KB LUX VENTURE CAPITAL

FUND

S ocie te d’Inve st is semen t a Capital Variable

(Variable Capital Investment Fund) Luxembourg

Prospectus

JULY 2007

VISA 2007127813-2U84PC Lapposition du visa ne peut en aucun cas sewir d’argument de publicite Luxembourg. le 16/07/2007 Commission de Surveillance du Secteur Financier

Subscriptions are valid only when based on the prospectus then in effect, accompanied by the latest annual report, as well as the latest half-yearly report when this has been published after the latest annual report. No person is authorized to give any information about the investment fund if the same is not contained in this Prospectus or in the documents mentioned in this Prospectus and which can be consulted by the public.

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KB LUX VENTLRE CAPITAL FTJND (hereafter the “SICAV”) is registered in the official list of collective investment undertakings in accordance with part I1 of the law of 20 December 2002 relating to Undertakings for Collective Investment.

This entry does not, however, imply approval or disapproval of a Luxembourg authority regarding the adequacy or accuracy of the present Prospectus or the securities portfolio held by the SICAV. Any statement to the contrary would be unauthorized and illegal.

This prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction__or in any circumstances in which such an offer or solicitation is not authorised.

In particular, the shares in the SICAV have not been registered under any of the securities laws of the United States of America and may not be offered in the United States or in any one of its territories or in any one its possessions or regions subject to its jurisdiction.

The Board of Directors assumes responsibility for the accuracy of the information contained in this Prospectus at its time of issue.

Any information or statement which is not contained in this prospectus or in the reports which form an integral part of it, must be considered as unauthorized, and as such not trustworthy. Neither the distribution of this Prospectus, nor the offering, issuing or selling of shares of the SICAV constitute an affirmation that the information given in this Prospectus will be exact for all time aRer the publication of the Prospectus.

In order to reflect major changes, in particular the adding of other classes, this Prospectus will be updated in due course. For this reason, potential subscribers are advised to contact the SICAV’s registered office to learn whether the SICAV has published a subsequent prospectus.

It is recommended that potential applicants or purchasers of SICAV shares inform themselves personally as to the possible legal or tax consequences and of any restriction or any exchange control provision to which the subscription, purchase, holding, redemption, conversion or transfer of shares in the SICAV may give rise by virtue of the legislation in effect in the countries of origin, residence or domicile of these persons.

Every reference in this prospectus to the term EUR relates to the euro, the currency of the member states participating at the European Monetary Union.

The personal data of the subscriber and/or distributor are handled by KREDIETBANK S.A. Luxembourgeoise, KREDIETRUST Luxembourg S.A. and EUROPEAN FUND ADMINISTRATION S.A. @FA) to enable them to manage the SICAV administratively and commercially, to enable operations to be handled pursuant to the stipulations of the prospectus and the service contracts, to ensure that payments received are correctly assigned, that general meetings are held correctly and shareholder certificates correctly drawn up if necessary. The subscriber or distributor has the right to access hisher data in order to modify, correct or update them.

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TABLE OF CONTENTS

TBL.E OF CONTENTS 3

INTRODUCTION 5

- 6 INVESTMENT OBJECTIVES AND POLICY

APPROPMATION OF EARNINGS 13

INVESTMENT MANAGER 14

ISSUING OF SI€4RES, SUBSCRIPTIONAND PAYMENT PROCEDURE 15

CONVERSION OF SHARES 16

REDEMPTION OF SHARES 16

T M TION 17

COSTS AND EXPENSES 18

GENERAL INFORMATION 18

The SICAV 19

Shares 19

Net Asset Value 19

Temporary Suspension of the Calculation of the Net Asset Value 21

General Meetings 22

Liquidation 22

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Management Report and Annual and Semi-Annual Accounts 24

Publication of the Net Asset Value 24 Financial notices 24 Custodian Bank and Principal Paying Agent 24

Domiciliary Agent, Administrative Agent, Registrar and Transfer Agent 25

Company Auditor 2s

Available documents 25

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KB LUX VENTURE CAPITAL FUND ll

BOARD OF DIRECTORS

Chairman :

Jean-Paul LOOS, Directeur of Kredietbank S.A. Luxembourgeoise, 43, boulevard Royal, L - 2955 Luxembourg

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Directors:

Rafik FISCHER, Directeur of Kredietbank S. A. Luxembourgeoise, 43, boulevard Royal, L - 2955 Luxembourg

Jean WEYNANDT, Directeur-Adjoint of Kredietbank S. A. Luxembourgeoise, 43, boulevard Royal, L - 2955 Luxembourg

Michel MEERT, Administrateur-Delegue of Kredietrust Luxembourg, 1 1, rue Aldringen, L - 2960 Luxembourg

REGISTERED OFFICE 1 1 , rue Aldringen, L - 1 1 18 Luxembourg

REGISTRAR AND TRANSFER AGENT, DOMICILIARY AND ADMINISTRATIVE AGENT

KREDIETRUST LUXEMBOURG SA. , 11, rue Aldringen, L - 2960 Luxembourg

CUSTODIAN BANK AND MAIN PAYING AGENT

KREDIETBANK S. A. Luxembourgeoise, 43, boulevard Royal, L - 2955 Luxembourg

INVESTMENT MANAGER KREDIETRUST LUXEMBOURG S.A., 11, rue Aldringen, L 2960 Luxembourg

COMPANY AUDITOR DELOITTE SA. , 560, Rue de Neudorf, L-2220 Luxembourg

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INTRODUCTION I KB LUX VENTURE CAPITAL FUND (hereinafter referred to as the “SICAV”) is a Luxembourg variable capital investment company (SICAV), governed by section II of the law of

The objective of the SICAV is to offer shareholders capital appreciation whilst applying the principles of risk distribution.

The SICAV gives investors a choice of several classes, each having a different investment objective. Each class constitutes a distinct set of assets, represented by a different category of shares. The SICAV constitutes a multiple-class company.

The share class which is being offered now is the following class:

L \i. 20 December 2002 relating to Undertakings for Collective Investments.

KB LUX VENTCTRE CAPITAL FUND - BIOTECHNOLOGY

The Board of Directors may decide at any time, in accordance with the Articles of association, to issue shares in other classes, the investment objectives of which will be different from those of the classes that have already been created. Similarly, the Board of Directors may terminate certain classes, in which case investors will be informed by the press and the Prospectus will be updated.

When new classes are created in this way, the prospectus will have to be updated with detailed information about these new classes.

The capital of the SICAV will, at all time, be equal to the total net assets of all the classes together, and will be expressed in EUR.

Shares in the SICAV may be issued at a price based on the respective net values of these shares. Redemption of shares at the unilateral request of the shareholders is not foreseen, given that this SICAV is a (( closed-ended )) investment company, In principle, conversion of shares of one class into shares of another class will not be possible, except where otherwise determined at the time a new class is launched.

The class KB Lux Venture Capital Fund - Biotechnology will terminate in 10 years, subject to three optional one-year extensions if necessary for orderly liquidation.

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INVESTMENT OBJECTIVES AND POLICY

The Articles of association empower the Board of Directors to determine the investment policy for each class of the SICAV. In order to comply with the regulations concerning venture capital funds subject to part II of the luxembourg law of 20 December 2002,the investment policy provides that at least 20% of the net assets of each class will be invested in venture capital. f i y balance will be invested in bonds, bank savings certificates, and other negotiable securities or debt instruments. Through these investments the SICAV is attempting to provide its shareholders with capital appreciation, whilst applying the principles of distribution of risks. As of the date of the present prospectus, one class has been created by the Board of Directors, viz.:

KB LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY

INVESTMENT STRATEGY The class will make investments in high-growthhgh-potential companies in the biotechnology and healthcare sector. The majority of portfolio companies the class will invest in will be based on leading-edge science in the fields of molecular biology, biochemistry, automation and physics as applied to biology. These companies will target attractively sized and fast growing markets such as diagnostics and therapies for cancer, auto-immune disease, diseases of the central nervous system, or genetic disease. Several companies will have a special focus on technologies and products derived from the emerging discipline of genomics. The class will also selectively invest in companies specializing in medical devices, bio-informatics, healthcare services and in other venture capital funds in this sector. Such other venture capital funds will be subject to risk diversification requirements comparable to those provided for luxembourg venture capital funds. The net asset value per share will be expressed in EUR. Biopharmaceuticals

Modern biopharmaceutical research uses the disciplines of biochemistry, genetic engineering and molecular biology to probe the fundamental nature of cells, tissues or organs in healthy and diseased states and search for curative causal therapies. Such therapies require a fundamental understanding of the workings of a disease from the genetic code to protein expression and immune response.

Major areas for investment in the biopharmaceutical field will include

0 the components of the drug discovery and development process such as target identification and validation, rapid drug screening and (rational) drug design, combinatorial and medicinal chemistry, transgenic animal technology drug delivery both for DNNprotedpeptide as well as small molecule drugs cell (replacement) therapy, antisense therapy, gene therapy

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0 genetic diagnostics bio-informatics molecular biology lab instrumentation

0 more conventional small molecule biopharmaceutical development projects, including their

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chemical precursors and special topics such as chirality and preparative chromatography natural medicines, where anecdotal data on safety and efficacy are often available from the outset and molecular biology tools and insights will greatly help to elucidate active ingredients and optimize drug leads transplantation medicine, including xenotransplants.

0 t h er Xnvestmen t Opportunities

To broaden the scope of the class and to be able to act on specific opportunities in the healthcare market with a different risk profile, the class will also consider investments in at least two oger major areas of interest :

Medical Devices : The most interesting new applications will be in minimally invasive or non-invasive therapies, as well as imaging technology

Health Sector Services will create opportunities for investment in software and telecommunication systems for tele-medicine and patient data management

Investment Stages Invesiments will be spread over the seed and start-up stages as well as development, expansion capital and smaller Management buy outdmanagement buy ins situations out of the pharmaceutical industry. The portfolio companies will usually have a combination of proprietary technology, excellent growth prospects, high-quality management, an understanding of the international nature of their business and the potential to go public or to be a strategic acquisition target at an attractive price. This strategy will likely provide for a good mix of risk profiles, investment maturities and timing of capital distributions, while balancing the workload of the investment manager. While the class will focus on investments in privately-held companies, with the objective of realising value through an initial public offering or trade sale, it will also consider selective privately negotiated investments in publicly held enterprises in situations in which valuations are attractive and the company fundamentals are consistent with the class investment philosophy.

Geographic Investment Focus There will be no geographical limitation for investments although the particular attention will be devoted to investments related to Germany and selected European countries (such as the United Kingdom, France, Benelux, Austria and Switzerland). This may be through their original founders or through research and development partnerships with academic institutions such as the Max Planck Society or through industrial collaborations with German pharmaceutical corporations. They may also form direct subsidiaries, which will carry out pre-clinical research and development, especially European clinical development and the marketing of these companies’ products. It is a special objective of the Fund to create transnational businesses, which will have access to science, management talent and capital on both sides of the Atlantic. The geographical focus may be adjusted with the changing environment for this type of investment.

Realization of Liquidity Investments by the class will be made with a view to the method and timing of the Fund’s anticipated realization of liquidity. It is a primary objective of the class to invest in a group of companies that promise to offer a good combination of early liquidity at lower multiples - mostly from later stage investments - and high long-term appreciation from early stage investments at low entry valuations, In general terms, the Fund will make investments in businesses

which will be attractive to the capital markets and are considered to be capable of going public at a later stage, and

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which will fall within the core business of major pharmaceutical corporations, facilitating a trade sale at attractive valuations.

Discussions with US and UK investment banks have indicated that there is strong demand from US institutions to invest in and take public emerging German technology companies. Several investment banks are currently building teams in and for the German market and are actively trying to position themselves for operating effectively in Germany.

In recent years, it has been a major objective of venture capitalists in Europe to improve the environment for raising money as well as exits for early stage investors. EASDAQ together 4 t h the German Neuer Markt and NASDAQ, represented a source of liquidity for venture capital investments, thereby, eliminating one of the most pressing problems of European venture capital since the early 1980’s: the lack of exit opportunities for venture capital funds.

INVESTMENT POLICY The class will invest mainly in companies at an early stage of development for which there is no public market but will also invest in publicly-traded companies where there is the potential to achieve venture capital rates of return. There is an increasing number of small quoted biotechnology companies which go public very early to raise capital and many of which are not well covered by investment analysts. Such companies provide enormous potential for the specialist investor who monitors their activities closely in order to maintain perspective on the industry as a whole. In bear markets, the share prices of some of these small companies fall to levels at which they represent outstanding value to the knowledgeable investor. The investment manager will ensure that at no time will the total cost of the investments then held, which were quoted at the time the investment was made, exceed 30% of the net assets of the class without the consent of the board of Directors of the SICAV. The Directors would expect such investments to represent a smaller proportion than this 30% limit.

The investments will normally be of an equity nature in the form of convertible preferred shares although bridging loans may occasionally be made. Investments will most frequently be made with other venture capital groups. The Company does not intend to own a majority stake in any of its investments and the cost of any total holding in any single issuer will not exceed 20% of the net assets of the class at the time it is made. The class may be represented on the board of some of the companies in which it invests and, in other cases, may have the right to attend board meetings or other management rights.

Although it is intended that the investments will be mainly in the area of biotechnology, the class may take advantage of a small number of opportunities outside this field in related areas such as medical devices and health care services where it is considered that high levels of investment return can be achieved. A minor exposure outside of Europe will also envisioned.

The proposed drawdown arrangements are designed to reduce the likelihood of the Company holding significant amounts of uninvested cash for long periods. Cash not immediately required will be held on deposit or used to acquire liquid investments such as certrficates of deposit. Each class may borrow the equivalent of up to 25% of its net assets without restriction in respect of the intented use thereof.

Each class may not acquire more than 10 % of the securities issued by the same issuer.

The compartment KB Lux Venture Capital Fund - Biotechnology is exceptionally authorised to invest up to 5,5% of its net assets into a intermediary company : US Fund Investment Holding Corp. (This limit of 5,5% applies at the time of acquisition of the shares of US Fund Investment

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Holding Corp.).

US Fund Investment Holding Corp has been been incorporated on June 2gth, 1999 according to Cayman Island legislation. The registered office of the Company is at the offices of Codan Trust Company (Cayman) Ltd., Zephyr House, Miry Street, George Town, Grand Cayman (BWI). The object of US Fund Investment Holding Corp. is to invest in venture capital projects,

Shares of US Fund Investment Holding Corp. are registered shares and are held by the following two shareholders : - -

TVM I11 GmbH & Co. KG has been incorporated on November 3'* 1999 and its registered office is at, 35, Maximilianstrasse, D - 80539 Munich. The purpose of this partnership is to invest in companies that develop commercial and industrial activities in the sector of new developing technologies situated in Europe and in the United States of America.

The directors of US Fund Investment Holding Corp. are the following two persons : - Mr 5. Weynandt, Directeur-Adjoint of Kredietbank S.A. Luxembourgeoise - Mr P. Auquier , Directeurof Kredietbank S.A. Luxembourgeoise.

The directors of US Fund Investment Holding Corp. are also member of the board of directors of the SICAV;

The auditor of the SICAV KB Lux Venture Capital Fund and of US Fund Investment Holding Corp. are member of the same group namely Deloitte S.A. (as from lst January 2000). The auditor of the SICAV will audit as well the financial statements of US Fund Investment Holding Corp..

The possibility to invest through the subsidiary US Fund Investment Holding Corp. may not be used to avoid the investment restrictions applicable to the SICAV in order to spread the investment risks,

- -. KB Lux Venture Capital Fund - Biotechnology (57,2%) TVM Techno Venture Management III Gmbh & Co. Betriebs KG (42,8%)

Up to 100 YO of the net assets of each class may be invested in securities that are not listed on an official stock exchange and not traded on a regulated market.

Furthermore, each class may not invest more than 20% of its net assets in other open-ended or closed-ended venture capital funds, being understood that not more than 10% of the net assets of each class may be invested in any such other single venture capital fund. Such other venture capital funds may be incorporated and domiciled in a member state of the European Union (EU), in Canada, the United States of America, Switzerland, Japan, Hong Kong, Isle of Man, Guernsey, Jersey, British Virgin Islands, Bahamas, Bermudes, Netherlands Antilles or Cayman Islands and are subject to a requirement of risk diversification comparable to those provided for in luxembourg regulation. Potential investors should be aware of the fact that when assets of a class will be invested in other open-ended or closed-ended venture capital funds, subscription, redemption and management fees charged by that other fund will affect the net asset value of the relevant class. The class incurs indeed a pro rata portion of the fees paid by such other venture capital fund in which the class invests to their manager or other service providers.

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WARNING :

The above-mentionned investment limits do not apply during the disinvestment period.

Such disinvestment period starts for the sub-fund Kl3 LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY seven years after the lauching period. During this period and until the closure of the sub-fund, the disinvestments may lead to temporary or permanent situations of

Lr F. levelling beyond guidelines of its investment strategy and policy.

RISK FACTORS Nature of venture capital investments While venture capital investments offer the opportunity for significant capital gains, such investments involve a high degree of business and financial risk that can result in substantial losses. The SICAV will emphasise investment in companies in their early stage of development or with little or no operating history. Many of these companies will operate at a loss, or with substantial variations in operating results from period to period. Many of these companies will need substantial additional capital to support additional research and development activities, expansion or to achieve or maintain a competitive position. These venture capital investments can experience failures or substantial declines in value at any stage and may face intense competition. Generally, the investments made by the SICAV will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. In most cases, investments will be long term in nature and may require many years from the date of initial investment before disposal. Sales of securities of private portfolio companies may not be possible and, could therefore have to be made at substantial discounts.

Competition in the venture capital industry There is substantial competition for attractive investment opportunities in the venture capital business. The SICAV’s task of identifying attractive investment opportunities and assisting in the building of successful young enterprises is difficult, There is no assurance that the SICAV will be able to invest its capital on attractive terms or that any such investments will be successful.

Potential lack of investment capital Although the SICAV has established the amount of capital to be raised on the expectation that such capital will be sufficient to invest, together with other investors, in a reasonable number of venture, the financial needs of these companies cannot be determined accurately until such businesses are identified and organised, and sometimes not until later developments occur. Accordingly, there can be no certainty that the capital available will be sufficient to finance the development of the businesses in which the class invests.

Reliance on the Investment Manager The Shareholders of the SICAV will not be permitted to evaluate investment opportunities or relevant business, economic, financial or other information which will be used by the class in making decisions. The SICAV has retained the Investment Manager for advice with regard to the general implementation of the SICAV’ s investment policy and the acquisition, disposal and management of any particular investments. Although the Investment Manager will devote such time and effort as may be reasonably required to implement the objectives of the SICAV, the directors, officers, and affiliates of the Investment Manager will not be required to devote their full time to the affairs of the SICAV.

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Expenses The expenses of the SICAV may exceed its income resulting in a reduction of the capital of the SICAV to the extent of that excess. There is no limitation on the amount of expenses to be borne by the SICAV.

Concentration of investments in biotechnology and healthcare

The SICAV’s investments will be concentrated in a single business sector, thereby increasing the Shareholders ’ investment risk.

Government regulation The SICAV will be investing in companies whose production and marketing of products and ongoing research and development activities are subject to regulation by government authorities of the United States and other countries. Because government regulations are continuously changing, there can be no certainty that the SICAV’s portfolio companies will be able to comply with such regulations. Failure to comply with such regulations may lead to the failure of the portfolio company, which would negatively affect the performance of the SICAV.

Competition in biotechnology and healthcare The SICAV will be investing in companies that are engaged in the research and development of products in the biotechnology industry. Competition among companies and academic institutions for the development of biotechnology and healthcare products is intense and expected to increase. There can be no assurance that any of the SICAV’s portfolio companies will be successful.

Patent protection The SICAV will be investing in companies that will need to obtain patent protection for products both in the US and in other countries. The patent position of biotechnology companies in many countries is highly uncertain and involves complex legal, scientific and factual questions. There is no consistent policy regarding the permissible breadth of coverage of claims allowed in biotechnology patents.

No US market for Shares There is no public market for the SICAV’s shares in the United States and it is not intended that one will develop in the future.

Valuation of investments The valuation method of the unlisted investments is explained under the chapter (( Net Asset Value D. The attention of the investors is drawn to the fact that the valuation of unlisted companies depends on subjective factors and can be difficult to realise with accuracy.

Speculative Nature of Investments and Avoidance of Risk The speculative nature of investments in development stage biopharmaceutical, medical device and other medical companies is well documented by the recent history of the biotechnology industry. The risks usually borne by such companies are manyfold :

Technologies may not work in the foreseen way or may become obsolete through the introduction of better technologies before they can have an impact in the marketplace.

fntellectual property positions may be difficult to review and determine.

It may be difficult to keep companies well financed at times when they still depend on outside funding from equity providers or the pharmaceutical industry.

Financing windows in the capital markets may open or close at essentially unpredictable times.

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Growing competition in the market for specific indications may narrow the revenue potential of any given drug or product under development.

The Fund will attempt to reduce the risk borne by investors in this industry by several strategies, including the following :

Diversification of investments by technology, maturity, indication, target market, and country.

Creation of a portfolio of product concepts and opportunities based on strong enabKng technology platforms. Usually companies cannot rely on only one product, but need to create a bundle of attractive projects which they can also use for partnering strategies with the pharmaceutical industry while retaining products in their core competency for internal development and exploit at ion.

Additional funding in the seed and start-up stages to reduce risk considerably. Current German co-investment programs (TBG, Bayern Kapital and others) not only provide funding alongside equity capital investors, but also provide downside protection for complete loss of the investment up to a certain maximum. Other public grant and subsidy schemes provide non-repayable funding for specific projects, especially collaborations with German universities and other research institutions. The combined financial leverage attainable from these programs is currently at a very attractive level and alleviates the problem of high amounts of funding necessary to take companies in this sector to later stages of development when they become interesting partners for the pharmaceutical industry or attractive for listings.

Developing relationships with a great number of investors, private as well as institutional, has helped in the past to finance companies even in times of general reluctance among venture capitalists to invest in biotechnology ventures in Germany. Being able to attract funding from a variety of sources reduces dependence on trends in the venture capital market and opens new avenues for growth.

Applying the strategy of creating transnational companies reduces the dependency on any one capital market and creates the opportunity to select the market for flotation in a timely manner.

Providing contacts to experienced managers from the pharmaceutical industry, helping to attract such individuals to join companies’ boards of directors and supporting management in establishing high-quality relationships is key to success in an industry which is based to varying degrees on image, association and vision. In lieu of products young healthcare companies very often need to involve the best (( names )) in the industry to attract attention which secures the llfeblood of this industry, outside funding.

while virtually no exit opportunities existed in capital markets for German venture capitalists in the 1980s and most of the 1990s, the situation is changing rapidly. After the successful introduction of the first German technology companies to NASDAQ, and the creation of EASDAQ and the Neuer Markt in Frankfurt, there were several markets which can be considered when a company wants to go public. Only strict adherence to quality will secure a long-term appreciation of value and interest among private and institutional investors.

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APPROPRIATION OF EARNINGS

The General Meeting will decide each year on the appropriation of the earnings, based on proposals made by the Board of Directors.

The Board of Directors may appropriate the proceeds from all signlficant sales of investmentsin portfolio companies.

Should the Board of Directors decide to propose to the General Meeting that a dividend be paid, this dividend will be calculated in accordance with the legal limitations and in accordance with the Articles of Association.

The Board of Directors may, if and when it deems appropriate, proceed to make interim payments on dividends.

Dividends which are not claimed within five years of their payment date will be foreclosed for the beneficiaries and will return to the class in question.

The Board of Directors may also decide to redeem shares or fractions thereof, in order to repay to the investor all such proceeds of sales of any underlying assets andor other income which will not be subject to a further investment.

In certain circumstances the Board of Directors is authorised to make in-kind distributions/payments of publicly-traded securities of portfolio companies

All such payments (distributions and redemption proceeds) will be made to the shareholders on a prorata basis in accordance with their shareholding until the shareholders have received cumulative payments equal to their capital contributions (G Full Pay-Out ))) and until the shareholders have received an internal rate of return of 6% on their paid capital contributions (N Hurdle Rate H). Thereafter, the Investment Manager shall receive 80% (N Catch-Up Payments ))) and all shareholders shall receive 20%, in proportion to their paid capital contribution, until the aggregate Catch-Up Payments amount to 20% of all payments after Full Pay-Out. All further payment, i.e. after Catch-Up is met, shall be made 20% to the Investment Manager and 80% to all shareholders in proportion to their paid capital contributions.

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INVESTMENT MANAGER

The SICAV’s Board of Directors is responsible for determining the investment policy, and for administering the SICAV.

The Board of Directors has entrusted Kredietrust Luxembourg S. A. with managing the SICAW’s class in the capacity of manager, which involves choosing their investments and directing their investment policies.

KREDIETRUST LUXEMBOURG S.A. was constituted on 16 February 1973 in the form of a Luxembourg public limited company (societe anonyme). Its registered office is established at L - 2960 Luxembourg, 11, rue Aldringen. KREDIETRUST LUXEMBOURG S.A. is part of the KREDIETBANK group. A management agreement between the SICAV and the Manager (KREDIETRUST LUXEMBOURG S.A.) was signed on 3rd May, 1999.

This agreement lasts for 10 years, and is automatically continued for further successive 1-year periods, if not cancelled by one of the two parties with three months’ written notice.

As remuneration for the function of Investment Manager, the SICAV will pay, at the end of each quarter, a commission of 23% p.a. calculated on the total amount subscribed as of the end of the initial subscription period for Kl3 Lux Venture Capital Fund - Biotechnology until the end of the fifth fiscal year after the end of the initial subscription period. Thereafter, the annual management fee will be 90% of the management fee of the immediately preceeding fiscal year.

In addition, the Investment Manager will receive (( Catch-Up Payments )) as described in this prospectus in chapter “Appropriation of earnings”.

These commissions may be amended by mutual agreement between the SICAV and the Investment Manager, subject to the updating of the Prospectus and this insertion of an announcement in the annual report. In the event that these commissions are increased, shareholders will be informed by an announcement published in the Luxemburger Wort and in a newspaper in each country in which the shares of the SICAV are marketed, and which the Board of Directors will be able to determine. This increase may become effective only one month after such publication during which redemptions may be made without any cost.

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ISSUING OF SHARES, SUBSCRIPTION AND PAYMENT PROCEDURE -1

Shares of the SICAV are not offered, nor is the SICAV managed or intended to serve as a vehicle for frequent trading that seeks to take advantage of short-term fluctuations in the concerlaed securities markets. This type of trading activity is often referred to as "market timing" and could result in actual or potential harm to the shareholders of the SICAV. Accordingly, the SICAV may reject any subscription or conversion of shares that the SICAV reasonably believes may represent a pattern of market timing activity involving the funds of the SICAV.

In respect of the (( KB LUX VENTURE CAPITAL FUND-BIOTECHNOLOGY )) class, the Board of Directors is authorized to issue shares at any point in time and without limitation.

Subscription orders may be handed into the SICAV itself or at the counters of institutions designated by it.

For this, the attached subscription form should be completed in duplicate.

Initial subscription period

The initial issue of shares for the (( KB LUX VENTURE CAPITAL FUND - Biotechnology )) class took place from 6 April 1999 until 23rd July 1999 based on an initial price of EUR 1,000 per share. At the time of initial subscription, the entry fee amounted to no more than 5% of the initial price, in favour of the professional intermediaries. The SICAV reserves the right to close the initial subscription period early, or to extend the initial subscription period (subject to an update of this present prospectus). Payment must be made by value 29th July 1999. The minimum subscription per investor is 25 units.

After the initial subscription period

The Board of Directors does not intend to issue shares on a continuous basis but may accept additional subscriptions for shares of (( KB LUX VENTURE CAPITAL FUND - Biotechnology )) for six months following the end of the initial subscription period.

When accepting subscriptions, the SICAV may issue shares on every lSt calendar day of each month (the "NAV calculation day"). Where this day is a holiday, the NAV calculation day is the next following bank business day in Luxembourg. In order to be taken into consideration, subscription applications must be introduced to the SICAV no later than 17.00 p.m. (Luxembourg time) on the last working day preceding the calculation of the applicable NAV. Applications introduced after this time will be carried forward to the next month.

The maximum deadline for payment of the issue price, set according to the above-mentioned rules, is five working banking days in Luxembourg after the applicable NAV calculation day.

A subscription fee of no more than 5% of the net asset value of the class may be charged in favour of the professional intermediaries.

Any tax and brokerage fees required by virtue of the subscription will be borne by the subscriber. These fees may not in any event exceed the maximum amount authorized by the laws, regulations and banking practices of the countries in which the shares are acquired.

The shares are only available in registered form.

No share certrficates will be issued to shareholders, except where they expressly request. Instead, the registration agent will issue a confirmation of registration.

If the holder of registered shares wants more than one certificate issued for his (her) shares, the cost of the additional certificates may be charged to that shareholder.

Share certificates will normally be issued within 15 days of subscription, subject to receipt of the

The SICAV reserves the right to reject any subscription application or to accept only part of it. In addition, the Board of Directors reserves the right to interrupt the issue and sale of shares at any time, without prior notice.

No share will be issued if calculation of the net asset value of the shares of a particular class is suspended. Notice of any suspension of this kind will be given to the persons who have presented a subscription application and applications which have been made or are in suspense during such a suspension may be withdrawn by written notice received by the SICAV prior to the revocation of the suspension. Applications which have not been withdrawn will be taken into consideration based on the net asset value calculated on the first NAV calculation day following the end of the suspension.

c full purchase price. -.

CONVERSION OF SHARES

In principle the conversion of shares of one class into the shares of another class is not possible, except where otherwise provided when a new class is launched.

Furthermore this Fund is closed-ended and Shareholders may not request unilateraly the conversion of their shares.

REDEMPTION OF SHARES I The Company has the power under its articles of incorporation to repurchase its shares or fractions thereof. The decision to repurchase will be binding for all the shareholders and affect them on a prorata basis in accordance with their shareholding. However the shares are not redeemable at the unilateral request of the shareholders. This Fund is closed-ended.

The Company will announce the applicable net asset value used for the calculation of the redemption price and the percentage of shares redeemed through mail addressed to the registered shareholders and, if certified bearer shares are issued, through announcement in two newspapers. The redeemed shares will be cancelled. The redemption price will be paid within ten luxembourg business days as from the applicable net asset value calculation day.

16

TAXATION 1 Taxation of the SICA V

According to the legislation in force, the SICAV is not subject to any Luxembourg income tax. Similarly, dividends paid by the SICAV do not carry any Luxembourg withholding tax. The SICAV, on the other hand, is subject to a subscription tax (taxe d’abonnement) equal to 0,05?4t~f the net asset value of the SICAV.

This tax is payable quarterly based on the net assets of the SICAV, calculated at the end of the quarter to which the tax refers.

TC.

No duty or tax is payable in Luxembourg on the issuance of shares in the SICAV, except for a one-off tax of LUF 50,000 (EUR 1.239,47) payable at the time of constitution.

According to current law and practice, no tax is payable on capital gains made on the assets of the SICAV. One can also foresee that no capital gains tax will be owed by the SICAV from investing its assets in other countries.

SICAV income in the form of dividends and interest from sources outside Luxembourg may be subject to withholding tax, at a variable rate, which in general is not recoverable.

Taxation of shareholders

Distributions made by the SICAV and income, dividends, other distributions and capital gains received by a shareholder resident in Luxembourg or abroad are not subject to a Luxembourg withholding tax.

Taxation of resident shareholders

In certain cases and under certain conditions, the capital gains made by a shareholder, an individual resident in Luxembourg holding or having held, directly or indirectly, more than 10% of the capital of the SICAV or of a sub-fund or holding the shares for six months or less before the transfer of a share, the dividends received by a shareholder and the proceeds made or received by a corporate body resident may be subject to taxation in Luxembourg unless a tax allowance or exemption applies.

A resident shareholder is also subject to a wealth tax in Luxembourg and to taxation on donations made in Luxembourg and to a certain extent to inheritance tax.

Taxation of non-resident shareholders

In certain cases and under certain conditions a non-resident shareholder holding or having held, directly or indirectly, more than 10% of the capital of the SICAV or a sub-fund of the SICAV or a shareholder having a permanent business establishment in Luxembourg to which the share is linked may be subject to taxation in Luxembourg unless a tax treaty limiting taxation in Luxembourg, a tax allowance or exemption applies,

17

A non-resident shareholder is not subject to a wealth tax in Luxembourg nor to taxation on donations not made in Luxembourg nor to inheritance tax.

Income received by a shareholder on the distribution or transfer of a share of one of the subfunds of the SICAV does not fall within the scope of Directive 2003/48/EC of the Council of Ministers of 3 June 2003 on taxation of savings income in the form of interest payments.

The shareholder may also be subject to taxation in his country of residence under the laws and regulations applicable to him and with which he must comply. Potential investors are advisedto x.

check the tax obligations in force in their country of residence.

The description in the section “taxation” is based upon the legal and regulatory texts which are in force on the date of the prospectus and which are liable to modification. The attention of potential investors is also drawn to the fact that the description of tax questions likely to concern people wishing to hold shares in the SICAV is not exhaustive. Potential investors are advised to check and take advice on the laws and regulations which may apply to them when subscribing to, buying, holding, transferring or selling shares in their place of origin, transaction, residence or domicile.

GENERAL INFORMATION

COSTS AND EXPENSES

The SICAV will bear all operating expenses (including the Investment Manager’s fees and the fees and certain expenses of the directors, the Custodian and its correspondents, the Domiciliary Agent, the Registrar and Transfer Agent, the Administrative Agent, the Company Auditor and the legal advisors, as well as the cost of printing and distributing annual and semi-annual reports, the present Prospectus and the share certificates), brokerage commissions and taxes payable by the SICAV, as well as the SICAV registration fees and the cost of maintaining this registration with all governmental authorities.

The costs and expenses relating to the setting up of the SICAV, the preparation and publication of the present Prospectus will be borne by the SICAV and will be depreciated over the first five years of business. These expenses were estimated at LUF 800,000 (EUR 19.832,48) and were borne exclusively by the class existing at the time of constitution, pro rata to the amounts received at the time of initial subscription. The costs relating to the launch of a new class will be shared out amongst the classes already existing; on the other hand, the new compartiment will also participate proportionally in the initial formation costs that are not yet amortized at the time of the launch of the concerned class. Costs and expenses which cannot be attributed to one particular class will be charged against the different classes, pro rata to their respective net assets. Costs and expenses attributable to a specific class will be charged directly against that class.

All commitments, whatever the class to which they are attributed, will bind the company as a whole, unless otherwise agreed with creditors.

18

The SICAV Kl3 LUX VENTURE CAPITAL FUND is a Variable Capital Investment Company (SocietB d’investissement a capital variable) created under Luxembourg law, for an unlimited period in Luxembourg on March 3rd, 1999, pursuant to the provisions of the law of 20 December 2002 relating to Undertakings for Collective Investment and the law of 10 August 1915 on Commercial Companies. It is subject in particular to the provisions of section II of the law of 20 December 2002 relating to Undertakings for Collective Investment.

The SICAV’s Articles of Association were published in the Memorial C, Recueil special des Societes et Associations (“le Memorial”) of 6th April, 1999. These Articles of Association, together with a legal notice relating to the issue of the shares of the SICAV, have been filed with the clerk of the local court of and at Luxembourg (Tribunal d’Arrondissement de et a Luxembourg). The articles of association have been modified by notarial deed dated 17 August 2004 and published in the {{ Memorial )) of 13 September 2004.

These documents are available there for examination, and copies may be obtained, on request, subject to payment of the clerk of court’s fees.

The SICAV is registered in the Luxembourg R.C.S. under no. B 68.614.

The SICAV’s registered office is established at L-1 1 18 Luxembourg, 11, rue Aldringen.

The capital of the SICAV is equal, at all time, to the net asset value of all the classes, and is represented by the shares issued, without nominal value, and fully paid up. Changes in capital are undertaken as of right and without the measures for publicity and registration in the Commercial Register and of companies required for increases and decreases in the capital of public limited companies. Its minimum capital is equivalent to EUR 1,250,000. The initial capital at the time of constitution was EUR 32.000,- in shares representing the class KB LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY.

Shares Shares will only be available in registered form. The SICAV may also issue fractional shares (thousandths).

The share register is held in Luxembourg by the registrar and transfer agent.

No share certificates will be issued to shareholders, except where they expressly request. Instead, the registration agent will issue a confirmation of registration.

Shares must be fully paid up, and are issued without mention of value.

There is no limitation to the number of shares issued.

The rights attached to the shares are those set out in the Luxembourg law of 10 August 1915 on commercial companies, and in amending legislation, in so far as these have not been derogated by the law of 20 December 2002 relating to Undertakings for Collective Investment . Shares have equal voting rights and equal rights to liquidation proceeds, Fractional shares do not have voting rights but participate in any possible dividend distribution.

Net Asset Value The net asset value (NAV), as well as the issue price for shares in each class, are calculated on the first calendar day of each month (“NAV calculation day”) in the currency in which the class

19

concerned is denominated, based on the last prices available on the markets where the assets held by the SICAV are traded. Where this day is a holiday, the NAV calculation day will be the next following bank working day in Luxembourg.

The net asset value is calculated by dividing the value of the net assets of each class of the SICAV by the total number of shares in the class in question which are in circulation on that date, and by rounding, for each share, the amount obtained to the second decimal place.

The net asset value of each class of the SICAV is equal to the difference between the assets qgd the liabilities relating to this class. In determining the net assets, income and expenditure &e accounted for on a day-by-day basis.

Towards third parties, the SICAV constitutes one and the same legal entity, and all commitments bind the SICAV as a whole, regardless of which classes these debts are attributed to, except where otherwise agreed with creditors. In relations between shareholders, each class is treated as a separate entity.

The assets, commitments, charges and expenses which are not attributable to one class will be imputed equally to the different classes or, in so h r as the amounts in question so justify, pro rata to their respective net assets.

The assets of the various classes will be determined by application of the following principles:

1 .

a

a

a

2.

3.

unlisted companies will be valued based on the realisation value which will be estimated by the Board of Directors with prudence and good faith. The Board of Directors will take into account the following guidelines and principles:

unlisted companies acquired in the 12 month period prior to the valuation date will be valued at cost unless the Board of Directors considers that there has been a material change in the financial position, or otherwise, of the company; in such a case, unlisted securities will be valued based on the estimation complying with the principles of prudence and good faith;

where a significant transaction which establishes an arm’s length price has been effected, this transaction will form the basis of valuation;

otherwise, unlisted companies will normally be valued by reference to their profits and the pricdearnings multiples applicable to comparable listed companies less a suitable discount to reflect the lack of marketability of the shares. Profits for the purpose of the valuations will be those disclosed in the latest audited accounts taking into consideration subsequent management accounts;

consideration, if appropriate will also be given to other factors including the asset backing, current year budgeted profits and any other short-term prospects of the sale of shares of the unlisted company.

Valuation of unlisted companies will be reviewed at least twice a year.

the value of cash held in hand or on deposit, of securities and bills payable at sight, of accounts receivable, of pre-paid expenses, and of dividends and interest announced or which have become payable and have not yet been received, will be constituted by the nominal value of these assets, except where it appears improbable that this value can be achieved; in which case, their value will be determined by deducting a certain amount which is sufficient in the view of the Board of Directors to reflect the true value of these assets;

any transferable security and any money market instrument negotiated or listed on a stock exchange will be valued on the basis of the last known price, unless this price is not

20

representative;

if, in the case of securities or money market instruments listed or traded on a stock exchange or another regulated market, the price determined pursuant to subparagraph (2) or (3) is not representative of the real value of these securities, these will be stated at Director’s valuation. This will be at cost unless in the Directors’ opinion a reduction in value is considered appropriate having regard to a company’s prospects, or a change of valuation is justified by reference to significant transactions in the securities by third parties;

any transferable security and any money market instrument negotiated on another market Gill be valued on the basis of the last available price;

stocks or shares in open-ended investment funds will be valued based on the last price determined according to the provisions of the particular investment fund. Where a net asset value which has been verified by an independent auditor is available, this will be used for the purpose of valuation, except where the Board of Directors is of the opinion that this net asset value no longer reflects the present conditions, in which case the latest calculation (not yet “audited’) of the net asset value will be taken into consideration, in so far as the Board of Directors considers it to be representative;

if, as a result of particular circumstances, valuation based on the above rules becomes impractical or inaccurate, other valuation criteria which are generally accepted and verifiable in order to obtain a fair valuation will be applied.

Lr

4.

5.

6.

7.

Any assets which are not expressed in the currency of the class to which they belong will be converted into the currency of this class at the exchange rate prevailing on the working day concerned, or at the exchange rate provided for by the terms of the contract.

The net asset values per share of each class and their issue price may be obtained on each bank working day from the SICAV’s registered office.

Temporary Suspension of the Calculation of the Net Asset Value The Board of Directors may suspend the determination of the net value of shares in one or more classes of shares and the issue of the shares in any class.

during any period in which one of the main stock exchanges or other markets on which a substantial portion of the SICAV’s investments which are attributable to a given class of shares are listed, is closed outside a holiday period, or during which operations on it are limited or suspended;

in the event of a situation which constitutes an emergency situation, resulting in the SICAV being unable to dispose of those of its assets attributable to a given class of shares, or to value them correctly;

when the means of communication usually used to determine the price or value of the investments of a given class of shares, or the current price of securities on a stock exchange, are out of service;

once a Meeting has been convened during which it will be proposed to dissolve the SICAV;

as from the effective date of a decision to close a class;

Such suspension will be published in the “Luxemburger Wort” as well as in a newspaper in each country in which the SICAV’s shares are marketed and which the Board of Directors will be able to determine. Such suspension will be notified to shareholders requesting the issue of shares by

21

the SICAV at the time they make a definitive application in writing.

Such suspension relating to a class of shares will not in any way affect the calculation of the net asset value, or the issue of shares in other classes of shares.

General Meetings The Annual General Meeting of shareholders of the SICAV will be held every year at the SICAV’s registered office in Luxembourg, on the first Monday of May at 11 .OO a.m. (or the next following working day if this is not a legal or bank working day in Luxembourg) and for the fmt time in 2000.

Notice of any General Meeting will be sent to all registered shareholders, at the address given in the shareholder register, at least 8 days before the General Meeting. These notices will state the time and place of the General Meeting and the conditions of admission, the agenda, and the requirements of Luxembourg law with regard to the necessary quorum and majority.

The requirements concerning the giving notice of meetings, participation, quorum and voting at any general meeting are those established in articles 67, 67-1 and 70 of the law of 10 August 191 5 of the Grand Duchy of Luxembourg, as subsequently amended.

Resolutions taken at general meetings will be binding on all shareholders of the Company, regardless of the class in which they hold shares. However, where the decisions to be taken concern solely the particular rights of shares in one class of shares, these decisions must be taken by a meeting representing the shareholders of the class of shares concerned. The requirements concerning the holding of such meetings are the same as those mentioned in the previous paragraph.

Liquidation The SICAV will be liquidated pursuant to the law of 20 December 2002 relating to Undertakings for Collective Investment .

In the event that the capital of the SICAV falls below two-thirds of the minimum capital, the Board members must submit the question of the dissolution of the SICAV to the General Meeting, which will deliberate without any requirement for minimum presence, and make its decision by a simple majority of shares represented at the meeting.

Should the capital of the SICAV fall below one quarter of the minimum capital, the Directors must submit the question of the dissolution of the SICAV to the General Meeting, which will deliberate without any requirement for minimum presence; the dissolution of the SICAV may be pronounced by shareholders holding a quarter of the shares represented at the meeting.

The General Meeting must be convened in such a way that it is held within 40 days of the date on which it is observed that the net assets have fallen below two-thirds or one quarter respectively of the minimum capital. In addition, the SICAV may be dissolved by a decision of the General Meeting ruling according to the provisions of the Articles of Association governing this matter.

The decisions of the General Meeting or of the court pronouncing the dissolution and liquidation of the SICAV will be published in the Memorial and in three sufficiently widely distributed newspapers, at least one of which will be a Luxembourg newspaper. This publication will be undertaken by the liquidator(s).

Should the SICAV be liquidated, the liquidation will be carried out by one or more liquidators appointed in accordance with the Articles of Association of the SICAV and of the Luxembourg

22

law of 20 December 2002 relating to Undertakings for Collective Investment . The net liquidation proceeds of each class will be distributed to shareholders proportionally to the number of shares that they hold in the particular class and also as a function of the share class. Any amounts which have not been claimed by shareholders by the closure of the liquidation will be deposited with the Caisse des Consignations in Luxembourg. Any amounts not claimed by the expiry of the term of limitation (30 years) may no longer be withdrawn.

The Board of Directors may propose to shareholders, at any time, to close a class in the following

where the net assets of the class(sj in question are less than EUR 1,250,000 (or its countervalue in another currency);

in the event of a change in the economic andor political environment.

c_ cases: TC.

Until such time as the decision to liquidate is executed, the Board may propose to the shareholders of the class in question that they either redeem their shares, or convert these shares into shares in another class of the SICAV. For the purpose of such redemptions, the SICAV will take as its basis the net asset value, taking into account the liquidation costs, and no other fees will be deducted. The Board of Directors will determine the conditions for such closing. The decision to close a class will be published in the same way as financial notices. Any amounts not claimed by shareholders by the closure of the liquidation of a class will be deposited with the custodian for a period of six months after the close of liquidation. After such time, the assets will be deposited with the Caisse de Consignation in Luxembourg. The Caisse de Consignation will hold these liquidation proceeds for 30 years.

Under the same circumstances as provided in paragraph 6 hereabive, the board of directors may decide to close down one class of shares by contribution into another class of the corporation. In addition, such merger may be decided by the board of directors if required by the interests of all the shareholders of the relevant class. Such decision will be published in the same manner as described in the preceding paragraph and, in addition, the publication will contain information in relation to the new class. Such publication will be made one month before the date on which the merger becomes effective in order to enable shareholders to request redemption of their shares, free of charge, before the operation involving contribution into another class becomes effective.

The decision relative to the merger will be binding upon all the shareholders who have not asked for redemption of their shares after a one month’s period.

The board of directors may also, under the same circumstances as provided in paragraph 6 hereabove, decide to close down one class of shares by contribution into another collective investment undertaking governed by Part I or Part II of the Luxembourg law of 20 December, 2002. In addition, such merger may be decided by the board of directors if required by the interests of all the shareholders of the relevant class. Such decision will be published in the same manner as described above and, in addition, the publication will contain information in relation to the other collective investment undertaking. Such publication will be made one month before the date on which the merger becomes effective in order to enable shareholders to request redemption of their shares, free of charge, before the operation involving contribution into another collective investment undertaking becomes effective. In case of contribution to another collective investment undertaking of the mutual fund type, the merger will be binding only on shareholders of the relevant class who will expressly agree to the merger.

The decision to liquidate or to merge a class of shares in the circumstances and in the manner described in the preceeding paragraphs may also be taken at a meeting of the shareholders of the class to be liquidated or merged where no quorum is required and where the decision to liquidate

23

or merge must be approved by shareholders holding at least 50% of the shares represented at the meeting.

The contribution of one class into another foreign collective investment undertaking is only possible with the unanimous agreement o f all the shareholders of the class concerned or under the condition that only the shareholders who have approved the operation will be transferred.

The i<KB Lux Venture Capital Fund - Biotechnology>> class will terminate in 10 years, subject to three optional one year extensions if necessary for orderly liquidation. Sugh extensions may be decided by the Board of Directors when they consider that circumsta&es require to do so.

Management Report and Annual and Semi-Annual Accounts Reports to shareholders on the previous financial year, verified by the Company Auditor, are available at the SICAV’s registered offices and at other institutions appointed by it, and are sent to registered shareholders at the address indicated in the shareholders’ register at least 8 days before the Annual General Meeting. Unaudited semi-annual reports are also available at the registered office and are sent to registered shareholders.

The SICAV’s financial year begins on 1 January and ends on 31 December of each year. By way of exception, the first financial year will begin on the day on which the SICAV is constituted and will end on 31 December 1999.

The accounts of the SICAV will be expressed in EUR. The accounts of the classes of shares which are expressed in different currencies will be converted into EUR and added with a view to determining the SICAV’s accounts.

Publication of the Net Asset Value The net asset value of each class and the issue prices will be published on each NAV calculation day at the SICAV’s registered office. They may also be inserted in any newspaper which the Board of Directors decides. They may be obtained from other institutions designated by the SICAV.

Financial notices Financial announcements will be published in the countries in which the SICAV is marketed and, in the Grand-Duchy of .Luxembourg, in the Luxemburger Wort.

Custodian Bank and Principal Paying Agent KREDIETBANK S. A. Luxembourgeoise, a public limited Company, having its registered office in Luxembourg, 43, Boulevard Royal, has been designated as the Custodian Bank of the SICAV by virtue of a contract concluded on March 3rd, 1999.

KREDIETBANK S.A. Luxembourgeoise is a Luxembourg bank constituted on 23 May 1949. At 3 1 December 2005, its Shareholders’ equity amounted to EUR 1,248,000,000.

All securities and liquid assets included in the SICAV are entrusted to the Custodian Bank which fulfils the obligations and duties set out in the Custodian contract.

In particular, the Custodian must:

a) ensure that the sale, issue, redemption and cancellation of shares undertaken by the SICAV or for its account, take place in conformity with the law or with the Articles of Association of the SICAV,

b) ensure that, for operations involving SICAV assets, the counter-value is made available to it within the normal timeframe

24

c) ensure that the SICAV’s proceeds are applied in accordance with the Articles of Association.

It may, in accordance with banking custom and under its responsibility, entrust certain assets of the SICAV which are neither listed or traded in Luxembourg to other institutions.

Any deed whatsoever involving the disposal of the assets of the SICAV is carried out by the Custodian Bank on the SICAV’s instructions. This function is remunerated by normal commissions which are charged to the SICAV. These are a commission calculated on the value

Under the terms of a contract concluded on March 3rd, 1999 between the SICAV on the one hand and KREDIETBANK S.A. Luxembourgeoise on the other, the latter also acts as Principal Paying Agent.

The above-mentioned contracts are concluded for an unlimited term and may be cancelled by each party with three months’ notice.

Domiciliary Agent, Administrative Agent, Registrar and Transfer Agent KREDIETRUST LUXEMBOURG S. A. has been appointed Domiciliary Agent, Administrative Agent and Registrar and Transfer Agent under the terms of a contract concluded on March 3rd, 1999,

The above-mentioned contracts have been concluded for an unlimited period, and may be cancelled by each party with 3 months’ notice.

KREDIETRUST LUXEMBOURG S.A. was established on 16 February 1973 in the form of a public limited company (societe anonyme) under Luxembourg law. Its registered office is established at 11 rue Aldringen. KREDIETRUST LUXEMBOURG S.A. is part of the KREDIETBANK group.

KREDIETRUST LUXEMBOURG S. A.in its position as Administrative and Registrar and Transfer Agent is entitled to charge, under its liability, the European Fund Administration ({{ EFA H) societe anonyme, established in Luxembourg, 2, rue de l’Alsace, P.O. Box 1725, L- 101 7 Luxembourg, with the fulfilment of all or part of its duties.

Company Auditor The auditing of the SICAV’s accounts and of the annual reports is entrusted to DELOITTE S.A..

Available documents The SICAV’s Articles of Association and financial reports are made available to the public, free of charge, at the SICAV’s registered office.

of the SICAV’s net assets and payable monthly, plus a fixed commission per operation. & 5.

The following contracts may also be examined at the SICAV’s registered ofice:

domiciliary agent contract;

administrative agent contract; custodian bank contract ; paying agent contract; the management contract.

registrar and transfer agent contract ;

25

Shareholder’s Copy

KB LUX VENTUFW, CAPITAL FUND Variable capital investment fund

(societe d ’investissernent a capital variable) 1 1, rue Aldringen, Luxembourg

RCS. No. B 68.614 Ct \i.

Legal notice has been filed with the Clerk of the Local Court of and at Luxembourg (Tribunal d jlrrondissement de et a Luxembourg).

The undersigned:

Name First name : Address

having received and read the prospectus of KB LUX VENTURE CAPITAL FtJND (the “SICAV”) declare that they subscribe to:

- ... . . . . shares in the “KB LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY’ class

The shares should be issued and delivered in the form of 0 a registration certlficate 0 a confirmation of registration

CERTIFICATES

1 10 100

shares

KB LUX VENTURE CAPITAL FWND-BIOTECHNOLOGY

26

Certificates ( ) ( )

should be held for collection by should be sent to me by registered mail at my risk ( ) ( ) should be placed in my file no with

to the address given above to the following address

( ) c_ TC.

Payment will be made ( ) to Kredietbank S.A. Luxembourgeoise, 43, boulevard Royal, L - 2955 Luxembourg

Means of payment ( ) by bank transfer to Kredietbank S.A. Luxembourgeoise

in EUR for account no, 52-225923-56 of €3 LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY by debiting my account no; ( )

( ) other

Done in duplicate at ........................................................... on ..................................... The signature should be preceded by the words “read and approved’.

Signature(s)

27

Bank’s Copy

KB LUX VE- CAPITAL FUND Variable capital investment fund

(societe d ’investissement a capital variable) 1 1, rue Aldringen, Luxembourg

RCS. NO. B 68.614 - -.

SUBSCRIPTION FORM

Legal notice has been filed with the Clerk of the Local Court of and at Luxembourg (Tribunal d jlrrondissement de et a Luxembourg).

The undersigned:

Name First name : Address

having received and read the prospectus of KB LUX VENTURE CAPITAL FUND (the “SICAV”) declare that they subscribe to:

- . . . . . . . shares in the “KB LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY’ class

The shares should be issued and delivered in the form of a registration certificate

0 a confirmation of registration

CERTIFICATES

1 10 100

shares

KB LUX VENTURE CAPITAL ‘FUND-BIOTECHNOLOGY

28

Certificates ( ) ( )

should be held for collection by should be sent to me by registered mail at my risk ( ) ( ) should be placed in my file no with

to the address given above to the following address

( ) - -.

Payment will be made ( ) to Kredietbank S.A. Luxembourgeoise, 43, boulevard Royal, L - 2955 Luxembourg

Means of payment ( ) by bank transfer to Kredietbank S.A. Luxembourgeoise

in EUR for account no. 52-225923-56 of KB LUX VENTURE CAPITAL FUND - BIOTECHNOLOGY by debiting my account no; ( )

( ) other

Done in duplicate at ........................................................... on ..................................... The signature should be preceded by the words "read and approved".

Signature(s)

29