital Commitment in respect of all subsequent Portfolio Investments
and all Organizational Expenses and Partnership Expenses.

(e) Limited Shares of an Excused Class shall have terms equivalent to those of non-excused A Shares, except that the

Excused Partner shall not receive any distributions in respect of such Portfolio Investment. Allocations and distributions
made to any re-designated A Shares prior to their re-designation into Limited Shares of an Excused Class shall be deemed
to be allocations and distributions made to such Excused Class of Limited Shares.

(f) If at any time the General Partner determines, after written consultation with the affected Limited Partner and

based on the advice of reputable legal counsel (a copy of which shall be provided to the affected Limited Partner), that
there is a reasonable likelihood that the continuing participation in the Partnership by such Limited Partner (i) would have
a Material Adverse Effect on the General Partner, the other Limited Partners, the Partnership, any Portfolio Vehicle or
any of their respective Affiliates or (ii) would subject the Partnership, any Portfolio Vehicle or any of their respective
Affiliates to material onerous legal, tax or other regulatory requirements that cannot reasonably be avoided without
material adverse consequences to any other Limited Partner, the Partnership, any Portfolio Vehicle, or any of their
respective Affiliates, such Limited Partner will, upon the written request, with the reasonable cooperation of the General
Partner, and after having been provided by the General Partner with a reasonable period to remedy the circumstances
referred to under items (i) and (ii) above, use its best efforts to dispose of such Limited Partner's Limited Shares and
Remaining Capital Commitment, as the case may be, in the Partnership (or such portion of its Limited Shares and Re-
maining Capital Commitment, as the case may be, as the General Partner shall determine is sufficient to prevent or remedy
such Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably
acceptable to such Limited Partner, in a transaction that complies with Section 12.1. The General Partner shall make such
revisions to the Limited Share Register as may be necessary or appropriate to reflect the changes in Partners and Capital
Commitments contemplated by this Section 7.5.

(g) Notwithstanding the foregoing, if the General Partner determines that a Limited Partner has ceased to be or is

found not be a Well-Informed Investor pursuant to Luxembourg law, the General Partner may redeem such Limited
Partner's Limited Shares. The General Partner shall notify the affected Limited Partner of the absence or loss of the status
of Well-Informed Investor and, if such Limited Partner does not recover its status of Well-Informed Investor within 30
days from such notification, the General Partner shall have the right to cause the Partnership to redeem such Limited
Partner's Limited Shares at a price equal to latest reported Net Asset Value of the Limited Shares (adjusted for subsequent
distributions or contributions) less any amount that could be required in order to indemnify the Partnership for any
damages or costs incurred by reason of such compulsory redemption. The General Partner shall make such revisions to
the Limited Share Register as may be necessary or appropriate to reflect the changes in Partners and Capital Commitments
contemplated by this Section 7.5.

7.6 Further Actions. To the extent necessary and in the sole discretion of the General Partner, the General Partner

shall cause these Articles of Association to be amended to reflect as appropriate the occurrence of any of the transactions
referred to in this Article VII or in Article XII as promptly as is practicable after such occurrence.

Art. 8. Distributions; Allocations.
8.1 Distributions Attributable to Portfolio Investments. Except as otherwise provided herein, Distributable Cash at-

tributable to any Portfolio Investment shall be distributed promptly after receipt by the Partnership. Such Distributable
Cash shall initially be apportioned among the Partners in proportion to their Sharing Percentages with respect to such
Portfolio Investment.

100% of any Distributable Cash initially apportioned to each B Partner and C Partner shall be distributed to it.
Distributable Cash apportioned to each A Partner (referred to as "such Limited Partner" in the remaining part of this

Section 8.1) shall be distributed in the following order of priority:

(a) Return of Contributed Capital: First, 100% to such Limited Partner until the cumulative distributions to it (including

any distributions pursuant to Section 8.2) equal 100% of its aggregate contributions to the Partnership, as of that time;

(b) Preferred Return: Second, 100% to such Limited Partner until the cumulative distributions to it equal 100% of its

aggregate contributions to the Partnership plus an 8% Preferred Return;

as the Carried Interest Payments to the B Partners equal 10% of the sum of aggregate distributions made pursuant to
Section 8.1(b) above and to this Section 8.1(c); and

(d) Split: Fourth, (i) 90% to such Limited Partner, and (ii) 10% to the B Partners (pro rata based on their respective

number of B Shares).

Prior to or concurrent with any distribution of Distributable Cash pursuant to this Section 8.1, the General Partner

shall provide a notice to each Limited Partner stating the amount to be distributed or deemed to be distributed to it and
the primary source or sources of such Distributable Cash.

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8.2 Distributions Not Attributable to Portfolio Investments. Except as otherwise provided herein, Distributable Cash

not attributable to a Portfolio Investment shall be distributed to the Partners in proportion to their Capital Contributions.

8.3 General Distribution Provisions.
(a) Timing of Distributions. Distributions of Distributable Cash will be made promptly, and in no event later than 90

days after receipt by the Partnership.

(b) Available Assets. Notwithstanding any other provision of these Articles of Association, distributions shall be made

only to the extent of Available Assets and in compliance with the applicable law and within the limits provided by the SIF
Law.

Article VIII and Article XIII to the Person shown on the Partnership's records as a Partner or to such Person's legal
representatives, or to the Transferee of such Person's right to receive such distributions as provided herein, shall acquit
the Partnership and the General Partner of all liability to any other Person that may be interested in such distribution by
reason of any Transfer of such Person's Shares and Remaining Capital Commitment, as the case may be, in the Partnership
for any reason (including a Transfer of such Shares and Remaining Capital Commitment, as the case may be, by reason
of the death, incompetence, bankruptcy or liquidation of such Person). Subject to Section 8.3(a), a distribution declared
but not paid on a Limited Share for any reason cannot be claimed by the holder of such Limited Share after a period of
five years from the notice given thereof, unless the General Partner has waived or extended such period in respect of all
Limited Shares, and shall otherwise revert after expiry of the period to the relevant Class. The General Partner shall have
power from time to time to take all steps necessary and to authorize such actions on behalf of the Partnership as may
be necessary to perfect such reversion.

(d) Distributions of Securities. Distributions prior to the dissolution of the Partnership shall be made exclusively in

cash. Upon dissolution of the Partnership, distributions may also include Securities. Subject to Section 13.2, Securities
distributed in kind shall be distributed in proportion to the aggregate amounts that would be distributed to each Partner
pursuant to this Section 8.3, such aggregate amounts to be estimated in the good faith judgment of the General Partner,
and if a distribution consists of both cash and Securities or Securities of more than one class (with each lot of Securities
with a separate basis or holding period being treated as a separate class of Securities), each Partner receiving the distri-
bution shall, except to the extent necessary to avoid fractional shares, receive the same proportion of cash and Securities
of each class being distributed.

(e) No Right to Further Distributions. Except as otherwise expressly provided herein, no Partner shall have the right

to demand partial or full redemption of its Shares or to receive any distribution of, or return on, such Partner's Capital
Contributions (including any interests on distributions declared by the Partnership and not yet distributed).

8.4 Final Distribution. The final distributions following dissolution of the Partnership shall be made in accordance with

the provisions of Section 13.2.

8.5 No Withdrawal of Capital. Except as otherwise expressly provided in these Articles of Association, no Partner

shall have the right to withdraw capital from the Partnership or to receive any distribution of or return on such Partner's
Capital Contributions.

8.6 Withholding; Tax.
(a) General. The General Partner shall use reasonable best efforts to structure the investments by the Partnership in

a manner that will minimize anticipated withholding and other taxes imposed on any Limited Partner or its Affiliates by
any jurisdiction other than such Limited Partner's jurisdiction with respect to income or distributions from the Part-
nership. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Partnership
and the General Partner, and each Partner hereby agrees that, to the fullest extent permitted by applicable law, each
other Covered Person shall be similarly indemnified and held harmless out of the Partnership assets pursuant to one or
more separate indemnification agreements with such Covered Person, in each case where such Person is or is deemed
to be the responsible withholding agent for Luxembourg or foreign income tax purposes against all claims, liabilities and
expenses of whatever nature relating to such Covered Person's obligation to withhold and to pay over, or otherwise
pay, any withholding or other taxes payable by the Partnership with respect to such Partner or as a result of such Partner's
participation in the Partnership. If, pursuant to a separate indemnification agreement or otherwise, the Partnership shall
indemnify or be required to indemnify any Covered Person against any claims, liabilities or expenses of whatever nature
relating to such Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other
taxes payable by such Covered Person with respect to such Partner or as a result of any Partner's participation in the
Partnership, such Partner shall pay to the Partnership the amount of the indemnity paid or required to be paid.

(b) Authority to Withhold; Treatment of Withheld Tax. Notwithstanding any other provision of these Articles of

Association, each Partner hereby authorizes the Partnership and the General Partner to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable or required to be deducted by the Partnership or any of its Affiliates
with respect to such Partner or as a result of such Partner's participation in the Partnership. If and to the extent that the
Partnership shall be required to withhold or pay any such withholding or other taxes, such Partner shall be deemed for
all purposes of these Articles of Association to have received a payment from the Partnership as of the time that such
withholding or other tax is required to be paid, which payment shall be deemed to be a distribution of Distributable Cash
with respect to such Partner's Shares in the Partnership to the extent that such Partner (or any successor to such Partner's

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Shares in the Partnership) would have received a cash distribution but for such withholding. To the extent that such
payment exceeds the cash distribution that such Partner would have received but for such withholding, the General
Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the
Partnership of such amount by wire transfer, which payment shall not constitute a Capital Contribution and, consequently,
shall not reduce the Remaining Capital Commitment of such Partner.

statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel, or other
evidence, satisfactory to the General Partner to the effect that a lower rate is applicable or that no withholding is applicable.

Art. 9. Management.
9.1 Authority; Appointment of the Investment Advisor.
(a) The Partnership shall be managed by the General Partner (associé-gérant-commandité) which shall be personally,

indefinitely, jointly and severally liable with the Partnership for all liabilities which cannot be met out of the assets of the
Partnership. The Limited Partners shall refrain from acting in a manner or capacity other than by exercising their rights
as Limited Partners in general meetings and shall be liable to the extent of their Capital Commitments. The General
Partner is vested with the broadest powers to perform all acts of administration and disposition in the Partnership's
interest which are not expressly reserved by the law or by these Articles of Association to the general meeting of Limited
Partners, each time in compliance with the Investment Objectives.

(b) The General Partner, acting on behalf of the Partnership, is hereby authorized to engage an Investment Advisor,

in its sole discretion, to provide investment advisory and portfolio management services, as the case may be, to the
Partnership as follows:

(i) The Investment Advisor shall support the General Partner in managing the operations of the Partnership and, to

the extent determined by the General Partner and in accordance with applicable laws and regulations, the General Partner
shall have the right to determine its functions and responsibilities with respect to the management and the conduct of
the activities of the Partnership, and the selection, management and disposition of the Partnership's investments. The
appointment of the Investment Advisor by the General Partner, acting on behalf of the Partnership, shall not relieve the
General Partner from its obligations to the Partnership hereunder.

(ii) The Investment Advisor shall act in conformity with these Articles of Association and with the instructions and

directions of the General Partner, and in no event shall the Investment Advisor be considered a general partner of the
Partnership by agreement, estoppel, as a result of the performance of its duties or otherwise.

(iii) The engagement by the General Partner, acting on behalf of the Partnership, of the Investment Advisor contem-

plated hereby shall be set forth in a separate investment advisory agreement specifying in further detail the rights and
duties of the Investment Advisor and including the Investment Advisor's undertaking to be bound by the provisions of
Sections 4.3, 4.4, 9.1 and 9.2.

(iv) Notwithstanding anything to the contrary in these Articles of Association and subject to (x) the satisfaction of any

applicable requirements pursuant to Luxembourg law and regulations and any other applicable laws or regulations, as the
case may be and (y) prior notification to the Limited Partners in this respect addressed in accordance with these Articles
of Association, the General Partner may also delegate to the Investment Advisor portfolio management duties with
respect to the Partnership. For the avoidance of doubt, such delegation shall not constitute an amendment to the Articles
of Association when operated pursuant to this Section 9.1.

9.2 Management Fee.
(a) Calculation of the Management Fee. In consideration of the management services referred to in Section 9.1, the

Partnership shall pay an annual management fee (the "Management Fee") to the General Partner (and/or the Investment
Advisor out of the Management Fee, and for such portion of the aggregate Management Fee as shall be determined by
the General Partner), which Management Fee shall be borne by all Limited Partners other than B Partners and C Partners,
(x) beginning as of the Initial Closing or such later date to which the General Partner elects, in its sole discretion, to defer
the beginning of the accrual of the Management Fee, and (y) continuing throughout the Term. The Management Fee shall
be payable semi-annually in advance, commencing on the Initial Closing and on each January 1 and July 1 thereafter (each
a "Payment Date"), and any payment for a period of less than six months shall be adjusted on a pro rata basis according
to the actual number of days during the period.

Subject to any other provisions in these Articles of Association, the annual Management Fee shall be charged in the

amount indicated in the Subscription Agreements.

(b) Each payable semi-annually installment of the Management Fee calculated with respect to each Limited Partner

(other than B Partners or C Partners) shall be reduced, but not below zero, by the sum of:

(i) an amount equal to such Limited Partner's pro rata share (based on Capital Commitments of the Partners) of any

Excess Organizational Expenses paid or payable by the Partnership since the preceding Payment Date, and

(ii) an amount equal to such Limited Partner's pro rata share (based on Capital Contributions of the Partners) of all

Fee Income received since the preceding Payment Date.

To the extent that the Management Fee with respect to any Limited Partner is not reduced as of any given Payment

Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous

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U X E M B O U R G

Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee
with respect to such Limited Partner has been reduced to zero, the excess shall be carried over to the next succeeding
Payment Date (and, if necessary, to one or more subsequent Payment Dates) and applied as a reduction of the Management
Fee with respect to such Limited Partner, but not below zero, for such succeeding Payment Date (or a subsequent Payment
Date). After the expiration of the Term, any such excess that has not been applied to reduce the Management Fee and
is attributable to those Limited Partners that have not previously waived their right to receive their pro rata share of
such excess pursuant to this Section 9.2, shall be paid by the General Partner to the Partnership and distributed to such
Limited Partners in proportion to their Capital Commitment, and shall be taken into account in computing subsequent
distributions pursuant to Sections 8.1 and 13.2. Any Limited Partner may waive its right to its pro rata share of such
excess by notifying the General Partner in writing of its irrevocable election not to receive its pro rata share of such
excess. The General Partner may at any time defer or waive payment to the Investment Advisor of all or any part of any
installment of the Management Fee. None of the General Partner, the Investment Advisor or any of their respective
Affiliates shall receive any additional compensation for its management services to the Partnership referred to in Section
9.1.

Partner (other than B Partners or C Partners) shall be equal to the amount calculated with respect to such Limited Partner
pursuant to Section 9.2(a) and shall be payable as provided in Sections 7.2(d) and 7.2(e). In addition, each Subsequent
Closing Partner shall be required to pay to the Partnership additional amounts calculated as provided in Section 12.2(b)
(iii) as a retroactive installment of management fees, which amounts shall be paid by the Partnership to the General Partner
or the Investment Advisor, as the case may be, pursuant to such Section 12.2(b)(iii).

9.3 Replacement of the Investment Advisor. In the event the management agreement with the Investment Advisor is

terminated prior to the completion of the liquidation of the Partnership, the General Partner may appoint a suitable
Person as a replacement to provide the management services to the Partnership referred to in Section 9.1, provided that,
without the approval of 80% in Interest, the aggregate amount of compensation paid annually by the Partnership to any
such Person for such management and other services shall not exceed the Management Fee calculated pursuant to Section
9.2(a).

Art. 10. Accounting; Reporting.
10.1 Maintenance of Books and Records; Accounts and Accounting Method. The General Partner shall keep or cause

the auditors or agents of the Partnership to keep full and accurate accounts of the transactions of the Partnership in
proper books and records of account which shall set forth all information required by applicable law. Such books and
records shall be available, upon 20 Business Days' notice to the General Partner, for inspection and copying, exclusively
at reasonable times during business hours and without undue disruption to the operations of the Partnership, by a Limited
Partner or its duly authorized agents or representatives for any purpose reasonably related to such Limited Partner's
Limited Shares in the Partnership. The General Partner shall have no obligation to deliver to the Limited Partners (a) any
documents or information relating to other Partners and (b) any other documents or information that the General Partner
believes it is required to keep confidential.

10.2 Audits and Reports.
(a) Financial Reports. The books of account and records of the Partnership shall be audited as of the end of each Fiscal

Year by such a recognized independent public accounting firm ("réviseur d'entreprises agréé") as shall be selected by the
General Partner and paid for by the Partnership. The audit shall fulfill the duties prescribed by the SIF Law. The General
Partner shall use commercially reasonable efforts to prepare and deliver, to each of the Limited Partners, within 120 days
after the end of each Fiscal Year, an audited financial report setting forth as of the end of such Fiscal Year:

(i) a statement of the assets, liabilities and capital of the Partnership as of the end of such Fiscal Year, also including

the indication of the Net Asset Value of the Limited Shares;

(ii) a statement of the net profit or net loss of the Partnership for such Fiscal Year; and
(iii) a statement of the cash flows of the Partnership for such Fiscal Year.
(b) Other Reports. The General Partner shall prepare and mail to each Limited Partner, within (x) 135 days after the

end of each Fiscal Year and (y) 90 days after the end of each other quarterly period, an English narrative summary report
of the Partnership's investment activities during the period covered by such report and such descriptive investment
information for each of the Portfolio Vehicles, including a description of material changes in the financial condition or
results of investments or operations of each Portfolio Vehicle and such other information concerning the Partnership's
investments as the General Partner may determine to provide. The report delivered within 90 days of each June 30 shall
also include the unaudited indication of the Value of each Portfolio Investment and the Net Asset Value of the Limited
Shares.

10.3 Annual Meeting. The General Partner shall cause the Partnership to have a general meeting of the Partners once

each year at 10:00 am on the second Tuesday of June beginning in the year after the year of Initial Closing (the "Annual
Meeting"), and shall give at least 30 days' written notice thereof to each Limited Partner. The General Partner may, at its
sole discretion, decide to hold such annual general meeting at another date and time, provided that such date and time
are expressly referred to in the convening notice to the Partners and are set in accordance with the provisions of
Luxembourg law. The Annual Meeting shall be held at the registered office of the Partnership or at such other place as

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U X E M B O U R G

specified in the notice of the meeting (which may also be a place outside the Grand Duchy of Luxembourg if, in the
absolute discretion of the General Partner, exceptional circumstances should so require). The Partnership's potential
investments will not be submitted for discussion and none of the Limited Partners shall play any role in the Partnership's
governance or participate in the control of the business of the Partnership. Sections 5.5(d)(ii) and (iii) shall also apply to
Annual Meetings.

10.4 Custodian.
(a) The Partnership shall enter into a custodian agreement with a licensed banking or savings institution as defined by

Luxembourg law of April 5, 1993 on the financial sector, as amended (the "Custodian").

(b) The Custodian shall fulfill its duties and responsibilities as provided by the SIF Law.
(c) If the Custodian wishes to resign, the General Partner shall use its reasonable commercial efforts to find a successor

custodian within two months of such resignation. The General Partner may terminate the appointment of, and remove,
the Custodian at any time, provided that such termination and removal shall be subject to the prior acceptance by a
successor custodian appointed by the General Partner to act in the place of the removed Custodian and the approval of
the successor custodian by the competent Luxembourg authorities (CSSF).

10.5 Tax Matters.
(a) Tax Returns. The General Partner shall use its reasonable best efforts to ensure that no Limited Partner is required

to file a tax return in any jurisdiction other than such Limited Partner's jurisdiction as a result of the Partnership's
investments. If the General Partner becomes aware that any Limited Partner or any of its Affiliates is required to pay
income tax with respect to income not derived from the Partnership or to file any tax return in any jurisdiction other
than such Limited Partner's jurisdiction as a result of the Partnership's investments, the General Partner shall promptly
notify the Limited Partner thereof and provide such assistance with respect to such tax payment or filing obligations as
the Limited Partner may reasonably request.

(b) Tax Information. Within 150 days after the end of each Fiscal Year, the General Partner shall furnish to each Limited

Partner (and each other Person that was a Limited Partner during such Fiscal Year or its legal representatives) such
information reasonably requested by such Limited Partner that such Limited Partner may require in order for it or any
of its Affiliates to comply with the applicable income tax reporting obligations with respects to its Limited Shares in the
Partnership. In addition, the General Partner shall use commercially reasonable efforts to provide any Limited Partner
and its Affiliates, upon request and as promptly as practicable, such other information reasonably requested by the Limited
Partner in order to withhold tax or to file tax returns and reports. Any costs or expenses for the organization or provision
of information provided pursuant to this Section 10.5(b) shall be payable by the requesting Limited Partner or Limited
Partners.

taxable year and shall cause to be prepared and filed all tax returns in a timely manner in the jurisdictions in which the
Partnership is required to file such returns pursuant to applicable law.

Art. 11. Indemnification.
11.1 Indemnification of Covered Persons.
(a) General. The Partnership shall and hereby does, to the fullest extent permitted by applicable law, indemnify and

hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages,
losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature,
known or unknown, liquidated or unliquidated ("Claims"), that may accrue to or be incurred by any Covered Person, or
in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be
threatened, relating to or arising out of the investment or other activities of the Partnership, activities undertaken in
connection with the Partnership, or otherwise relating to or arising out of these Articles of Association, including amounts
paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in
connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other
proceeding (a "Proceeding"), whether civil or criminal (all of such Claims, amounts and expenses referred to in this Section
11.1 are referred to collectively as "Damages"), except to the extent that it shall have been determined ultimately by a
court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person,
provided that Claims among the principals or other Affiliates of the General Partner solely relating to or arising out of
the internal affairs of the General Partner shall not be considered investment or other activities of the Partnership and
shall not be covered by the indemnification provisions of this Section 11.1(a). The termination of any Proceeding by
settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating
to such Proceeding arose primarily from Disabling Conduct of any Covered Person.

(b) Contribution. Notwithstanding any other provision of these Articles of Association, at any time and from time to

time prior to the earlier of (x) the third anniversary of the disposition of any Portfolio Investment and (y) the second
anniversary of the last day of the Term, the General Partner may require the Partners to return distributions (it being
understood that, for the purposes of this Section 11.1(b), distributions shall not include distributions that have been used
to increase the Remaining Capital Commitments of the Limited Partners) to the Partnership in an amount sufficient to
satisfy all or any portion of the indemnification obligations of the Partnership pursuant to this Article XI or other liabilities

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U X E M B O U R G

of the Partnership, whether such obligations arise before or after the last day of the Term or, with respect to any Partner,
before or after such Partner's withdrawal from the Partnership, provided that each Partner shall first return distributions
in respect of its share of any such indemnification payment as follows:

(i) if the Claims or Damages arise out of a Portfolio Investment, (x) first, by up to the amount of the Distributable

Cash distributed in connection with such Portfolio Investment, in such amounts as shall result (to the maximum extent
practicable) in each Partner retaining cumulative distributions from the Partnership (net of any returns of distributions
under this Section 11.1 or under Section 13.2(c)) equal to the cumulative amount that would have been distributed to
and retained by such Partner had the amount of such Distributable Cash been, at the time of such distribution, reduced
by the amount of such Claims or Damages, as equitably determined by the General Partner; and (y) thereafter, by the
Partners in proportion to their Sharing Percentages with respect to such Portfolio Investment, or

(ii) in any other circumstances, by the Partners in proportion to their Capital Commitments, provided that, if and to

the extent that the B Partners would have received a lower amount of Carried Interest Payments (or returned a larger
portion of Carried Interest Payments pursuant to Section 13.2(c)) in the event that such returnable distributions had
never been made, the General Partner shall require the B Partners to return the difference between the Carried Interest
Payments actually received and such lower amount (or to return such larger portion of Carried Interest Payments pur-
suant to a new application of Section 13.2(c)).

Any distributions returned pursuant to this Section 11.1(b), and any payments made by a Partner (other than Capital

Contributions) in respect of any Claims or Damages, shall not be treated as Capital Contributions, but shall be treated
as returns of distributions and reductions in Distributable Cash, in making subsequent distributions pursuant to Sections
8.1 and 13.2(b) and in determining the amount that the General Partner and the B Partners are required to contribute
to the Partnership pursuant to Section 13.2(c) (other than for purposes of computing a Limited Partner's preferred return,
which shall be computed based on actual Capital Contributions made and distributions received). Nothing in this Section
11.1(b), either express or implied, is intended or shall be construed to give any Person other than the Partnership or the
Partners any legal or equitable right, remedy or claim under or in respect of this Section 11.1(b) or any provision contained
herein.

the Partnership's assets, hold harmless and release each Covered Person, and authorized to indemnify out of the Part-
nership's assets, hold harmless and release any other Person, in each case pursuant to a separate indemnification
agreement which, in the case of each Covered Person, shall include any provision of these Articles of Association pur-
porting to create or give rise to any right in favor of such Covered Person. It is the express intention of the parties hereto
that the provisions of this Article XI for the indemnification of Covered Persons, as well as any other provision of these
Articles of Association purporting to create or give rise to any right of the Covered Persons, may be relied upon by such
Covered Persons and may be enforced by such Covered Persons (or by the General Partner on behalf of any such Covered
Person, provided that the General Partner shall not have any obligation to so act for or on behalf of any such Covered
Person) against the Partnership pursuant to these Articles of Association or to a separate indemnification agreement, as
if such Covered Persons were original parties hereto.

11.2 Expenses, etc. Expenses (including attorney's fees) incurred by a Covered Person in defense or settlement of any

Claim (other than a claim against such Covered Person by the General Partner on behalf of the Partnership or by a
Majority in Interest) that may be subject to a right of indemnification hereunder may be advanced by the Partnership to
such Covered Person prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered
Person to repay such amount if it shall be determined ultimately by a court of competent jurisdiction that the Covered
Person was not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided
herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be
entitled by contract or as a matter of law or equity and shall extend to such Covered Person's successors, assigns, heirs
and legal representatives. All judgments against the Partnership and either or both of the General Partner or the Invest-
ment Advisor, in respect of which the General Partner or the Investment Advisor is entitled to indemnification, shall first
be satisfied from Partnership assets, including Capital Contributions and any payments under Section 11.1(b), before the
General Partner or the Investment Advisor, as the case may be, is responsible therefor.

11.3 Notices of Claims, etc. Promptly after receipt by a Covered Person of notice of the commencement of any

Proceeding, such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Part-
nership, give written notice to the Partnership of the commencement of such Proceeding, provided that the failure of any
Covered Person to give such notice as provided herein shall not relieve the Partnership of its obligations under this Article
XI except to the extent that the Partnership is actually prejudiced by such failure to give such notice. If any such Proceeding
is brought against a Covered Person (other than a derivative suit in right of the Partnership), the Partnership will be
entitled to participate in and to assume the defense thereof to the extent that the Partnership may wish, with counsel
reasonably satisfactory to such Covered Person. After notice from the Partnership to such Covered Person of the
Partnership's election to assume the defense of such Proceeding, the Partnership will not be liable for expenses subse-
quently incurred by such Covered Person in connection with the defense thereof. The Partnership will not consent to
entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such
Proceeding and the related Claim.

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11.4 Survival of Protection. The provisions of this Article XI shall continue to afford protection to each Covered Person

regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person
became entitled to indemnification under this Article XI and regardless of any subsequent amendment to these Articles
of Association, and no amendment to these Articles of Association shall reduce or restrict the extent to which these
indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

11.5 Other Sources of Recovery. The General Partner shall cause the Partnership to use commercially reasonable

efforts to obtain the funds needed to satisfy its indemnification obligations under Section 11.1(a) from Persons other than
the Partners (for example, out of Partnership assets or pursuant to insurance policies or Portfolio Vehicle indemnification
arrangements) before causing the Partnership to make payments pursuant to Sections 11.1(a) or 11.2 and before requiring
the Partners to return distributions to the Partnership pursuant to Section 11.1(b). Notwithstanding the foregoing, nothing
in this Section 11.5 shall prohibit the General Partner from causing the Partnership to make such payments or requiring
the Partners to return such distributions if the General Partner determines in its sole discretion that the Partnership is
not likely to obtain sufficient funds from such other sources in a timely fashion, or that attempting to obtain such funds
would be futile or not in the best interests of the Partnership (for example, nothing in this Section 11.5 shall require the
General Partner to cause the Partnership to sell any Portfolio Investment before such time as the General Partner shall
determine is advisable).

11.6 Reserves. If the General Partner determines in its sole discretion that it is appropriate or necessary to do so, the

General Partner may cause the Partnership to establish reasonable reserves, escrow accounts or similar accounts to fund
its obligations under this Article XI.

Art. 12. Transfers; Additional limited partners.
12.1 Admission and Substitution of Partners; Assignment; Transfers.
(a) Consent. Except as set forth in this Article XII or in Section 7.4(c), no Additional Limited Partners may be admitted

to, and no Limited Partner may Transfer all or any part of its Limited Shares and Remaining Capital Commitment, as the
case may be, in the Partnership, provided that a Limited Partner may, with the prior written consent of the General
Partner, and upon compliance with this Section 12.1(a) and, if required, with Section 12.1(b) below, Transfer all or a
portion of such Limited Partner's Limited Shares and Remaining Capital Commitment, as the case may be, in the Part-
nership, and provided, further, without limitation, that the General Partner's consent shall be deemed to be reasonably
withheld in connection with any proposed Transfers (x) which would result in the ownership of Limited Shares by any
Person in breach of any law or requirement of any country or governmental authority and any Person which is not qualified
to hold such Limited Shares by virtue of such law or other applicable requirement or if in the opinion of the General
Partner such holding may be detrimental to the Partnership, the Limited Partners at large or a specific Class of Limited
Shares, or (y) if as a result thereof the Partnership may suffer a Material Adverse Effect or become subject to laws (including
without limitation tax laws) other than those of the Grand Duchy of Luxembourg. In the case of any attempted or
purported Transfer of Limited Shares and Remaining Capital Commitment, as the case may be, in the Partnership not in
compliance with these Articles of Association, the transferring Limited Partner may be designated as a Defaulting Limited
Partner pursuant to Section 7.4.

(b) Conditions to Transfer. Any purported Transfer of A Shares and the corresponding Remaining Capital Commit-

ment, as the case may be, in the Partnership by a Limited Partner pursuant to the terms of this Article XII shall, in addition
to requiring the prior written consent referred to in Section 12.1(a), be subject to the satisfaction of the following
conditions:

(i) the Limited Partner that proposes to effect such Transfer (a "Transferring Limited Partner") or the Person to which

such Transfer is to be made (a "Transferee") shall have undertaken to pay all expenses incurred by the Partnership, the
General Partner or the Investment Advisor in connection therewith;

(ii) the Partnership shall have received from the Transferee and, in the case of item (z) below, from the Transferring

Limited Partner to the extent specified by the General Partner, (x) such assignment agreement and other documents,
instruments and certificates as may be requested by the General Partner, pursuant to which such Transferee shall have
agreed to be bound by these Articles of Association, (y) a certificate or agreement to the effect that the representations
set forth in the Subscription Agreement of such Transferring Limited Partner are (except as otherwise disclosed to and
consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer
and (z) such other documents, opinions, instruments and certificates as the General Partner shall have requested;

(iii) such Transferring Limited Partner or Transferee shall, prior to making any such Transfer, have delivered to the

Partnership the opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the General Partner,
described in Section 12.1(c);

(iv) the General Partner shall have been given at least 30 days' prior written notice of the proposed Transfer;
(v) each of the Transferring Limited Partner and the Transferee shall have provided a certificate or representation to

the effect that (x) the proposed Transfer will not be effected on or through a securities exchange or an interdealer
quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers; (y) it is not, and
its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such
as a broker or a dealer, making a market in Shares in the Partnership or (2) a Person that makes available to the public
bid or offer quotes with respect to Shares in the Partnership; and (z) any offers to sell the Transferring Limited Partner's

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Limited Shares and Remaining Capital Commitment, as the case may be, in the Partnership by or on behalf of the Trans-
ferring Limited Partner did not violate any provisions of any applicable securities laws;

(vi) if such Transfer would result in multiple ownership of Limited Shares in the Partnership, the Transferee, upon

request by the General Partner, shall have appointed an agent, trustee or nominee as representing such Limited Shares
transferred for the purpose of receiving all notices which may be given, and all payments which may be made, and exercising
all rights as a Limited Partner, under these Articles of Association; and

(vii) the Transferee qualifies as a Well-Informed Investor, it being understood that the General Partner and the Part-

nership shall not recognize or give effect to any Transfer to any Person which would not qualify as a Well-Informed
Investor.

The General Partner may in its sole discretion waive any or all of the conditions set forth in this Section 12.1(b), other

than the conditions set forth in Sections 12.1(b)(vi) and 12.1 (b)(vii). For the avoidance of doubt, the condition set forth
in Section 12.1(b)(vii) shall apply to all Transfers in accordance with the SIF Law.

shall, unless otherwise specified by the General Partner, be substantially to the effect that:

(i) such Transfer will not cause a material filing, tax, regulatory or other burden to which the Partnership, the General

Partner, the Investment Advisor, a Portfolio Vehicle or any other Partner or its Affiliates would not otherwise be subject;
and

(ii) such Transfer will not violate either these Articles of Association or the laws, rules or regulations of any state or

any governmental authority applicable to the Transferring Limited Partner, the Transferee or such Transfer.

In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates

of the Transferring Limited Partner, the Transferee and the General Partner.

(d) Substitute Limited Partners. A Transferee may be admitted to the Partnership as a substitute Limited Partner of

the Partnership (a "Substitute Limited Partner") only with the consent of the General Partner, which consent may be
withheld in the sole and absolute discretion of the General Partner, including as set forth in Section 7.4(d), and provided
that such Substitute Limited Partner qualifies as Well-Informed Investor. Unless the General Partner, the Transferring
Limited Partner (for the avoidance of doubt, other than in the case when such Transferring Limited Partner is a Defaulting
Limited Partner) and the Transferee otherwise agree, in the event of the admission of a Transferee as a Substitute Limited
Partner, all references herein to the Transferring Limited Partner shall be deemed to apply to such Substitute Limited
Partner, and such Substitute Limited Partner shall succeed to all of the rights and obligations of the Transferring Limited
Partner (for the avoidance of doubt, including when such Transferring Limited Partner is a Defaulting Limited Partner)
hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the
foregoing conditions are satisfied as acknowledged in writing by the General Partner.

(e) Transfers by the General Partner. The General Partner may not Transfer all or any part of its Management Share,

provided that, subject to applicable law, the General Partner may Transfer all or a portion of its Management Share to a
Person directly or indirectly controlled by the General Partner, the Investment Advisor or by the Key Persons in which
the General Partner, the Investment Advisor or the Key Persons, as the case may be, retain 75% of the control and
economic interests. If the General Partner Transfers its Management Share pursuant to this Section 12.1(e), the Transferee
shall be admitted to the Partnership as a replacement general partner, provided that an extraordinary general meeting
shall be convened and shall resolve to amend these Articles of Association in accordance with Section 5.5(d)(iv) and 5.5
(e), and such Transferee shall continue the investment or other activities of the Partnership without dissolution of the
Partnership.

(f) Transfers of B Shares. Notwithstanding the foregoing, Limited Partners may not, without the consent of the Advisory

Committee, Transfer all or any part of their B Shares, provided that they may Transfer (without Advisory Committee
consent) all or any part of their B Shares (i) to the Investment Advisor, the Key Persons and other key professionals
involved in the management or advising of the Partnership and/or any entities of which the Key Persons and such other
key professionals (as well as any relatives thereof to the fourth degree) are the beneficiary holders of at least 80% of any
economic interest, or (ii) for estate planning purposes, and provided, further, that any such Transfer shall be subject to
the conditions referred to in Sections 12.1 (b)(iv), (v), (vi) and (vii).

(g) Transfers in Violation of Articles of Association Not Recognized. Unless effected in accordance with and as per-

mitted by these Articles of Association, no attempted Transfer or substitution shall be recognized by the Partnership,
any purported Transfer or substitution not effected in accordance with and as permitted by these Articles of Association
shall, to the fullest extent permitted by law, be void and the Partnership shall recognize no rights of the purported
Transferee, including the right to receive distributions (directly or indirectly) from the Partnership or to acquire Limited
Shares and Remaining Capital Commitment, as the case may be, in the Partnership.

12.2 Subsequent Closing Partners.
(a) Conditions to Admission. Notwithstanding any provision to the contrary in these Articles of Association, the

General Partner shall have full power and authority to schedule one or more additional Closings on any date not later
than the Final Closing Date (except that such Final Closing Date limitation shall not apply in the case of a Substitute
Limited Partner contemplated by Section 7.4 or 12.1(d)) to admit Additional Limited Partners to the Partnership or to
permit previously admitted Partners to increase their Capital Commitments (Additional Limited Partners and Partners

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U X E M B O U R G

increasing their Capital Commitments being collectively referred to as "Subsequent Closing Partners", and all references
to the admission to the Partnership and the Capital Commitment of a Subsequent Closing Partner being understood to
include the increase in the Capital Commitment and the increased amount of the Capital Commitment, respectively, of
a previously admitted Partner). Prior to admitting any Subsequent Closing Partner to the Partnership, the General Partner
shall have determined in the exercise of its good faith judgment that the following conditions have been satisfied:

(i) The Subsequent Closing Partner shall have executed and delivered such documents, instruments and certificates

and shall have taken such actions as the General Partner shall deem necessary or desirable to effect such admission or
increase, including, if requested, the execution of a Subscription Agreement containing representations and warranties
by the Subsequent Closing Partner that are substantially the same as those made by the previously admitted Limited
Partners in the Subscription Agreements executed at the Initial Closing.

(ii) The Subsequent Closing Partner shall have paid or unconditionally agreed to pay to the Partnership the amounts

specified in Section 12.2(b).

(b) Payments and Adjustments Relating to Subsequent Closing Partners. On the date of its admission to the Partnership,

each Subsequent Closing Partner shall unconditionally agree to contribute to the Partnership the following amounts:

(i) Catch-Up Capital Contributions. Such amounts in respect of its pro rata share of Capital Contributions made by

the previously admitted Partners (other than Capital Contributions in respect of the Management Fee and Portfolio
Investments which have been disposed of prior to the admission of such Subsequent Closing Partner to the Partnership)
(its "Catch-Up Capital Contributions") as shall be determined in good faith by the General Partner to cause such Subse-
quent Closing Partner's Capital Contributions to be the same percentage of the Capital Contributions of all Partners as
its Capital Commitment is of the Capital Commitment of all Partners (and as such amounts may be adjusted by the General
Partner to take into account Capital Contributions in respect of Management Fee payments, Portfolio Investments that
have been disposed of and any distributions made or any other amounts returned to the Partners since the Initial Closing);
plus

(ii) True-Up Amounts. An amount equal to interest (the "True- Up Amount") computed at a rate per annum equal to

Euribor plus 200 basis points on the amounts specified in Section 12.2(b)(i) from the dates on which the Capital Contri-
butions described therein were due pursuant to the relevant Drawdown Notices through the date on which such
Subsequent Closing Partner is admitted to the Partnership; and

(iii) Management Fee. Such amount in respect of the Management Fee that would have been paid with respect to such

Subsequent Closing Partner had it been admitted to the Partnership at the Initial Closing, which amount shall be paid by
the Partnership to the General Partner or the Investment Advisor, as the case may be.

The Catch-Up Capital Contributions shall be drawn down and used to satisfy any then current and subsequent Capital

Contribution obligations of previously admitted Partners with respect to Portfolio Investments, and the True-Up Amount
shall be drawn down and used to satisfy any then current and subsequent Capital Contribution obligations of previously
admitted Partners with respect to the Management Fee. For purposes of Article VII, Catch-Up Capital Contributions shall
be treated as having been made on the date used in accordance with the preceding sentence. Sharing Percentages shall
be adjusted as of the date on which Catch-Up Capital Contributions cause each Subsequent Closing Partner's actual
Capital Contributions to fund the cost of Portfolio Investments to be equal to the percentage that its Capital Commitment
is of all Partners' Capital Commitments (as such percentage may be adjusted by the General Partner to take into account
Portfolio Investments that have been disposed of and any distributions made or any other amounts returned to the
Partners since the Initial Closing), and such Sharing Percentages shall apply to each Portfolio Investment then owned by
the Partnership. The General Partner shall also appropriately adjust the Partners' Capital Contributions, Remaining Capital
Commitments and any other relevant items to give effect to the intent of the foregoing provisions. A Person shall be
deemed admitted to the Partnership as a Subsequent Closing Partner at the time that the foregoing conditions are satisfied
as acknowledged in writing by the General Partner.

Association to the contrary, the General Partner may require any Subsequent Closing Partner to pay part or all of its
Catch-Up Capital Contributions upon its admission to the Partnership. In such instance:

(i) any amount paid by such Subsequent Closing Partner pursuant to Sections 12.2(b)(i) and 12.2(b)(ii) relating to

Portfolio Investments shall be paid by the Partnership promptly after receipt to the previously admitted Partners, pro
rata in accordance with their Capital Contributions used to fund such Portfolio Investments;

(ii) any amount paid by a Subsequent Closing Partner pursuant to Sections 12.2(b)(i) and 12.2(b)(ii) relating to Orga-

nizational Expenses and Partnership Expenses (other than the Management Fee) shall be paid by the Partnership promptly
after receipt to the previously admitted Partners, pro rata in accordance with their Capital Commitments; and

(iii) any amount paid by a Subsequent Closing Partner pursuant to Section 12.2(b)(iii) shall be paid by the Partnership

promptly after receipt to the General Partner or the Investment Advisor, as the case may be.

Neither the admission of a Subsequent Closing Partner nor an increase in the amount of a Subsequent Closing Partner's

Capital Commitment shall be a cause for dissolution of the Partnership. The transactions contemplated by this Section
12.2 shall not require the consent of the Advisory Committee or of any of the Limited Partners.

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Art. 13. Dissolution and Winding up of the partnership.
13.1 Dissolution.
(a) There will be a dissolution of the Partnership and its affairs shall be wound up upon the first to occur of any of the

following events:

(i) the expiration of the Term as provided in Section 1.3;
(ii) the last Business Day of the first Fiscal Year following the end of the Investment Period in which all assets acquired

or agreed to be acquired by the Partnership have been sold or otherwise disposed of;

(iii) in compliance with Section 4.7, the withdrawal, removal (unless a replacement general partner is admitted to the

Partnership in accordance with Section 4.6 or 12.1(e)), bankruptcy or dissolution and commencement of winding up of
the General Partner, or the assignment by the General Partner of its Management Share in the Partnership (other than
to an Affiliate), or the occurrence of any other event that causes the General Partner to cease to be a General Partner
of the Partnership, unless at the time of the occurrence of such event (x) there is at least one other remaining general
partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general
partner) elect to continue the business of the Partnership without dissolution, within 90 days of the occurrence of such
event, or (y) if upon convening a notice sent by an interim manager appointed by a diligent party, the Limited Partners
unanimously elect to continue the business of the Partnership and appoint a new general partner, within fifteen days of
such appointment of the interim manager in compliance with article 112 of the Companies Law;

(iv) at any time upon proposal of the General Partner by a resolution of the general meeting of Partners subject to

the minimum quorum and majority requirements under the Companies Law; or

(v) a resolution of the Partners pursuant to Section 13.1(b).
(b) Whenever the Partnership's share capital falls below two thirds of the minimum capital indicated in Section 2.2(a),

the question of the dissolution of the Partnership shall be referred to a general meeting of Limited Partners convened by
the General Partner. The general meeting of Partners, for which no quorum shall be required, shall decide by simple
majority of the votes of the Limited Shares present and represented at the meeting. Should such meeting not resolve to
dissolve the Partnership, the question of the dissolution of the Partnership shall further be referred to the general meeting
of Partners whenever the share capital falls below one fourth of the minimum capital indicated in Section 2.2(a); in such
an event, the general meeting of Partners shall be held without any quorum requirements and the dissolution may be
decided by the votes of the Partners holding one fourth of the Shares represented at the meeting. Any such general
meeting shall be convened by the General Partner so that it is held within a period of 40 days from the discovery that
the share capital of the Partnership have fallen below two thirds or one fourth of the minimum capital, as the case may
be.

13.2 Distribution Upon Dissolution; Clawback.
(a) Liquidation of Assets. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Part-

nership should occur by reason of Section 13.1(a)(iii), a liquidator or liquidators, who may be individuals or other Persons
and need to be designated by 66.7% in Interest and in accordance with the minimum quorum requirements set forth in
the Companies Law, and approved by the CSSF) shall liquidate all of the assets of the Partnership in an orderly manner.

(b) Application and Distribution of Proceeds of Liquidation and Remaining Assets. The General Partner (or the liqui-

dator(s) referred to in Section 13.2(a)) shall apply the proceeds of the liquidation referred to in Section 13.2(a) and shall
distribute any such proceeds, as follows and in the following order of priority:

(i) First, to (x) creditors in satisfaction of the debts and liabilities of the Partnership, whether by payment thereof or

the making of reasonable provision for payment thereof (other than any loans or advances that may have been made by
any of the Partners to the Partnership), and (y) the expenses of liquidation, whether by payment thereof or the making
of reasonable provision for payment thereof, and (z) the establishment of any reasonable reserves (which may be funded
by a liquidating trust) to be established by the General Partner (or the liquidator(s)) in amounts determined by it to be
necessary for the payment of the Partnership's expenses, liabilities and other obligations (whether fixed or contingent);

(ii) Second, to the Partners, if any, that made loans or advances to the Partnership in satisfaction of such loans and

advances, whether by payment thereof or the making of reasonable provision for payment thereof; and

(iii) Third, to the Partners in accordance with Article VIII.
(c) Clawback. Subject to Section 11.1(b), if, upon liquidation of the Partnership or as of the end of every Fiscal Year

starting after Carried Interest Payments have started to be made to B Partners, after giving effect to all distributions made
pursuant to Article VIII and Section 13.2(b) (to the extent applicable), but before giving effect to this Section 13.2(c), with
respect to any Limited Partner other than a Defaulting Limited Partner, a B Partner or a C Partner, either

(i) the B Partners have received Carried Interest Payments attributable to such Limited Partner that exceed 10% of

the excess of (x) Distributable Cash attributable to Portfolio Investments apportioned to such Limited Partner pursuant
to the second sentence of Section 8.1 over (y) the Capital Contributions of such Limited Partner used to fund the cost
of Portfolio Investments, Organizational Expenses or Partnership Expenses, or

(ii) the distributions received by such Limited Partner pursuant to Sections 8.1(c) and 13.2 (together with any amounts

distributed to such Limited Partner pursuant to Section 8.2 from any earnings on Capital Contributions of such Limited
Partner) are not sufficient to provide such Limited Partner with an 8% Preferred Return,

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U X E M B O U R G

then such B Partners (in each case, pro rata based on their respective number of B Shares) shall contribute to the

Partnership in cash or Securities an amount equal to the greater of (1) the amount of such excess Carried Interest
Payments described in item (i) and (2) the amount of the shortfall described in item (ii), and the Partnership shall, subject
to Section 8.6 and applicable law, distribute such amount contributed by such B Partners to such Limited Partner, provided
that under no circumstances shall such B Partners be required pursuant to this Section 13.2(c) to return an amount
greater than the Carried Interest Payments actually received by such B Partners plus (aa) any tax benefit of such return
of Carried Interest Payments by such B Partners less (bb) any taxes actually paid by them or sums deemed to have been
distributed to them pursuant to Section 8.6, in each case with respect to such Carried Interest Payments, and provided,
further, that the failure by the General Partner to act promptly in order to collect on the foregoing clawback obligations
of the B Partners shall be deemed to constitute Removal Conduct.

(d) Compensation of the Liquidator. The Partnership shall pay the reasonable compensation for the services of the

liquidator, unless (i) an Affiliate remains entitled to the payment of the Management Fee and (ii) the General Partner or
any of its Affiliates serve as liquidators, in which case the General Partner or any such Affiliate shall not receive any
additional compensation for their services as liquidators.

(e) Reporting. During the course of the winding up and liquidation of the assets of the Partnership, the Limited Partners

shall remain entitled to receive periodic reports pursuant to Section 10.2.

13.3 Time for Liquidation, etc. A reasonable time period shall be allowed for the orderly winding up and liquidation

of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the General Partner to seek
to minimize potential losses upon such liquidation.

13.4 Termination. Upon completion of the foregoing, the General Partner (or the liquidator(s) referred to in Section

13.2(a)) shall cause to be executed, filed and published according to applicable law a notice of completion of liquidation,
provided that the winding up of the Partnership will not be deemed complete and such notice of completion of liquidation
has been executed, filed and published by the General Partner (or such liquidator(s)) and provided, further, that any
amounts that have not been claimed by the Partners at the end of the liquidation process will be paid into the Caisse de
Consignations, to be held available for the benefit of the relevant Partners for the period provided by applicable law.

Art. 14. Amendments.
14.1 Amendments.
(a) General. Any modifications of or amendments to these Articles of Association must be adopted in a general meeting

subject to the quorum requirements provided by the Companies Law. In addition, any modifications of or amendments
to these Articles of Association require the written consent of the General Partner, unless such consent is expressly not
required pursuant to these Articles of Association, and the approval of a Majority in Interest, unless otherwise specifically
provided in this Section 14.1 or elsewhere in these Articles of Association.

(b) Certain Authorized Amendments. The General Partner is hereby authorized, without the necessity to obtain the

consent of a Majority in Interest but subject to the quorum and majority requirements set forth in the Companies Law,
to amend these Articles of Association (i) to satisfy any requirements, conditions, guidelines or opinions contained in any
opinion, directive, order, ruling or regulation applicable under Luxembourg law and regulations, compliance with which
the General Partner deems to be in the best interest of the Partnership, (ii) to change the name of the Partnership, (iii)
as may be necessary, to make any amendments to these Articles of Association negotiated with Subsequent Closing
Partners in connection with their admission to the Partnership as Limited Partners, so long as any such amendment does
not adversely affect the interests of the previously admitted Limited Partners, and (;V) to cure any ambiguity or correct
or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof, so long as
any such amendment does not adversely affect the interests of the Limited Partners.

of or amendment to these Articles of Association shall be made that will:

(i) materially and adversely affect the rights of a Limited Partner in a manner that discriminates against such Limited

Partner vis-à-vis the other Limited Partners or increase the Capital Commitment of a Limited Partner without the consent
of such Limited Partner;

(ii) modify or amend the requirement in any provision of these Articles of Association calling for the consent, vote or

approval of a Majority in Interest or other specified percentage in Interest of the Limited Partners, without the consent
of a Majority in Interest or such specified percentage in Interest, as the case may be, of the Limited Partners;

(iii) alter the limited liability of any Limited Partner; or
(iv) change the provisions of this Section 14.1 without the consent of 80% in Interest and, with respect to this Paragraph

(c), without the consent of all Limited Partners.

(d) Notices of Amendments. The General Partner shall use its reasonable efforts to provide the Limited Partners in

compliance with Luxembourg law and, in any case, with no less than fifteen Business Days' prior notice of any proposed
action for amendments requiring the approval of the Limited Partners. Within a reasonable period of time after the
adoption of any material amendment in accordance with this Section 14.1, the General Partner shall send to each Limited
Partner a copy of such amendment or a notice describing such amendment.

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U X E M B O U R G

Art. 15. Miscellaneous.
15.1 Notices. Unless otherwise provided in these Articles of Association, each notice relating to these Articles of

Association shall be in writing and, subject to mandatory requirements of Luxembourg law, shall be delivered (a) in person,
by registered or certified mail or by private courier or (b) by facsimile or other electronic means (including email), with
such confirmation as the sender deems appropriate under the circumstances, including confirmation by telephone to an
officer or other representative of the recipient. All notices to any Limited Partner shall be delivered to such Limited
Partner at its last known address as set forth in the records of the Partnership. All notices to the General Partner shall
be delivered to the General Partner at the Partnership's address. Any Limited Partner may designate a new address for
notices by giving written notice to that effect to the General Partner. The General Partner may designate a new address
for notices by giving written notice to that effect to each of the Limited Partners. Unless otherwise specifically provided
in these Articles of Association, a notice given in accordance with the foregoing item (a) shall be deemed to have been
effectively given three Business Days after such notice is mailed by registered or certified mail, return receipt requested,
and one Business Day after such notice is sent by FedEx or other one-day service provider, to the proper address, or at
the time delivered when delivered in person or by private courier. Any notice to the General Partner or to a Limited
Partner by facsimile or other electronic means (including email) shall be deemed to have been effectively given when sent.

15.2 Table of Contents and Headings. The table of contents and the headings of the articles, sections and subsections

of these Articles of Association are inserted for convenience of reference only and shall not be deemed to constitute a
part hereof or affect the interpretation hereof.

15.3 Successors and Assigns. These Articles of Association shall inure to the benefit of the Partners and the Covered

Persons, and shall be binding upon such Persons, and, subject to Section 12.1, their respective successors, permitted
assigns and, in the case of individual Covered Persons, heirs and legal representatives.

15.4 Severability. Every term and provision of these Articles of Association is intended to be severable. If any term or

provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum
extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of these
Articles of Association.

15.5 Discretion; Determinations of the General Partner. To the fullest extent permitted by law and notwithstanding

any other provision of these Articles of Association or in any other agreement contemplated herein or applicable pro-
visions of law or equity or otherwise, whenever in these Articles of Association the General Partner is permitted or
required to make a decision (a) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude,
the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests,
and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or
any other Person, or (b) in its "good faith" or under another express standard, the General Partner shall act under such
express standard and shall not be subject to any other or different standard. If any questions should arise with respect
to the operation of the Partnership that are not specifically provided for in these Articles of Association, or with respect
to the interpretation of these Articles of Association, the General Partner is hereby authorized to make a final determi-
nation with respect to any such question and to interpret these Articles of Association in good faith having regard to the
interest of all Limited Partners, and its determination and interpretation so made shall be final and binding on all parties.

15.6 Non-Waiver. No provision of these Articles of Association shall be deemed to have been waived unless such

waiver is given in writing, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability
of the party or parties in whose favor such waiver was given.

15.7 Applicable Law; Jurisdiction. These Articles of Association and the rights and obligations of the parties hereunder

shall be governed by and construed and enforced in accordance with Luxembourg law. All matters not governed by these
Articles of Association shall be determined in accordance with the Companies Law and the SIF Law. The General Partner
and each Limited Partner hereby submit to the non exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg
and to the courts of the jurisdiction in which the principal office of the Investment Advisor is located for the resolution
of all matters pertaining to the enforcement and interpretation of these Articles of Association.

15.8 Confidentiality. Each Limited Partner agrees that it shall keep confidential and shall not disclose to any third Person

or use for its own benefit, without the consent of the General Partner, any information with respect to the Partnership
or any Portfolio Vehicle disclosed to such Limited Partner by or on behalf of the Partnership, the General Partner or any
of its Affiliates, provided that a Limited Partner may disclose any such information (a) as has become generally available
to the public other than as a result of the breach of this Section 15.8 by such Limited Partner or any agent or Affiliate of
such Limited Partner, (b) as may be required of such Limited Partner in response to any summons or subpoena or in
connection with any litigation, (c) to the extent necessary in order to comply with any law, order, regulation, ruling or
tax audit applicable to such Limited Partner, (d) if the Limited Partner is a fund of funds (or other multiple investment
vehicle) to such Limited Partner's investors, members or shareholders, as the case may be, provided that such disclosure
shall only be permitted (i) with respect to Portfolio Vehicles level information, and not with respect to any underlying
portfolio investments held by such Portfolio Vehicles and (ii) if the recipient is bound by an equivalent duty of confiden-
tiality, and (e) to its employees and professionals who need to know such information and agree to keep it confidential.
The General Partner may disclose any information concerning the Partnership or the Limited Partners necessary to
comply with applicable laws and regulations, including any anti-money laundering or anti-terrorist laws or regulations, and

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U X E M B O U R G

each Limited Partner shall provide the General Partner, promptly upon request, with all information that the General
Partner reasonably deems necessary to comply with such laws and regulations. The foregoing shall not limit the disclosure
of the tax treatment or tax structure of the Partnership (or any transactions undertaken by the Partnership).

15.9 Survival of Certain Provisions. The obligations of each Partner pursuant to Section 15.8 and Article XI shall survive

the termination or expiration of these Articles of Association and the dissolution, winding up and termination of the
Partnership.

15.10 Partnership's Assets. Except as may otherwise be provided by law in connection with the dissolution, winding

up and liquidation of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to claim
any specific asset(s) forming part of the Partnership's property.

15.11 Entire Agreement. These Articles of Association constitute the entire agreement among the Partners with

respect to the subject matter hereof and supersede any prior agreement or understanding among them with respect to
such subject matter. Notwithstanding the provisions of Section 14.1 or any other provision of these Articles of Associa-
tion, in addition to these Articles of Association, the Limited Partners hereby acknowledge and agree that the General
Partner, on its own behalf or on behalf of the Partnership, may enter into side letters or other written agreements with
any Limited Partner without the consent of any Person, including any other Limited Partner, that has the effect of esta-
blishing rights under, or altering or supplementing the terms hereof, to the extent permitted by applicable law. The Limited
Partners hereby further agree that the terms of any such side letter or other agreement to or with a Limited Partner
shall govern with respect to such Limited Partner notwithstanding the provisions of these Articles of Association, to the
extent permitted by applicable law.

15.12 Compliance with Anti-Money Laundering Requirements. Notwithstanding any other provision of these Articles

of Association to the contrary, the General Partner, in its own name and on behalf of the Partnership, shall be authorized
without the consent of any Person, including any other Partner, to take such action as it determines in its sole discretion
to be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives
or special measures.

15.13 Counsel. Each Limited Partner hereby acknowledges and agrees that any legal counsel retained by the General

Partner in connection with the organization of the Partnership, the offering of Shares in the Partnership, the management
and operation of the Partnership, or any dispute between the General Partner and any Limited Partner, is acting as counsel
to the General Partner and as such does not represent or owe any duty to such Limited Partner or to the Limited Partners
as a group.

15.14 Currency. The term "euro" and the symbol "€", wherever used in these Articles of Association, shall mean the

European currency.

15.15 Further Actions. Each Limited Partner shall execute and deliver such other certificates, agreements and docu-

ments, and take such other actions, as may reasonably be requested by the General Partner in connection with the
formation of the Partnership and the achievement of its purposes or to give effect to the provisions of these Articles of
Association, including any documents that the General Partner deems necessary or appropriate to form, qualify or con-
tinue the Partnership as a limited liability entity in all jurisdictions in which the Partnership conducts or plans to conduct
its investment and other activities and all such agreements, certificates, tax statements and other documents as may be
required to be filed by or on behalf of the Partnership.

Subscription and Payment

The initial share capital of the Partnership is fixed at € 31,001.-represented by 1 (one) management share with a par

value of € 1.- and 310 (three hundred and ten) B Shares with a par value of € 100.- each.

The initial share capital has been subscribed as follows: 1 (one) management share with a par value of € 1,- has been

subscribed and fully paid up by Clearsight Turnaround Fund III GP, S.à r.l. and the 310 (three hundred and ten) B Shares
have been subscribed and partially paid up in cash to the extent of five (5) percent for a total amount of € 1,550.-. It
results that the sum of € 1,551.-is forthwith at the free disposal of the Company, as has been proved to the notary.

Transitional dispositions

The first Fiscal Year shall begin on the date of incorporation of the Partnership and shall end on December 31

2013.

The first Annual Meeting of the Partners shall be held in 2014.
The first annual audited financial report of the Partnership will be the annual audited financial report as of 2013.

Expenses

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

result of its incorporation are estimated to be approximately two thousand two hundred (EUR 2,200.-) Euros.

Resolutions of the shareholders

The incorporating shareholders representing the entire share capital of the Partnership and considering themselves

as duly convened has thereupon passed the following resolutions:

123731

U X E M B O U R G

1. The registered office of the Partnership shall be at E-Building, Pare d'Activité Syrdall, 6 rue Gabriel Lippmann, L-5365

Munsbach, Grand Duchy of Luxembourg.

2. The independent auditor of Deloitte Audit with registered office at 560 rue de Neudorf, L-2220 Luxembourg. The

auditor shall remain in office until the close of annual general meeting approving the accounts of the Partnership as of 31
December 2013.

Whereof the present notarial deed was drawn up in Diekirch, Grand Duchy of Luxembourg, on the day named at the

beginning of this document.

The undersigned notary who understands and speaks English states herewith that upon request of the above-appearing

persons, the present deed is worded in English.

The document having been read to the persons appearing, known to the notary by his name, first name, civil status

and residences, the said persons appearing signed together with the notary the present deed.

Signé: V. HÉMERY, DELOSCH.
Enregistré à Diekirch, le 26 juillet 2013. Relation: DIE/2013/9333. Reçu soixante-quinze (75,-) euros.

Le Receveur

(signé) pd: RECKEN.

Pour expédition conforme, délivrée aux fins de la publication au Mémorial C.

Diekirch, le 31 juillet 2013.

Référence de publication: 2013126383/1993.
(130154063) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Hanota S.A. - SPF, Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-1143 Luxembourg, 2BIS, rue Astrid.

R.C.S. Luxembourg B 8.800.

Extrait des résolutions prises par l'Assemblée Générale Extraordinaire en date du 26 août 2013

1. la démission de Messieurs Fons MANGEN, Jean-Hugues ANTOINE et de Madame Carine REUTER-BONERT de

leur postes d'administrateurs est acceptée. Sont nommés nouveaux administrateurs en leur remplacement Mesdames
Sylvie THEISEN, consultant, Adèle DI IULIO, employée privée et Caterina SCOTTI, docteur en sciences statistiques,
toutes trois demeurant professionnellement au 2bis, rue Astrid à L-1143 Luxembourg. Elles termineront les mandats
venant à échéance à l'Assemblée Générale Statutaire de 2014

2. Le Conseil d'Administration est autorisé de procéder à la nomination d'un de ses membres en tant qu'administrateur

délégué à la gestion journalière de la société avec pouvoir de signature individuelle

3. La démission de la société RAMLUX S.A. en tant que commissaire aux comptes est acceptée. Est nommé nouveau

commissaire aux comptes la société D.S. CORPORATION S.A., ayant son siège social à 2bis, rue Astrid, L-1143 Luxem-
bourg. Elle terminera le mandat venant à échéance à l'Assemblée Générale Statutaire de 2014

4. Le siège social de la société est transféré du 9B, boulevard du Prince Henri, L-1724 Luxembourg au 2bis rue Astrid,

L-1143 Luxembourg.

Extrait des résolutions prises par le Conseil d'Administration en date du 26 août 2013

Madame Sylvie THEISEN, consultant, demeurant professionnellement au 2bis rue Astrid à L-1143 Luxembourg est

nommé administrateur délégué avec pouvoir d'engager la société sous sa seule signature. Elle terminera le mandat venant
à échéance à l'Assemblée Générale Statutaire de 2014.

Pour extrait sincère et conforme
HANOTA S.A. - SPF

Référence de publication: 2013123088/26.
(130149779) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

European Private Equity Portfolio S.A., SICAR, Société Anonyme sous la forme d'une Société d'Investis-

sement en Capital à Risque.

Siège social: L-2220 Luxembourg, 534, rue de Neudorf.

R.C.S. Luxembourg B 132.420.

Aus dem Protokoll der ordentlichen Generalversammlung vom 26. Mai 2008 geht hervor, dass
- das Mandat von Monika Anell bis zur Generalversammlung im Jahr 2014 verlängert wird.

Luxemburg, den 29.08.2013.

Monika Anell / Andreas Diendorf.

Référence de publication: 2013122989/11.
(130149788) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

123732

U X E M B O U R G

Eneris Poland S.A., Société Anonyme.

Siège social: L-5753 Frisange, 43, Parc Lésigny.

R.C.S. Luxembourg B 75.118.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 28 août 2013.

POUR COPIE CONFORME

Référence de publication: 2013122981/11.
(130149336) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Eneris International S.A., Société Anonyme Soparfi.

Siège social: L-5753 Frisange, 43, Parc Lésigny.

R.C.S. Luxembourg B 159.919.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 28 août 2013.

POUR COPIE CONFORME

Référence de publication: 2013122980/11.
(130149337) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

EmixE, EnergyMixx Europe S.A., Société Anonyme.

Siège social: L-5753 Frisange, 43, Parc Lésigny.

R.C.S. Luxembourg B 84.062.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 28 août 2013.

POUR COPIE CONFORME

Référence de publication: 2013122979/11.
(130149338) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Electrum Strategic Metals Eastern Europe S.A., Société Anonyme.

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

R.C.S. Luxembourg B 161.611.

Un Mandataire

Référence de publication: 2013122977/10.
(130149709) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

German Debt S.à r.l., Société à responsabilité limitée.

Siège social: L-2163 Luxembourg, 35, avenue Monterey.

R.C.S. Luxembourg B 150.176.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 29 août 2013.

Léonie GRETHEN.

Référence de publication: 2013123044/10.
(130149636) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

123733

U X E M B O U R G

E.C. S.A. - SPF, Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-2121 Luxembourg, 231, Val des Bons-Malades.

R.C.S. Luxembourg B 30.397.

Luxembourg, le 1

mars 2013.

SG AUDIT SARL

Référence de publication: 2013122975/11.
(130149516) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

I.E. LuxTopCo French N°2 S.à r.l., Société à responsabilité limitée.

Siège social: L-1855 Luxembourg, 47, avenue J.F. Kennedy.

R.C.S. Luxembourg B 132.079.

Signature.

Référence de publication: 2013123098/10.
(130149591) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Hormuz Holding S.A., Société Anonyme.

Siège social: L-2138 Luxembourg, 24, rue Saint Mathieu.

R.C.S. Luxembourg B 59.041.

Les comptes annuels au 30 septembre 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: 2013123095/10.
(130149822) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Holdvest SA, Société Anonyme.

Siège social: L-1840 Luxembourg, 38, boulevard Joseph II.

R.C.S. Luxembourg B 49.277.

FIDUCIAIRE DE LUXEMBOURG
Boulevard Joseph II
L-1840 Luxembourg
Signature

Référence de publication: 2013123093/13.
(130150017) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Immo-Riesenhaff, s.à r.l., Société à responsabilité limitée.

Siège social: L-4940 Bascharage, 4, ZAE Robert Steichen, rue Laangwiss.

R.C.S. Luxembourg B 123.780.

Les comptes annuels au 31.12.2010 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.

Bascharage, le 29 août 2013.

Référence de publication: 2013123112/10.
(130150112) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

123734

U X E M B O U R G

Immo-Riesenhaff, s.à r.l., Société à responsabilité limitée.

Siège social: L-4940 Bascharage, 4, ZAE Robert Steichen, rue Laangwiss.

R.C.S. Luxembourg B 123.780.

Les comptes annuels au 31.12.2009 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.

Bascharage, le 29 août 2013.

Référence de publication: 2013123113/10.
(130150113) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Hormuz Holding S.A., Société Anonyme.

Siège social: L-2138 Luxembourg, 24, rue Saint Mathieu.

R.C.S. Luxembourg B 59.041.

Les comptes annuels au 30 septembre 2011 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: 2013123094/10.
(130149282) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Harmony Concept S.à r.l., Société à responsabilité limitée.

Siège social: L-1621 Luxembourg, 24, rue des Genêts.

R.C.S. Luxembourg B 84.010.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 25 juillet 2013.

Léonie GRETHEN.

Référence de publication: 2013123091/10.
(130149771) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

HPAM China Property Fund, SCA-SICAR, Société en Commandite par Actions sous la forme d'une So-

ciété d'Investissement en Capital à Risque.

Siège social: L-1471 Luxembourg, 412F, route d'Esch.

R.C.S. Luxembourg B 154.999.

Extrait des résolutions prises lors de l'assemblée générale des actionnaires en date du 21 août 2013

Le mandat de la société BDO Audit ayant son siège social au 2 avenue Charles de Gaulle, L-1653 Luxembourg, im-

matriculée au registre de commerce et des sociétés de Luxembourg sous le numéro B 147570, en tant que réviseur
d'entreprises est renouvelé jusqu'à l'assemblée générale annuelle des actionnaires devant se tenir en 2014.

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

Certifié conforme et sincère

Référence de publication: 2013123096/14.
(130149819) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 août 2013.

Serramar Matériaux, S.à r.l., Société à responsabilité limitée.

Siège social: L-4976 Bettange-sur-Mess, 31, rue du Château.

R.C.S. Luxembourg B 153.061.

Les comptes annuels au 31/12/2012 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.
Référence de publication: 2013125067/9.
(130152113) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 septembre 2013.

123735

U X E M B O U R G

Ribamar Costa S.à r.l., Société à responsabilité limitée.

Siège social: L-3254 Bettembourg, 130, route de Luxembourg.

R.C.S. Luxembourg B 77.536.

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.
Référence de publication: 2013125034/9.
(130151920) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 septembre 2013.

Rido Christiane S.à r.l., Société à responsabilité limitée unipersonnelle.

Siège social: L-8551 Noerdange, 6, Batzent.

R.C.S. Luxembourg B 165.823.

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.
Référence de publication: 2013125035/9.
(130151919) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 septembre 2013.

LinguaLex, Société à responsabilité limitée.

Siège social: L-2155 Luxembourg, 144, Mühlenweg.

R.C.S. Luxembourg B 171.709.

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.
Référence de publication: 2013124890/9.
(130152146) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 septembre 2013.

Locaso Exploitation S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1930 Luxembourg, 16A, avenue de la Liberté.

R.C.S. Luxembourg B 88.747.

Extrait des résolutions prises en date du 20 juin 2013

Démission du gérant unique
- CA Consulting International S.A.
Nomination du nouveau gérant pour une durée illimitée
- Dominique DELABY
Né le 8 avril 1955 à Marcq-en-Barœul (F)
Demeurant professionnellement à L-5943 Itzig, 6, rue Jean-Pierre Lanter Transfert du siège social prenant effet au 1

septembre 2013

- L-1930 Luxembourg, 16a, avenue de la Liberté
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2013124922/18.
(130152115) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 septembre 2013.

P.A., Société à responsabilité limitée.

Siège social: L-1420 Luxembourg, 5, avenue Gaston Diderich.

R.C.S. Luxembourg B 137.314.

Le bilan au 31/03/2012 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2013126036/9.
(130153248) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

123736

U X E M B O U R G

Outboard Yachting S.A., Société Anonyme.

Siège social: L-1411 Luxembourg, 2, rue des Dahlias.

R.C.S. Luxembourg B 80.412.

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.
Référence de publication: 2013126035/9.
(130152944) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

OD International (Luxembourg) Finance s.à r.l., Société à responsabilité limitée.

Siège social: L-5365 Munsbach, 6C, rue Gabriel Lippmann.

R.C.S. Luxembourg B 93.853.

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.
Référence de publication: 2013126033/9.
(130153172) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

Regovita Holding, Société à responsabilité limitée.

Siège social: L-1653 Luxembourg, 2, avenue Charles de Gaulle.

R.C.S. Luxembourg B 86.652.

Les comptes annuels au 31 décembre 2011 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.
Référence de publication: 2013126079/9.
(130153141) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

Petitpas Participations S.à r.l., Société à responsabilité limitée.

Siège social: L-4281 Esch-sur-Alzette, 7, rue Portland.

R.C.S. Luxembourg B 149.448.

Les comptes annuels du 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.
Référence de publication: 2013126052/9.
(130153467) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

Paganini S.à r.l., Société à responsabilité limitée.

Siège social: L-8212 Mamer, 28, rue Baerendall.

R.C.S. Luxembourg B 110.605.

Les comptes annuels au 31 décembre 2011 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.
Référence de publication: 2013126056/9.
(130152995) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

Winncare S.A., Société Anonyme.

Siège social: L-2540 Luxembourg, 15, rue Edward Steichen.

R.C.S. Luxembourg B 97.376.

Les comptes annuels au 31 mars 2013 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.
Référence de publication: 2013126252/9.
(130153507) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

123737

U X E M B O U R G

Yanaon, Société Anonyme.

Siège social: L-9530 Wiltz, 24, Grand-rue.

R.C.S. Luxembourg B 114.668.

Les comptes annuels au 31/12/2012 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.
Référence de publication: 2013126255/9.
(130153572) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 septembre 2013.

aec-pro s.a., Société Anonyme.

Siège social: L-5280 Sandweiler, Zone Industrielle Rolach.

R.C.S. Luxembourg B 116.542.

Les comptes annuels au 31 décembre 2011 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.
Référence de publication: 2013126263/9.
(130153836) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Adiant Solar Opportunities I S.A., Société Anonyme.

Siège social: L-2540 Luxembourg, 15, rue Edward Steichen.

R.C.S. Luxembourg B 162.594.

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.
Référence de publication: 2013126276/9.
(130154018) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Immobilière Dostert S.e.n.c., Société en nom collectif.

Siège social: L-7397 Hunsdorf, 7, rue François Dostert.

R.C.S. Luxembourg B 3.271.

Extrait au 05.09.2013

La société en nom collectif Immobilière DOSTERT s.e.n.c. prend acte du décès de Monsieur Ernest DOSTERT qui

occupait la fonction d'associé ainsi que de gérant.

Il est remplacé en sa qualité d'associé par:
Madame DOSTERT Anne, demeurant 11, rue du Cimetière L-7396 Hunsdorf,
Monsieur DOSTERT Michel, demeurant 11, rue du Cimetière L-7396 Hunsdorf,
Monsieur DOSTERT Ben, demeurant 11, rue du Cimetière L-7396 Hunsdorf.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Immobilière DOSTERT senc
FIDUCIAIRE DES P.M.E. S.A.
Signature

Référence de publication: 2013126548/18.
(130153696) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Hôtelière & Services S.A., Société Anonyme.

Siège social: L-1128 Luxembourg, 27, Val Saint André.

R.C.S. Luxembourg B 150.773.

Signature.

Référence de publication: 2013126541/10.
(130153938) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

123738

U X E M B O U R G

Holding d'Investissement et de Placement S.A. - SPF, Société Anonyme - Société de Gestion de Patri-

moine Familial.

Siège social: L-6231 Bech, 1, Becher Millen.

R.C.S. Luxembourg B 75.809.

Les comptes annuels au 31.12.2007 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.
Référence de publication: 2013126539/10.
(130154409) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Holding d'Investissement et de Placement S.A. - SPF, Société Anonyme - Société de Gestion de Patri-

moine Familial.

Siège social: L-6231 Bech, 1, Becher Millen.

R.C.S. Luxembourg B 75.809.

Les comptes annuels au 31.12.2006 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.
Référence de publication: 2013126538/10.
(130154393) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Iceberg Finance Luxembourg S.A., Société Anonyme.

Siège social: L-1946 Luxembourg, 1, rue Louvigny.

R.C.S. Luxembourg B 131.946.

Signature.

Référence de publication: 2013126554/10.
(130153903) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Healthcare Investments S.à r.l., Société à responsabilité limitée.

Siège social: L-1653 Luxembourg, 2, avenue Charles de Gaulle.

R.C.S. Luxembourg B 171.197.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 19 août 2013.

Pour copie conforme
Pour la société
Maître Carlo WERSANDT
Notaire

Référence de publication: 2013126529/14.
(130153741) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Isobel Holding S.à r.l., Société à responsabilité limitée.

Siège social: L-2453 Luxembourg, 2-4, rue Eugène Ruppert.

R.C.S. Luxembourg B 166.165.

Les comptes annuels au 31 Décembre 2011 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.
Référence de publication: 2013126552/9.
(130153928) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

123739

U X E M B O U R G

Groupe Socota Industries, Société Anonyme.

Siège social: L-1116 Luxembourg, 6, rue Adolphe.

R.C.S. Luxembourg B 32.296.

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.
Référence de publication: 2013126523/9.
(130154227) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Groupe Socota Industries, Société Anonyme.

Siège social: L-1116 Luxembourg, 6, rue Adolphe.

R.C.S. Luxembourg B 32.296.

Les comptes annuels au 31 décembre 2011 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.
Référence de publication: 2013126524/9.
(130154228) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Heler S.A., Société Anonyme Soparfi.

Siège social: L-2714 Luxembourg, 6-12, rue du Fort Walllis.

R.C.S. Luxembourg B 58.814.

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.
Référence de publication: 2013126535/9.
(130153833) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

G.R. 43 S.à r.l., Société à responsabilité limitée.

Siège social: L-2350 Luxembourg, 3, rue Jean Piret.

R.C.S. Luxembourg B 162.740.

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.
Référence de publication: 2013126499/9.
(130154086) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

G-Invest SPF S.A., Société Anonyme.

Siège social: L-8041 Strassen, 80, rue des Romains.

R.C.S. Luxembourg B 146.974.

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.
Référence de publication: 2013126500/9.
(130154268) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

Garfin International S.A., Société Anonyme.

Siège social: L-1449 Luxembourg, 18, rue de l'Eau.

R.C.S. Luxembourg B 73.326.

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.
Référence de publication: 2013126511/9.
(130154386) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

123740

U X E M B O U R G

Sogis S.àr.l., Société à responsabilité limitée.

Siège social: L-2350 Luxembourg, 3, rue Jean Piret.

R.C.S. Luxembourg B 58.559.

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.
Référence de publication: 2013126784/9.
(130153990) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 septembre 2013.

D.P. Consult S.A., Société Anonyme.

Siège social: L-4710 Pétange, 156, rue d'Athus.

R.C.S. Luxembourg B 62.455.

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.
Référence de publication: 2013127031/9.
(130154815) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

Delilunch S.à r.l., Société à responsabilité limitée.

Siège social: L-9559 Wiltz, Zone Industrielle Salzbaach.

R.C.S. Luxembourg B 114.774.

Les comptes annuels au 31/12/2012 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.
Référence de publication: 2013127038/9.
(130154602) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

Delisalades Luxembourg SA, Société Anonyme.

Siège social: L-9559 Wiltz, Zone Industrielle Salzbaach.

R.C.S. Luxembourg B 55.688.

Les comptes annuels au 31/12/2012 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.
Référence de publication: 2013127039/9.
(130154613) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

DG-Immo-Invest GmbH, Société à responsabilité limitée.

Siège social: L-6688 Mertert, 1, route du Vin.

R.C.S. Luxembourg B 151.061.

Les comptes annuels au 31/12/2011 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.
Référence de publication: 2013127040/9.
(130155157) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

CEPF Winterberg S.à r.l., Société à responsabilité limitée.

Capital social: EUR 25.000,00.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 172.323.

Extrait des résolutions prises par l'associé unique en date du 28 août 2013

- La démission de Monsieur Michel van Krimpen de sa fonction de gérant de la Société a été acceptée par l'associé

unique avec effet au 9 septembre 2013.

- Est nommé gérant de la Société pour une durée indéterminée avec effet au 9 septembre 2013
* Monsieur Gilles Jacquet, né le 7 février 1964 à Saint-Mard, Belgique, avec adresse professionnelle au 40, avenue

Monterey, L-2163 Luxembourg;

123741

U X E M B O U R G

Luxembourg.

Pour extrait conforme
Pour la Société
Un gérant

Référence de publication: 2013127014/18.
(130155092) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

BP Caplux S.A., Société Anonyme.

Siège social: L-8309 Capellen, Aire de Capellen.

R.C.S. Luxembourg B 72.864.

EXTRAIT

Il résulte du procès verbal de l'Assemblée Générale Ordinaire de la Société qui s'est tenue en date du 22 juin 2012

que:

1) Le mandat de l'administrateur Monsieur Ralf SCHMITT, employé, demeurant à 22, Cité Bommelscheuer - L-4953

HAUTCHARAGE, est renouvelé pour une durée de 6 (six) années, soit jusqu'à l'assemblée générale qui se tiendra en
l'an 2018.

Luxembourg, le 9 septembre 2013.

POUR LE CONSEIL D'ADMINISTRATION
Nicolas SCHAEFFER
Mandataire dépositaire

Référence de publication: 2013126984/17.
(130154989) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

Edgar S.A., Société Anonyme.

Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.

R.C.S. Luxembourg B 126.895.

Extrait du procès-verbal de l’assemblée générale ordinaire du 18 mai 2012

- L’assemblée générale a décidé de renouveler le mandat de l’administrateur-délégué et des administrateurs pour une

durée de 6 ans. Suite à cette décision, le Conseil d'Administration en fonction jusqu'à l'assemblée générale ordinaire de
2018 est composé comme suit:

* DUPLAT Benoît, 178A, avenue Blücher, B-1180 Bruxelles, Administrateur-Délégué
* CARPENTIER DE CHANGY Alec, 98 avenue de Kamerdelle, B-1180 Bruxelles
* HALLEY Olivier, 23 avenue Emile Van Becelaere, B-1060 Bruxelles
- L’assemblée générale a décidé de renouveler le mandat du Commissaire aux Comptes pour une durée de 6 ans. Suite

à cette décision, le Commissaire aux Comptes en fonction jusqu'à l'assemblée générale ordinaire de 2018 est M. Fons
MANGEN, Réviseur d’Entreprises, 147 rue de Warken, L-9088 Ettelbruck.

Pour extrait sincère et conforme
Fons MANGEN

Référence de publication: 2013127064/19.
(130154525) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

CEPF Bavaria Intermediate S.à r.l., Société à responsabilité limitée.

Capital social: EUR 25.000,00.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 172.282.

Extrait des résolutions prises par l'associé unique en date du 28 août 2013

- La démission de Monsieur Michel van Krimpen de sa fonction de gérant de la Société a été acceptée par l'associé

unique avec effet au 9 septembre 2013.

Monterey, L-2163 Luxembourg;

123742

U X E M B O U R G

Luxembourg.

Pour extrait conforme
Pour la Société
Un gérant

Référence de publication: 2013127008/18.
(130155090) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

CEPF Bavaria Parent S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 172.267.

Extrait des résolutions prises par les associés en date du 28 août 2013

- La démission de Monsieur Michel van Krimpen de sa fonction de gérant de la Société a été acceptée par les associés

avec effet au 9 septembre 2013.

Monterey, L-2163 Luxembourg;

Luxembourg.

Pour extrait conforme
Pour la Société
Un gérant

Référence de publication: 2013127009/18.
(130155091) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

BCC Eiffel (Parent) S.à r.l., Société à responsabilité limitée.

Capital social: GBP 15.000,00.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 161.988.

Extrait des résolutions prises par les associés en date du 28 août 2013

- La démission de Monsieur Michel van Krimpen de sa fonction de gérant B de la Société a été acceptée par les associés

avec effet au 9 septembre 2013.

- Est nommé gérant B de la Société pour une durée indéterminée avec effet au 9 septembre 2013
* Monsieur Onno Bouwmeister, né le 26 janvier 1977 à Maarssen, Pays-Bas, avec adresse professionnelle au 40, avenue

Monterey, L-2163 Luxembourg;

Luxembourg.

Pour extrait conforme
Pour la Société
Un gérant

Référence de publication: 2013126977/18.
(130154505) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

BCC Eiffel S.à r.l., Société à responsabilité limitée.

Capital social: GBP 15.000,00.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 161.197.

Extrait des résolutions prises par l’associé unique en date du 28 août 2013

- La démission de Monsieur Michel van Krimpen de sa fonction de gérant B de la Société a été acceptée par l’associé

unique avec effet au 9 septembre 2013.

Monterey, L-2163 Luxembourg;

123743

U X E M B O U R G

Luxembourg.

Pour extrait conforme
Pour la Société
Un gérant

Référence de publication: 2013126978/18.
(130154504) Déposé au registre de commerce et des sociétés de Luxembourg, le 9 septembre 2013.

Lombard Odier Funds III, Société d'Investissement à Capital Variable.

Siège social: L-2520 Luxembourg, 5, allée Scheffer.

R.C.S. Luxembourg B 146.947.

Extrait des résolutions prises lors du Conseil d'Administration du 11 septembre 2013

En date du 11 septembre 2013, le Conseil d'Administration a décidé:
- d'accepter la démission, avec effet au 11 septembre 2013, de Monsieur Alexandre Meyer en qualité d'administrateur.
- de nommer par cooptation Monsieur Johannes Gerardus Simon Maria Straatman (alias Jan Straatman), en tant qu'ad-

ministrateur avec effet au 11 septembre 2013 jusqu'à la prochaine Assemblée Générale Ordinaire prévue en 2014.
L'adresse professionnelle de Monsieur Johannes Gerardus Simon Maria Straatman est Queensberry House, 3 Old Bur-
lington Street, W1S 3AB Londres, Royaume-Uni.

Luxembourg, le 12 septembre 2013.

Pour extrait sincère et conforme
Pour Lombard Odier Funds III
Signature

Référence de publication: 2013129576/18.
(130157966) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 septembre 2013.

Lombard Odier Funds, Société d'Investissement à Capital Variable.

Siège social: L-2520 Luxembourg, 5, allée Scheffer.

R.C.S. Luxembourg B 25.301.

Extrait des résolutions prises lors du Conseil d'Administration du 11 septembre 2013

Luxembourg, le 12 septembre 2013.

Pour extrait sincère et conforme
Pour Lombard Odier Funds
Signature

Référence de publication: 2013129575/18.
(130157968) Déposé au registre de commerce et des sociétés de Luxembourg, le 13 septembre 2013.

Simaci S.A., Société Anonyme.

Siège social: L-2661 Luxembourg, 44, rue de la Vallée.

R.C.S. Luxembourg B 136.216.

Le bilan au 31 décembre 2012 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2013122689/9.
(130149166) Déposé au registre de commerce et des sociétés de Luxembourg, le 28 août 2013.

Editeur:

Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg

Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck

123744

Document Outline

Adiant Solar Opportunities I S.A.

aec-pro s.a.

BCC Eiffel (Parent) S.à r.l.

BCC Eiffel S.à r.l.

BP Caplux S.A.

CEPF Bavaria Intermediate S.à r.l.

CEPF Bavaria Parent S.à r.l.

CEPF Winterberg S.à r.l.

Clearsight Turnaround Fund III (SCA) SICAV-SIF

Delilunch S.à r.l.

Delisalades Luxembourg SA

DG-Immo-Invest GmbH

D.P. Consult S.A.

E.C. S.A. - SPF

Edgar S.A.

Electrum Strategic Metals Eastern Europe S.A.

EnergyMixx Europe S.A.

Eneris International S.A.

Eneris Poland S.A.

Europa Real Estate III S.à r.l.

European Directories Midco S.à r.l.

European Private Equity Portfolio S.A., SICAR

Garfin International S.A.

German Debt S.à r.l.

G-Invest SPF S.A.

G.R. 43 S.à r.l.

Groupe Socota Industries

Hanota S.A. - SPF

Harmony Concept S.à r.l.

Healthcare Investments S.à r.l.

Heler S.A.

Holding d'Investissement et de Placement S.A. - SPF

Holdvest SA

Hormuz Holding S.A.

Hôtelière & Services S.A.

HPAM China Property Fund, SCA-SICAR

Iceberg Finance Luxembourg S.A.

I.E. LuxTopCo French N°2 S.à r.l.

Immobilière Dostert S.e.n.c.

Immo-Riesenhaff, s.à r.l.

Isobel Holding S.à r.l.

LinguaLex

Locaso Exploitation S.à r.l.

Lombard Odier Funds

Lombard Odier Funds III

OD International (Luxembourg) Finance s.à r.l.

Outboard Yachting S.A.

P.A.

Paganini S.à r.l.

Petitpas Participations S.à r.l.

Regovita Holding

Ribamar Costa S.à r.l.

Rido Christiane S.à r.l.

Serramar Matériaux, S.à r.l.

Simaci S.A.

Sogis S.àr.l.

Winncare S.A.

Yanaon