Offering Memorandum: Sustainability Finance Real Economies SICAV-SIF

Sustainability • Finance • Real economies SICAV-SIF
Public limited liability company (société anonyme) qualifying as
investment company with variable capital – specialised investment fund
(société d’investissement à capital variable – fonds d’investissement spécialisé)
under the laws of the Grand Duchy of Luxembourg
Offering Memorandum
August 2018
Table of Contents
General section 17
1. Executive summary 17
2. Market environment and opportunity / context for sfre 18
3. Investment objective 20
4. Structure 20
4.1 General 20
4.2 Compartments 20
4.3 Share Capital 20
4.4 Acceptance of Documents 21
4.5 Structure Chart 22
4.6 Governance 23
4.7 Duration and Termination 26
4.8 Amendments to Documents 26
4.9 Accounting 27
4.10 Valuation and NAV Calculation 27
4.11 Fees and Expenses 28
4.12 Indemnification 29
4.13 Distributions 30
4.14 Reporting 31
4.15 Prevention of Money Laundering and Data Protection 31
4.16 Specific Information for Tax Purposes 32
5. Mission shareholder 33
5.1 The GABV 33

5.2 Principles of Sustainable Banking 33
6. AIFM 34
6.1 Description 34
6.2 Key Staff 35
6.3 Track Record 35
6.4 Responsibilities 36
6.5 Removal 37
7. Related parties 37
7.1 Placement Agent 37

7.2 Depositary Bank and Paying Agent 37
7.3 Administration Agent 39
7.4 Domiciliary and Corporate Agent 40
7.5 Auditor 40
2 | Offering memorandum August 2018

8. Tax considerations 40
8.1 Luxembourg Investment Company with Variable Capital 40

8.2 Shareholders of a Luxembourg SICAV 41
8.3 Common Reporting Standard 41
9. U.S. Regulatory and tax matters 41
9.1 In General 41
9.2 Taxation of SFRE 42
9.3 Non-U.S. Shareholders 42
9.4 U.S. Tax-Exempt Shareholders 43
9.5 U.S. Taxable Shareholders 43
9.6 Certain Reporting Requirements for U.S. Shareholders 44
9.7 Information Reporting and Backup Withholding 45
9.8 Foreign Account Tax Compliance 45
10. Risk factors and regulatory disclosures 46
10.1 Risk Factors 46

10.2 Regulatory Disclosures 53
11. Restrictions on solicitations and resale 54
Special section 55
Sustainability – Finance – Real Economies SICAV-SIF – 1/2014 56

1. Investments 56
1.1 Value Proposition 56

1.2 Investment Strategy 56
1.3 Investment Scorecard 57
1.4 Investment Criteria and Investment Restrictions 57
1.5 Borrowings 58
1.6 Liquidity Reserve 59
1.7 Pipeline 59
1.8 Co-Investments by Shareholders 59
2. Investment Process 59
2.1 Investment Scorecard 59

2.2 Deal Sourcing 60
2.3 Investment Process 60
2.4 Portfolio Construction / Diversification 61
2.5 Monitoring of Investments 61
2.6 Portfolio Divestments 61
2.7 Liquidity Management 61
3. Compartment specific AIFM considerations 62
3.1 Charges and Expenses 62

4. Placement Agent 62
5. Investment Committee 62
5.1 Overview 62
5.2 Composition 63
5.3 Meetings 63
5.4 Powers 63
6. Advisory Committee 64
6.1 Overview 64
6.2 Composition 64
6.3 Meetings 64
6.4 Role 65
7. Periodicity of NAV calculation 65
8. Subscription 65
8.1 Reference Currency 65

8.2 Share Classes 65
8.3 Minimum Investment 65
8.4 Subscription Process 66
9. Redemption 66
9.1 Redemption at Shareholder Request 66

9.2 Limits on and Suspension of Redemptions 67
9.3 Compulsory Redemption 67
9.4 Mission Share 68
10. Transfer 68
11. Distributions 68
12. Duration and Liquidation 69
13. Certain ERISA and other considerations 69
13.1 General Fiduciary Rules 69

13.2 Plan Assets 70

Disclaimer Country specific information and
disclaimer
Sustainability – Finance – Real Economies SICAV-SIF (SFRE)
is reserved for Eligible Investors that have made their own
assessment of the conditions of their participation in SFRE This Offering Memorandum may, in certain jurisdictions, be
on the basis of the Offering Memorandum and the Articles. supplemented with separate country-specific information
Accordingly, it is the responsibility of participating investors, and disclaimers. Investors in such jurisdictions should, in
especially those that may hold a minority interest in SFRE, addition to the content of the Offering Memorandum,
to determine whether their rights and obligations as carefully consider such specific information and disclaimers,
shareholders are suitable for them. if any, before subscribing for Shares. In particular, the
attention of the investors is drawn to the risk warnings
Only those particular representations and warranties, if any, contained in this Offering Memorandum (including any
which are made in the Offering Memorandum, subject to schedules thereto) and the investor confirms that he
such limitations and restrictions as may be agreed, shall have understands and agrees to bear the risk referred to therein.
any legal effect.
The Offering Memorandum does not purport to be all-in-

clusive or to contain all the information that a prospective
investor may desire in evaluating SFRE. Prospective investors
should conduct their own investigation and analysis of the
business, data and property described herein, and should
also inform themselves about and observe any legal and/or
regulatory requirements which may be applicable to their
proposed investment. Any person interested in subscribing
for Shares in SFRE is recommended to seek its own legal,
regulatory, tax, accounting and financial advice.
No person has been authorised to give any information

other than that contained in the Offering Memorandum, or
to make any representation in connection with the Shares
other than the representations described in the Offering
Memorandum, and, if given or made, such other information
or representations must not be relied upon as having been
authorised by SFRE.
Nothing contained within the Offering Memorandum is or

should be relied upon as a promise or representation as to
the future.
The investment in Shares described in the Offering

Memorandum involves a certain degree of risk. Each
prospective investor should proceed on the assumption that
it must bear the economic risk of investment in SFRE for an
indefinite period and be able to withstand a total loss of its
investment.
Capitalised terms, if not otherwise defined in the Offering

Memorandum, will have the meanings given to them in the
Articles.

Notice to recipients in Australia Notice to recipients in Canada
The offer of the Shares made by way of this Offering Restricted Offering of Eligible Foreign Securities
Memorandum is made in circumstances under which no
disclosure is required under Chapter 6D or Chapter 7 (as the This Offering Memorandum constitutes an offering of the
case may be) of the Corporations Act 2001 (Cth) (Australian securities described herein only in those jurisdictions and
Corporations Act). Nothing in this Offering Memorandum to those persons where and to whom they may be lawfully
purports to be an offer to a person to whom disclosure offered for sale, and therein only by persons permitted to sell
would be required under Chapter 6D or Chapter 7 of the such securities. This Offering Memorandum is not, and under
Australian Corporations Act. In addition, SFRE is not a no circumstances is to be construed as, an advertisement or
registered scheme, as defined in the Australian Corporations a public offering of the securities described herein in Canada.
Act, and this Offering Memorandum will not be lodged with No securities commission or similar authority in Canada
the Australian Securities and Investments Commission. has reviewed or in any way passed upon this document
or the merits of the securities described herein, and any
Nothing contained in this Offering Memorandum constitutes representation to the contrary is an offence.
investment, legal, business, tax or other advice. In particular,
the information in this Offering Memorandum does not take SFRE was formed under the laws of Luxembourg, is not a
into account your investment objectives, financial situation reporting issuer in any jurisdiction in Canada, has its head
or particular needs. In making an investment decision, you office outside of Canada and all of its executive officers and
must rely on your own examination of the Shares and terms directors are ordinarily resident outside of Canada. The distri-
of the offering, including the merits and risks involved, with bution of Shares is being made primarily outside Canada and
the assistance of your professional adviser. is being made in Canada only on a private placement basis
to residents of British Columbia, Saskatchewan and Manitoba
(the Canadian Jurisdictions).
Prospectus and Registration Exemptions
SFRE is distributing the Shares in reliance on section 2.3 (the

Accredited Investor Exemption) of National Instrument
45-106 Prospectus Exemptions, of the Canadian Securities
Administrators (NI 45-106) and section 8.18 (the Interna-
tional Dealer Exemption) of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations, of the Canadian Securities Administrators (NI
31-103). Accordingly, the distribution of Shares is exempt
from the requirements in the Canadian Jurisdictions that
SFRE prepare, file and obtain a receipt for a prospectus from,
and that Enclude Capital Advisory UK Limited (the Dealer) be
registered with, the relevant securities regulatory authorities.
Limited Disclosure
The offering of Shares in Canada is being made solely by this

Offering Memorandum and any decision to purchase Shares
should be based solely on the information contained in this
Offering Memorandum. This Offering Memorandum does
not contain all of the information that would be available to
a prospective purchaser that a prospectus would provide.
No person has been authorised to give any information or
to make any representations concerning the offering other
than those contained in this Offering Memorandum. Any
forward-looking information included or incorporated by
reference herein may not be accompanied by the disclosure

and explanations that would be required of a Canadian which it is relying on the International Dealer Exemption are
issuer under Canadian securities legislation. as set out below:
Purchasers’ Deemed Representations, Acknowl- British Columbia

edgements and Covenants Borden Ladner Gervais LLP
1200 Waterfront Centre, 200 Burrard Street
By virtue of placing an order to purchase or subscribing Vancouver, British Columbia V7X 1T2
for Shares, each purchaser in the Canadian Jurisdictions Attention: Jason Brooks
will be deemed to represent and acknowledge to SFRE
and the Dealer that such purchaser: (a) is (i) an “accredited Saskatchewan
investor” as defined in section 1.1 of NI 45-106 (other than MLT Aikins LLP
an individual or a person described in paragraph (m) of such 1500 Hill Center I, 1874 Scarth Street
definition that was created or is used solely to purchase or Regina, Saskatchewan S4P 4E9
hold securities as an accredited investor), and (ii) a “permitted Attention: Aaron Runge
client” as defined in section 1.1 of NI 31-103; (b) is purchasing
Shares as principal for investment purposes and not with Manitoba
a view to re-sale or further distribution, is resident in a MLT Aikins LLP
Canadian Jurisdiction and is not a U.S. person as defined 360 Main Street, 30th Floor
in Rule 902 of Regulation S under the U.S. Securities Act of Winnipeg, Manitoba R3C 4G1
1933; and (c) has been notified by the Dealer through whom Attention: Richard L. Yaffe
it is placing such order or subscribing of all of the matters
referred to in section 8.18(4)(b) of NI 31-103. Such purchaser Personal Information Consent
will be deemed to covenant in favour of SFRE, the AIFM and
the Dealer to provide all information reasonably requested Each purchaser in a Canadian Jurisdiction, by placing an
by SFRE, the AIFM and the Dealer to assist SFRE and the order to purchase Shares:
Dealer to determine that the purchaser is an “accredited
investor” and a “permitted client”, and the categories within (a) will be deemed to have represented to SFRE, the AIFM
the definitions of such terms that the purchaser meets. and the Dealer that such purchaser has been notified by
SFRE: (i) that SFRE is required to deliver to the securities
SFRE and the Dealer are relying on the foregoing regulators in the Canadian Jurisdictions, being the British
representations and acknowledgements as the basis for Columbia Securities Commission, the Financial and
the availability of the Accredited Investor Exemption from Consumer Affairs Authority of Saskatchewan and The
the prospectus requirement and the International Dealer Manitoba Securities Commission (the Regulators), certain
Exemption from the registration requirement referred to personal information (personal information) pertaining to
above. the purchaser as required to be disclosed in Schedule 1 and
/ or Schedule 2 attached to Form 45-106F1 (including its
Notice from Dealer name, address, telephone number, the number and price
of Shares purchased, details of the prospectus exemption
The Dealer has its head office and principal place of business relied on and whether it is a registrant), which is required to
outside Canada and is relying on the International Dealer be filed by SFRE under NI 45-106 with the Regulators, and
Exemption in section 8.18 of NI 31-103 from the dealer may become available to the public in accordance with
registration requirement in the Canadian Jurisdictions in the requirements of applicable laws; (ii) that the personal
connection with the distribution of Shares to purchasers information will be delivered to the Regulators in accordance
in the Canadian Jurisdictions. In accordance with section with NI 45-106; (iii) that such personal information is being
8.18(4)(b) of NI 31-103, the Dealer hereby notifies purchasers collected by the Regulators under the authority granted
in the Canadian Jurisdictions that: (a) it is not registered in in securities legislation; (iv) that the personal information
the Canadian Jurisdictions in respect of activities for which is being collected for the purposes of the administration
the International Dealer Exemption is being relied upon; (b) and enforcement of the securities legislation of the
it is resident outside of Canada and not resident in any of Canadian Jurisdictions; and (v) that the public officials of the
the Canadian Jurisdictions; and (c) all or substantially all of Regulators who can answer questions about their indirect
its assets are located outside of Canada. As a result, Canadian collection of the personal information are as follows:
purchasers may have difficulty enforcing their legal rights
against it. The Dealer’s jurisdiction of residence is London, British Columbia Securities Commission
the United Kingdom, and the names and addresses of the P.O. Box 10142, Pacific Centre
agents for service of process in the Canadian Jurisdictions for 701 West Georgia Street

Vancouver, British Columbia V7Y 1L2 No Canadian Taxation Disclosure
Inquiries: 604 899-6854
Toll free in Canada: 1 800 373-6393 Any discussion of taxation and related matters contained
Facsimile: 604 899-6581 in this Offering Memorandum does not address Canadian
Email: FOI-privacy@bcsc.bc.ca tax considerations. Purchasers in Canada should consult
Public official contact regarding indirect collection of with their own legal and tax advisers with respect to the
information: FOI Inquiries tax consequences of an investment in the Shares in their
particular circumstances and with respect to the eligibility of
Financial and Consumer Affairs Authority of the Shares for investment by such purchasers under relevant
Saskatchewan Canadian legislation and regulations.
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2 Statutory Rights in the Event of Misrepresentation
Telephone: (306) 787-5842
Facsimile: (306) 787-5899 Securities legislation in certain provinces or territories of
Public official contact regarding indirect collection of Canada may provide a purchaser with remedies for rescission
information: Director or damages if this Offering Memorandum (including any
amendment hereto) contains a misrepresentation, provided
The Manitoba Securities Commission that the remedies for rescission or damages are exercised
500 - 400 St. Mary Avenue by the purchaser within the time limit prescribed by the
Winnipeg, Manitoba R3C 4K5 securities legislation of the purchaser’s province or territory.
Telephone: 204 945-2561 The purchaser should refer to any applicable provisions
Toll free in Manitoba 1 800 655-5244 of the securities legislation of the purchaser’s province or
Facsimile: 204 945-0330 territory for particulars of these rights or consult with a legal
Public official contact regarding indirect collection of advisor. The rights described herein are in addition to and
information: Director without derogation from any other right the purchaser may
have at law.
and
Neither the delivery of this Offering Memorandum at
(b) will be deemed to have authorised the indirect collection any time nor the acceptance of any subscription for an
of personal information by the Regulators and other investment in SFRE will under any circumstances imply that
securities regulatory authorities, and to have consented to the information contained in this Offering Memorandum
such disclosure of personal information. is correct as at any time after the date of this Offering
Memorandum.
Special Canadian Resale Restrictions
The distribution of Shares in Canada is being made on a

private placement basis. SFRE is not a reporting issuer in
any province or territory in Canada, the Shares are not listed
on any stock exchange in Canada, SFRE does not intend
to become a reporting issuer or to list the Shares on any
stock exchange in Canada and, as noted above, the Shares
are subject to restrictions on transfer contained in the
constituting documents of SFRE. As there is no market for
the Shares in Canada, it may be difficult or even impossible
for a purchaser to sell them. Any resale of Shares must be
made in accordance with applicable securities legislation,
which may require resales to be made: (a) in accordance with
exemptions from registration and prospectus requirements,
including those pertaining to resales outside Canada;
or (b) pursuant to a prior written order or ruling of the
relevant securities regulatory authority; or (c) pursuant to a
prospectus for which a final receipt is issued by the relevant
securities regulatory authority. Purchasers in Canada are
advised to seek legal advice prior to any resale of the Shares.

Information for Investors in the EEA Notice to recipients in the United
(other than Luxembourg) States
When marketing Shares in any territory of the EEA (other The Shares offered hereby have not been approved or
than Luxembourg) to professional investors that are disapproved by any securities regulatory authority of any
domiciled or have a registered office in the EEA, the AIFM State in the United States or by the United States Securities
intends to utilise the marketing passport made available and Exchange Commission (the SEC), nor has any authority
under the provisions of the AIFM Directive. Shares of the or commission passed on the accuracy or adequacy of this
Fund may only be marketed pursuant to such passport Offering Memorandum. Any representation to the contrary is
and only to professional investors (as defined in the AIFM a criminal offense.
Directive) in those territories of the EEA in respect of which
the passport has been obtained. The Shares have not been and will not be registered under
the laws of any jurisdiction, including in the United States
under the U.S. Securities Act of 1933, as amended (the
Securities Act), or any state securities laws or the laws of
any other jurisdiction. The Shares will be offered and sold
outside of the United States in accordance with Regulation S
under the Securities Act. The Shares will be sold in the United
States and to U.S. Persons (as defined, for the purposes of
this section, in Rule 902 of Regulation S promulgated under
the Securities Act) in reliance on the exemption provided
by Section 4(a)(2) of the Securities Act and Regulation D
promulgated thereunder. The Shares will be offered and
sold for investment purposes only in the United States to
U.S. Persons on a limited basis and subject to the condition
that such purchasers make certain representations to SFRE
which are intended to satisfy the requirements imposed
by U.S. law on SFRE, which require that any U.S. Person that
is offered and sold the Shares meets certain sophistication
requirements and that SFRE not engage in a public offering
of its Shares in the United States.
SFRE has not been and will not be registered as an

investment company under the U.S. Investment Company
Act of 1940, as amended (the 1940 Act), in reliance on one
or more exclusions or exemptions therefrom. Therefore,
SFRE will not be subject to the provisions of the 1940 Act
designed to protect investment company shareholders.
SFRE does not intend to register as an investment company
in reliance on Section 3(c)(7) of the 1940 Act (or if such
exclusion is not available, one or more other exclusions
or exemptions), and will offer and sell the Shares only to
U.S. Persons who are (i) “accredited investors” within the
meaning of Rule 501(a) of Regulation D under the Securities
Act and (ii) “qualified purchasers” as the term is defined
under Section 2(a)(51) of the 1940 Act and Rule 2a51-1
thereunder. Each prospective U.S. investor will be required
to make representations as to the foregoing and, among
other things, to represent that it is purchasing its Shares
for its own account for investment purposes and not for
resale or distribution. To ensure that these requirements are
maintained, SFRE may compulsorily redeem Shares owned
by U.S. Persons.

The Shares are subject to restrictions on transferability or state securities commission or regulatory authority.
and resale and may not be transferred or resold except Furthermore, the foregoing authorities have not confirmed
as permitted under the Securities Act and any applicable the accuracy or determined the adequacy of this Offering
state, foreign and other securities laws, pursuant to Memorandum or any other information provided or made
registration or exemption therefrom and only if the transfer available to investors. Any representation to the contrary is a
otherwise complies with the transfer restrictions and other criminal offense.
requirements contained in this Offering Memorandum. The
transferability of Shares will be further restricted by the terms The Shares are subject to restrictions on transferability and
of SFRE. Prospective investors should be aware that they may resale and may not be transferred to or resold except as
be required to bear the financial risks of any investment in permitted (i) under the Securities Act and the applicable
SFRE for an indefinite period of time. Any re-offer or resale state securities laws, pursuant to registration or exemption
of any of the Shares in the United States or to U.S. Persons therefrom and (ii) by the terms and conditions of this
may constitute a violation of U.S. law. In the absence of such Offering Memorandum. Investors should be aware that they
exemption or transaction, each applicant for Shares will be may be required to bear the financial risks of this investment
required to certify that it is not a U.S. Person. for an indefinite period of time.
Neither the AIFM nor any Portfolio Manager (unless

otherwise indicated in the Special Section) are registered
with the SEC pursuant to the Investment Advisers Act of
1940, as amended (the Advisers Act).
Securities Act and “Blue Sky” Matters
The offering of Shares to U.S. Persons is intended to

constitute a private placement under Regulation D under
the Securities Act. Accordingly, Shares will not be registered
under the Securities Act and, as a result, will be subject to
restrictions on transfer thereunder. Shares will be offered and
sold only to U.S. Persons who are “accredited investors” as
defined in Rule 501(a) of Regulation D under the Securities
Act. In addition, under Section 18(a) of the Securities Act
and/or exemptions under various state securities or “blue
sky” laws available in connection with the offer and sale of
securities to sophisticated investors, the Shares will not be
registered under state securities laws.
Restrictions in Certain Jurisdictions in the United States
United States – Florida

The Florida Securities Act provides, where sales are made to
five or more persons in Florida, that any sale made pursuant
to subsection 517.061(11) of the Florida Securities Act shall
be voidable by such Florida purchaser either within three
days after the first tender of consideration is made by such
purchaser to the issuer, an agent of the issuer, or an escrow
agent, or within three days after the availability of that
privilege is communicated to such purchaser, whichever
occurs later.
Investors in Other U.S. States
In making any investment decision, investors must rely on

their own examination of SFRE and the terms of the offering,
including the merits and risks involved. The Shares have not
been recommended by, or registered with, any U.S. Federal

Directory Auditor
PricewaterhouseCoopers, Société Coopérative
2, rue Gerhard Mercator
Fund L-2182 Luxembourg
Sustainability – Finance – Real Economies SICAV-SIF Grand Duchy of Luxembourg
11-13, Boulevard de la Foire
L-1528 Luxembourg
Grand Duchy of Luxembourg
Board of Directors of SFRE

(i) Vincent Siciliano (Chairman of the Board and proposed
by the Mission Shareholder)
(ii) Paul Christensen
(iii) Angelica Ortiz de Haas
(iv) Garry Pieters
Alternative Investment Fund Manager and Distributor

Triodos Investment Management B.V.
Registered office:
Nieuweroordweg 1
3704 EC Zeist
The Netherlands
Postal address:
P.O. Box 55
3700 AB Zeist
The Netherlands
Board of Directors of the Alternative Investment Fund

Manager
(i) Marilou van Golstein Brouwers (Chair of the Board)
(ii) Dick van Ommeren
(iii) Jacco Minnaar
(iv) Kor Bosscher
Depositary, Administrator as well as Domiciliation and

Corporate Agent
RBC Investor Services Bank S.A.
14, Porte de France
L-4360 Esch-sur-Alzette
Placement Agent for the Select Jurisdictions
Enclude Capital Advisory UK Limited
16 Great Chapel Street
London W1F 8FL
UK
Legal Advisor as to Luxembourg Law

Clifford Chance
10, boulevard G.D. Charlotte
L-1330 Luxembourg

Definitions Alternative Investment Fund or AIF means an alternative
investment fund within the meaning of the AIFM Law.
Capitalised terms in the Offering Memorandum shall have Alternative Investment Fund Manager or AIFM means
the meanings given to them in the below definitions. Triodos Investment Management B.V., a limited liability
Definitions used solely in the Special Section are embedded company incorporated on 12 December 2000 and existing
in the relevant section of the Special Section. under the laws of the Netherlands, authorised and
supervised by the Netherlands Authority for the Financial
1940 Act means the U.S. Investment Company Act of 1940, Markets, the Dutch authority (or its successor) in charge of
as amended, and the rules and regulations promulgated the supervision of the conduct of the financial markets in
thereunder. the Netherlands, qualifying as an alternative investment fund
manager within the meaning of the AIFM Law and acting in
Accounting Currency means the US Dollar. such capacity for SFRE.
Administration Agency Agreement shall have the meaning Articles means the articles of incorporation of SFRE.
ascribed to it in section 7.3 of the General Section.
Auditor means PricewaterhouseCoopers, Société Coopérative,
Administrator means RBC Investor Services Bank S.A., in in its capacity as auditor of SFRE and qualifying as an
its capacity as central administration agent, registrar and independent auditor (réviseur d’entreprises agréé), or such
transfer agent, or such other entity that may subsequently be other entity that may subsequently be appointed in such
appointed in such capacity. capacity.
Advisers Act means the U.S. Investment Advisers Act of 1940, Benefit Plan Investor means any (i) employee benefit plan
as amended, and the rules and regulations promulgated as defined in section 3(3) of ERISA that is subject to Title I of
thereunder. ERISA, (ii) plan as defined in and subject to Section 4975 of
the Code and (iii) entity whose underlying assets are deemed
Advisory Committee shall have the meaning ascribed to it in to include plan assets by reason of such an employee benefit
section 4.6.4 of the General Section. plan’s or plan’s investment in such entity for the purpose
of the Plan Asset Regulation or otherwise for purposes of
Affiliate means, in relation to any Person, any Person directly Section 406 of ERISA or Section 4975 of the Code.
or indirectly controlling, controlled by, or under control with,
such Person. Board means the board of directors of SFRE.
AIFM Agreement means the agreement entered into Business Day means a day on which the banks are open for
between SFRE and the AIFM whereby SFRE appoints the business for the full day in Luxembourg (excluding Saturdays,
AIFM to act as SFRE’s alternative investment fund manager in Sundays and public holidays).
accordance with the provisions of the AIFM Law to perform
certain management functions, including, but not limited to, Circular 07/309 means the CSSF circular 07/309 of 3
portfolio management and risk management. August 2007 relating to the risk-spreading in the context of
specialised investment funds, as amended or replaced from
AIFM Directive means the European directive 2011/61/EU of time to time.
the European Parliament and of the Counsel of 8 June 2011
on alternative investment fund managers and amending Class means any class of Shares that may be available
directive 2003/41/EC and 2009/65/EC and regulations (EC) within any single Compartment, the assets of which shall be
No1060/2009 and (EU) No 1095/2010. commonly invested, but which may carry different features.
AIFM Law means Dutch Act on Financial Supervision (Wet Closing means a date determined by the Board on
financieel toezicht or Wft). which Commitment Agreements and/or Subscription
Forms in relation to the issuance of Shares in the relevant
AIFM Regulation means the Commission Delegated Compartment may be accepted by the Board.
Regulation (EU) No 231/2013 of 19 December 2012 supple-
menting Directive 2011/61/EU of the European Parliament Code means the US Internal Revenue Code of 1986, as
and of the Council with regard to exemptions, general amended.
operating conditions, depositaries, leverage, transparency
and supervision.

Commitment means the maximum amount of capital Drawdown means, in respect of a particular Compartment,
committed by an Investor to subscribe for Shares in the the drawing of all or part of the Commitments by the Board
relevant Compartment (whether for a consideration in kind pursuant to the terms of a Funding Notice.
or in cash), which an Investor has undertaken towards SFRE
pursuant to the terms of a Commitment Agreement. EEA means the European Economic Area.
Commitment Agreement means, if applicable in respect of Eligible Investor means any Person, which is not a Prohibited
a Compartment, the commitment agreement for Shares that Person and (A) qualifies as a Well-Informed Investor; (B) in the
an investor executes and pursuant to which such investor is case of a Person located in the EEA qualifies as a professional
admitted to SFRE and adheres to the terms of SFRE. investor in accordance with Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on
Commitment Period means the period during which markets in financial instruments; and (C) in the case of a U.S.
Commitments may be drawn down by the Board as Person is (i) accredited investor as defined in Rule 501(a)
determined for each Compartment, if applicable, in the under Regulation D of the Securities Act and (ii) qualified
Special Section. purchaser as defined in Section 2(a)(51) of the 1940 Act and
Rule 2a51-1 thereunder.
Compartment means any compartment of SFRE. Where the
context so requires, the term ‘Compartment’ shall mean the ERISA means the US Employee Retirement Income Security
Board or the AIFM, as the case may be, acting on behalf of a Act of 1974, as amended.
particular Compartment.
Financial Stability Board means the organisation established
Controlling Person means a person (other than a Benefit in April 2009 to coordinate at the international level the work
Plan Investor) that has discretionary authority or control with of national financial authorities and international standard
respect to the assets of an entity or that provides investment setting bodies and to develop and promote the implemen-
advice for a fee (direct or indirect) with respect to such assets tation of effective regulatory, supervisory and other financial
(or any affiliate of any such person). sector policies, bringing together national authorities
responsible for financial stability in significant international
CSSF means the Luxembourg supervisory authority for the financial centres, international financial institutions,
financial sector, the Commission de Surveillance du Secteur sector-specific international groupings of regulators and
Financier, or any successor authority from time to time. supervisors, and committees of central bank experts.
Defaulting Investor means an Investor declared as such by First Compartment means Sustainability – Finance – Real
the Board in accordance with the Special Section and its Economies SICAV-SIF – 1/2014, the first Compartment of
Commitment Agreement. SFRE.
Depositary means RBC Investor Services Bank S.A., in its Funding Notice means, in respect of a particular
capacity as such, or such other credit institution within the Compartment, a notice whereby the Board informs the
meaning of the Luxembourg law of 5 April 1993 relating to relevant Investors of a Drawdown and requests such relevant
the financial sector, as amended from time to time, that may Investors to pay to the Compartment a portion of their
subsequently be appointed as depositary of SFRE. Uncalled Commitments against issue of Shares.
Depositary Bank and Paying Agent Agreement shall have GABV means the Global Alliance for Banking on Values, a
the meaning ascribed to it in section 7.2 of the General Dutch stichting (foundation) established as of 17 December
Section. 2009.
Director means any member of the Board. GABV Board has the meaning ascribed to it in section 5.1 of
the General Section.
Domiciliary and Corporate Agency Agreement shall have
the meaning ascribed to it in section 7.4 of the General General Section means the general section of the Offering
Section. Memorandum, setting out the general characteristics of
SFRE, to the extent the Special Section does not derogate
Domiciliation Agent means RBC Investor Services Bank S.A. thereto.
in its capacity as domiciliation and corporate agent of SFRE.

GSIFI or Global Systemically Important Financial Institution Offering Memorandum means the present offering
means a global systemically important financial institution as memorandum of SFRE, as amended or supplemented from
defined by the Financial Stability Board. time to time.
IFRS means the International Financial Reporting Standards Organisational Expenses are the expenses described in
issued by the International Accounting Standards Board, as section 4.11.1 of the General Section.
the same may be amended from time to time.
Person means any individual, corporation, limited liability
Indemnified Parties has the meaning ascribed to it in company, trust, partnership, estate, unincorporated
section 4.12 of the General Section. association or other legal entity.
Initial Closing means the first Closing as determined by the Placement Agent means Enclude Capital Advisory UK
Board in respect of a particular Compartment, on which Limited, in its capacity as placement agent of SFRE for the
Commitment Agreements and/or Subscription Forms have Select Jurisdictions or such other select investors as agreed
been accepted by the Board. with SFRE, or such other Person that may be appointed as
placement agent of SFRE for the Select Jurisdictions.
Investee SFI means an SFI in which SFRE is invested.
Plan Assets Regulation means 2510.3-101 of the United
Investment Committee shall have the meaning ascribed to States Department of Labor Regulations (29 CFR 2510.3-101)
in section 4.6.3 of the General Section. as modified by Section 3(42) of ERISA.
Investment Scorecard means the sustainable banking Portfolio Manager means any Person to which the AIFM
scorecard that has been developed by the GABV to assess has delegated, under its own responsibility and at its own
banking sustainability and by which eligibility of an cost, the portfolio management function for one or more
investment for the First Compartment must be assessed. Compartments.
Investor means an Eligible Investor, whose Commitment Principles of Sustainable Banking are the principles of
Agreement and/or Subscription Form has been accepted sustainable banking as described in section 5.2 of the
by the Board and such term includes, where appropriate a General Section.
Shareholder; for the sake of clarity, an Investor who has not
yet been subject to a Drawdown is not yet a Shareholder. Prohibited Person means any person, firm, corporation,
limited liability company, trust, partnership, estate or other
Law of 10 August 1915 means the Luxembourg law of 10 corporate body (i) which, in the sole opinion of the Board,
August 1915 relating to commercial companies, as amended the holding of Shares by that person, firm, corporation,
or replaced from time to time. limited liability company, trust, partnership, estate or other
corporate body may be detrimental to the interests of the
Law of 13 February 2007 means the Luxembourg law of 13 existing Shareholders or of SFRE, if it may result in a breach
February 2007 relating to specialised investment funds, as of any law or regulation, whether Luxembourg or otherwise,
amended or replaced from time to time. or if as a result thereof SFRE may become exposed to tax
or other regulatory disadvantages, fines or penalties that it
Law of 12 July 2013 means the Luxembourg law of 12 July would not have otherwise incurred; (ii) which does not meet
2013 relating to alternative investment fund managers, as the definition of Eligible Investor.
the same may be amended from time to time.
Reference Currency means the currency in which the NAV of
LBR means the Luxembourg Registre de Commerce et des each Compartment and/or Class is calculated, as specified in
Sociétés. the Special Section.
Mission Share means the share identified as such in the Registrar and Transfer Agent means RBC Investor Services
Special Section. Bank S.A., in its capacity as registrar and transfer agent, or
such other entity that may subsequently be appointed in
Mission Shareholder means the holder of any Mission such capacity.
Shares issued.
RESA means the central electronic platform of official
NAV means the net asset value, as determined in accordance publication for companies and associations (Recueil
with the Articles. électronique des sociétés et associations).

SEC means the U.S. Securities and Exchange Commission. objective of SFRE as set out in section 3 of the
General Section; and
Securities Act means the U.S. Securities Act of 1933, as (ii) to the extent required under applicable accounting
amended, and the rules and regulations promulgated rules and regulations, such subsidiary is consolidated
thereunder. in the annual accounts of SFRE;
Select Jurisdictions means the U.S.A. and Canada and such any of the above mentioned local or foreign companies,
other jurisdictions that may be added from time to time in partnerships or entities shall be deemed to be controlled
accordance with the AIFM Agreement that are excluded from by SFRE if (i) SFRE holds in aggregate, directly or indirectly,
the marketing and distribution services by the AIFM. more than 50% of the voting rights in such entity or
controls more than 50% of the voting rights pursuant to
SFI or Sustainability-focused Financial Institution means an agreement with other shareholders or (ii) the majority
a sustainability-focused financial institution as further managers or board members of such entity are members
described in section 2 of the General Section. of the board of directors of SFRE, the AIFM or the relevant
Portfolio Manager in its capacity as portfolio manager of the
SFRE means Sustainability – Finance – Real Economies relevant Compartment, except to the extent that this is not
SICAV-SIF, a Luxembourg public limited liability company practicable for tax or regulatory reasons or (iii) SFRE has the
(société anonyme) qualifying as an investment company right to appoint or remove a majority of the members of the
with variable capital – specialised investment fund (société managing body of that entity.
d’investissement à capital variable – fonds d’investissement
spécialisé) established under the provisions of the Law of Uncalled Commitments means the portion of a Compart-
13 February 2007, registered with the LBR under company ment’s Commitments that has not been drawn down.
number B 192.267 and having its registered office at 11-13,
boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of United States or U.S. means the United States of America,
Luxembourg. For the purpose of the Offering Memorandum, its territories and possessions, any state of the United States,
“SFRE” shall also mean, where applicable, the Board or the and the District of Columbia.
AIFM acting on behalf of SFRE and, as the case may be, in
relation to a particular Compartment. U.S. Person means a United States citizen or Person resident
or incorporated in the United States, and/or other natural or
Share means a share in the capital of SFRE, including the legal Person the income and/or returns of which, regardless
Mission Share. of origin, are subject to U.S. income tax, as well as a Person
who is considered to be a U.S. person pursuant to Rule 902 of
Shareholder means a holder of one or more Shares, Regulation S of the Securities Act.
including the Mission Shareholder.
Valuation Day means the last Business Day of each calendar
Special Section means the special section of the quarter and/or any other Business Day as the Board
Offering Memorandum setting out the specifics of each may determine in respect of each Class of each relevant
Compartment. Compartment for the purposes of calculating the NAV per
Share.
Subscription Form means, if applicable in respect of a
Compartment, a form signed by an investor by which it Well-Informed Investor means any investor who qualifies as
subscribes for Shares and pursuant to which such investors well-informed investor in accordance with the provisions of
are admitted to SFRE and adhere to the terms of SFRE. article 2 of the Law of 13 February 2007 and in particular:
(a) institutional investors;
Subsequent Closing means any Closing occurring after the (b) professional investors; and
Initial Closing. (c) any other person or entity which fulfils the following
conditions:
Subsidiary means any company, partnership or entity, (i) it declares in writing that it adheres to the status of
(a) which is controlled by SFRE; or well-informed investor and invests a minimum of
(b) in which SFRE holds directly or indirectly more than a EUR 125,000 or the equivalent in another currency in
50% ownership interest of the share capital; and SFRE; or
(c) which in either case meets the following conditions: (ii) it declares in writing that it adheres to the status of
(i) it does not have any principal activity other than well-informed investor and provides an assessment
directly or indirectly the holding of investments made by a credit institution within the meaning
which qualify as such under the investment of Directive 2006/48/EC, by an investment firm

within the meaning of Directive 2004/39/EC, or
by a management company within the meaning
of Directive 2009/65/EC, certifying its expertise,
experience and knowledge in adequately appraising
an investment in SFRE.

General section
This general section of the Offering Memorandum in principle applies to all Compartments set up under SFRE (hereafter
the “General Section”). The specific features of the various Compartments are set forth in the special section of the Offering
Memorandum (hereafter the “Special Section”), which may derogate from the General Section.
1. Executive summary
The Global Alliance for Banking on Values (“GABV”) has initiated the establishment of Sustainability – Finance – Real
Economies SICAV-SIF (“SFRE”), which is dedicated to investing patient capital to support the responsible growth in
number and size of sustainability-focused financial institutions (being institutions with the characteristics as described in
this section and section 2 of the General Section below and defined as “Sustainability-focused Financial Institutions”
or “SFIs”). SFIs are committed to delivering client-centred, long-term financial products and services that provide social,
environmental and sustainable financial returns while also supporting the real economy. Investees of SFRE may be either
GABV members or non-members.
The GABV believes that SFIs not only use responsible banking practices to serve real economies, but that such SFIs can
also combine strong prudential capital ratios with financial returns which are both reasonable for the nature of their
businesses and relatively consistent over time. Many SFIs have demonstrated decades of such performance. In many
cases, moreover, they have increased their activity during the present downturn in certain countries, expanding their
lending to small and growing businesses in particular.
The GABV therefore believes that SFIs provide a distinctive value proposition and that an investment in SFRE provides its
investors with an opportunity to participate in and support this successful and distinctive banking model.
SFRE has been established as an investment company with variable capital – specialised investment fund (“SICAV-SIF”)
with unlimited duration to enable the vehicle to be a long-term investor, partner and supporter of the growth of SFIs.
SFRE has an umbrella structure and may consist of several Compartments with differing investment strategies (such as
use of different investment instruments or different regional focuses) under the same umbrella company – while always
following the overarching objective of supporting SFIs while achieving attractive returns to Shareholders (as defined
below). As a consequence of SFRE being established as an umbrella structure, this Offering Memorandum features a
General Section setting out the general characteristics of SFRE and subsequently a Special Section for each Compartment
setting out the specific characteristics of such Compartment; it being understood that the Special Section may deviate
from the General Section.
The GABV will hold a Mission Share in each Compartment, which provides the GABV with the right to propose one
Director, who has certain approval rights enabling the GABV to protect the purpose of SFRE. Such approval rights include,
amongst others, alterations to an investment strategy, the establishment of a new Compartment, alterations to the
independent member composition of an investment committee or the appointment of a Portfolio Manager.
SFRE is governed by a Board which has the exclusive power to administer and manage SFRE and to determine the
investment strategy, the investment policy and the investment restrictions applicable to SFRE and the Compartments,
as well as the course of conduct of the management and business affairs of SFRE. The Board has appointed the AIFM as
SFRE’s designated alternative investment fund manager to perform the portfolio and risk management functions for SFRE
and each Compartment, provided that some of these functions may be delegated under the responsibility of the AIFM.
This arrangement, in combination with the Mission Share, permits SFRE to be led by a team of experienced professionals
and experts which the GABV believes will allow for SFRE’s affairs to be managed in alignment with the investment
objective and will protect and enhance the integrity of purpose of Investee SFIs while supporting their growth.

2. Market environment and opportunity / context for sfre
The Global Alliance for Banking on Values, whose activities and membership are described in section 5.1 of the General
Section, believes, as initiator of SFRE, that SFIs provide a value proposition which is distinctive, and has established SFRE
with a view to providing an opportunity for pooled investments in SFIs.
SFIs are committed to delivering client-centred, long-term financial products and services that provide social, environ-
mental and sustainable financial returns while also supporting the real economy, i.e. supporting economic activities that
generate goods and services, as opposed to a financial economy concerned predominantly with activities in the financial
markets.
SFIs typically provide a full suite of individual and business financial services including lending and deposits for consumer
and business clients. In respect specifically of finance focused on human needs, typical sectors served by SFIs include (but
are not limited to):
2.1.1 Economic resilience
(a) Lending and deposit products for small and medium sized enterprises and/or individuals (typically
focused on un(der)banked clients as well as entrepreneurs with a strong focus on female borrowers)
(b) Agriculture – rural and agriculture finance, organic farming and food production
(c) Affordable housing – sustainable/eco home and office construction and renovation, social housing (e.g.
elderly, handicapped), housing microfinance
2.1.2 Environmental protection
(a) Green industries – energy efficiency, clean technology, green consumer products, alternative energy,
renewable energy, real estate retrofits, waste and water management
2.1.3 Social empowerment
(a) Educational/cultural activities – schools, theatres, museums

(b) Other – healthcare, social services for excluded populations (e.g. youth, ethnic minorities, immigrants,
etc.)
Committed to providing a broad range of banking services to the real economy over the long-term, SFIs serve a powerful
role as stewards of successful, equitable capitalism.
The GABV believes that SFIs not only use responsible banking practices to serve real economies, but also that such SFIs
can combine strong prudential capital ratios with financial returns which are both reasonable for the nature of their
businesses and relatively consistent over time. Many SFIs have demonstrated decades of such performance. In many
cases, moreover, they have increased their activity during the present downturn in certain countries, expanding their
lending to small and growing businesses in particular.
Evidence of this performance has been described in reports of research undertaken by the GABV since 2011, with the
most recent research report issued in October 20151. This research examined the financial profiles and performance of
SFIs (comprised of GABV member banks) and compared these with those of Global Systemically Important Financial
Institutions as defined by the Financial Stability Board2. The 2015 study covered the period 2005-2015, i.e. a period
involving both a significant expansion in financial activity worldwide and significant financial markets disruptions that
impacted the real economy.
1 Reports are available at www.gabv.org.

2 For more information: www.financialstabilityboard.org.

Extracts from this research are set out in Table 1. These results demonstrate how the historic financial performance and
support to the real economy of the SFIs in the study compare favourably over the period with those of the GSIFIs. In
particular:
(i) The SFIs had a significantly greater balance sheet exposure to customers in both deposits and loans;
(ii) The SFIs had relatively higher and better quality capital through strong levels of equity to total assets;
(iii) The SFIs have had better returns on assets across the whole period, as well as lower volatility (measured by standard
deviation) at all times;
(iv) The SFIs have had better returns on equity during the period since 2010 and much lower volatility at all times; and
(v) The SFIs have had significantly higher levels of growth in loans and deposits.
The historic performance of SFIs in the study thus shows not only strong support for the real economy through
their focus on lending, but also high levels of growth in loans, deposits and total income. These results are striking in
comparison with the GSIFIs where the relative exposure to lending is nearly half of the level of SFIs in recent years.
Furthermore the financial returns for SFIs have been much stronger in recent years suggesting that a focus on the real
economy through lending and deposit taking is a profitable business strategy delivering acceptable and steady returns
over the cycle. It should also be noted that SFIs have consistently operated with higher levels of equity to their asset
bases than GSIFIs.
Table 1: Comparison of SFIs and GSIFIs
2015 2010 2005

SFIs GSIFIs SFIs GSIFIs SFIs GSIFIs
Real Economy
Loans / Assets 76.8% 4.1% 78.1% 39.9% 72.9% 41.4%
Deposits / Assets 81.7% 52.2% 77.0% 47.0% 73.9% 46.5%
Capital Strength
Equity / Assets 8.1% 7.3% 8.1% 6.3% 6.3% 4.9%
Tier 1 Ratio 12.8% 14.0% 12.4% 12.4% 11.6% 8.4%
RWAs / Total Assets 61.6% 44.2% 61.9% 41.5% 53.0% 49.3%
5y (2011-2015) 10y (2006-2015)

SFIs GSIFIs SFIs GSIFIs
Financial Returns and Volatility
Return on Assets 0.64% 0.53% 0.65% 0.53%
Return on Assets - Standard Deviation 0.19% 0.19% 0.26% 0.35%
Return on Equity 8.0% 7.8% 8.3% 8.7%

Return on Equity - Standard Deviation 2.3% 3.3% 4.9% 7.7%
Compound Annual Growth Rates

Loans 11.3% 4.9% 13.9% 6.2%
Deposits 12.4% 5.1% 14.2% 7.5%
Assets 8.9% 1.9% 12.9% 5.2%
Equity 9.3% 5.7% 14.5% 9.8%
Total Income 7.6% 0.5% 10.4% 4.9%
Given the historic growth rates, and the expected future growth, of SFIs which follow the Principles of Sustainable
Banking (as defined in section 5.2 of the General Section), the GABV believes that capital in excess of resources generated
internally by the SFIs will be required to support such growth. The GABV believes that by establishing a source of such
capital through SFRE, it can provide access to:

(i) An attractive value proposition to investors interested in supporting a return to sustainable financing models;
(ii) Reasonable and stable financial returns to such investors; and
(iii) Measurable non-financial returns linked to the Principles of Sustainable Banking, in particular the effects of focusing
on meeting human and real economy needs.
The GABV also believes that by establishing SFRE it can help to protect and enhance the integrity of purpose of Investee
SFIs while supporting their growth.
3. Investment objective
SFRE’s investment objective is to support the growth of SFIs, which operate in conformity with the Principles of
Sustainable Banking, by investing in their capital. SFRE intends to achieve attractive returns from such investments and
other eligible assets under the Law of 13 February 2007, for the benefit of its Shareholders while reducing investment risks
through diversification.
4. Structure
4.1 General
SFRE has been incorporated in the Grand Duchy of Luxembourg on 18 November 2014 and for an unlimited
duration as a public limited liability company (société anonyme) qualifying as an investment company with variable
capital – specialised investment fund (société d’investissement à capital variable – fonds d’investissement spécialisé)
governed by the Law of 13 February 2007. SFRE qualifies as an externally managed AIF under the AIFM Law. The
Articles have been deposited with the LBR under the number B 192.267. According to the Law of 10 August
1915, SFRE shall be managed by the Board. The Board has in its turn appointed the AIFM to perform the portfolio
management and risk management of SFRE, provided that the AIFM may make certain delegations in this respect,
as further set out in section 4.6.2 of the General Section.
Neither the AIFM nor any Portfolio Manager is registered as an investment adviser with the SEC under the Advisers
Act, and accordingly, the protections of such registration and related regulations will not be available to any
Compartment or any Investor.
4.2 Compartments
SFRE is set up with an umbrella structure and may consist of several Compartments. A separate portfolio of assets
is maintained for each Compartment and is invested in accordance with the investment policy and restrictions
applicable to that Compartment. SFRE is a single legal entity. However, vis-à-vis creditors, each Compartment is
solely liable for the debts, commitments and liabilities relating to that Compartment. Between Shareholders, each
Compartment is regarded as being separate from the others.
Each Compartment is more fully detailed hereafter under the Special Section.
The Board may, at any time and in its discretion, decide to create additional Compartments whose investment
policies and restrictions, risk profile, duration (including limited duration) and exit strategies or other features
may differ from those of the Compartments then existing and, in such cases, this Offering Memorandum will be
updated accordingly.
4.3 Share Capital
The minimum share capital of SFRE is the USD equivalent of EUR 1,250,000 and must be reached within 12 months
after the authorisation of SFRE by the CSSF.
Due to the fact that SFRE has a variable capital, the share capital of SFRE is at all times equal to its NAV.

All Shares are issued in uncertificated registered form only and will be fully paid-up upon issue. Each Share entitles
its holder to one vote at any general meeting of Shareholders, in compliance with Luxembourg law and the
Articles.
The Shares have not been, and will not be, registered under the Securities Act, and SFRE has not been, and will not
be, registered under the 1940 Act. The Shares may not be offered or sold, directly or indirectly, to any U.S. Person
(as such term is defined in Rule 902 of Regulation S under the Securities Act), unless such offer or sale would not
trigger the registration of the Shares under the Securities Act or of SFRE under the 1940 Act.
Shares are issued without par value3. One or more different Classes of Shares shall be issued for each
Compartment. The register of the Shareholders is conclusive evidence of ownership of the Shares and SFRE will
treat the registered owner of a Share as the legal owner thereof.
In respect of each Compartment, a Mission Share will be issued to the Mission Shareholder, which is the GABV. The
Mission Shareholder’s aim is to ensure that the general purpose and focus of SFRE as set out herein are preserved.
Accordingly, the Mission Shareholder is given specific rights such as the entitlement to have a minimum of one
Director appointed out of a list proposed by it and the Special Section may, in respect of each Compartment, set
out other specific rights. Other than the Mission Share(s), no Shares carry any preferential or pre-emptive rights.
Upon issue, Shares are entitled to participate equally in the profits and dividends of the Compartment attributable
to the relevant Class, if any, as well as in the liquidation proceeds of the Compartment attributable to the relevant
Class, if any.
SFRE may issue fractions of Shares to the nearest one hundredth of a Share, the relevant Compartment being
entitled to receive the residuals of the adjustment. Fractions of Shares are entitled to participate pro rata in the
distributions and the allocation of the liquidation proceeds, but carry no voting rights.
4.4 Acceptance of Documents
The signing of a Subscription Form or Commitment Agreement by an Investor to subscribe for Shares in SFRE
constitutes the Investor’s acceptance of the terms of the Articles and the Offering Memorandum.
In the event of any inconsistency between the Offering Memorandum and the Articles, the Articles shall prevail.
The Articles may be amended by the general meeting of Shareholders at any time in accordance with Luxembourg
law and the Articles.
3 SFRE is set up as a Luxembourg investment company with variable capital, which is a common legal regime for funds in Luxembourg, and it
implies that SFRE’s capital fluctuates automatically in such a way that it will at all times be equal to the NAV. As per market practice, Shares are
also only issued in fully paid-up form. The consequence of the foregoing is that no par value is given to the Shares, which would be irrelevant.
This is not to be mistaken with the fixed price at which Shares are initially issued.

4.5 Structure Chart
Depository
(Luxembourg)
Shareholders Depositary
(including Mission Shareholder) agreement
Administrator and
Domicilliation
(Luxembourg)
SICAV-SIF Administration
(Luxembourg)
agreement
Board of Directors AIFM

(Netherlands)
AIFM
agreement
Investment
Compartiment 1 Committee
Advisory
Committee
Investments
Legend
Shareholding
Fund Governance / Commitee
Agreement
Fee Flow

4.6 Governance
4.6.1 Board
The Board has the exclusive power to administer and manage SFRE and to determine the investment
strategy, the investment policy and the investment restrictions applicable to SFRE and the Compartments,
as well as the course of conduct of the management and business affairs of SFRE, in compliance with
the Articles and the Offering Memorandum, and any applicable laws and regulations. It is envisaged for
the Board to meet at least quarterly. All powers not expressly reserved by law or by the Articles to the
Shareholders rest with the Board.
As noted in section 4.3 of the General Section above, a minimum of one Director will be appointed out of a
list proposed by the Mission Shareholder.
The Board shall be comprised of four to seven persons. The Board is currently composed of the following
persons:
(i) Vincent Siciliano (proposed by the Mission Shareholder and Chairman)

(ii) Paul Christensen
(iii) Angelica Ortiz de Haas
(iv) Garry Pieters
Although in principle decisions of the Board are taken by a simple majority vote, in case of equality of votes,
the chairman shall have a casting vote. Furthermore, the favourable vote of the Director proposed by the
Mission Shareholder is required in respect of any decisions in relation to:
(i) any alteration to the investment strategy, the investment policy and the investment restrictions of SFRE
or a Compartment, as set out in this Offering Memorandum;
(ii) establishment and/or liquidation of a Compartment;
(iii) proposal (but, for the avoidance of doubt, not approval of ) for voluntary liquidation of SFRE (unless this
is requested by Shareholders holding 10% of the corporate capital);
(iv) Investment Scorecard developments and modifications (where applicable), including for the avoidance
of doubt any changes to the minimum score set in respect of a Compartment;
(v) alterations to the independent member composition of an Investment Committee; and
(vi) the Board’s proposal for the appointment and the removal of the AIFM and a Compartment’s Portfolio
Manager, should the AIFM intend to delegate that function (unless the AIFM decides to remove a
Portfolio Manager with immediate effect in the best interest of Investors).
The Directors’ short biographies are shown below:
Vincent Siciliano, Director. Vincent Siciliano is the President and CEO of New Resource Bank which he leads
in serving values-driven companies and organisations working to achieve wellbeing for our community
and the planet. Mr. Siciliano currently serves on the advisory boards of the American Sustainable
Business Council based in Washington D.C., the Ken Blanchard Center for Faith Walk Leadership, and
the Regeneration Project. He began his banking career in Bank of America’s International Division and
has previously served as president or CEO to a number of San Diego financial institutions. Mr. Siciliano
is a graduate of Stanford University and earned a master’s degree in environmental planning from the
University of California at Berkeley.
Paul Christensen, Director. Professor Christensen is a Clinical Professor of Finance at the Kellogg School
of Management at Northwestern University where he teaches courses in microfinance, financial inclusion
and international business. Professor Christensen joined Kellogg in 2008, served as Associate Dean and
Executive Director for Global Programs from 2011-2014, and currently serves as Associate Dean for Executive
Education. Prior to Kellogg, Mr. Christensen was the President of ShoreCap Management, Ltd., a pioneering
fund manager which invested in development financial institutions in emerging markets throughout

Africa, Asia and Eastern Europe. He remains a limited partner and advisor to Equator Capital Partners, LLC,
a successor fund management company, where he also sits on the investment committee. Earlier in his
career, Mr. Christensen was an Associate and Engagement Manager for the consulting firm, McKinsey
and Company, where he focused on operations performance, organisational effectiveness and strategic
planning for clients in the financial services, manufacturing, petroleum, and electric utility industries. Mr.
Christensen received an MBA with distinction from Cornell University and a Bachelor of Arts, economics,
summa cum laude and Phi Beta Kappa, from Dartmouth College.
Angelica Ortiz de Haas, Director. Ms. Ortiz de Haas has 20 years of experience in the financial sector. She
is Manager Sustainability Development at FMO, the Dutch development bank, where her role is to engage
with internal and external stakeholders on innovation and corporate strategy to transform sustainability
into business opportunities. Ms. Ortiz de Haas started her career in 1994 in Latin America in the banking
and stock brokerage business, out of which 5 years with BBVA. In 2002, she joined FMO where she worked
on project and structured finance transactions in Asia for several years. Thereafter, she joined the FMO
management team to set up FMO’s back and mid-office on the road to obtaining FMO’s banking license.
Angelica received her MBA at Erasmus University from the Rotterdam School of Management in the
Netherlands.
Garry Pieters, Director. Mr. Pieters has over 30 years of experience in the field of finance and asset
management. Early 2010; he joined The Directors’ Office as a Partner and has several mandates as an
independent director and/or conducting officer for a number of Luxembourg funds and management
companies. Prior to this he spent 22 years with ING where he was responsible for business development
of ING’s Fiduciary Pension Services. In 2002 he became the Executive Vice President at an ING asset
management joint-venture in South Korea. Late in 1999 he set up an asset management joint-venture for
ING in Singapore at which he was Chief Executive Officer and Chief Investment Officer. In 1996 he became
the general manager of ING Investment Luxembourg. He began his career (1982) in foreign exchange,
commodities and money-markets trading after which he became a portfolio manager of fixed income and
money market funds at (what is now) ING.
4.6.2 AIFM
Pursuant to the AIFM Agreement, the Board has appointed the AIFM as SFRE’s designated alternative
investment fund manager within the meaning of the AIFM Law, inter alia to perform for SFRE and each
Compartment:
- portfolio management;
- risk management (including liquidity management);
- independent valuation of SFRE;
- marketing and distribution of SFRE globally except for the Select Jurisdictions;
- investor relations of SFRE globally except for the Select Jurisdictions;
- certain general support functions,
provided that some of these functions may however be delegated, under the responsibility of the AIFM, to
a third party. The AIFM Agreement sets out more detail on the delegated functions.
The AIFM will manage SFRE in accordance with the AIFM Agreement, the Offering Memorandum, the
Articles and applicable Dutch and Luxembourg laws and regulations in the exclusive interest of the
Investors. It is empowered, subject to the rules as further set out hereafter, to exercise all the rights attached
directly or indirectly to the assets of SFRE.
The AIFM is not registered as an investment adviser with the SEC under the Advisers Act, and accordingly,
the protections of such registration and related regulations will not be applicable to SFRE or any Investor
with respect to the AIFM. SFRE anticipates that any alternative investment fund manager subsequently
appointed, similarly, will not be registered as an investment adviser pursuant to the Advisers Act.

Any delegation by the AIFM of any of its functions will be performed in compliance with the provisions of
the Law of 13 February 2007 and the AIFM Law.
In order to cover potential liability risks resulting from the AIFM’s activities, the AIFM has its additional own
funds which are appropriate to cover potential liability risks arising from professional negligence.
Other than as otherwise explicitly set out herein, where the AIFM or the directors of the AIFM are referred to
in the Offering Memorandum as taking any action, it shall be understood that the AIFM will be taking action
in its own name and on behalf of SFRE.
4.6.3 Investment Committee
In respect of each Compartment, an investment committee (each an “Investment Committee”) will be

established and its functioning and composition will be set out in the Special Section.
4.6.4 Advisory Committee
In respect of each Compartment, an advisory committee (each an “Advisory Committee”) may be

established and its functioning and composition will be set out in the Special Section.
4.6.5 General Meeting of Shareholders
Any properly constituted meeting of Shareholders of SFRE shall represent the entire body of Shareholders
of SFRE for the purposes of the meeting.
The general meeting of the Shareholders shall be presented with the reports of the Board and the Auditor
for the relevant financial year and will deliberate and decide on the matters which are reserved to it by the
Articles or Luxembourg law, including the following:
(i) appointment and revocation of the Directors and the Auditor;

(ii) approval of the audited annual accounts for the relevant financial year;
(iii) allocation of results and each Compartment’s dividend distributions;
(iv) discharge of the Board with respect to the performance of its duties for the relevant financial year;
(v) amendments to the Articles; and
(vi) liquidation of SFRE.
Items (i) to (iv) including shall require a majority of the votes cast, irrespective of the number of Shares
represented at the meeting. The quorum and majority requirements for other items shall be set out in the
Articles and the Law of 10 August 1915.
The annual general meeting of Shareholders is held at the registered office of SFRE or at any other location
in the Grand Duchy of Luxembourg at a place specified in the notice convening the meeting, on the first
Thursday of June each year (unless such date is not a Business Day, in which case the meeting will take
place on the next Business Day) at 14:00 (Luxembourg time).
Other general meetings of Shareholders may be called by any two Directors, who will do so if requested
by Shareholders holding a minimum of 10% of SFRE’s share capital, and will be held in the Grand Duchy of
Luxembourg at a place specified in the notice convening the meeting.
Notices of all general meetings are sent by registered mail by the Administrator to all Shareholders at their
registered address at least twenty (20) calendar days prior to such meeting. Such notice will indicate the
time and place of such meeting and the conditions of admission thereto, will contain the agenda and will
refer to the requirements of Luxembourg law with regard to the necessary quorum and majorities at such
meeting. To the extent required by Luxembourg law, further notices will be published in the RESA and
in one or more Luxembourg newspapers. If all the Shareholders are present or represented at a general

meeting of the Shareholders and if they state that they have been informed of the agenda of the meeting,
the Shareholders can waive all convening requirements and formalities.
Each Share entitles the holder thereof to one vote and resolutions will be adopted by a simple majority
vote, without there being any quorum requirements unless otherwise set out in the Articles of Incorpo-
ration or the Law of 10 August 1915.
Resolutions of the general meetings of Shareholders will apply to SFRE as a whole and to all Shareholders
of SFRE, provided that any amendment affecting the rights attached to the Shares of any Compartment(s)
and the rights of the holders of such Shares may further be submitted to a prior vote of the Shareholders of
the relevant Compartment(s) as far as the Shareholders of the Compartment(s) in question are present or
represented.
The Articles provide that the Shareholders of a Compartment or Class issued in respect of any
Compartment may hold, at any time, general meetings to decide on any matters, which relate exclusively to
such Compartment or Class. Resolutions at a general meeting of Shareholders of a Compartment or Class
are passed in accordance with the Law of 10 August 1915 and the Articles. Moreover, any resolution of the
general meeting of Shareholders of SFRE, affecting the rights of the Shareholders of any Compartment
or Class vis-à-vis the rights of the Shareholders of any other Compartment or Class shall be subject to a
resolution of the general meeting of Shareholders of such Compartment or Class in compliance with Law of
10 August 1915.
4.7 Duration and Termination
SFRE has been established for an unlimited duration.
SFRE may at any time be dissolved by a resolution of a general meeting of Shareholders as per the procedures set
out in the Law of 10 August 1915 and the Articles.
4.8 Amendments to Documents
4.8.1 Amendments to Offering Memorandum
The Offering Memorandum may be amended from time to time by the Board, at its discretion, subject to
prior approval of the contemplated changes by the Luxembourg supervisory authority and, to the extent it
is concerned, the AIFM.
In particular, the Board may amend the Offering Memorandum and the AIFM Agreement, without the
approval of Investors, to (i) make any change that is necessary or desirable to cure any ambiguity or to
correct or supplement any provision of the Offering Memorandum and/or the AIFM Agreement that would
otherwise be inconsistent with any other provision of any other of SFRE’s documents, (ii) make any change
that is necessary or desirable to update any information contained in the Offering Memorandum, (iii) make
a change that is necessary or desirable to satisfy any applicable requirements, conditions or guidelines
contained in any opinion, directive, order, statute, rule or regulation of any governmental entity to the
extent that such changes are made in a manner which minimises any adverse effect on the Investors, and
(iv) launch a new Compartment.
However, no amendment to the Offering Memorandum may increase any Investor’s Commitment, reduce
its part of the distributions, or decrease the percentage of Investors required to amend SFRE’s documents in
any manner, without the unanimous written consent of all the concerned Compartments’ Investors.
Amendments to the Offering Memorandum other than those described above will necessitate the written
consent of Investors holding two-thirds of the concerned Compartments’ aggregate funded Commitments,
Uncalled Commitments and the subscribed amounts (in case of Subscription Form), all on the basis of their
respective nominal value.

4.8.2 Amendments to Articles
The Articles may only be amended by an extraordinary general meeting of the Shareholders in accordance
with the provisions of the Articles and the Law of 10 August 19154 and subject to prior approval of the
contemplated changes by the Luxembourg supervisory authority.
4.9 Accounting
4.9.1 Accounting Year
SFRE’s financial year ends on 31 December of each year.
4.9.2 Accounting Currency
SFRE’s currency of consolidation is the Accounting Currency, namely US Dollar.
4.9.3 Accounting Standards
SFRE’s accounts are established under IFRS.
4.10 Valuation and NAV Calculation
4.10.1 Valuation Function
The AIFM performs the valuation of the assets on each Valuation Day in accordance with the appropriate
and consistent procedures that the AIFM established and shall maintain, so that a proper and independent
valuation of the assets of SFRE can be performed in accordance with the Articles.
Assets will be estimated at fair value in accordance with the IFRS definition of fair value. Fair value, as
defined in accordance with IFRS 13 is “the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date”.
4.10.2 NAV Calculation
The NAV per Share will be calculated by the Administrator in the applicable Reference Currency, based on
the asset values determined by the AIFM.
The NAV is calculated by the Administrator on any Valuation Day in accordance with IFRS, the Articles and
each respective Compartment’s valuation policies and procedures and will become available within 28
Business Days after the Valuation Day.
The NAV per Share of each Class in each Compartment on any Valuation Day is determined by dividing the
value of the total assets of that Compartment properly allocable to such Class less the liabilities of such
Compartment properly allocable to such Class by the total number of Shares of such Class outstanding on
such Valuation Day.
The NAV per Share is calculated up to two (2) decimal places.
If, at any time other than each Valuation Day, the AIFM believes that the most recent NAV per Share does
not continue to fairly represent the actual NAV per Share of the Compartment concerned, including as a
result of a significant event with respect to any investment held by such Compartment, the AIFM, in its
4 Such an extraordinary general meeting requires a quorum of half of the capital of SFRE. However, if this quorum is not satisfied, a second
meeting may be convened and shall validly deliberate regardless of the proportion of the capital represented. At both meetings, resolutions,
in order to be adopted, must be carried by a majority of at least two thirds of the votes cast (for the avoidance of doubt, votes cast shall not
include votes attached to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or
invalid vote).

discretion and as it deems appropriate and/or necessary, may instruct the Administrator to recalculate the
NAV per Share based on new interim valuations it provides.
In determining the NAV per Share, income and expenditure are treated as accruing daily.
The total NAV of SFRE will be equal to the difference between the gross assets (including the fair value of
the assets owned by SFRE and its Subsidiaries) and the liabilities of SFRE based on accounts prepared in
accordance with IFRS.
The valuation of the assets and the NAV calculation is reviewed annually by the Auditor and disclosed in the
notes to the annual audited financial statements.
4.11 Fees and Expenses
The below mentioned fees and expenses are allocated, directly or indirectly, to the Compartments and within
Compartments to Classes to which they are attributable. Such allocation may be made among Compartments
and Classes pro rata to their respective net assets or in a fair, equitable and reasonable manner determined by the
Board, provided that each Class in each Compartment will bear its own fees and expenses which are directly and
exclusively attributable to it. Set-up costs of a new Compartment will be allocated to such new Compartment and
re-funded upon the launch of such new Compartment.
4.11.1 Organisational Expenses
All costs and expenses associated with the formation of SFRE and the First Compartment, including
establishment, legal and closing costs of SFRE, professional and consulting fees, research costs, printing
costs and travel expenses, accounting, marketing, third party expenses and other expenses, were borne by
the First Compartment.
4.11.2 General Expenses
Following its formation, SFRE’s relevant Compartment(s) will bear the following charges and expenses:
(a) operating expenses including all taxes, duties, stamp duties, governmental and similar charges, CSSF
fees, commissions, foreign exchange costs, bank charges, registration fees relating to investments,
insurance and security costs, directors and officers insurance, and expenses of the issue and
redemption of Shares;
(b) operating expenses of the members of the Board including, but not limited to, any agreed
remuneration and reasonable travel expenses and out-of-pocket expenses;
(c) operating expenses of the members of any Investment Committee including, but not limited to,
any agreed remuneration (of independent Investment Committee members) and reasonable travel
expenses and out-of-pocket expenses;
(d) reasonable out-of-pocket expenses of the Depositary and any sub-custodian, the Administrator,
any distributors and permanent representatives in places of registration of SFRE and any external
legal counsel for SFRE plus any applicable value added taxes, to the extent these are not born by the
respective party as set out in their agreement with SFRE;
(e) documented out-of-pocket expenses relating to fundraising and investor relations of the Placement
Agent and of any Director or the Mission Shareholder;
(f ) reasonable, documented expenses incurred by the AIFM under its portfolio management responsi-
bilities shall be paid by SFRE and include, but are not limited to: legal transaction advice, transaction
exit advice and external valuations in relation to investment exits, filing, brokerage/custodians,
accounting, purchase of third party research reports or postage fees incurred in evaluating, structuring,
negotiating, purchasing or selling investments, costs relating to foreign exchange contracts and service
providers, out-of-pocket travel and other expenses reasonably related to the purchase, monitoring, sale
or transmittal of SFRE’s assets (for the avoidance of doubt, all such expenses relating only to post-pre-
liminary term sheet assessment);

(g) usual brokerage and other transaction fees and expenses (including, without limitation, legal,
accounting, surveyor’s and other professional fees) incurred on transactions with respect to the
acquisition or disposal or proposed acquisition or disposal of assets and related expenses in connection
with the acquisition or disposal of assets, irrespective whether the transactions have materialised or not;
(h) annual license fee for the Investment Scorecard and reasonable costs incurred by the AIFM in the
consideration of changes and further development of the Investment Scorecard;
(i) reporting and publishing expenses, including the cost of preparing and/or filing of the Articles and all
other documents concerning SFRE, including the Offering Memorandum and explanatory memoranda
and registration statements with all authorities having jurisdiction over SFRE or the offering of Shares;
the cost of preparing and distributing annual and all other periodic and non-periodic reports and
such other reports or documents as may be required under the applicable laws or regulations of the
above-cited authorities and the costs and expenses of local representatives appointed in compliance
with the requirements of such authorities;
(j) the cost of convening general meetings of Shareholders;
(k) to the extent not covered by insurance, if any, all costs related to any court litigation and out of court
litigation involving SFRE, directly or indirectly, as approved by the Board;
(l) the costs of preparing, printing and distributing all valuations, statements, accounts and performance
and investment reports;
(m) the Auditor’s fees and expenses, including for the review of the annual valuation, as well as any ongoing
tax expenses (such as in relation to tax filings) that are not comprised in any of the service provider fees;
(n) the costs of amending and supplementing the Articles, the Offering Memorandum, the agreements
and documents relating to SFRE and all similar administrative charges;
(o) costs incurred to enable SFRE to comply with legislation and official requirements and any fees and
expenses involved in registering and maintaining the registration of SFRE with any governmental
agencies; and
(p) all other costs and expenses in connection with the operations or administration of SFRE and the
portfolio incurred to procure the achievement of the investment strategy and the investment policy.
Where appropriate, the charges and expenses borne by SFRE may be charged to the Subsidiaries, if any.
The AIFM and any Portfolio Manager will be responsible for the routine expenses associated with their own
functioning and operations, including but not limited to overhead, rent, salaries and associated employee
benefits, and any other costs and expenses that were agreed to be borne by them under their respective
agreements.
4.11.3 Fees of the AIFM
The AIFM will be entitled to an annual Management Fee payable quarterly in arrears in respect of the First
Compartment which is equal to:
• 2.0% of the NAV, however such NAV excluding cash, cash equivalents and liquidity investments in
excess of 20% of the NAV; plus
• 0.5% of such excluded cash, cash equivalents and liquidity investments for the portion above 20% of
the NAV, if any.
4.11.4 Fees of other Service Providers
The Depositary, the Administrator, the Placement Agent and other agents that act in relation to SFRE or a
Compartment, as applicable, shall be entitled to such fees as shall be determined from time to time and
calculated in accordance with usual market practices in Luxembourg for the provision of similar services.
4.12 Indemnification
The below mentioned indemnifications are allocated, directly or indirectly, to the Compartments and within
Compartments to Classes to which they are attributable. Such allocation may be made among Compartments

and Classes pro rata to their respective net assets or in a fair, equitable and reasonable manner determined by
the Board, provided that each Class in each Compartment will bear its indemnifications which are directly and
exclusively attributable to it.
As far as permitted by Luxembourg law, SFRE shall be entitled to indemnify, pay, protect and hold harmless the
AIFM, a Portfolio Manager, the Depositary and Administrator and any of their respective Affiliates, shareholders,
officers, directors, managers, agents as well as representatives and the members of an Investment Committee
and the Board (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defence, appeal
and settlement of any and all suits, actions or proceedings instituted or threatened against the Indemnified Parties
or SFRE) and all costs of investigation in connection therewith which may be imposed on, incurred by, or asserted
against the Indemnified Parties, SFRE or in any way relating to or arising out of, or alleged to relate to or arise out
of, any action or inaction on the part of SFRE, on the part of the Indemnified Parties when acting on behalf of SFRE
or on the part of any agents when acting on behalf of SFRE.
However, SFRE shall not be liable to any Indemnified Party for any portion of the abovementioned liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys,
defence, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against SFRE
and all costs of investigation in connection, therewith asserted against SFRE) which result from such Indemnified
Party’s fraud, gross negligence, wilful misconduct or bad faith.
In any action, suit or proceeding against SFRE, or any Indemnified Party relating to or arising, or alleged to relate
to or arise, out of any such action or non-action, the Indemnified Parties shall have the right to employ, at the
expense of SFRE, counsel of the Indemnified Parties’ choice, which counsel shall be reasonably satisfactory to SFRE,
in such action, suit or proceeding.
If an Indemnified Party is determined by a court of first instance, or otherwise as per the applicable agreement in
place with the Indemnified Party, to have committed a fraud, gross negligence, wilful misconduct or bad faith, it
will then have to reimburse all the expenses paid by SFRE on its behalf under the preceding paragraph.
Pursuant to the Commitment Agreement or Subscription Form, each Investor agrees to indemnify and hold
harmless SFRE from and against all losses, liabilities, actions, proceedings, claims, costs, charges, expenses or
damages incurred or sustained by SFRE due to or arising out of (a) a breach of or any inaccuracy in representations,
declarations, warranties and covenants made by such Investor in the Commitment Agreement or Subscription
Form or (b) the disposition or transfer of its Shares contrary to such representations, declarations, warranties and
covenants, or to any applicable law and regulations, and (c) any action, suit or proceeding based upon (i) the claim
said representations, declarations, warranties and covenants were inaccurate or misleading or otherwise cause for
obtaining damages or redress from SFRE under any laws, or (ii) the disposition or transfer of such Investor’s Shares
or Uncalled Commitment or any part thereof.
4.13 Distributions
The Board will establish a distribution policy for each Compartment.
The meeting of Shareholders shall decide on dividends and the appropriation of distributable assets upon
proposal from the Board, provided that the net assets of SFRE shall not fall below EUR 1,250,000.- or the equivalent
thereof in any other currency. The Board may distribute interim dividends within the limits provided by law. There
will be no distribution in-kind without prior approval of the relevant Shareholder(s).
Dividends which are not claimed within five (5) years of their payment date will be foreclosed for their respective
beneficiaries and will return to SFRE.

4.14 Reporting
The Board will provide Investors with an annual audited financial report pertaining to SFRE (comprising dedicated
sections per Compartment) and the annual Investment Scorecards. In addition, Shareholders will be provided, if
applicable in respect of a given Compartment, with quarterly unaudited financial reports and valuation reports
with respect to such Compartment’s performance, including the Compartment’s NAV.
Copies of the following documents may be delivered in electronic version without cost to interested Investors
at their request and may be inspected free of charge during usual business hours on any Business Day at the
registered office of SFRE:
(i) Offering Memorandum;

(ii) Articles;
(iii) AIFM Agreement;
(iv) Depositary Bank and Paying Agent Agreement;
(v) Administration Agency Agreement;
(vi) Domiciliary and Corporate Agency Agreement;
(vii) the agreement with the Portfolio Manager, if any (only to the Investors of the relevant Compartment);
(viii) the relevant Investor’s Subscription Form and/or Commitment Agreement;
(ix) the AIFM’s conflict of interest policy for SFRE; and
(x) annual Investment Scorecards and annual report(s) including social and environmental reports, if any (only to
the Investors of the relevant Compartment).
4.15 Prevention of Money Laundering and Data Protection
Pursuant to the Luxembourg laws and regulations, and notably the laws of 12 November 2004, as amended, and
of 27 October 2010, relating to the fight against money-laundering and the financing of terrorism as well as the
regulations and the circulars of the CSSF, obligations have been imposed on all professionals of the financial sector
to prevent the use of undertakings for collective investment for money laundering purposes.
Measures aimed towards the prevention of money laundering, as provided by the Luxembourg laws of 12
November 2004, as amended, and of 27 October 2010, relating to the fight against money-laundering and the
financing of terrorism and the circulars of the CSSF, may require a detailed verification of a prospective Investor’s
identity.
In accordance with the Luxembourg laws of 12 November 2004, as amended, and of 27 October 2010 as well
as CSSF circulars applicable to the fight against money laundering, the implementation of those identification
procedures and, where applicable, the performance of the detailed verification are under the supervision and
responsibility of the Administrator, itself under the ultimate responsibility of the AIFM. In respect of all prospective
investors subscribing for Shares through a distributor or any sub-distributor or nominee appointed by such
distributor in accordance with the terms of its distribution agreement, those identification procedures shall be
implemented and, where applicable, the detailed verification shall be performed by such distributor.
Such delegation may only apply if the intermediary referred to above is verified as a regulated financial institution
located in a country recognised by the Administrator as having anti-money laundering regulations equivalent to
those under Luxembourg law.
The Board, the AIFM and the Administrator reserve the right to request such information as is necessary to verify
the identity of an applicant. In the event of delay or failure by the applicant to produce any information required
for verification purposes, the Board may refuse to accept the application and neither the Board nor SFRE will be
liable for any interest, costs or compensation. Similarly, when Shares are issued, they cannot be redeemed or
converted until full details of registration and anti-money laundering documents have been completed.
The Board reserves the right to reject an application, for any reason, in whole or in part in which event the
application monies or any balance thereof will be returned without unnecessary delay to the applicant by transfer

to the applicant’s designated account or by post at the applicant’s risk, provided the identity of the applicant can
be properly verified pursuant to Luxembourg anti-money laundering regulations. In such event, neither SFRE nor
the Board will be liable for any interest, costs or compensation.
Failure to provide proper documentation may result in the withholding of redemption proceeds by SFRE.
Any information provided in this context is collected for anti-money laundering compliance purposes only.
SFRE and the AIFM may release information about Investors and, if applicable, any underlying beneficial owner(s),
to the appropriate governmental or regulatory authorities if SFRE or the AIFM, in their reasonable discretion,
determines that such release is required by law.
Furthermore, Investors are informed that the data they supply to SFRE, the AIFM, the Administrator, the Depositary,
the Placement Agent and their Affiliates, at the time of subscription (and at any other time during the contractual
relationship) will be recorded, stored, adapted, transferred or otherwise processed and used by SFRE, the AIFM, the
Administrator, the Depositary, the Placement Agent and their Affiliates (as well as by the financial intermediaries
of an Investor) for the purpose of fulfilling the services required by the Investors (as described herein or in their
Commitment Agreement and/or Subscription Form) and/or for complying with such parties’ legal and regulatory
obligations.
In particular, such data may be processed for the purposes of account identification, anti-money laundering
identification, maintaining of a register of Investors, subscription and redemption of Shares and provision of client-
related services.
Investors expressly acknowledge that the data may be transferred and processed by companies based in countries
where data protection laws might not exist or be of a lower standard than in the European Union (such as the
United States).
By subscribing for Shares in SFRE, Investors consent to such processing of personal data and expressly agree that
their data be disclosed and processed by companies located outside of the European Union.
Investors have a right to access their data and may ask for a rectification thereof in cases where such data is
inaccurate and/or incomplete. Investors may contact SFRE in this respect.
4.16 Specific Information for Tax Purposes
Investors and each of their transferees shall furnish (including by way of updates) to SFRE, or any third party
designated by SFRE (a “Designated Third Party”), in such form and at such time as is reasonably requested by
SFRE or any Designated Third Party (including by way of electronic certification) any information, representations,
waivers and forms relating to the Investor (or the Investor’s direct or indirect owners or account holders) as shall
reasonably be requested by SFRE or the Designated Third Party to assist it in obtaining any exemption, reduction
or refund of any withholding or other taxes imposed by any taxing authority or other governmental agency
(including withholding taxes imposed pursuant to the Hiring Incentives to Restore Employment Act of 2010, or
any similar or successor legislation or intergovernmental agreement, or any agreement entered into pursuant to
any such legislation or intergovernmental agreement) upon SFRE, amounts paid to SFRE, or amounts allocable
or distributable by SFRE to such Investors or transferees. In the event that Investors or any of their transferees fail
to furnish such information, representations, waivers or forms to SFRE or the Designated Third Party, SFRE or the
Designated Third Party shall have full authority to take any and all of the following actions: (i) withhold any taxes
required to be withheld pursuant to any applicable legislation, regulations, rules or agreements; (ii) redeem such
Investors’ or transferees’ Shares and terminate their Commitment, if any, and (iii) form and operate an investment
vehicle organised in the United States that is treated as a “domestic partnership” for purposes of section 7701 of
the Internal Revenue Code of 1986, as amended and transfer such Investors’ or transferees’ participation to such
investment vehicle. If requested by SFRE or the Designated Third Party, Investors or transferees shall execute
any and all documents, opinions, instruments and certificates as SFRE or the Designated Third Party shall have
reasonably requested or that are otherwise required to effectuate the foregoing. Investors grant to SFRE or the

Designated Third Party a power of attorney, coupled with an interest, to execute any such documents, opinions,
instruments or certificates on behalf of the Investors, if Investors fail to do so.
SFRE or the Designated Third Party may disclose information regarding any Investor (including any information
provided by the Investor pursuant to the above paragraph) to any person to whom information is required
or requested to be disclosed by any taxing authority or other governmental agency including transfers to
jurisdictions which do not have strict data protection or similar laws, to enable SFRE to comply with any applicable
law or regulation or agreement with a governmental authority.
Investors waive all rights they may have under applicable bank secrecy, data protection and similar legislation that
would otherwise prohibit any such disclosure and warrant that each person whose information it provides (or has
provided) to SFRE or the Designated Third Party has been given such information, and has given such consent, as
may be necessary to permit the collection, processing, disclosure, transfer and reporting of their information as set
out in the first paragraph of section 4.16 and this paragraph.
SFRE or the Designated Third Party may enter into agreements, the case being on behalf of SFRE, with any
applicable taxing authority (including any agreement entered into pursuant to the Hiring Incentives to Restore
Employment Act of 2010, or any similar or successor legislation or intergovernmental agreement) to the extent it
determines such an agreement is in the best interest of SFRE and its Investors.
5. Mission shareholder
5.1 The GABV
The Global Alliance for Banking on Values was founded in 2009 and brings together a group of banks committed
to using finance to serve human needs and the needs of real economies and to build a more environmentally
sustainable future.
The GABV is registered as a Dutch non-profit foundation (“stichting”) governed by a management board
(referenced to as the “GABV Board”) chaired by Peter Blom (Triodos Bank) and including Thomas Jorberg (GLS
Bank), Kurt Koenigsfest (BancoSol), Ken LaRoe (First Green Bank), Ugo Biggeri (Banca Etica) and Tamara Vrooman
(Vancity). The GABV Board is self-selecting but is endorsed by the members at their annual general meeting held in
March of each year.
The GABV comprises 43 financial institutions and seven strategic partners operating in countries across Asia, Africa,
Australia, Latin America, North America and Europe. Collectively the GABV serves more than 41 million customers,
holds up to USD 127 billion of combined assets under management, and is supported by more than 48,000
co-workers. GABV membership is open to all regulated financial institutions that have banking models consistent
with GABV principles, as outlined below.
The daily activities of the GABV are conducted by a secretariat function based in the Netherlands funded through
membership fees and additional contributions from members. Details on the activities of the GABV and its
members can be found at www.gabv.org.
Apart from the Mission Share held by the GABV and a license fee for use of the Investment Scorecard there will be
no formal relationship between the GABV and SFRE. However, the non-financial resources developed by the GABV
in its work and access to the GABV network can be expected to be an informal resource for SFRE and Investee SFIs.
5.2 Principles of Sustainable Banking
For the vast majority of banking institutions the driver of business decisions is exclusively or primarily the profit-
ability of the services provided, with issues of whether such decisions enhance sustainable economic, individual
and community development being secondary considerations, if considered at all. For the GABV members,
business decisions start with the identification of a human need to be met and then determining how to meet
that need on a profitable basis. It is this difference in primary motivation (human needs rather than profitability),

together with the principles of implementing the provision of finance to meet the needs identified, that defines
the unique value proposition of the GABV’s banking model.
The GABV’s “Principles of Sustainable Banking” are:
Principle 1. Triple bottom line approach at the heart of the business model.
Sustainable banks integrate this approach by focusing simultaneously on people, planet and prosperity.
Products and services are designed and developed to meet the needs of people and safeguard the environment;
generating reasonable profit is recognised as an essential requirement of sustainable banking but is not a
stand-alone objective. Importantly, sustainable banks embrace an intentional approach to triple-bottom-line
business – they don’t just avoid doing harm, they actively use finance to do good.
Principle 2. Grounded in communities, serving the real economy and enabling new business models to meet the
needs of both.
Sustainable banks serve the communities in which they work. They meet the financial needs of these geographic
and sector-based communities by financing sustainable enterprise in productive economies.
Principle 3. Long-term relationships with clients and a direct understanding of their economic activities and the
risks involved.
Sustainable banks establish strong relationships with their clients and are directly involved in understanding and
analysing their economic activities and assisting them to become more sustainable themselves. Proper risk analysis
is used at product origination so that indirect risk management tools are neither adopted as a substitute for
fundamental analysis nor traded for their own sake.
Principle 4. Long-term, self-sustaining, and resilient to outside disruptions.
Sustainable banks adopt a long-term perspective to make sure they can maintain their operations and be resilient
in the face of external disruptions. At the same time they recognise that no bank, or its clients, is entirely immune
to such disruptions.
Principle 5. Transparent and inclusive governance.
Sustainable banks maintain a high degree of transparency and inclusiveness in governance and reporting. In this
context, inclusiveness means an active relationship with a bank’s extended stakeholder community, and not only
its shareholders or management.
Principle 6. All of these principles embedded in the culture of the bank.
Sustainable banks seek to embed these principles in the culture of their institutions so that they are routinely used
in decision-making at all levels. Recognising that the process of embedding these values requires deliberate effort,
these banks develop human resources policies that reflect their values-based approach (including innovative
incentive and evaluation systems for staff ), and develop stakeholder-oriented practices to encourage sustainable
business models. These banks also have specific reporting frameworks to demonstrate their financial and non-fi-
nancial impact.
6. AIFM
6.1 Description
Triodos Investment Management is a Netherlands domiciled authorised alternative investment fund manager and
is authorised to manage AIFs. The AIFM is subject to the supervision of the Netherlands Authority for the Financial
Markets (AFM) and, as it concerns prudential supervision, is subject to supervision of the Dutch Central Bank (DNB).

The AIFM is a wholly owned subsidiary of Triodos Bank N.V., which is a fully licensed bank, regulated and registered
by the Dutch Central Bank, with branches in the Netherlands (Zeist), Belgium (Brussels), the United Kingdom
(Bristol), Spain (Madrid) and Germany (Frankfurt).
The business and investment activities of Triodos Investment Management are managed out of its headquarters in
Zeist, the Netherlands.
6.2 Key Staff
M.H.G.E. van Golstein Brouwers, Chair of the Management. Marilou van Golstein Brouwers has been Managing
Director of Triodos Investment Management since 2003. Currently she is also member of the Board of Directors
of the Global Impact Investing Network (GIIN), member of the Advisory Committee of the Mastercard Foundation
Fund for Rural Prosperity, member of the Advisory Council for International Development Cooperation (AIV/COS)
and Chair of the Advisory Board of Women in Financial Services in the Netherlands (WIFS).
D.J. van Ommeren, Managing Director. Dick van Ommeren is Managing Director of Triodos Investment
Management since February 2016. He has a long standing experience in the financial sector. He previously
worked at ABN AMRO MeesPierson, where he was Managing Director Marketing & Products and member of the
management group of ABN AMRO Bank N.V.
K. Bosscher Managing Director. Kor Bosscher is Director Risk and Finance at Triodos Investment Management and
Triodos Investment Advisory & Services. In addition, he is director of Stichting International Pension Solutions.
J.J. Minnaar, Managing Director. Jacco Minnaar is Managing Director of Triodos Investment Management since
June 2017. Jacco Minnaar is responsible for the areas of Energy & Climate and Inclusive Finance. He has 20 years
of experience working in the financial sector and investment industry. At Triodos Investment Management Jacco
worked as fund manager Triodos Fair Share Fund and Regional Manager Africa and Latin America, responsible for
both equity and debt investments. Until 1 June 2017, Jacco was Director Energy & Climate at Triodos Investment
Management.
D. Elsen, Director Emerging Markets. Dirk Elsen joined Triodos Investment Management as Director Emerging
Markets in January 2012. From 2002 to 2011, he served as Chief Executive of SNV, an international development
organisation implementing advisory, advocacy and knowledge brokering work in 36 countries across four
continents. Before that, Dirk worked at Shell, the World Bank and ABN AMRO, working as a corporate and
operational lawyer on projects in Africa and Asia, structuring trade finance business and serving in various senior
relationship management roles. Dirk serves on several boards in the Netherlands and beyond.
J.N. Alders-Sheya, Fund Manager. Within the AIFM, Justina Alders-Sheya is responsible for the portfolio
management of SFRE. She has a wealth of experience and expertise with over 15 years of consulting and audit
experience in the financial services sector, focusing on investment management, impact investing and inclusive
finance. Before joining Triodos Investment Management, she held several positions with Ernst & Young and ING.
Justina is a certified chartered accountant, holds a post graduate degree in Accounting from the VU University of
Amsterdam, a Master degree in Financial Economics from the University of London and a bachelor in commerce
from the University of Namibia.
6.3 Track Record
Triodos Microfinance Fund
• Luxembourg SICAV; open ended

• Inception: February 2009
• AuM: EUR 3653 million per December 2017
• Objective: Aims to make a pro-active, measurable and sustainable contribution to the development of an
inclusive financial sector in which the majority of people have access to financial services
• Target countries: Developing countries and emerging economies

• Investors: Institutional investors and qualified investors
• Instruments: Senior debt (mixture of local and hard currencies, with a target of investing up to 55-60% of the
fund’s assets in senior debt); equity (minority position, primarily in local currency with a target of investing
20-25% of the fund’s assets in equity); subordinated debt, convertible debt (primarily in local currency, with a
target of investing up to 15% of the fund’s assets in subordinated/convertible debt)
• Historical return: 3-years average 2,8%, 5-years average 4.3%
Triodos Fair Share Fund
• Dutch mutual fund; open ended

• Inception: December 2002
• AuM: EUR 349,6 million per December 2017
• Objective: Aims to make a pro-active, measurable and sustainable contribution to the development of an
inclusive financial sector in which the majority of people have access to financial services
• Target countries: Developing countries and emerging economies
• Investors: Dutch individual (retail) investors
• Instruments: Senior debt (mixture of local and hard currencies with a target of investing 40-75% of the fund’s
assets in senior, subordinated, and convertible debt); equity (minority position, primarily in local currency
with a target of investing 15-20% of the fund’s assets in equity); subordinated debt, convertible debt
(primarily in local currency)
• Historical return: 3-years average 3.2%; 5-years average 3,7%
6.4 Responsibilities
The AIFM is responsible for the portfolio management and exercising the risk management function in respect
of SFRE. In addition, the AIFM’s duties include valuation of the assets and distribution, investor relations and
other support functions. In the performance of its duties and obligations, the AIFM will observe and comply
with the provisions of the Articles and this Offering Memorandum as well as with any proper instruction not
conflicting with its duties, obligations or any compelling requirements. The AIFM is also responsible for ensuring
its compliance with the AIFM Directive, the AIFM Regulation and the AIFM Law. The AIFM will perform its duties
and obligations in accordance with good industry practice thanks in particular to the use of qualified and adapted
staff as well as appropriate tools and techniques. In accordance with the AIFM Law and the AIFM Agreement, the
AIFM may delegate certain functions with respect to these duties to third parties. Notwithstanding any delegation,
the AIFM shall remain liable to SFRE for the proper performance of the portfolio management, risk management,
valuation, distribution, investor relations and other support functions.
6.4.1 Risk Management
The AIFM has implemented a permanent independent and integral risk management system throughout
the organisation in order to adequately monitor and manage the risks related to each Compartment. This
risk management system comprises of a risk management framework, based on the COSO framework for
integral risk management, policies and procedures designed in accordance with Dutch regulations and best
market practices.
The risk management framework describes amongst others the roles and responsibilities of the risk
management function, the risk governance (three lines of defence model) at the AIFM level and alternative
investment fund level and the risk management process to identify, measure, mitigate, monitor, report and
evaluate all relevant risks related to the investments of each Compartment.
The risk profile of each Compartment shall correspond to the size, portfolio structure, investment strategy,
leverage specified for each Compartment in the Special Section. The Compartments may, for the purpose of
hedging, use spot and forward currency exchange contracts and other currency hedging instruments.
The AIFM, or in certain cases the AIFM together with the relevant delegate, employs appropriate liquidity
management methods and adopts procedures which enable it to monitor the liquidity risk of each

Compartment. The AIFM ensures that, for each Compartment it manages, the investment and financing
strategy, the liquidity profile, the distribution policy and the redemption policy are consistent with liquidity
needs. The AIFM will regularly conduct stress tests, under normal and exceptional liquidity conditions,
which enable it to assess the liquidity risk of SFRE and monitor the liquidity risk of SFRE accordingly.
The permanent risk management function is responsible for the implementation and execution of the
risk management process and policies and serves as a risk consultant. The risk management function is
functionally and hierarchically separated from the portfolio management function.
The AIFM law requires that SFRE’s exposure is calculated by the AIFM in accordance with two cumulative
methods: the “gross method” and the “commitment method”. The gross method gives the overall exposure
of SFRE whereas the commitment method gives insight in the hedging and netting techniques used by the
AIFM.
The leverage effect is determined by the AIFM Directive as being any method by which the AIFM increases
the exposure of SFRE and each Compartment whether through borrowing of cash or securities leverage
embedded in derivative positions or by any other means. The leverage creates risks for SFRE.
The leverage is controlled on a frequent basis and shall not exceed such thresholds as further described in
each Special Section, using both the “gross method” and the “commitment method” in accordance with the
AIFM Law. The “gross method” gives the overall exposure of the Compartment whereas the commitment
method gives insight in the hedging and netting techniques used by the AIFM.
6.4.2 Fair Treatment of Investors
The AIFM ensures a fair treatment of the Investors and, whenever an Investor obtains preferential treatment,
a description of that preferential treatment, the type(s) of investors who obtain such treatment and, where
relevant, their legal or economic links with SFRE and/or the AIFM will be disclosed.
The Investors acknowledge the treatment of the Mission Shareholder as initiator of SFRE.
6.5 Removal
The AIFM Agreement is entered into for an unlimited duration and may be terminated by either thereto by giving
the other parties six (6) months’ written notice. In certain cases and subject to certain conditions as set out in the
AIFM Agreement, termination is possible with immediate effect.
7. Related parties
7.1 Placement Agent
Enclude provides capacity and capital advisory services. Enclude’s capital advisory services team connects
clients with the capital they need to finance their growth, and links public, private and philanthropic investors to
investment opportunities that generate both financial returns and social value.
Enclude has worked with the GABV since 2011 to provide strategic advice and, later, to assess options for an
investment vehicle to support the growth of Sustainable Finance Institutions. This resulted in the creation of SFRE
and the raising of its capital to date. Today, Enclude is SFRE’s appointed Placement Agent in the Select Jurisdictions.
7.2 Depositary Bank and Paying Agent
SFRE has appointed RBC Investor Services Bank S.A., having its registered office at 14, Porte de France, L-4360
Esch-sur-Alzette, Grand Duchy of Luxembourg, as the depositary of SFRE with responsibility for:
a) safekeeping of the assets;

b) oversight;
c) cash flow monitoring; and
d) paying agent function,
pursuant to the Law of 13 February 2007 and the Law of 12 July 2013 as well as the depositary bank and paying
agent agreement signed on 10 August 2018, with effective date of 20 August 2018 and entered into between SFRE
and RBC Investor Services Bank S.A. (the “Depositary Bank and Paying Agent Agreement”).
RBC Investor Services Bank S.A. is registered with the LBR under number B 47192 and was incorporated in 1994
under the name “First European Transfer Agent”. It is 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. Its equity capital as at 31 October 2017 amounted to EUR 1,120,326,088.
The Depositary Bank and Paying Agent Agreement may be terminated at any time by either SFRE or the Depositary
upon 90 days’ prior written notice addressed to the other party. Notwithstanding the foregoing, the Depositary
Bank and Paying Agent Agreement may also be terminated in accordance with the provisions of the Depositary
Bank and Paying Agent Agreement.
7.2.1 Safekeeping of the assets
(a) General
The Depositary is responsible in accordance with the Luxembourg laws and regulations, the Law of 12
July 2013 and the Depositary Bank and Paying Agent Agreement for the safekeeping of the financial
instruments that can be held in custody and for the record keeping and verification of ownership of the
other assets. In normal circumstances, the majority of the assets of SFRE qualify as “other assets” within
the meaning of article 21(8)b of the AIFMD.
(b) Delegation
The Depositary is further authorised to delegate its safekeeping duties under the Law of 12 July 2013 to
sub-custodians and to open accounts with such sub-custodians, provided that (i) such delegation is in
accordance with, and subject to compliance with, the conditions set out in the applicable Luxembourg
laws; and (ii) the Depositary will exercise all due skill, care and diligence in the selection, appointment,
periodic review and ongoing monitoring of its sub-custodians.
(c) Discharge of liability

The Depositary may in certain circumstances and in accordance with article 19(13) of the Law of 12
July 2013, discharge itself of liability. In the event where certain financial instruments are required by
a foreign local law or regulation to be held in custody by a local entity, and no local entity satisfies
the delegation requirements in accordance with Article 19 (11) d) (ii) of the Law of 12 July 2013, the
Depositary may nonetheless discharge itself of liability provided that specific conditions in accordance
with Article 19 (14) of the Law of 12 July 2013 and the Depositary Bank and Paying Agent Agreement
are met.
7.2.2 Oversight
The Depositary will, in accordance with the Law of 13 February 2007, the Law of 12 July 2013, the AIFM
Regulation and the Depositary Bank and Paying Agent Agreement:
a) ensure that the sale, issue, re-purchase, redemption and cancellation of Shares of SFRE are carried out in
accordance with applicable national laws, the Offering Memorandum and the Articles;
b) ensure that the value of the Shares of SFRE is calculated in accordance with applicable national
laws, the Offering Memorandum the Articles and the procedures laid down in Article 19 of the AIFM
Directive;
c) carry out the instructions of the AIFM, unless they conflict with applicable national laws, the Offering
Memorandum and the Articles;

d) ensure that, in transactions involving the assets of SFRE, any consideration is remitted to SFRE within
the usual time limits; and
e) ensure that the income of SFRE is applied in accordance with applicable national laws, the Offering
Memorandum and the Articles.
7.2.3 Cash flow monitoring
The Depositary is required under the AIFM Law, the AIFM Regulation and with the Depositary Bank and
Paying Agent Agreement to perform certain cash flow monitoring duties as follows:
a) reconcile all cash flow movements and perform such a reconciliation on a daily basis;
b) identify cash flows, which are in its reasonable opinion, significant, and in particular those which could
be inconsistent with SFRE’s operations. The Depositary will perform its review using the previous
Business Day end-of-day records;
c) ensure that all bank accounts in SFRE structure are in name of SFRE or in the name of the AIFM on
behalf of SFRE;
d) ensure that the relevant banks are EU credit institutions or equivalent; and
e) ensure that the monies paid by the Shareholders have been received and booked in cash accounts and
booked in either Cash Accounts or Third Party Accounts (as such terms are defined in the Depositary
Bank and Paying Agent Agreement).
7.2.4 Paying Agent
RBC Investor Services Bank S.A. also acts as Paying Agent for SFRE pursuant to the Depositary Bank and
Paying Agent Agreement. The Paying Agent is responsible for receiving payments for subscriptions of
Shares and depositing such payments in SFRE’s bank accounts opened with the Depositary and distributing
income and dividends to the Shareholders. The Paying Agent shall make payment of proceeds from the
repurchase of Shares from time to time.
7.3 Administration Agent
Pursuant to an administration agency agreement signed on 10 August 2018, with effect as of 20 August 2018
(the “Administration Agency Agreement”), RBC Investor Services Bank S.A. has been appointed as central
administration and registrar and transfer agent of SFRE. This agreement is made for an unlimited duration and may
be terminated by either party giving a minimum of 90 days’ notice. It may further be terminated forthwith by SFRE
when it is in the interests of the Shareholders.
The Administrator, in its capacity as central administration agent, is responsible, inter alia, for the bookkeeping and
maintenance of all accounts of SFRE, the calculation and disclosure of the NAV and NAV per share, the compilation
of the shareholder reporting and the general administration of SFRE as further described in the Administration
Agency Agreement.
The Administrator, in its capacity as registrar and transfer agent, is responsible for handling the processing of
registration, conversion, transfer and redemption of the Shares, complying with anti-money laundering provisions
as required by the Luxembourg legislation and dealing with transfers or redemptions of Shares, in each case in
accordance with the Articles, and in connection therewith, safekeeping of the register of the Shareholders, the
mailing of statements, reports, notices and other documents to the Shareholders.
With the exception of ‘cause’ as described in the Administration Agency Agreement, either party may voluntarily
terminate such agreement without cause upon giving to the other party three (3) months’ written notice.

7.4 Domiciliary and Corporate Agent
SFRE has appointed RBC Investor Services Bank S.A., société anonyme registered in Luxembourg, as domiciliation
agent, pursuant to a domiciliary and corporate agency agreement signed on 10 August 2018, with effect as of 20
August 2018 (the “Domiciliary and Corporate Agency Agreement”). RBC Investor Services Bank S.A. shall also
handle the convening of shareholder meetings as well as of meetings of the Board.
The domiciliation agent is appointed pursuant to the Domiciliary and Corporate Agency Agreement, under which
either party may terminate such agreement by giving no less than ninety (90) days’ notice in writing to the other
party and immediately by notice in writing should a party become subject to insolvency proceedings, be in breach
of a material provision of the agreement, or if so required by applicable laws or by competent authority.
The domiciliation agent is responsible for the domiciliation of SFRE, the maintenance of records and other general
domiciliation functions as more fully described in the Domiciliary and Corporate Agency Agreement.
7.5 Auditor
SFRE has appointed PricewaterhouseCoopers, société coopérative as independent auditor.
PricewaterhouseCoopers is set up as a cooperative company (société cooperative) under the laws of Luxembourg,
registered with the LBR under company number B 65.477 and having its registered office at 2, rue Gerhard
Mercator, L-2182 Luxembourg, Grand Duchy of Luxembourg.
The independent auditor verifies that the annual accounts of SFRE and the NAV present a true and fair view of
SFRE’s financial situation and that the management report is in agreement with the accounts. The auditor further
reviews the year-end independent valuation performed by the AIFM.
8. Tax considerations
The following section is a short summary of certain important Luxembourg taxation principles that may be or become
relevant with respect to SFRE.
This section does not purport to be a complete summary of tax law and practice currently applicable in Luxembourg and
does not contain any statement with respect to the tax treatment of an investment in SFRE in any other jurisdiction.
Furthermore, this section does not address the taxation of SFRE in any other jurisdiction or the taxation of any legal entity,
partnership or undertakings for collective investment without legal personality in which SFRE holds an interest.
Prospective investors are advised to consult their own professional tax advisers in respect of the possible tax
consequences of subscribing for, buying, holding, redeeming, converting or selling Shares under the laws of their country
of citizenship, residence, domicile or incorporation.
The following summary is based on laws, regulations and practice currently applicable in the Grand Duchy of
Luxembourg at the date of this Offering Memorandum and is subject to changes therein, possibly with retroactive effect.
8.1 Luxembourg Investment Company with Variable Capital
Under present Luxembourg law and administrative practice, a Luxembourg investment company with variable
capital (société d’investissement à capital variable or “SICAV”) or any of its compartments is not liable for any
Luxembourg corporate income tax, municipal business tax, and net wealth tax. A Luxembourg SICAV subject to
the Law of 13 February 2007 is however liable in Luxembourg to a subscription tax of in principle 0.01% per annum
computed on its net assets, such tax being payable quarterly on the basis of the value of the aggregate assets of
such SICAV or compartment at the end of the relevant calendar quarter.

The value of assets represented by units and shares held in other undertakings for collective investments is
however exempt from subscription tax provided such units or shares have already been subject to this tax. No
other stamp duty or other tax is payable in Luxembourg on the issue of shares by a Luxembourg SICAV.
A Luxembourg SICAV is liable for a flat registration duty of EUR 75 to be paid upon incorporation and upon future
modification (if any) of its articles of incorporation.
Dividends and interest, if any, received by a Luxembourg SICAV or any of its compartments from investments may
be subject to taxes and/or withholding taxes in the countries concerned at varying rates, such (withholding) taxes
usually not being recoverable. A Luxembourg SICAV may be liable to certain other foreign taxes.
8.2 Shareholders of a Luxembourg SICAV
The shareholders of a Luxembourg SICAV are not liable to any taxation in Luxembourg in relation to the holding,
sale, redemption or transfer of the shares of such SICAV (except for those domiciled, resident or having a
permanent establishment in Luxembourg).
Luxembourg generally does not levy any withholding tax on (i) interest paid by a Luxembourg SICAV or (ii)
dividend distributions made by a Luxembourg SICAV or (iii) payments made upon redemption/refund/sales of its
shares by a Luxembourg SICAV (or any of its compartments).
8.3 Common Reporting Standard
The Organisation for Economic Co-operation and Development has developed a new global standard for the
annual automatic exchange of financial information between tax authorities (the “CRS”). Luxembourg is a
signatory jurisdiction to the CRS and intends to conduct its first exchange of information with tax authorities of
other signatory jurisdictions in September 2017, as regards reportable financial information gathered in relation to
fiscal year 2016. The CRS has been implemented into Luxembourg domestic law via the law dated 18 December
2015 concerning the automatic exchange of information on financial accounts and tax matters and implementing
the EU Directive 2014/107/EU (the “CRS Law”).
The regulation imposes obligations on SFRE and its investors since SFRE is regarded as a reporting Financial
Institution under the CRS. Under this perspective, SFRE is required to conduct due diligence and obtain (among
other things) confirmation of the tax residency (through the issuance of self-certifications forms by the investors),
tax identification number and CRS classification of the investors in order to fulfil its own legal obligations pursuant
to the CRS Law.
Each investor shall furnish (including by way of updates) to SFRE, or any third party designated by SFRE (a
“Designated Third Party”), in such form and at such time as is reasonably requested by SFRE (including by way
of electronic certification) any information, representations, waivers and forms relating to the investors (or the
investors’ controlling person, if relevant) as shall reasonably be requested by SFRE or the Designated Third Party to
assist it in complying with the relevant CRS requirements.
In case of subscription for Shares, SFRE, or any Designated Third Party, may request a self-certification form issued
by the investors in order to accept the said subscriptions.
Investors should contact their own tax advisers regarding the application of CRS to their particular circumstances.
9. U.S. Regulatory and tax matters
9.1 In General
The following discussion summarises certain U.S. federal income tax (“U.S. Tax”) consequences of an investment
in SFRE. The discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury
regulations, administrative rulings, court cases, and other applicable law, all of which are subject to change,

possibly with retroactive effect. The discussion does not address all of the U.S. Tax consequences of an investment
in SFRE, since these depend upon each particular Shareholder’s situation. In addition, the discussion does not
address any other federal, state, local or non-U.S. tax consequences of an investment in SFRE, other than those
described in this summary. Prospective investors are urged to consult with their own tax advisors before making
an investment in SFRE.
For the purposes of this discussion, a “U.S. Shareholder” is a Shareholder that is a U.S. Person. For purposes of this
discussion, a “U.S. Person” is (i) an individual who is a citizen of the United States or is treated as a resident of the
United States for U.S. Tax purposes; (ii) a corporation or partnership that is either created or organised in or under
the laws of the United States or any state thereof or the District of Columbia; (iii) an estate, the income of which is
subject to U.S. federal income taxation regardless of its source; or (iv) a trust that is subject to the supervision of a
court within the United States and the control of one or more U.S. Persons. A “U.S. Taxable Shareholder” is a U.S.
Shareholder that is not otherwise exempt (as described below). A “Non-U.S. Shareholder” is a Shareholder that is
not a U.S. Person.
If an entity classified for U.S. Tax purposes as a partnership holds Shares in SFRE, the tax treatment of a partner
of such partnership generally will depend upon the status of the partner and the activities of such partnership.
Accordingly, the discussion of the taxation of U.S. Shareholders and Non-U.S. Shareholders does not apply to
Shareholders that are classified for U.S. Tax purposes as partnerships. Each partnership (and its partners) contem-
plating an investment in SFRE should consult its own tax advisor.
9.2 Taxation of SFRE
SFRE intends to be classified for U.S. Tax purposes as an association taxable as a corporation and not as a
partnership.
SFRE does not expect (though no assurance can be given) that it will be treated as engaged in a trade or business
within the United States or recognise income effectively connected with a trade or business within the United
States for U.S. Tax purposes (“ECI”). In the event SFRE is considered to be engaged in a trade or business in the
United States, SFRE would be subject to U.S. Tax (and possibly state and local income tax) on income effectively
connected with such trade or business in the United States on a net basis, and would be required to file U.S. Tax
returns (and possibly state and local tax returns) with regard to such income. The U.S. federal “branch profits tax”
may apply to earnings and profits attributable to such effectively connected income.
Even if SFRE is not engaged in a trade or business within the United States, SFRE will be subject to U.S. Tax on any
gain from the disposition of a “United States real property interest” (a “USRPI”), including stock of a “United States
real property holding corporation” (a “USRPHC”), and would be required to file U.S. Tax returns (and possibly
state and local tax returns) with regard to such income. The U.S. federal “branch profits tax” may apply to earnings
and profits attributable to any such gain, but will not apply to earnings and profits attributable to gain from the
disposition of stock of a USRPHC.
SFRE generally will be subject to a U.S. federal withholding tax of 30% on certain items of U.S. source income that
are not effectively connected with a U.S. trade or business (e.g., dividends, certain items of interest, rents and
royalties).
9.3 Non-U.S. Shareholders
A Non-U.S. Shareholder generally will not be subject to U.S. Tax with respect to its investment in SFRE unless (i) its
investment in SFRE is effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business
within the United States or (ii) the Non-U.S. Shareholder is an individual present in the United States for 183 days or
more in a taxable year and certain other conditions are met.
Non-U.S. Shareholders may be required to make certain certifications to SFRE as to the beneficial ownership
of their Shares and the non-U.S. status of such beneficial owner, in order to be exempt from U.S. information
reporting and backup withholding on distributions from SFRE.

9.4 U.S. Tax-Exempt Shareholders
A U.S. Shareholder that is exempt from taxation under Section 501 of the Code (a “U.S. Tax-Exempt Shareholder”)
generally will be exempt from U.S. Tax on certain categories of income, such as dividends, interest, capital gains
and similar income realised from securities investment or trading activity. This type of income is exempt even if it
is realised from securities trading activity which constitutes a trade or business. This general exemption from tax
does not apply to the “unrelated business taxable income” (“UBTI”) of a U.S. Tax-Exempt Shareholder. Generally,
except as noted above with respect to certain categories of exempt trading activity, UBTI includes income or gain
derived from a trade or business, the conduct of which is substantially unrelated to the exercise or performance
of the U.S. Tax-Exempt Shareholder’s exempt purpose or function. UBTI also includes (i) income derived by a U.S.
Tax-Exempt Shareholder from debt-financed property and (ii) gains derived by a U.S. Tax-Exempt Shareholder from
the disposition of debt-financed property.
Income or gain realised by a U.S. Tax-Exempt Shareholder in respect of its Shares in SFRE generally should not
be taxable as UBTI, provided that the U.S. Tax-Exempt Shareholder does not use borrowed funds constituting
“acquisition indebtedness” in connection with its acquisition of an interest in SFRE. As discussed in greater detail
below, SFRE expects to be classified for U.S. Tax purposes as a “passive foreign investment company” (a “PFIC”).
However, unless dividends paid by SFRE to a U.S. Tax-Exempt Shareholder are characterised as UBTI, the PFIC rules
will not apply to the U.S. Tax-Exempt Shareholder’s Shares in SFRE.
U.S. Tax-Exempt Shareholders are urged to consult their tax advisors concerning the U.S. Tax and other tax
consequences of an investment in SFRE, including U.S. federal excise tax considerations for U.S. Tax-Exempt
Shareholders that are “private foundations”. There are special considerations which should be taken into account by
certain beneficiaries of charitable remainder trusts that invest in SFRE. Charitable remainder trusts should consult
their own tax advisors concerning the U.S. Tax consequences of such an investment on their beneficiaries.
9.5 U.S. Taxable Shareholders
As discussed above, SFRE intends to be classified for U.S. Tax purposes as a corporation and expects to be treated
as a PFIC. In general, a non-U.S. entity classified for U.S. Tax purposes as a corporation will be treated as a PFIC for a
taxable year if at least (i) 75% of its gross income for such taxable year is in the form of “passive income” or (ii) 50%
of the average quarterly value of its assets for such taxable year produce or are held for the production of passive
income. Passive income includes, among other things, dividends, capital gains, interest, rents and royalties not
treated as earned in connection with the active conduct of a trade or business. However, passive income does not
include dividends, interest, rents and royalties derived from certain related persons, to the extent such amounts are
allocable to income of such related person which is not passive income. Also, for purposes of determining whether
a non-U.S. corporation is treated as a PFIC, the non-U.S. corporation will be treated as holding its proportionate
share of the assets of any other corporation, and receiving directly its proportionate share of the income of any
other corporation, in which the non-U.S. corporation holds a direct or indirect stockholding of at least 25% by
value. If a non-U.S. corporation is treated as a PFIC with respect to a U.S. Taxable Shareholder for any taxable year,
the non-U.S. corporation generally will be treated as a PFIC with respect to such U.S. Taxable Shareholder for all
subsequent taxable years in which the U.S. Taxable Shareholder holds a direct or indirect interest in the non-U.S.
corporation, regardless of whether the non-U.S. corporation would be treated as a PFIC for such taxable year under
the income and asset tests described above.
A U.S. Taxable Shareholder holding a direct or indirect interest in a PFIC will be subject to special tax rules with
respect to (i) “excess distributions” received in respect of its interest in the PFIC and (ii) any gain realised from a sale
or other disposition of its interest in the PFIC (including a pledge or a sale of the interest in the PFIC). Excess distri-
butions are distributions received from a PFIC in a taxable year that are greater than 125% of the PFIC’s average
annual distributions during the shorter of the three preceding taxable years or the U.S. Taxable Shareholder’s
holding period for the PFIC shares.
Under these special tax rules, (i) the excess distribution or gain will be allocated over the U.S. Taxable Shareholder’s
holding period for its interest in the PFIC, (ii) the amount allocated to the current taxable year will be subject to tax
as ordinary income, and (iii) the amount allocated to each other year will be subject to tax at the highest tax rate

in effect for that year, and an interest charge (at the rate generally applicable to underpayments of tax due in such
year) will be imposed on the tax attributable to each such year. The U.S. Taxable Shareholder will not be eligible
for the preferential individual U.S. Tax rates on “qualified dividend income” with respect to PFIC distributions. In
addition, a U.S. Taxable Shareholder will be required to file additional information with the IRS in respect of its
interest in the PFIC.
An election (a “QEF Election”) can be made by a U.S. Taxable Shareholder that would avoid the treatment of excess
distributions and gains described above. If a timely QEF election is made by a U.S. Taxable Shareholder, the U.S.
Taxable Shareholder generally will be required in each taxable year to take into account: (i) its pro rata share of the
PFIC’s ordinary earnings as ordinary income; and (ii) its pro rata share of the PFIC’s net capital gain as long-term
capital gain, in each case, whether or not such amounts are distributed by the PFIC to the U.S. Taxable Shareholder.
SFRE will provide any requesting U.S. Taxable Shareholders with “PFIC Annual Information Statements” to enable
such U.S. Taxable Shareholders to make and maintain QEF Elections with respect to SFRE and will also use
commercially reasonable efforts (i) to determine whether any Investee SFI is a PFIC, and if so, (ii) to provide such
U.S. Shareholders with “PFIC Annual Information Statements” to enable such U.S. Taxable Shareholders to make and
maintain QEF Elections with respect to such Investee SFI, provided that if any expense arises out of such request
such expense shall be carried by the requesting U.S. Taxable Shareholder. No assurances can be provided, however,
that SFRE will be able to obtain the information necessary to determine whether any Investee SFI is a PFIC, or to
provide requesting U.S. Shareholders with “PFIC Annual Information Statements” with respect to such Investee SFI.
Special rules apply to U.S. Persons who own, directly or indirectly and applying certain attribution rules, 10% or
more of the total combined voting power of all classes of stock of a non-U.S. corporation that is a “controlled
foreign corporation” (a “CFC”). A non-U.S. corporation generally will be a CFC if U.S. Shareholders collectively own
more than 50% of the total combined voting power or total value of the corporation’s stock during any taxable
year. U.S. Shareholders of a CFC are required to include in taxable income (as a deemed dividend) for U.S. Tax
purposes the U.S. Shareholders’ allocable share of the “subpart F income” of the CFC. Among other items, and
subject to certain exceptions, “subpart F income” includes dividends, interest, gains from the sale of securities and
income from certain transactions with related parties. If SFRE is a CFC, any amounts so included in the taxable
income of a U.S. Taxable Shareholder that is treated as a U.S. Shareholder of SFRE will decrease the amount of
taxable gain (or increase the amount of tax loss) recognised by the U.S. Taxable Shareholder on a sale or other
disposition by the U.S. Taxable Shareholder of its Shares in SFRE. In addition, any gain realised by the U.S. Taxable
Shareholder upon disposition of Shares in SFRE may be required to be treated as ordinary income. If SFRE is treated
as a CFC with respect to a U.S. Taxable Shareholder, it will not be treated as a PFIC with respect to the U.S. Taxable
Shareholder.
9.6 Certain Reporting Requirements for U.S. Shareholders
Any U.S. Person owning 10% or more (taking certain attribution rules into account) of either the total combined
voting power or total value of all classes of the shares of a non-U.S. corporation such as SFRE will likely be required
to file an information return with the IRS containing certain disclosure concerning the filing shareholder, other
shareholders and the corporation. In addition, a U.S. Person that transfers cash to a non-U.S. corporation will
likely be required to report the transfer to the IRS if (i) immediately after the transfer, such U.S. Person holds
(directly, indirectly or by attribution) at least 10% of the total voting power or total value of such corporation or
(ii) the amount of cash transferred by such U.S. Person (or any related person) to such corporation during the
twelve-month period ending on the date of the transfer exceeds USD 100,000.
Furthermore, certain U.S. Shareholders may have to file IRS Form 8886 (“Reportable Transaction Disclosure
Statement”) with their U.S. Tax return, and submit a copy of Form 8886 with the Office of Tax Shelter Analysis of
the IRS if SFRE engages in certain “reportable transactions”. Under certain circumstances, the IRS may designate a
transaction as a reportable transaction after the close of the year in which SFRE participated in the transaction, in
which case the reporting U.S. Shareholder may have to file Form 8886 with respect to that transaction 90 days after
the Service makes the designation. U.S. Shareholders required to file this report include (i) a U.S. Shareholder if SFRE
is treated as a CFC and such U.S. Shareholder is a U.S. Shareholder with respect to SFRE, and (ii) a U.S. Shareholder
that holds a 10% or greater interest in a non-U.S. corporation that is a PFIC and that has made a QEF election with
respect to the PFIC. In certain situations, there may also be a requirement that a list be maintained of persons

participating in such reportable transactions, which could be made available to the IRS at its request. Moreover, if
a U.S. Shareholder recognises a loss upon a disposition of Shares in SFRE, such loss could constitute a “reportable
transaction” for such U.S. Shareholder, and such U.S. Shareholder would be required to file Form 8886. A significant
penalty is imposed on taxpayers who fail to make the required disclosure. The penalty is generally USD 10,000 for
natural persons and USD 50,000 for other persons (increased to USD 100,000 and USD 200,000, respectively, if the
reportable transaction is a “listed” transaction).
In addition, U.S. Shareholders may be subject to substantial penalties if they fail to comply with certain other
special information reporting requirements with respect to their investment in SFRE. Potential U.S. Shareholders
should consult their own tax advisors regarding such reporting requirements.
9.7 Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related
financial intermediaries generally are subject to information reporting and may be subject to backup withholding
unless (i) the recipient establishes that it is an exempt recipient, or (ii) in the case of backup withholding,
the recipient provides a correct taxpayer identification number and certifies that it is not subject to backup
withholding. A Non-U.S. Shareholder generally will establish itself as an exempt recipient by providing a properly
completed and executed IRS Form W-8.
The amount of any backup withholding from a payment to a Shareholder will be allowed as a credit against the
Shareholder’s U.S. Tax liability and may entitle the Shareholder to a refund, provided that the required information
is timely furnished to the IRS.
9.8 Foreign Account Tax Compliance
The Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act (commonly
known as “FATCA”) generally impose a new reporting regime and potentially a 30% withholding tax with respect
to (i) 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 (“Withholdable Payments”) and (ii) a
portion of certain non-U.S. source payments from non-U.S. entities that have entered into FFI Agreements (as
defined below) to the extent attributable to Withholdable Payments (“Passthru Payments”). As a general matter,
the new rules are designed to require U.S. Persons’ direct and indirect ownership of non-U.S. accounts and non-US
entities to be reported to the IRS. The 30% withholding tax regime applies if there is a failure to provide required
information regarding U.S. ownership.
Generally, the new rules will subject all Withholdable Payments and Passthru Payments received by SFRE to
30% withholding tax (including the share that is allocable to Non-U.S. Shareholders) unless SFRE enters into an
agreement with the IRS (a “FFI Agreement”) or complies with the terms of an applicable intergovernmental
agreement (an “IGA”). Under an FFI Agreement or an applicable IGA, SFRE generally will be required to provide
information, representations and waivers of non-U.S. law as may be required to comply with the provisions of the
new rules, including, information regarding its direct and indirect U.S. accountholders.
The governments of Luxembourg and the United States have entered into an IGA regarding FATCA. Provided
SFRE adheres to any applicable terms of the IGA, SFRE would not be subject to withholding or generally required
to withhold amounts on payments it makes under FATCA. Additionally, SFRE will not have to enter into an FFI
agreement with the IRS and instead is required to obtain information regarding accountholders and report such
information to the Luxembourg government, which, in turn, would report such information to the IRS.
Each prospective Shareholder should consult its own tax advisor regarding the requirements under FATCA with
respect to its own situation.

10. Risk factors and regulatory disclosures
10.1 Risk Factors
Prior to making any investment decision, prospective investors should consider carefully all of the information set
forth in the Offering Memorandum and in the Articles and, in particular, the risks factors and investment consider-
ations below.
Prospective investors should be aware that an investment in SFRE involves a high degree of risk and should only be
undertaken by investors who are capable of evaluating the risks of such an investment and of bearing those risks.
An investment in SFRE requires a long term commitment with no certainty of return. There can be no assurance
that the investment strategy or any of the Compartment’s investment policies will be achieved or that an Investor
will receive a return on its paid-in amounts. The possibility of partial or total loss of paid-in amounts exists and
prospective investors should not proceed with an investment in any of the Compartments unless they can readily
bear the consequences of such loss.
The following list is not a complete list of all risks involved in connection with an investment in SFRE. Prospective
investors must rely upon their own examination and evaluation of SFRE and their ability to understand the nature
of an investment, including the risks involved in making such a decision to invest in SFRE independently without
reliance on the Board, the AIFM or its directors, managers, officers, employees, agents, professional advisors or any
of their Affiliates.
Investment Strategy and Target Return
SFRE will make investments based on the AIFM’s or, where the portfolio management has been delegated to
a Portfolio Manager, the relevant Portfolio Manager’s estimates or projections of returns. Shareholders have no
assurance that actual returns will equal or exceed the stated targeted return to the Shareholders of each respective
Compartment.
SFRE, in seeking to achieve the projected respective returns for each Compartment, expects to invest in a variety
of assets. Investments with individual expected returns that are less than the respective target return may be made
when this is deemed appropriate in light of the existing or future investments of the respective Compartment, for
instance in order to ensure a diversification of risk for the Compartment as a whole. Accordingly, for the avoidance
of doubt, the statement of any Compartment’s target return does not oblige, and is not a representation, that the
Portfolio Manager will only make investments whose individual expected returns are in excess of the target return.
It should be remembered that the NAV per Share can go down as well as up. The Board and the AIFM or any
advisor thereto can give no guarantee as to future performance of, or future return from, any Compartment. An
Investor may not get back the entire amount it has invested, or indeed any amount at all.
Operating History
SFRE commenced operations in 2014, accordingly, has relatively limited operating history upon which prospective
investors may evaluate its likely performance. Past performance of the Directors, the members of the Investment
Committee, the GABV or its members, the AIFM or a Portfolio Manager is not indicative of the performance of SFRE.
Financial Services Industry Risk
Each Compartment will primarily or solely invest in companies in the financial services industry and as such its
performance will be vulnerable to events affecting that industry. Financial services companies are all subject to
extensive regulation, rapid business changes, volatile performance dependent upon the availability and cost of
capital and prevailing interest rates and significant competition. General economic conditions significantly affect
these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties
have a potentially adverse effect on companies in this industry.

Difficulty of Sourcing and Securing Suitable Investments
There is no assurance that the AIFM or a relevant Portfolio Manager, where applicable, will be able to locate and
complete investments that satisfy the Compartment’s target returns or realise upon their values or that it will be
able to fully invest its available capital.
Furthermore, there is no assurance that all investments correctly meet the specifications of the Investment
Scorecard or that if such investments initially meet the threshold for investment, that subsequent declines in
performance may not cause the investment’s failure to meet the specifications at all times in the future.
Investments with Third Parties
SFRE may co-invest with third parties through partnerships, joint ventures or other entities. In such circumstances,
SFRE may not have full control over its interest in certain investments. The risks inherent in connection with
third party involvement in an investment include the possibility that a third party partner or investor may not
be financially able to continue an investment or default on an investment resulting in a negative impact on the
investment may have economic or business interests or goals which are inconsistent with those of SFRE or may be
in a position to take action contrary to SFRE’s investment strategy.
Scale
The long-term cost structure of a Compartment may rely on reaching a certain Compartment size over time.
However, it is not guaranteed that such envisaged size can be achieved and relative expense levels can
consequently be higher than originally envisaged.
Minority Investments by SFRE
A Compartment is likely in most cases to assume minority positions in an SFI and will hence depend on the SFI’s
management to operate the respective institution on a day-to-day basis. There can be no assurance that the
management teams will operate the SFI in accordance with the Compartment’s expectations.
Dilution from Subsequent Closings
Investors subscribing for interests at closings subsequent to a Compartment’s Initial Closing will participate in
existing investments of the relevant Compartment, thereby diluting the interests of existing Investors in such
Compartment. Although such Investors will generally invest at prevailing NAV per Share, there can be no assurance
that the resulting payment will reflect the actual fair value of the Compartment’s assets.
Consequences of Default
If applicable in respect of a given Compartment, if an Investor fails to fund any of its Commitment when required,
such Investor’s interest in SFRE and its investments may be considerably impacted and even be forfeited. To
the extent that one or more Investors do not honour their Commitments, SFRE may make Drawdowns on the
remaining Investors based on their Commitments earlier than it otherwise would have. Should an Investor default
or fail to make a timely payment to SFRE in respect of its Commitment as called, SFRE may lose investment
opportunities that would otherwise be available if SFRE had the anticipated Investor monies on hand. In addition,
SFRE may incur substantial costs and liabilities in connection with failing to meet its contractual obligations, for
example, by defaulting on an obligation to acquire an asset, by failing to make payments on any indebtedness
of SFRE in connection with the financing of an asset or by failing to pay certain costs and expenses of SFRE in
connection with the conduct of its business. In addition to general liability for the non-defaulting party’s damages
and potential forfeitures of SFRE’s assets, SFRE may be exposed to substantial legal expenses in connection with
such default. The receipt of significantly less capital than anticipated may also affect the ability of SFRE to meet its
diversification objectives or cause SFRE to default under Commitments to purchase investments.

Reliance on the AIFM and a Portfolio Manager, if applicable
The success of SFRE depends significantly on the efforts and abilities of the AIFM and the Portfolio Manager(s),
as the case may be, to evaluate investment opportunities. Although the AIFM and the Portfolio Manager(s)
are expected to devote all efforts as reasonably required to implement the objectives of SFRE, there can be
no guarantees that suitable investments will be successful. Prior performance of the AIFM and the Portfolio
Manager(s) is not necessarily indicative of future results.
Organisational Risks
Loss of key personnel, especially with the AIFM, could have an adverse effect on SFRE’s ability to maintain its
investments plans and strategy.
Conflicts of Interest
Different Triodos group entities (including other funds managed by Triodos Investment Management or Affiliates)
are or may potentially be involved as debt and/or equity providers to an Investee SFI. This could create a conflict of
interest and the management of such conflicts of interest may result, for example, in SFRE being precluded from
being involved in a potential investment. In addition, the capital raising of SFRE may be influenced by the capital
raising of other funds managed by Triodos Investment Management or Affiliates.
The AIFM has a policy in place on confidential information and conflicts of interest and has further a conflict policy
in place for SFRE as further described in section 10.2.
Limited Liquidity and Limited Transferability of Shares
Where relevant in respect of a Compartment, a liquidity reserve may be established and maintained to provide
Investors with liquidity to redeem their shareholding. A Compartment’s liquidity reserve may however not be
sufficient to permit all Investors to redeem their Shares upon request. Furthermore, the Board may in its sole
discretion limit or suspend redemptions in certain circumstances including in cases when the NAV calculation
is suspended. Redemption requests may be subject to a significant penalty if such requests are made during a
restricted redemption period.
No public market for the Shares is expected to develop. Transfer of Shares and Uncalled Commitments are limited
to other Eligible Investors and such transfer will be subject to the prior written consent of the Board, which
consent shall not be unreasonably withheld.
Notwithstanding any provision of the Offering Memorandum or the Articles to the contrary, it is intended that
issues, transfers, withdrawals and redemptions of each Class of Shares of any Compartment, will be restricted so
that at all times Benefit Plan Investors not own 25% or more of any Class of Shares of any Compartment, excluding
interests held by Controlling Persons, as determined in accordance with applicable provisions of the Plan Assets
Regulation.
Prospective investors will be required to make representations and provide information as to whether they are, or
are not and will not be, a Benefit Plan Investor or Controlling Person. In addition, each Investor that represents that
it is a Benefit Plan Investor will be required to make additional representations, including that its purchase thereof
will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, for
which an exemption is not available.
Concentration
In the normal course of making investments on behalf of a Compartment, the AIFM or the relevant Portfolio
Manager, as the case may be, will attempt to diversify its investments in compliance with the applicable
investment restrictions. Based on such criteria and limitations, the AIFM or the Portfolio Manager will be able
to invest a certain percentage in any single SFI Investee and a certain percentage in SFI Investees in any single

country, leading to the possibility that certain SFI Investees or economies of a single country may influence
returns.
Furthermore, to the extent that the capital raised for a particular Compartment is less than the targeted amount
or less investment opportunities than expected may crystallise or be approved by the respective Investment
Committee, a Compartment may invest in fewer Investee SFIs than initially envisaged and thus be less diversified.
Also, a Compartment may invest in particular types of financial institutions that may be adversely affected as a
sector implying that a downturn in this specific sector may affect the relevant Compartment in a more substantial
way than it would for a more diversified fund.
Lack of Management Rights
Investors will not be permitted to take part in the management of the business of SFRE or the underlying assets.
Accordingly, Investors will have no opportunity to control the day-to-day operation, including investment and
disposal decisions of SFRE.
The AIFM or the Portfolio Manager, as per delegation by the AIFM, and subject to a favourable recommendation by
the respective Investment Committee, if applicable, will have sole and absolute discretion in sourcing, structuring,
negotiating and purchasing, financing and eventually divesting investments on behalf of SFRE. Consequently,
the Investors will generally not be able to evaluate for themselves the merits of particular investments prior to
SFRE’s making such investments. Investors will not be able to approve specific assets prior to investing or make
investment decisions on behalf of SFRE.
SFRE’s policies are determined between the AIFM and the Board. To the extent permitted by SFRE’s legal documen-
tation, these policies may be changed from time to time without a vote of the Investors of SFRE. Any such changes
could be detrimental to the Investors’ interests in SFRE.
Investors’ Rights – Nominee Risk
The Investors’ attention is drawn to the fact that any Investor will only be able to fully exercise its investor rights
directly against SFRE, notably the right to participate in general meetings of Shareholders, if the Investor is
registered itself and in its own name in the Shareholders’ register of SFRE. In cases where an Investor invests in SFRE
through an intermediary investing into SFRE in its own name but on behalf of the Investor, it may not always be
possible for the Investor to exercise certain Shareholder rights directly against SFRE. Investors are advised to take
advice on their rights.
Valuation Risk
Some of a Compartment’s investments might inherently be difficult to value. Due to the nature of its assets and
the fact that there may often be no readily available market for SFRE’s investments, the AIFM may often not be
able to place a precise value on investments and therefore may need to estimate values, which will by necessity
involve subjectivity. As a result, valuations may be subject to substantial uncertainty. There can be no certainty
regarding the future performance of assets. There is no assurance that the estimates resulting from the valuation
process will reflect the actual sale price even where such sales occur shortly after the Valuation Day. The value
of the investments and the value of an Investor’s interest in SFRE can go down as well as up. A valuation is not a
guarantee of a realisable price.
From time to time, certain situations affecting the valuation of a Compartment’s assets (such as limited liquidity,
unavailability or unreliability of investee valuations and acts or omissions of service providers to SFRE or a
Compartment, as the case may be) could have an impact on NAV, and prior judgments as to the appropriate
valuation of an asset could later prove to be incorrect. SFRE is not required to make retroactive adjustments based
on subsequent valuation data.

Foreign Currency and Exchange Rate Risks
SFRE may invest in a variety of currencies and any fluctuation between any such currency and one or more
Reference Currencies will be a risk for the relevant Compartment and its Investors.
Where applicable in respect of a Compartment, SFRE or the AIFM may, at their discretion, hedge the exposure to
such currency fluctuations between that currency and the relevant Reference Currencies. While such transactions
may reduce certain risks, such transactions themselves may entail certain other risks. While a Compartment may
benefit from the use of these hedging mechanisms, unanticipated changes in currency exchange or interest
rates may result in a poorer overall performance for a Compartment than if it had not entered into such hedging
transactions.
In addition, restrictions imposed in the countries where a Compartment makes investments to prevent capital
flight may make it difficult or impossible to exchange or repatriate foreign currency. Also, a Compartment may
incur costs in connection with conversions between various currencies.
Similarly, any currency fluctuation between the Reference Currency in which an Investor is invested and any other
currency for those Investors whose functional currency is not the relevant Reference Currency will be a risk for
such investors.
General Taxation Risk
The attention of prospective investors is drawn to the taxation section associated with investing in SFRE. The tax
rules, including stamp duty, stamp duty land tax, VAT and withholding tax provisions and their interpretation
relating to an investment in SFRE, or SFRE’s investments, may change during the life of SFRE, which may have an
adverse effect on SFRE or any Compartment’s investments.
Prospective investors should seek their own advice on the taxation consequences of an investment in SFRE.
Neither SFRE, the AIFM or its directors, managers, officers, employees, professional advisers or their Affiliates take
any responsibility for any advice with respect to any prospective investor’s own tax position.
Leverage and Financing Risk
Compartments may borrow money in order to make investments, pay expenses or for working capital purposes
within the limitation as set out in the Special Section for each Compartment. Accordingly, such a Compartment
may pledge its assets to banks or other financial institutions as security for borrowings made by the Compartment
as well as enter into one or more commitment liquidity facilities whereby Uncalled Commitments are pledged as
collateral for said borrowing.
A Compartment’s failure to comply with the terms and conditions of the related credit agreement may cause an
event of default under such agreement, which could permit the lenders to refuse to fund additional loans and/or
foreclose on the collateral in which the lenders have a security interest, and there can be no assurance that it will
be able to obtain a replacement credit facility or that, if one is obtained, it will be able to make timely borrowings
to acquire assets or to fund working capital advances or that borrowings, when made, will be under terms
advantageous to it.
The amount of borrowings and other forms of leverage which a Compartment may have outstanding at any
time may be substantial in relation to its capital. Therefore, while leverage presents opportunities for increasing
a Compartment’s total return or facilitating is operations, it has the effect of potentially increasing losses as well.
Accordingly, any event which adversely affects the value of an investment by a Compartment would be magnified
to the extent such Compartment is leveraged. The cumulative effect of the use of leverage by a Compartment
in a market that moves adversely to such Compartment’s investments could result in a substantial loss to that
Compartment which would be greater than if such Compartment were not leveraged.

Country Risk
Compartments will invest in countries classified as transition or developing countries. These countries can be
subject to high political risks, they may be in an economic recession with sometimes high and quickly fluctuating
inflation rates, with an often poorly developed framework and where standards for auditing and reporting may
not be in line with internationally accepted standards. In these countries, foreign investments may be subject to
restrictions and controls of varying degrees. This may increase the costs of the investments. It may also delay or
restrict investments or repatriation of capital after an investment has been made. In some countries, it may be
challenging in obtaining or enforcing a court judgment.
A reliable assessment of an Investee SFI on the basis of the Investment Scorecard depends on the accuracy,
completeness and truthfulness of the information provided by such individual Investee SFIs.
Risk relating to Realisation of Equity Investments
A Compartment’s equity and equity-like investments will in principle be junior in right of repayment to indebt-
edness and other liabilities of the respective Investee SFI. The ability of a Compartment to realise a return or reduce
losses on any such equity investment will be dependent on the Compartment’s success in finding an opportunity
to sell that investment. Compartments’ investments where equity will most likely be comprised of unlisted equity
securities and the opportunities to sell such securities can be rare.
Risk relating to Repayment of Debt Investments
A Compartment may invest in debt instruments. With respect to such investments, the respective Compartment’s
ability to realise a return will depend on such debt instruments being serviced and repaid. Additionally, such
debt instruments may not be secured by any collateral, liens on assets or other guarantees or security and, if
subordinated debt instruments, will most likely be ranked junior in right of repayment with other indebtedness
and/or liabilities of the Investee SFI in which such investment is made.
In some jurisdictions, unsecured indebtedness resulting from tax, labour or other similar claims have priority
under law and this priority cannot be overcome. Debt instruments in which SFRE may invest may not comprise
the majority or a substantial amount, by aggregate value, of an Investee SFI’s outstanding indebtedness and,
consequently, SFRE may have limited leverage over such Investee SFI to enforce repayment and other terms of
such debt instruments in the event of a failure of such Investee SFI to make principal and interest payments on
such debt instruments.
Segregated Liability between Compartments
While the provisions of the Law of 13 February 2007 provide for segregated liability between Compartments, these
provisions have yet to be tested in foreign courts, in particular, in satisfying local creditors’ claims. Accordingly, it is
not free from doubt that the assets of any Compartment may be exposed to the liabilities of other Compartments.
Impact of Governmental Regulation and Legislative Changes
Governmental authorities at all levels (including on a national and EU basis) are actively involved in the promul-
gation and enforcement of regulations relating to taxation, land use, zoning, planning restrictions, environmental
protection and safety and other matters. The institution and enforcement of such regulations could have the effect
of increasing the expense and lowering the income or rate of return from, as well as adversely affecting the value
of, SFRE’s assets.
Any legislation and its interpretation, and the legal and regulatory regimes which apply in relation to SFRE and/or
an investment in SFRE may change during the life of SFRE. Accounting practice may also change, which may affect,
in particular, the manner in which SFRE’s investments are valued and/or the way in which income or capital gains
are recognised and/or allocated by SFRE.

Indemnification
The Indemnified Parties generally will not be held liable with respect to its actions or inactions unless they
constitute fraud, wilful misconduct, gross negligence or reckless disregard of duties.
SFRE will be required to indemnify the Indemnified Parties for liabilities incurred in connection with the affairs of
SFRE. The indemnification obligation of SFRE would be payable from the assets of SFRE, including Commitments.
Forward-looking Statements
The Offering Memorandum contains forward-looking statements. These forward-looking statements reflect
the AIFM’s or others’ views with respect to future events. Actual events could differ materially from those in the
forward-looking statements. Investors are cautioned not to place undue reliance on such statements.
Confidential Information
Directors, members of an Investment Committee, the GABV, the AIFM or the Placement Agent may receive certain
confidential client information in the normal course of their business. Such confidential information would not
ordinarily be available to them in connection with SFRE’s business. However, the possession of such information
may preclude SFRE from engaging in certain transactions or impose restrictions on certain transactions.
Disclosure of Identity
The AIFM and SFRE may be required by law, regulation or government authority to disclose information in respect
of the identity of the Investors, including beneficial investors in an Investor.
Money Laundering
The AIFM and SFRE may be required by law, regulation or government authority to suspend the account of an
investor or take other anti-money laundering steps.
Tax Liability
Investors may have additional tax liabilities in their country of citizenship or residence or may be entitled to
additional tax relief in that country. This could have the effect of increasing or decreasing the post-tax return on
their investment in SFRE. Under applicable tax laws, investors may be required to take into account their allocable
share of SFRE’s items of income, gain, loss, deduction and credit, without regard to whether they have received
or will receive any distributions from SFRE. There can be no assurance that SFRE will have sufficient cash flow
to permit it to make distributions in the amount necessary to pay all tax liabilities resulting from an investor’s
ownership of interests in SFRE. Accordingly, an investor’s tax liability for any taxable year associated with an
investment in SFRE may exceed (and perhaps to a substantial extent) the cash distribution to that investor during
the taxable year.
Taxation in Other Jurisdictions
SFRE may be subject to income or other tax in the jurisdictions in which investments are made and withholding
tax or branch tax may be imposed on earnings of SFRE from investments in such jurisdictions. In addition, tax
incurred in foreign jurisdictions by SFRE or vehicles through which it invests may not be creditable to or deductible
by the Investors in their respective jurisdictions.
Changes in Tax Law
Changes in applicable law or interpretations of such law may adversely affect SFRE’s ability to efficiently realise
income or capital gains. To the extent possible, SFRE will structure its investments and activities to minimise its

tax liability; however, there can be no assurance that SFRE will be able to eliminate its tax liability or reduce it to a
specified level.
10.2 Regulatory Disclosures
Conflicts of Interest
Level of the Board. As per the provisions of the Law of 10 August 1915, any Director having an interest in a
transaction or any other matter submitted for approval to the Board conflicting with that of SFRE shall be obliged
to advise the Board thereof and to cause a record of his statement to be included in the minutes of the meeting.
He may not take part in these deliberations or cast a vote.
At the next following general meeting of Shareholders, before any other resolution is put to vote, a special report
shall be made on any transactions in which any of the Directors may have had an interest conflicting with that of
SFRE.
The preceding paragraphs shall not apply where the decision of the Board relates to current operations entered
into under normal conditions.
General. The AIFM has established a conflicts of interest policy for SFRE that will apply to SFRE and its key
representatives including, but not limited to, the Board, the AIFM, any Portfolio Manager, any Investment
Committee, the Placement Agent, the Depositary and the Administrator.
Any conflict of interests shall be resolved in the best interest of the Investors.
The representatives of SFRE and the AIFM as well as their key service providers must always:
1. act in the best interests of the investors of SFRE and/or the respective Compartments;
2. use their best endeavours to avoid and/or appropriately address any conflict between their individual
interests and the interests of the investors of SFRE and/or the respective Compartments; and
3. use their best endeavours to avoid and/or appropriately address any conflict between the interests of their
other clients and the interests of the investors of SFRE and/or the respective Compartments.
The escalation process for any conflicts of interest is set out in the conflict of interest policy of the AIFM for SFRE.
This policy is available to Investors of SFRE upon request at the registered office of the AIFM or by post or email.
The AIFM shall maintain a conflict register in accordance with the AIFM Law. If the organisational arrangements
made by the AIFM to identify, prevent, manage and monitor conflicts of interests are not sufficient to ensure, with
reasonable confidence, that risks of damage to the interests of Investors in SFRE shall be prevented, then the AIFM
must clearly disclose the general nature or sources of conflicts of interests to these Investors before undertaking
business on their behalf.
Such disclosure by the AIFM shall be made in accordance with the provisions of Article 36 of the European
Commission Delegated Regulation (EU) N° 231/2013, dated 19 December 2012.
Best Execution
The AIFM and each Portfolio Manager, as the case may be, act in the best interests of SFRE when executing
investment decisions. For that purpose it takes all reasonable steps to obtain the best possible result for SFRE,
taking into account price, costs, speed, likelihood of execution and settlement, order size and nature, or any other
consideration relevant to the execution of the order (best execution).

Remuneration
The AIFM has established a remuneration policy which shall be applicable to all identified staff members as
specified in the AIFM Regulation and the ESMA Guidelines 2013/201. Any relevant disclosures shall be made in the
financial statements, if applicable, in accordance with the AIFM Law.
11. Restrictions on solicitations and resale
Subscription for Shares may only be effected on the basis of the Offering Memorandum and the Articles in their final
version as approved by the Luxembourg supervisory authority.
Without limitation to the following, the Offering Memorandum does not constitute an offer to sell to, or a solicitation
of an offer to subscribe from, anyone in any country or jurisdiction (i) in which such an offer or solicitation is not
authorised, (ii) in which any person making such offer or solicitation is not qualified to do so or (iii) in which any such
offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public
offer of Shares in any country or jurisdiction where any such action for that purpose is required. accordingly, shares
may not be offered or sold, directly or indirectly, and neither the Offering Memorandum nor any other information,
form of application, advertisement or other document may be distributed or published in any country or jurisdiction
except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession the Offering Memorandum comes must inform themselves about and observe any legal restrictions affecting
any subscription of Shares. Neither SFRE nor the AIFM is making any representation or warranty to any prospective
investor regarding the legality of an investment in SFRE by such person under appropriate securities or similar laws.

Special section
The information contained in this Special Section is supplemental to that provided in the General Section and should always
be read together with the General Section of this Offering Memorandum. This Special Section provides for all additional terms
governing each Class of Shares in each Compartment offered by SFRE.
At the date of this Offering Memorandum, SFRE offers Shares for subscription in the following Compartment(s):
– Sustainability – Finance – Real Economies SICAV-SIF – 1/2014 (the “First Compartment”)
Definitions used solely for the purpose of a Compartment are self-contained.

Sustainability – Finance – Real Economies SICAV-SIF – 1/2014
1. Investments
1.1 Value Proposition
The Board believes that an investment in the First Compartment offers its Shareholders the following benefits:
(i) Access to a Pool of SFIs: This pool will include institutions where direct investment may be difficult to access
without significant transaction costs or institutions that investors may not have access to at all as most deals
will be privately sourced;
(ii) Geographic Diversification: Providing global diversification and a range of underlying growth expectations
associated with the macro-economic drivers of the markets / economies where investments are made;
(iii) Institutional Diversification: Including SFIs with diverse legal structures (e.g. cooperatives, credit unions,
joint stock companies, etc.);
(iv) Portfolio Diversification: The First Compartment expects to generate stable returns with limited
volatility, which, as they are generated by financial institutions with diverse business models, could
provide Shareholders that have investment exposure to large financial institutions or financial institutions
with homogeneous business models with some diversification in their portfolio of financial institution
investments;
(v) Participation in Growing Pool of SFIs: Allowing Shareholders an early entry to a growing category of
well-performing, SFIs;
(vi) Promotion of the Growth of Sustainable Banking Practices: Indirect participation in the promotion of
sustainable banking practices via the support of financial institutions which apply them; and
(vii) Sustainability Results: Non-financial participation in the social and environmental sustainability results of the
operations of the SFIs in which investments are made, together with regular reporting on such results.
1.2 Investment Strategy
The First Compartment’s strategy is to invest globally into high-quality SFIs which (i) fit within the Investment
Criteria and Investment Restrictions and (ii) achieve at the outset the Minimum Score (as defined below under
section 1.3 of the Special Section) established for investment eligibility and measured by the Investment
Scorecard. Investments will be made into the Tier 1 and Tier 2 capital of such SFIs, as defined under Basel III or by
local regulators.
In adopting this strategy and thus providing long-term and patient investment capital, SFRE intends to provide
support to the growth of SFIs and their sustainable banking practices and thus to contribute to the promotion of
their value proposition as described above.
Investments are not limited to SFIs that are GABV members. Instead, eligibility for the First Compartment
investment will be assessed by the AIFM on the basis of the Investment Scorecard that has been developed by the
GABV to assess banking sustainability. Each potential Investee SFI will need to meet the Minimum Score on the
Investment Scorecard reflecting adherence to the Principles of Sustainable Banking to be eligible for investment
by the First Compartment. Once an investment has been made, Investee SFIs will be annually re-assessed on their
Investment Scorecard performance.
In addition to the Investment Scorecard assessment, a potential Investee SFI will be selected based on an
assessment of operational and financial performance, in line with the financial return objectives of SFRE, based on
‘traditional’ in-depth due diligence of quantitative and qualitative factors and historical performance.
The First Compartment will typically target minority stakes (up to 20%) in its Investee SFIs and expects to act
as a supportive shareholder without necessarily seeking a substantive role in governance. Notwithstanding

this, the First Compartment expects to have regular dialogue with Investee SFIs, including as part of an annual
reassessment of the Investment Scorecard, as applicable.
Financial returns of the First Compartment are expected to arise out of current distributions from Investee SFIs
(e.g. dividends, coupons), combined with growth in the underlying asset value of the Investee SFIs. The First
Compartment expects to provide reasonable, stable returns and will actively seek to demonstrate relatively low
volatility in the pattern of such returns.
As noted above, SFRE’s objective is to support its Investee SFIs in the long term and this objective was the principal
reason for setting SFRE up as a permanent vehicle. The First Compartment has similarly been set up with perpetual
life. This means that the First Compartment will not be under pressure to pursue exits from Investee SFIs because
of the approaching maturity of a closed-end fund or similar characteristic of an alternative structure. Exits may
occur in the normal course of business, where strategically valid, or, amongst other reasons, where Investee SFIs
score insufficiently in their annual Investment Scorecard assessment or financial performance is unsatisfactory.
1.3 Investment Scorecard
The Investment Scorecard has been developed by the GABV as a framework for evaluating key drivers of
excellence in values-based banking and sustainable finance. The development of the Investment Scorecard used
information from GABV members and its research comparing the financial profiles of these members with the
largest banks in the world.
As part of the investment process, the AIFM will evaluate each potential Investee SFI using the Investment
Scorecard and will review the assessment at least annually once an investment has been made. The minimum
score (on a 100 point scale) required for consideration of an investment by SFRE shall be set from time to time by
the Board, based on input from the AIFM and the Investment Committee (the “Minimum Score”).
The Investment Scorecard is the property of the GABV and will be licensed, together with any enhancements,
to SFRE by the GABV for a sum of USD 25,000 per annum, which includes general support to the AIFM in the
effective application of the Investment Scorecard. The GABV has waived the license fee for 2015. The GABV will
be responsible for the maintenance of the Investment Scorecard in terms of incorporating advances in scoring
methodologies. It is anticipated that SFRE will be actively involved with the GABV on the ongoing enhancement of
the Investment Scorecard.
The Investment Scorecard includes:
a) basic requirements including, among other criteria, details on the SFI’s regulatory status, verification that
the SFI accepts deposits and makes loans, acceptability of reporting transparency, and mission or strategy
statements that include references to delivering returns beyond strictly financial results;
b) objective measures including evaluation of quantitative factors derived from financial statements or other
data sources provided by the SFI which are relevant to the Principles of Sustainable Banking, measured
against standards (some of which will be linked to the GABV research) to derive a base score; and
c) qualitative elements including evidence related to the SFI’s commitment to and performance in accordance
with the Principles of Sustainable Banking, based on an analysis of the SFI’s policies and procedures and
demonstrated concrete results in the SFI’s operations.
The AIFM will be responsible for determining the final score for an individual Investee SFI, including
adjustment of the base score as appropriate for relevant qualitative elements.
1.4 Investment Criteria and Investment Restrictions
The First Compartment will invest in adherence with the following criteria (the “Investment Criteria”):
(i) Investee Type: An Investee SFI must be a financial institution (private bank, cooperative, credit union or any
other type of regulated institution whose principal activity is the provision of finance to retail and corporate

customers through accounts and where an investment participation is possible) or a holding company of
such financial institution(s);
(ii) Regulation: An Investee SFI must be regulated in its local market by the banking or other relevant supervisor
of financial institutions of its type;
(iii) Investment Instrument: Investment instruments must qualify as Tier 1 or Tier 2 capital as defined under
Basel Capital Accord5 regulation, as locally interpreted by regulators in the relevant investment jurisdiction,
or, where Basel III does not apply in a jurisdiction, as defined by the local regulator (together “Eligible SFI
Investments”);
(iv) Sustainability Score: Investee SFIs must obtain a minimum score established by the Board on the Investment
Scorecard as assessed by the AIFM in order to qualify for investment. Post-investment the score will be
re-appraised on an annual basis; the achievement of the Minimum Score on a continuing basis is a condition
for continued investment;
(v) Financial Track Record and Prospects: Investee SFIs must have at least three (3) years of audited financial
statements and must be able to demonstrate an ability to grow profitably in the future.
The First Compartment aims to diversify its portfolio of Investee SFIs and will therefore restrict its activities as
follows (the “Investment Restrictions”):
(i) SFI Concentration Limit: No single Investee SFI shall constitute more than fifteen percent (15%) of the First
Compartment’s total assets calculated on the basis of NAV of all Investee SFI portfolio assets plus current
value of cash and cash equivalents and liquid investments after 31 December 2020, provided further that
investments in Investee SFIs as part of the Liquidity Portfolio (as defined in Section 2.7 of the Special Section)
will be taken into account for the basis of any concentration limit;
(ii) Country Concentration Limit: The First Compartment shall not invest more than twenty percent (20%) of its
total assets calculated on the basis of NAV of all Investee SFI portfolio assets plus current value of cash and
cash equivalents and liquid investments in any single country after 31 December 2020;
(iii) Pooled Fund Restriction: The First Compartment shall not make investments in pooled funds, except for
liquidity management purposes in accordance with the liquidity guidelines and the liquidity management
policy.
Where the First Compartment invests through Subsidiaries, such investments should be looked-through for the
purpose of the above Investment Restrictions and the underlying investments of the Subsidiaries should be
treated as if they were direct investments made by the First Compartment.
Regardless of the above, the First Compartment’s investments will be diversified to an extent that an adequate
spread of the investment risk is warranted in compliance with Circular 07/309.
The above Investment Restrictions will not be breached as a result of changes in the price or value of assets of
the Compartment brought about solely through movements in the market or as a result of any other events out
of the control of the AIFM, but in such circumstances the AIFM shall take all necessary steps to bring the First
Compartment back within the Investment Restrictions except where the AIFM reasonably believes that this would
be prejudicial to the interests of the First Compartment and its Shareholders.
1.5 Borrowings
Subject to the restrictions mentioned below, the AIFM may for the account of the First Compartment borrow
money from time to time in order to facilitate the making of investments, pay expenses or for working capital
purposes. The First Compartment may pledge its assets to banks or other financial institutions as security for
borrowings made by the First Compartment as well as enter into one or more commitment liquidity facilities
whereby Uncalled Commitments are pledged as collateral for said borrowing.
Borrowings of the First Compartment will be limited to ten percent (10%) of the NAV of the First Compartment
plus Uncalled Commitments, measured at the time of the applicable borrowing and shall be outstanding for no
more than twelve months.
5 http://www.bis.org/publ/bcbsc111.pdf?noframes=1 – the definitions of capital are covered in Annex 1

1.6 Liquidity Reserve
The AIFM shall establish, in respect of the First Compartment, an initial liquidity reserve in an amount of around
eight percent (8%) of the NAV of the First Compartment (“Liquidity Reserve”) at the time of the first Drawdown.
The Liquidity Reserve shall be increased to a target of around ten percent (10%) by the third anniversary of the
Initial Closing of the First Compartment. The Liquidity Reserve shall be maintained at around the target level
during the term of the First Compartment measured as of the end of each calendar quarter and shall be applied
to meet Redemption Requests, provided that after honouring Redemption Requests the Liquidity Reserve can
fall significantly below the target level for a period of no more than twelve (12) months following the redemption
payments. The Liquidity Reserve may consist of cash, cash equivalents or other liquid or short-term investments.
The Liquidity Reserve is a part of the Liquidity Portfolio (see section 2.7 of the Special Section) and shall be
managed according to the liquidity guidelines and the liquidity management policy.
1.7 Pipeline
Identification and assessment of potential investees is the responsibility of the AIFM. SFRE expects the sourcing of
the pipeline of the First Compartment to benefit from:
(i) Research by the AIFM;

(ii) Personal and professional networks of the AIFM’s staff, board and owners;
(iii) Personal and professional networks of the Directors;
(iv) Industry and regional conferences;
(v) Relationships established by the AIFM; and
(vi) GABV network members and GABV members’ networks.
In consequence, SFRE expects there to be an extensive pipeline of potential Investee SFIs for the First
Compartment.
1.8 Co-Investments by Shareholders
SFRE may offer, but is not required to offer, Shareholders an opportunity to co-invest with the First Compartment
depending on the capital requirements of a particular transaction. If such co-investments are offered to
Shareholders, such offers will be made consistent with the First Compartment’s internal policies and any applicable
requirements set out by the Articles and Offering Memorandum, if any. To the extent that the co-investment
opportunity remains available after offering to the Shareholders, SFRE may offer the co-investment opportunity to
third parties.
2. Investment Process
The AIFM will identify financial institutions around the globe with a clear focus on and alignment with the Principles of
Sustainable Banking and which demonstrate sound operational and financial performance. The AIFM will assess, on the
basis of the Investment Criteria, the opportunity for investing in Eligible SFI Investments in selected institutions, subject to
recommendation of the Investment Committee.
The AIFM will generally adhere to the following process when making decisions on Eligible SFI Investments. However,
certain steps may not be needed in all circumstances (for example investments in standard equity issuances of Investee
SFIs may not involve the same legal process as investments in special issuances requiring specific negotiation), while
other steps may happen in parallel and not in sequential order as outlined below.
2.1 Investment Scorecard
The Investment Scorecard is an integral part of any investment decision and is used throughout the investment
process and also thereafter as part of investment monitoring.

2.2 Deal Sourcing
Using the above sources described in section 1.7 of the Special Section, the AIFM will identify financial institutions
likely to meet the Investment Criteria.
2.3 Investment Process
A successful outcome of each stage described below will lead to the next stage.
2.3.1 Inclusion in pipeline
The AIFM will conduct an early stage screening of the Investee SFI based on public information building on
existing expertise of the regional teams and limited information on transaction terms.
2.3.2 Preliminary due diligence
The AIFM will conduct a preliminary due diligence based on public information and available confidential
information and include in the scope of its due diligence: (i) an investee’s business strategy, ownership
structure, management and financials; (ii) expected investment details and returns and (iii) portfolio fit
in light of diversification. In this stage the AIFM will also perform an initial assessment of the Investment
Scorecard based on estimates.
2.3.3 Pre-Investment Committee
This is the last stage before the transaction is formally handed over to the Investment Committee. In this
stage a non-binding expression of interest or term sheet may be signed on the basis of preliminary terms
and conditions determined by the AIFM. The AIFM will undertake a full due diligence including an on-site
visit to evaluate the Investee SFI’s operations and/or meet the Investee SFI’s management team.
A thorough assessment by means of the Investment Scorecard will be performed and the score calculated
for each potential Investee SFI. Should the score be below the Minimum Score set from time to time
as described in section 1.3 of the Special Section, the AIFM will not continue with the pursuit of the
investment.
2.3.4 Investment Decision
The results of the detailed due diligence process, the assessment from the Investment Scorecard and the
proposed investment structure are presented to the Investment Committee by means of a comprehensive
report. The workings of the Investment Committee are set out in section 5 of the Special Section.
2.3.5 Signing
Negotiation of prospective terms of investment will be finalised along with the review of existing or
proposed shareholders agreements and other relevant corporate documents. External counsel may be
engaged to support the legal drafting and/or review as appropriate.
2.3.6 Closing and Disbursement
After signing the transaction will be closely monitored until closing because some changes to the terms
and conditions, material events or other issues may occur.

2.4 Portfolio Construction / Diversification
The AIFM aims to further construct a portfolio that is well diversified and delivers current income and overall NAV
growth in-line with the First Compartment’s objectives subject to the parameters set by the Investment Criteria
and Investment Restrictions (see section 1.4 of the Special Section).
2.5 Monitoring of Investments
The AIFM will establish relationships with all portfolio Investee SFIs and collect appropriate portfolio information
on a regular basis, generally including review of quarterly financial statements and other periodic reporting.
The AIFM will be responsible for analysing this information and monitoring investments. A detailed review of
each Investee SFI’s operations and performance will be undertaken on an annual basis, or more frequently for
investments which are considered at risk or as may be required for investment valuation purposes. At a minimum
there will be an annual update of the assessment related to the Investment Scorecard.
2.6 Portfolio Divestments
The investment strategy of the First Compartment is to make long-term investments in Investee SFIs. Notwith-
standing this, it may be necessary or desirable for the AIFM to arrange to sell its investments in Investee SFIs from
time to time. The reasons for such sales may include:
(i) Deterioration in the financial performance of the Investee SFI;

(ii) Uncorrected breach of covenants or other investment conditions by an Investee SFI;
(iii) Deterioration in the Investment Scorecard performance of the Investee SFI without correction over a
sustained period;
(iv) Requirements to meet Investment Criteria and / or Investment Restrictions which may have been breached
due to unforeseen circumstances;
(v) An assessment that support from the First Compartment is no longer required for the further growth of an
Investee SFI (for example where an Investee SFI becomes listed on a major exchange);
(vi) Requirements to generate cash for the Liquidity Reserve or other liquidity purposes if other sources are
unavailable; or
(vii) General portfolio management considerations.
The AIFM is responsible for evaluating market conditions, proposing best timing for potential divestments and
negotiating the terms of such divestments.
Potential divestments will be presented to the Investment Committee and the AIFM will not take a divestment
decision unless such divestment has received a favourable recommendation by the Investment Committee.
2.7 Liquidity Management
In addition to investments in Investee SFIs, the AIFM is responsible for the management of liquidity in the First
Compartment, including monies in the Liquidity Reserve, cash, cash equivalents and other liquid funds (together
being the “Liquidity Portfolio”). The Liquidity Portfolio will be expected to provide appropriate liquidity in relation
to Redemption Requests in addition to funding operating expenses and contributing to the current yield of the
overall portfolio.
Guidelines as to the general composition of the Liquidity Portfolio and a liquidity management policy will be
proposed by the AIFM and approved by the Board. The AIFM will manage the Liquidity Portfolio in compliance
therewith. Subject to the Investment Restrictions described in section 1.4 of the Special Section above, and any
other restrictions as may be determined from time to time (e.g., rating requirements) the AIFM will seek to invest
cash in liquid or short-term investments with SFIs or institutions otherwise aligned with the objectives of the First
Compartment.

3. Compartment specific AIFM considerations
3.1 Charges and Expenses
The First Compartment shall bear the costs and expenses incurred in relation to proposed and actual investments
of the First Compartment, regardless of whether the investment or divestment is eventually proceeded with,
however, subject to the expenses and charges that will be borne by the AIFM as outlined below.
In this respect, the AIFM will submit annual budgets to the Board with regard to the due diligence and other
expenses that would be borne by the First Compartment.
Furthermore:
(a) The AIFM shall render its services to the First Compartment at its own expense and is responsible for its
overhead expenses including, but not limited to its normal overhead such as, office rent, furniture and
fixtures, telephone, printing and stationery and other supplies; secretarial/internal administrative services;
salaries and bonuses; fees paid to consultants or third parties engaged to carry out core functions; data
processing; travel and entertainment expenses; insurance and payroll and other taxes.
(b) The AIFM shall bear the expenses incurred with respect to identification and sourcing of investments and
Investment Scorecard assessment up to and including the negotiation of a preliminary term sheet as agreed
with SFRE.
(c) The AIFM shall bear its own expenses incurred in relation to the marketing of the First Compartment, investor
relations activities and support functions, with the exception of reasonable out-of-pocket travel-related and
meeting-related expenses in its support of Enclude which shall be reimbursed by the First Compartment.
The AIFM is generally expected to perform its core functions using its own resources. Reasonable, documented
expenses incurred by the AIFM in connection with its role as portfolio manager that shall be paid by the First
Compartment include, but are not limited to, legal transaction advice, transaction exit advice and external
valuations in relation to investment exits, filing, brokerage/custodians, accounting, purchase of third party research
reports or postage fees incurred in evaluating, structuring, negotiating, purchasing or selling investments, costs
relating to foreign exchange contracts and service providers, out-of-pocket travel and other expenses reasonably
related to the purchase, monitoring, sale or transmittal of First Compartment’s assets (for the avoidance of doubt,
all such expenses relating only to post-preliminary term sheet assessment as described above under (b)).
4. Placement Agent
The Placement Agent is mandated with the fundraising of the First Compartment in respect of the Select Jurisdictions.
The Placement Agent is entitled to a retainer fee of USD 7,500 per quarter. Additionally, the Placement Agent is entitled
to a success fee at each Closing amounting to 0.7% of Commitments raised by the Placement Agent up to an NAV of USD
100,000,000 and 1.25% of Commitments raised by the Placement Agent once NAV is above USD 100,000,000.
5. Investment Committee
5.1 Overview
The AIFM has established an Investment Committee for the First Compartment to review and advise on its
investment and divestment proposals and provide the AIFM with recommendations in relation thereto, it being
understood that the AIFM shall not make any investment or divestment decision unless such investment or
disposal has received a favourable recommendation by the Investment Committee.

5.2 Composition
The Investment Committee has five (5) members, of which three (3) are independent of the AIFM. The current
Investment Committee is comprised of:
(i) any two (2) of the following representatives of Triodos Investment Management: Frank Streppel, Jacco
Minnaar, Marilou van Golstein Brouwers and Dirk Elsen (as members of the AIFM);
(ii) Paul Christensen, as independent member;
(iii) Anthony Murphy, as independent member; and
(iv) Charlotte Ruhe, as independent member.
The Investment Committee is currently chaired by Mr. Paul Christensen.
No Investors’ representatives shall, in such capacity, be appointed to the Investment Committee save that any
member of the Investment Committee may own a limited shareholding in the First Compartment being defined as
a holding of less than 2% of the Shares in issue of the First Compartment.
The AIFM cannot alter either (a) the governance composition of the Investment Committee or (b) its independent
member composition without the approval of the Board.
5.3 Meetings
The Investment Committee will act as necessary in order to carry out its functions, through meetings, telephone
conferences or written consultations and resolutions, as appropriate.
The AIFM shall hold a meeting of the Investment Committee at least quarterly and may hold such other meetings
of the Investment Committee as the AIFM in its reasonable discretion determines are required for timely
investment and divestment decisions and other matters within the scope of the Investment Committee. Meetings
may be called by the AIFM on not less than ten (10) Business Days’ notice to all members, provided however
that telephonic meetings may be called by the AIFM on not less than five (5) Business Days’ notice except where
urgent decisions need to be made, in which case a telephonic meeting may be called by the AIFM on not less
than one (1) Business Day’s notice. A majority of the members of the Investment Committee, present in person or
represented by proxy, including at least one member not affiliated with the AIFM, shall constitute a quorum at any
meeting of the Investment Committee. A quorum being present, any action taken by the Investment Committee
at a meeting shall require the affirmative vote of a majority of the votes cast by Investment Committee members
present in person or represented by proxy, including the affirmative vote of at least one member not affiliated
with the AIFM. The AIFM shall record minutes of all meetings of the Investment Committee. Any action required
or permitted to be taken by the Investment Committee at any meeting thereof may be taken by written consent
signed by all of the members of the Investment Committee in lieu of a meeting.
In conflict of interest situations where the AIFM is the conflicted party, the AIFM members in the Investment
Committee must refrain from voting in the Investment Committee and the relevant decision is made by a majority
of the independent members present or represented at the meeting in accordance with the conflict of interest
rules established for SFRE.
The AIFM shall provide minutes of all Investment Committee meetings to the independent members of the
Investment Committee.
5.4 Powers
The Investment Committee shall have the power and function to (i) oversee the implementation of the
investment strategy of the First Compartment, and (ii) review and recommend potential investments for the First
Compartment or their divestment. The AIFM shall develop operating policies and procedures for the Investment
Committee, which shall be approved by the Investment Committee at its first meeting. Changes to such policies
and procedures will require the approval of both the Investment Committee and the Board. No member of the

Investment Committee, acting in such capacity, shall (i) take part in the management or control of the business of
the First Compartment or SFRE or (ii) have any authority to bind or to act for or on behalf of the First Compartment
or SFRE.
6. Advisory Committee
6.1 Overview
The Board will establish an Advisory Committee to advise the Board on strategic matters relating to the First
Compartment and indirectly SFRE in general as set out below.
6.2 Composition
The Advisory Committee shall consist of such number of members as shall be fixed by the Board from time to
time, but not fewer than five (5) nor more than nine (9). The Board shall appoint and remove, in its sole discretion,
representatives of Shareholders to serve as members of the Advisory Committee from among the Shareholders of
the First Compartment; provided, however that (i) a Shareholder shall be entitled to a nomination to the Advisory
Committee for so long as its subscription (on the basis of nominal value) and/or Commitment is fifteen percent
(15%) or more of the aggregate Commitments and subscribed amounts (on the basis of nominal values) of all
Investors and is not otherwise represented on the Advisory Committee; provided, further that if a Shareholder’s
subscription (on the basis of nominal value) and/or Commitment, or a portion thereof, is applied to meet the
“15% threshold” for appointment to the Advisory Committee under the foregoing clause, then such Shareholder’s
remaining subscription (on the basis of nominal value) and/or Commitment may not be applied towards an
additional appointment to the Advisory Committee; (ii) one appointment shall be reserved for an Investor who is
a member of the GABV for nomination by Investors who are, or whose Affiliates are, a member of the GABV; and
(iii) two appointments to the Advisory Committee shall be reserved for nomination by Investors who are not, and
whose Affiliates are not, otherwise represented on the Advisory Committee. The Board shall not unreasonably
withhold the appointment of a member of the Advisory Committee as nominated by Investors under subclauses
(i), (ii) and (iii) above. Each member of the Advisory Committee shall be an employee or authorised representative
of such Investor entitled to the nomination, who shall be designated by such Investor from time to time. An
appointment of an Investor to the Advisory Committee is not transferable without the consent of the Board,
which consent may be given or withheld in the discretion of the Board. Each member of the Advisory Committee
shall serve until he or she resigns, upon delivery of written notice to the Board, or is removed. Representatives of
an Investor to the Advisory Committee may be removed or replaced, with or without cause, by the Investor with
whom such member is affiliated with the consent of the Board, such consent not to be unreasonably withheld,
and a member of the Advisory Committee shall be automatically removed without replacement, without further
action by the Board or by the Investor with whom such member is affiliated, at such time as the Investor with
whom such member is affiliated defaults under its obligations towards the First Compartment or SFRE. If a
member of the Advisory Committee has resigned or been removed, the Board may select a replacement, except
in the case of members of the Advisory Committee designated under (i) above, in which case, such replacement
member shall be nominated by the Investor with whom such member is affiliated; or under subclauses (ii) and
(iii) above in which case, such member shall be replaced by an Investor nominated by Investors in accordance
with subclauses (ii) or (iii) above respectively. The members of the Advisory Committee shall not be entitled to any
remuneration or reimbursement of any expenses from the First Compartment, the Board or any of the Investors.
6.3 Meetings
The Advisory Committee will act as necessary in order to carry out its functions, through meetings, telephone
conferences or written consultations, as appropriate.
The chairman of the Board, or in his absence any two Directors, shall convene and chair a meeting of the Advisory
Committee twice a year, which meeting the members can attend in person or via telephone conference or
other electronic link, and may hold such other meetings of the Advisory Committee or ask for electronic written
advice as the Board in its reasonable discretion determines are required for timely advice on specific subject
matters. Meetings may be called on not less than twenty (20) Business Days’ notice to all members, where physical

attendance is required, or not less than ten (10) Business Days’ notice where only remote attendance is required.
Minutes of Advisory Committee meetings shall be provided to the Shareholders, the Board and the AIFM.
The AIFM shall have the right to attend any Advisory Committee meeting.
6.4 Role
The role of the Advisory Committee shall be to represent the generality of Investors in providing views and
advice, consultation and forward looking thinking with respect the following topics as they affect the First
Compartment: (i) ideas on prospective SFI Investees and sourcing strategies and discussion of SFI trends; (ii)
ideas on prospective investors and investor sourcing strategies; (iii) the use and effectiveness of the Investment
Scorecard; (iv) any alterations to the investment strategy, the investment policy and the investment restrictions
of the First Compartment; (v) trends in performance of the First Compartment; (vi) the relationship with the GABV
and like-minded organisations; and (vii) other internal processes. No member of the Advisory Committee, acting in
such capacity, shall (i) take part in the management or control of the business of the First Compartment or SFRE or
(ii) have any authority to bind or to act for or on behalf of the First Compartment or SFRE.
7. Periodicity of NAV calculation
The Administrator will calculate each calendar quarter an NAV in respect of the last Business Day of such quarter.
8. Subscription
8.1 Reference Currency
The Reference Currency of the First Compartment is US Dollar (“USD”).
8.2 Share Classes
Other than the dedicated Class for the Mission Share, currently Shares in the First Compartment are only issued in:
• Class A – Reference Currency is USD; and
• Class B – Reference Currency is Euro (“EUR”).
The Board shall have the right to issue additional classes of Shares in the First Compartment, which may be subject
to different rights and obligations including but not limited to different redemption or economic rights and
minimum subscription amounts, provided that the Shareholders will not receive preferential treatment. In case of
issue of additional classes of Shares, this Offering Memorandum will be updated accordingly.
The amounts invested in the different Classes of the First Compartment are invested in a common underlying
portfolio of investments. Shareholders of the same Class in the First Compartment will be treated equally pro rata
to the number of Shares of such Class held by them.
Investors should note however that some Classes, such as the Class for the Mission Share, may not be available to
all Investors, the Board reserving the right to offer certain Classes to certain categories of Investors only.
8.3 Minimum Investment
The minimum investment per Investor is:

• in respect of Class A Shares: USD 2 million; and
• in respect of Class B Shares: EUR 1.5 million,
subject to the discretion of the Board to waive such minimum.

8.4 Subscription Process
Eligible Investors may submit Subscription Forms in respect of each Valuation Day in writing (by fax or courier)
to the Registrar and Transfer Agent. Subscription Forms, duly completed and signed6, received by the Registrar
and Transfer Agent on the 15th Business Day preceding the relevant Valuation Day will, if accepted, be processed
in respect of that Valuation Day, such Valuation Day then constituting a Closing. Any applications received after
the applicable deadline on the 15th Business Day preceding the Valuation Day will be processed in respect of
the following Valuation Day. Should the Board decide to declare additional Valuation Days, it shall ensure that the
applicants are contacted, offering them the choice of applicable Valuation Day.
The Board reserves the right to accept or reject at a Closing any Subscription Form in its absolute discretion. Shares
are reserved for Eligible Investors and the Board shall restrict or prevent the ownership of Shares by a Prohibited
Person. The Board may decide not to offer or sell, or require any subscriber to provide it with any information
that it may consider necessary for the purpose of deciding whether or not it is, or will be, a Prohibited Person.
Furthermore, without limiting the foregoing, the Board shall not accept subscriptions for interests in any Class
of Shares, if by accepting such subscription it would result in, or create a material likelihood that, participation
in any Compartment by Benefit Plan Investors will be deemed to be “significant” for purposes of the Plan Assets
Regulation. All persons subscribing for any Class of Shares will be required to indicate, among other things,
whether or not they are or will be a Benefit Plan Investor or Controlling Person (see “Certain ERISA and Other
Considerations”).
Payment for Shares subscribed must be (irrevocably) received in the Reference Currency on the Compartment’s
bank account by the Depositary no later than ten (10) Business Days after the relevant Valuation Day. Shares will be
issued once the NAV in respect of the Closing becomes available, which may take up to fifteen (15) Business Days
after such Closing. In the event of a late payment, the investor may be charged with an interest.
The Board, in its discretion, may decide to accept subscriptions for Shares in the First Compartment in exchange
for a contribution in kind. Any contribution in kind will be subject to a report established by an auditor qualifying
as a réviseur d’entreprises agréé drawn up in accordance with the requirements of Luxembourg law, the costs of
which report will be borne by the relevant Investor.
9. Redemption
9.1 Redemption at Shareholder Request
A Shareholder is entitled to request the redemption of all or a portion of its Shares by giving at least ninety
(90) calendar days written notice to the Administrator (a “Redemption Request”) prior to a Redemption Day (a
“Redemption Request Notice”), subject to a minimum redemption amount of USD 100,000.00 for Class A Shares,
or EUR 75,000.00 for Class B Shares, unless such amount represents the entirety of such Shareholder’s Shares and
provided that no Redemption Request will be processed until after a lock-up period of six (6) months after the
Initial Closing.
Each Valuation Day on the last Business Day of a calendar quarter constitutes a “Redemption Day”.
Redemption Requests shall be processed, i.e. the relevant Shares shall be redeemed and cancelled and redemption
proceeds shall be paid out, within ten (10) Business Days after the NAV of the relevant Redemption Day being
available.
Shares shall be redeemed at the request of a Shareholder at the applicable NAV per Share less a redemption fee in
favour of the First Compartment determined as follows:
(i) for redemptions being processed within the first five (5) years following the issuance of the relevant Shares to
the Shareholder: two percent (2%) of the redemption amount, provided however that a twenty-five percent
6 Joint applicants must each sign the Subscription Form unless an acceptable power of attorney or other written authority is provided.

(25%) redemption fee would be applied, in case redemption requests are processed within the period
expiring on the third anniversary of the issue of such Shares;
(ii) for redemptions being processed after the first five (5) years but within the first ten (10) years following the
issuance of the relevant Shares to the Shareholder: one percent (1%) of the redemption amount.
(iii) for redemptions being processed after the first ten (10) years following the issuance of the relevant Shares to
the Shareholder, a redemption fee shall no longer apply.
9.2 Limits on and Suspension of Redemptions
The Board may in its sole discretion limit or suspend redemptions in circumstances where (a) such redemptions
cannot be met out of the Liquidity Reserve and/or (b) in case the NAV calculation is suspended as per the Articles.
To the extent that any application for redemption is not given full effect on such Redemption Day because the
redemption cannot be met out of the Liquidity Reserve, provided however that any scale back of an application for
redemption must be made on a pro rata basis with other applications for redemptions validly received in respect
of the same Redemption Day, such application shall be treated with respect to the unsatisfied balance thereof as if
a further request had been made by the Shareholder in question (“Limited Redemption Shareholders”) in respect
of the next Redemption Day and, if necessary, subsequent Redemption Days, until such application shall have
been satisfied in full. The Limited Redemption Shareholder may however withdraw its redemption request within
ten (10) Business Days after the relevant Redemption Day and only with the consent of the Board.
With respect to any application for redemption received in respect of such Redemption Day, to the extent that
subsequent applications shall be received in respect of following Redemption Days, such later applications shall
be postponed in priority to the satisfaction of applications relating to such Limited Redemption Shareholder, but
subject thereto shall be dealt with as set out above.
For the avoidance of doubt, Shares subject to a Redemption Request shall continue to be entitled to receive
distributions up to the moment they are effectively redeemed and cancelled.
9.3 Compulsory Redemption
Shares, other than the Mission Share, may be compulsorily redeemed whenever the Board considers this to
be in the best interest of the First Compartment, including for instance for anti-money laundering, legal, tax or
regulatory requirements or, at the discretion of the Board, when the Shareholder’s participation (comprising
Uncalled Commitments) falls below the minimum subscription amount. In particular, Shares, other than the
Mission Share, may be compulsorily redeemed at the option of the Board, on a pro rata basis among existing
Shareholders, in order to distribute to the Shareholders upon the disposal of an investment by the First
Compartment any net sales proceeds from such disposal, notwithstanding any other distribution pursuant to
section 4.13 of the General Section. Redemptions will be based on the NAV per Share applicable at the Valuation
Day prior to payment of the redemption proceeds. Such redemption amount shall be payable without interest,
as soon as practicable (having regard to the liquidity of the portfolio and the interests of Shareholders) after the
effective date of the redemption and will be paid in cash.
Moreover, where it appears to the Board that any Prohibited Person precluded from holding Shares in SFRE holds
in fact Shares, the Board may compulsorily redeem the Shares, other than the Mission Share, at time of publication
of the next available NAV, less a 25% redemption fee in favour of the First Compartment, subject to giving such
Prohibited Person notice of at least ten (10) Business Days, and upon redemption, those Shares will be cancelled
and the Prohibited Person will cease to be a Shareholder.
In the event that an Investor becomes a Prohibited Person, the Board may, in its entire discretion and prior to any
redemption of the Shares held by such Prohibited Person, provide the Shareholders (other than the Prohibited
Person) with a right to purchase on a pro rata basis the Shares of the Prohibited Person at the next applicable NAV
of those Shares, and the provisions of this section shall apply mutatis mutandis.

Furthermore, should the processing of certain redemption requests result in or create a material likelihood that
participation in any Class of Shares of a Compartment by Benefit Plan Investors will be deemed to be “significant”
for purposes of the Plan Assets Regulation, then the AIFM or Board may, on a pro rata basis, compulsorily redeem
such Benefit Plan Investors in order to avoid that the assets of any Compartment would be considered “plan assets”
for purposes of ERISA and the Plan Assets Regulation (see “Certain ERISA and Other Considerations”).
9.4 Mission Share
In derogation to the above, the Mission Share cannot be redeemed at either the initiative of the Board
(compulsory redemption) or at the request of the Mission Shareholder.
10. Transfer
Shares, other than the Mission Share, and Uncalled Commitments are transferable to other Eligible Investors subject to
the prior written consent of the Board, which may be given or withheld in the Board’s sole and absolute discretion. Such
consent may not be unreasonably withheld in relation to transfers to Affiliates of an Investor.
Without derogation to the generality of the foregoing and the Board’s right of discretion, the Board may withhold its
consent to a proposed transfer among others on the following grounds:
(i) if the transferee does not qualify as an Eligible Investor or is a Prohibited Person;
(ii) if the Board reasonably considers that the transfer would cause SFRE and/or any Compartment to be terminated;
(iii) if the Board reasonably considers that the transfer would violate any applicable law, regulation or any term of SFRE’s
constitutive documents;
(iv) if the Board reasonably considers that the transfer would result in adverse tax or regulatory consequences to
SFRE, any Compartment or the Shareholders (including, without limitation, the loss of the Shares eligibility for
any exclusion or exemption from registration under the Securities Act or the loss of SFRE or the Compartment’s
eligibility for any exclusion or exemption from registration under the 1940 Act);
(v) if the Board reasonably considers that the transfer would result in the proposed transferee being unable to meet its
obligations hereunder in respect of Commitments;
(vi) if the Board reasonably considers the transferee to be a competitor of SFRE, or of any Compartment, or to be of
significant lower creditworthiness than the transferor; or
(vii) if the Board reasonably considers that giving effect to such transfer would result in or create a material likelihood
that participation in any Class of Shares in any Compartment by Benefit Plan Investors will be deemed to be
“significant” for purposes of the Plan Assets Regulation (see “Certain ERISA and Other ERISA Considerations”).
No transfer of Shares and Uncalled Commitments will become effective unless and until the transferee agrees in writing
to fully and completely assume any outstanding or future obligations of the transferor in relation to the transferred Shares
and any Uncalled Commitment under the relevant Commitment Agreement and agrees in writing to be bound by the
terms of the Offering Memorandum, the Articles and the Commitment Agreement, whereupon the transferor shall be
released from (and shall bear no further liability for) such liabilities and obligations.
The Mission Share may only be transferred to a successor body of GABV having similar objectives and upon approval from
the Board.
11. Distributions
The Board intends, but at its sole discretion, to make interim dividends to the First Compartment’s Shareholders on or
about 30 June and 31 December each year (each a “Distribution Date”), to be confirmed by the annual shareholders’
meeting. In exercising its discretion, the Board will consider the overall funding and cash-flow requirements of the First
Compartment and may decide to retain a reserve following the disposal of assets where necessary to satisfy liabilities,
expenses and investments attributable to the First Compartment. The distribution policy provides more detail on the
distribution, including the allocation of payable dividends to the Class A and Class B share classes respectively.

12. Duration and Liquidation
The First Compartment is established for an unlimited duration.
In the event that for any reason the NAV of the First Compartment or any of its Classes has decreased to, or has not
reached, an amount determined by the Board to be the minimum level for the First Compartment and/or such Class to
be operated in an economically efficient manner, or in case of a substantial modification in the political, economic or
monetary situation relating to the First Compartment and/or such Class that would have material adverse consequences
on the investments of the First Compartment and/or such Class, or as a matter of economic rationalisation, the Board may
decide to compulsory redeem all the Shares of the First Compartment and/or such Class at their NAV per Share (taking
into account actual realisation prices of investments and realisation expenses) as calculated on the Valuation Day after
which such decision shall take effect.
The Board shall serve a notice to the Shareholders of the First Compartment and/or such Class prior to the effective date
for the compulsory redemption, which will set forth the reasons for, and the procedure of, the redemption operations.
Shareholders shall be notified in writing.
Unless it is otherwise decided in the interests of, or to keep equal treatment between, the Shareholders of the First
Compartment and/or Class concerned, such Shareholder may continue to request the redemption of their Shares free
of charge (but taking into account actual realisation prices of investments and realisation expenses) prior to the date
effective for the compulsory redemption.
Any order for subscription shall be suspended as from the moment of the announcement of the termination, the merger
or the transfer of the First Compartment and/or relevant Class.
Notwithstanding the powers conferred to the Board by the preceding paragraphs, the general meeting of Shareholders
of the First Compartment and/or any Class may, upon proposal from the Board, resolve to redeem all the Shares of the
First Compartment and/or relevant Class and to refund to the Shareholders the NAV of their Shares (taking into account
actual realisation prices of investments and realisation expenses) determined with respect to the Valuation Day after
which such decision shall take effect. There shall be no quorum requirements for such general meeting of Shareholders,
which shall resolve at the simple majority of those present and represented.
The proceeds of liquidation not claimed by the Shareholders entitled thereto as at the decision to initiate the liquidation
will remain in deposit with the Depositary for a nine months period and will thereafter be deposited with the Caisse de
Consignations in Luxembourg.
All redeemed Shares shall be cancelled.
13. Certain ERISA and other considerations
13.1 General Fiduciary Rules
Fiduciaries of pension, profit-sharing, welfare and other employee benefit plans subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) and plans subject to Section 4975 of the Code
(collectively “Plans”) should consider whether an investment in any Compartment (to the extent permitted) is
consistent with all applicable fiduciary and other responsibilities and requirements under ERISA and the Code.
Depending upon the Plan in question, the applicable fiduciary standards could include rules relating to prudence,
compliance with underlying Plan documents and avoidance of “prohibited transactions.” Violations of these rules
could result in liabilities and increased responsibilities for, among others, any such Compartment, the AIFM, the
Board and parties related thereto, parties dealing with any Compartment, and Plan fiduciaries.
None of SFRE, the AIFM, the Administrator, the Distributor, the Dealer, the Depositary, the Placement Agent nor any
of their respective Affiliates (collectively, the “Transaction Parties”) is undertaking to provide impartial investment
advice, or to give advice in a fiduciary capacity, in connection with the acquisition of Shares by any Benefit Plan
Investor.

13.2 Plan Assets
The application of the fiduciary standards, and of other requirements applicable with respect to Plans, would be
affected by whether assets of any Compartment are deemed to be assets of Plans investing in such Compartment.
If the underlying assets of any Compartment were deemed to be such “plan assets,” the obligations and other
responsibilities of Plan sponsors, Plan fiduciaries, Plan administrators, and “parties in interest” and “disqualified
persons” (as defined under ERISA and the Code) under Parts 1 and 4 of Subtitle B of Title I of ERISA and Section
4975 of the Code, as applicable, may be expanded and there may be an increase in their liability under these and
other provisions of ERISA and the Code (except to the extent (if any) that a favourable statutory or administrative
exemption or exception applies). In addition, various providers of fiduciary or other services to any Compartment
and its affiliates could be deemed to be a Plan fiduciaries or otherwise parties in interest or disqualified persons by
virtue of their provision of such services.
Under the Plan Assets Regulation, the assets of any Compartment would be deemed to be “plan assets” of a Plan
for purposes of ERISA and Section 4975 of the Code if “plan assets” of the Plan were used to acquire an equity
interest in any Compartment and no exception were applicable under the Plan Assets Regulation. However, in
general, the assets of a Compartment will not be deemed to be “plan assets” of investing Plans if as described
below, equity participation in any such Compartment by Benefit Plan Investors is not “significant” (as discussed
below).
In this regard, the AIFM will use its commercially reasonable efforts to maintain each Compartment so that each
Compartment’s assets should not be deemed to include the “plan assets” of any investor that is subject to ERISA
or Section 4975 of the Code. Accordingly, the AIFM will endeavour to limit investment by Benefit Plan Investors so
that Benefit Plan Investors at all times hold less than twenty-five percent (25%) of the value (or any lower threshold
determined by the Board) of any Class or Shares (excluding any holdings by an investor (other than a Benefit Plan
Investor) that has discretionary authority or control over the assets of such Compartment or provides investment
advice for a fee, and affiliates of such persons (a “Controlling Person”)) as determined for purposes of the Plan
Assets Regulation (the so-called “25% Test”) based upon investor representations. Consequently, in all events the
AIFM will endeavour to not permit any acquisition, transfer, conversion, redemption or withdrawal of any Class of
Shares of any Compartment if such transaction would present a material risk that investment in any Compartment
by Benefit Plan Investors would not satisfy the 25% Test (and may require the withdrawal or transfer of all or part of
the Class of Shares in any Compartment held by any Benefit Plan Investor or Controlling Person in order to satisfy
the 25% Test).
Prospective purchasers and transferees of Shares in any Compartment will be required to make certain
representations and provide information, including, but not limited to, as to whether they are, or are not and will
not be (for so long as it holds Shares in a Compartment), a Benefit Plan Investor or Controlling Person. In addition,
each purchaser and transferee of Shares in a Compartment that represents that it is a Benefit Plan Investor will be
required to represent, among other things, that its purchase and holding thereof will not result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.
A Benefit Plan Investor purchasing Shares will be deemed to have represented by its purchase of Shares that
(i) the decision to purchase Shares was made by a fiduciary, for purposes of Section 3(21) of ERISA, which is
unrelated to the Transaction Parties and which is duly authorised to make such an investment decision on
behalf of the Benefit Plan Investor; (ii) the fiduciary has taken into consideration its fiduciary duties under ERISA,
including, if applicable, the diversification requirements of Section 404(a)(1)(C) of ERISA, in authorising the Benefit
Plan Investor’s investment in Shares, and has concluded that such investment is prudent; (iii) the Benefit Plan
Investor’s subscription to invest in Shares is in accordance with the terms of the Benefit Plan Investor’s governing
instruments and complies with all applicable requirements of ERISA and Section 4975 of the Code; and (iv) the
fiduciary acknowledges and agrees the fiduciary has not relied on, and is not relying on, the investment advice of
the Transaction Parties with respect to the Benefit Plan Investor’s investment in Shares.
A Benefit Plan Investor, or a fiduciary purchasing Shares on behalf of a Benefit Plan Investor or who represents the
Benefit Plan Investor with respect to such purchase, should also consider the impact of the new Department of

Labor regulations promulgated at 29 C.F.R. Section 2510.3-21 on April 8, 2016 (81 Fed. Reg. 20,997) (the “Fiduciary
Rule”).
Each purchaser or transferee of Shares that is a Benefit Plan Investor, or the fiduciary purchasing Shares on behalf
of a Benefit Plan Investor or who represents the Benefit Plan Investor with respect to such purchase, will be
deemed to have represented by its purchase of Shares that: (1) no Transaction Party has provided or will provide
advice with respect to the acquisition of Shares by the Benefit Plan Investor, (2) with respect to the purchase of
Shares by the Benefit Plan Investor, the Benefit Plan Investor is represented by a fiduciary (the “Plan Fiduciary”)
that either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”),
or similar institution that is regulated and supervised and subject to periodic examination by a state or federal
agency; (b) is an insurance carrier which is qualified under the laws of more than one state to perform the services
of managing, acquiring or disposing of assets of an Benefit Plan Investor; (c) is an investment adviser registered
under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act by reason of paragraph
(1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it
maintains its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange
Act of 1934, as amended; or (e) has, and at all times that the Benefit Plan Investor is invested in Shares will have,
total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not
be satisfied if such fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement
account or (ii) a participant or beneficiary of the Benefit Plan Investor investing in Shares in such capacity); (3)
the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to
particular transactions and investment strategies, including without limitation the acquisition by the Benefit Plan
Investor of Shares; (4) the Plan Fiduciary is a “fiduciary” with respect to the Benefit Plan Investor within the meaning
of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is independent of the Transaction Parties for
purposes of the Fiduciary Rule and responsible for exercising independent judgment in evaluating the Benefit Plan
Investor’s acquisition of Shares; (5) none of the Transaction Parties has exercised any authority to cause the Benefit
Plan Investor to invest in Shares or to negotiate the terms of the Benefit Plan Investor’s investment in Shares; and
(6) the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties has
undertaken or will undertake to provide impartial investment advice or has given or will give advice in a fiduciary
capacity in connection with the Benefit Plan Investor’s acquisition of Shares; (b) of the existence and nature of
the Transaction Parties’ fees, compensation arrangements and/or financial interests in the Benefit Plan Investor’s
acquisition of Shares; and (c) that no Transaction Party receives a fee or other compensation from the Benefit
Plan Investor for the provision of investment advice. The above representations in this paragraph are intended
to comply with the Fiduciary Rule. If Department of Labor regulation 29 C.F.R. Section 2510.3-21(c)(1) is revoked,
repealed or no longer effective, the representations in this paragraph that are responsive to such Department of
Labor regulation shall be deemed to not be in effect.
Government sponsored plans are not subject to the fiduciary provisions of ERISA, and are also not subject to the
prohibited transaction provisions under Section 4975 of the Code. However, federal, state, local or non-U.S. laws
or regulations governing the investment and management of the assets of such plans may contain fiduciary and
prohibited transaction requirements similar to those under ERISA and the Code discussed above and may include
other limitations on permissible investments. Accordingly, fiduciaries of governmental plans, in consultation with
their advisors, should consider the requirements of their respective pension codes with respect to investments in
the Shares of any Compartment, as well as the general fiduciary considerations discussed above.
Plan administrators of Plans subject to ERISA that acquire Shares in a Compartment may be required to
report compensation, including indirect compensation, paid in connection with the Plan’s investment in the
Compartment on Schedule C of Form 5500 (Annual Return/Report of Employee Benefit Plan). The descriptions in
this Offering Memorandum of fees and compensation, including the fees paid to the AIFM, are intended to satisfy
the disclosure requirement for “eligible indirect compensation”, for which an alternative reporting procedure on
Schedule C of Form 5500 may be available.

The application of ERISA, the Code and other relevant laws may be complex and dependent upon the particular facts
and circumstances of each investor, and it is the responsibility of the appropriate fiduciary of a plan to ensure that
any investment in Shares of a Compartment by such plan is consistent with all applicable requirements. Fiduciaries
of employee benefit plans should consult their legal and other advisors concerning these considerations, and
(particularly in the case of plans that are not subject to ERISA or the Code) concerning any additional code and state
law considerations, before making an investment in a Compartment.
THIS OFFERING MEMORANDUM IS NOT DIRECTED TO ANY PARTICULAR PROSPECTIVE INVESTOR, NOR DOES IT
ADDRESS THE NEEDS OF ANY PARTICULAR PROSPECTIVE INVESTOR. NONE OF THE TRANSACTION PARTIES HAS
UNDERTAKEN TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY OR
SHALL PROVIDE ANY ADVICE OR RECOMMENDATION WITH RESPECT TO THE MANAGEMENT OF ANY SHARES OF
A COMPARTMENT OR THE ADVISABILITY OF ACQUIRING, HOLDING, DISPOSING OR EXCHANGING OF ANY SUCH
SHARES.

Offering Memorandum: Sustainability Finance Real Economies SICAV-SIF

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Sustainability • Finance • Real economies SICAV-SIF

Public limited liability company (société anonyme) qualifying as

investment company with variable capital – specialised investment fund

(société d’investissement à capital variable – fonds d’investissement spécialisé)

under the laws of the Grand Duchy of Luxembourg

2. Market environment and opportunity / context for sfre 18

5.1 The GABV 33

7.1 Placement Agent 37

2 | Offering memorandum August 2018

8.1 Luxembourg Investment Company with Variable Capital 40

9. U.S. Regulatory and tax matters 41

10. Risk factors and regulatory disclosures 46

10.1 Risk Factors 46

11. Restrictions on solicitations and resale 54

Sustainability – Finance – Real Economies SICAV-SIF – 1/2014 56

1.1 Value Proposition 56

2.1 Investment Scorecard 59

3. Compartment specific AIFM considerations 62

3.1 Charges and Expenses 62

3 | Offering memorandum August 2018

7. Periodicity of NAV calculation 65

8.1 Reference Currency 65

9.1 Redemption at Shareholder Request 66

12. Duration and Liquidation 69

13. Certain ERISA and other considerations 69

13.1 General Fiduciary Rules 69

4 | Offering memorandum August 2018

The Offering Memorandum does not purport to be all-in-

No person has been authorised to give any information

Nothing contained within the Offering Memorandum is or

The investment in Shares described in the Offering

Capitalised terms, if not otherwise defined in the Offering

5 | Offering memorandum August 2018

Prospectus and Registration Exemptions

SFRE is distributing the Shares in reliance on section 2.3 (the

The offering of Shares in Canada is being made solely by this

6 | Offering memorandum August 2018

Purchasers’ Deemed Representations, Acknowl- British Columbia

7 | Offering memorandum August 2018

The distribution of Shares in Canada is being made on a

8 | Offering memorandum August 2018

SFRE has not been and will not be registered as an

9 | Offering memorandum August 2018

Neither the AIFM nor any Portfolio Manager (unless

Securities Act and “Blue Sky” Matters

The offering of Shares to U.S. Persons is intended to

Restrictions in Certain Jurisdictions in the United States

United States – Florida

Investors in Other U.S. States

In making any investment decision, investors must rely on

10 | Offering memorandum August 2018

Board of Directors of SFRE

Alternative Investment Fund Manager and Distributor

Board of Directors of the Alternative Investment Fund

Depositary, Administrator as well as Domiciliation and

Legal Advisor as to Luxembourg Law

11 | Offering memorandum August 2018

12 | Offering memorandum August 2018

13 | Offering memorandum August 2018