XSML SME FUND

Target: EUR 150,000,000

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SELLING RESTRICTIONS

The distribution of this document and the offer, sale and delivery of participations in the Fund in certain jurisdictions may be restricted by law. No action has been or shall be taken to permit the distribution of this document in any jurisdiction where any action would be required for such purpose or where distribution of this document would be unlawful. This document does not constitute an offer for, or an invitation to subscribe to or purchase, any participations in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this document comes are required to inform themselves about and observe any such restrictions.

The Netherlands The Fund has not been registered for public offer or distribution in the Netherlands, does not require a license under the Dutch Financial Supervision Act (Wet op het financieel toezicht) and is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten).

United States This document is not a prospectus. Please note that it should be read in conjunction with the prospectus which can be obtained by request to the Manager.

LuxembourgThe content of this document has not been reviewed by the commission de surveillance du secteur financier. Investors are advised to exercise caution in relation to the product described herein. If an investor has any doubt about any of the contents of this document, the investor should obtain independent professional advice. The closed-ended fund (the "Fund") has not been registered as a foreign fund with the Commission de Surveillance du Secteur Financier (the "CSSF"). No prospectus (the "Prospectus") in respect of the participations (the "Participations") has been approved by the CSSF. The Participations may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless:(i) a prospectus has been duly approved by the CSSF if Luxembourg is the home member state (as defined in the Law of 10 July 2005 on prospectuses for securities (the "Law") and implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive")); or (ii) if Luxembourg is not the home member state, the CSSF has been notified by the competent authority in the home member state that a prospectus in relation to the Participations has been duly approved in accordance with the Prospectus Directive; or(iii) the offer benefits from an exemption to or constitutes a transaction not subject to, the requirement to publish a prospectus pursuant to the Law; or(iv) a prospectus has been duly approved by or notified to the CSSF, as the case may be, in the framework of the Luxembourg law dated 20 December 2002 on undertakings for collective investment, as amended from time to time, or in the framework of Luxembourg law dated 13 February 2007 relating to specialized investment funds, as amended from time to time.

This document has been prepared solely for information purposes and has no contractual value. It does not constitute and shall not be construed as a securities offer, or an offer to sell or a solicitation of an offer to acquire any security, investment product or service or an invitation or a recommendation to invest or to enter into any transaction. The content of this document and in particular the terms of any investment in respect of the Participations of the Fund shall be exclusively subject to the detailed provisions, including risk considerations, contained in the Prospectus for the issue of the Participations and you agree to make your independent purchase decision only based on the Prospectus and without reliance on the information provided herein. The value of an investment in the Participations may go down as well as up and past performance is not a guide to the future. The investor may not recover the full amount invested. Because of the closed-end feature of the Fund, you may not be able to switch or cash in your investment when you want. The Fund described herein differs from open-ended funds in that it does not redeem its Participations at the request of the Participant. The aforementioned risks factors shall be further considered in light of the "risk factors" section of the Prospectus. The Participations described herein may not be suitable or appropriate for all investors. You must review this document with due regard to your personal circumstances and evaluate the information contained herein independently, or with advice from your professional advisors.

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CONTENT OF PRESENTATION

Introduction

Team & Track Record

How do we invest?

Where do we invest?

Fund characteristics

ESG

Other issues

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INTRODUCTIONAn emerging asset class between microfinance and the stock market:Small and Medium Sized Enterprises (SMEs)

XSML invests in SME-funds in emerging markets

The number of SME-funds is rising and their returns are increasing.

XSML generates Sound and Social profits

Social and sustainable investments gain justifiable importance - and returns.

XSML is a well diversified emerging markets fund, with a strong focus on Africa

Africa is on the rise as an emerging market; however, XSML commits max 40% on this continent

XSML cooperates with first class organizations

RBS, ABN-AMRO, KPMG, Clifford Chance

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INTRODUCTIONXSML capitalizes on higher emerging markets growth

Source: World Bank

SMEs benefit from higher economic growth in EM, in particular in Asia and Africa; Markets have rebounded leading to exit opportunities for PE funds.

2007 2008 2009 2010 2011-4

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World East Asia and Pacific South Asia Sub-Saharan Africa Euro Area

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TEAM

Who are we?

Over 25 years experience investing in emerging markets;

Direct and indirect investments in SMEs and funds;

Extensive experience in restructuring & recovery in Africa and Asia;

Emerging Markets Fund Management expertise;

Experience in setting up investment funds

Hands-on entrepreneurial SME experience.

Full resumes are available in prospectus

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TEAM

Investment professionals and first hand entrepreneurial SME experience

Marcel Posthuma gained over 15 years banking experience in Africa and Asia. Marcel structured and executed mezzanine, equity and loan transactions in Asia for FMO (Dutch Development Bank).He gained experience with non performing Funds in Africa and acted as manager for the Asia team. Marcel was responsible for investments in SME Funds in India, Indonesia, Vietnam and China. Before joining FMO he has fulfilled various positions in ABN AMRO international financing operations covering Africa and South East Asia. He worked for two years in Surinam for a subsidiary of ABN AMRO in a hyper inflation environment. Marcel graduated from the University of Leiden with an MA in Law.

Jarl Heijstee has over 10 years experience in selecting, setting up, and managing investments funds in emerging markets. He gained experience in structuring private equity and mezzanine transactions in Latin-America, with a particular focus on SME and microfinance sectors. Jarl was a portfolio manager and analyst for Global Emerging Markets Equity Fund with ABN-AMRO and an investment officer for the FMO (Dutch Development Bank) in Latin-America and the Caribbean. Most recently, Jarl was based in La Paz, Bolivia, where he was responsible for setting up and rolling-out a local currency microfinance fund for Latin America. Jarl holds an MA in Management and Organization from the University of Groningen, and he is a Chartered Financial Analyst (CFA).

Jan Vos is SME entrepreneur. He founded @Globe (2000) and GovWorks (2004), now profitable internet companies. Jan conceived the idea for the companies, wrote the business plans, realized investments by informal investors, contracted MT, partners & staff, supervised product development and contracted over 250 clients, amongst others leading multinational corporations and governmental organizations. He sold the companies in trade sale to SDU Publishers in 2008. Jan holds an MA in Contemporary World History from Erasmus University Rotterdam.

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TRACK RECORD TEAM: INVESTMENT EXAMPLESTransaction

Type of transaction

Amount Net Return (expected)

LocfundEquity and subordinated debt

USD 5,000,00012-20% equity8% subordinated debt

Banco Popular Equity USD 3,000,000 20-25%

LafiseSubordinated debt plus warrants

USD 12,000,000 14-18%

City Union Bank Equity USD 4,000,000 15-30%

Blue Orchard CDO Subordinated notes USD 30,000,000 9%

Banyan Tree Growth Capital Fund

Equity USD 25,000,000 18%

The Asian Entrepreneur Legacy One Fund

Equity USD 50,000,000 >25%

Aavishkaar India Micro Venture Fund

Equity USD 2,000,000 12%

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HOW DO WE INVEST?

XSML is a private equity ‘fund-of-funds’; the funds invest in non-listed SMEs.

XSML Management

XSML SME Fund

Fund

Fund

Fund

Fund

SME SME SME SMESME SME

Fund

Fund

Fund

Fund

SME SME SME SMESME SME

Fund

Fund

Fund

Fund

SME SME SME SME SME SME

40% 20% 40%Africa & M. East Latin-America Asia

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HOW DO WE INVEST?

Type of Funds

Entrepreneurial Fund Managers with a proven track record;

Focus on second stage growth businesses;

Alignment of interest between the Fund Management and the Fund’s investors;

Sound investor base;

Specific investment focus in terms of regional or sector coverage;

Sound corporate governance structure and environmental & social guidelines;

Innovative business models to reach SMEs;

In principle, no secondaries; however, selective lucrative opportunities will not be evaded.

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HOW DO WE INVEST?

PRE-SCREENING (200-250)

SCREENING (50-60 p.a.)

DUE DILIGENCE (10-15 p.a.)

INVESTMENT(5-6)

• Focused on second stage growth• Focused on small businesses• Fit with current portfolio (no overlap)

• Added value manager• Track record & Performance

• Management• AML & KYC procedures in place • Analysis of SMEs

• Legal & tax

From pipeline to final investment

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HOW DO WE INVEST?

Fund-of-Fund creates lucrative co-investment opportunities

40% of XSML investments are direct investments in SMEs;

these SMEs are portfolio companies of XSML local Fund Managers;

co-investments allow direct investments, create higher returns and lower costs.

This approach offers investors:

a.) interesting opportunities through co-investment rights.

b.) a learning curve in this emerging asset class.

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HOW DO WE INVEST?

Historical Net Return of XSML Selected SME funds

Fund Examples Region Vintage Year Multiple of cost Return (Net IRR)

South East Asian Fund Asia 2004 2.2x 22.0%

South Asia Fund Asia 2006 2.2x 22.3%

China Fund Asia 2001 1.9x 29.8%

East Africa Fund Africa 2003 2.2x 16.5%

West Africa Fund Africa 2003 2.4x 20.6%

Pan-African Fund Africa 2004 1.7x 35.0%

South African Fund Africa 2001 2.2x 29.0%

North African Fund Africa 2000 1.3x 14.3%

Small business East Africa Fund Africa 2004 1.5x 11.0%

Peru Fund Latin America 2004 1.7x 21.6%

Central American Fund Latin America 2002 2.1x 16.6%

Overall No of funds 11 funds 1,95x 21,7%

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HOW DO WE INVEST?

From Gross Return to Net Return

XSML Exposure Target Return

SME Funds 60% 17.0%

Co-investments 40% 25.0%

Overall XSML Gross Return 100% 20.0%

Overall XSML Net Return 100% 17.0%

• Prudent estimates of net returns;

• XSML invests 60% in SME funds, 40% directly in SMEs;

• Co-investments generate a higher return and compensate fund costs.

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WHERE DO WE INVEST?

XSML’s pipeline of prospective investments

RegionNumber of Investments

Total Amount in EUR mln

Asia 6 40

Africa 5 35

Latin America and The Caribbean

3 10

Total 14 85

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WHERE DO WE INVEST?

First investments stand-by for disbursement after closing

Amount Amount

CAPE Fund III EUR 7,500,000

AfricInvest II EUR 7,500,000

Horizon III EUR 7,500,000

VenturEast Fund III EUR 5,000,000

Kendall Court Bristol Fund II EUR 7,500,000

Mekong Enterprise III EUR 5,000,000

Total EUR 40,000,000

• EUR 40,000,000 prepared for quick disbursement after first closing;

• Network, experience and pipeline in place to act fast after closing;

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WHERE DO WE INVEST?

Example Fund (1): AfricInvest II

Pan-Africa SME Fund covering North, West and Central Africa;

Fund Size EUR 60,000,000.- average deal size EUR 5,000,000-;

Focus on regional expansion growth businesses;

Self-liquidating instruments and equity participations;

Targeted transaction IRR 25-30%. net IRR >20%;

Successful exits and return first generation fund;

Strong management: African Capital Partners, operating from Tunis with offices throughout the region;

Strong back-up from Development Finance Institutions and local financial institutions.

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WHERE DO WE INVEST?

AfricInvest (Maghreb): learning curve

.

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WHERE DO WE INVEST?

Example SME (1)

The Company: Finapack Moroccan manufacturer of cardboard packaging; Acquisition of market leader Cofipack; integration production

process. Company tripled production over investment period.

Investment New investment of EUR 1.37 milllion; Equity stake sold in trade sale for Euro 2.2 million to International

Paper (USA); Capital gain EUR 0.75 million.

Social Impact Creation of jobs; Significant growth in revenues and in net profit.

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WHERE DO WE INVEST?

Example Fund (2): Mekong Enterprise Fund III (MEF)

Vietnamese SME Fund, covering Vietnam, Cambodia, and Laos;

Fund Size $ 100,000,000 -- investments range $ 2,500,000 - $ 10,000,000;

Focus on high growth companies involved in manufacturing, assembly and domestic consumers;

Current performance of MEF I and MEF II: Net IRR > 15%;

Majority of its investments will be quasi equity;

Strong and large local team with different backgrounds, based in Vietnam;

The Fund assists the investee companies in improving corporate governance and financial reporting;

Vietnam has a well-educated, young, and dynamic population and good macro economic prospects.

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Example SME (2)

The Company: Mobile World Joint World The fastest growing Vietnamese mobile phone retailing chain; Number of outlets increased from 6 in 2006 to 21 in 2008; Revenues increased from $ 21,000,000 to $ 51,000,000 in 2008;

Investment New investment of $ 2,500,000; Convertible loan; Put option issued by sponsors.

Social Impact and Corporate Governance Since inception in 2004, MWJW has created more than 1,000 jobs; Post-investment the company made significant Corporate

Governance improvements.

.

WHERE DO WE INVEST?

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WHERE DO WE INVEST?

Example Fund (3): VenturEast Life Fund III (VenturEast)

Indian SME Fund;

Fund Size $ 150,000,000 - investments range from $ 1,000,000 - $ 10,000,000;

Focus on healthcare, food & agribusiness, and clean environment sectors;

Performance of VenturEast I&II: Gross realized IRR 40% for Fund I and unrealized IRR of 20% (December 2008) for Fund II;

Investments will be equity and quasi equity;

Investment team has been together since its inception in 1996;

The Fund has a venture style of investing: strong involvement in operations and close cooperation with management of the investee company;

Healthcare, agri and the clean environment areas are facing a big demand-supply gap in India.

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WHERE DO WE INVEST?

Example SME (3)

The Company: Ocean Sparkle Limited. Indian company, provides port operations & management

services; Company generates sales of more than $ 20 million p.a.; Market leader, founders started company from scratch.

Investment Equity investment of $1.1 million; Equity stake sold to PE Player; Exited at a multiple of 40 times cost;

Social Impact Implementation of Environmental, Health and Safety

Management Systems; Implementation of Vessel safety/pollution control and

Oil/chemical spill containment and recovery.

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WHERE DO WE INVEST?

Example Fund (4): Capital Alliance Private Equity III (CAPE)

Nigerian SME Fund;

Fund Size USD 190,000,000 - investments range from USD 5,000,000 – USD 25,000,000;

Focus on Telecom, Services & Logistics and Oil & Gas;

Performance of CAPE I&II: Gross realized IRR 46.4% for Fund I and Gross realized IRR of 69.6% (June 30, 2009) for Fund II;

Investments will be equity and quasi equity;

CAPE has USD 540 million under management and investments in 31 companies;

CAPE was formed in 1997 and is building on experience & success of CAPE Iⅈ

CAPE generates interesting co-investing opportunities.

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Example SME (4)

The Company: MTN Nigeria MTN Nigeria is subsidiary of MTN International Launch in August 2001, leading telecom service provider in

Nigeria;

Investment Amount invested USD 10,717,000 Gross IRR 79.97%;

Social Impact and Corporate Governance MTN’s overriding mission is to be a catalyst for Nigeria’s

economic growth and development, helping to unleash Nigeria’s strong developmental potential not only through the provision of world class communications but also through innovative and sustainable corporate social responsibility initiatives.

MTN’s foundation supports numerous Educational, Health, and HIV/AIDS projects.

WHERE DO WE INVEST?

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FUND CHARACTERISTICS

Your investment is called over five years and returns over 7 years

Investments will be made in the first five years.

Return will be positive after 4 years; this is when the first investments start to generate a return.

The Gross IRR is 20%.

Assumption: fund size 100 mln

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 20200.0

50.0

100.0

150.0

200.0

250.0

300.0

XSML Cummulative investments / returns

Cummulative Investment costs Cummulative Return

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FUND CHARACTERISTICS

Management Fee1,5% over total committed capital during investment period

1,5% NAV over remaining fund maturity

Carried interest10% with 8% hurdle rate

Other Fund costs

Estimated 0,25% accounting, audit, fund administration

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FUND CHARACTERISTICS

Checks and balances ensure a careful but decisive governance structure.

Advisory Committee Reviews asset valuations and the Fund’s investment strategy; Reviews the Fund’s financial statements and annual budget; Reviews any conflicts of interest.

Investment Committee Reviews and analyze all investments and divestments proposed by the Manager; Actively oversees the Fund’s investment and exit processes; Reviews the SME funds and SME companies’ performances.

Committee of Recommendation Advises the management team on the strategy of XSML; The Committee of Recommendation does not have any formal decision-making authority.

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FUND CHARACTERISTICS

Advisory Committee

Committee of Recommendation

Inde

pend

ent

chair

man

Repr.

man

agem

ent

Inve

stor

Investment Committee

Management XSML

Inve

stor

Inve

stor

2 seats(chairman)

Independent member

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FUND CHARACTERISTICS

Advisory Committee

Arthur Arnold has worked for the ABN AMRO Bank for almost 24 years, in several management positions in France, Italy, Morocco, Iran, Great Britain and the United States. He often managed large integration processes within ABN AMRO. In 1992 he switched to the Rabobank Group. During 8 years of working for the Rabobank Group, he was director of Investment Banking and chairman of the Board of Rabobank International. In the final two years he was director of Strategic Alliances, member of the Policy Board and the Board of Rabobank Securities. In 2000 Mr. Arnold became President and Chief Executive Officer of the World Council of Credit Unions (WOCCU), the trade and development organization of 40.000 financial cooperative societies. Since January 1 2005, Mr Arnold has been Chief Executive Officer of FMO. FMO is the Dutch development bank active in over 60 developing countries.

Investment Committee

Jan Prins played a pivotal role in setting up a number of private equity funds over the last 10 years. He was also a member of several private equity investment committees covering emerging markets as well as developed markets. Jan Prins has been active in international banking for over 35 years at ABN-AMRO Bank. At ABN-AMRO Jan was global head of structured products and global head of corporate finance before becoming member of ABN-AMRO’s global risk management committee. Jan has over 30 years experience in international commercial lending with particular emphasis on financing the energy & infrastructure sector worldwide.

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FUND CHARACTERISTICS: TAX & LEGAL

The Fund is tax neutral, set up by Clifford Chance

The Fund is set up as a mutual fund under Dutch law.

The Fund is set up as a tax transparent vehicle.

The Fund is not subject to Dutch corporate tax on income and gains.

Distributions by the Fund are not subject to Dutch dividend withholding tax.

Feeders shall be established when appropriate.

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FUND CHARACTERISTICS: TAX & LEGAL

NL Taxed Investors

NL Taxed Investors

Non-NLTaxed Investors

Non-NLTaxed Investors

Exempt Institutional

Investors

Exempt Institutional

Investors

RegionalFunds

RegionalFunds

RegionalFunds

RegionalFundsSME

FundsSME

Funds

SMEsSMEs

Co-investments

Co-investments

Mezzanine Debt Instruments

XSML SME FUND (FGR)

Private Individual Investors

Private Individual Investors

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ESG

Environmental, social and corporate governance principles

Safe and healthy working conditions;

Efficient use of natural resources and protection of the environment;

The impact of operations on the local community;

Business integrity and honesty;

The absence of forced labor of any kind;

The absence of child labor;

Wages that are sufficient to meet basic needs;

Proper records, reports, and reviews of financial and tax information.

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ESG: RESULTS

How does your investment relieve poverty?

1. Small and Medium Sized Enterprises create: Jobs Innovative ideas and new markets Higher incomes for employees and their extended families

2. Jobs and higher incomes create basic needs satisfaction for the poor:

Proper health care Better education Decent housing

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COMMITTEE OF RECOMMENDATION

Prof. Dr. Mirjam van PraagMirjam van Praag is Professor of Entrepreneurship and Organization at the University of Amsterdam.

Prof. Dr. Bas JacobsBas Jacobs is professor in Economics and Public Finance at the Erasmus University Rotterdam.

Paul RosenmöllerPaul Rosenmöller is a member of several government advisory boards and the former Party Leader of GroenLinks, the Green Party in the Netherlands.

Hans KombrinkHans Kombrink is a former Netherlands National Government Secretary of State (Treasury). He is currently a.o., a Supervisory Board member of Deloitte, an accounting & financial advisory company.

Kees VerbaasKees Verbaas is executive director Global Emerging Markets at Hermes fund managers, United kingdom. Kees is active in Emerging Markets for over 20 years.

Walter van DammeWalter van Damme is Managing Director of Kardan. Kardan is an emerging markets international investment company. The Kardan Group's total assets amounted to EUR 5.3 billion in 2008.

Joeri van den SteenhovenJoeri van den Steenhoven is the co-founder and Managing Director of Netherland Knowledgelands (Nederland Kennisland). Joeri is a public innovator who started many successful initiatives.

Corinne HeijnCorinne Heijn founded ‘Woman in Leadership’, she develops female entrepreneurship in emerging markets. Corinne also worked a.o. for McKinsey and Company and KLM Royal Dutch Airlines.

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CHECKS AND BALANCES

How do we ensure that your funds are used properly?

XSML level:

1. Clear separation of responsibilities between Manager and Depositary;

2. Strict anti-money laundering and anti-fraud policy and procedures in place;

3. Frequent field visits to SME funds and SMEs;

4. Reputable auditor: KPMG Accountants.

SME Fund level:

5. Hands-on involvement at SMEs;

6. Know-your-customer procedures and anti-money laundering policy are reviewed regularly;

7. SME Funds are audited by ‘Big Four’ international auditors.

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SUMMARY: WHY SHOULD I INVEST IN XSML?

Double profit, track record, reputable partners.

XSML returns a double profit XSML targets a sound return on investment in an emerging asset class: Gross IRR > 20%; SMEs are crucial in the fight against poverty and for a better environment in developing countries.

An excellent MT with proven track record 25+ years combined experience in investments in emerging markets; Proven entrepreneurial track-record; Background in private equity, emerging markets at commercial banks and development banks.

XSML partners with reputable partners that guarantee a professional business environment RBS and ABN-AMRO are offering XSML to its institutional and top private clients KPMG (accounting) and Clifford Chance (legal and tax) provide professional support.