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					             TETHYS-ALPHEUS INVESTMENT MANAGEMENT B.V.




Tethys-Alpheus Fund
Prospectus

June 2010
                                                TABLE OF CONTENTS

Clause                                                                                                                           Page

1.        Definitions.................................................................................................................... 7
2.        Summary of Tethys – Alpheus Fund ............................................................................ 12
3.        Investment Objectives, Strategy and Restrictions ....................................................... 16
4.        The Fund .................................................................................................................... 16
5.        The Financial Markets Supervision Act ........................................................................ 21
6.        Amendments to the Prospectus and the Terms and Conditions .................................. 22
7.        Fund Management ..................................................................................................... 23
8.        The Depositary ........................................................................................................... 25
9.        The Administrator ...................................................................................................... 25
10.       Prime Broker and Custodian ....................................................................................... 28
11.       Subscriptions .............................................................................................................. 29
12.       Transfer or Encumbrance of Participations ................................................................. 32
13.       Redemptions .............................................................................................................. 33
14.       Valuation.................................................................................................................... 35
15.       Fees, Costs and Expenses ........................................................................................... 37
16.       Distribution Policy ...................................................................................................... 40
17.       Meeting of Participants .............................................................................................. 41
18.       Disclosure of Reports, Financial Statements and Other Information ........................... 42
19.       Dissolution and Liquidation of the Fund...................................................................... 43
20.       Taxation ..................................................................................................................... 44
21.       Other Information ...................................................................................................... 46
22.       Risk Factors ............................................................................................................ - 47 -
Schedule 1 Terms and Conditions........................................................................................ - 54 -




                                                                 -1-
                                         Directory


                                 TETHYS–ALPHEUS FUND

                                            Office
                                       Planetenweg 5
                                    2132 HN Hoofddorp
                                      The Netherlands
                                  Tel: +31 (0)23 55 63 210


Fund Manager                                       Banking Relationship

Tethys–Alpheus Investment Management B.V.          ING Bank N.V.
Planetenweg 5                                      Sort code AMPH 9805
2132 HN Hoofddorp                                  P.O. Box 12280
The Netherlands                                    1100 AG Amsterdam
                                                   The Netherlands


Depositary                                         Prime Broker

Stichting Depositary Tethys – Alpheus Fund         Newedge Group S.A. (UK Branch)
Planetenweg 5                                      10 Bishops Square
2132 HN Hoofddorp                                  E1 6EG London
The Netherlands                                    England




Administrator                                      Custodian

TMF FundAdministrators B.V.                        Newedge Group S.A. (UK Branch)
Westblaak 89                                       10 Bishops Square
3012 KG Rotterdam                                  E1 6EG London
The Netherlands                                    England


Legal and Tax Advisor                              Auditor

Clifford Chance LLP                                Ernst & Young Accountants LLP
Droogbak 1a                                        Wassenaarseweg 801
1013 GE Amsterdam                                  2596 CZ Den Haag
The Netherlands                                    The Netherlands




                                             -2-
                                        Important Notice

Capitalised terms and expressions have the meaning ascribed to them in section 1
(Definitions) of this Prospectus.

Potential investors should review this Prospectus and its ancillary documents carefully and
consult their legal and financial advisers to ascertain possible tax or other issues related to the
purchase, holding or redemption of Participations. The contents of this Prospectus are not to
be construed as an invitation to invest or investment, legal or tax advice. The Participations are
an appropriate investment for professional and other investors who are capable themselves of
evaluating the merits and risks of an investment in the Fund.

Potential investors should review in particular the risk factors set out in section 22 (Risk
Factors) of this Prospectus. The Fund carries a high degree of risk and is suitable only for
persons who can assume the risk of losing their entire investment. There is no guarantee that
the Fund will achieve its investment objective. The value of your investments may fluctuate.
Returns on past investments are no guarantee as to the returns on future investments.

This Prospectus is submitted to you on a confidential basis solely in connection with your
consideration of an investment in Participations. Due to the confidential nature of this
Prospectus, its use for any other purpose might involve serious legal consequences.
Consequently, this Prospectus may not be reproduced, in whole or in part, and may not be
delivered to any person, without the prior written consent of the Fund Manager.

The Fund Manager accepts responsibility for the information contained in this Prospectus. To
the best knowledge and belief of the Fund Manager (which has taken all reasonable care to
ensure that such is the case), the information contained in this Prospectus is in accordance
with the facts and does not omit anything likely to affect the importance of such information.

The information herein is subject to change at any time. Neither the delivery of this Prospectus
nor the offer, issue or sale of Participations will, under any circumstances, constitute a
representation that the information contained in this Prospectus and its ancillary documents is
correct at any time subsequent to the date of this Prospectus as printed on the cover of this
Prospectus.

No person has been authorised to provide any information or make any representation in
connection with the Fund, other than the information and representations contained in this
Prospectus and its ancillary documents. Any such other information or representations, if given
or made, should not be relied upon as having been authorised by the Fund Manager.

The Participations are redeemable at the option of the Participant on certain conditions (as set
out herein and in the Terms and Conditions). Participations cannot be transferred, assigned or
made subject to any pledge, mortgage, usufruct, charge, lien, retention or other encumbrance
without the prior consent of the Fund Manager, which can be withheld without motivation.

The Fund Manager is exempt from licence requirements with respect to its management of the
Fund and the offering of Participations pursuant to the FMSA and the lower rules and


                                               -3-
regulations pursuant thereto. Consequently, the Fund Manager is not subject to supervision by
the AFM or the Dutch Central Bank (De Nederlandsche Bank N.V.). Therefore, neither the Fund
nor the Fund Manager will be included in the public register maintained by the AFM.

This Prospectus will be governed by and construed in accordance with the laws of The
Netherlands. This Prospectus will be published in the English language only. English
translations of Dutch legal terms used in this Prospectus are for convenience only and shall not
influence the Dutch law governed interpretation thereof.

Selling restrictions

The distribution of this Prospectus and the offer, sale and delivery of the Participations in
certain jurisdictions may be restricted by law. No action has been or will be taken to permit the
distribution of this Prospectus in any jurisdiction where any action would be required for such
purpose or where distribution of this Prospectus would be unlawful.

This Prospectus does not constitute an offer for, or an invitation to subscribe to or purchase,
any Participations in any jurisdiction to any person to whom it is unlawful to make such offer
or invitation in such jurisdiction. Persons into whose possession this Prospectus comes are
required to inform themselves about and observe any such restrictions.

The Netherlands

The Participations described herein may not, directly or indirectly, be offered or acquired in
The Netherlands, and this Prospectus may not be circulated in The Netherlands as part of an
initial distribution or at any time thereafter, except

(i)    to qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 of
       the FMSA, as amended from time to time; and/or

(ii)   to investors who acquire Participations against a minimum consideration of EUR 50,000
       or the equivalent thereof in another currency.

The Fund has not been registered for public offer or distribution in The Netherlands and
neither the Fund nor the Manager is licensed under the FMSA. Consequently, neither the Fund
nor the Manager is subject to the prudential and conduct of business supervision of the Dutch
Central Bank (De Nederlandsche Bank N.V.) and the AFM.

Switzerland

The Participations may not be publicly offered, distributed, marketed, sold or advertised,
directly or indirectly, in or from Switzerland. Neither this Prospectus nor any other offering or
marketing material relating to the Fund may be publicly distributed or otherwise made publicly
available in or from Switzerland.

The Participations may only be offered, distributed, marketed, sold or advertised, and this
Prospectus as well as any other offering or marketing material relating to the Fund may only
be distributed or otherwise made available in Switzerland to qualified investors within the


                                              -4-
meaning of the Swiss legislation on collective investment schemes (including but not limited to
the Federal Act on Collective Investment Schemes of June 23, 2006 ("CISA"), the Ordinance on
Collective Investment Schemes of November 22, 2006 ("CISO"), and the FINMA Circular 2008/8
of the Swiss Financial Market Supervisory Authority on Public Advertising / Collective
Investment Schemes of November 20, 2008 ("FINMA Circular 08/8") by using advertising
means which are common in this market within the meaning of the Swiss legislation on
collective investment schemes (including but not limited to the CISA, the CISO, and the FINMA
Circular 08/8).

Belgium

The Fund has not been and will not be registered in Belgium and this Prospectus has not been
submitted for approval to the Belgian Banking, Finance and Insurance Commission.
Accordingly, the Participations may not be distributed in Belgium by way of a public offering,
as defined in Article 3, 1° of the Law of 20 July 2004 with regard to certain forms of collective
management of investment portfolios as amended or replaced from time to time, save in
those circumstances (commonly called "private placement") set out in Article 5 of the Law of
20 July 2004 with regard to certain forms of collective management of investment portfolios as
amended or replaced from time to time.

Luxembourg

The Fund has not been registered as a foreign fund with the Commission de Surveillance du
Secteur Financier (the "CSSF"). No Prospectus in respect of the Participations has been
approved by the CSSF. Accordingly, the Participations may not be announced, offered or sold
to the public in or from the territory of the Grand Duchy of Luxembourg unless a Prospectus
has been duly approved by the CSSF, in the framework of either the Luxembourg law dated 20
December 2002 on undertakings for collective investment, as amended from time to time, or
the Luxembourg law dated 13 February 2007 relating to specialised investment funds, as
amended from time to time.

United Kingdom

Participations in the Fund are interests in a collective investment scheme which has not been
authorised or recognised by the Financial Services Authority in the United Kingdom.
Accordingly, this Prospectus is not being distributed to, and must not be passed on, to the
general public in the United Kingdom. As the offer relates to participations in a Fund, it does
not constitute an offer of securities into the United Kingdom.

This Prospectus is not to be distributed, delivered or passed on to any person resident in the
United Kingdom, unless it is being made only to, or directed only at, persons falling within the
following categories:

(A)     if made by a person who is not an authorised person under the Financial Services and
        Markets Act 2000 ("FSMA"), is being made only to or, directed only at, persons falling
        within: (i) Article 19 of the Financial Services and Markets Act 2000 (Financial



                                              -5-
         Promotion) Order 2005 as amended (the "Financial Promotion Order") (Investment
         professionals), (ii) Article 49 of the Financial Promotion Order (high net worth
         companies, unincorporated associations etc) and (iii) any other person to whom it may
         otherwise lawfully be made (all such persons together being referred to as "relevant
         persons"); or

(B)      if made by a person who is an authorised person under FSMA, is being made only to
         or, directed only at, persons falling within: (i) Article 14 of the Financial Services and
         Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order
         2001 as amended (the "Promotion of CISs Order") (Investment professionals), (ii)
         Article 22 of the Promotion of CISs Order (high net worth companies, unincorporated
         associations etc) and (iii) any other person to whom it may otherwise lawfully be made
         (all such persons together being referred to as "relevant persons").

This Prospectus must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this communication relates is available only to
relevant persons and will be engaged in only with relevant persons. Persons of any other
description in the United Kingdom may not receive and should not act or rely on this
Prospectus or any other marketing materials relating to the Fund.

Potential investors in the United Kingdom are advised that all, or most, of the protections
afforded by the United Kingdom regulatory system will not apply to an investment in the Fund
and that compensation will not be available under the United Kingdom Financial Services
Compensation Scheme.

France

This Prospectus has not been approved by the Autorité des Marchés Financiers (AMF).
Accordingly, the Participations of the Fund may not be offered for subscription or sale in
France.

Neither this Prospectus nor any offering material related to the offer of Participations of the
Fund may be distributed or caused to be distributed in France or used in connection with any
offer for subscription or sale of the Participations.

Denmark

This Prospectus does not constitute a prospectus under any Danish law and has not been filed
with or been approved by the Danish Financial Supervisory Authority (Finanstilsynet) as this
Prospectus has not been prepared in the context of either (i) a public offering of securities in
Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders
issued pursuant thereto or (ii) an offering of a collective investment scheme comprised by the
Danish Investment Association Act or any Executive Orders issued pursuant thereto. The
offering of the Participations will only be directed to investors in Denmark in accordance with
the exemptions from the prospectus requirements set forth in Executive Order No. 223 of 10
March 2010 (as amended) or in Executive Order No. 222 of 10 May 2010 (as amended). This



                                               -6-
Prospectus may not be made available nor may the Participations be marketed and/or offered
for sale in Denmark other than in circumstances which are exempt from the prospectus
requirement in Denmark

Sweden

The Fund is not an investment fund (investeringfond) for the purpose of the Swedish
Investment Funds Act 2004 (lag (2004:46) om investeringsfonder). Accordingly, this Fund has
not been, nor will it be, registered or approved by the Swedish Financial Supervisory Authority
(Finansinspektionen).

Neither is the offering of Participations in the Fund subject to any registration or approval
requirements under the Swedish Financial Investments Trading Act 1991 (lag (1991:980) om
handel met finansiella instrument). Accordingly, no prospectus has been, nor will a prospectus
be registered or approved by the Swedish Financial Supervisory Authority.

Norway

The Fund has not been registered or authorised by the Norwegian Financial Supervisory
Authority (Finanstilsynet) for marketing in Norway according to the Norwegian Securities
Funds Act no. 52 of 12 June 1981. Participations in the Fund are not offered to investors in
Norway. Nothing in the Prospectus and offering materials is directed to or intended for
persons in Norway.

Spain

The Fund is deemed a non-harmonised investment collective scheme pursuant to Council
Directive 85/611/EEC of 20 December 1985, as amended, requiring, in order to be offered in
Spain, prior authorisation from and registration with the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores or "CNMV").

The Fund has not been registered with the CNMV. Therefore, the Participations in the Fund
may not be sold, offered, or distributed in Spain in circumstances which could constitute
marketing of funds as defined in Law 35/2003, of 4 November, on investment collective
schemes (Ley 35/2003, de 4 de Noviembre, de Instituciones de Inversión Colectiva) and the
regulations approved thereunder.

Neither this Prospectus nor any other offering material in relation to the Fund has been
registered with the CNMV and therefore they are not intended for the public offer of the
Participations in the Fund in Spain.

This Prospectus and any other materials relating to the Participations are strictly confidential
and may not be distributed to any person or entity other than its recipients.




                                             -7-
1.      DEFINITIONS

In this Prospectus the following capitalized expressions shall have the following meanings:


"Administrator"                  means TMF FundAdministrators B.V., or such other
                                 administrator of the Fund as may be appointed from time to
                                 time by the Fund Manager;
"AFM"                            means the Netherlands Authority for the Financial Markets
                                 (Stichting Autoriteit Financiële Markten);

"Auditor"                        means Ernst & Young Accountants LLP, or such other
                                 registered accountant or other expert as referred to in
                                 Section 2:393 Subsection 1 of the Dutch Civil Code, who has
                                 been instructed to audit the annual reports as may be
                                 appointed from time to time by the Fund Manager;

"Business Day"                   means any day on which banks are generally open for business
                                 in The Netherlands;

"Cash Portfolio"                 means the sum of all cash (and cash equivalent, e.g. short term
                                 government bonds) positions, currency hedging positions, and
                                 all other non Investment Portfolio assets and/or liabilities (e.g.
                                 accruals);

"CET"                            means Central European Time or Central European Summer
                                 Time, as the case may be;
"Depositary"                     means Stichting Depositary Tethys–Alpheus, or such other
                                 depositary (bewaarder) of the Fund as may be appointed from
                                 time to time in accordance with the Terms and Conditions;
"Derivative"                     means a financial instrument, product or index which is not a
                                 direct investment, but instead derives its economic
                                 characteristics from the economic characteristics of one or
                                 more direct or derivative financial instruments, products or
                                 indexes;

"FMSA"                           means the Netherlands Financial Markets Supervision Act (Wet
                                 op het financieel toezicht);

"Fund"                           means the aggregate of the Fund Assets and the Fund
                                 Obligations, in which monies or other assets are called or
                                 received for the purpose of collective investment by the
                                 Participants, as governed by the Terms and Conditions and this
                                 Prospectus, also referred to as Tethys – Alpheus Fund. The
                                 Fund constitutes of two parts, the Investment Portfolio and the
                                 Cash Portfolio;



                                               -8-
"Fund Assets"               means all securities, derivatives and/or other assets, including
                            cash, that are acquired by the Depositary (or the Fund
                            Manager in the name of and on behalf of the Depositary) and
                            held by the Depositary in its own name for the account and risk
                            of the Participants in connection with the Fund;
"Fund Manager"              means Tethys–Alpheus Investment Management B.V., a private
                            company with limited liability (besloten vennootschap met
                            beperkte aansprakelijkheid) having its statutory seat in
                            Hoofddorp, with its office at Planetenweg 5, 2132 HN,
                            Hoofddorp, The Netherlands and registered with the Chamber
                            of Commerce in Amsterdam under number 34379161, or such
                            other fund manager (beheerder) as may be appointed from
                            time to time in accordance with the Terms and Conditions;

"Fund Obligations"          means the obligations, which the Depositary (or the Fund
                            Manager in the name of and on behalf of the Depositary)
                            assumes and/or incurs in its own name for the account and risk
                            of the Participants in connection with the Fund and any
                            obligation assumed and/or incurred in accordance with Article
                            4.1 of the Terms and Conditions;
"High Water Mark"           has the meaning ascribed to it in Article 18.4 of the Terms and
                            Conditions;

"Hurdle Value"              has the meaning ascribed to it in Article 18.5 of the Terms and
                            Conditions;

"Investment Objectives"     means the investment objectives of the Fund as set forth in
                            Article 3.1 of the Terms and Conditions and section 3
                            (Investment Objectives, Strategy and Restrictions) of this
                            Prospectus;

"Investment Portfolio"      means the sum of the equity (and equity-like, e.g. credits) long
                            and short positions, as well as possible positions in instruments
                            for hedging purposes (excluding currency hedging);

"Investment Restrictions"   means the investment restrictions to be observed by the Fund
                            as referred to in Article 3.2 of the Terms and Conditions and
                            section 3 (Investment Objectives, Strategy and Restrictions) of
                            this Prospectus;

"Management Fee"            means the fixed part of the Fund Manager's remuneration to
                            be calculated in accordance with section 15 (Fees, Costs and
                            Expenses) of this Prospectus and the Terms and Conditions;
"Meeting of Participants"   means the body of representatives of the Fund consisting of all
                            Participants or a meeting of such body of representatives, as
                            the case may be;


                                         -9-
"Net Asset Value"    means the balance, expressed in Euro, of the value of the Fund
                     Assets and the value of the Fund Obligations, determined in
                     accordance with section 14 (Valuation) of this Prospectus and
                     the Terms and Conditions;

"Participant"        means a person or entity who or which that participates in the
                     Fund in accordance with its Subscription Form and the Terms
                     and Conditions;

"Participation"      means a unit in which the rights of the Participants to the Net
                     Asset Value have been divided, each Participation, belonging to
                     a specific Series, represents an equal interest to the Net Asset
                     Value without priority or preference one over the other, on the
                     understanding that the Fund may also issue fractions of
                     Participations, expressed up to 4 decimals. The Participations
                     are divided into different Series of Participations;
"Performance Fee"    means the variable part of the Fund Manager's remuneration
                     to be calculated in accordance with section 15 (Fees, Costs and
                     Expenses) of this Prospectus and the Terms and Conditions;
"Prime Broker"       means Newedge Group S.A., a société anonyme (S.A.) (public
                     limited company) governed by French law and with its
                     registered address at 52/60 avenue des Champs-Elysées, 75008
                     Paris, France, registered under number 353 020 936 RCS Paris,
                     operating from its UK Branch with the address 10 Bishops
                     Square, E1 6EG London, England, or such other provider of
                     prime brokerage and custody services as the Fund Manager
                     may appoint from time to time;

"Prospectus"         means this document, as amended from time to time;

"Redemption Fee"     has the meaning ascribed to it in Article 12.7 of the Terms and
                     Conditions;
"Redemption Date"    means the first Business Day of each calendar month and/or
                     such other date or dates as the Fund Manager may from time
                     to time determine at its sole discretion;
"Redemption Form"    means the standard form through which a request for
                     redemption of Participations is made;

"Redemption Price"   means the Net Asset Value per Participation as at the last
                     Valuation Date prior to the relevant Redemption Date;




                                 - 10 -
"Register"                   means the register in which the names, addresses and other
                             contact details of all Participants will be entered, recording the
                             number of Participations held be the relevant Participant, the
                             Series of their Participations, the bank or securities account
                             details on which a Participant wishes to receive payments and
                             any other particulars of a Participant as deemed necessary by
                             the Fund Manager;

"Series"                     means all Participations issued as per a specific Subscription
                             Date;
"Subscription Date"          means the first Business Day of each calendar month and/or
                             such other date or dates as the Fund Manager may from time
                             to time determine at its sole discretion;

"Subscription Form"          means the subscription form through which a Participant
                             subscribes for one or more Participation(s) and submits itself
                             to the Terms and Conditions, as amended from time to time;

"Subscription Price"         means the price of one hundred euro (EUR 100) per
                             Participation of the relevant Series;
"Terms and Conditions"       means the terms and conditions of management and custody
                             of the Fund as amended from time to time;
                             means the Total Redemption Price reduced by the Redemption
"Total Redemption Amount"
                             Fee, the Performance Fee and costs of the Depositary;
"Total Redemption Price"     means the Redemption Price multiplied by the relevant
                             number of Participations;
"Total Subscription Price"   means the Subscription Price multiplied by the relevant
                             number of Participations; and
"Valuation Date"             means the last Business Day of each calendar month or such
                             other date or dates as may be determined by the Fund
                             Manager.




                                          - 11 -
2.    SUMMARY OF THE TETHYS–ALPHEUS FUND

The following is a brief summary only and is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Information in this introduction is not
intended to be exhaustive and should always be read in conjunction with the full text of this
Prospectus.

(A)   The Fund

The Fund is a contractual fund (a Dutch fund for joint account) with a semi open-ended
structure. The Fund is governed by the Terms and Conditions. By completing a Subscription
Form, a Participant represents and warrants to have reviewed the Terms and Conditions and
agrees to be bound thereby. A Participant is admitted to the Fund by the issuance of
Participations to the Participant and registration of the new Participant in the Register.

The Participations are redeemable at the option of the Participant on certain conditions as
defined in this Prospectus and in the Terms and Conditions. Participations may not be
transferred other than to the Fund itself by way of redemption.

(B)   Investment Objectives and Investment Restrictions

The Investment Objectives of the Fund are to achieve a target return of 12% net of fees whilst
using risk management skewed towards avoiding negative returns. The Fund shall try to
achieve the Investment Objectives with due observance of the Investment Restrictions as set
forth in section 3 (Investment Objectives, Strategy and Restrictions) of this Prospectus.

(C)   Fund Manager and Depositary

The Fund Manager will act as the manager (beheerder) of the Fund and the Depositary will act
as the depositary (bewaarder) of the Fund Assets and Fund Obligations. In managing the Fund
Assets and Fund Obligations, the Fund Manager will act solely in the interests of the
Participants. The Depositary will be the legal owner of all Fund Assets. The Depositary will
acquire and hold the Fund Assets and assume the Fund Obligations for the account and risk of
the Participants. The Depositary will act solely in the interest of the Participants.

(D)   Regulatory

The Fund Manager is exempt from licence requirements with respect to its management of the
Fund and the offering of Participations pursuant to the FMSA and the lower rules and
regulations pursuant thereto. Consequently, the Fund Manager nor the Fund is not subject to
supervision by the AFM or the Dutch Central Bank (De Nederlandsche Bank N.V.). Therefore,
neither the Fund nor the Fund Manager will be included in the public register maintained by
the AFM.

(E)   Administrator

TMF FundAdministrators B.V. will act as administrator of the Fund.




                                            - 12 -
(F)    Subscriptions and Redemptions

A Participant is admitted to the Fund by the issuance of one or more Participations.
Prospective participants can subscribe for Participations in accordance with the Terms and
Conditions and the Subscription Form. In general, Participants may invest on the first Business
Day of each month. A prospective participant must subscribe for an amount of at least Euro
50,000 (net of any fees and costs). The Fund Manager may reject subscription requests in
whole or in part at anytime in its absolute discretion.

A Participant shall be entitled to redeem all or some of its Participations in accordance with
the relevant provisions of the Terms and Conditions. In general a Participant shall be entitled
to redemption of its Participations on the first Business Day of each calendar month upon the
notice period provided for in the Terms and Conditions. Under certain circumstances as set out
in the Terms and Conditions, the Fund Manager may suspend redemption of Participations.

(G)    Fees and Expenses

The Fund Manager is entitled to a monthly Management Fee equal to 16 basis points of the
Net Asset Value prior to the deduction of the Management Fee and the Performance Fee as at
the last Valuation Date of each calendar month, payable monthly in arrears out of the Fund
Assets.

The Fund Manager shall be entitled to a Performance Fee in respect of each Series of
Participations, payable by the Participants holding Participations of the Series concerned. The
first Performance Fee will be paid at the end of the third financial year from the date of
issuance of the relevant Series of Participations. Thereafter, the Performance fee will be paid
annually.

For each financial year, the Performance Fee shall be equal to 20% of the increase of the Net
Asset Value per Participation over the higher of the Hurdle Value per Participation (as defined
in Article 18.5 of the Terms and Conditions) and the High Water Mark per Participation (as
defined in Article 18.4 of the Terms and Conditions).

The high water mark ("High Water Mark") per Participation is the higher of the Subscription
Price at the date of issuance by the Fund of the relevant Participations and the Net Asset Value
per Participation as at the last Valuation date in the most recent financial year in which a
Performance Fee was earned with respect to such Series of Participations.

During the first three financial years after the issuance of the Participations of the relevant
Series, the hurdle value (the "Hurdle Value") is the Subscription Price per Participation of the
relevant Series of Participations increased by a cumulative return of 5% per annum times the
number of Participations of the relevant Series in issue at that moment. Thereafter the Hurdle
Value shall be the Net Asset Value per Participation as at the last Valuation Date of third
financial year preceding this Valuation Date increased by a cumulative return of 5% per annum
times the number of Participations of the relevant Series in issue at any one moment.




                                             - 13 -
No Performance Fee will be levied if, at the relevant Valuation Day, there has been no increase
in the Net Asset Value per Participation of the relevant Series of participations over the higher
of the High Water Mark per Participation and Hurdle Value per Participation applicable to the
relevant Series of Participations.

The Performance Fee will be payable to the Investment Manager in arrears in respect of the
outstanding Participations of the relevant Series at the end of the financial year, after the
completion of the financial statements for each relevant financial year. However, in the case of
redeemed Participations of the Series during a financial year, the Performance Fee will be
calculated as though the date of redemption was the end of a financial year and an amount
equal to any accrued Performance Fee in respect of such Participations will be deducted from
the Redemption Price and will be paid to the Investment Manager.

(H)    Reporting to Participants

Within 10 Business Days following a Valuation Date, or more frequent if the Fund Manager at
its sole discretion so determines, the Fund Manager shall publish on its website the following
information:

       (i)      the Net Asset Value and the Net Asset Value per Participation as per such
                Valuation Date; and

       (ii)     the number of Participations outstanding as per such Valuation Date,

(I)    Taxation of the Fund

The Fund qualifies as a tax-exempt investment fund (vrijgestelde beleggingsinstelling) within
the meaning of Article 6a of the Dutch Corporate Income Tax Act (Wet op de
vennootschapsbelasting 1969). Accordingly, the Fund will not be subject to Dutch corporate
income tax.

The Fund will not qualify as a resident (inwoner) of The Netherlands for the purposes of double
tax treaties The Netherlands has concluded with other jurisdictions, as a result of which the
Fund shall not be entitled to any treaty benefits.

(J)    Transferability of the Participations

Participations cannot be transferred, assigned or made subject to any pledge, mortgage,
usufruct, charge, lien, retention or other encumbrance without the prior consent of the Fund
Manager, which can be withheld without motivation. Any transfer, assignment or
encumbrance in violation of the previous sentence shall be null and void.

(K)    Risk Profile

There can be no assurance that the Fund's investment policy will be successful or that the Fund
will achieve its Investment Objectives as described in section 3 (Investment Objectives,
Strategy and Restrictions). An investment in Participations carries a substantial degree of risk



                                               - 14 -
and is suitable only for persons who can assume the risk of losing all or part of their
investment.

Each Participant must make certain representations and warranties pursuant to the
Subscription Form which include, without limitation, that:

       (i)       the Participant has the knowledge and expertise in business and financial
                 matters which enables it to adequately assess and evaluate the merits and
                 risks associated with investing in the Fund;

       (ii)      the Participant has independently assessed, evaluated and verified the merits
                 and risks associated with investing in the Fund and the transactions
                 contemplated thereunder; and

       (iii)     the Participant is willing to assume and will be able to bear the full financial
                 and economic risk of its subscription, while maintaining adequate means of
                 providing for its current and future needs and foreseeable contingencies, even
                 in the event of a loss of its entire investment in the Fund.

Investors are advised to take notice of the risk profile of the Fund as discussed in section 22
(Risk Factors) of this Prospectus. Furthermore, it should be noted that the value of the
investment could fluctuate heavily. Returns on past investments are no guarantee as to the
returns on future investments. By investing in the Fund, Participants assume the risk of losing
their entire investment.

(L)    Website

The Fund Manager's website address is www.tethyscapital.com. All references to the Fund
Manager's website in this Prospectus are references to the above website.




                                              - 15 -
3.      INVESTMENT OBJECTIVES, STRATEGY AND RESTRICTIONS

3.1     Investment Objectives

The Investment Objectives of the Fund are to achieve a target return of 12% net of fees whilst
using risk management skewed towards avoiding negative returns.

3.2     Investment Strategy

Over the years we have witnessed that long lasting themes and trends go in and out of favor
with investors. This is a global “thing”. Very often not based on “objective
valuations/assessments” but on “ herd behavior” that results in “hyping and dumping” of so-
called themes. The rise and burst of the IT/Internet bubble in 2000 is one of the examples in
the last decade. These movements in and out of favor can also be labeled as “cyclicality in
valuation”, which creates investment opportunities both long and short. Theme and trend
identification, valuation discipline and risk management are core competencies of the team to
add value for our clients by making use of – among others - this cyclicality in valuation.


The beliefs of the investment team are rooted in their experience from investing in equities in
the last decades. There are three fundamental beliefs, which have been used to create the
investment process for the Tethys – Alpheus fund. These are:

      1. We believe that the long lasting drivers of the global economy, i.e. urbanization,
         demographics and the proliferation of IT/Internet (the 4th General Purpose
         Technology innovation) bring structural changes in societies and economies forward.
         These structural changes often offer long lasting higher growth opportunities as well
         as threats to companies. Long lasting changes are often not on the short term radar
         screen of investors. Interesting feature as long lasting is both short and long term. We
         believe that “neglect” is in the end the most important source for outperformance.

      2. We believe that long lasting themes and trends are often cyclically valued by the stock
         market. This “mismatch” creates investment opportunities on the long and the short
         side of our investment spectrum. It also sometimes happens that cyclical growth is
         valued as if it is structural growth (investors often are inclined to extrapolate past
         results). This is a source of short opportunities.

      3. We believe that risk management should focus on avoiding as much as possible
         negative returns. We have found that the most effective way of achieving this, is to
         focus our risk management on the results of the portfolio rather than just on an
         individual security level. Next to that we know from experience that working with
         decision rules rather than just judgment greatly enhances the effectiveness of risk
         management. This should translate into a better risk/return ratio (we measure that via
         the “Sharpe ratio” and “Downward Deviation”). We have designed some decision rules
         that protect us and our investors from poor judgment calls, mostly effective if the
         returns start to decline. Next to the development of these “avoid negative returns Risk
         Management rules”, we used the existing inefficiency in the market – caused by the

                                              - 16 -
        calendar year focus of almost all institutional and hedge fund investors – to further
        improve the risk/return ratio. Experiments executed on the S&P 500 over a 38 year
        period show that indeed one can harvest “free” return addition and “free” risk
        reduction of importance when tying the risk budgeting to a rolling 12 month return
        period instead of to the calendar year return.

It is our conviction that “translating” these beliefs into operational fund management will
facilitate a better than average risk/return profile for the fund.

Urbanization is a global phenomenon. Industrialization and growth of the service industry
make it attractive for people to move from rural areas to the ‘richer’ cities. This move is
causing for instance increased investment in infrastructure, factories and offices by
governments and companies. Many more developments stem from this basic theme. Growth
of global population is another source for many developments in the world. Especially when
we look a level deeper and see that population growth is in Emerging Markets, while the
population in developed markets is shrinking. IT as the latest general purpose technology is
bringing efficiency and opportunities to the world. All these themes are more long lasting than
long term as the influence of these developments can be felt now. More importantly the
themes offer growth opportunities. GDP growth is an average of growing and declining
businesses. We believe that many businesses which are well geared to the above mentioned
themes will be able to improve their top-line growth profile to levels of two to three times GDP
growth or even higher.

These long lasting developments and the large load of shorter term data are factored into
share prices by global investors. Share prices tend to be much more volatile than the
underlying developments. A clear example of this is the IT bubble, where decades of
prospective developments were causing very high share prices with excessive valuations. The
level of valuation is telling how much return and growth is expected by investors. We work
with universes of stocks, which are sub-theme or trends dependent. We have experienced that
the valuation of these universes is cyclical. The cyclicality is caused by what is hot and not. This
cyclicality in combination with valuation discipline creates investment opportunities both long
and short. It enables the team to invest long when the trend driven companies are out of favor
and to go short when they are hyped.

We have experienced that investors dislike negative returns for absolute return products
despite their understanding that return doesn’t come without taking risk. We have designed
our risk management process in a way that prevents as much as possible negative returns on
rolling 12 month periods. We manage the risk of the portfolio on total portfolio level to
overcome shortsightedness on movements of individual stocks. We scale our risk budgets
faster up and down than the movements in the 12 month rolling return of the fund. This allows
for picking up performance in a performance uptrend and prevents performance loss in a
performance downtrend. It is a proven method in trading, but hardly used in portfolio
management.




                                              - 17 -
3.3   Potential Investment Opportunities

By our own experience over the past 25 years, we have learned that persistent structural
inefficiencies reoccur on regular basis in “Global Equities”. Our global thematic approach in
combination with our all markets all cap universe and the cyclicality of valuation generates a
continuous flow of investment opportunities.

Our investment approach stands apart from the vast majority of other long/short equity funds
because of the rather unique combination of a top down, thematic approach to identify the
most probable “best-investment” opportunities and subsequently a proprietary bottom up
approach to select out of the most probable the “best in class” investment propositions. The
complementarity in expertise in the team supports this rather unique approach.

3.4   Investment Restrictions

The Fund shall try to achieve the Investment Objectives with due observance of the
Investment Restrictions. The Investment Restrictions of the Fund are:

•      Concentration limits for individual company positions: a maximum exposure of 6% of
       the Net Asset Value (historical price) or 10% exposure of the Net Asset Value (actual
       price) for one individual long position, a maximum of 5% exposure of the Net Asset
       Value (historical price) or 8% exposure of the Net Asset Value (actual price) for one
       individual short position.

•      Concentration limits for market positions (exposure to broad based market indices to
       control the net exposure of the Investment Portfolio): a maximum exposure of 125%
       of the Net Asset Value (actual price) for the sum of all market positions.

•      Concentration limits on hedging positions (instruments used e.g. to hedge exposure to
       unwanted factor risks, or to hedge the risk of a short squeeze): a maximum exposure
       of 175% of the Net Asset Value (actual price) for the sum of all instruments for hedging
       purposes (excluding currency hedging).

•      Deviation from maximum return limits: the Fund is risk managed on a P&L basis. If at
       valuation date – on a rolling 12 month basis – the return of the Fund retraces more
       than the “retracement level” from the previous valuation date return the gross
       exposure of the Investment Portfolio (excluding hedging positions) will be reduced by
       a minimum of 10%. The “retracement level” is the maximum of (i) 15% relative
       difference in returns (on a rolling 12 month basis), or (ii) 3% absolute difference in
       returns (on a rolling 12 months basis).

•      A maximum of 50% of the Investment Portfolio’s gross exposure (excluding hedging
       positions) can be held in OTC instruments. We will however not invest in pre-IPO’s or
       underwrite the issuance of shares.

•      The maximum gross exposure of the Investment Portfolio (excluding hedging
       positions) is 250%, the maximum net exposure of the Investment Portfolio (excluding


                                            - 18 -
hedging positions) is plus or minus 100% of the Net Asset Value. The Fund may borrow
cash up to a maximum of 100% of the Net Asset Value.




                                   - 19 -
4.     THE FUND

4.1    Fund Structure

The Fund is not a legal entity, but the aggregate of Fund Assets and Fund Obligations which
have been collected with the aim of generating profit for the joint benefit of the Participants.
Consequently, the Fund qualifies as an investment fund within the meaning of article 1:1 of the
FMSA. The Fund is not a legal entity, but a contractual vehicle governed by its Terms and
Conditions. The Terms and Conditions form part of the contractual relationship existing
between the Fund Manager, the Depositary and each Participant (separately) originating from
the execution of the Participant's Subscription Form.

Participations give the Participant a contractual claim against the Depositary for payment of an
amount equal to the value of a pro rata share in the Fund subject to the Terms and Conditions.
Participants have no proprietary rights with respect to the Fund Assets, but an economic
interest in the Fund Assets (the Depositary holding legal title to the Fund Assets and Fund
Obligations for the account and risk of the Participants). Participations will be in registered
form. Certificates representing Participations will not be issued.

Pursuant to the Terms and Conditions the Depositary will grant a power of attorney to the
Fund Manager to manage the Fund Assets and Fund Obligations in accordance with the Terms
and Conditions.

The Fund will exist for an indefinite period of time. The Fund has a semi open-ended structure,
which means that on request the Fund will issue and redeem Participations, subject to certain
conditions as described herein and in the Terms and Conditions. Participations may not be
transferred except with the prior approval of the Fund Manager.

The base currency of the Fund is Euro.

4.2    Alternative structure

The Fund Manager may decide to set up an alternative structure to accommodate certain
investors, including without limitation an offshore feeder or parallel fund structure.




                                             - 20 -
5.    THE FINANCIAL MARKETS SUPERVISION ACT

The Fund Manager is exempt from licence requirements with respect to its management of the
Fund and the offering of Participations pursuant to the FMSA and the lower rules and
regulations pursuant thereto. Consequently, the Fund Manager nor the Fund is subject to
supervision by the AFM or the Dutch Central Bank (De Nederlandsche Bank N.V.). Therefore,
neither the Fund nor the Fund Manager will be included in the public register maintained by
the AFM.




                                          - 21 -
6.     AMENDMENTS TO THE PROSPECTUS AND THE TERMS AND CONDITIONS

The Prospectus and/or the Terms and Conditions may be amended by the Fund Manager and
the Depositary acting jointly.

The Depositary and the Fund Manager shall inform the Participants of the text of a proposed
amendment at least 30 calendar days before the day on which the amendment shall come into
effect through an advertisement published in a nationally circulated newspaper or by a notice
to the Participants in accordance with Article 13 of the Terms and Conditions. In addition, an
explanation to the amendments will be published on the website of the Fund Manager.

Upon amendment of the Terms and Conditions, the Fund Manager shall promptly notify the
Participants of the amendments made through an advertisement published in a nationally
circulated newspaper or a notice to the Participants in accordance with Article 13.1 of the
Terms and Conditions. In addition, the text of the revised Terms and Conditions and an
explanation to the amendments will be published on the website of the Fund Manager.

An amendment of the Terms and Conditions causing a reduction in Participants' rights or
security, imposing costs on the Participants or causing a change to the investment policy of the
Fund does not become effective in relation to the Participants until 3 months following the
date on which such notification has been published on the Fund Manager's website.
Participants have the right, subject to the conditions and provisions set forth in section 13
(Redemptions), to redeem their Participations within this period following the date on which
such notification has been disclosed.

The application by the Fund Manager for a licence in accordance with the FMSA and the
connected changes in this Prospectus and the Terms and Conditions are not considered to
cause a reduction on the rights of the Participants or security, imposing costs on the
Participants or causing a change to the investment policy of the Fund.




                                             - 22 -
7.     FUND MANAGEMENT

7.1    The Fund Manager

Introduction and duties of the Fund Manager

Tethys–Alpheus Investment Management B.V. is the sole manager of the Fund. The Fund
Manager is responsible for the implementation of the Fund's Investment Objectives, in
accordance with the Fund's investment policy, and decides on the Fund's investment activities.
The Fund Manager may employ third parties in the exercise of its powers and duties.

The Fund Manager may outsource certain services to third party service providers in the
ordinary course of business. Such services may include service offices, IT support, middle office
and secretarial support, assistance with risk reporting, compliance and fund marketing.

The Fund Manager shall resign by voluntary resignation and in exceptional circumstances as
set out in the Terms and Conditions.

The Fund Manager shall only be liable towards the Participants for a loss incurred by the
Participants in connection with the performance of its duties and responsibilities, if and to the
extent that such loss are the direct result of the gross negligence (grove schuld) or wilful
default (opzet) of the Fund Manager. The Fund Manager will be indemnified out of the Fund
Assets for any loss incurred by the Fund Manager in the performance of its duties on behalf of
the Fund for which it is not liable.

Corporate data of the Fund Manager

The Fund Manager is a limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) organised under the laws of The Netherlands and incorporated on 2
February 2010, with its statutory seat (zetel) in Hoofddorp. The Fund Manager is registered in
the Trade Register at the Chamber of Commerce of Amsterdam under number 34379161.

The shares in the capital of the Fund Manager are directly held by Tethys Capital B.V., a limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) organised under the
laws of The Netherlands and incorporated on 2 February 2010, with its statutory seat (zetel) in
Hoofddorp. Tethys Capital B.V. is registered in the Trade Register at the Chamber of Commerce
of Amsterdam under number 34379150.

Board of directors of the Fund Manager

The board of directors of the Fund Manager directly determines the policy of the Fund.

Currently, the Fund Manager's board of directors consists of one sole managing director, being
Tethys Capital B.V., whose 3 executive directors are:

(i)   Thijs Jochems

Thijs Jochems (1955), managing partner, started his career in the investment business - after
receiving his Masters in Macro-Economics from the Erasmus University Rotterdam - in real


                                             - 23 -
estate during the eighties. Afterwards he joined Credit Lyonnais as an equity research analyst.
Thijs was in the subsequent years active in many roles at Credit Lyonnais: head of research,
director of mutual funds (equities and fixed income), and head of institutional asset
management. In 1993 he became a Statutory Director at Credit Lyonnais Bank Netherlands,
responsible for Asset Management and all research departments across the Bank, Asset
Management and Brokerage.

In 1995 he became CIO of Achmea Asset Management (which in 1998 had EUR 40 bn AUM
invested in equities, fixed income, direct real estate and Venture Capital). In December 1998
he joined Credit Suisse First Boston being responsible for the equities business in the Benelux.
In 2002 he reorganized the equities business of CSFB in the UK. In 2003 he became Country
Manager equities for France and the Benelux.

In January 2006 Thijs became CEO of Belgium and the Netherlands for Credit Suisse Group. In
April 2009 Thijs left Credit Suisse to start Tethys Capital. He acts, since then, as a Senior
Advisor to Credit Suisse EMEA. He also acted and still acts as a member of the Advisory
Investment Board of some of the bigger Dutch Pension Funds.

(ii)    Peter Kolthof

Peter Kolthof (1966), managing partner, received his Master of Econometrics as well as his
degree in Tax Law from the University of Groningen. He joined Shell in 1993 and spent most of
his career (except for a 3 year stint as Finance Manager of a Chemical plant) with Shell Pension
Fund. He started in the Pension Fund in Risk Management and Performance Measurement.
Afterwards he became a portfolio manager for equities. The last decade with Shell Pension
Fund he acted as Head of Equities. In that role he was first responsible for the European
Equities, and from 2003 onwards for all of the internally managed, global equity portfolio
(some EUR 15 billion of assets in 2007), which included setting up and managing sizeable
long/short portfolios. Besides he was also involved in the selection of external equity
managers, private equity managers as well as hedge fund managers.

(iii)   Gerco Goote

Gerco Goote (1967), managing partner, joined ABN AMRO Asset Management after receiving
his Masters in Econometrics and a Masters in Industrial Economics from the Erasmus
University in Rotterdam. In his 16 years with ABN AMRO Asset Management, Gerco performed
many different roles. He was an analyst, portfolio manager, Head of Research, selection of
external managers and later on Head of Equities in Amsterdam overseeing EUR 25 billion of
assets. In the period 2003 – 2007 he “turned” as Head of Equities the outperformance ratio of
14% to about 70% of the Funds under management. In the last 10 years with ABN AMRO Asset
Management, Gerco was also a member of the Global Investment Committee of ABN AMRO
Asset Management. In 2008 Gerco left ABN AMRO/Fortis after the take-over by Fortis and
started his own consultancy firm.




                                             - 24 -
8.     THE DEPOSITARY

The Depositary holds the Fund Assets in its name and assumes Fund Obligations in its own
name, for the account and risk of the Participants.

The Depositary is a foundation (stichting) established under the laws of The Netherlands on 3
May 2010. The Depositary is registered in the Trade Register at the Chamber of Commerce of
Amsterdam under number 34392579.

The Depositary shall only be liable towards the Participants for a loss incurred by the
Participants in connection with the performance of its duties and responsibilities, if and to the
extent that such loss are the direct result of the gross negligence (grove schuld) or wilful
default (opzet) of the Depositary. The Depositary will be indemnified out of the Fund Assets for
any loss incurred by the Depositary in the performance of its duties on behalf of the Fund for
which it is not liable.

The Depositary shall resign by voluntary resignation and in exceptional circumstances as set
out in the Terms and Conditions. In case the Depositary resigns, the Fund Manager shall
appoint an alternative and independent depositary and informs the Participants on reasons
and motivations of the replacement.

The members of the board of directors of the Depositary are on the date hereof:

       (i)      Niels Heck

Niels Heck is managing director of TMF FundServices, he joined TMF in early 2009. Prior
hereto, he worked for Citco Fund Services in the Netherlands Antilles, the Cayman Islands and
the Netherlands. In addition to managing the local offices, he acted as member/chairman of
the Cayman Islands Fund Administrators Association from 1999-2004. In the Netherlands, Mr
Heck sat on the board of Citco’s pension fund from 2004-2008. Mr Heck has a bachelor’s
degree in business administration (HEAO BE at HES J van Zwijndrecht in The Hague, The
Netherlands).

       (ii)     Brian Bos

Dave Bos is managing director of TMF FundServices, he joined TMF in 2000. Prior hereto, he
worked for Citco Fund Services in the Netherlands Antilles for six years. Mr. Bos has a
bachelor's degree in business administration (HEAO at HES J van Zwijndrecht in The Hague, The
Netherlands).




                                             - 25 -
9.     THE ADMINISTRATOR

The Fund Manager shall have an independent and reputable administrator to which certain
financial, accounting, administrative and other back office services shall be delegated.

On the date of this Prospectus the Fund Manager has appointed TMF FundAdministrators B.V.
to act as the administrator of the Fund. Pursuant to an administration, registrar and transfer
agency agreement (the "Administration Agreement") between the Administrator and the
Fund Manager, the Administrator is responsible, inter alia, for the following matters under the
general supervision of the Fund Manager:

       (i)      communicating with Participants;

       (ii)     maintaining the Register;

       (iii)    administrative processing of subscriptions and redemptions;

       (iv)     preparing and maintaining the Fund's financial and accounting records and
                statements;

       (v)      determining the Net Asset Value and the Net Asset Value per Participation (on
                a monthly basis);

       (vi)     arranging for the provision of accounting, clerical and administrative services;
                and

       (vii)    disbursing payments of fees and salaries (if any).

It should be noted that in providing services as an administrator, the Administrator does not
act as a guarantor of the Participations herein described.

The Administrator shall not, in any way and at any time, be involved with any investment
decision to be made on behalf of the Fund, nor with the execution thereof (all of which will be
made by the Fund Manager), or the effect of such investment decisions on the performance of
the Fund.

Further, the Administrator will not be responsible for verifying that the investment strategy
and in particular any restrictions and limitations as contained and defined in section 3
(Investment Objectives, Strategy and Restrictions), are being adhered to by the Fund Manager.

The Administrator and its directors, officers, employees, agents and nominees and their
respective personal representatives, successors in title and estates shall be indemnified and
held harmless by the Fund against all liability, loss, damage, claims, actions, accounts,
proceedings, and demands and any costs and expenses whatsoever which may be incurred or
suffered by the Administrator arising out of its appointment except where same shall arise
through the dishonesty, willful default, fraud or gross negligence of the Administrator.

If the Administrator resigns or the Fund Manager, in its sole discretion, determines that it is in
the best interest of Participants to terminate the Administration Agreement, the Fund


                                              - 26 -
Manager will appoint a substitute administrator to perform the duties substantially similar to
those described in (i) to (vii) above.




                                            - 27 -
10.   PRIME BROKER AND CUSTODIAN

The Fund Manager may appoint such number of prime brokers and custodians as it deems
appropriate. As per the date of this Prospectus, the Fund Manager is negotiating with
Newedge Group to provide services to the Fund as Prime Broker and custodian.

As soon as more information is available in relation to the agreement between the Fund and
the Newedge, an updated version of this Prospectus will be published.




                                          - 28 -
11.    SUBSCRIPTIONS

11.1   Subscription

Applications for Participations should be submitted to the Depositary by means of a signed
Subscription Form and the necessary identification documents no later than 5 Business Days
before to the Subscription Date in relation to which the applicant wishes to receive
Participations.

Payment of the Total Subscription Price must be received in Euro in the account of the
Depositary at the latest 2 Business Days prior to the relevant Subscription Date (please refer to
the Subscription Form for payment details). No interest will be paid on Total Subscription Price
thus received.

The Fund Manager has the discretion to accept a subscription if the Subscription Form and/or
the Total Subscription Price are not received within the periods mentioned above, provided
that both the Subscription Form and the Total Subscription Price are received 1 Business Day
prior to the relevant Subscription Date.

The Fund Manager reserves the right to accept or reject any application in whole or in part at
its absolute discretion. When an application is rejected, the amount paid on application or the
balance thereof (as the case may be) will be returned (without interest) as soon as practicable.
The Fund Manager may at its sole discretion resolve to whom Participations shall be issued
and may at its sole discretion decide to temporarily discontinue or indefinitely stop the
issuance of Participations.

Completed Subscription Forms are irrevocable once received by the Administrator. Upon
issuance of the Participations following a satisfactory application, the number and value of the
Participations so issued will be confirmed by the Fund Manager.

The minimum Total Subscription Price for each prospective Participant is Euro 50,000 (net of
any fees and costs). Existing Participants can make further applications for Participations in
amounts of Euro 5.000 or more, unless the Fund Manager in its absolute discretion deems it
advisable to permit further applications for Participations of a lesser amount.

Participations will be in registered form. Certificates representing Participations will not be
issued.

11.2   Investor Representations and Warranties

The Subscription Form requires each prospective applicant for Participations to make certain
representations and warranties to the Fund Manager and the Depositary.

Fund of funds and intermediary vehicles may need to make additional representations to the
Fund Manager and the Depositary (including but not limited to compliance with know your
customer and anti-money laundering rules).




                                             - 29 -
11.3   Prevention of Money Laundering

Measures aimed at the prevention of money laundering will require an applicant for
Participations to verify its identity to the Fund Manager. The procedure used is compliant with
the Dutch Act for the Prevention of Money Laundering and the Financing of Terrorism (Wet ter
voorkoming van witwassen en financieren van terrorisme) and lower rules and regulations
pursuant thereto.

Depending on the circumstances of each application, a detailed verification may not be
required if:

       (i)       the applicant makes the payment from an account held in the applicant's name
                 at a recognised financial institution; and

       (ii)      the application is made through a recognised financial institution.

These exceptions will only apply if the recognised financial institution referred to above is
within a country recognised as having sufficient anti-money laundering regulations, such as a
member state of the European Union which is subject to the EC Money Laundering Directive or
one of the countries which makes up the Financial Action Task Force ("FATF") and which is
subject to the FATF recommendations.

An individual may be required to produce a copy of a passport or identification card certified
by a notary public and a utility bill stating the individual's address. Corporate applicants or
other legal entities may be required to produce a certified copy of the certificate of
incorporation (and any change of name), memorandum and articles of association (or
equivalent), the names, occupations, dates of birth and residential and business addresses of
all directors and the signatory card verifying the authority of officers to sign on behalf of the
corporate entity. Trusts, or similar organisational units without specific beneficial owner, which
subscribe to the Fund must demonstrate organisational documents which verify their
existence and the authority of one or more signatories to sign subscriptions on their behalf.

Upon request, the Fund Manager and/or the Administrator may also make available investor
related information such as the Register or details on an individual or corporate applicant to
the prime broker and/or custodian of the Fund.

Pending the provision of evidence satisfactory to the Administrator as to the identity of any
prospective investor, the evidence of title in respect of Participations may be retained at the
absolute discretion of the Administrator. If within a reasonable period of time following a
request for verification of identity, the Administrator has not received evidence satisfactory to
it as aforesaid, it may, in its absolute discretion, refuse to allot the Participations applied for in
which event application monies will be returned without interest to the account from which
such monies were originally debited.

Participants should be aware that their Total Subscription Price will be at risk once it has been
invested in the Fund. A Participant's failure to comply with applicable client identification and



                                                - 30 -
anti-money laundering requirements may result in the return of an amount lower than their
Total Subscription Price.

The Fund may need to comply with other applicable anti-money laundering laws. In addition,
many jurisdictions are in the process of changing or creating anti-money laundering, embargo
and trade sanctions, or similar laws, regulations, requirements (whether or not with force of
law) or regulatory policies and many financial intermediaries are in the process of changing or
creating responsive disclosure and compliance policies (collectively, the "Requirements") and
the Fund Manager could be requested or required to obtain certain assurances from
participants, to disclose information pertaining to them to governmental, regulatory or other
authorities or to financial intermediaries or engage in due diligence or take other related
actions in the future. It is the Fund's policy to comply with the Requirements to which it is or
may become subject and to interpret them broadly in favour of disclosure.

To achieve this objective, each participant will be expected to represent its compliance with
the applicable anti-money laundering laws. Each participant will be deemed to have agreed by
reason of owning any Participations in the Fund, that it will provide additional information or
take such other actions as may be necessary or advisable for the Fund (at the discretion of the
Fund Manager) to comply with any Requirements, related legal process or appropriate
requests (whether formal or informal) or otherwise, including disclosure by the Fund and its
agents to relevant third parties of information pertaining to it in respect of the Requirements
or information requests related thereto. Failure to honour any such request may result, at the
discretion of the Fund Manager, in a compulsory redemption of such Participant's
Participations.




                                             - 31 -
12.    TRANSFER OR ENCUMBRANCE OF PARTICIPATIONS

12.1   Transfer

Participations cannot be transferred or assigned without the prior consent of the Fund
Manager, which can be withheld without motivation. Any transfer or assignment in violation of
the previous sentence shall be null and void.

12.2   Encumbrance

Participations may be made subject to any pledge, mortgage, usufruct, charge, lien, retention
or other encumbrance (whether or not a beperkt recht) of any nature whatsoever with the
prior approval of the Fund Manager, which can be withheld without motivation. Any
encumbrance in violation of the previous sentences shall be null and void.




                                           - 32 -
13.    REDEMPTIONS

13.1   Procedure

Participations will be redeemable at the option of the Participant and in accordance with the
Terms and Conditions as at the last Valuation Date prior to the relevant Redemption Date.

A request for redemption by a Participant shall be made by completing a Redemption Form.
Redemption Forms are available on the Fund Manager's website. Completed Redemption
Forms shall be sent to the Administrator with a copy to the Fund Manager. Redemption Forms
will need to be received by the Administrator no later than 16.00 CET on the Business Day
falling at least 1 calendar month before the relevant Redemption Date in relation to which the
Participant requests that redemption shall take place. Requests for redemption not received in
time will be held over until the following Redemption Date, provided that the Fund Manager
may decide, at its sole discretion, to accept redemption requests which are not received
timely. Redemption requests can only be made through submission of a Redemption Form,
which may be sent by fax and mail simultaneously. Redemption requests through submission
of a Redemption Form with the Administrator shall be irrevocable unless the Fund Manager
agrees otherwise.

Requests for partial redemptions may be rejected if the redemption of Participations would
result in a Participant holding Participations with an aggregate value of less than Euro 50,000.

Participants will pay a Redemption Fee in respect of redeemed Participations during the first
and second year of participation. The Redemption Fee is a fee of 2% of the Total Redemption
Price that will be deducted in respect of redeemed Participations during the first year of
participation, and a fee of 1% of the Total Redemption Price that will be deducted in respect of
redeemed Participations during the second year of participation. After this period the
Redemption Fee is equal to 0%. Half of the Redemption Fee so withheld will be for the benefit
of the Fund Manager, the other half of the Redemption Fee so withheld will be for the benefit
of the Fund.

Suspension of redemptions

The Fund Manager may suspend redemption of Participations if:

       (i)      the Fund Manager has suspended that valuation of Participants in accordance
                with section 14.2.

       (ii)     the transfer of funds realised from the sale of Fund Assets or Fund Obligations
                cannot, in the sole opinion of the Fund Manager, be effected at normal rates
                of exchange;

       (iii)    exchanges are not open for business or the sale of Fund Assets or Fund
                Obligations is otherwise restricted or suspended;

       (iv)     a state of affairs exists which constitutes a state of emergency as a result of
                which the sale of Fund Assets or Fund Obligations would, in the sole opinion of


                                             - 33 -
               the Fund Manager, not be practical or would negatively affect the rights of
               other Participants;

       (v)     the Participant did not act in compliance with applicable legislation or the
               Terms and Conditions; or

       (vi)    for whatever reason, the valuation of Fund Assets or Fund Obligations to be
               sold cannot be promptly or accurately ascertained.

13.2   Settlement

Payment of the Total Redemption Amount will normally be made within 1 calendar month
after the determination of the Net Asset Value as per the relevant Redemption Date, unless
exceptional circumstances occur, in which case the Total Redemption Amount will be paid at
the earliest possible Business Day thereafter. The payment will be made to a bank account
designated in writing by the relevant Participant to the Administrator. No interest will be paid
on the Total Redemption Amount.

13.3   Money Laundering

Participants should note that a redemption request may be refused if it is not accompanied by
such additional information as may reasonably be required. This power may, without
limitation to the generality of the foregoing, be exercised where proper information has not
been provided for money laundering verification purposes.




                                             - 34 -
14.    VALUATION

14.1   Net Asset Value

The Net Asset Value, the Net Asset Value per Participation and the Net Asset Value per Series
of Participations will be expressed in Euro and determined at the close of business on each
Valuation Date by the Fund Manager. The Net Asset Value and the Net Asset Value per
Participation shall be published on the website of the Fund Manager or otherwise be made
available to the Participants.

The Net Asset Value will for each Series of Participations be adjusted for the Performance Fee
attributable to the Series of Participations concerned.

Valuation Methods

Fund Assets and Fund Obligations will be valued in accordance with a valuation policy written
and maintained by the Fund Manager and applied by the Administrator to which the following
policies and principles apply:

       (i)      insofar as the contrary is not stated, Fund Assets and Fund Obligations shall be
                valued at par;

       (ii)     securities regularly listed or traded on a regulated market or exchange shall be
                valued at the price most recently quoted on the main exchange for the security
                in question on the preceding exchange day;

       (iii)    securities for which no daily price is calculated shall be valued on the basis of
                the most recent official price, unless the Fund Manager is of the opinion that
                this price does not correspond with the actual value of the security in question,
                in which case the Fund Manager shall endeavour to find an independent
                pricing source for the security, or the Fund Manager can determine the value
                itself on the basis of all available information;

       (iv)     the Fund Manager shall value all other Fund Assets and Fund Obligations on
                the basis of current market value, subject to the most recent market
                quotations and customary valuation methods that apply for the relevant Fund
                Asset or Fund Obligation; and

       (v)      all Fund Assets and Fund Obligations denominated in foreign currency shall be
                converted into Euro at the applicable exchange rates.

The determination of the Net Asset Value and the Net Asset Value per Participation will be
delegated to the Administrator. In determining the Net Asset Value, the Net Asset Value per
Participation and the Net Asset Value per Series of Participations, the Administrator will follow
the valuation policies and procedures adopted by the Fund as set out above. If and to the
extent that the Fund Manager is responsible for or otherwise involved in the pricing of any of
the Fund's portfolio securities or other assets, the Administrator may accept, use and rely on
such prices in determining the Net Asset Value and shall not be liable to the Fund, any


                                             - 35 -
Participant, the Fund Manager or any other person in so doing. The Administrator shall only be
liable to the Fund for any loss resulting from its own negligence or default.

The reasonable decision of the Administrator and the Depositary regarding the Net Asset
Value, including the determination whether a method of valuation fairly indicates fair market
value, and the selection of experts for purposes of assessing the value of Fund Assets and the
value of all accrued Fund Obligations, shall be conclusive and binding upon all Participants.

14.2   Suspension of Valuation

The Fund Manager can declare a suspension of the determination of the Net Asset Value and
the Net Asset Value per Participation for the whole or part of any period during which:

       (i)     one or more markets, on which Fund Assets are listed (or securities which
               belong to the assets of a collective investment scheme in which the Fund is
               invested are listed directly or indirectly), are closed on other days than normal
               days of closure or the transactions on these exchanges are suspended or
               subject to irregular restrictions;

       (ii)    the communication means or calculation facilities normally used to determine
               the Net Asset Value no longer function or, for any other reason, the value of a
               Fund Asset or Fund Obligation cannot be determined with the speed or
               accuracy desired by the Fund Manager;

       (iii)   there are factors relating to the political, economic, military, terrorism or
               monetary situation that make it impossible for the Fund Manager to determine
               the Net Asset Value; and

       (iv)    a resolution to liquidate the Fund has passed.

When the Administrator is unable to determine the Net Asset Value and the Net Asset Value
per Participation, this information will be published on the website of the Fund Manager or
otherwise be made available to the Participants.




                                            - 36 -
15.    FEES, COSTS AND EXPENSES

15.1   Management Fee

The Fund Manager is entitled to a management fee equal to 16 basis points of the Net Asset
Value prior to the deduction of the Management Fee and the Performance Fee as at the last
Valuation Date of each calendar month, payable monthly in arrears out of the Fund Assets.

15.2   Performance Fee

The Fund Manager shall be entitled to a Performance Fee in respect of each Series of
Participations, payable by the Participants holding Participations of the Series concerned. The
first Performance Fee will be paid at the end of the 3rd financial year from the date of issuance
of the relevant Series of Participations. Thereafter, the Performance fee will be paid annually.

For each financial year, the Performance Fee shall be equal to 20% of the increase of the Net
Asset Value per Participation over the higher of the Hurdle Value per Participation and the
High Water Mark per Participation.

The high water mark ("High Water Mark") per Participation is the higher of the Subscription
Price at the date of issuance by the Fund of the relevant Participations and the Net Asset Value
per Participation as at the last Valuation date in the most recent financial year in which a
Performance Fee was earned with respect to such Series of Participations.

During the first three financial years after the issuance of the Participations of the relevant
Series, the hurdle value (the "Hurdle Value"), is the Subscription Price per Participation of the
relevant Series of Participations increased by a cumulative return of 5% per annum times the
number of the relevant Participations of the Series in issue at that moment. Thereafter the
Hurdle Value shall be the Net Asset Value per Participation as at the last Valuation Date of
third financial year preceding this Valuation Date increased by a cumulative return of 5% per
annum times the number of Participations of the relevant Series in issue at any one moment.

No Performance Fee will be levied if, at the relevant Valuation Day, there has been no increase
in the Net Asset Value per Participation of the relevant Series of participations over the higher
of the High Water Mark per Participation and Hurdle Value per Participation applicable to the
relevant Series of Participations.

The Performance Fee will be payable to the Investment Manager in arrears in respect of the
relevant outstanding Participations of the Series at the end of the financial year, after the
completion of the financial statements for each relevant financial year. However, in the case of
redeemed Participations of the Series during a financial year, the Performance Fee will be
calculated as though the date of redemption was the end of a financial year and an amount
equal to any accrued Performance Fee in respect of such Participations will be deducted from
the Redemption Price and will be paid to the Investment Manager.




                                             - 37 -
15.3   Fee Arrangements

The Fund Manager, at its sole discretion, may enter into rebate arrangements with
Participants, or in other cases where the Fund Manager deems the interests of the Fund
served by entering into such arrangements. Such cases may, among others and by way of
example, relate to the size of the investment by a Participant, lock-up terms or a particular
marketing strategy for the Fund.

15.4   Redemption Fee, Costs and Expenses

Participants will pay a Redemption Fee in respect of redeemed Participations during the first
and second year of participation. The Redemption Fee is a fee of 2% of the Total Redemption
Price that will be deducted in respect of redeemed Participations during the first year of
participation, and a fee of 1% of the Total Redemption Price that will be deducted in respect of
redeemed Participations during the second year of participation. After this period the
Redemption Fee is equal to 0%. Half of the Redemption Fee so withheld will be for the benefit
of the Fund Manager, the other half of the Redemption Fee so withheld will be for the benefit
of the Fund.

15.5   Administration Fee

The Administrator is entitled to a fee consistent and competitive with current market
practices. The Fund Manager shall review the fee arrangements from time to time.

15.6   Formation Costs

Costs and expenses in relation to the formation of the Fund and the issuance and placement of
the Participations, such as legal, audit, tax and other professional fees and expenses and
marketing costs, estimated to an amount of approximately Euro 75.000 will be charged to the
Fund and paid out of the Fund Assets.

15.7   Other Fund Expenses

Fees, costs and expenses in relation to the Fund shall be paid out of the Fund Assets, including
without limitation:

       (i)      the charges and expenses of legal advisers, auditors and consultants including
                in relation to due diligence on potential investments;

       (ii)     brokers' commissions (if any), borrowing charges on securities sold short and
                any issue or transfer taxes chargeable in connection with any securities
                transactions;

       (iii)    all taxes and corporate fees payable to governments or agencies;

       (iv)     the Fund Manager's fees (if any) and expenses;

       (v)      the cost of insurance (if any) for the benefit of the (executive) directors of the
                Fund Manager and the Depositary;


                                             - 38 -
       (vi)     interest on borrowings, including borrowing from the prime brokers and
                custodians engaged by the Fund;

       (vii)    communication expenses with respect to investor services and all expenses of
                meetings of shareholders and of preparing, posting on the Fund Manager's
                website, printing and distributing financial and other reports, proxy forms,
                prospectuses and similar documents;

       (viii)   litigation and indemnification expenses and extraordinary expenses incurred to
                protect or unlock the value of the Fund Assets;

       (ix)     expenses related to the administrative and trading systems of the Depositary;
                and

       (x)      all other organisational and operating expenses in relation to the Fund as
                approved by the Fund Manager.

The Fund Manager may utilise various brokers to execute securities transactions. Portfolio
transactions for the Fund will be allocated to brokers based on a number of factors, including
price, commissions, the ability of the brokers to effect the transactions, the brokers' facilities,
reliability and financial responsibility. The broker may use part of the relevant commission to
pay for certain services related to the execution of transactions on behalf of customers and/or
the provision of investment research received by the Fund Manager. It is intended that such
arrangements will assist the Fund Manager in the provision of investment management
services to the Fund. Subject to relevant regulatory rules, the Fund Manager may agree that a
broker shall be paid a commission exceeding the amount another broker would have charged
for the same transaction if, in the good faith judgement of the Fund Manager, the amount of
the commission is reasonable in relation to the value of the brokerage and other services
provided or paid for by such broker.

The Depositary, the Fund Manager, and any of their respective directors, employees and
advisors, including their former directors, employees and advisors can be indemnified out of
the Fund Assets in accordance with the Terms and Conditions.

15.8   Value Added Tax

No value added tax will be due on the Management Fee and the Performance Fee payable by
the Fund to the Investment Manager. Any other costs incurred by the Fund may be subject to
value added tax.




                                              - 39 -
16.    DISTRIBUTION POLICY

The Fund aims at capital growth. It is envisaged that any income or gains derived will be re-
invested and not distributed to the Participants.

However, the Fund Manager may, at its sole discretion and at any time, decide to distribute
any income or gains derived to the Participants. In this case the Participants will be notified in
writing at their addresses stated in the Register. The distribution will be made to the bank
accounts of the Participants as registered in the Register.




                                              - 40 -
17.    MEETING OF PARTICIPANTS

The Fund Manager must call a Meeting of Participants each year within 6 months after the
close of the financial year of the Fund in order for the annual accounts of the Fund and the
release (décharge) of the Fund Manager and the Depositary to be considered for approval and,
if approved, adopted.

The Fund Manager must call a Meeting of Participants in the case that one or more
participants owning together at least 50% of the outstanding Participations request the Fund
Manager to do so.

The agenda for a Meeting of Participants shall be determined at the sole discretion of the Fund
Manager, unless the meeting is called at the initiative of Participants.

The Fund Manager shall appoint a chairman and a secretary of the Meeting of Participants. The
chairman shall be responsible for determining the procedure to be adopted for the conduct of
any Meeting of Participants. The secretary shall be responsible for the preparation of the
Meeting of Participants.

Meetings of Participants will be held in The Netherlands, or another place to be determined by
the Fund Manager. Participants will be notified through a notice sent to the address of each
Participant as registered in the Register at least 15 Business Days prior to the Meeting of
Participants and will state the date, time, place and agenda for the meeting. Participants
wishing to attend a Meeting of Participants have to notify the Fund Manager thereof in writing
no later than 10 Business Days prior to the Meeting of Participants. Participants which have so
notified the Fund Manager are entitled to be heard at the meeting and to exercise their voting
rights.

One vote may be cast per Participation.




                                            - 41 -
18.    DISCLOSURE OF REPORTS, FINANCIAL STATEMENTS AND OTHER INFORMATION

18.1   Reports and Financial Statements

The financial year of the Fund will coincide with the calendar year. The Fund Manager will
draw up the annual report and audited financial statements of the Fund within 4 months after
the end of the financial year.

Within 10 Business Days following a Valuation Date, or more frequent if the Fund Manager at
its sole discretion so determines, the Fund Manager shall publish on its website, the following
information:

       (i)     the Net Asset Value and the Net Asset Value per Participation as per such
               Valuation Date; and

       (ii)    the number of Participations outstanding as per such Valuation Date.

18.2   Other information

Information on the Fund Manager, the Fund and the Depositary as being available from the
Trade Register of the Chamber of Commerce as required by rules and legislation, may be
requested from the Fund Manager and are provided at cost price.

The annual financial accounts of the Fund will be audited by Ernst & Young Accountants LLP.
The Fund Manager is working with Ernst & Young Accountants LLP on an independent review
of the Fund's processes and procedures. Ernst & Young Accountants LLP will issue a separate
report with their findings identified in this review.




                                            - 42 -
19.    DISSOLUTION AND LIQUIDATION OF THE FUND

The Fund Manager, at its sole discretion, shall have the right to liquidate the Fund, provided
that it has informed the Meeting of Participants.

The liquidation of the Fund shall be effected by the Fund Manager. During the liquidation
period of the Fund the Terms and Conditions remain in full force and effect.

The balance left after the liquidation shall be distributed among the Participants in proportion
to the number of their Participations, by which the Participations shall be cancelled. Notice
that distributions are to be made payable to the Participants and the composition of the
distributions or collections shall be given in accordance with the provisions of the Terms and
Conditions.

The Fund Manager shall prepare audited liquidation accounts. Approval of those liquidation
accounts by the Meeting of Participants shall, upon the unanimous adoption by all members of
the Meeting of Participants in a resolution, in so far as that it does not make a proviso,
constitute a discharge (décharge) of the Depositary and the Fund Manager.




                                             - 43 -
20.    TAXATION

The following summary of certain Dutch taxation matters is based on the laws and practice in
force as of the date of this Prospectus and is subject to any changes in law and the
interpretation and application thereof, which changes could be made with retroactive effect.
The following summary does not purport to be a comprehensive description of all the tax
considerations that may be relevant to a Participant, and does not purport to deal with the tax
consequences applicable to all categories of Participants. For the purpose of this summary it is
further assumed that no individual holding a Participation has a substantial interest or deemed
substantial interest (generally, an interest of 5% or more) within the meaning of chapter 4 of
the Income Tax Act (Wet inkomstenbelasting 2001) in the Fund. Participants should consult
their professional advisers on the tax consequences of their acquiring, holding and disposing of
the of the Participations.

20.1   Taxation of the Fund

The Fund qualifies as a tax-exempt investment fund (vrijgestelde beleggingsinstelling) within
the meaning of Article 6a of the Dutch Corporate Income Tax Act (Wet op de
vennootschapsbelasting 1969). Accordingly, the Fund will not be subject to Dutch corporate
income tax.

The Fund will not qualify as a resident (inwoner) of The Netherlands for the purposes of double
tax treaties The Netherlands has concluded with other jurisdictions, as a result of which the
Fund shall not be entitled to any treaty benefits.

20.2   Taxation of Participants

Dutch Resident Participants

Corporate Participants

Corporate Participants that are resident or deemed to be resident in The Netherlands for
Dutch tax purposes, without being exempt from Dutch corporate tax, are subject to Dutch
corporate income tax with respect to income and capital gains derived from the Participations.

Dutch corporate Participants are required to annually revalue their Participation at fair market
value.

Dutch corporate Participants will not be eligible for an exemption from Dutch corporate
income tax on income and capital gains in respect of their holding of Participations.

Individual Participants

Unless condition (i) or (ii) below applies, an individual Participant who is, is deemed to be, or
has elected to be treated as, resident in The Netherlands for Dutch tax purposes will be subject
to income tax in The Netherlands on the basis of a deemed return, regardless of any actual
income or capital gain derived from his participation in the Fund. The deemed return amounts
to 4% of the average value of the individual's net assets in the relevant fiscal year (including


                                             - 44 -
the Participation). Subject to application of personal allowances, the deemed return will be
taxed at a rate of 30%.

Such Participant, however, is subject to income tax in The Netherlands in respect of any
income or a capital gain derived from his Participation at rates up to 52% if:

       (i)      the Participant has an enterprise or an interest in an enterprise to which the
                Participation is attributable; or

       (ii)     the income or capital gain qualifies as income from miscellaneous activities
                (belastbaar resultaat uit overige werkzaamheden) as defined in the Income Tax
                Act (Wet inkomstenbelasting 2001), including - without limitation - activities
                that exceed normal asset management (normaal, actief vermogensbeheer).

A Participant as mentioned under (i) and (ii) is required to annually revalue his Participation at
fair market value.

Non-Dutch Resident Participants

Non-Dutch resident Participants normally will not be subject to Dutch income or corporate
taxation with respect to income or capital gains realized in connection with the Participations
unless there is a specific connection with The Netherlands, such as an enterprise or part
thereof which is carried on through a permanent establishment in The Netherlands or, if the
Participant is an individual, the performance of activities in The Netherlands that exceed
normal asset management.

A Participant will not become resident or deemed to be resident in The Netherlands by reason
only of the holding of a Participation.

20.3   Withholding Tax

Distributions by the Fund in respect of the Participations will not be subject to withholding tax.

20.4   Other Taxes and Duties

The subscription, issue, placement, delivery or transfer of Participations will not be subject to
registration tax, transfer tax, stamp duty, or any other similar tax or duty in The Netherlands.




                                              - 45 -
21.   OTHER INFORMATION

The Fund Manager has devised and implemented extensive policies and procedures that
define how the Fund Manager will operate and what checks and balances exist to ensure
adherence to those policies and procedures.




                                        - 46 -
22.    RISK FACTORS

There can be no assurance that the Fund's investment policy will be successful or that the Fund will
achieve its Investment Objectives as described in section 3 (Investment Objectives, Strategy and
Restrictions). An investment in Participations carries a high degree of risk and is suitable only for
persons who can assume the risk of losing their entire investment. Potential investors should
consider, among others, the risks mentioned below, review this Prospectus and its ancillary
documents such as the Subscription Form carefully and in their entirety and consult with their
professional advisors. Returns on past investments are no guarantee as to the returns on future
investments. This Prospectus does not purport to identify, and does not necessarily identify, all of the
risk factors associated with investing in the Participations and certain risks not identified herein may
be substantially greater than those that are. Accordingly, each prospective investor, prior to making
any investment decision, must conduct and subsequently rely upon its own investigation of risk
factors associated with the proposed investment. The value of the investments may fall as well as
rise. Investment in the Fund should therefore be regarded as long-term and should only form part of
a diversified investment portfolio. An investment in the Fund requires the financial ability and
willingness to accept for an indefinite period of time the risk and lack of liquidity inherent in the Fund.

22.1   Investment Risks

       (i)      Short Selling

                The Fund may make extensive use of short selling and synthetic short selling
                constructions within the limits set out in section 3 (Investment Objectives, Strategy
                and Restrictions). As there is no limited down side to such transactions, the Fund
                may incur heavy losses before short positions can be closed out. The Fund's
                vulnerability to potential losses incurred in short selling may be enlarged due to the
                illiquidity of the involved securities. Losses on short selling may exceed the Net Asset
                Value of the Fund causing Participants to lose out on their entire investment in the
                Fund.

       (ii)     Leverage

                The Fund may use borrowing for investment purposes or for financing its obligations,
                including the payment of redemptions, up to a maximum of 100% of the Net Asset
                Value.

                While leverage presents opportunities for increasing total return, it has the effect of
                potentially increasing losses as well. If income and appreciation on investments
                made with borrowed funds are higher than the cost of the leverage, the Net Asset
                Value and the Net Asset Value per Participation will increase. If income and
                appreciation on investments made with borrowed funds are less than the cost of
                leverage, the value of the Net Asset Value and the Net Asset Value per Participation
                will decrease. Accordingly, any event which adversely affects the value of an
                investment by the Fund will be magnified to the extent leverage is employed.




                                                  - 47 -
        Repayment obligations to funding parties (including but not necessarily limited to
        the Prime Broker) will be secured upon the Fund Assets. This means that funding
        parties will be preferred creditors of the Fund.

(iii)   Lack of Liquidity

        Part of the investments of the Fund may be in financial instruments which are illiquid
        or may become illiquid under certain market conditions. Accordingly, it may not
        always be possible to purchase or sell those financial instruments for the prices
        quoted on the various exchanges or for their expected value. The Fund's ability to
        respond to market movements may be impaired and the Fund may experience
        severe adverse price movements upon liquidation of its investments.

        If trading on an exchange is suspended, the Fund may not be able to execute trades
        or sell positions at preferred prices. OTC transactions may involve additional risk, as
        there is no exchange or market on which to close out an open position. It may be
        impossible to liquidate an existing position, to assess the value of a position or to
        assess the exposure to risk.

(iv)    Concentration of Investments

        The Fund may hold relatively few, large investments in relation to the size of the
        Fund. The Fund could be subject to significant losses if it holds a large position in a
        particular investment that declines in value or is otherwise adversely affected. Lack
        of liquidity as mentioned in paragraph (iii) may aggravate such losses significantly.

        In addition, the Fund may own a significant percentage of the shares issued by a
        company. It may not always be possible to dispose of such shares without incurring
        significant losses. Potential profits may not always be immediately realisable and
        may therefore be lost prior to realisation.

(v)     Valuation of Investments in Non-Listed Financial Instruments

        Valuations of investments in non-listed financial instruments will be made with all
        appropriate care and diligence in accordance with market standards. However, no
        guarantee can be given that the value attributed to such interest is entirely accurate.
        Therefore, the Net Asset Value may not accurately describe the amount which may
        be realised upon sale of the investments of the Fund.

(vi)    Redemption Risk

        The Fund is a semi open-ended fund and Participations may be redeemed in
        accordance with section 13 (Redemptions) of this Prospectus and the Terms and
        Conditions. Redemptions may cause the Fund to dispose of assets in order to meet
        its redemption obligations earlier than anticipated or under less favourable market
        conditions than the Fund would otherwise have disposed of such assets. This may
        result in a lower Net Asset Value of the Fund generating lower or negative returns



                                        - 48 -
               for the non-redeeming Participants. Significant redemptions may lead to significant
               losses to Participants which remain invested in the Fund.

       (vii)   Limited Due Diligence

               The Fund Manager will not always carry out a business analysis and will usually not
               engage in extensive due diligence procedures prior to investing in certain
               companies.

22.2   General Risks

       (i)     Business Risk

               The investment results of the Fund are reliant upon the success of the Fund
               Manager. Returns on past investments are no guarantee as to the returns on future
               investments.

               The investment performance of the Fund is substantially dependent on the services
               of key individuals who are responsible for managing the investments of the Fund.
               These key individuals are connected with the Fund Manager. In the event of death,
               disability, departure, insolvency or withdrawal of any of these key individuals, the
               performance of the Fund may be adversely affected.

               No assurance can be given that the Participations of the Fund will increase in value.
               An investment in Participations therefore carries a high degree of risk and is suitable
               only for persons who can assume the risk of losing their entire investment.

       (ii)    Net Asset Value Considerations

               The Net Asset Value per Participation is expected to fluctuate over time with the
               performance of the Fund's investments. A Participant may not fully recover its initial
               investment when he chooses to redeem his Participations or upon compulsory
               redemption if the Net Asset Value per Participation at the time of such redemption
               is less than the Subscription Amount paid by such Participant or if any un-amortized
               costs and expenses of establishing the Fund remain.

       (iii)   Illiquidity of Participations

               The Participations are not listed on any stock exchange. Participants will, however,
               be able to redeem their Participations subject to the restrictions set out herein and
               in accordance with the Terms and Conditions and they have the option to transfer
               their Participations to third parties after receiving the consent of the Fund Manager
               and the Depositary. As redemption is subject to the restrictions set out herein and in
               the Terms and Conditions, a Participant may not always be in the position to redeem
               at the expected Net Asset Value per Participation.

       (iv)    Inflation & Deflation




                                                - 49 -
               Due to inflation, the relative value of Participations may decline. The Fund will not
               specifically hedge inflation risk or take other measures to mitigate this specific risk.

       (v)     Securities Borrowing

               Securities borrowing transactions may involve that borrowed securities will need to
               be returned to the lender on a date earlier than expected in which case such
               securities may need to be purchased in the market against prices which are higher
               than anticipated. Any re-call of securities by the lender may involve that the Fund
               will not be able to purchase securities in the market for redelivery in which case the
               Fund may incur fines or penalties, or, alternatively, it may have to pay significantly
               higher prices to buy back the securities.

22.3   Market Risks

       (i)     Settlement Risk

               Some of the markets in which the Fund may affect its transactions are OTC or
               "interdealer" markets. The participants in such markets are typically not subject to
               credit evaluation and regulatory oversight as are members of "exchange-based"
               markets. To the extent the Fund invests in OTC transactions, on these markets, the
               Fund may take a credit risk with regard to parties with whom it trades and may also
               bear the risk of settlement default. These risks may differ materially from those
               entailed in exchange-traded transactions, which generally are backed by clearing
               organisation guarantees, daily marking-to-market and settlement, and segregation
               and minimum capital requirements applicable to intermediaries. Transactions
               entered into directly between two counterparties generally do not benefit from such
               protections. This will expose the Fund to the risk that a counterparty will not settle a
               transaction in accordance with its terms and conditions because of a dispute over
               the terms of the contract (whether or not bona fide) or because of a credit or
               liquidity problem, thus causing the Fund to suffer a loss. The Fund will not be
               restricted from dealing with any particular counterparty or from concentrating any
               or all of its transactions with one counterparty. The ability of the Fund to transact
               business with any one or number of counterparties, the lack of any independent
               evaluation of such counterparties' financial capabilities and the absence of a
               regulated market to facilitate settlement may increase the potential for losses by
               the Fund.

               In addition, with respect to synthetic positions, the Fund will not usually have a
               contractual relationship with the underlying issuer of the underlying obligation.
               Therefore, the Fund will generally have no direct right to enforce compliance by the
               actual issuer with the terms of the underlying obligation nor have any voting rights
               with respect to the underlying obligation. In the event of the insolvency of the
               counterparty to such synthetic position, the Fund will be treated as a general




                                                - 50 -
               creditor of such counterparty and will not have any claim with respect to the
               underlying obligation.

       (ii)    Currency Exposure

               The Participations are denominated in Euro and will be issued and redeemed in this
               currency. A large part of the assets may, however, be invested in securities and
               other investments which are denominated in other currencies than the Euro.
               Accordingly, the value of such assets may be affected favourably or unfavourably by
               fluctuations in currency rates. In addition, potential investors whose assets and
               liabilities are predominantly in other currencies should take into account the
               potential risk of loss arising from fluctuations in value between the Euro and such
               other currencies. Currency exposures of the Fund will in principle not be hedged.

22.4   Risks Inherent to the Use of OTC Derivatives

       (i)     Margin and Leverage

               The OTC Derivatives used may be highly volatile and may expose the Fund to a high
               risk of loss. The initial margin deposits required to establish a position in such
               instruments permit a high degree of leverage. As a result, depending on the type of
               instrument, a relatively small movement in the price of a contract may result in a
               profit or a loss which is high in proportion to the amount of funds actually placed as
               initial margin and may result in losses exceeding the margin deposited.

       (ii)    Liquidity Risk

               Transactions in OTC Derivatives may also involve additional liquidity risk, as there is
               no exchange or market on which to close out an open position. It may be impossible
               to liquidate an existing position, to assess the value of a position or to assess the
               exposure to risk. In adverse market conditions, there may be virtually no liquidity
               with very significant price movements as a result, which could lower the Net Asset
               Value significantly within a short period of time.

       (iii)   Hedges

               Appropriate hedges may not at all times be available to the Fund to cover the risks
               ran on derivative transactions. Therefore, the Fund may not be able to limit losses
               incurred in those transactions or may only be able to close out a position at
               significant costs to the Fund.

22.5   Other Risks

       (i)     Political Risk

               The investments of the Fund may be adversely affected by developments in the
               countries that the Fund may invest in. This may result in a partial or complete loss of
               the investments made by the Fund. Such developments include, without limitation:



                                               - 51 -
        (i)     war;

        (ii)    civil unrest, ranging from protests to civil war;

        (iii)   changes in the political situation and/or government of a country; and

        (iv)    acts of terrorism.

(ii)    Conflicts of Interest

        It is possible that the Fund Manager, the Depositary or the Administrator may, in the
        course of business, have conflicts of interest with the Fund. Each will, at all times,
        have regard in such event to its obligations to the Fund and will endeavour to ensure
        that such conflicts are resolved fairly.

        In addition, subject to applicable law, any of the foregoing may deal, as principal or
        agent, with the Fund, provided that such dealings are carried out as if effected on
        normal commercial terms negotiated on an arm's length basis.

        The Fund Manager or any person connected with the Fund Manager may invest in,
        directly or indirectly, or manage or advise other investment funds or accounts which
        invest in assets which may also be purchased or sold by the Fund. Neither the Fund
        Manager nor any person connected with it is under any obligation to offer
        investment opportunities of which any of them becomes aware to the Fund or to
        account to the Fund in respect of (or share with the Fund or inform the Fund of) any
        such transactions or any benefit received by any of them from any such transaction,
        but will allocate such opportunities on an equitable basis between the Fund and
        other clients.

(iii)   Profit Sharing

        In addition to receiving a Management Fee, the Fund Manager receives a
        Performance Fee as described in section 15 (Fees, Costs and Expenses) of this
        Prospectus and accordingly the Performance Fee will increase with regard to
        unrealised appreciation, as well as realised gains. The Performance Fee may create
        an incentive for the Fund Manager to take more risks than it would take in the
        absence of a fee based on the performance of the Fund. However this is mitigated
        by the fact that Performance Fees are based on 3 years rolling average performance.

(iv)    Regulatory Risk

        The regulatory environment for investment funds is evolving and changes therein
        may adversely affect the Fund's ability to pursue its investment strategies. In
        addition, the regulatory and/or tax environment for derivative and related
        instruments is evolving and may be subject to modification by government or
        judicial action which may adversely affect the value of the investments held by the




                                            - 52 -
Fund. The effect of any future regulatory or tax change on the Fund is impossible to
predict.

Furthermore, unclear rules and regulations and conflicting advice may result in a
breach of rules and regulations applicable to the Fund. Resulting fines and other
sanctions and possible damage to the reputation of the Fund, the Fund Manager and
other connected persons may result in a negative impact on the Net Asset Value and
the Net Asset Value per Participation.

                                        ***




                               - 53 -
                          SCHEDULE 1 TERMS AND CONDITIONS OF MANAGEMENT AND CUSTODY




                                                    TABLE OF CONTENTS


1.       Definitions .......................................................................................................................... 55
2.       Name, Nature, Duration and Registration ........................................................................... 59
3.       Investment Objectives. Investment Restrictions ................................................................. 60
4.       Management and Administration ....................................................................................... 61
5.       Custody .............................................................................................................................. 62
6.       Authority to Invest and Administer the Fund Assets ............................................................ 63
7.       Rights and Obligations of the Participants ........................................................................... 64
8.       Participations ...................................................................................................................... 65
9.       Determination of the Net Asset Value and Value of the Participations ................................ 67
10.      Issue of Participations ......................................................................................................... 69
11.      Tranfer or Encumbrance of Participations ........................................................................... 70
12.      Redemption of Participations .............................................................................................. 71
13.      Notices ............................................................................................................................... 73
14.      Reporting ............................................................................................................................ 74
15.      Financial Year...................................................................................................................... 75
16.      Accounting .......................................................................................................................... 76
17.      Distributions ....................................................................................................................... 77
18.      Fees and Expenses .............................................................................................................. 78
19.      Meeting of Participants ....................................................................................................... 79
20.      Resignation and Replacement of the Fund Manager or the Depositary ............................... 80
21.      Amendment to the Terms and Conditions ........................................................................... 81
22.      Indemnification................................................................................................................... 82
23.      Liquidation.......................................................................................................................... 83
24.      Applicable Law and Competent Court ................................................................................. 84
Annex 1 Subscriber Representations and Warranties ....................................................................... 85




                                                                    - 54 -
        TETHYS-ALPHEUS FUND TERMS AND CONDITIONS OF MANAGEMENT AND CUSTODY



1.       DEFINITIONS

In these Terms and Conditions the following capitalized expressions shall have the following
meanings:

"Administrator"               means TMF FundAdministrators B.V., a private limited
                              company (besloten vennootschap) having its statutory seat in
                              Amsterdam, with its office at Westblaak 89, 3012 KG,
                              Rotterdam, The Netherlands and registered with the Chamber
                              of Commerce in Rotterdam under number 24266841, or such
                              other administrator of the Fund as may be appointed from
                              time to time by the Fund Manager;

"Auditor"                     means Ernst & Young Accountants LLP, or such other
                              registered accountant or other expert as referred to in
                              Section 2:393 Subsection 1 of the Dutch Civil Code, who has
                              been instructed to audit the annual reports as may be
                              appointed from time to time by the Fund Manager;

"Business Day"                means any day on which banks are generally open for
                              business in The Netherlands;

"Cash Portfolio"              means the sum of all cash (and cash equivalent, e.g. short
                              term government bonds) positions, currency hedging
                              positions, and all other non Investment Portfolio assets
                              and/or liabilities (e.g. accruals);

"CET"                         means Central European Time or Central European Summer
                              Time, as the case may be;

"Depositary"                  means Stichting Depositary Tethys–Alpheus Fund or such
                              other depositary (bewaarder) as may be appointed from time
                              to time in accordance with these Terms and Conditions;

"Derivative"                  means a financial instrument, product or index which is not a
                              direct investment, but instead derives its economic
                              characteristics from the economic characteristics of one of
                              more direct or derivative financial instruments, products or
                              indexes;

"FMSA"                        means the Dutch Financial Markets Supervision Act (Wet op
                              het financieel toezicht);




                                            - 55 -
"Fund"                      means the aggregate of the Fund Assets and the Fund
                            Obligations, in which monies or other assets are called or
                            received for the purpose of collective investment by the
                            Participants, as governed by these Terms and Conditions. The
                            Fund constitutes of two parts, the Investment Portfolio and
                            the Cash Portfolio;

"Fund Assets"               means all Securities, Derivatives, and/or other assets
                            (goederen), including cash, that are acquired by the
                            Depositary (or the Fund Manager in the name of and on
                            behalf of the Depositary) and held by the Depositary in its
                            own name for the account and risk of the Participants in
                            connection with the Fund;

"Fund Manager"              means Tethys–Alpheus Investment Management B.V., a
                            private company with limited liability (besloten vennootschap
                            met beperkte aansprakelijkheid) having its statutory seat in
                            Hoofddorp, with its office at Planetenweg 5, 2132 HN,
                            Hoofddorp, The Netherlands and registered with the
                            Chamber of Commerce in Amsterdam under number
                            34379161, or such other fund manager (beheerder) as may be
                            appointed from time to time in accordance with these Terms
                            and Conditions;

"Fund Obligations"          means the obligations which the Depositary (or the Fund
                            Manager in the name of and on behalf of the Depositary)
                            assumes and/or incurs in its own name for the account and
                            risk of the Participants in connection with the Fund and any
                            obligations assumed and/or incurred in accordance with
                            Article 4.1 hereof;

"High Water Mark"           has the meaning ascribed to it in Article 18.4 hereof;

"Hurdle Value"              has the meaning ascribed to it in Article 18.5 hereof;

"Investment Objectives"     means the investment objectives of the Fund as set forth in
                            Article 3.1;

"Investment Portfolio"      means the sum of the equity (and equity-like, e.g. credits)
                            long and short positions, as well as possible positions in
                            instruments for hedging purposes (excluding currency
                            hedging);

"Investment Restrictions"   means the investment restrictions to be observed by the Fund
                            as referred to in Article 3.2;




                                          - 56 -
"Management Fee"            means the fixed part of the Fund Manager's remuneration to
                            be calculated in accordance with the provisions of Article 18.1
                            of these Terms and Conditions;

"Meeting of Participants"   means the body of representatives of the Fund consisting of
                            all Participants or a meeting of such body of representatives,
                            as the case may be;

"Net Asset Value"           means the balance, expressed in Euro, of the value of the
                            Fund Assets and the value of the Fund Obligations,
                            determined in accordance with the provisions of Article 9
                            hereof;

"Participant"               means a person or entity, who or which as holder of one or
                            more Participations, participates in the Fund in accordance
                            with the Subscription Form and these Terms and Conditions;

"Participation"             means a unit in which the rights of the Participants to the Net
                            Asset Value have been divided, each Participation, belonging
                            to a specific Series, represents an equal interest to the Net
                            Asset Value without priority or preference one over the other,
                            on the understanding that the Fund may also issue fractions
                            of Participations, expressed up to four (4) decimals. The
                            Participations are divided into different Series of
                            Participations;

"Performance Fee"           means the variable part of the Fund Manager's remuneration
                            to be calculated in accordance with the provisions of Article
                            18 hereof;

"Prospectus"                means the Prospectus relating to the Fund, as amended from
                            time to time;

"Redemption Date"           means the first Business Day of every calendar month and/or,
                            under certain circumstances as set out in these Terms and
                            Conditions, such other day as the Fund Manager may from
                            time to time determine at its sole discretion;

"Redemption Fee"            has the meaning ascribed to it in Article 12.7 hereof;

"Redemption Form"           means the standard form through which a request for
                            redemption of Participations is made;

"Redemption Price"          means the Net Asset Value per Participation as at the last
                            Valuation Date prior to the relevant Redemption Date;




                                          - 57 -
"Register"                   means the register in which the names, addresses and other
                             contact details of all Participants will be entered, recording
                             the number of Participations held be the relevant Participant,
                             the Series of their Participations, the bank or securities
                             account details on which a Participant wishes to receive
                             payments and any other particulars of a Participant as
                             deemed necessary by the Fund Manager;

"Securities"                 means bonds, notes, ordinary shares, preference shares,
                             commodities, convertible securities or other securities or
                             interests in a public or private company;

"Series"                     means all participations issued as per a specific Subscription
                             Date;

"Subscription Date"          means the first Business Day of every month and/or, under
                             exceptional circumstances, such other date or dates as the
                             Fund Manager may from time to time determine at its sole
                             discretion;

"Subscription Form"          means the subscription form by which a Participant
                             subscribes for one or more Participations;

"Subscription Price"         means the price of one hundred euro (EUR 100) per
                             Participation of the relevant Series;

"Terms and Conditions"       means the terms and conditions of management and custody
                             (voorwaarden van beheer en bewaring) of the Fund set forth
                             herein, as amended from time to time;

"Total Redemption Price"     means the Redemption Price multiplied by the relevant
                             number of Participations;

"Total Redemption Amount"    means the Total Redemption Price reduced by the
                             Redemption Fee, the Performance Fee and costs of the
                             Depositary;

"Total Subscription Price"   means the Subscription Price multiplied by the relevant
                             number of Participations; and

"Valuation Date"             means the last Business Day of each month, or such other
                             date or dates as may be determined by the Fund Manager at
                             its sole discretion, the actual calculation being made on the
                             first Business Day following such date.




                                           - 58 -
2.   NAME, NATURE, DURATION AND REGISTRATION

     2.1   The name of the Fund is Tethys–Alpheus Fund.

     2.2   The Fund is a fund for joint account (fonds voor gemene rekening) established under
           the laws of The Netherlands.

     2.3   The Fund is under Dutch law not a legal entity nor a partnership, commercial
           partnership or limited partnership (maatschap, vennootschap onder firma or
           commanditaire vennootschap), but a contractual arrangement sui generis between
           the Fund Manager, the Depositary and each of the Participants separately,
           governing the assets and liabilities acquired or assumed by the Fund Manager or the
           Depositary for the account and risk of the Participants.

     2.4   These Terms and Conditions form part of the contractual relationship existing
           between the Fund Manager, the Depositary and each Participant (separately)
           originating from the execution of the Participant's Subscription Form.

     2.5   These Terms and Conditions do not form an agreement between any or all
           Participants among themselves and are not (otherwise) aimed at any cooperation
           among or between any or all Participants and no provision of these Terms and
           Conditions shall constitute or be interpreted as constituting any right or obligation
           existing between any or all Participants vis-à-vis each other or as a cooperation
           agreement (samenwerkingsovereenkomst) between the Fund Manager, the
           Depositary and any of the Participants.

     2.6   The Fund is an investment fund (beleggingsfonds) as referred to in article 1:1 of the
           FMSA. The Fund Manager is not subject to supervision by the AFM or the Dutch
           Central Bank (De Nederlandsche Bank) in respect of the Fund, nor is the Fund subject
           to such supervision, as in The Netherlands Participations may only be sold, offered,
           transferred or delivered to qualified investors (gekwalificeerde beleggers) within the
           meaning of article 1:1 of the FMSA and/or to persons who acquire the Participations
           at a counter value of at least Euro 50,000 per Participant (which amount is paid by
           the Participant upon the acquisition of the Participations).

     2.7   The Fund has requested to be qualified as a tax-exempt investment fund
           (vrijgestelde beleggingsinstelling) within the meaning of article 6a of the Dutch
           Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) and is as
           such not subject to Dutch corporate income tax.

     2.8   The Fund is formed for an indefinite period of time.




                                           - 59 -
3.   INVESTMENT OBJECTIVES. INVESTMENT RESTRICTIONS

     3.1   The Investment Objectives of the Fund are to achieve a target return of twelve per
           cent (12%) net of fees whilst using risk management skewed towards avoiding
           negative returns.

     3.2   The Fund shall try to achieve the Investment Objectives with due observance of the
           Investment Restrictions. The Investment Restrictions of the Fund are set forth in the
           Prospectus.




                                          - 60 -
4.   MANAGEMENT AND ADMINISTRATION

     4.1   The Fund Manager is charged with the management and administration of the Fund
           and is, subject to these Terms and Conditions, entitled and authorised (i) to acquire
           (verkrijgen) and to dispose of (beschikken over) Fund Assets and to enter into and
           assume Fund Obligations in the name of the Depositary and (ii) to perform any and
           all other acts in its own name or in the name of the Depositary for the account and
           risk of the Participants which are reasonably necessary for or conducive to the
           attainment of the Investment Objectives.

     4.2   In the performance of its obligations and in the exercise of its rights, powers and
           authorities hereunder, the Fund Manager shall exercise the standard of care, skill,
           prudence and diligence under the circumstances then prevailing that a prudent
           (zorgvuldig) person acting in a like capacity and familiar with such matters would use
           in the conduct of an enterprise of like character, risk profile and investment
           objectives as the Fund, having regard to the provisions hereof.

     4.3   In managing and administrating the Fund, the Fund Manager shall act solely in the
           interest of the Participants. The management and administration of the Fund shall
           be performed for the account and risk of the Participants. Benefits and/or losses
           resulting there from shall consequently be for the benefit of or be borne by the
           Participants.

     4.4   The Fund Manager shall only be liable towards the Participants for a loss suffered by
           them in connection with the performance of its duties and responsibilities under this
           Article, if and to the extent that such loss is determined by court order of final
           adjudication to be directly caused by the gross negligence (grove schuld), wilful
           default (opzet) or fraud of the Fund Manager. The Fund Manager shall not be liable
           towards the Participants for a loss suffered by them as a result of any act or
           omission of a third party or as a result of any act or omission by the Fund Manager
           arising from the Fund Manager's reliance upon any representation or warranty by a
           Participant.

     4.5   The Fund Manager may employ third parties in the exercise of its powers and duties
           under these Terms and Conditions and shall exercise reasonable prudence
           (zorgvuldigheid) in the selection of such third parties.




                                           - 61 -
5.   CUSTODY

     5.1   All Fund Assets shall be legally owned by, and will be administered in the name of,
           the Depositary. The Depositary may place the Fund Assets in custody with a
           reputable custodian. All Fund Obligations shall be assumed by the Depositary as
           debtor. All agreements of the Fund shall be entered into in the name of the
           Depositary.

     5.2   The Depositary shall acquire and hold the Fund Assets for the purpose of
           management and custody (ten titel van beheer en bewaring) for the account and risk
           of the Participants and will receive any income on Fund Assets paid to it by a
           custodian or the underlying obligor in a capacity of agent, nominee or otherwise on
           behalf and for the benefit of the Participants.

     5.3   The Depositary shall assume the Fund Obligations in its own name for the account
           and risk for the Participants, as qualified by these Terms and Conditions, without
           prejudice to Article 7.2 hereof.

     5.4   The Depositary shall ensure that with respect to the Fund Obligations assumed and
           contracts entered into in the name of the Depositary, it shall be explicitly stipulated
           that (i) the Depositary is acting in its capacity as depositary of the Fund, and, unless
           the Depositary deems such statement in a specific contract not feasible, immaterial
           and/or not in the interests of the Participants, that (ii) the counter party or counter
           parties undertake(s) to never seek recovery on anything other than the Fund Assets.

     5.5   The Depositary shall ascertain that the Fund is managed by the Fund Manager in
           accordance with the Investment Objectives on a post-trade monitoring basis.

     5.6   The Depositary's sole corporate objectives according to its bylaws shall be to act as
           depositary for the Fund. The Depositary shall not conduct any other activities.

     5.7   In acting as depositary of the Fund, the Depositary shall act solely in the interest of
           the Participants. The Depositary cannot represent (vertegenwoordigen) the
           Participants. The Depositary shall only be liable towards the Participants for a loss
           suffered by them in connection with the performance of its duties and
           responsibilities under this Article, if and to the extent that such loss is determined by
           court order of final adjudication to be is directly caused by the culpable non-
           performance (verwijtbare niet-nakoming) or defective performance (gebrekkige
           nakoming) of its obligations pursuant to this Article and notwithstanding the use of
           third party custodians by the Depositary. Otherwise the Depositary shall not be
           liable towards the Participants for any loss suffered by them as a result of any act or
           omission of a third party or as a result of any act or omission by the Depositary
           arising from the Depositary's reliance upon any representation or warranty by a
           Participant.




                                            - 62 -
6.   AUTHORITY TO INVEST AND ADMINISTER THE FUND ASSETS

     6.1   Subject to the Investment Objectives, the Investment Restrictions and this Article,
           the Fund Manager may invest in any eligible assets and assume eligible obligations.
           The determination of the Fund Manager as to whether or not the assets and
           obligations are of a type which may be purchased or held by the Depositary in view
           of the Investment Objectives shall be conclusive, subject to the Depositary's
           monitoring obligations set out in Article 5.5.

     6.2   Subject to the Investment Objectives, the Investment Restrictions, Article 5.4 and
           this Article, the Fund Manager may borrow cash and Securities in the name of the
           Depositary in order to finance Fund Assets and assume other Fund Obligations,
           including but not limited to borrowing cash and assuming obligations under
           transactions in Derivatives and Securities.

     6.3   The Fund Assets may be made subject to a pledge, mortgage, usufruct, charge, lien
           retention or other encumbrance (whether or not a beperkt recht) of any nature as
           security for obligations incurred for the purposes of the Fund.

     6.4   It is the intention that subject only to the Investment Restrictions and the specific
           restrictions mentioned herein the Fund Manager shall have the broadest power and
           authority in making investments consistent with the investment powers herein
           provided. The Fund Manager shall have sole discretionary power to retain for as long
           a period as it shall think proper and to manage, convert, exchange, transfer and
           dispose of the Fund Assets and Fund Obligations. The Fund Manager shall have and
           may exercise every right and privilege pertaining to management provided that the
           exercise of such right or privilege is consistent with these Terms and Conditions.

     6.5   Without limiting the generality of the foregoing, the Fund Manager's powers and
           authority shall include, where appropriate as attorney-in-fact (gevolmachtigde) of
           and in the name of the Depositary:

           6.5.1 to enter into, perform and carry out contracts of any kind necessary or
                 incidental to achievement of the Investment Objectives;

           6.5.2 to bring, sue, prosecute, defend, settle or comprise actions at law related to
                 the Fund;

           6.5.3 to employ, retain, replace or otherwise secure or enter into agreements or
                 other undertakings with persons or firms in connection with the management
                 and operation of the Fund, including, without limitation, brokers, fund
                 administrators, auditors, attorneys, consultants, investment bankers, any
                 other agents, all on such terms and for such consideration as the Fund
                 Manager deems advisable;

           6.5.4 to exercise the statutory and contractual rights attached to or concerning the
                 Fund Assets and Fund Obligations, such as voting rights and distribution rights;
                 and

           6.5.5 to engage in any kind of lawful activity, and perform and carry out contracts of
                 any kind, necessary or advisable in connection with the accomplishment of the
                 Investment Objectives.




                                           - 63 -
7.   RIGHTS AND OBLIGATIONS OF THE PARTICIPANTS

     7.1   Each Participant shall be beneficially entitled to the Fund Assets and Fund
           Obligations and any income generated thereon less the accrued Performance Fee
           that is attributable to a specific Series of Participations, pro rata the number of its
           Participations of the Series concerned.

     7.2   All benefits and burdens connected with the Fund, shall be for the account and risk
           of each Participant pro rata the number of its Participations, provided that
           Participants shall not bear such burdens exceeding the amount deposited into the
           Fund as consideration for the Participations held by a Participant. The Participants
           shall not be liable for the Fund Manager's or the Depositary's obligations.

     7.3   These Terms and Conditions shall be made available to the Participants and shall be
           published on the Fund Manager's website.

     7.4   Each Participant shall be bound by and subject to these Terms and Conditions by
           submitting a signed Subscription Form.




                                           - 64 -
8.   PARTICIPATIONS

     8.1   Participations shall be in registered form. Participation certificates shall not be
           issued.

     8.2   All Participations issued as per a specific Subscription Date shall jointly represent a
           specific Series of Participations.

     8.3   At the end of the third financial year after the issuance of a certain Series or at the
           earliest possible date after the third financial year, the Series will converge into the
           longest running Series if at that date a High Watermark is set for the respective
           Series and the longest running Series. The number of Participations per Participant
           for the respective Series is recalculated based on the Net Asset Value per
           Participation of the longest running Series.

     8.4   The Fund Manager shall keep the Register. The Fund Manager shall sign all entries to
           the Register, including any changes in the entry relating to it.

     8.5   The Fund Manager may rely on the accuracy of the information provided by each
           Participant for inclusion in the Register and treat such information as conclusive with
           respect to such Participant and its entitlement to its Participations. The Fund
           Manager shall not be bound:

           8.5.1 by any change in such information which has not been notified to the Fund
                 Manager in accordance with Article 8.4 hereof; or

           8.5.2 to recognise any interest or claim of any person to a Participation other than
                 the Participant whose details have been duly entered in the Register in respect
                 thereof.

     8.6   Each Participant shall notify the Fund Manager promptly of any change in the
           information included in the Register in relation to such Participant. The Fund
           Manager shall upon receipt of such notice cause the Register to be amended
           accordingly within five (5) Business Days.

     8.7   Within ten (10) Business Days upon entry (or any change in the entry relating to it)
           the Fund Manager shall send to each Participant an extract from the Register signed
           by the Fund Manager, in so far as it concerns its Participation(s). Such extract shall
           only serve as evidence of the entry or change and is non-negotiable and non-
           transferable.

     8.8   Upon written request to that effect by the Participant to the Fund Manager, an
           extract from the Register signed by the Fund Manager shall be send to the
           requesting Participant which extract shall only concern such Participant’s own
           holding. Any costs related hereto shall be charged to the relevant Participant.

     8.9   The Fund Manager may provide information included in the Register to tax,
           regulatory or other authorities if, in the Fund Manager’s reasonable opinion, this is
           required, necessary, conducive to or in the interest of the Depositary, the Fund or
           any of the Participants, including but not limited for the application of tax treaties
           between the jurisdiction of source of any income or gain and the jurisdiction of
           residence of a Participant respectively The Netherlands. Each Participant shall at the
           written request of the Fund Manager provide the Fund Manager with such



                                           - 65 -
       information and documentation as the Fund Manager may in all reasonableness
       require from the Participant in support of the Fund Manager's duty and right
       referred to in the preceding sentence.

8.10   The Fund Manager may delegate all or part of its duties and responsibilities under
       this Article 8 to the Administrator.




                                     - 66 -
9.   DETERMINATION OF THE NET ASSET VALUE AND VALUE OF THE PARTICIPATIONS

     9.1   On each Valuation Date the Fund Manager shall determine the Net Asset Value and
           the Net Asset Value per Participation. The Net Asset Value shall be expressed in Euro
           and a statement containing the Net Asset Value will be made available to the
           Participants in accordance with Article 14 hereof. The Net Asset Value will for each
           Series of Participations be adjusted for the Performance Fee attributable to the
           Series of Participations concerned.

     9.2   Notwithstanding Article 9.1, the Fund Manager may declare a suspension of the
           determination of the Net Asset Value and the Net Asset Value per Participation if:

           9.2.1 one or more markets, on which Fund Assets are listed (or securities which
                 belong tot the assets of a collective investment scheme in which the Fund is
                 invested are listed directly or indirectly), are closed on other days than normal
                 days of closure or the transactions on these exchanges are suspended or
                 subject to irregular restrictions;

           9.2.2 the communication means or calculation facilities normally used to determine
                 the Net Asset Value no longer function or, for any other reason, the value of a
                 Fund Asset or Fund Obligation cannot be determined with the speed or
                 accuracy desired by the Fund Manager;

           9.2.3 there are factors relating to the political, economic, military or monetary
                 situation that make it impossible for the Fund Manager to determine the Net
                 Asset Value; and

           9.2.4 if a resolution to liquidate the Fund is passed.

     9.3   The Net Asset Value per Series of Participations shall at any time be equal to the Net
           Asset Value of the Series concerned divided by the number of Participations of the
           Series concerned outstanding at such time.

     9.4   The value of the Fund Assets shall be determined by the Fund Manager subject to
           the following valuation methods:

           9.4.1 insofar as the contrary is not stated, Fund Assets and Fund Obligations shall be
                 valued at par;

           9.4.2 securities regularly listed on an exchange shall be valued at the most recent
                 price quoted on the main exchange for the security in question on the
                 preceding exchange day;

           9.4.3 securities for which no daily price is calculated shall be valued on the basis of
                 the most recent official price, unless the Fund Manager is of the opinion that
                 this price does not correspond with the actual value of the security in
                 question, in which case the Fund Manager shall endeavour to find an
                 independent pricing source for the security, or the Fund Manager can
                 determine the value itself on the basis of all available information.

           9.4.4 the Fund Manager shall value all other Fund Assets and Fund Obligations on
                 the basis of current market value, subject to the most recent market




                                            - 67 -
            quotations and customary valuation methods that apply for the relevant Fund
            Asset or Fund Obligation;

      9.4.5 all Fund Assets and Fund Obligations denominated in foreign currency shall be
            converted into euros at the applicable exchange rates.

9.5   The reasonable decision of the Fund Manager regarding the Net Asset Value,
      including the determination whether a method of valuation fairly indicates fair
      market value, and the selection of experts for purposes of assessing the value of the
      Fund Assets and the Fund Obligations, shall be conclusive and binding upon all
      Participants.

9.6   The Fund Manager may delegate all or part of its duties and responsibilities under
      this Article 9 to the Administrator.




                                     - 68 -
10.   ISSUE OF PARTICIPATIONS

      10.1   The Fund Manager shall determine the Total Subscription Amount for Participations
             to be issued as well as the other conditions of the issuance, including the form of the
             consideration. Participations shall only be issued after the Total Subscription Price
             has been paid and received by the Depositary.

      10.2   The issue of Participations is restricted to persons or entities who acquire the
             Participations at a counter value of at least EUR 50,000 (net of any fees and costs)
             per Participant, which amount is paid into the Fund by the Participant upon the
             acquisition of the Participations.

      10.3   Notwithstanding Article 10.2, the Fund Manager may at its sole discretion resolve to
             whom Participations shall be issued and may at its sole discretion decide to
             temporarily discontinue or indefinitely stop the issuance of Participations.

      10.4   Applications for Participations shall be made by submitting a completed a
             Subscription Form. Subscription Forms are available on the Fund Manager's website.
             Participants may acquire Participations on each Valuation Date by notifying the
             Depositary by means of a signed Subscription Form up to five (5) Business Days prior
             to the Subscription Date in relation to which the applicant wishes to receive
             Participations. The Fund Manager may decide, at its sole discretion, to accept
             Subscription Forms which are not received timely, provided that such Subscription
             Forms are received no later than one (1) Business Day prior to the relevant
             Subscription Date.

      10.5   The Depositary shall issue Participations subscribed for in accordance with and
             subject to the provisions of the Subscription Form and the Prospectus.

      10.6   Participations shall be issued by the Depositary and acquired by the Participants on
             Subscription Dates, provided that the Total Subscription Amount has been paid
             within the time frame set by the Fund Manager as described in the Prospectus.

      10.7   The Depositary may delegate all or part of its duties and responsibilities under this
             Article 10 to the Administrator.




                                             - 69 -
11.   TRANFER OR ENCUMBRANCE OF PARTICIPATIONS

      11.1   Participations cannot be transferred or assigned without the prior consent of the
             Fund Manager, which can be withheld without motivation.

      11.2   Participations may be made subject to any pledge, mortgage, usufruct, charge, lien,
             retention or other encumbrance (whether or not a beperkt recht) of any nature
             whatsoever with the prior approval of the Fund Manager, which can be withheld
             without motivation.




                                           - 70 -
12.   REDEMPTION OF PARTICIPATIONS

      12.1   Each Participant shall be entitled to redemption of all or some of its Participations in
             accordance with the provisions of this Article. A request for partial redemption of
             Participations may be refused if as a result of such partial redemption, the Net Asset
             Value of the Participations retained by the Participant would be less than fifty
             thousand Euro (EUR 50,000).

      12.2   The Fund Manager and the Depositary shall be entitled to redeem all (but not part
             of) the Participations of any Participant:

             12.2.1 if the Participant is dissolved, becomes insolvent, is unable to pay its debts,
                     institutes or has instituted against it a proceeding seeking a judgment of
                     insolvency or bankruptcy, any other relief under any bankruptcy, insolvency
                     or similar law;

             12.2.2 if in the Fund Manager’s reasonable opinion the tax position of the
                     Depositary, the Fund or any of the other Participants is or will become
                     negatively affected due to the tax status or position or any change therein of
                     the relevant Participant or any other circumstance concerning such
                     Participant;

             12.2.3 if the Participant fails to comply with any law or regulation aimed at the
                     prevention of money laundering;

             12.2.4 if, at the reasonable opinion of the Fund Manager, the association with the
                     Participant negatively impacts the ethical reputation of any of the other
                     Participants, the Fund Manager or the Fund; or

             12.2.5 if, for whatever reason, the continuation of the relationship cannot
                     reasonably be expected from the Fund Manager.

             Each Participant agrees that it shall immediately notify the Fund Manager if any such
             status, position, change therein or any other circumstance occurs.

      12.3   Redemption of Participations as referred to in Article 12.1 hereof shall only be
             effected as per a Redemption Date. Redemption of Participations as referred to in
             Article 12.2 may be effected at all times.

      12.4   A request for redemption by a Participant shall be made by completing a
             Redemption Form. Redemption Forms are available on the Fund Manager's website.
             Completed Redemption Forms shall be sent to the Administrator with a copy to the
             Fund Manager. Redemption Forms will need to be received by the Administrator no
             later than 16.00 CET on the Business Day falling at least one (1) calendar month
             before the relevant Redemption Date in relation to which the Participant requests
             that redemption shall take place. Requests for redemption not received in time will
             be held over until the following Redemption Date, provided that the Fund Manager
             may decide, at its sole discretion, to accept redemption requests which are not
             received timely. Redemption requests can only be made through submission of a
             Redemption Form, which may be sent by fax and mail simultaneously.




                                             - 71 -
12.5   Redemption requests through submission of a Redemption Form with the
       Administrator shall be irrevocable unless the Fund Manager agrees otherwise.
       Requests for redemption may be refused in case anti-money laundering verification
       procedures so require. The Depositary and the Fund Manager shall use their best
       efforts to comply with a request for redemption but redemption cannot be fully
       guaranteed given the nature of the Fund Assets.

12.6   The Fund Manager and the Depositary may suspend redemption of Participations if:

       12.6.1   the transfer of funds realised from the sale of Fund Assets or Fund
                Obligations cannot, in the sole opinion of the Fund Manager, be effected at
                normal rates of exchange;

       12.6.2   exchanges are not open for business or the sale of Fund Assets or Fund
                Obligations is otherwise restricted or suspended;

       12.6.3   a state of affairs exists which constitutes a state of emergency as a result of
                which the sale of Fund Assets or Fund Obligations would, in the sole opinion
                of the Fund Manager, not be practical or would negatively affect the rights of
                other Participants;

       12.6.4   the Participant did not act in compliance with applicable legislation, the
                Terms and Conditions; or

       12.6.5   for whatever reason, the valuation of Fund Assets or Fund Obligations to be
                sold cannot be promptly or accurately ascertained.

12.7   Participants will pay a Redemption Fee in respect of redeemed Participations during
       the first and second year of participation. The Redemption Fee is a fee of two per
       cent (2%) of the Total Redemption Price that will be deducted in respect of
       redeemed Participations during the first year of participation, and a fee of one per
       cent (1%) of the Total Redemption Price that will be deducted in respect of
       redeemed Participations during the second year of participation. After this period
       the Redemption Fee is equal to zero per cent (0%). Half of the Redemption Fee so
       withheld will be for the benefit of the Fund Manager, the other half of the
       Redemption Fee so withheld will be for the benefit of the Fund.

12.8   The Total Redemption Amount will be paid within one (1) calendar month after the
       relevant Redemption Date unless exceptional circumstances occur, in which case the
       Total Redemption Amount will be paid at the earliest possible Business Day
       thereafter.

12.9   Any and all Participations which are redeemed shall not be held by the Depositary
       but shall be automatically cancelled.

12.10 Immediately upon redemption, the Fund Manager shall procure that the necessary
      amendments are made to the Register.

12.11 The Depositary and the Fund Manager may delegate all or part of their duties and
      responsibilities under this Article 12 to the Administrator.




                                        - 72 -
13.   NOTICES

      13.1   All notices to Participants shall be sent in writing to the (e-mail) addresses of
             Participants stated in the Register. General notices shall be published through an
             advertisement in a national newspaper and/or published on the Fund Manager's
             website.

      13.2   All notices to the Depositary, the Fund Manager or the Administrator shall be sent in
             writing and shall be addressed or directed as to the addresses set out below or such
             other address as may have been notified to the Participants in writing:

             To the Depositary:                 Stichting Depositary Tethys – Alpheus Fund
                                                Attention of Mr. N. Heck
                                                Westblaak 89
                                                3012 KG Rotterdam
                                                P.O. Box 25121
                                                3001 HC Rotterdam
                                                The Netherlands
                                                Fax: +31 (0)10 27 11 390
                                                Email: Niels.Heck@tmf-group.com

             To the Fund Manager:               Tethys–Alpheus Investment Management B.V.
                                                Planetenweg 5
                                                2132 HN Hoofddorp
                                                The Netherlands
                                                Tel: +31 (0)23 55 63 210
                                                Fax: +31 (0)23 55 63 214
                                                E-mail: info@tethyscapital.com
                                                Website: www.tethyscapital.com

             To the Administrator:              TMF FundAdministrators B.V.
                                                Attention of Mr. N. Heck
                                                Westblaak 89
                                                3012 KG Rotterdam
                                                P.O. Box 25121
                                                3001 HC Rotterdam
                                                The Netherlands
                                                Fax: +31 (0)10 27 11 390
                                                Email: Niels.Heck@tmf-group.com




                                            - 73 -
14.   REPORTING

      14.1   Within ten (10) Business Days following a Valuation Date, or more frequent if the
             Fund Manager at its sole discretion so determines, the Fund Manager shall publish
             on it's website:

             14.1.1   the Net Asset Value and the Net Asset Value per Participation as per such
                      Valuation Date; and

             14.1.2   the number of Participations outstanding as per such Valuation Date.

      14.2   The Fund Manager shall send a Participant written confirmation in the event of any
             change in the number of Participations held by the relevant Participant.

      14.3   The Fund Manager may delegate any or part of its duties and responsibilities under
             this Article 14 to the Administrator.




                                             - 74 -
15.   FINANCIAL YEAR

      The financial year of the Fund coincides with the calendar year, provided that the first
      financial year shall end on 31 December 2010.




                                           - 75 -
16.   ACCOUNTING

      16.1   The Fund Manager shall prepare the Fund's (semi-)annual reports and audited
             financial statements, consisting of a balance sheet, an income statement and
             explanatory notes thereto. The (semi-)annual reports and audited financial
             statements of the Fund shall be signed by all members of the management board
             (bestuur) of the Fund Manager. Should one (1) or more signatures be missing, this
             shall be disclosed stating reasons.

      16.2   The Fund Manager shall appoint the Auditor to audit the annual accounts of the
             Fund referred to in Article 16.1 hereof. The Auditor shall report on his audit to the
             Fund Manager, shall set out the results of his audit in a certificate and shall be
             entitled to receive reasonable compensation for the services rendered, which will be
             paid for by the Fund.

      16.3   The Fund Manager shall cause the annual accounts to be prepared within four (4)
             months after the close of each financial year. The Fund Manager will draw up a semi-
             annual report and financial statements concerning the first half of the financial year
             within nine (9) weeks after the end of this period, provided that the first half of a
             financial year shall be 30 June 2011.

      16.4   The semi-annual accounts and the annual accounts of the Fund together with the
             Auditor's certificate referred to in Article 16.2 hereof, shall be published on the Fund
             Manager's website promptly and will be made available for inspection at the
             registered office of the Fund Manager.

      16.5   The Fund Manager may delegate all or part of its duties and responsibilities under
             this Article 16 to the Administrator.




                                             - 76 -
17.   DISTRIBUTIONS

      17.1   Subject to Article 17.2 hereof, the balance of any income or gains derived will be
             reinvested and not distributed to Participants.

      17.2   The Fund Manager may, at its sole discretion and at any time, decide to distribute
             any income or gains derived to the Participants. Any distribution of proceeds
             decided on shall be separately notified to each Participant in accordance with Article
             13 hereof.




                                             - 77 -
18.   FEES AND EXPENSES

      18.1   The Fund Manager will receive a monthly Management Fee equal to sixteen (16)
             basis points of the Net Asset Value excluding (i.e. before deduction of) the
             Management Fee and the Performance Fee, as at the last Valuation Date of each
             calendar month, payable monthly in arrears out of the Fund Assets.

      18.2   The Fund Manager shall be entitled to a Performance Fee in respect of each Series of
             Participations, payable by the Participants holding Participations of the Series
             concerned. The first Performance Fee will be paid at the end of the third (3rd)
             financial year from the date of issuance of the relevant Series of Participations.
             Thereafter, the Performance fee will be paid annually.

      18.3   For each financial year, the Performance Fee shall be equal to 20% of the increase of
             the Net Asset Value per Participation over the higher of the Hurdle Value per
             Participation (as defined in Article 18.5 hereafter) and the High Water Mark per
             Participation (as defined in Article 18.4 hereafter).

      18.4   The high water mark ("High Water Mark") per Participation is the higher of the
             Subscription Price at the date of issuance by the Fund of the relevant Participations
             and the Net Asset Value per Participation as at the last Valuation date in the most
             recent financial year in which a Performance Fee was earned with respect to such
             Series of Participations.

      18.5   During the first three financial years after the issuance of the Participations of the
             relevant Series, the hurdle value (the "Hurdle Value"), is the Subscription Price per
             Participation of the relevant Series of Participations increased by a cumulative return
             of five per cent (5%) per annum times the number of the relevant Participations of
             the Series in issue at that moment. Thereafter the Hurdle Value shall be the Net
             Asset Value per Participation as at the last Valuation Date of third financial year
             preceding this Valuation Date increased by a cumulative return of 5% per annum
             times the number of Participations of the relevant Series in issue at any one
             moment.

      18.6   No Performance Fee will be levied if, at the relevant Valuation Day, there has been
             no increase in the Net Asset Value per Participation of the relevant Series of
             participations over the higher of the High Water Mark per Participation and Hurdle
             Value per Participation applicable to the relevant Series of Participations.

      18.7   The Performance Fee will be payable to the Investment Manager in arrears in
             respect of the relevant outstanding Participations of the Series at the end of the
             financial year, after the completion of the financial statements for each relevant
             financial year. However, in the case of redeemed Participations of the Series during
             a financial year, the Performance Fee will be calculated as though the date of
             redemption was the end of a financial year and an amount equal to any accrued
             Performance Fee in respect of such Participations will be deducted from the
             Redemption Price and will be paid to the Investment Manager.

      18.8   Costs and expenses in relation to the Fund (including but not limited to fees charged
             by the Administrator and the Depositary) shall be paid out of the Fund Assets.




                                             - 78 -
19.   MEETING OF PARTICIPANTS

      19.1   Meetings of Participants may only be held when called by the Fund Manager. The
             Fund Manager will call Meetings of Participants as follows:

             19.1.1   the Fund Manager must call a Meeting of Participants each year within 6
                      (six) months after the publication of the annual accounts in order for the
                      annual accounts of the Fund and the release (décharge) of the Fund
                      Manager and the Depositary to be considered for approval and, if approved,
                      adopted.

             19.1.2   the Fund Manager must call a Meeting of Participants in the case that one or
                      more Participants owning together at least fifty per cent (50%) of the
                      outstanding Participations request the Fund Manager to do so.

             19.1.3   the Fund Manager must convene a Meeting of Participants whenever
                      otherwise required pursuant to these Terms and Conditions.

             19.1.4   the Fund Manager may convene a Meeting of Participants as often as it (at
                      its sole discretion) deems necessary in the interests of the Participants.

      19.2   The Meetings of Participants will be held in The Netherlands, at a location to be
             determined by the Fund Manager. Notice for a Meeting of Participants will be given
             in accordance with Article 13 hereof at least fifteen (15) Business Days prior to the
             meeting and will state the date, time, place and agenda for the meeting.

      19.3   Participants wishing to attend a Meeting of Participants must notify the Fund
             Manager thereof in writing no later than ten (10) Business Days prior to the meeting.
             Participants which have so notified the Fund Manager are entitled to be heard at the
             meeting and to exercise their voting rights.

      19.4   The Fund Manager shall appoint a chairman and a secretary of Meetings of
             Participants. The chairman shall be responsible for determining the procedure to be
             adopted for the conduct of any meeting. The secretary shall be responsible for the
             preparation of the meeting and the minutes of the meeting.

      19.5   The agenda for a Meeting of Participants shall be determined in the sole discretion
             of the Fund Manager save where a meeting is convened pursuant to a request made
             by one or more Participants as referred to in Article 19.1 hereof.

      19.6   In Meetings of Participants, one (1) vote may be cast per Participation.




                                             - 79 -
20.   RESIGNATION AND REPLACEMENT OF THE FUND MANAGER OR THE DEPOSITARY

      20.1   The Fund Manager or the Depositary respectively shall resign:

             20.1.1   at the time it is dissolved;

             20.1.2   by voluntary resignation;

             20.1.3   in the event of irrevocable bankruptcy or if it loses the free management of
                      its assets, including by way of being granted a moratorium.

      20.2   If the Fund Manager or the Depositary wishes or is obliged to discontinue its
             activities pursuant to Article 20.1, a Meeting of Participants shall be convened within
             four (4) weeks of notification of this fact in order to appoint a successor. All
             Participants shall be informed of the replacement.

      20.3   Should the Depositary cease to perform its function for whatever reason, while no
             subsequent depositary has been appointed by the Meeting of Participants, the Fund
             Manager shall be authorised to appoint an interim depositary until a new depositary
             has been appointed by the Meeting of Participants. The Fund Manager shall convene
             a Meeting of Participants within two (2) months after it has appointed an interim
             depositary for the purposes of appointing a permanent new depositary.

      20.4   Each of the Fund Manager and the Depositary hereby commit to cooperate fully in
             the transfer of its contractual position to a successor. In particular, the Depositary
             hereby commits in advance to transfer the Fund to a successive depositary and to
             carry out all necessary in rem acts and other acts. The Fund Manager or the
             Depositary respectively shall indemnify its successor and the Participants for all
             losses resulting from non-performance or defective performance of the above
             obligations, regardless of whether the loss is the consequence of culpable non-
             performance or defective performance of its obligations, for all losses resulting from
             breach of these conditions, applicable laws and regulations or other unlawful acts
             during the period the Fund Manager or the Depositary was in office. The above shall
             also apply if the Depositary has handed over its assets to a custodian in whole or in
             part. In such case the Depositary shall guarantee performance of the obligations
             mentioned in this Article by the custodian and shall indemnify its successor and the
             Participants for the aforementioned loss caused by the custodian.

      20.5   If no successive Fund Manager or Depositary has been appointed within ten (10)
             weeks after it became known that it wishes or is obliged to end its office, the Fund
             shall be dissolved and liquidated in accordance with the provisions of Article 23,
             unless the Meeting of Participants resolves to extend the aforementioned term.




                                                - 80 -
21.   AMENDMENT TO THE TERMS AND CONDITIONS

      21.1   The Terms and Conditions may be amended by the Depositary and the Fund
             Manager acting jointly.

      21.2   The Depositary and the Fund Manager shall inform the Participants of the text of a
             proposed amendment at least thirty (30) calendar days before the day on which the
             amendment shall come into effect through an advertisement published in a
             nationally circulated newspaper or by a notice to the Participants in accordance with
             Article 13 hereof. In addition, an explanation to the amendments will be published
             on the website of the Fund Manager.

      21.3   An amendment of the Terms and Conditions causing a reduction in Participants'
             rights or security, imposing costs on the Participants or causing a change to the
             investment policy of the Fund does not become effective in relation to the
             Participants until three (3) months following the date on which such notification has
             been published on the Fund Manager's website. Participants have the right to
             redeem their Participations within this period following the date on which such
             notification has been disclosed. The provisions of Article 12 hereof shall apply to any
             such redemption.

      21.4   The application by the Fund Manager for a licence in accordance with the FMSA and
             the connected changes in the Prospectus and these Terms and Conditions are not
             considered to cause a reduction on the rights of the Participants or security,
             imposing costs on the Participants or causing a change to the investment policy of
             the Fund.

      21.5   Upon amendment of the Terms and Conditions, the Fund Manager shall promptly
             notify the Participants of the amendments made though an advertisement published
             in a nationally circulated newspaper or a notice to the Participants in accordance
             with Article 13 hereof. In addition, the text of the revised Terms and Conditions and
             an explanation to the amendments will be published on the website of the Fund
             Manager.




                                             - 81 -
22.   INDEMNIFICATION

      22.1   The Depositary, the Fund Manager, and any of their respective directors, employees
             and advisors, including their former directors, employees and advisors, (each of
             them in this Article 22 referred to as an "Indemnified Person"), will be indemnified
             out of the Fund Assets against all claims made against such persons by third parties
             in relation to the services provided by them, in accordance with these Terms and
             Conditions, except to the extent that any such claim is determined by court order of
             final adjudication to be due to the gross negligence (grove schuld), wilful default
             (opzet) or fraud of the Indemnified Person.

      22.2   If an Indemnified Person becomes involved in any capacity in any action, proceeding
             or investigation in connection with any matter arising out of or in connection with
             the services provided by the Indemnified Person to the Fund, the Indemnified
             Person shall be reimbursed out of Fund Assets for its reasonable legal and other
             expenses (including the cost of investigation and preparation) as such legal and
             other expenses are incurred; provided that the Indemnified Person shall provide the
             Depositary with a written undertaking to promptly repay to the Fund the amount of
             such reimbursed expenses paid if it shall ultimately be determined by a court of final
             adjudication that there was no entitlement to indemnification pursuant to Article
             22.1.

      22.3   The rights of the Indemnified Persons to be indemnified in accordance with this
             Article 22 shall survive the termination of the Fund.




                                             - 82 -
23.   LIQUIDATION

      23.1   The Fund Manager, at its sole discretion, shall have the right to liquidate the Fund,
             provided that it shall inform the Participants thereof in a Meeting of Participants.

      23.2   The liquidation of the Fund shall be effected by the Fund Manager. During the
             liquidation period these Terms and Conditions shall, to the extent possible, remain in
             full force and effect.

      23.3   The balance left after the liquidation shall be distributed among the Participants in
             proportion to the number of their Participations, by which the Participations shall be
             cancelled. Notice that distributions are to be made payable to the Participants and
             the composition of the distributions or collections shall be given in accordance with
             the provisions of Article 13 hereof.

      23.4   The Fund Manager shall prepare liquidation accounts, which shall be accompanied
             by a certificate of the Auditor. Approval of those liquidation accounts by the Meeting
             of Participants shall, upon the unanimous adoption by all members of the Meeting
             of Participants in a resolution, in so far as the Meeting of Participants does not make
             a proviso, constitute a discharge of the Depositary and the Fund Manager.




                                             - 83 -
24.   APPLICABLE LAW AND COMPETENT COURT

      24.1   These Terms and Conditions shall be governed by the laws of The Netherlands.

      24.2   The competent courts of Amsterdam and its appellate courts shall have exclusive
             jurisdiction to decide on a dispute between the parties arising from these Terms and
             Conditions. These Terms and Conditions shall remain in full force and effect until
             amended in accordance with Article 21 hereof.

                                            ***




                                            - 84 -
                                       ANNEX 1
                     SUBSCRIBER REPRESENTATIONS AND WARRANTIES

The Subscriber represents and warrants to the Fund Manager and the Depositary that:

       (a)     the execution and performance of the Subscription Form do not contravene, or
               constitute a default under any provision of law applicable to the Subscriber;

       (b)     the Subscriber has the knowledge and expertise in business and financial matters to
               make it capable of assessing and evaluating the merits and risks associated with
               investing in the Fund;

       (c)     the Subscriber has independently assessed, evaluated and verified the merits and
               risks associated with investing in the Fund, as described in section 22 (Risk Factors)
               of the Prospectus, and the transactions contemplated thereunder;

       (d)     in making its decision to subscribe for Participations, the Subscriber has read
               carefully and relied solely on the Terms and Conditions, the Prospectus and the
               provisions of the Subscription Form (including all schedules and annexes to these
               documents);

       (e)     the Subscriber is aware that the Fund Manager is (i) exempt from the license
               requirement under the Dutch Financial Supervision Act (Wet op het financieel
               toezicht) to act as manager (beheerder) of the Fund and offer Participations in The
               Netherlands and, consequently, (ii) not subject to supervision by the Dutch
               Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) or the
               Dutch Central Bank (De Nederlandsche Bank N.V.);

       (f)     the Subscriber is willing to assume and will be able to bear the full financial and
               economic risk of its subscription, while maintaining adequate means of providing for
               its current needs and foreseeable contingencies, even in the event of a loss of its
               entire investment in the Fund;

       (g)     the Depositary nor the Fund Manager, nor any other person acting on behalf of the
               Depositary or the Fund Manager respectively, have provided any warranties or
               guarantees for the benefit of the Subscriber. Regarding its own financial position
               (including the tax consequences) the Subscriber did not rely on an advice of the
               Depositary or the Fund Manager, respectively or other individuals acting on behalf
               of the Depositary or the Fund Manager with respect to this investment;

       (h)     the Subscriber has the legal capacity and competence to enter into and execute the
               Subscription Form and to take all actions required pursuant hereto and if the
               Subscriber is a corporation, it has been validly and duly incorporated subsisting
               under the laws of its jurisdiction of incorporation and all necessary approvals by its
               competent body or competent bodies have been given to authorize execution of the
               Subscription Form on behalf of the Subscriber;

       (i)     the signing and the performance of the Subscription Form fall within the object
               clause of the articles of association and within the competence of the Subscriber and
               are in the interest of the Subscriber;




                                               - 85 -
(j)   the Subscriber is authorized to sign the Subscription Form and to fulfil all obligations
      arising from the Subscription Form. For this purpose the Subscriber does not have to
      register or otherwise perform acts with any public authority or independent
      supervisory authority, as all registrations or acts in respect of such public authority
      or independent supervisory authority (in so far as necessary) have taken place;

(k)   the signing and the performance by the Subscriber of the Subscription Form does
      not conflict with and will not result in any claim for default (ingebrekestelling)
      against the Subscriber under (i) any provision of law applicable to the Subscriber, or
      (ii) any directive, rule or instruction of any public authority or independent
      supervisory authority which supervises the business of the Subscriber, or (iii) the
      articles of association or other organizational documents of or regarding the
      Subscriber, or (iv) any participation agreement, judgement, judicial ruling or order,
      verdict, decree or other instrument binding on the Subscriber; and

(l)   the Subscriber agrees that the above representations and warranties in this section
      will be true and correct both as of the execution date of the Subscription Form and
      the issue of the Participations.




                                      - 86 -

				
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