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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° 256

29 janvier 2014

SOMMAIRE

Baumann and Partners - Premium Select

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

12262

Calderon & Ribeiro S.à.r.l. . . . . . . . . . . . . . .

12283

CR Retail S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

12283

Egmont S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

12288

Emwaco A.G. . . . . . . . . . . . . . . . . . . . . . . . . . .

12288

EverKie Arts S.à r.l. . . . . . . . . . . . . . . . . . . . .

12288

Excen Global Holding II S.A. . . . . . . . . . . . .

12288

Excen Global Holding II S.A. . . . . . . . . . . . .

12288

Fouress Systems S.A. . . . . . . . . . . . . . . . . . . .

12288

Iqusarte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12279

IRERE Lake (Luxembourg) . . . . . . . . . . . . . .

12287

IRERE Property Investments (French Offi-

ces) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12287

Kellogg Lux Services Company S.àr.l. . . . .

12280

Luz S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12282

Marathon Les Grandes Jorasses Master . .

12242

Margutta Lux S.à r.l. . . . . . . . . . . . . . . . . . . . .

12285

Marilux S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

12285

Marines Recherches Technologiques . . . . .

12285

Marrow Asset Management S.A. . . . . . . . .

12285

Medvic S.à.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

12284

Meivalux Immobilière S.A. . . . . . . . . . . . . . .

12284

Menuiserie Hermes S. à r.l. . . . . . . . . . . . . .

12285

Merl Invest S.A. . . . . . . . . . . . . . . . . . . . . . . . .

12286

Merpas Co. S.à r.l. . . . . . . . . . . . . . . . . . . . . . .

12282

MSREF Danube Lux Holding II S.à r.l. . . . .

12286

MSREF VI Spirit S.à r.l. . . . . . . . . . . . . . . . . .

12286

MTG Broadcasting S.A. . . . . . . . . . . . . . . . . .

12286

N.C. Management S.à r.l. . . . . . . . . . . . . . . .

12287

New Photo Genius S.A. . . . . . . . . . . . . . . . . .

12279

Oriental Finance S. à r.l. . . . . . . . . . . . . . . . .

12278

Stabulum S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

12287

Stabulum S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

12287

WestSelect . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12262

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U X E M B O U R G

Marathon Les Grandes Jorasses Master, Société en Commandite par Actions.

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

R.C.S. Luxembourg B 179.892.

In the year two thousand and thirteen, on the twenty-fourth day of July;
Before Maître Henri Hellinckx, notary residing in Luxembourg,
was held an extraordinary general meeting of the shareholders (the Meeting) of Marathon Les Grandes Jorasses Master,

in the form of a partnership limited by shares (société en commandite par actions), having its registered office at 6D,
route de Trèves, L-2633 Senningerberg, which registration with the Luxembourg Trade and Companies Register is pend-
ing, incorporated pursuant to a deed of Maître Martine Schaeffer, notary residing in Luxembourg, on 15 July 2013 (the
Company).

The Meeting was opened with Régis Galiotto, notary's clerk residing in Luxembourg, in the chair.
The Chairman appointed as Secretary Veronica Aroutiunian, jurist, residing in Luxembourg.
The Meeting elected as Scrutineer Marjorie André, lawyer, residing in Luxembourg.
The bureau of the Meeting having thus been constituted, the Chairman declared and requested the notary to state

that:

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

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

II. This attendance list shows that the sole (1) management share and the forty one (41) ordinary shares, representing

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

III. The agenda of the Meeting is the following:
1. waiver of the convening notice;
2. full restatement of the articles of association of the Company;
3. acceptation of the resignation of the members of the supervisory board;
4. appointment of Ernst & Young Luxembourg S.A. as auditor of the Company; and
5. miscellaneous.
These facts having been exposed and recognized as true by the Meeting, the Meeting, after deliberation, unanimously

took the following resolutions:

First resolution

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

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

Second resolution

Further to the receipt of the avis de fin d'examen dated 22 July 2013 from the Luxembourg commission de surveillance

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

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

following restatement of the Articles:

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

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

limited partners, "actionnaires commanditaires" (the Limited Shareholders and together with the General Partner the
Shareholders), a corporate partnership limited by shares in the form of a "société en commandite par actions" organised
as a "société d'investissement à capital variable" qualifying as a "fonds d'investissement spécialisé" under the name of
Marathon Les Grandes Jorasses Master Fund SCA SICAV-SIF (hereafter the Fund), governed by the Luxembourg law of
10 August 1915 relating to commercial companies, as amended (the 1915 Law), the Luxembourg law of 13 February 2007
relating to specialised investment funds, as may be amended (the 2007 Law) and the present articles of association (the
Articles).

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

within the boundaries of the municipality by a resolution of the General Partner. The registered office may further be

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U X E M B O U R G

transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of the Shareholders adopted
in the manner required for the amendment of these Articles.

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

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

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

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

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

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

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

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

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

Art. 4. Corporate object.
4.1 The purpose of the Fund is to invest mainly in corporate credit, including high-yield, cross-over, investment grade,

and convertible bonds, bank debt, preferred stocks, distressed debt of companies involving in and out-of-court restruc-
turings or expectations of restructuring, as well as post-restructuring equities and other situational equities.

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

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

Title II - Share capital

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

the total net assets of the Fund. The initial share capital of the Fund upon incorporation amounted to forty-two thousand
United States Dollars (USD 42,000) divided into (i) one (1) voting, non-participating, ordinary management share to be
issued at a subscription price of one thousand United States Dollars (USD 1,000) (the Management Share), (ii) forty-one
(41) non-voting shares, issued at formation at a subscription price of one thousand United States Dollars (USD 1,000)
(the Master Fund Performance Allocation Shares).

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

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

5.3 The Master Fund Performance Allocation Shares are exclusively reserved to the Investment Manager (as hereinafter

defined) and/or any affiliates of the Investment Manager.

5.4 The Ordinary Shares (as defined below) are offered to well-informed investors within the meaning of article 2 of

the 2007 Law (each a Well-Informed Investor).

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

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

Art. 6. Investor Shares.
6.1 Upon formation of the Fund, eight classes of ordinary shares (the Ordinary Shares and together with the Mana-

gement Share and the Master Fund Performance Allocation Shares, the Shares) may be issued to qualifying investors:

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U X E M B O U R G

- the USD Non-Lock-Up Distribution Class Shares.
6.2 The EUR Lock-Up Distribution Class Shares, the EUR Lock-Up Accumulation Class Shares, the EUR Non-Lock-

Up Distribution Class Shares and the EUR Non-Lock-Up Accumulation Class Shares (together, the EUR Classes) will be
denominated in Euros, while the USD Lock-Up Distribution Class Shares, the USD Lock-Up Accumulation Class Shares,
USD Non-Lock-Up Distribution Class Shares and the USD Non-Lock-Up Accumulation Class Shares (together, the USD
Classes) will be denominated in United States Dollars.

6.3 Shares will be designated in series (each a Series), each corresponding to a specific subscriber. The General Partner

will issue a new sub-series of Shares in each class of Shares (each a Sub-Series) on each issue date so that all subscribers
whose applications for the issue of Shares of a particular class that are accepted as of a particular date shall receive Shares
of the same Sub-Series. The purchase price for the Shares of each Series in the USD Classes shall be one thousand United
States Dollars (USD 1,000) per Share. The purchase price for each Series of Shares in the EUR Class shall be one thousand
Euros (EUR 1,000) per Share.

6.4 The General Partner shall issue Shares to Well-informed Investors in accordance with the provisions of the Private

Placement Memorandum.

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

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

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

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

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

Shares. The Fund shall not issue certificates for such inscription.

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

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

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

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

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

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

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

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

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

addresses in the share register.

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

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

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

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

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

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

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U X E M B O U R G

9.4 No additional Management Share may be issued.
9.5 Shares of a Sub-Series received by a subscriber as of a particular date is unique to such subscriber and such date.

Shares of each Series and Sub-Series within a specific Class will have the same characteristics as the Shares of each other
Series of that Class, differing only in respect of their issue date and subscriber and thus in respect of any right or obligation
based on such issue date.

9.6 Shareholders may elect to exchange any Series of Shares in a Class for Shares in a new Series of Shares of a different

Class as of any calendar month-end upon 30 days' prior notice to the General Partner.

9.7 The Fund will issue Shares denominated in either United States Dollars or Euros, but may invest in assets deno-

minated in other currencies. Accordingly, a change in the value of such other currencies relative to the United States
Dollar or the Euro would affect the value of any related Shares to the extent that the Investment Manager is not successful
in hedging currency fluctuations or elects not to engage in currency hedging activities. The Fund may enter into currency
hedging transactions to seek to protect either the United States Dollar or the Euro currency value of the Shares against
fluctuations in the value of the other currencies, and thus seek to minimize fluctuations in the Net Asset Value of the
Shares.

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

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

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

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

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

the conditions set forth by Luxembourg law.

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

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

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

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

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

Partner, which may be granted or withheld in the sole discretion of the General Partner, except that any Shareholder
may transfer its Shares to an affiliate of such Shareholder, subject to the conditions that (i) such transfer does not result
in an adverse legal, regulatory or tax effect on the Fund, the Master Fund, any Shareholder, the General Partner or the
investment manager of both the Fund and the Master Fund (the Investment Manager), (ii) the relevant transferee completes
a subscription document acceptable to the General Partner representing that it meets all relevant eligibility requirements
for an investment in the Fund and (iii) such transfer occurs on a month-end with 30 days prior written notice to the Fund.

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

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

Art. 11. Redemption of Shares.
11.1 Subject to the other restrictions on redemptions set forth in these Articles or in the Private Placement Memo-

randum, on or after the 12

month-end following the initial issuance of a Sub-Series of shares of any of the EUR Lock-

Up Distribution Class Shares, the EUR Lock-Up Accumulation Class Shares, the USD Lock-Up Distribution Class Shares
and the USD Lock-Up Accumulation Class Shares (together, the Lock-Up Class Shares) to a Shareholder, the Shareholder
may elect to redeem all or any portion of such Sub-Series of shares as of the last day of each calendar quarter (each, a
Redemption Date), upon written notice to the Fund given no later 60 days prior to the proposed Redemption Date.
Furthermore, subject to the other restrictions on redemptions set forth in these Articles or in the Private Placement
Memorandum, including the Redemption Fee (as defined below), any of the EUR Non-Lock-Up Distribution Class Shares,
the EUR Non-Lock-Up Accumulation Class Shares, the USD Non-Lock-Up Distribution Class Shares and the USD Non-
Lock-Up Accumulation Class Shares (together, the Non-Lock-Up Class Shares) may be redeemed on the last day of each
calendar quarter following the initial issuance of such Sub-series of Non-Lock-Up Class Shares no later than 40 days
written notice prior to the proposed Redemption Date.

11.2 If a Shareholder redeems all or a portion of its Shares of the Non-Lock-Up Class Shares prior to the 12

month-

end following the initial issuance of such Sub-Series of Shares of the Non-Lock-Up Class Shares, a redemption fee will be
payable to the Fund equal to 5% of the Net Asset Value of such redeemed shares calculated at the time of redemption
(Redemption Fee). On or after the 12

month-end following the initial issuance of a Sub-Series of Shares of the Non-

Lock-Up Class Shares, a Redemption Fee equal to 2% will be payable to the Fund if a Shareholder redeems all or a portion
of its Non-Lock-Up Class Shares on less than 60 days (but no less than 40 days) written notice.

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U X E M B O U R G

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

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

11.4 The General Partner may, in accordance with the Private Placement Memorandum and in its sole discretion,

mandatorily redeem all or any portion of the Shares held by any Shareholder at any time upon 30 days' prior written
notice and may mandatorily redeem all or any portion of the Shares held by any Shareholder upon 10 days' prior written
notice if the General Partner determines, in its sole discretion, that the Fund might otherwise be adversely affected.

11.5 All reasonable costs and expenses associated with any redemption (including costs incurred in connection with

liquidating assets of the Master Fund to meet such redemption) are charged against the net asset value (the Net Asset
Value or NAV) of the redeeming Shareholder's Shares.

11.6 A Shareholder redeeming less than 50% of the aggregate Net Asset Value of its Shares will be paid the proceeds

of such redemption in cash, to the extent liquidity is reasonably available in the Fund's investment portfolio, within 30
days after the applicable Redemption Date. A Shareholder redeeming an amount equal to or greater than 50% of the
aggregate Net Asset Value of its Shares will be paid the proceeds of such redemption in cash, to the extent liquidity is
reasonably available in the Fund's investment portfolio, in accordance with the following schedule: (i) 50% of the proceeds
to be paid within 30 days after the applicable Redemption Date; (ii) 25% of the proceeds to be paid three months from
the payment made in (i); and (iii) the remaining 25% of the proceeds to be paid three months from the payment made in
(ii). Redemption amounts subject to clauses (ii) and (iii) above will remain subject to the investment performance of the
Fund prior to the applicable payment dates. Notwithstanding the forgoing, the Fund may, with the consent of the re-
deeming Shareholder, pay redemption proceeds in whole or in part in securities.

11.7 Shareholders of the Non-Lock-Up Classes have the following additional option for the payment of redemption

proceeds. A Non-Lock-Up Class Shareholder redeeming an amount equal to or greater than 50% of the aggregate Net
Asset Value of its Shares will be paid the proceeds of such redemption in cash in accordance with the following schedule:
(i) 50% of the proceeds to be paid within 30 days after the applicable Redemption Date and (ii) the remaining 50% will
be paid no later than 50 days after the applicable Redemption Date. If a Shareholder of a Non-Lock-Up Class elects this
redemption proceeds payment option, it will be subject to a fee (the Accelerated Redemption Payment Fee) of 5% the
full amount redeemed. Such Shareholder will be charged the Accelerated Redemption Fee, for the benefit of the Fund,
in addition to any other applicable Redemption Fees.

11.8 This additional redemption proceeds right for Shareholders of Non-Lock-Up Class Shares may result, in the case

of significant redemptions by such Shareholders, in a significant increase in the illiquidity of the remaining investment
portfolio.

11.9 Notwithstanding the payment schedules described above, if the General Partner, in consultation with the appli-

cable Shareholder, determines that the Fund's investment portfolio exposure to certain illiquid assets cannot practically
be liquidated without excessive diminution in value based upon the nature of the asset(s) in question and then-current
market conditions, such portion of the redemption proceeds will be excluded from the applicable payment schedule. The
General Partner and the redeeming Shareholder shall mutually agree upon an anticipated timetable of monetization in
respect of such illiquid assets, and the redeemed Shareholder will be entitled to its pro rata share of the proceeds of such
monetization (rather than the value of the corresponding portion of the aggregate redemption proceeds fixed as of the
relevant Redemption Date).

11.10 The General Partner may suspend the right of redemption or postpone the date of payment of redemption

proceeds under certain circumstances as set out in the Private Placement Memorandum.

Title III - Net asset value

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

nistrative Agent under the responsibility of the General Partner.

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

as set forth in the Private Placement Memorandum.

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

applicable to the Fund. The General Partner, in its discretion and in good faith, may permit some other method of valuation
to be used, if it considers that such valuation better reflects the fair value of any asset of the Fund

12.4 The Net Asset Value of the Fund is determined by aggregating the value of all securities and other assets of the

Fund, and subtracting all of the Fund's liabilities. Net Asset Value per class of Shares (or Series within such class, as
applicable) is equal to the amount of the Fund's Net Asset Value allocable to such class (or Series, as applicable). Net
Asset Value per Share is calculated by dividing the Net Asset Value of a Series by the number of Shares of such Series
outstanding. The Fund may suspend the determination of their respective Net Asset Values at any of the times when
redemptions are permitted to be suspended, as described in the Private Placement Memorandum.

12.5 In addition to applying the following principles in valuing the Master Fund's assets, the Administrative Agent is

entitled to rely on any valuations provided or attributed to any asset or liability by the Investment Manager and to consult
with the Fund's counterparties in valuing the Fund's principal transactions:

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U X E M B O U R G

(a) any security which is listed or quoted on any securities exchange or similar electronic system and regularly traded

thereon is valued at its last traded price on the relevant valuation day or, if no trades occurred on such day, at the closing
bid price if held long by the Fund and at the closing offer price if sold short by the Fund, as of the valuation day, and as
adjusted in such manner as the General Partner, in its sole discretion, thinks fit, having regard to the size of the holding,
and where prices are available on more than one exchange or system for a particular security the price is the last traded
price or closing bid or offer price, as the case may be, on the exchange which constitutes the main market for such security
or the one which the General Partner in its sole discretion determines provides the fairest criteria in ascribing a value to
such security;

(b) any security which is not listed or quoted on any securities exchange or similar electronic system or if, being so

listed or quoted, is not regularly traded thereon or in respect of which no prices as described above are available, is
valued at its fair market value as determined in good faith by the General Partner having regard to objective third party
market data (if such data is available and the Investment Manager believes such data reasonably reflects actual trading
prices), dealer quotations, the price at which any recent transaction in the security may have been effected, the size of
the holding having regard to the total amount of such security in issue, and such other factors as the General Partner in
its sole discretion deems relevant in considering a positive or negative adjustment to the valuation;

a financial institution are valued by reference to the most recent official settlement price quoted by that clearing house,
exchange or financial institution. If there is no such price, then the average is taken between the lowest offer price and
the highest bid price at the close of business on any market on which such investments are or can be dealt in or traded,
provided that where such investments are dealt in or traded on more than one market, the General Partner may determine
at its sole discretion which markets shall prevail;

(d) investments, other than securities, including loans and over-the-counter derivatives contracts, which are not dealt

in or traded through a clearing firm or an exchange or through a financial institution are valued on the basis of objective
third party market data (if such data is available and the Investment Manager believes such data reasonably reflects actual
trading prices). If such data is unavailable these investments are valued on the basis of the latest available valuation provided
by the relevant counterparty;

(e) deposits are valued at their cost plus accrued interest;
(f) any value (whether of an investment or cash) not stated in U.S. Dollars are converted into U.S. Dollars at the rate

(whether official or otherwise) which the General Partner in its absolute discretion deems applicable as at the close of
business on the valuation day, having regard, among other things, to any premium or discount which it considers may be
relevant and to costs of exchange;

(g) no value will be assigned to goodwill;
(h) organizational expenses may, for net asset value purposes, be amortized over a period of up to 60 months beginning

on the date the Fund commences operations;

(i) accrued management fees and other fees will be treated as liabilities; and
(j) dividends payable on the Shares after the date as of which the total net assets are being determined to Shareholders

of record prior to such date will be treated as liabilities.

12.6 The General Partner may, at its sole discretion, permit any other method of valuation to be used if it considers

that such method of valuation better reflects value.

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

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

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

suspend the redemption rights or postponed any payment date for any period during which

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

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

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

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

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

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

(n) there exist such other extraordinary circumstances, as determined in good faith by the General Partner (including

without limitation impending NAV termination events under Fund, a trading entity's or an acquisition vehicle's counter-
party agreements), that cause redemptions or such payments to be impracticable under existing economic or market
conditions or conditions relating to the Fund.

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

rights of such Shareholder if the General Partner in good faith deems it necessary to comply with anti-money laundering

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laws and regulations applicable to the Fund, the investment advisor, the investment manager, or any of the Fund's service
providers.

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

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

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

Title IV - Administration

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

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

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

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

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

General Partner by Shareholders representing a majority of 66.66% of the votes cast at a general meeting of Shareholders
where at least 66.66% of the voting rights are represented, on the occurrence of the following events:

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

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

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

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

14.4 No consent of the Managing General Partner is required for such Shareholders' resolution.
14.5 The General Partner may, under its full responsibility, be assisted, while managing the Fund's assets by one or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Art. 20. Indemnification.
20.1 To the fullest extent permitted by law, and as further set out in the Private Placement Memorandum, the General

Partner and each of its affiliates, and their respective members, officers, directors, partners, employees and agents are
fully protected and indemnified by the Fund for costs and expenses incurred by them or any of them in connection with
any action, suit or proceeding arising from any act or omission taken or suffered by any of them for or on behalf of the
Fund (including amounts paid in respect of judgments or fines or in settlement of litigation and expenses, including at-
torneys' fees, reasonably incurred by any of them in connection with any pending or threatened litigation or proceeding);
provided that this indemnity does not extend to conduct by the General Partner, any of its affiliates or their respective
members, officers, directors, employees or agents if it shall have been determined by a court of competent jurisdiction
that any such person engaged in fraud, bad faith, gross negligence (as determined under New York law) or willful mal-
feasance.

20.2 Pursuant to the investment management agreement, to the extent permitted by applicable law and as further set

out in the Private Placement Memorandum, the Fund and the Fund will indemnify and hold harmless the Investment
Manager and its affiliates and any of their respective partners, members, managers, shareholders, officers, directors, agents
or employees (collectively, the Indemnified Persons), from and against any loss, expense, damage or injury, including,
without limitation, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses permitted
by law (collectively, Indemnified Losses), incurred in connection with the defense of any actual or threatened action, suit,
proceeding or claim, which Indemnified Losses are suffered or sustained by reason of any acts, omissions or alleged acts
or omissions arising out of or in connection with the Fund, the Master Fund or any related management agreement, or
by reason of such person being or having been an Indemnified Person unless such Indemnified Loss was the result of the
fraud, bad faith, gross negligence (as determined pursuant to New York law) or willful misconduct of such Indemnified
Person. Any such indemnification shall only be from the assets of the Fund or the Fund.

Title V - General meetings of Shareholders

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

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

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

holder to a vote at a General Meeting.

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

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

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

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

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

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

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

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

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

a General Meeting.

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

order to be represented at any General Meeting.

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

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

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

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

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

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

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

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

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

consent of the Shareholders.

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

such purpose by the General Partner.

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

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

Title VII - Accounts - Distributions

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

of December of the same year.

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

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

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

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

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

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

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

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

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Art. 28. Distributions.
28.1 Following the end of each calendar quarter, after paying all applicable expenses and fees, the Fund will make a

distribution (each, a Dividend) to holders of the Distribution Classes of Shares in an amount of available cash equal to
the amount of mark-to-market profits for such calendar quarter attributable to Shares of the USD Distribution Class or
EUR Distribution Class (together, the Distribution Classes).

28.2 No Dividend will be declared or paid in respect of a Share unless the Net Asset Value of such Share at the end

of the applicable calendar quarter is greater than the Net Asset Value as of the beginning of the calendar quarter as
adjusted for subscriptions, redemptions or any Dividends. Further, Dividends will only be paid to extent that cash is
available to the Fund, taking into consideration (i) reserves for potential expenses and (ii) potential investments under
active consideration by the Investment Manager on behalf of the Fund.

28.3 Dividends will be paid pro rata based on each Share's Net Asset Value per Share.
28.4 Distributions, if any, may be made in cash or, with the consent of the redeeming Shareholder, in kind.
28.5 No distribution may be made which would result in the NAV of the Fund to fall below the minimum capital

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

Title VIII - Dissolution - Liquidation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Title IX - General

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

Law.

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

unanimous consent of all Shareholders.

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

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

Third resolution

The Meeting resolves to accept the resignation of the members of the supervisory board listed below:
- Marathon Les Grandes Jorasses GP, LLC;
- Gregory Resnick; and
- Andrew Rabinowitz.

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Fourth resolution

The Meeting resolves to appoint Ernst & Young Luxembourg S.A., having its registered office in 7, rue Gabriel Lippmann,

L-5365 Munsbach, Grand-Duchy of Luxembourg, as independant auditor of the Company.

Expenses

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

result of its formation are estimated at approximately two thousand Euros (€ 2,000.-).

Declaration

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

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

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

notary the present original deed.

Suit la traduction du texte qui précède:

L'an deux mille treize, le vingt-quatrième jour de juillet.
Par-devant nous, Maître Henri Hellinckx, notaire de résidence à Luxembourg, Grand-Duché de Luxembourg,
S'est tenue une assemblée générale extraordinaire des associés (l'Assemblée) de Marathon Les Grandes Jorasses

Master, une société en commandite par action, dont le siège social se situe au 6D, route de Trèves, L-2633 Senningerberg,
en cours d'immatriculation au Registre du Commerce et des Sociétés de Luxembourg et constituée suivant un acte reçu
par Maître Martine Schaeffer, notaire de résidence à Luxembourg en date du 15 juillet 2013 (la Société).

L'Assemblée est présidée par Régis Galiotto, clerc de notaire, dont l'adresse professionnelle se situe à Luxembourg.
Le Président nomme comme secrétaire, Véronica Aroutiunian, juriste, dont l'adresse professionnelle se situe à Lu-

xembourg.

L'Assemblée élit comme scrutateur, Marjorie André, avocat, dont l'adresse professionnelle se situe à Luxembourg.
Le bureau de l'Assemblée ayant ainsi été constitué, le Président déclare et demande au notaire d'acter que:
Après que l'ordre du jour susmentionné ait été dûment examiné et après délibération, l'Assemblée décide comme

suit:

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

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

II. Il ressort de la liste de présence que la seule (1) Action de Gestion et les quarante-et-une (41) actions ordinaires,

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

III. L'ordre du jour de l'Assemblée est le suivant:
1. Renonciation aux formalités de convocation;
2. Refonte intégrale des statuts de la Société;
3. Acceptation de la démission des membres du Conseil de Surveillance;
4. Nomination d'Ernst & Young Luxembourg S.A. en qualité de réviseur d'entreprises agréé de la Société; et
5. Divers.
Après que l'ordre du jour susmentionné ait été dûment examiné et après délibération, l'Assemblée décide comme

suit:

Première résolution

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

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

Seconde résolution

Suite à la réception de l'avis de fin d'examen en date du 25 juin 2013 envoyé par la commission de surveillance du

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

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

des Statuts:

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U X E M B O U R G

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

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

limited partners, "actionnaires commanditaires" (the Limited Shareholders and together with the General Partner the
Shareholders), a corporate partnership limited by shares in the form of a "société en commandite par actions" organised
as a "société d'investissement à capital variable" qualifying as a "fonds d'investissement spécialisé'" under the name of
Marathon Les Grandes Jorasses Master Fund SCA SICAV-SIF (hereafter the Fund), governed by the Luxembourg law of
10 August 1915 relating to commercial companies, as amended (the 1915 Law), the Luxembourg law of 13 February 2007
relating to specialised investment funds, as may be amended (the 2007 Law) and the present articles of association (the
Articles).

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

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