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The Small Enterprise Impact Investing Fund (SEIIF) S.A., SICAV-SIF

A société anonyme qualifying as a société d’investissement à capital variable –

fonds d’investissement spécialisé

Registered pursuant to the Luxembourg law of 13 February 2007 relating to specialized investment funds, as amended or supplemented from time to time.

Issue Document

December 2014

VISA 2015/98000-7537-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 2015-02-03Commission de Surveillance du Secteur Financier

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IMPORTANT INFORMATION The Small Enterprise Impact Investing Fund (SEIIF) S.A., SICAV-SIF (the "Company") is a société anonyme qualifying under the laws of the Grand Duchy of Luxembourg as a société d’investissement à capital variable – fonds d’investissement spécialisé. The Company is registered under the 2007 Law. Such registration does not, however, imply approval by any Luxembourg authority of the contents of this Issue Document or of the portfolio of assets held by the Company. Any representation to the contrary is unauthorized and unlawful. The Company is managed by its Board. The Board is responsible for the information contained in the Issue Document. To the best of the knowledge and belief of the Board (who has taken all reasonable care to ensure that such is the case) the information contained in the Issue Document is at its date in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. The Company is offering Shares on the basis of the information contained in this Issue Document, and in the documents referred to herein which are deemed to be an integral part of this Issue Document. No person is authorized to give any information or to make any representations concerning the Company other than as contained in this Issue Document, and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Issue Document shall be solely at the risk of the Investor. The Company is established as an open-end undertaking for collective investment for an unlimited period of time. The distribution of this Issue Document is not authorized unless it is accompanied by the most recent annual report (if any) of the Company. Such report is deemed to be an integral part of this Issue Document. Statements made in the Issue Document are based on the law and practice currently in force in Luxembourg and are subject to changes therein. No person has been authorized to give any information or to make any representations in connection with the offering of Shares other than those contained in this Issue Document and the report referred to above, and, if given or made, such information or representations must not be relied on as having been authorized by the Company. The delivery of this Issue Document (whether or not accompanied by any report) or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the Company have not changed since the date hereof. The Company is reserved for Institutional Investors, Professional Investors and Well-Informed Investors within the meaning of the 2007 Law.

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Distribution of this Issue Document and the offering of the Shares may be restricted in certain jurisdictions. This Issue Document does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the person making the offer or solicitation is not qualified to do so or where a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of this Issue Document and of any person wishing to apply for Shares to inform themselves of and to observe all applicable laws and regulations of relevant jurisdictions. The Articles as well as Section X. of this Issue Document give powers to the Board to impose such restrictions as they may deem necessary for the purpose of ensuring that no Shares in the Company are acquired or held by any person in breach of the law or the requirements of any country or governmental authority, by any “Specified U.S. Persons”, “Nonparticipating Financial Institutions”, or “Passive Non-Financial Foreign Entities” with one or more substantial U.S. owners, as each defined by FATCA and the intergovernmental agreement (the “IGA”) signed between Luxembourg and the United States on 28 March 2014 or by any person in circumstances which in the sole opinion of the Board might result in the Company incurring any liability or taxation or suffering any other disadvantage which the Company may not otherwise have incurred or suffered (such persons being referred to as "Prohibited Persons"). The Board may prohibit the acquisition by, the transfer to, or compulsorily redeem all Shares held by any such persons. The value of the Shares may fall as well as rise and Shareholders may not get back the amount initially invested. Income from the Shares will fluctuate in money terms and changes in rates of exchange will, among other things, cause the value of Shares to go up or down. The levels and bases of, and reliefs from, taxation may change. Investors should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, foreign exchange restrictions, investment requirements or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding or disposal of the Shares. Alternative Investment Fund Managers Regulation: The Company characterises as an externally managed alternative investment fund within the meaning of the 2013 Law and has appointed Symbiotics S.A. as its external non-EU alternative investment fund manager. The Company is an authorised alternative investment fund governed by the 2007 Law and is subject to supervision by the CSSF. The subscription agreement by which investors may subscribe for Shares is governed by Luxembourg law. Any dispute arising from the subscription agreement will be brought before the jurisdiction of the courts of the Grand-Duchy of Luxembourg. Shareholders should note that there are no legal instruments in Luxembourg required for the recognition and enforcement of final judgments pronounced in Luxembourg.

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The Investment Manager, being a non-EU alternative investment fund manager, does not have to comply with requirements of the AIFMD before July 2015 at the earliest. As from July 2015, subject to a delegated act of the European Union authorities, the Investment Manager may apply for authorization as an AIFM. It would therefore have to comply with the full AIFMD regime and would in consequence benefit from the AIFMD passport.

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TABLE OF CONTENT

PREAMBLE ....................................................................................................................... 6

MANAGEMENT AND ADMINISTRATION ................................................................................. 7

DEFINITIONS ..................................................................................................................... 9

I. STRUCTURE OF THE COMPANY ..................................................................................... 15

II. INVESTMENT OBJECTIVE AND POLICY .......................................................................... 16

III. GENERAL RISK CONSIDERATIONS ............................................................................... 20

IV. MANAGEMENT, GOVERNANCE AND ADMINISTRATION ................................................... 26

V. DEPOSITARY AND PAYING AGENT ................................................................................ 29

VI. ADMINISTRATIVE AND REGISTRAR AND TRANSFER AGENT ............................................ 29

VII. PREVENTION OF MONEY LAUNDERING ....................................................................... 30

VIII. CONFLICTS OF INTEREST .......................................................................................... 30

IX. GENERAL DESCRIPTION OF THE SHARES OF THE COMPANY ......................................... 31

X. RESTRICTION ON THE OWNERSHIP OF SHARES ............................................................. 33

XI. REDEMPTION AND CONVERSION OF SHARES ........................................................... 36

XII. DETERMINATION OF THE NET ASSET VALUE ............................................................... 38

XIII. TEMPORARY SUSPENSION OF NET ASSET VALUE CALCULATION ................................ 42

XIV. DISTRIBUTION POLICY ............................................................................................. 43

XV. COSTS, FEES AND EXPENSES ................................................................................... 43

XVI. TAXATION ............................................................................................................... 44

XVII. ACCOUNTING PERIOD, GENERAL MEETINGS OF SHAREHOLDERS AND DOCUMENTS AVAILABLE FOR INSPECTION ............................................................................................ 50

XVIII. LIQUIDATION OF THE COMPANY .............................................................................. 52

XIX. DATA PROTECTION .................................................................................................. 52

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PREAMBLE The vision of SEIIF is to advance small enterprise financing in developing countries, utilising the power of finance in the developed world to lift people out of poverty in a manner that is consistent with Oxfam’s poverty reduction mission. With its centuries-old tradition of working to improve the lives of others, the role of the City of London Corporation in the inception of the Fund speaks strongly about the ongoing potential for the investment community to do good. As a leading impact investing boutique in emerging economies, particularly in micro- and small enterprise financing, Symbiotics materializes this vision by arranging the Fund setup and by taking on the distribution and management functions of the Fund. Initiated both by Oxfam and Symbiotics, and supported by the City of London Corporation, SEIIF brings together key expertise and experience in both the financial and impact spaces, making it a powerful and innovative vehicle through which private finance investors, as well as Development Finance Institutions, can engage with an emerging alternative asset class – with powerful results. Through SEIIF, investors will reach out to the ‘missing middle’; small businesses whose growth, previously impossible due to lack of access to investment, will create jobs and lift entire households and communities out of poverty in a sustainable manner. SEIIF will be a reference product for the impact investment space, showcasing the ability of financial services to bring real benefit to society, alongside profit. The City of London Corporation, Oxfam and Symbiotics look forward to including you in this exciting new opportunity.

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MANAGEMENT AND ADMINISTRATION Company The Small Enterprise Impact Investing Fund (SEIIF) S.A., SICAV-SIF Registered Office 5, allée Scheffer L-2520 Luxembourg Co-Initiators OXFAM Group Oxfam House John Smith Drive Cowley, Oxford, OX4 2JY United Kingdom Symbiotics Group 31, rue de la Synagogue 1204 Geneva Switzerland Impact Fulfilment Adviser SEIIF Limited Oxfam House John Smith Drive, Cowley, Oxford, OX4 2JY United Kingdom Investment Manager Symbiotics S.A. 31, rue de la Synagogue 1204 Geneva Switzerland

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Board of directors of the Company - Chairman of the Board :

o Nicholas Colloff, Director of Innovation, Oxfam GB, residing professionally at Oxfam House, John Smith Drive, Cowley, Oxford, OX4 2JY – UK

- Vice-Chairman: o Roland Dominicé, CEO, Symbiotics S.A., residing professionally at 31, rue de

la Synagogue, 1204 Geneva, Switzerland - Member

o Arnaud Gillin, Partner, Innpact S.à.r.l., residing professionally at 5, rue Jean Bertels - 1230 Luxembourg.

Administration Agent Caceis Bank Luxembourg 5, allée Scheffer L-2520 Luxembourg Depositary Caceis Bank Luxembourg 5, allée Scheffer L-2520 Luxembourg Auditors KPMG Audit S.à r.l. 9, allée Scheffer L-2520 Luxembourg Grand-Duchy of Luxembourg Legal Advisors Arendt & Medernach 14, rue Erasme B.P. 39 L-2010 Luxembourg Grand-Duchy of Luxembourg.

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DEFINITIONS The following definitions shall apply throughout this Issue Document unless the context otherwise requires: “2007 Law” The Luxembourg law dated 13 February 2007

relating to specialized investment funds, as amended or supplemented from time to time.

“2013 Law” The Luxembourg law dated 12 July 2013 on

alternative investment fund managers. “Accounting Period” The accounting period starts on 1st of April of each

year and ends on 31st of March of the following year. The first accounting period starts on the day of incorporation of the Company and ends on the 31st of March 2013.

“Accounting Principles” Lux GAAP. “Administration Agent” The administrative, registrar and transfer agent

appointed pursuant to the Administrative Agency, Registrar and Transfer Agency Agreements.

“Administrative Agency, Registrar and Transfer Agency Agreements” The agreements between the Company and Caceis

Bank Luxembourg dated June 15, 2012. “Annual Report” The annual report provided by the Company to the

Shareholders. “Application” Application comprises the provision of documents

such as written subscription, redemption and conversion forms, and, where applicable, Anti-Money Laundering/Know Your Customer documentation.

“Articles” The articles of incorporation of the Company. “Audited Financial Statements” The annual audited financial statements of the

Company. "Auditors" KPMG Audit S.à.r.l, 9 allée Scheffer, L-2520

Luxembourg. “Board” The Company’s board of directors. “Business Day” A day on which banks are generally open for

business in Luxembourg.

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“Certificate” A certificate delivered by a credit institution, another professional of the financial sector within the meaning of the Directive 2006/48/CE, a investment firm within the meaning of the Directive 2004/39/CE or a management company within the meaning of the Directive 2001/107/CE stating that a Well Informed Investor is experienced enough to appreciate in an adequate manner an investment in the Company.

“Chairperson” The chairperson of the Board. “CHF” The legal currency of Switzerland. “Class” A class of Shares in the Company. “Class A Shares” The Shares of the Company which can be subscribed

by any Institutional or Professional Investor subject to the provisions of this Issue Document.

“Class B Shares” The Shares of the Company which can be subscribed

by any private Investor subject to the provisions of this Issue Document.

“Class P Shares” Shares issued to entities of the Oxfam Group and

Symbiotics Group only. “Co-Initiators” The Oxfam Group and Symbiotics Group. “Company” The Small Enterprise Impact Investing Fund (SEIIF)

S.A. SICAV-SIF. “Conversion Day” The Valuation Days on which Shares from one Class

may be converted in another Class, subject to the provisions of Sections XI.B. “Conversion of Shares”.

“CSSF” The Commission de Surveillance du Secteur

Financier, the Luxembourg Financial Supervisory Authority.

“Depositary and Paying Agent” The depositary bank and paying agent appointed

pursuant to the terms of the Depositary and Paying Agency Agreement.

“Depositary and Paying Agency Agreement” The depositary bank and paying agency agreement

entered into between the Company and Caceis Bank Luxembourg, dated June 15, 2012.

“Directors” The members of the Board.

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“Eligibility Criteria” The list of eligible criteria that the investments of the Company shall comply with as referred to under Section II.B. “Investment Policy”.

“Eligible Investor(s)” Institutional Investors, Professional Investors and/or

Well-informed Investors, within the meaning of the 2007 Law, who are not Prohibited Persons.

“Euro” or “EUR” The legal currency of the European Monetary Union. “Exclusion List” The list of prohibited activities of the Company as

referred to under Section II.B. “Investment Policy”. “FATCA” The provisions of the Hiring Incentives to Restore

Employment (HIRE) Act of 18 March 2010 commonly referred to as the Foreign Account Tax Compliance Act (FATCA).

“GBP” The legal currency of the United Kingdom. “General Meeting” Any general meeting of Shareholders of the

Company. “Impact Fulfilment Adviser” SEIIF Limited, a company organised under the laws

of the United Kingdom, having its registered office at Oxfam House, John Smith Drive, Cowley, Oxford, OX4 2JY,UK.

“Impact Fulfilment Adviser The agreement signed between the Company and

Agreement” the Impact Fulfilment Adviser on June 15, 2012.

“Impact Fulfilment Adviser Fee” The fee payable to the Impact Fulfilment Adviser,

which is set at a maximum of 0.50% of the Net Asset Value per annum, paid out quarterly and calculated on each Valuation Day.

“Impact Support Facility” The technical assistance services provided to the

Target Entities and financed through grants. “Initial Offering Period” The initial period during which Shares may be

subscribed at the Initial Subscription Price, as determined under Section IX.B “Offering of Shares”.

“Initial Subscription Price” The initial price for subscription of Share in each

Class as determined under Section IX.B “Offering of Shares”.

“Institutional Investor” Investors who qualify as an institutional investor within

the meaning of Luxembourg laws and regulations.

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“Investment Committee” or “IC” The investment committee(s) set up by the

Investment Manager as further described under Section IV.C “Investment Manager”.

“Investment Manager” Symbiotics S.A., a public limited company organized

under the laws of Switzerland, having its registered office at 31, rue de la Synagogue, 1204 Geneva, Switzerland.

“Investment Management The agreement signed between the Company and Agreement” the Investment Manager on June 15, 2012. “Investment Manager Fee” The fee payable to the Investment Manager, which is

set at a maximum of 2.00% of the Net Asset Value per annum, paid out quarterly and calculated on each Valuation Day.

“Investment Objective” Has the meaning set out in Section II.A “General

Investment Objective”. “Investment Policy” Has the meaning set out in Section II.B “Investment

Policy”. “Investments” The investments of the Company in Target Entities. "Investor" Any person who is or becomes an investor in the

Company by entering into a subscription agreement and, where the context requires, shall include that person as a Shareholder.

“Investor Advisory Committee or The Company’s advisory committee, with such “IAC” composition, duties and responsibilities, as described

more fully in Section IV.E. “Investor Advisory Committee”.

“Issue Document” This issue document issued in accordance with

Article 52 of the 2007 Law. “Mémorial” The Mémorial, Recueil des Sociétés et Associations,

the official journal of Luxembourg. “Net Asset Value” The value of the net assets of the Company as

determined under Section XII. “Determination of the Net Asset Value”.

“Offer Price” The price at which Shares may be subscribed after

the Initial Offering Period. “Offered Shares” Has the meaning set out in Section XI. “Redemption

and Conversion of Shares”.

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“Policies and Procedures The investment policy and guidelines, including Agreement” or “PPA” the Eligibility Criteria and the Exclusion List, the

business practices policy, restrictions and procedures, relating to the Company as approved by the Board from time to time.

“Oxfam Group” Oxfam GB a company duly incorporated under the

laws of the United Kingdom with registered offices at Oxfam House, John Smith Drive, Cowley, Oxford, OX4 2JY – UK and all its subsidiaries.

“Professional Investors” Investors who qualify as professional investors under

Annex II of Directive 2004/39 on investment services and regulated markets, as amended.

“Prohibited Person” Has the meaning set out in Section X. “Restriction on

the Ownership of Shares”. “Purchase Notice” Has the meaning set out in Section X. “Restriction on

the Ownership of Shares”. “Purchase Price” Has the meaning set out in Section X. “Restriction on

the Ownership of Shares”. “Qualified Majority Vote” Means a decision of the General Meeting taken with

a presence quorum of fifty percent (50%) of the Shares issued by the Company at the first call and if not achieved, with a presence quorum of twenty-five percent (25%) of the Shares issued by the Company at the second call and, in each case, adopted with more than seventy five percent (75%) of the votes of the Shareholders validly cast at a General Meeting.

“Redemption Day” The Valuation Days on which Shares may be

redeemed at the initiative of the Shareholders, subject to the provisions under Section XI.A “Redemption of Shares”.

“Reference Currency” The reference currency of the Company, .i.e. USD, or

where applicable the reference currency of a specific Class.

“Regulated Market” A market that is recognized, operating regularly and

open to the public. “SEFI” Small enterprise financing intermediary as further

described in Section II. “Investment Objective and Policy”.

“Shares” Shares issued by the Company.

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“Shareholder” A holder of Shares of the Company. “Simple Majority Vote” Means more than fifty percent (50%) of the votes of

the Shareholders validly cast at a General Meeting. “SIF” Specialised Investment Fund. “Specialised Investment Fund“ A fund governed by the 2007 Law. “Subscription Day” The Valuation Days on which Shares may be

subscribed after the Initial Offering Period, subject to the provisions of Section IX.B “Offering of Shares”.

“Symbiotics Group” Symbiotics S.A., a public limited company organized

under the laws of Switzerland, having its registered office at 31, rue de la Synagogue, 1204 Geneva, Switzerland, and all its subsidiaries.

“Target Entities” The entities in which the Company invests in

accordance with this Issue Document. "USD" Means United States Dollar, the lawful currency of

the United States of America. “Valuation Day” The last Business Day of each calendar quarter and

any additional date, being a Business Day, as determined by the Board. There will be a first Valuation Day on September 30, 2012.

“Well-informed Investor” An investor who (i) adheres in writing to the status of

well-informed investor and (ii) either invests a minimum of €125,000 in the Company or benefits from a Certificate.

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I. STRUCTURE OF THE COMPANY

A. General Information The Company was incorporated under the name of The Small Enterprise Impact Investing Fund (SEIIF) S.A., SICAV- SIF on June 4, 2012, as a société anonyme qualifying as a société d’investissement à capital variable - fonds d’investissement spécialisé, having its registered office c/o Caceis Bank Luxembourg, 5 allée Scheffer L-2520 Luxembourg, Grand Duchy of Luxembourg. The Company is authorized as Fonds d’Investissement Spécialisé under the provisions of the 2007 Law. The Articles will be published in the Mémorial on June 19, 2012. The Company is registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 169339. The Company has been created as an open-end undertaking for collective investment for an unlimited duration. The Company was incorporated with a subscribed share capital of forty-four thousandUSD (USD 44,000.-) divided into 44(forty-four) Shares of no nominal value with an initial par value of one thousand USD (USD 1,000.-) each. Upon incorporation, all subscribed Shares have been fully paid-up. The capital of the Company shall at all times be equal to the total Net Asset Value of the Company. The minimum subscribed capital of the Company as prescribed by the 2007 Law is the USD equivalent of 1,250,000.- Euros. The Reference Currency of the Company is the USD.

B. Co-initiators of the Company The co-initiators of the Company are: - Oxfam Group, having its registered office at Oxfam House, John Smith Drive, Cowley,

Oxford, OX4 2JY – UK;

- Symbiotics Group, having its registered office at31, rue de la Synagogue, 1204 Geneva, Switzerland.

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II. INVESTMENT OBJECTIVE AND POLICY

A. Mission Statement and General Investment Objective

Mission Statement The Company's Investment Objective is to foster sustainable socio-economic development through small enterprise activity in emerging regions, while providing the Investor with a capital preservation strategy with realistic returns, targeting in absolute terms 5% annual net return in USD. It will further this mission by investing in for-profit intermediaries specialised in small enterprises financing with a development impact orientation and a primary focus on women, rural areas and/or food security and justice (referred to as SEFIs – Small Enterprise Financing Intermediaries). The Company pursues a double bottom line, being both socially transformative and financially sustainable. On the former it aims to prioritise small enterprises active in rural areas particularly those which enhance women’s socio-economic position and those contributing to food security and equitable distribution activities. The Company will nevertheless not discriminate against business models offered by financial intermediaries which have a social impact mission targeted towards other small enterprises. On the latter, the Company aims at offering an attractive investment exposure to Investors, with a relatively low risk low return profile achieved through a large diversification of underlying investments. Any amendment to the Company’s mission statement shall require an amendment of article 5 of the Articles decided by unanimous vote of the Shareholders

General Investment Objective Small enterprises are defined in a broad sense as being beyond micro-enterprises (or above ten employees), and below medium enterprises (or possibly a maximum of a hundred employees). Emerging regions are defined broadly as low income household markets, in underdeveloped countries, with a primary focus on Latin America, Africa and Asia. The Company will in particular focus on Sub-Saharan countries, as well as South and South-East Asian economies. Impact investments refer to the democratization of access to capital in low income economies with a focus on enhancing the social and economic development, or living conditions and opportunities, of the end beneficiary population in a sustainable manner. This target population is broadly referred to as the bottom of the pyramid in terms of wealth

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measurement; by focusing on small enterprises within this audience, the Company aims at bridging the ‘missing middle’ between micro-finance and corporate finance. The Company offers Investors the opportunity to invest with an impact; channelling capital to under-served and under-banked economic activities, creating an ecology of investments for small enterprise development, supporting the development of an inclusive financial sector, and providing small enterprises with the opportunity to create value, both to the benefit of the Investor and the employees and other stakeholders of such enterprises. The SEFIs that will be targeted by the Company are generally unregulated institutions, driven by local teams, dedicated to bridging this gap, and are both mission-oriented and financially-motivated. They include investment funds, but can also include financial institutions and other vehicles or intermediaries. They require both debt and equity investments and themselves finance small enterprises through debt instruments but can also engage in equity participations.

B. Investment Policy The Policies and Procedures Agreement binds the Company to the rules described below. The Company’s Investment targets are:

Target Regions The Company will invest primarily in Target Entities which invest in the following emerging regions:

• Central America, Mexico & the Caribbean (CAM) • South America (SAM) • Central & Eastern Europe (CEE) • Russia, Central Asia & the Caucasus (RCCA) • Middle East & North Africa (MENA) • Sub-Saharan Africa (SSA) • South Asia (SAS) • East Asia & the Pacific (EAP).

Target Entities The Company will not invest directly in small enterprises but through small enterprise financing intermediaries - SEFIs, which may be funds, financial institutions or other legal structures being mostly non regulated entities. These Investments are foreseen to be done through a balanced strategy of debt and equity instruments. It is also foreseen that the financing provided to small enterprises by the SEFIs will be primarily done through debt instruments, although some will be using equity instruments, and hybrids. The Company will have a preference for Target Entities with a local or regional focus, in proximity to their small enterprise markets. In that sense, it aims at developing local markets.

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The Co-Initiators of the Company will work in developing a two-step selection process composed of first, a set of Eligibility Criteria, including a set of impact filters and value checks and second, a full due diligence review on each Target Entity, including a review of the following areas: legal, operational, governance, social responsibility, financial and risk metrics and commitment to impact measurement and achievement. The Company will not aim at taking controlling stakes or being an activist shareholder, but will expect each Target Entity to abide by certain impact criteria and reporting standards. The Company will keep an Exclusion List of activities that it wishes its Target Entities not to finance, which will be communicated to each Target Entity. Breach of this list will be cause for not pursuing further Investment relationship with a given Target Entity, and in extreme cases cause to seek redeeming any outstanding Investment.

C. Investment Instruments The Company will engage both in debt and equity instruments, either as direct investments or indirect investments. Given the emerging nature of impact investments, it will seek to be as flexible as possible in its list of investment instruments. For the avoidance of doubt, most investment instruments foreseen are illiquid by nature or do not benefit from secondary markets. Indicative list of the contemplated instruments include:

• Certificates of deposit and term deposits; • Short-term loans and credit lines; • Guarantees and letters of credit; • Promissory notes; • Medium to long-term loans; • Co-investments (syndicated loans); • Subscriptions to bond issues direct or through intermediary vehicle; • Subordinated loans; • Convertible debt; • Preferred shares; • Common equity shares; • Deposits and loans with commercial banks and investment vehicles; • Guarantees / letters of credit to commercial banks and investment vehicles; • Subscriptions to structured bonds and securities; • Subscriptions to debt instruments issued by networks or pools of intermediaries; • Subscriptions to on-shore local investment funds; • Subscriptions to off-shore global or regional investment funds.

D. Principle of Risk diversification In compliance with the provisions of the Law of 2007, circular 07/309 and subsequent circulars issued by the CSSF, as well as the Investment Objective and Investment Policy, the Company’s Investments shall comply with the following guidelines:

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The Company may:

(i) Invest up to 100% of its total assets in not listed securities; (ii) Invest up 20% of its total assets in securities and financing instruments issued

by the same issuing entity; (iii) Acquire up to 20% of any Target Entity total assets.

Specific investment guidelines in line with the Company’s Investment Policy will be defined by the Company in the Policies and Procedures Agreement, in order to achieve adequate investment portfolio diversification including but not limited to a diversification by country, region and Target Entity exposure. It may be derogated from the above investment guidelines and principles until (i) either the Net Asset Value reaches USD 40 million, (ii) or for a period of 24 months following the launch of the Company, whichever is the shortest.

E. Borrowing policy

The Company will not be expected to leverage its Investments other than for liquidity purposes. In such case, the Company may borrow up to 20% of its Net Asset Value at maximum.

F. Currency exposure

The currency of the Company is the USD. The Company will target to maximize its number of Investments in USD denominated transactions. Given the focus of the Company, primarily targeting non dollarized economies, it is expected that many Investments will nevertheless be denominated in local currencies (or indexed to the USD). The Company will target to hedge back its foreign currency risk against the USD when possible and economically reasonable. Given the mid to long term nature of many Investments and the fact that corresponding hedging solutions are not available for many emerging market currencies, the Company will nevertheless allow itself to roll-over shorter term hedging agreements. Such strategy will thus seek to minimize currency risk, while not eliminating it completely. In addition, the Company will allow itself up to keep a cumulated open currency exposure up to 25% of its total assets. For the avoidance of doubt, this limit applies for direct Investments in Target Entities or indirect Investments in investment vehicles denominated in emerging market currencies; it does not applied stricto sensu to indirect Investments in investment vehicles denominated in hard currencies, but whose asset composition may be partially or substantially denominated in emerging market currencies. The Company will not engage in any unnecessary currency risk speculation and will always use market solutions when available and economically reasonable. The Company will also limit its hedging counterparty risk by engaging in currency hedges solely with first class financial institutions, investment grade development banks or specialized forex

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hedging facilities such as MFX Solutions, Cygma or TCX, where required. Each hedging counterparty will need to be validated by the Board prior to engaging with them.

G. Liquidity management

The Investment Manager will only maintain a minimum of the Company’s total assets in cash. The Investment Manager will nevertheless manage the maturity of the Company’s assets so as to fit the redemption rights of the Shareholders, in accordance with the Policies and Procedures Agreement. The cash available to the Company may be invested in money market instruments or money market undertakings for collective investment, term deposits, cash or cash equivalent.

H. Impact Support Facility

Given the client focus, certain Investors or other donors, in collaboration with the Impact Fulfilment Adviser, may provide additional funds in the form of grants for financing the establishment and administration of the Impact Support Facility. The Impact Support Facility is an external tool managed by the Impact Fulfilment Adviser that will not depend on the Board. The Impact Support Facility will provide impact support to the Target Entities through technical assistance and will be proposed to the Target Entities as an additional support, complimentary to the financing provided by the Company in the form of Investments.

III. GENERAL RISK CONSIDERATIONS 1. General Considerations An investment in the Company involves certain risks relating to the Company’s structure and Investment Objective which Investors should evaluate before making a decision to invest. The Investments are subject to market fluctuations (including possibly currency risks) and to the risks inherent in all investments; accordingly, no assurance can be given that the Investment Objective of the Company will be achieved. Investors should make their own independent evaluation of the financial, market, legal, regulatory, credit, tax and accounting risks and consequences involved in investment in the Company and its suitability for their own purposes. In evaluating the merits and suitability of an investment in the Company, careful consideration should be given to all of the risks attached to such investment.

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The following is a brief description of certain factors which should be considered along with other matters discussed elsewhere in this Issue Document. The following however, does not purport to be a comprehensive summary of all the risks associated with investments in the Company. An investment in Shares carries substantial risk and is suitable only for Investors who accept and can assume the risk of losing their entire investment. Early termination: In the event of early termination, the Company would have to distribute to the Shareholders their pro-rata interest in the assets of the Company. The Company's Investments would have to be sold by the Company. It is possible that at the time of such sale certain Investments held by the Company may be worth less than the initial cost of the Investment, resulting in a loss to such the Company and to its Shareholders. Moreover, in the event the Company terminates prior to the complete amortization of organizational expenses, any unamortized portion of such expenses will be accelerated and will be debited from (and thereby reduce) amounts otherwise available for distribution to Shareholders. Changes in applicable law: The Company must comply with various regulatory and legal requirements, including securities laws and tax laws as imposed by the jurisdictions under which it operates. Should any of those laws change over the life of the Company, the regulatory and legal requirements to which the Company and its Shareholders may be subject, could differ materially from current requirements. Foreign exchange/Currency risk: The Company may invest in assets denominated in a wide range of currencies. The Net Asset Value will fluctuate in accordance with the changes in foreign exchange rate between the Reference Currency and the currencies in which the relevant Investments are denominated. New Company: The Company has no operating history and an indeterminate amount of time may be required to achieve operating efficiency and profitable operations. No assurance can be given that the Company will achieve its Investment Objective and thus investment in the Company entails a certain degree of risk. Potential Conflicts of Interests: The Company, the Impact Fulfilment Adviser, the Investment Manager, the members of the Investment Committee(s), the Depositary, the Administration Agent, together with their subsidiaries, administrators, directors or shareholders (for the purpose of this paragraph, collectively the “Parties”) are, or may be, involved in other professional and financial activities that are likely to create a conflict of interest with the management and administration of the Company. This includes the management of other funds, the purchase and sale of securities, brokerage service, custody of securities and the fact of acting as a member of a management or supervisory board, director, consultant or representative with power of attorney of other funds or companies. Each Party shall respectively make the necessary arrangements to ensure that the execution of his obligations vis-à-vis the Company is not compromised by such involvements. In the event of a proven conflict of interest and subject to section VIII “Conflicts of Interest” below, the Party(ies) concerned undertake(s) to resolve this in an equitable manner within a reasonable period of time and in the interests of the Shareholders.

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Tax Considerations: Tax charges and withholding taxes in various jurisdictions in which the Company will invest will affect the level of distributions made to it and accordingly to Shareholders. No assurance can be given as to the level of taxation suffered by the Company or its Investments. FATCA Considerations: The Company may be subject to regulations imposed by foreign regulators, in particular, the Hiring Incentives to Restore Employment Act (the “Hire Act”) which was signed into U.S. law in March 2010. It includes provisions generally known as the Foreign Account Tax Compliance Act (the “FATCA”). FATCA provisions generally impose a reporting to the IRS of non-U.S. financial institutions that do not comply with FATCA and U.S. persons’ direct and indirect ownership of non-U.S. accounts and non-U.S. entities. Failure to provide the requested information will lead to a 30% withholding tax applying to certain U.S. source income (including dividends and interest) and gross proceeds from the sale or other disposal of property that can produce U.S. source interest or dividends. Under the terms of FATCA, the Company will be treated as a Foreign Financial Institution (within the meaning of FATCA - “FFI”). As such the Company may require all Shareholders to provide documentary evidence of their tax residence and all other information deemed necessary to comply with the above mentioned regulations. Despite anything else herein contained and as far as permitted by Luxembourg law, the Company shall have the right to:

- withhold any taxes or similar charges that it is legally required to withhold, whether by law or otherwise, in respect of any shareholding in the Company;

- require any Shareholder or beneficial owner of the Shares to promptly furnish such personal data as may be required by the Company in its discretion in order to comply with any law and/or to promptly determine the amount of withholding to be retained;

- divulge any such personal information to any tax authority, as may be required by law or such authority; and

- withhold the payment of any dividend or redemption proceeds to a Shareholder until the Company holds sufficient information to enable it to determine the correct amount to be withheld.

Reliance on Management: The Company depends significantly on the efforts and abilities of the members of the Board, the Investment Committee(s), the Investment Manager and the Impact Fulfilment Adviser. The loss of these persons’ services could have a materially adverse effect on the Company. Attention should be drawn to the fact that the Net Asset Value per Share can go down as well as up. An Investor may not get back the amount he / she has invested. Changes in exchange rates may also cause the Net Asset Value to go up or down. No guarantee as to future performance of or future return from the Company, can be given. In addition to the above mentioned general risks which are inherent in all investments, an investment in the Company entails specific risks as described below.

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2. Risks related to investments in emerging countries Political and other macro risks: The Company’s. Investments can be adversely affected by political, economic and diplomatic changes. Also, individual countries in which the Company is active may experience one or more natural or man-made disasters such as floods, hurricane, drought, health epidemic, war, terrorist attack, or civil unrest. Such events, even with an efficient and adequate response, may have a materially adverse effect on the Company’s portfolio and or operations in the affected country. Degree of regulation: The degree of regulation in emerging countries may be less stringent than that in more developed countries. Also, companies in emerging countries may be subject to accounting, auditing and financial reporting standards, practices and disclosure requirements that are not comparable to those used in developed countries. Furthermore, in certain countries and for certain types of securities forming part of the portfolio, the validity of title may be challenged by third parties or by the relevant issuers due to the possible deficiencies arising from applicable laws and regulations. Efficiency of settlement systems and liquidity issues: Settlement systems in emerging countries may be less well recognised than in developed countries. There may be a risk that settlement may be delayed and that securities held by the Company may be in jeopardy because of failures or of defects in the system. Market practice may even require that payment be made prior to receipt of the security, or that delivery of the security be made before payment is received. In such cases, default by the counterparty through whom the transaction is effected might result in a loss being suffered by the Company. Also, securities in emerging countries can be substantially less liquid than securities in more developed countries. This may adversely affect the timing and pricing of the Company’s acquisitions and disposals of such securities. Furthermore, the Company may hold Investments in companies whose daily volumes of shares traded are low. This may also qualify the shares of such companies as less liquid. 3. Risks related to investments in illiquid companies and to minority positions Illiquidity of shares in investee companies: The Company may hold Investments in companies whose shares are either not publicly traded or have a low trading volume, representing a liquidity risk for the Company and its Shareholders. Furthermore, the Company’s portfolio will be subject to the risks inherent in all development capital investment. Investment in unlisted companies is more speculative and involves a higher degree of risk than is normally associated with equity investment on established stock exchanges. No assurance can be given that the Company’s primary Investment Objective of capital appreciation will then be achieved. Reduced control associated with minority positions: Minority positions Investments in unquoted companies involve increased risk as minority investors have limited ability to protect their position in or influence the affairs of such companies. 4. Risks related to debt or equity transactions with SEFIs Absence of control: The Company will mostly participate in loan or capital issuances which will be neither listed on a stock exchange nor dealt in on another regulated market that operates regularly, is recognized and open to the public. Such issuances may not be submitted to any control from a regulatory authority. Furthermore, SEFIs being not necessarily banks or credit institutions, they might not be subject to any regulatory control by a supervisory authority in the country of origin or operation.

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Absence of secondary market: In most cases, there is no organized secondary market for the trading of loan or capital issuances issued by SEFIs. Thus, the liquidity might be very limited with regard to these instruments.

Absence of extensive historical records: Due to characteristics of the loan or capital instruments, the selection of suitable counterparties may not be based on extensive historical records and past research.

No public ratings: SEFIs investments typically lack internationally recognized public ratings; Investment decisions will often be made on locally recognized rating agencies, specialized rating agencies, or simply on internal credit risk estimates. In each case, this specialized research also includes higher transaction costs. Interest rate: Although most debt instruments are usually set with fixed interest rates (vs. floating), Investments may imply some interest rate risk for Investors, in particular if investing in local currency.

Currency fluctuation: Some SEFIs do not have access to or are not knowledgeable of adequate foreign currency risk management and may be subject to an imbalance of foreign currency on their balance sheet that may significantly raise their credit risk in times of high currency fluctuation. Investment portfolio adjustments: All investment guidelines and limitations instructed by the Company to the Investment Manager with regards to both ratings and volumes refer to conditions prevailing at the time of each specific transaction. If e.g. ratings or fund volume thereafter change, the Investment Manager will assist the Company in taking appropriate measures to bring the holdings in line with the investment guidelines within a reasonable time, considering the intervention should be in the best interest of the Company. However, the short or medium term adjustment of the portfolio cannot be assured due to the characteristics of the Company´s Investments.

Recent operation history: While SEFIs offer potentially significant capital returns, they may face business and financial uncertainties. Furthermore, they will typically be in an early stage of development with little or no operating history and will have a need for substantial additional capital to support expansion. There can be no assurance that their use of the Company's financing will be profitable to the Company.

Social impact/Financial returns: Several SEFIs, being double bottom line institutions, will pursue objectives of both social impact and profit maximization, which may not always be in line with each other and may be the source of negative operational or governance developments.

Public financing: SEFIs typically access large, often subsidized, sources of funding from the public sector and multilateral aid organizations; this situation may provoke some moral hazard for the Investor’s confidence and for the Target Entity’s capacity to accept market considerations.

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5. Risks related to the portfolio valuation Investors should acknowledge that the portfolio of the Company will be composed of assets of different natures in terms of, inter alia, geographies, financial statements formats, reference currencies, accounting principles, types and liquidity of securities, coherence and comprehensiveness of data. As a result, the valuation of the portfolio and the production of the Net Asset Value calculation will be a complex process which might in certain circumstances require the Board to make certain assumptions in order to produce the desired output. The lack of an active public market for securities and debt instruments will make it more difficult and subjective to value Investments of the Company for the purposes of determining the Net Asset Value. 6. Long-term perspective A subscription of the Company’s Shares requires a long-term commitment, with no guarantee on return. The return of capital and the realization of gains will depend on the yield of the Company’s loan portfolio and on the return realized at the occasion of the disposition of equity investments by the Company which will only occur a number of years after the Investments have been made. The Company’s Investments will be highly illiquid due to the absence of any trading market for these Investments. The Company may not be able to sell its equity Investments when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. 7. Specific consideration on indirect investments The Company may invest in SEFIs not submitted in their home country to supervision by a supervisory authority which cooperates with the regulator of the Company’s own place of residence. In these cases, rules on asset diversification or segregation, borrowing, lending and short sales are not necessarily equivalent to those applicable to SEFIs in the Company’s country of residence or similar such regulatory regimes. Indirect Investments may create for the Company in total a higher degree of risk for the repayment of the invested money.

The Investment by a Company in a target SEFI may result in a duplication of some costs and expenses which will be charged to the Company, i.e. setting-up, filing and domiciliation costs, subscription, redemption or conversion fees, management fees, auditing and other related costs. For the Shareholders, the accumulation of these costs may, in some cases, cause higher costs and expenses than the costs and expenses that would have been charged to the Company if the latter had invested directly.

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IV. MANAGEMENT, GOVERNANCE AND ADMINISTRATION

A. The Board of Directors Pursuant to the Articles, the Board is vested with the powers to perform all acts of disposition and administration within the Company’s purpose. All powers not expressly reserved by law, by the Articles to the General Meeting of Shareholders shall be in the competence of the Board. The Board is responsible for the definition of the Company’s strategy to be implemented by the Investment Manager and for the definition of the investment policy and guidelines, the business practices policy, restrictions and procedures in the Policies and Procedures Agreement, as well as for the definition and assessment of the valuation method of the Company’s Investments. The Board has delegated the responsibility for the management of the Company and for the implementation of the Investment Objectives and Investment Policy of the Company in accordance with the terms of the Articles and this Issue Document to the Investment Manager. The Board is further responsible for selecting the Depositary and such other agents as are appropriate. The Board will adopt such provisions as are necessary to ensure that preferential treatment accorded by the Company, or the Investment Manager, with respect to the Company to a Shareholder will not result in an overall material disadvantage to other Shareholders. The Board shall be composed of not less than three (3) members who need not be Shareholders. The Board, as at the date of this Issue Document, is composed as follows: - Chairman :

o Nicholas Colloff, Director of Innovation, Oxfam GB, residing professionally at Oxfam House, John Smith Drive, Cowley, Oxford, OX4 2JY - UK

- Vice-Chairman: o Roland Dominicé, CEO, Symbiotics S.A., residing professionally at31, rue de la

Synagogue, 1204 Geneva, Switzerland - Member

o Arnaud Gillin, Partner, Innpact S.à r.l., residing professionally at 5, rue Jean Bertels - 1230 Luxembourg.

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B. Impact Fulfilment Adviser SEIIF Limited has been appointed as Impact Fulfilment Adviser pursuant to the Impact Fulfilment Adviser Agreement entered into on June 15, 2012. The Impact Fulfilment Adviser will provide the services to the Company, as set out in the Impact Fulfilment Adviser Agreement, including:

1. Assisting on the origination and monitoring of some transactions, but mostly contributing to the pipeline of new Investments;

2. Assisting in the identification and liaison with Investors; 3. Assisting on elaborating the investment methodology, in particular on the impact

filters and social reporting metric of the Company; 4. Establishing and administering the parallel Impact Support Facility.

The Impact Fulfilment Adviser is entitled to an Impact Fulfilment Adviser Fee, which is set at up to a maximum of 0.50% of the Net Asset Value per annum calculated on each Valuation Day and paid out quarterly in arrears.

C. Investment Manager Symbiotics S.A. has been appointed as Investment Manager pursuant to the Investment Management Agreement entered into on June 15, 2012, as amended from time to time. In compliance with the 2013 Law, the Investment Manager holds professional indemnity insurance against professional liability risks resulting from the activities the Investment Manager may carry out as external alternative investment fund manager. The Investment Manager will be responsible for all aspects of the management of the Company’s assets, including distribution, cash and liquidity management, portfolio management, transaction origination, analysis and monitoring as well as risk management. In order to implement the Investment Policy of the Company, the Investment Manager shall appoint one or several internal dedicated Investment Committee(s) to perform, in the best interest of the Company, the following duties:

• Investment decision-making based on formal Investment proposals; • Quarterly risk and performance review of the Investments based on financial and

impact reporting; • Formulation of recommendations for the management of the Investments following

the quarterly management review. The Investment Committee shall be composed of not less than 3 (three) but no more than 5 (five) permanent members.

Oxfam Group shall have a right to nominate on a permanent basis one member at some or all of the IC(s) to be elected by the Investment Manager in accordance with specific rules and procedures as detailed in the Policy and Procedure Agreement.

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The Investment Manager will have the capacity to delegate part of these tasks to advisers and agents, upon written approval of the Board. The Investment Manager shall ensure that its decision-making procedures and its own organisational structure ensure the fair treatment of Shareholders. In addition, the Investment Manager shall ensure on an ongoing basis that Shareholders are treated fairly and equitably. No preferential treatment shall be granted to any Shareholder. The Investment Manager is entitled to an Investment Management Fee, which is set at up to a maximum of: - 1.50% of the Net Asset Value for Class A and Class P Shares per annum,

calculated on each Valuation Day and paid out quarterly in arrears. - 2.00% of the Net Asset Value for Class B Shares per annum, calculated on each

Valuation Day and paid out quarterly in arrears. The Investment Manager shall be entitled to agree with any Target Entity on the payment of a one-time origination fee by such Target Entity, which does not exceed 2% (two per cent) of the transaction amount with such Target Entity. The Investment Manager will also be authorized to submit third party fee proposals for non standard transactions for brokerage, origination, structuring, legal, tax, administrative or other advice required by the transaction, if in the interest of the Company, subject to written approval from the Board.

D. Investor Advisory Committee The Board may set up an Investor Advisory Committee, composed of reference Shareholders of the Company.

The Investor Advisory Committee will be composed of no less than 3 (three) and no more than 7 (seven) members.

The Investor Advisory Committee has no decision making capacity, but will advise the Board on any matter related to the Company which the Board wishes to consult on and will have the following duty:

• Review of the Company’s strategy • Assessment of the implementation of the Company’s Investment Objectives and

Investment Policy

The Board shall approve the rules and procedures for the organisation of the Investor Advisory Committee as well as its internal process in the Policies and Procedures Agreement.

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V. DEPOSITARY AND PAYING AGENT

Under a Depositary and Paying Agency Agreement dated June 15, 2012, Caceis Bank Luxembourg (in such capacity, the “Depositary”) has undertaken to provide depositary bank and custody services for the Company’s assets as well as, domiciliary and paying agency services for the Company. Caceis Bank Luxembourg with its offices at Caceis Bank Luxembourg 5, allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg is a banking company licensed to carry out banking activities under the terms of the Luxembourg law of 5 April 1993 on the financial services sector and specialises in custody, fund administration and related services. It is registered under the number B-91.985 at the Luxembourg Trade and Companies Register. The Depositary is in accordance with the 2007 Law responsible for the general supervision of the assets of the Company and the custody of the assets entrusted to it. For the custody of the assets entrusted to it, the Depositary may appoint correspondents, which shall, in such instance, be selected under its responsibility with professional care and in good faith, amongst professional service providers duly authorized to carry out their functions in the relevant jurisdictions. Caceis Bank Luxembourg is under the Depositary and Paying Agency Agreement also responsible for the domiciliation of the Company and shall act as paying agent of the Company. In consideration for its services, the Depositary shall be paid a fee payable quarterly in arrears out of the assets of the Company in accordance with common practice in Luxembourg. The Depositary Agreement may be terminated by either the Company or the Depositary upon ninety (90) Business Days’ prior written notice. In any case of removal or voluntary withdrawal, the Depositary will have to be replaced within sixty (90) Business Days from its voluntary withdrawal or from its removal by the Company. The Depositary shall continue its activities until the Company's assets have been transferred to the new depositary bank.

VI. ADMINISTRATIVE AND REGISTRAR AND TRANSFER AGENT Caceis Bank Luxembourg has furthermore been appointed as Administration Agent in accordance with the Administrative, Registrar and Transfer Agency Agreement dated June 15, 2012. The Administration Agent is responsible for the processing of the calculation of the Net Asset Value, the maintenance of records and other general administrative functions. The Administration Agent is also responsible for establishing the annual report of the Company.

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In consideration for its services, the Administration Agent shall be paid a fee payable quarterly in arrears out of the assets of the Company in accordance with common practice in Luxembourg. The Administrative, Registrar and Transfer Agency Agreement may be terminated by either party upon ninety (90) Business Days’ prior written notice.

VII. PREVENTION OF MONEY LAUNDERING The Company and the Administration Agent shall at all times comply with the obligations imposed by Luxembourg applicable laws, rules and regulations with respect to the prevention of money laundering and, in particular, with the law dated 12 November 2004 and the CSSF Circular 05/211 concerning the prevention of money laundering and terrorist financing activities, as these regulations may be amended or revised from time to time. Any Investor shall be required to provide the Company and the Administration Agent with all the relevant documentation in relation with the Luxembourg law and the Administration Agent’s internal procedures, with a view for the Company and the Administration Agent to discharge their duties under these regulations.

VIII. CONFLICTS OF INTEREST The Investment Manager, the Impact Fulfilment Adviser, the Depositary, the Administration Agent, any member of the Board, any member of the Investment Committee(s), any member of the Investor Advisory Committee, any representatives of Shareholders and their respective affiliates, directors, officers, shareholders or any member of the decision making bodies of the Company (for the purpose of this Section, the “Parties”) are or may be involved in other financial, investment and professional activities which may cause a conflict of interest with the management and administration of the Company or any other of their respective roles in the Company. This includes the management of other funds, purchases and sales of securities, brokerage services, depositary and safekeeping services and serving as directors, officers, advisers or agents of other funds or other companies, including companies in which the Company may invest. Each of the Parties will respectively ensure that the performance of its respective duties will not be impaired by any such other involvement that it may have. The Board and the relevant Parties involved shall endeavour to ensure that any such situation is resolved fairly within reasonable time limits and in the interest of the Company and its Shareholders. Members of the decision making bodies of the Company may not deliberate on any transaction in which they have a conflict of interest. Any such transaction shall be specifically reported to the next General Meeting. The assessment and management of any conflicts of interest is the responsibility of the Board.

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IX. GENERAL DESCRIPTION OF THE SHARES OF THE COMPANY

A. General Considerations

Shares are exclusively restricted to Eligible Investors. The Company currently issues the following Classes of Shares: - Class P Shares: Class P Shares are denominated in USD and will only be issued to

entities of Oxfam Group and Symbiotics Group. In compliance with the Articles, the Class P Shareholders shall each propose one list of candidates to the general meeting of Shareholders out of which one director at least must be chosen by the general meeting of Shareholders as Class P directors (the “Class P Directors”). The Class P Shareholders shall further propose a third common list of independent candidates to the general meeting of Shareholders out of which one director at least must be chosen by the general meeting of Shareholders as further Class P Director. There shall be a majority of Class P Directors at the Board of the Company and an equal number of Class P Directors chosen from Oxfam Group’s list and from Symbiotics Group’s list at all times.

- Class A Shares: reserved to Institutional and Professional Investors.

- Class B Shares: reserved to private Investors. The Board may, at any time, decide to issue other Classes as well as one or more sub-Classes, which may differ by different features such as their reference currency and/or distribution policy. In that case, this Issue Document will be amended accordingly. At the time of this Issue Document, the following sub-Classes are available for subscription:

• Class A/C* – USD

• Class A/C* – GBP. The Company shall be authorized to issue, at any time an unlimited number of fully paid-up Shares in these Classes at a price described below based on the Net Asset Value per Share, without reserving to existing Shareholders a preferential right to subscribe for Shares to be issued. Shares will be issued in registered form only. The inscription of the Shareholder's name in the register of Shares evidences his or her right of ownership of such registered Shares. Following each issue of Shares, a holder of registered Shares shall receive a written confirmation of his or her shareholding. Shares are of no par value and carry no preferential or pre-emptive rights. Each Share will have one vote at the General Meetings. * Letter C corresponds to capitalisation Shares which are not entitled to receive dividends.

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Fractional Shares may be issued up to two (2) decimals of a Share. Such fractional Shares shall not be entitled to vote except to the extent their number held by a Shareholder is such that they represent a whole Share; they shall participate in the net assets attributable to the relevant Shares on a pro rata basis. Shares are freely transferable except to Prohibited Persons. The minimum initial investment amount and minimum holding in the Company is EUR 125,000.- or its equivalent in USD, CHF or GBP. A redemption request which would reduce the value at such time of any holding to below the applicable minimum holding requirement may be treated as a request to redeem the whole of such shareholding. The Company reserves the right to waive, at its entire discretion, such minimum initial investment amount and minimum holding requirements in compliance with 2007 Law.

B. Offering of Shares Shares may be subscribed from June 15, 2012 up to and including July 31, 2012 (the “Initial Offering Period”) at the following Initial Subscription Price: Class P Shares: USD 1,000.- Class A/C – USD USD 1,000.- Class A/C – GBP GBP 1,000.-. The Initial Offering Period may be extended for a period of fifteen (15) Business Days by decision of the Board, at its entire discretion. After the Initial Offering Period, the Offer Price per Share of each Class shall be the Net Asset Value per Share in the Reference Currency of the relevant Class as of the relevant Subscription Day. The Offer Price is available for inspection at the registered office of the Company. Subscription is done in amount in the Reference Currency of the relevant Class on each Valuation Day (a “Subscription Day”) provided that Applications for subscriptions must be received by the Administration Agent not later than 12.00 a.m., Luxembourg time, on the relevant Subscription Day. Applications received after that time will be processed as of the next Subscription Day. Payments for Shares will be required to be made in the Reference Currency of the relevant Class and to be received by the Company no later than three (3) Business Days as from the relevant Subscription Day. Late payment may be rejected by the Company. The Number of Shares subscribed is calculated by dividing the subscription amount by the Offer Price per Share, rounded to two (2) decimal places of a Share. Written confirmations of registered Shares will be sent to Shareholders within three (3) Business Days after the relevant Net Asset Value is available.

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The Company reserves the right to reject, at its entire discretion, any Application in whole or in part, in which case subscription monies paid, or the balance thereof, as appropriate, will be returned to the applicant within seven (7) Business Days thereafter or to suspend at any time and without prior notice the issue of Shares in the relevant Class. The Company may agree to issue Shares as consideration for a contribution in kind of securities, provided that such securities comply with the Investment Objectives and Investment Policy and in compliance with the conditions set forth by Luxembourg law, in particular the obligation to deliver a valuation report from the Auditors which shall be available for inspection. Any costs incurred in connection with a contribution in kind of securities shall be borne by the relevant Shareholder. No Shares will be issued during any period when the calculation of the Net Asset Value per Share is suspended, pursuant to the powers reserved to the Company by Section XIII. of this Issue Document. In the case of suspension of dealings in Shares the Application will be dealt with as of the first Valuation Day following the end of such suspension period.

X. RESTRICTION ON THE OWNERSHIP OF SHARES The Company may restrict or place obstacles in the way of ownership of Shares in the Company by any person, by any “Specified U.S. Persons”, “Nonparticipating Financial Institutions”, or “Passive Non-Financial Foreign Entities” with one or more substantial U.S. owners, as each defined by FATCA and the IGA signed between Luxembourg and the United States on 28 March 2014 (a “Prohibited Person”) and may cause any Shares to be subject to compulsory redemption if the Company considers that this ownership involves a violation of the laws of the Grand Duchy of Luxembourg or of any other jurisdiction, or may result in the Company being subject to taxation in a country other than the Grand Duchy of Luxembourg or may in some other manner be detrimental to the Company. For such purposes the Company may:

A.- decline to issue any Shares and decline to register any transfer of Shares when it appears that such issue or transfer might or may have as a result the allocation of ownership of the Shares to a Prohibited Person; and/or

B.- at any time require any person whose name is entered in, or any person

seeking to register the transfer of Shares on the register of Shareholders, to furnish it with any information, supported by affidavit, which it may consider necessary for the purpose of determining whether or not beneficial ownership of such Shareholder's Shares rests in a Prohibited Person, or whether such registry will result in beneficial ownership of such Shares by a Prohibited Person; and

C.- decline to accept the vote of any Prohibited Person at any meeting of

Shareholders of the Company; and D.- where it appears to the Company that any Prohibited Person either alone

or in conjunction with any other person is a beneficial owner of Shares, direct such Shareholder to sell his Shares and to provide to the Company evidence of the sale

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within thirty (30) calendar days of the notice. If such Shareholder fails to comply with the direction, the Company may compulsorily redeem or cause to be redeemed from any such Shareholder all Shares held by such Shareholder in the following manner:

(1) The Company shall serve a second notice (the "Purchase Notice")

upon the Shareholder holding such Shares or appearing in the register of Shareholders as the owner of the Shares to be purchased, specifying the Shares to be purchased as aforesaid, the manner in which the purchase price will be calculated and the name of the purchaser. Any such Purchase Notice may be served upon such Shareholder by posting the same in a prepaid registered envelope addressed to such Shareholder at his last address known to or appearing in the books of the Company. The said Shareholder shall thereupon forthwith be obliged to deliver to the Company the Share certificate or certificates, if any, representing the Shares specified in the Purchase Notice. Immediately after the close of business on the date specified in the Purchase Notice, such Shareholder shall cease to be the owner of the Shares specified in such Purchase Notice; in the case of registered Shares, his name shall be removed from the register of Shareholders, and the certificate or certificates representing such registered Shares will be cancelled.

(2) The price at which each such Share is to be purchased (the

"Purchase Price") shall be an amount based on the Net Asset Value per Share of the relevant Class as at the Valuation Day specified by the Board for the redemption of Shares in the Company next preceding the date of the Purchase Notice, all as determined in accordance with Section XI.A. “Redemption of Shares”, less any charge provided therein.

(3) Payment of the Purchase Price will be made available to the former

owner of such Shares normally in the currency fixed by the Board for the payment of the redemption price of the Shares of the relevant Class and will be deposited for payment to such owner by the Company with a bank in Luxembourg or elsewhere (as specified in the Purchase Notice) upon final determination of the Purchase Price following surrender of the Share certificate or certificates specified in such notice. Upon service of the Purchase Notice as aforesaid such former owner shall have no further interest in such Shares or any of them, nor any claim against the Company or its assets in respect thereof, except the right to receive the Purchase Price (without interest) from such bank following effective surrender of the Share certificate or certificates as aforesaid. Any redemption proceeds receivable by a Shareholder under this paragraph, but not collected within a period of five years from the date specified in the Purchase Notice, may not thereafter be claimed and shall revert to the relevant Class of Shares. The Board shall have power from time to time to take all steps necessary to perfect such reversion and to authorize such action on behalf of the Company.

(4) The exercise by the Company of the power conferred by this article

shall not be questioned or invalidated in any case, on the ground that there was insufficient evidence of ownership of Shares by any person or that the true ownership of any Shares was otherwise than appeared to the Company at the

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date of any Purchase Notice, provided in such case the said powers were exercised by the Company in good faith.

U.S. Persons as defined below may constitute a specific category of Prohibited Persons except in the case where the Company receives evidence satisfactory to it that the acquisition of Shares by such a Shareholder is exempt from registration under the securities laws of the United States of America including, but not limited to, the United States Securities Act of 1933, as amended and that, in all events there will be no adverse tax consequences to the Company or to the Shareholders as a result of such an acquisition. Where it appears to the Company that any Prohibited Person is a U.S. Person, who either alone or in conjunction with any other person is a beneficial owner of Shares, the Company may compulsorily redeem or cause to be redeemed from any Shareholder all Shares held by such Shareholder without delay. In such event, Clause D (1) here above shall not apply. Whenever used in this Issue Document, the terms "U.S. Person" mean with respect to individuals, any U.S. citizen (and certain former U.S. citizens as set out in relevant U.S. Income Tax laws) or "resident alien" within the meaning of U.S. income tax laws and in effect from time to time. With respect to persons other than individuals, the term "U.S. Person" means (i) a corporation or partnership or other entity created or organised in the United States or under the laws of the United States or any state thereof; (ii) a trust where (a) a U.S. court is able to exercise primary jurisdiction over the trust and (b) one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to U.S. tax on this worldwide income from all sources; or (b) for which any U.S. Person acting as executor or administrator has sole investment discretion with respect to the assets of the estate and which is not governed by foreign law. The term "U.S. person" also means any entity organised principally for passive investment such as a commodity pool, investment company or other similar entity (other than a pension plan for the employees, officers or principals of any entity organised and with its principal place of business outside the United States) which has as a principal purpose the facilitating of investment by a United States person in a commodity pool with respect to which the operator is exempt from certain requirements of part 4 of the United States Commodity Futures Trading Commission by virtue of its participants being non United States persons. "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction. Shares of the Company may only be issued to Eligible Investors. Any person who is no Eligible Investor is also to be considered as a Prohibited Person.

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XI. REDEMPTION AND CONVERSION OF SHARES

A. Redemption of Shares Each Shareholder may at any time request the Company to redeem as of the specific Valuation Day as specified below all or any of the Shares held by such Shareholder in any Class. Applications for redemption should contain the following information (if applicable): the identity and address of the Shareholder requesting the redemption, the number of Shares to be redeemed, the relevant Class and details as to whom and where the payment should be made. Shareholders whose Applications for redemption are accepted will have their Shares redeemed as of any Valuation Day (a “Redemption Day”) provided that the Applications have been received in Luxembourg by the Administration Agent not later than 12.00 a.m., Luxembourg time, ninety (90) calendar days before the relevant Redemption Day. Applications received after that time on will be processed as of the next Valuation Day. Shares will be redeemed at a price based on the Net Asset Value per Share of the relevant Class as at the relevant Redemption Day. The Company shall use its best efforts to maintain an appropriate liquidity for the Company so that redemptions of Shares may be made without undue delay after request by Shareholders. The Company may however, in exceptional circumstances when sufficient liquidity is not available, be entitled to implement redemption orders after the sales of corresponding assets of the Company shall have been carried out in the best interests of the Shareholders. Payment will be made by wire mailed to the Shareholder at the address indicated by him or her or by bank order to an account indicated by the Shareholder, at such Shareholder's expense and at the Shareholder's risk. The Redemption Price will be paid within seven (7) Business Days after the relevant Net Asset Value is available, in the Reference Currency of the relevant Class. Shares in the Company will not be redeemed if the calculation of the Net Asset Value per Share in any Class is suspended by the Company in accordance with Section XIII. of this Issue Document. Furthermore, if in relation to any Valuation Day redemption requests relate to more than 10% of the Shares in issue in the Company, the Board may decide that part or all of such requests for redemption will be deferred proportionally for such period as the Board considers being in the best interests of the Company. In relation to the next Valuation Day following such period, these redemption requests will be met on a pro-rata basis in priority to later requests and in compliance with the principle of equal treatment of Shareholders. The Company shall have the right, if the Board so determines, to satisfy payment of the redemption price to any Shareholder who agrees, in specie by allocating to the holder

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investments from the portfolio of assets equal in value as of the Redemption Day, on which the redemption price is calculated, to the value of the Shares to be redeemed. The nature and type of assets to be transferred in such case shall be determined on a fair and reasonable basis and without prejudicing the interests of the other Shareholders and the valuation used shall be confirmed by a special report of the Auditors. The costs of any such transfers shall be borne by the transferee. All redeemed Shares may be cancelled. Section X. of this Issue Document contains provisions enabling the Company to compulsorily redeem Shares held by Prohibited Persons.

B. Conversion of Shares Shareholders of any Class shall have the right, to convert as of any Valuation Day Shares from such Class into Shares of another Class of Shares. For the avoidance of doubt, Investor Class Shares may not be converted into Class P Shares. If a conversion order is to be carried out on a Valuation Day (a “Conversion Day”), Applications for conversion must have reached the Administration Agent not later than 12.00 a.m., Luxembourg time, ninety (90) calendar days before the relevant Conversion Day. Applications for conversion received after 12.00 a.m. (Luxembourg time) will be held over to the next Valuation Day to be executed at the prices ruling on that day. The rate at which Shares of any Class shall be converted will be determined by reference to the respective Net Asset Values of the relevant Shares calculated as of the same specific Conversion Day following receipt of the documents referred to below. Conversion of Shares may request from the Company an adjustment of the currency hedging positions attributable to these Shares. All costs, if any, including but not limited to the unwinding of existing or purchase of new hedging positions, shall be deducted from the rate of conversion and borne by the converting Shareholder. A conversion of Shares of one Class for Shares of another Class will be treated as a redemption of Shares and a simultaneous purchase of Shares. A converting Shareholder may, therefore, realize a taxable gain or loss in connection with the conversion under the laws of the country of the Shareholder's citizenship, residence or domicile. All terms and notices regarding the redemption of Shares shall equally apply to the conversion of Shares. Upon conversion, Shares will be issued to two (2) decimal places of a Share. Written confirmations of registered Shares will be sent to shareholders within three (3) Business Days after the relevant Net Asset Value is available, together with the balance resulting from such conversion, if any. In converting Shares of a Class for Shares of another Class, a Shareholder must meet applicable minimum investment requirements imposed by the acquired Class, if any.

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Shares of any Class will not be converted in circumstances where the calculation of the Net Asset Value per Share is suspended by the Company pursuant to Section XIII. of this Issue Document. All redeemed shares may be cancelled.

XII. DETERMINATION OF THE NET ASSET VALUE The Net Asset Value per Share of the Company will be determined in USD by the Administration Agent under the responsibility of the Board on each Valuation Day. The calculation of the Net Asset Value will be based on the situation as per the close of the last Business Day of each calendar quarter. The Net Asset Value will be calculated within a period of thirty (30) Business Days after the close of such period. The Net Asset Value will be established in accordance with the Accounting Principles including the determination of any loss due to any deterioration in credit quality or due to any defaults with respect to the Investments. The Net Asset Value per Share of each Class shall be expressed in the Reference Currency for the relevant Class of Shares. It shall be determined as of any Valuation Day, by dividing the net assets of the Company attributable to each Class, being the value of the portion of assets less the portion of liabilities attributable to such Class, on any such Valuation Day, by the number of Shares in the relevant Class then outstanding, in accordance with the valuation rules set forth below. The Net Asset Value per Share may be rounded up or down to the nearest unit of the relevant currency. If since the time of determination of the Net Asset Value there has been a material change in the quotations in the markets on which a substantial portion of the Investments attributable to the relevant Class of Shares are dealt in or quoted, the Company may, in order to safeguard the interests of the Shareholders and the Company, cancel the first valuation and carry out a second valuation, in which case all relevant subscription and redemption requests will be dealt with on the basis of that second valuation. The calculation of the Net Asset Value of the different Classes of Shares shall be made in the following manner:

A. The assets of the Company include:

1) all cash on hand or on deposit, including any interest accrued thereon; 2) all bills and demand notes payable and accounts receivable (including

proceeds of securities sold but not delivered); 3) all bonds, notes, certificates of deposit, shares, stock, debentures,

debenture stocks, subscription rights, warrants, options and other securities, financial instruments and similar assets owned or contracted for by the Company (provided that the Company may make adjustments in a manner not inconsistent with paragraph (a) below with regards to fluctuations in the market value of securities caused by trading ex-dividends, ex-rights, or by similar practices);

4) all stock dividends, cash dividends and cash distributions receivable by the Company to the extent information thereon is reasonably available to the Company;

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5) all interest accrued on any interest-bearing assets owned by the Company except to the extent that the same is included or reflected in the principal amount of such assets;

6) the preliminary expenses of the Company, including the cost of issuing and distributing Shares of the Company, insofar as the same have not been written off;

7) all other assets of any kind and nature including expenses paid in advance. B. The liabilities of the Company include:

1) all loans, bills and accounts payable; 2) all accrued interest on loans of the Company (including accrued fees for

commitment for such loans); 3) all accrued or payable expenses (including but not limited to administrative

expenses, management fees, advisory fees, custodian fees, and corporate agents' fees);

4) all known liabilities, present and future, including all matured contractual obligations for payments of money or property, including the amount of any unpaid dividends declared by the Company;

5) an appropriate provision for future taxes based on capital and income to the Valuation Day as determined from time to time by the Company, and other reserves (if any) authorized and approved by the Board, as well as such amount (if any) as the Board may consider to be an appropriate allowance in respect of any contingent liabilities of the Company;

6) all other liabilities of the Company of whatsoever kind and nature reflected in accordance with the Accounting Principles. In determining the amount of such liabilities the Company shall take into account all expenses payable by the Company which shall comprise but not be limited to fees payable to its Investment Managers and Impact Fulfilment Adviser, fees and expenses payable to its Auditors and accountants, Depositary and its correspondents, Administrative Agent and paying agent, any listing agent (if any), domiciliary agent, any distributor(s) and permanent representatives in places of registration (if any), as well as any other agent employed by the Company, the remuneration of the directors and officers of the Company and their reasonable out-of-pocket expenses, insurance coverage, and reasonable travelling costs in connection with Board, IC or AC meetings, fees and expenses for legal and auditing services, any fees and expenses involved in registering and maintaining the registration of the Company with any governmental agencies or stock exchanges in the Grand Duchy of Luxembourg and in any other country (to the extent applicable), reporting and publishing expenses including the costs of preparing, printing, advertising and distributing prospectuses, explanatory memoranda, periodical reports or registration statements, and the costs of any reports to Shareholders, all taxes, duties, governmental and similar charges, the costs for the publication of the issue, conversion, if any, and redemption prices and all other operating expenses, the costs for the publication of the issue, conversion and redemption prices, including the cost of buying and selling assets, interest, bank charges and brokerage, postage, telephone and telex. The Company may accrue administrative and other expenses of a regular or recurring nature based on an estimated amount payable for yearly or other periods.

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C. The value of the Company’s assets shall be determined as follows:

The value of such assets shall be determined as follows: 1) The valuation of private equity investments (such as equity, subordinated

debt) will be based on the International Private Equity and Venture Capital Valuation Guidelines issued by the EVCA (European Private Equity and Venture Capital Association), the BVCA (British Venture Capital Association) and the AFIC (Association Française des Investisseurs en Capital) in March 2005, or any subsequent update of such guidelines, and is conducted with prudence and in good faith.

2) Debt instruments not listed or dealt in any stock exchange or any other Regulated Market will be initially valued at fair value, which is in principle the transaction price to originate or acquire the asset, and subsequently valued at amortized cost less an impairment provision, if any, as the best estimate of fair value. This impairment provision is defined as the amount measured at the initial recognition minus the principal repayments, plus or minus the cumulative amortization or any difference between that initial amount and the maturity amount, and minus any write down for impairment. The Board will use its best endeavors to continually assess the method of calculating any impairment provision and recommend changes, where necessary, to ensure that such provision will be valued appropriately as determined in good faith by the Board.

3) In particular, the value of the other assets and liabilities shall be determined

as follows: a) The value of any cash on hand or on deposit, bills and demand notes and

accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received is deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof is arrived at after making such discount as may be considered appropriate in such case to reflect the true value thereof.

b) The value of assets which are listed or dealt in on any stock exchange is

based on the last available price on the stock exchange which is normally the principal market for such assets.

c) The value of assets dealt in on any other Regulated Market is based on the

last available price. d) In the event that any assets are not listed or dealt in on any stock exchange

or on any other Regulated Market, or if, with respect to assets listed or dealt in on any stock exchange, or other Regulated Market as aforesaid, the price as determined pursuant to sub-paragraph (b) or (c) is not representative of the fair market value of the relevant assets, the value of such assets will be based on the reasonably foreseeable sales price determined prudently and in good faith.

e) The liquidating value of futures, spot, forward, cross-currency swap or

options contracts not traded on exchanges or on other Regulated Markets shall mean their net liquidating value determined, pursuant to the policies established by the Board, on a basis consistently applied for each different variety of contracts. The

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liquidating value of futures, spot, forward or options contracts traded on exchanges or on other Regulated Markets shall be based upon the last available settlement prices of these contracts on exchanges and Regulated Markets on which the particular futures, spot, forward or options contracts are traded by the Company; provided that if a futures, forward or options contract could not be liquidated on the day with respect to which net assets are being determined, the basis for determining the liquidating value of such contract shall be such value as the Board may deem fair and reasonable.

However, Foreign Exchange forward (“FX forward”) or future (“FX future”) and cross-currency swap (“Swap”) contracts which are entered in by the Company for the sole purpose of hedging a non regularly quoted or an illiquid debt investment, denominated in currency different from the Company Reference Currency and which are linked in notional, spot exchange rates, interest rates, maturities and other terms to that Investment shall be valued considering the economic substance of the transaction. Rather than valuing separately the debt instrument in the original currencies and the related FX forward, FX future or Swap contracts, the debt and the related contract will be amalgamated as if it was a synthetic debt instruments denominated in the Company Reference Currency. Such Swap, FX forward or FX future contracts will be valued as at any Valuation Date using the spot exchange rate on the principal and accrued interest amounts of the related debt instrument. Such valuation approach shall be changed if a credit risk materializes in the form of impairment. The part of the FX forward, FX future or Swap notional then exceeding the valuation of the underlying debt instrument would be valued using a marked to market approach and any difference between (i) the forward rate at which the Swap, the FX future or the FX forward was contracted and (ii) the spot rate at which the debt instrument was disbursed, will be amortized over the period until expiration of the debt instrument and recognized as interest income or expense.” In the case where the underlying debt investment is sold before maturity, the net gain or loss realized after the unwinding of the related FX forward, FX future or Swap transaction will be fully accounted as interest income or expense.

f) Units or shares of other Undertakings for Collective Investment (“UCI”) will be valued at their last determined and available net asset value or, if such price is not representative of the fair market value of such assets, then the price shall be determined by the Board on a fair and equitable basis in good faith.

g) All other securities and other assets will be valued at fair market value as

determined in good faith pursuant to the procedures established by the Board. h) Money market instruments held by the Company with a remaining maturity

of ninety (90) days or less will be valued by the amortized cost method which approximates market value.

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The value of all assets and liabilities not expressed in the Reference Currency of the Company will be converted into the Reference Currency the Company at rates last quoted by any major bank or major financial information service provider. If such quotations are not available, the rate of exchange will be determined in good faith by or under procedures established by the Board. The Board, in its discretion, may permit some other method of valuation to be used if it considers that such valuation better reflects the fair value of any asset of the Company.

XIII. TEMPORARY SUSPENSION OF NET ASSET VALUE CALCULATION The Company may temporarily suspend the calculation of the Net Asset Value, and/or where applicable, the subscription, conversion and redemption of the Shares, in the following cases:

a) During any period when any market or stock exchange which is in the principal market or stock exchange on which a substantial portion of the investments of the Company is listed is closed, other than for ordinary holidays, or during which dealings are considerably restricted or suspended.

b) When for any other exceptional circumstance the prices of any

investments owned by the Company cannot promptly or accurately be ascertained.

c) When the means of communication normally used to calculate the

value of assets in the Company are suspended or when, for any reason whatsoever, the value of an investment in the Company cannot be calculated with the desired speed and precision.

d) When restrictions on exchange or the transfer of capital prevent the

execution of dealings for the Company or when buying and selling transactions on their behalf cannot be executed at the normal exchange rates.

e) When factors which depend, among other things, on the political,

economic, military and monetary situation and which evade the control, responsibility and means of action of the Company, prevent the Company from having access to its assets and from calculating their Net Asset Value in normal or reasonable manner.

f) When the Board so decide, provided all Shareholders are treated on

an equal footing and all relevant laws and regulations are applied as soon as an extraordinary general meeting of Shareholders of the Company has been convened for the purpose of deciding on the liquidation or dissolution of the Company.

Any such suspension of the Net Asset Value shall be notified to the concerned Shareholders.

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Any request for subscription, conversion or redemption shall be irrevocable except in the event of a suspension of the calculation of the Net Asset Value, in which case Shareholders may give notice that they wish to withdraw their Application. If no such notice is received by the Company, such Application will be dealt with on the first Valuation Day, as determined for each Class of Shares, following the end of the period of suspension.

XIV. DISTRIBUTION POLICY In principle, no distributions will be made during the life of the Company and all proceeds from Investments will be re-invested. The Board may however, but subject to ratification by the general meeting of Shareholders, decide on annual or other interim distributions out of the investment income gains and realized capital gains. Distributions may be paid at such time and place that the Board shall determine from time to time and shall be paid in the Reference Currency of the relevant Class. Any distribution by way of dividends that has not been claimed within five years of its declaration shall be forfeited and reverted to the Company; No interest shall be paid on a dividend declared by the Company and kept by it at the disposal of its beneficiary. The Company shall, in any case, not proceed to distributions by way of redemption of Shares, in the event the net assets of the Company would fall below the minimum capital foreseen in the 2007 Law, i.e. the USD equivalent of EUR 1,250,000.-.

XV. COSTS, FEES AND EXPENSES

A. Formation and launching Expenses The costs and expenses of the formation of the Company are expected to range between EUR 75.000,- and 125,000.-. These costs will be amortized over a period not exceeding 60 months from the formation of the Company and in such amounts in each year as determined by the Board of Directors on an equitable basis.

B. General The expenses payable by the Company which shall comprise but not be limited to fees payable to its Investment Managers and Impact Fulfilment Adviser, fees and expenses payable to its Auditors and accountants, Depositary and its correspondents, Administration Agent and paying agent, any listing agent (if any), domiciliary agent, any distributor(s) and permanent representatives in places of registration (if any), as well as any other agent employed by the Company, the remuneration of the directors and officers of the Company and their reasonable out-of-pocket expenses, insurance coverage, and reasonable travelling costs in connection with Board, IC or IAC meetings, fees and expenses for legal and auditing services, any fees and expenses involved in registering and maintaining the registration of the Company with any governmental agencies or stock exchanges in the

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Grand Duchy of Luxembourg and in any other country (to the extent applicable), reporting and publishing expenses including the costs of preparing, printing, advertising and distributing prospectuses, explanatory memoranda, periodical reports or registration statements, and the costs of any reports to Shareholders, all taxes, duties, governmental and similar charges, the costs for the publication of the issue, conversion, if any, and redemption prices and all other operating expenses, the costs for the publication of the issue, conversion and redemption prices, including the cost of buying and selling assets, interest, bank charges and brokerage, postage, telephone and telex. The Company may accrue administrative and other expenses of a regular or recurring nature based on an estimated amount payable for yearly or other periods.

XVI. TAXATION IN LUXEMBOURG General The following is of a general nature only and is based on the Company’s understanding of, and advice received on, certain aspects of the law and practice currently in force in Luxembourg as of the date of the Issue Document. It does not purport to be a complete analysis of all possible tax considerations that may be relevant to an investment decision. It is included herein solely for preliminary information purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. It is a description of the essential material Luxembourg tax consequences with respect to the Shares and may not include tax considerations that arise from rules of general application or that are generally assumed to be known to Shareholders. This summary is based upon the Luxembourg law and regulations as in effect and as interpreted by the Luxembourg tax authorities on the date of this Issue Document and is subject to any amendments in law (or in interpretation) later introduced, whether or not on a retroactive basis. Prospective investors should consult their own professional advisors with respect to particular circumstances, the effects of state, local or foreign laws to which they may be subject and as to their tax position. Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenu) generally. Corporate Investors may further be subject to net wealth tax (impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax as well as the solidarity surcharge invariably apply to most corporate taxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and to the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

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Luxembourg tax residency of the Shareholders A Shareholder will not become resident, nor be deemed to be resident, in Luxembourg, by reason only of the holding of the Shares, or the execution, performance, delivery and / or enforcement of the Shares or of sending representatives to the Board. Luxembourg taxation of the Company In accordance with current legislation in Luxembourg, the Company is exempt from Luxembourg income and net wealth tax, and dividends paid by the Company (if any) are exempt from dividend withholding tax. The Company is subject to an annual subscription tax (taxe d'abonnement) generally levied at the rate of 0.01% p.a. on the Company’s Net Asset Value calculated on the last Valuation Day and is payable in quarterly installments. The following items are exempt from the subscription tax: (a) the value of the assets represented by units held in other undertakings for collective

investment, to the extent such units have already been subject to the subscription tax provided by article 68 of the 2007 Law funds or by Article 129 of the amended 2002 Law;

(b) specialised investment funds as well as individual compartments of specialised

investment funds with multiple compartments: (i) the exclusive object of which is the collective investment in money market

instruments and the placing of deposits with credit institutions, and, (ii) the weighted residual portfolio maturity of which does not exceed 90 days, and (iii) that have obtained the highest possible rating from a recognised rating agency;

(c) specialised investment funds the securities of which are reserved for (i) institutions

for occupational retirement provision, or similar investment vehicles, set-up on one or several employers’ initiative for the benefit of their employees and (ii) companies of one or several employers investing the funds they own, in order to provide their employees with retirement benefits.

(d) Specialised investment funds as well as individual compartments thereof:

(i) the investment policy of which provides for an investment of at least 50% of their asset in microfinance institutions within the meaning of the Grand-Ducal regulation of 14 July 2010 or;

(ii) that benefit from the microfinance label from the Luxembourg Fund Labelling Agency.

The establishment of the Company and the amendments to the Articles are subject to a fixed registration duty of EUR 75. The Company may be subject to withholding tax on dividends and interest and to tax on capital gains in the country of origin of its investments. As the Company itself is exempt from income tax, withholding tax levied at source, if any, would normally not be refundable and it is not certain whether the Company itself would be able to benefit from Luxembourg's double tax treaties network. Whether the Company may benefit from a double tax treaty concluded by Luxembourg must be analysed on a case-by-case basis.

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Indeed, as the Company is structured as an investment company (as opposed to a mere co-ownership of assets), certain double tax treaties signed by Luxembourg may directly be applicable to the Company. No stamp duty or other tax is payable in Luxembourg on the issue of Shares in the Company. TAXATION OF THE SHAREHOLDERS GENERAL It is expected that Shareholders in the Company will be resident for tax purposes in many different countries. Consequently, no attempt is made in this Issue Document to summarize the taxation consequences for each Investor subscribing, converting, holding or redeeming or otherwise acquiring or disposing of Shares of the Company. These consequences will vary in accordance with the law and practice currently in force in a Shareholder’s country of citizenship, residence, domicile or incorporation and with his personal circumstances. Investors should consult their professional advisors on the possible tax or other consequences of buying, holding, transferring or selling the Company’s Shares under the laws of their countries of citizenship, residence or domicile. WITHHOLDING TAX Under current Luxembourg tax law, there is no withholding tax on any distribution, redemption or payment made by the Company to its Shareholders under the Shares. There is also no withholding tax on the distribution of liquidation proceeds to the Shareholders. Non-resident Shareholders should however note that under the Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (“EU Savings Directive”), interest payments made by the Company or its Luxembourg paying agent to individuals and residual entities (i.e. entities (i) without legal personality (except for (a) a Finnish avoin yhtiö and kommandiittiyhtiö / öppet bolag and kommanditbolag and (b) a Swedish handelsbolag and kommanditbolag) and (ii) whose profits are not taxed under the general arrangements for the business taxation and (iii) that are not, or have not opted to be considered as, UCITS recognized in accordance with Council Directive 2009/65/EC – a ”Residual Entity”) resident or established in another EU Member State as Luxembourg or in certain associated or dependent territories of the European Union (Aruba, British Virgin Islands, Curaçao, Guernsey, Isle of Man, Jersey, Montserrat as well as Sint Maarten – collectively the “Associated Territories”), are subject to a withholding tax in Luxembourg unless the beneficiary elects for an exchange of information whereby the tax authorities of the state of residence are informed of the payment thereof. The withholding tax rate is currently thirty five percent (35%). However, on 18 March 2014, the Luxembourg government filed a bill No 6668 in order to replace the current withholding tax system with the exchange of information as from 1 January 2015, as set in the EU Savings Directive. Additionally, on 24 March 2014, the Council of the European Union adopted the Directive 2014/48/UE which changes and broadens the scope of the current applicable EU Savings Directive to further include i) payments made via some intermediary structures (set or not

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within the territory of a Member State), and ii) more types of income comparable to interest. Austria and Luxembourg have confirmed that as from the 1 January 2015, they will adopt the changes related to the EU Savings Directive and will provide with the information on payments of interest requested by the tax authorities of other EU Member States in compliance with the automatic exchange of information mechanism which will replace the withholding tax system. Under the amended EU Savings Directive, “interest” may include in the future (i) distributions of profits by the Company derived from interest payments (unless the Company’s investment in debt claims does not exceed fifteen percent (15%)) and (ii) income realised upon the sale, refund or redemption of the Shares if the Company invests directly or indirectly more than twenty five percent 40% (25% as from 1 January 2016) of its net assets in debt claims and to the extent such income corresponds to gains directly or indirectly derived from interest payments. The changes in the EU Savings Directive will have to be transposed into domestic Law before the 1st January 2016. Finally, the replacement of the amending EU Savings Directive as from 1 January 2017 by an automatic exchange of information in compliance with the Organisation for Economic Co-operation and Development (OECD) standard is currently discussed by the EU. Investors should get information about, and where appropriate take advice on, the impact of the EU Savings Directive on their investment. TAXATION OF THE SHAREHOLDERS IN LUXEMBOURG Taxation of Luxembourg resident Shareholders Luxembourg resident individuals Any dividends received and other payments derived from the Shares received by resident individuals, who act in the course of either their private wealth or their professional / business activity, are subject to income tax at the progressive ordinary rate. A gain realized upon the sale, disposal or redemption of Shares by Luxembourg resident individual Shareholders, acting in the course of the management of their private wealth is not subject to Luxembourg income tax, provided this sale, disposal or redemption took place more than 6 months after the Shares were acquired and provided the Shares do not represent a substantial shareholding. A shareholding is considered as substantial shareholding in limited cases, in particular if (i) the Shareholder has held, either alone or together with his spouse or partner and/or his minor children, either directly or indirectly, at any time within the 5 years preceding the realization of the gain, more than 10% of the share capital of the Company or (ii) the taxpayer acquired free of charge, within the 5 years preceding the transfer, a participation that was constituting a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year period). Capital gains realised on a substantial participation more than 6 months after the acquisition thereof are subject to income tax according to the half-global rate method, (i.e. the average rate applicable to the total income is calculated according to progressive income tax rates and half of the average rate is applied to the

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capital gains realised on the substantial participation). A disposal may include a sale, an exchange, a contribution or any other kind of alienation of the shareholding. Luxembourg corporate residents Luxembourg resident corporate Shareholders (sociétés de capitaux) must include any profits derived, as well as any gain realized on the sale, disposal or redemption of Shares, in their taxable profits for Luxembourg income tax assessment purposes. Taxable gains are determined as being the difference between the sale, repurchase or redemption price and the book value of the Shares sold or redeemed. Luxembourg resident companies benefiting from a special tax regime Luxembourg corporate resident Shareholders which are companies benefiting from a special tax regime, such as (i) undertakings for collective investment fund subject to the amended law of 10 December 2010, (ii) specialized investment funds subject to the 2007 Law and, (iii) family wealth management companies governed by the law of 11 May 2007, are tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg income tax. Taxation of Luxembourg non-residents Shareholders Shareholders, who are non-residents of Luxembourg and who have neither a permanent establishment nor a permanent representative in Luxembourg to which or whom the Shares are attributable, are not liable to any Luxembourg income tax on income received and capital gains realized upon the sale, disposal or redemption of the Shares. Non-resident corporate Shareholders which have a permanent establishment or a permanent representative in Luxembourg, to which the Shares are attributable, must include any income received, as well as any gain realized on the sale, disposal or redemption of Shares, in their taxable income for Luxembourg tax assessment purposes. The same inclusion applies to individuals, acting in the course of the management of a professional or business undertaking, who have a permanent establishment or a permanent representative in Luxembourg, to which the Shares are attributable. Taxable gains are determined as being the difference between the sale, repurchase or redemption price and the lower of the cost or book value of the Shares sold or redeemed. Net wealth tax Luxembourg resident Shareholders and Shareholders who have a permanent establishment or a permanent representative in Luxembourg to which the Shares are attributable, are subject to Luxembourg net wealth tax on such Shares, except if the Shareholder is (i) a resident or non-resident individual taxpayer, (ii) an undertaking for collective investment subject to the amended 2002 Law, (iii) a securitization company amended governed by the law of 22 March 2004 on securitization, (iv) a company governed by the amended law of 15 June 2004 on venture capital vehicles, (v) a specialized investment fund governed by the 2007 Law or, (vi) a family wealth management company governed by the amended law of 11 May 2007.

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Other taxes No estate or inheritance tax is levied on the transfer of the Shares upon death of a Shareholder in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes. Luxembourg gift tax may be levied on a gift or donation of the Shares if embodied in a Luxembourg notarial deed or otherwise registered in Luxembourg. The above information is based on the law in force and current practice and is subject to change. Value Added Tax In Luxembourg, regulated investment funds, such as SICAVs, have the status of taxable persons for value added tax (“VAT”) purposes. Accordingly, the Company is considered in Luxembourg as a taxable person for VAT purposes without input VAT deduction right. A VAT exemption applies in Luxembourg for services qualifying as fund management services. Other services supplied to the Company could potentially trigger VAT and require the VAT registration of the Company in Luxembourg as to self-assess the VAT regarded as due in Luxembourg on taxable services (or goods to some extent) purchased from abroad. No VAT liability arises in principle in Luxembourg in respect of any payments by the Company to its Shareholder, to the extent such payments are linked to their subscription to the Shares and do therefore not constitute the consideration received for taxable services supplied. FATCA Being established in Luxembourg and subject to the supervision of the CSSF in accordance with the Law of 13 February 2007, the Company will be treated as an FFI for FATCA purposes. Luxembourg has entered into a Model I IGA, which means the Company must comply with the requirements of the Luxembourg IGA. This includes the obligation for the Company to regularly assess the status of its investors. To this extent, the Company will need to obtain and verify information on all of its investors. Upon request of the Company, each investor agrees to provide certain information, including, in case of a NFFE, the direct or indirect owners above a certain threshold of ownership of such shareholder, along with the required supporting documentation. Similarly, each investor agrees to actively provide to the Company within thirty days any information like for instance a new mailing address or a new residency address that would affect its status. In certain conditions when the investor does not provide sufficient information, the Company will take actions to comply with FATCA. This may result in the obligation for the Company to disclose the name, address and taxpayer identification number (if available) of the investor as well as information like account balances, income and capital gains (non-exhaustive list) to its local tax authority under the terms of the applicable IGA.

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Although the Company will attempt to satisfy any obligation imposed on it to avoid imposition of FATCA withholding tax, no assurance can be given that the Company will be able to satisfy these obligations. If the Company becomes subject to a withholding tax as result of the FATCA regime, the value of the Shares held by the investor may suffer material losses. A failure for the Company to obtain such information from each shareholder and to transmit it to the Luxembourg authorities may trigger the 30% withholding tax to be imposed on payments of U.S. source incomes and on proceeds from the sale of property or other assets that could give rise to U.S. source interests and dividends. Any Shareholder that fails to comply with the Company’s documentation requests may be charged with any taxes imposed on the Company attributable to such Shareholder’s failure to provide the information and the Company may, in its sole discretion, redeem the shares of such Shareholder, in particular if the investor qualifies as a Prohibited Person. Investors who invest through intermediaries are reminded to check if and how their intermediaries will comply with this U.S. withholding tax and reporting regime. Investors should consult a U.S. tax advisor or otherwise seek professional advice regarding the above requirements

XVII. ACCOUNTING PERIOD, GENERAL MEETINGS OF SHAREHOLDERS

AND DOCUMENTS AVAILABLE FOR INSPECTION

A. Accounting Period The Accounting Period shall start on 1st of April of each year and shall end on 31st of March of the following year. The first Accounting Period shall start on the day of incorporation of the Company and shall end on 31st of March 2013. Audited annual reports will be available at the registered office of the Company. The first report of the Company will be the annual report as of 31st of March 2013.

B. General meetings The annual General Meeting of the Shareholders of the Company will be held at the registered office of the Company in Luxembourg on the third Thursday of the month of September at 2.30 p.m. (Luxembourg time) (or, if such day is not a Business Day, on the next Business Day). Notices of a General Meeting and other notices will be given in accordance with Luxembourg law. Notices will specify the place and time of the meetings, the conditions of admission, the agenda, the quorum and the voting requirements and will be given at least 8 (eight) calendar days prior to the meetings. The requirements as to attendance, quorum and majorities at all General Meetings will be those laid down in the Articles of the Company and in the Luxembourg law of August 10, 1915 on commercial companies, as amended. All Shareholders may attend the annual General Meetings, any extraordinary General Meetings and may vote either in person or by correspondence or proxy.

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C. Documents and information available to Shareholders

Copies of the Articles, the Issue Document, the latest Net Asset Value and information of the historical performance of the Company are available for the Shareholders, free of charge, during business hours on each Business Day at the registered office of the Company. The latest Audited Financial Statements of the Company, which shall contain such information as provided for under article 20 of the 2013 Law, is available for the Shareholders, within 6 months following the end of each Accounting Period during business hours on each Business Day at the registered office of the Company and shall be provided to Shareholders upon request, free of charge. Copies of the material agreements mentioned in this Issue Document, including the Management Agreement, the Administrative Agency, Registrar and Transfer Agency Agreements and the Depositary and Paying Agency Agreement (including fee arrangement schedules) may be inspected during business hours on each Business Day at the registered office of the Company. The Net Asset Value per Share will be available at the registered office of the Company. The Company shall inform the Shareholders on at least an annual basis on (i) the percentage of the Company’s assets which are subject to special arrangements arising from their illiquid nature, (ii) any new arrangement for managing the liquidity of the Company, (iii) the current risk profile of the Company and the risk management systems employed by the Investment Manager to manage those risks.

D. Amendment to the Issue Document Unless otherwise provided for in the Issue Document, the Board is entitled to amend the Issue Document subject to CSSF prior approval. In case of amendments to the Investment Objective, Investment Policy and investment restrictions or in case of material amendments detrimental to the interests of the Shareholders, such Shareholders will be informed of the date of effectiveness of the relevant amendments and shall be entitled to redeem their Shares free of charge during a one-month period as from such notification. Such process shall not be applicable in case all Shareholders give their prior approval to the contemplated amendments in writing.

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XVIII. LIQUIDATION OF THE COMPANY

The Company may at any time upon proposition of the Board be dissolved by a resolution of the General Meeting of Shareholders subject to a Qualified Majority Vote. Whenever the Share capital falls below two-thirds of the minimum capital referred to in Section I.A “G eneral Information”, the question of the dissolution of the Company shall be referred to the General Meeting by the Board. The General Meeting, for which no quorum shall be required, shall decide by simple majority of the votes of the Shares represented at the meeting. The question of the dissolution of the Company shall further be referred to the General Meeting whenever the Share capital falls below one-fourth of the minimum capital referred to in Section I.A “General Information”; in such an event, the General Meeting shall be held without any quorum requirements and the dissolution may be decided by Shareholders holding one-fourth of the votes of the Shares represented at the meeting. The meeting must be convened so that it is held within a period of forty (40) calendar days from ascertainment that the net assets of the Company have fallen below two-thirds or one-fourth of the legal minimum, as the case may be. Liquidation shall be carried out by one or several liquidators, who may be physical persons or legal entities, appointed by the General Meeting of Shareholders which shall determine their powers and their compensation. The liquidator(s) shall apply the assets available for distribution among the Shareholders and shall act in accordance with applicable laws and regulation when disposing of the investments and terminating the Company. At the end of the liquidation process of the Company, any amounts that have not been claimed by the Shareholders will be paid to the Caisse des Consignations, which keeps them available for the benefit of the relevant Shareholders for the duration provided for by law.

XIX. DATA PROTECTION The Company collects, stores and processes by electronic or other means the data supplied by Shareholders at the time of their subscription for the purpose of fulfilling the services required by the Shareholders and complying with its legal obligations. The data processed includes the name, address and invested amount of each Shareholder (the “Personal Data”). The Investor may, at his/her/its discretion, refuse to communicate the Personal Data to the Company. In this case however the Company may reject his/her/its request for subscription of Shares / beneficiary units in the Company. In particular, the data supplied by Shareholders is processed for the purpose of (i) maintaining the register of Shareholders, (ii) processing subscriptions, redemptions and

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conversions of Shares and payments of dividends to Shareholders, (iii) complying with applicable anti-money laundering rules. The Company can delegate to the Administration agent or another entity the processing of the Personal Data, in compliance and within the limits of the applicable laws and regulations. The Administration Agent in its turn may appoint supporting services agents which may be affiliates or not, located in the European Union or outside the European Union, to sub-process the data provided appropriate agreements are in place where required by law. Each Shareholder has a right to access his/her/its Personal Data and may ask for a rectification thereof in cases where such data is inaccurate and incomplete. In relation thereto, the Shareholder can ask for a rectification by letter addressed to the Company. The Shareholder has a right of opposition regarding the use of its Personal Data for marketing purposes. This opposition can be made by letter addressed to the Company. The Shareholder's Personal Data shall not be held for longer than necessary with regard to the purpose of data processing observing legal periods of limitation. 46793/12507685v1