OFFERING MEMORANDUM SEPTEMBER 2009 UFG FUND (A FUND OF FUNDS AUTHORISED IN SWITZERLAND AS A FOREIGN OTHER FUND FOR ALTERNATIVE INVESTMENTS)

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1 VISA 2009/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 12/10/2009 Commission de Surveillance du Secteur Financier OFFERING MEMORANDUM SEPTEMBER 2009 UFG FUND (A FUND OF FUNDS AUTHORISED IN SWITZERLAND AS A FOREIGN OTHER FUND FOR ALTERNATIVE INVESTMENTS) Société d'investissement à capital variable Luxembourg THE COMPANY INVESTS AS A "FUND OF FUNDS" IN HEDGE FUNDS. AN INVESTMENT IN THE COMPANY CARRIES SUBSTANTIAL RISKS. THE RISKS INHERENT TO AN INVESTMENT IN HEDGE FUNDS ARE OF A NATURE AND DEGREE NOT TYPICALLY ENCOUNTERED IN INVESTMENTS IN SECURITIES OF COMPANIES LISTED ON MAJOR SECURITIES MARKETS WORLDWIDE. THERE CAN BE NO ASSURANCE THAT THE COMPANY'S INVESTMENT OBJECTIVE WILL BE ACHIEVED AND INVESTMENT RESULTS MAY VARY SUBSTANTIALLY OVER TIME. INVESTORS INCUR THE RISK TO LOSE ALL OR PART OF THEIR INVESTMENT IN THE COMPANY. AN INVESTMENT IN THE COMPANY IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM FOR ANY INVESTOR. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER WHETHER AN INVESTMENT IN SHARES IS SUITABLE FOR THEM IN THE LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL RESOURCES (SEE "RISK FACTORS" BELOW). THE BOARD OF DIRECTORS OF THE COMPANY WILL, HOWEVER, SEEK TO MONITOR RISKS THROUGH THE SELECTION OF THE COMPANY'S INVESTMENTS BASED ON A DUE DILIGENCE PROCEDURE (SEE "TARGET FUND MANAGERS SELECTION PROCESS" BELOW). SHARES IN THE COMPANY ARE OFFERED ON THE BASIS OF THE INFORMATION AND THE REPRESENTATIONS CONTAINED IN THE CURRENT MEMORANDUM ACCOMPANIED BY THE LATEST ANNUAL REPORT AND SEMI-ANNUAL REPORT, IF PUBLISHED AFTER THE LATEST ANNUAL REPORT, AS WELL AS THE DOCUMENTS MENTIONED HEREIN WHICH MAY BE INSPECTED AT THE REGISTERED OFFICE OF THE COMPANY LU:

2 APPLICATIONS FOR SUBSCRIPTION ARE RESERVED TO INVESTORS WHO, ON THE BASIS OF THIS OFFERING MEMORANDUM, THE ARTICLES AND THE RELEVANT SUBSCRIPTION DOCUMENTS, HAVE MADE THEIR OWN ASSESSMENT OF THE CONDITIONS OF THEIR PARTICIPATION IN THE COMPANY. ACCORDINGLY, IT IS THE RESPONSIBILITY OF PARTICIPATING INVESTORS TO DETERMINE WHETHER THEIR RIGHTS AND OBLIGATIONS AS MEMBERS ARE SUITABLE FOR THEM LU:

3 By accepting this Offering Memorandum (the "Memorandum") the recipient agrees to be bound by the following: This Memorandum is submitted to investors who have expressed an interest in subscribing for Shares in UFG Fund, a Luxembourg société d'investissement à capital variable (investment company with variable capital) organised as a société anonyme (public limited liability company) in accordance with, and authorised under, part II of the 2002 Act (the Company). Unless otherwise defined, capitalised terms used throughout this Memorandum shall have the meanings ascribed to such terms in the Section "Definitions" of the General Section. This Memorandum has been prepared solely for the consideration of prospective investors in the Company for the purpose of evaluating an investment in the Company. This Memorandum supersedes and replaces any other information provided by the Sponsors and their representatives and agents in respect of the Company. However, the Memorandum is provided for information only, and is not intended to be and must not alone be taken as the basis for an investment decision. By accepting this Memorandum, potential investors in the Company are not to construe the contents of this Memorandum or any prior or subsequent communications from the Company, the Service Providers, the Sponsors or any of their respective officers, members, employees, representatives or agents as investment, legal, accounting, regulatory or tax advice. Prior to investing in the Shares, potential investors should conduct their own investigation and analysis of an investment in the Company and consult with their legal advisors and their investment, accounting, regulatory and tax advisors to determine the consequences of an investment in the Shares and arrive at an independent evaluation of such investment, including the applicability of any legal sales or investment restrictions without reliance on the Company, the Service Providers, the Sponsors or any of their respective officers, members, employees, representatives or agents. Neither the Company, the Service Providers, the Sponsors nor any of their respective officers, members, employees, representatives or agents accepts any responsibility or liability whatsoever for the appropriateness of any potential investors investing in the Company. The Shares have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any US person, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and any applicable US state securities laws. The Company is not registered nor does it intend to register (i) under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") as an investment company in reliance on the exemption from such registration pursuant to Section 3(cX7) thereunder. Accordingly, the Shares are being offered and sold only (i) outside the United States to persons that are other than US persons as defined in Regulation S under the US Securities Act and (b) not US residents (within the meaning of the Investment Company Act) in offshore transactions that meet the requirements of Regulation S under the US Securities Act or (ii) to US persons who are "accredited investors" (as defined in Rule 501 of Regulation D promulgated under the Securities Act) and (b) either (I) "qualified purchasers" (within the meaning of Section 2(51) of the Investment Company Act) or (II) "knowledgeable employees" as such term is defined in Rule 3c-5 of the Investment Company Act. The text of the Articles is integral to the understanding of this Memorandum. Potential investors should review the Articles carefully. In the event of any inconsistency between this Memorandum and the Articles, the Articles shall prevail. Potential investors should obtain a copy of the subscription documents which contains, inter alia, representations on which the Company may accept a potential investor. The Articles, the service agreements, LU:

4 the subscription documents and related documentation are described in summary form herein; these descriptions do not purport to be complete and each such summary description is subject to, and qualified in its entirety by reference to, the actual text of the Articles, the service agreements, the subscription documents and related documentation, including any amendment thereto. The Memorandum and any other documents relating to the Company do not constitute an offer or solicitation in any jurisdiction in which an offer or solicitation is not authorised, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation. Any representation to the contrary is unlawful. No action has been taken by the Sponsors or the Company that would permit a public offering of Shares or possession or distribution of information in any jurisdiction where action for that purpose is required. An investment in the Company will involve significant risks and there can be no assurance as to positive returns on any of the Company's Investments or that there will be any return of invested capital. As (unless otherwise stated in respect of a particular Sub-fund in that Sub-fund's Special Section) the Sub-funds do not have a finite term, potential Investors should be aware that they may be required to bear the financial risk of their investment for a significant period of time because redemption and Transfer of Shares may be either prohibited or subject to substantial restrictions, depending on the terms of the relevant Sub-fund. Additionally, there will be no public market for the Shares. Accordingly, investors should have the financial ability and willingness to accept the risks of investing in the Company (including, without limitation, the risk of loss of their entire investment) and accept that they will have recourse only to the assets of the Sub-fund in which they invest as these will exist at any time. Certain statements contained in this Memorandum are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the markets in which the Company will operate, and the beliefs and assumptions of the Company. Words such as "expects", "anticipates", "should", "intends", "plans", "believes", "seeks", "estimates", "forecasts", "projects", variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Among the factors that could cause actual results to differ materially are the general economic climate, inflationary trends, interest rate levels, the availability of financing, changes in tax and corporate regulations and other risks associated with the ownership and acquisition of investments and changes in the legal or regulatory environment or that operation costs may be greater than anticipated. An investment in the Shares involves significant risks and there can be no assurance or guarantee as to positive return on any of the Company's investments or that there will be any return on invested capital. Potential investors should in particular refer in this Memorandum to Section 24 of the General Section. The investment objectives are based on a number of assumptions which the Company believes reasonable, but there is no assurance that the investment objectives will be realised. The Directors have taken all reasonable care to ensure that the information contained in this Memorandum is accurate as of September 2009 (or such other date as stated herein). Other than as described below, neither any of the Directors, the Company, nor the Sponsors has any obligation to update this Memorandum. Under no circumstances should the delivery of this Memorandum, irrespective of when it is made, create an implication that there has been no change in the affairs of the Company since such date. The Directors reserve the right to modify any of the terms of the offering and the Shares described herein. This Memorandum may be updated and amended by a supplement and where such supplement is prepared this Memorandum will be read and construed with such supplement. This Memorandum will be updated in accordance with Luxembourg Law LU:

5 No person has been authorised to give any information or to make any representation concerning the Company or the offer of the Shares other than the information contained in this Memorandum and any other documents relating to the Company, and, if given or made, such information or representation must not be relied upon as having been authorised by the Company, any Service Provider or the Sponsors. Any translation of this Memorandum or of any other transaction document into French (or any other language) will only be for convenience of the relevant investors having requested such translation. In the case of any discrepancy due to translation, the English version of the Memorandum and of any other transaction document will prevail. Data protection Certain personal data of Shareholders may be collected, recorded, stored, adapted, transferred or otherwise processed and used by the Company, the Services Providers and the financial intermediaries of such Shareholders. In particular, such data may be processed for the purposes of account and distribution fee administration, anti-money laundering and terrorism financing identification, maintaining the register of Shareholders, processing subscription, redemption and conversion orders (if any) and payments of dividends to Shareholders and to provide client-related services. Information may be communicated to group companies, local authorities and third parties in accordance with applicable legislation. Each Shareholder has a right of access to his/her/its personal data and may ask for a rectification thereof in case where such data is inaccurate or incomplete. By subscribing to the Shares, each investor consents to such processing of its personal data. This consent is formalised in writing in the subscription documents used by the relevant intermediary. Specific selling restrictions SWITZERLAND THE COMPANY HAS NOT BEEN APPROVED BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY FINMA AS A FOREIGN COLLECTIVE INVESTMENT SCHEME PURSUANT TO ARTICLE 120 OF THE SWISS COLLECTIVE INVESTMENT SCHEMES ACT OF 23 JUNE 2006 (THE "CISA"). ACCORDINGLY, THE SHARES MAY NOT BE PUBLICLY OFFERED IN OR FROM SWITZERLAND AND NEITHER THIS OFFERING MEMORANDUM NOR ANY OTHER OFFERING MATERIALS RELATING TO THE SHARES MAY BE MADE AVAILABLE THROUGH A PUBLIC OFFERING IN OR FROM SWITZERLAND. THE SHARES MAY ONLY BE OFFERED AND THIS OFFERING MEMORANDUM MAY ONLY BE DISTRIBUTED IN OR FROM SWITZERLAND TO QUALIFIED INVESTORS (AS DEFINED IN THE CISA AND ITS IMPLEMENTING ORDINANCE) AND TO A LIMITED NUMBER OF OTHER OFFEREES OTHERWISE THAN THROUGH A PUBLIC OFFERING IN OR FROM SWITZERLAND." LU:

6 GENERAL INFORMATION Registered Office 33, rue de Gasperich L-5826 Hesperange Grand Duchy of Luxembourg Directors Mr. Xavier Lépine, Président, Groupe UFG, Chairman of the Board; Mr. Patrick Rivière, Vice-Président, Groupe UFG; Mr. Philippe Lestel, Head of Legal, Operations and COO of UFG Investment Managers; Mr. Georg A. Lasch, BNP Paribas Securities Services, Luxembourg Benelux Head of Coverage Member of the Executive Committee. Independent Supervisory Committee Mr. Benoît Andrianne, Independent Director, AB Fund Services; Mr. Daniel Van Hove, Independent Director, Bellatrix Investments. Sponsors Nord Europe Private Bank 4a, Rue Henri Schnadt L-2530 Luxembourg Grand Duchy of Luxembourg and Groupe UFG 173, boulevard Haussmann Paris France Investment Manager Each Investment Manager as indicated in respect of each Sub-fund in the Special Sections Custodian and Paying Agent BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich L-5826 Hesperange Grand Duchy of Luxembourg LU:

7 Administrative Agent BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich L-5826 Hesperange Grand Duchy of Luxembourg Auditor Deloitte S.A. 560, rue de Neudorf L Luxembourg Grand Duchy of Luxembourg Legal advisor Allen & Overy Luxembourg 33, avenue J.F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Swiss Representative and Paying Agent BNP Paribas Securities Services, Paris, Zürich Branch Selnaustrasse Zürich Switzerland LU:

8 TABLE OF CONTENT GENERAL INFORMATION...6 GENERAL SECTION The Company Management and Administration Share Capital and Shares Subscription for Shares Conversion of Shares Redemption of Shares Transfer Restrictions Ownership Restrictions Anti-Money Laundering and Terrorist Financing Requirements Market Timing and Late Trading Investment Restrictions Calculation of NAV Temporary Suspension of Calculation of the NAV General Meeting Fiscal Year and Reporting Dissolution/Liquidation Dividends Taxation Indemnity Payments Expenses Contingent Liabilities Conflict of Interests Risk Factors...55 SPECIAL SECTION 1 UFG Fund UFG ALTERAM SELECTION Investment Objective and Strategy Investment Opportunity Selection and Monitoring Process Investment Manager Investment Limits Portfolio Diversification Term of the Sub-Fund Reference Currency Initial Offering Period Classes of Shares Additional Reports...72 ANNEX 1 - Information for Investors in Switzerland 1. Swiss Representative and Paying Agent Place Where the Relevant Documents May Be Obtained Publications Fees and Expenses Place of Execution Leverage Currency Hedging Transactions...75 Page LU:

9 DEFINITIONS In this Memorandum, the following terms have the following meanings: 2002 Act means the Luxembourg act of 20 December 2002 concerning UCIs (as defined below), as amended from time to time; 2007 Act means the Luxembourg act of 13 February 2007 on specialised investment funds; Accumulation Class means a Class for which it is not intended to make distributions; Additional Report has the meaning set out in Section 15.6 of the General Section; Administrative Agent means BNP Paribas Securities Services, Luxembourg Branch, in its capacity as administrative agent and registrar and transfer agent of the Company; Advisory Board means, in relation to each Sub-fund that has established an advisory board, the advisory board of such Sub-fund with the composition, duties and functions as set forth in the relevant Special Section; Affiliate means in the case of a company: (i) (ii) any company which is its direct or indirect holding company or subsidiary or a direct or indirect subsidiary of that holding company; or a company (or a direct or indirect subsidiary of a company) or other legal entity which controls or is controlled by the person concerned; (b) (c) in the case of an individual, the spouse or direct descendant and ascendants of any kind, and any company directly or indirectly controlled by such person and his associates within the meaning of paragraph of this definition; or in the case of an entity other than a company, the members or partners and any company directly or indirectly controlled by such person and his associates within the meaning of paragraph of this definition; or except, in all cases, any company in which the Company holds an investment; Articles means the articles of association of the Company, as amended from time to time; Auditor means Deloitte S.A.; Board means the board of directors of the Company; Business Day means a day on which banks are generally open for business in Luxembourg and Paris (excluding Saturdays and Sundays and public holidays); Circular 04/146 means the CSSF circular 04/146 on the protection of UCIs and their investors against Late Trading and Market Timing practices; CHF means the legal currency of Switzerland; LU:

10 Class means a class of Shares of the Company (catégorie d'actions) as such term is understood under the Companies Act; Company means UFG Fund, a public limited liability company (société anonyme) incorporated as an investment company with variable capital under the laws of the Grand Duchy of Luxembourg and registered pursuant to part II of the 2002 Act; Companies Act means the Luxembourg act of 10 August 1915 concerning commercial companies, as amended; Control means, in relation to a company or legal entity: the holding, directly or indirectly, of the majority votes which may be cast at a company's ordinary shareholders' meetings or the votes necessary to direct or cause the direction of a company's ordinary shareholders' meetings; and (b) any contractual relationship by virtue of which a person can direct the business activities of a company or other legal entity and "to control" or "controlled" shall be construed accordingly; CSSF means the Commission de surveillance du secteur financier, the Luxembourg regulator for the financial sector; Currency & Commodity Trading means an investment strategy whereby the Target Fund Manager purchases and sells local or foreign currency, commodity futures and options or such futures contracts based on supply and demand factors affecting price within each market; Custodian and Paying Agent means BNP Paribas Securities Services, Luxembourg Branch, in its capacity as custodian and paying agent of the Company; Directors means the directors of the Company; Distributor means any intermediary which is member of the distribution network from time to time appointed or authorised by the Company to distribute one or more Classes; Distribution Class means a Class for which it is intended to make distributions; EEA means the European Economic Area; EU means the European Union; EU Member State means a member State of the EU; Euro, or EUR means the single currency of the member states of the Economic and Monetary Union; Fiscal Year means, in the case of the first Fiscal Year, the period starting on the date of incorporation of the Company and ending on the first Fiscal Year End Date thereafter, and in the case of each subsequent Fiscal Year, the period starting on the day following the immediately preceding Fiscal Year End Date and ending on the subsequent Fiscal Year End Date; Fiscal Year End Date means 31 December in each year; Fund of Funds means a UCI the objective of which is to invest mainly in other UCIs; General Meeting means the general meeting of the shareholders of the Company; LU:

11 General Section means the general section of the Memorandum that sets out the general terms and conditions applicable to all Sub-funds of the Company, unless otherwise provided in any of the Special Sections; Global Macro means an investment strategy whereby opportunistic investments are made in any type of market or instrument that a Target Fund Manager believes offers a high profit potential, often based on macroeconomic supply-and-demand factors rather than company-specific analysis; Indemnified Person has the meaning given in Section 19.1 of the General Section; Independent Supervisory Committee means the independent supervisory committee appointed by the Board, as further described in Section 2.2 of the General Section; Initial Offering Period or Initial Offering Date means, in relation to each Sub-fund, the first offering of Shares made in a Sub-fund pursuant to the terms of the Memorandum and the relevant Special Section; Initial Subscription Price means, in relation to each Class in each Sub-fund, the amount stipulated in the relevant Special Section as the subscription price per Share for the relevant Class in connection with the Initial Offering Period or Initial Offering Date; Institutional Investors means investors who qualify as institutional investors according to Luxembourg Law; Investment Adviser means such person or persons from time to time appointed as the investment adviser to a particular Sub-fund (if any) and disclosed in the relevant Special Section; Investment Committee means, in relation to each Sub-fund that has established an investment committee, the investment committee of such Sub-fund with the composition, duties and functions as set forth in the relevant Special Section; Investment Manager means in respect of each Sub-fund for which the Company has appointed an investment manager, that Sub-fund's investment manager as indicated in the relevant Special Section; Late Trading means the acceptance of a subscription, conversion or redemption order after the time limit fixed for accepting orders (cut-off time) on the relevant day and the execution of such order at the price based on the net asset value applicable to such same day; Leverage means the result obtained by pledging the assets of an investment vehicle so that the amount invested in the financial markets is greater than the vehicle s net assets. The same result can be obtained by using derivative instruments such as options, futures and forward foreign-exchange contracts; Long means that an investor holds a financial asset in order to benefit from an increase in its value; Long-Short Trading Strategies means investment strategies involving the purchase of stocks which are believed to be undervalued and the selling short of stocks believed to be overvalued; Luxembourg means the Grand Duchy of Luxembourg; Luxembourg Law means the applicable laws and regulations of the Grand Duchy of Luxembourg; Managed Account means an account opened in the name of a Sub-fund and managed on behalf of that Subfund by a Target Fund Manager; LU:

12 Management Fee means the management fee to which the Investment Manager may be entitled, in accordance with this Memorandum; Market Timing means any market timing practice within the meaning of Circular 04/146 or as that term may be amended or revised by the CSSF in any subsequent circular, i.e., an arbitrage method through which an investor systematically subscribes and redeems or converts units or shares of the same Luxembourg undertaking for collective investment within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the methods of determination of the net asset value of the UCI; Memorandum means this offering memorandum, as amended or supplemented from time to time; Mémorial means the Luxembourg Mémorial C, Recueil des Sociétés et Associations; Minimum Holding means, in relation to each Class in each Sub-fund, the minimum value of Shares which must be held by a Shareholder at any time, as indicated in the relevant Special Section (if any); Minimum Subscription Amount means, in relation to each Class in each Sub-fund; the minimum value of Shares which is stipulated in the relevant Special Section and which must be subscribed for by a Shareholder when initially subscribing for Shares of that particular Class; Minimum Subsequent Subscription Amount means, in relation to each Class in each Sub-fund, the minimum subscription monies which is stipulated in the relevant Special Section and which a Shareholder must pay when subscribing for additional Shares of a particular Class in the relevant Sub-fund; Money Market Instruments means instruments normally dealt in on a money market which are liquid and have a value which can be accurately determined at any time; Multi-Strategy means that the Target Fund Managers of multi-strategy funds can invest across a range of a minimum of four alternative strategies and markets and have the unique ability to shift capital across a variety of strategies based on the market environment and the opportunities available in the financial markets; Net Asset Value or NAV means, (i) in relation to the Company, the value of the net assets of the Company, (ii) in relation to each Sub-fund, the value of the net assets attributable to such Sub-fund, and (iii) in relation to each Class in a Sub-fund, the value of the net assets attributable to such Class, in each case, calculated in accordance with the provisions of the Articles and the Memorandum; Net Asset Value per Share or NAV per Share means the Net Asset Value of the relevant Sub-fund divided by the number of Shares in issue at the relevant time (including Shares in relation to which a Shareholder has requested redemption) or if a Sub-fund has more than one Class in issue, the portion of the Net Asset Value of the relevant Sub-fund attributable to a particular Class divided by the number of Shares of such Class in the relevant Sub-fund which are in issue at the relevant time (including Shares in relation to which a Shareholder has requested redemption); OECD means the Organisation for Economic Co-operation and Development; OECD Member State means any of the member States of the OECD; OTC means over-the-counter; OTC Derivative means any financial derivative instrument dealt in over-the-counter; Performance Fee means the performance fee to which the Investment Manager may be entitled, in accordance with the Special Section; LU:

13 Redemption Fee means the redemption fee levied by the Company in relation to the redemption of Shares of any Class in any Sub-fund, details of which are set out in the relevant Special Section; Redemption Request means a written request of a Shareholder to redeem all or part of his holding of Shares in such form as may be issued by the Company from time to time and which is available from the Administrative Agent; Reference Currency means, in relation to each Sub-fund and Class, the currency in which the Net Asset Value of such Sub-fund or Class is calculated, as stipulated in the relevant Special Section; Register means the register of Shareholders of the Company; Regulated Market means a regulated market, which operates regularly and is recognised and open to the public; Relative Value Arbitrage Strategies means a strategy that generally involves the simultaneous purchase and sale of like securities in order to seek to profit from pricing discrepancies between markets; Restricted Person has the meaning set out in Section 8.1 of the General Section; Restrictions on Transfer means, in relation to any Sub-fund, the additional restrictions on transfer that are applicable to the transfer of the Shares of such Sub-fund, as set out in the relevant Special Section; Shareholder means a person who is the holder of Shares in the Company; Shares means all shares issued by the Company from time to time, representing the total outstanding share capital; Short means that an investor has sold a financial asset without owning it with the objective to benefit from a decline in its value; Special Section means each and every supplement to this Memorandum describing the specific features of a Sub-fund. Each such supplement is to be regarded as an integral part of the Memorandum; Sponsors means Groupe UFG and Nord Europe Private Bank; Sub-fund means a separate portfolio of assets established for one or more Classes of the Company which is invested in accordance with a specific investment objective. The specifications of each Sub-fund will be described in their relevant Special Section; Subscription Fee means the subscription fee which may be levied upon subscription of Shares in a Subfund, details of which are set out in the relevant Special Section; Subscription Price means the price at which Shares will be issued, which will be the Initial Subscription Price during the Initial Offering Period or Initial Offering Date, and thereafter will be determined by reference to the NAV per Share as at the relevant Valuation Day; Target Fund means any UCI in which the assets of a Sub-fund are invested, such as corporations, investment companies, trusts, limited partnerships and mutual or contractual funds; Target Fund Manager means the investment manager of a Target Fund; LU:

14 Transferable Securities means (i) shares and other securities equivalent to shares; (ii) bonds and other debt instruments and (iii) any other negotiable securities which carry the right to acquire any such transferable securities by subscription or to exchanges, with the exclusion of techniques and instruments; UCI means an undertaking for collective investment; UFG Entity means Groupe UFG and any of its Affiliates; USD or $ means the United States dollars; U.S. Person means, unless otherwise determined by the Directors, (i) a natural person who is a resident of the United States; (ii) a corporation, partnership or other entity, other than an entity organised principally for passive investment, organised under the laws of the United States and which has its principal place of business in the United States; (iii) an estate or trust, the income of which is subject to United States income tax regardless of the source; (iv) a pension plan for the employees, officers or principals of an entity organised and with its principal place of business in the United States; (v) an entity organised principally for passive investment such as a pool, investment company or other similar entity; provided, that units of participation in the entity held by persons who qualify as U.S. persons or otherwise as qualified eligible persons represent in the aggregate ten per cent or more of the beneficial interests in the entity, and that such entity was formed principally for the purpose of investment by such persons in a commodity pool the operator of which is exempt from certain requirements of Part 4 of the U.S. Commodity Futures Trading Commission's regulations by virtue of its participants being non-u.s. Persons; or (vi) any other "U.S. Person" as such term may be defined in Regulation S under the Securities Act, or in regulations adopted under the U.S. Commodity Exchange Act, as amended; Valuation Day means, unless otherwise stated in respect of a particular Sub-fund in that Sub-fund's Special Section, the last Business Day of each month and such other day as determined from time to time by the Directors in their absolute discretion LU:

15 GENERAL SECTION The General Section applies to all Sub-funds of the Company. The specific features of each Sub-fund and Class are set forth in the Special Sections. 1. THE COMPANY Corporate form - Legal regime 1.1 The Company is an open-ended Luxembourg société d'investissement à capital variable (investment company with variable capital), governed by part II of the 2002 Act, the Companies Act and the Articles. 1.2 The Company has adopted the form of a public limited liability company (société anonyme). The Company is registered with the Luxembourg trade and companies register under the number B Its Articles were published in the Mémorial on 23 March The capital of the Company is at all times equal to the value of its net assets. The Company was incorporated with an initial capital of EUR31,000. The share capital of the Company must reach an amount of EUR1,250,000 within a period of six (6) months following its authorisation by the CSSF. 1.4 The registration of the Company pursuant to the 2002 Act does not constitute a positive assessment by any Luxembourg authority as to the adequacy or accuracy of this Memorandum or as to the assets held in the various Sub-funds. Umbrella structure - Sub-funds and Classes 1.5 The Company has an umbrella structure consisting of one or several Sub-funds. A separate portfolio of assets is maintained for each Sub-fund and is invested in accordance with the investment objective and policy applicable to that Sub-fund. The investment objective, policy, as well as the other specific features of each Sub-fund are set forth in the relevant Special Section. 1.6 The Company is one single legal entity. However, in accordance with article 133(5) of the 2002 Act, the rights of the investors and creditors relating to a Sub-fund or arising from the setting-up, operation and liquidation of a Sub-fund are limited to the assets of that Sub-fund. The assets of a Sub-fund are exclusively dedicated to the satisfaction of the rights of the investors relating to that Sub-fund and the rights of those creditors whose claims have arisen in connection with the settingup, operation and liquidation of that Sub-fund. 1.7 Each Sub-fund is treated as a separate entity and operates independently, each portfolio of assets being invested for the exclusive benefit of this Sub-fund. A purchase of Shares relating to one particular Sub-fund does not give the holder of such Shares any rights with respect to any other Subfund. 1.8 Within a Sub-fund, the Board may decide to issue one or more Classes the assets of which will be commonly invested but subject to different fee structures, distribution, marketing targets, currency or other specific features. A separate Net Asset Value per Share, which may differ as a consequence of these variable factors, will be calculated for each Class. 1.9 The Company may, at any time, create additional Classes whose features may differ from the existing Classes and additional Sub-funds whose investment objectives may differ from those of the Sub-funds then existing. Upon creation of new Sub-funds or Classes, the Memorandum will be updated, if necessary, or supplemented by a new Special Section LU:

16 1.10 For the time being, only one Sub-fund is available for subscription, namely the UFG Fund UFG Alteram Selection Each Sub-fund is described in more detail in the relevant Special Section Investors should note that some Sub-funds or Classes may not be available to all investors. The Company retains the right to offer only one or more Classes for purchase by investors in any particular jurisdiction in order to conform to local law, customs or business practice or for fiscal or any other reason. The Company may further reserve one or more Sub-funds or Classes to Institutional Investors only. Term of the Company - Term of the Sub-funds 1.13 The Company has been incorporated with an unlimited duration provided that the Company will however be automatically put into liquidation upon the termination of a Sub-fund if no further Subfund is active at that time The Sub-funds may be created with a finite life in which case they will be automatically liquidated at the relevant termination date, as further described in the relevant Special Section. The Company A Fund of Hedge Funds 1.15 As fund of hedge funds, the Company shall invest in Luxembourg or foreign, regulated or unregulated, UCIs having different investment strategies, which may be organized in different forms (corporations, investment companies, trusts, limited partnerships and mutual funds, etc.) (referred to in this Memorandum as the Target Funds). Alternative investments vs. Traditional investments 1.16 In contrast with traditional asset management based on the assumption of efficient markets and the perception that outperforming the market over time is impossible without accepting undue risk to capital, alternative asset management presumes that markets are indeed inefficient and offer, therefore, opportunities for increased investment performance without increased risk to capital. Some of the defining characteristics of alternative asset management strategies can be summarised as follows: Whereas traditional asset management will focus on building a portfolio of long securities, essentially equities and bonds, alternative asset management will use both long and short positions. In addition, the use of derivatives, both for hedging and speculative purposes, is not limited in alternative asset management strategies. In traditional asset management, the use of leverage is only permitted to a limited extent. By contrast, alternative asset management strategies can be highly leveraged. A portfolio managed according to traditional asset management principles aims to outperform a benchmark, some form of index, or industry median, following an indexed and/or passive investment approach. Performance, therefore, is measured on a relative basis. Alternative asset management, on the other hand, seeks to capture absolute gains at all times, whether in a rising, static, or falling market, following a dynamic investment approach. Traditional asset management strategies generate returns which are more highly correlated to major market indices than alternative asset management strategies LU:

17 Advantages and Disadvantages of a Fund of Funds Structure 1.17 The main advantages of a fund-of-funds structure as compared to the structure of traditional funds are the following: (b) (c) Investments in a diversified portfolio of UCIs which pursue different investment strategies and objectives result in a limitation of risks compared to investments in a single investment strategy or objective. Investments in a diversified portfolio of UCIs managed by different investment managers result in a limitation of risks compared to the management of all assets by the same investment manager. Collective investment schemes investment vehicles, such as the Company, allow the investor to invest indirectly in UCIs in which the investor could not invest directly due to high minimum subscription and holding amounts The main disadvantages of a fund-of-funds structure as compared to the structure of traditional funds are the following: (b) Each of the underlying UCIs has its own fee structure which will be charged in addition to the fees of the Company. The dilution of risks as a result of the diversified investment strategies and objectives leads to the dilution of the performance of the most successful investments of the Company. Listing 1.19 It is not envisaged that the Shares be listed on a stock exchange or on a regulated or alternative market. 2. MANAGEMENT AND ADMINISTRATION 2.1 Board of Directors (b) The Company shall be managed by a board of directors (the Board). The Board is vested with the broadest powers to perform all acts of administration and disposition in the Company's interests. All powers not expressly reserved by law to the General Meeting fall within the competence of the Board. The Board will consist of four members as follows: Mr. Xavier Lépine, Président, Groupe UFG, Chairman of the Board; Mr. Patrick Rivière, Vice-Président, Groupe UFG; Mr. Philippe Lestel, Head of Legal, Operations and COO of UFG Investment Managers; Mr. Georg A. Lasch, BNP Paribas Securities Services, Luxembourg Benelux Head of Coverage Member of the Executive Committee LU:

18 Each of the Directors possesses a strong experience in alternative management and has at least 5 years experience in the management of alternative investments and/or UCIs that invest in alternative investments. (c) (d) (e) The Directors are elected by the General Meeting which shall also determine the number of Directors, their remuneration and the term of their office. A Director may be removed with or without cause and/or replaced, at any time, by resolution adopted by the General Meeting. The Board is responsible for the performance of the overall investment policy and objectives, management and administration of the Company. The Directors are entitled to receive remuneration in accordance with usual market practice. 2.2 Independent Supervisory Committee (b) The Directors have appointed an independent supervisory committee (the Independent Supervisory Committee) that will be responsible for the supervision of the activities of the Company which are delegated to third party service providers. The Independent Supervisory Committee will in particular ensure that the actions of the Board, the Investment Manager(s) and Investment Adviser(s) (if any) comply with Luxembourg Law, the Articles and this Memorandum. The Independent Supervisory Committee will consist of two members as follows: Mr. Benoît Andrianne, Independent Director, AB Fund Services; Mr. Daniel Van Hove, Independent Director, Bellatrix Investments. (c) Each of the members of the Independent Supervisory Committee possesses a strong experience in alternative management and has at least 5 years experience in the management of alternative investments and/or UCIs that invest in alternative investments. 2.3 Advisory Board Investment Committee (b) The Board may establish advisory, investment or experts committees or advisory boards and delegate to such committees or board full authority to act for the account of the Company in all matters concerned with the daily management and affairs of the Company in respect of one or more Sub-fund(s) or to act in a purely advisory capacity to the Company in respect of one or more Sub-fund(s). The composition, functions, duties, remuneration (if any) and powers of any such committee or board will be set out in the relevant Special Section. 2.4 Investment Manager(s) Investment Adviser(s) The Company may appoint such investment managers or investment advisers, having a thorough experience in alternative management as further detailed in the Special Section for each Sub-funds, and delegate to such entities full authority to act on behalf of the Company in all matters concerned with the daily management and affairs of the Company in respect of one or more Sub-fund(s) or to act in a purely advisory capacity to the Company in respect of one or more Sub-fund(s) as it deems necessary in relation to the management of the assets of a Sub-fund, as is stipulated in the relevant Special Section LU:

19 (b) The remuneration to which the relevant Investment Manager(s) or Investment Adviser(s) is(are) entitled will be as set out in the relevant Special Section. Unless otherwise provided for a particular Sub-fund in the relevant Special Section, the fees payable to any Investment Manager(s) or Investment Adviser(s) will be borne by the relevant Sub-fund. 2.5 Custodian and Paying Agent (b) (c) BNP Paribas Securities Services, Luxembourg Branch (the Custodian and Paying Agent) has been appointed (i) as custodian of the assets, including the securities and cash, of the Company and (ii) as paying agent of the Company which will carry out the payment of distributions, if any, and the payment of the redemption price by the Company. The Company's assets will be held directly or through correspondents, nominees, agents or delegates of the Custodian and Paying Agent. The Custodian and Paying Agent is a bank organised as a limited company under French laws and a wholly owned subsidiary of BNP Paribas. As of 31 December 2007, its tangible equity amounts to over EUR165 million. BNP Paribas Securities Services, Luxembourg Branch was created on 22 April 2002 and its office address is at 33, rue de Gasperich, Howald-Hesperange, L-2085 Luxembourg. The Custodian and Paying Agent shall further, in accordance with the 2002 Act: ensure that the sale, issue, redemption and cancellation of Shares effected by the Company or on its behalf are carried out in accordance with the law and the Articles; ensure that in transactions involving the assets of the Company, any consideration is remitted to it within the customary settlement dates; and ensure that the income of the Company is applied in accordance with the Articles. (d) The Custodian and Paying Agent may entrust all or part of the assets of the Company, in particular, securities traded abroad or listed on a foreign stock exchange or admitted to a clearing system to such clearing system or to such corresponding banks as may be determined by the Custodian and Paying Agent from time to time. The Custodian and Paying Agent's liability shall not be affected by the fact that it has entrusted all or part of the assets in its care to a third party. The rights and duties of the Custodian and Paying Agent are governed by an agreement (the Global Custody Agreement) which provides for the appointment to continue for an unlimited term. The Company and the Custodian and Paying Agent may terminate the Global Custody Agreement upon ninety (90) days' prior written notice given by one party to the other. The Global Custody Agreement may be immediately terminated by the Company and the Custodian and Paying Agent in the case of a breach by either party of any of its obligations thereunder or in the case where the other party becomes the subject of voluntary liquidation proceedings, recovery or bankruptcy proceedings, the administrative or legal granting of a moratorium, or arrangement with creditors, the nomination of a legal or ad hoc administrator, or any other equivalent proceedings. The Company shall, in the event of such termination, see to the replacement of the Custodian and Paying Agent at the date on which the Global Custody Agreement will be terminated. Pending such replacement which shall by the latest take place within a two months' period, the Custodian and Paying Agent shall take all necessary steps for the good preservation of the interests of the Shareholders LU:

20 (e) The fees and costs of the Custodian and Paying Agent are met by the Company and are conform to common practice in Luxembourg. 2.6 Administrative Agent (b) (c) BNP Paribas Securities Services, Luxembourg Branch is the administrative agent, registrar and transfer agent and corporate agent (the Administrative Agent) of the Company and shall be responsible for the performance of the central administrative functions required by Luxembourg Law, the calculation of the NAV of the Shares, the processing issues, repurchases and transfers of Shares, the safe keeping of the register of Shareholders and the maintenance of the Company's accounting records. The relationship between the Company and the Administrative Agent is subject to the terms of an administrative agency agreement and a registrar and transfer agency agreement entered into between the Administrative Agent and the Company for an unlimited period of time (respectively, the Administrative Agency Agreement and the Registrar and Transfer Agency Agreement). The Company and the Administrative Agent may terminate these agreements upon ninety (90) days prior written notice given by one party to the other. The fees and costs of the Administrative Agent for the above functions are met by the Company and are conform to common practice in Luxembourg. 2.7 Auditor Deloitte S.A. shall be appointed as the Company's auditor and shall fulfil all duties prescribed by the 2002 Act. 2.8 Distributors and Nominees (b) (c) (d) The Company may appoint Distributors to distribute Shares of different Sub-funds from time to time. The Distributor may appoint one or more sub-distributors. Distributors may offer to enter into arrangements with investors to provide nominee services in relation to the Shares or to arrange for third party nominee service providers to provide such nominee services to the underlying investors. All Distributors and nominee service providers must be (i) professionals of the financial sector of a Financial Action Task Force (FATF) member country which are subject under their local regulations to anti money laundering rules equivalent to those required by Luxembourg law or (ii) professionals established in a non-fatf member State provided they are a subsidiary of a professional of the financial sector of a FATF member State and they are obliged to follow anti money laundering and terrorism financing rules equivalent to those required by Luxembourg law because of internal group policies. Whilst and to the extent that such arrangements subsist, such underlying investors will not appear in the Register and will have no direct right of recourse against the Company. Any Distributors or nominee service providers holding their Shares through Euroclear or Clearstream or any other relevant clearing system as an accountholder also will not be recognised as the registered Shareholder in the Register. The relevant nominee of Euroclear or Clearstream or the other relevant clearing system will be recognised as the registered Shareholder in the Register in such event, and in turn would hold the Shares for the benefit of the relevant accountholders in accordance with the relevant arrangements LU: