1

PROSPECTUS

THE ASGARD FIXED INCOME FUND I LIMITED (a company incorporated with limited liability under the law of the Cayman Islands under registration number 125158)

THE FUND MAY IN THE FUTURE BE OPERATED PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS AND AN OFFERING MEMORANDUM FOR THE POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN SUCH A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION WILL NOT HAVE REVIEWED OR APPROVED THE OFFERING OR ANY OFFERING MEMORANDUM FOR SUCH A POOL.

2

IMPORTANT INFORMATION

The Directors of the Fund, whose names appear on page (3), accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors of the Fund (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors of the Fund accept responsibility accordingly. Reliance on Prospectus The Shares are offered solely on the basis of the information and representations contained in this Prospectus and any further information given or representations made by any person may not be relied upon as having been authorized by the Fund or the Directors. Neither the delivery of this Prospectus nor the allotment or issue of Shares shall under any circumstances create any implication that there has been no change in the affairs of the Fund since the date hereof. Registration in the Cayman Islands Each of the Fund and the Master Fund is registered as a regulated mutual fund with the Cayman Islands Monetary Authority under Section 4(3) of the Mutual Funds Law (2015 Revision) of the Cayman Islands. However, no Cayman Islands authority has passed upon the contents of this Prospectus or the merits of an investment in the Shares. Moreover, the investment activities of the Fund and the Master Fund will not be regulated or otherwise overseen by the Cayman Islands Government. Structure The Fund is organized as a feeder fund and all of the Fund’s assets are invested in the ordinary shares of the Master Fund, an exempted company incorporated with limited liability in the Cayman Islands. In the future, further feeder funds may be created to invest in the Master Fund. It is not expected that any direct investments will be made in the Master Fund other than by such feeder funds. Restrictions on Distribution The distribution of this Prospectus and the offering of Shares may be restricted in certain jurisdictions. The information in this prospectus is for general guidance only, and it is the responsibility of any person or persons in possession of this Prospectus and wishing to make an application for Shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Shares should inform themselves as to legal requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. This Prospectus does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. No offer or invitation to subscribe for shares may be made to the public in the Cayman Islands. Risk Factors Investment in the Fund carries substantial risk. There can be no assurance that the Fund’s investment objective will be achieved and investment results may vary substantially over time. Investment in the Fund is not intended to be a complete investment program for any investor. Prospective investors should carefully consider whether an investment in Shares is suitable for them in light of their circumstances and financial resources (see further under “Risk Factors”).

3

If you are in any doubt about the contents of this document you should consult your stockbroker, accountant or other professional adviser.

DIRECTORY

THE ASGARD FIXED INCOME FUND I LIMITED

Registered Office* P.O. Box 309

Ugland House Grand Cayman KY1-1104

Cayman Islands

Directors* Cato Baldvinsson Morten Jensen

Jørgen Klejnstrup Investment Manager of the Master Fund Auditors* Moma Advisors A/S KPMG Flæsketorvet 68 1 P.O. Box 493 DK-1711 Century Yard Copenhagen V Cricket Square Denmark Grand Cayman, KY1-1106

Cayman Islands Administrator* Legal Adviser to the Fund* SS&C Fund Services (Cayman) Limited As to Cayman Islands Law: 45 Market Street, Suite 3205, 2nd Floor Maples and Calder Gardenia Court, Camana Bay Aldersgate Street Grand Cayman, Cayman Islands London KY1-9003 EC1A 4HD

United Kingdom Prime Brokers and Custodians to the Master Sponsor at the Irish Stock Exchange Fund Skandinavska Enskilda Banken AB (publ) J&E Davy S-106 40 Davy House Stockholm 49 Dawson Street Sweden Dublin 2 Ireland *Where indicated by an asterisk, the relevant entity, person or address serves the same function in respect of, and applies to, the Master Fund.

4

CONTENTS

Contents DEFINITIONS .................................................................................................................................................. 5

PRINCIPAL FEATURES ..................................................................................................................................... 7

INVESTMENT OBJECTIVE, APPROACH AND RESTRICTIONS ........................................................................... 9

RISK MANAGEMENT .................................................................................................................................... 12

INVESTMENT RESTRICTIONS........................................................................................................................ 14

LEVERAGE .................................................................................................................................................... 14

INVESTMENT RISKS ...................................................................................................................................... 15

INVESTMENT MANAGER OF THE MASTER FUND ........................................................................................ 18

DIRECTORS ................................................................................................................................................... 19

ADMINISTRATOR ......................................................................................................................................... 19

PRIME BROKER AND CUSTODIAN TO THE MASTER FUND .......................................................................... 20

SUBSCRIPTIONS ........................................................................................................................................... 21

REDEMPTIONS ............................................................................................................................................. 25

EXCHANGES ................................................................................................................................................. 27

NET ASSET VALUE ........................................................................................................................................ 27

FEES AND EXPENSES .................................................................................................................................... 29

DIVIDEND POLICY......................................................................................................................................... 32

REPORTS AND FINANCIAL STATEMENTS ..................................................................................................... 32

CONFLICTS OF INTEREST .............................................................................................................................. 33

CONTROL AGREEMENT ................................................................................................................................ 33

RISK FACTORS .............................................................................................................................................. 34

TAXATION .................................................................................................................................................... 40

GENERAL AND STATUTORY INFORMATION ................................................................................................ 42

5

DEFINITIONS “Administrator” SS&C GlobeOp Financial Services (Cayman) Limited; “Articles” the Articles of Association of the Fund or of the Master Fund, as

the context requires; “Business Day” any day on which banks are open for business in Copenhagen,

New York and the Cayman Islands and/or such other place or places as the Directors may from time to time determine;

“Calculation Period” a calculation period as defined on page 29; “Class” a class of ordinary shares in the Fund; “Class account” a Class account as defined on page 27; “Directors” the members of the board of directors of the Fund and/or the

Master Fund, as the context requires, for the time being and any duly constituted committee thereof and any successors to such members as may be appointed from time to time;

“Eligible Investor” an eligible investor as defined on page 23; “Equalization Credit” an equalization credit as defined on page 30; “Euro Shares” ordinary shares of par value €0.01 in the Fund issued as Euro

Shares; “Fund” The Asgard Fixed Income Fund I Limited; “Ineligible Applicant” an ineligible applicant as described on page 22; “Initial Offer Period” the period during which Shares were offered for subscription at

a fixed price which ended on 30 June 2003; “Investment Management Fee” the investment management fee payable by the Master Fund to

the Investment Manager; “Investment Manager” Moma Advisors A/S, the investment manager of the Master

Fund; “Irish Stock Exchange” The Irish Stock Exchange Limited; “Master Fund” Asgard Fixed Income (Master) Fund Limited; “Minimum Holding” €250,000 in the case of Euro Shares and US$250,000 in the case

of US$ Shares or such lesser amount as the Directors may in their discretion determine provided that such amount is not less than €100,000 or US$100,000 as the case may be;

“Net Asset Value” the net asset value of the Fund, a Class account, the Master Fund or a class of ordinary shares in the Master Fund, as the case may be;

“Net Asset Value per Share” the Net Asset Value of the relevant Class account divided by the number of Shares of the relevant Class account in issue or deemed to be in issue;

“Nordic countries” Denmark, Finland, Norway and Sweden; “Official List” the Official List and trading on the main market of the Irish

Stock Exchange; “Performance Fee” the performance fee payable by the Master Fund to the

Investment Manager; “Prime Brokers and Custodians” Skandinaviska Enskilda Banken AB (publ), in respect of the

Master Fund; “Recognized Exchange” any regulated market or exchange (which is an exchange within

the meaning of the law of the country concerned relating to exchanges) in the European Union, the Organization for

6

Economic Co-operation and Development, Hong Kong, Singapore and South Africa, NASDAQ, NASDAQ Europe, the market in US government securities which is conducted by primary dealers which are regulated by the Federal Reserve Bank of New York, the market in transferable securities conducted by primary dealers and secondary dealers which are regulated by the US Securities and Exchange Commission and by the National Association of Securities Dealers and the over-the-counter market in Tokyo regulated by the Securities Dealers Association of Japan and any other regulated exchange or market agreed by the Irish Stock Exchange;

“Redemption Day” the first Business Day of each month and/or such other day or days as the Directors may from time to time determine;

“Redemption Price” the price per Share, at which Shares are redeemed, calculated in the manner described on page 25;

“Shares” Euro Shares and/or US$ Shares; “Shareholder” a person recorded as a holder of Shares and/or Management

Shares in the Fund’s register of shareholders; “Specified Credit Rating” a minimum credit rating of ‘A’ for long term debt from the

credit agency of Moody’s or Standard & Poor’s and a minimum of ‘P-2’ or ‘A-1’, respectively for short term debt from those same agencies;

“Sponsor” J&E Davy; “Subscription Day” The first Business Day of each month and/or such other day or

days as the Directors may from time to time determine; “Subscription Price” the price per Share at which Shares are issued calculated in the

manner described on page 21; “US Person” a citizen or resident of the United States, a corporation,

partnership or other entity created or organized in or under the laws of the United States or any person falling within the definition of the term “United States Person” under Regulation S promulgated under the 1933 Act or under Rule 4.7 under the CEA;

“United States” the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction;

“US Tax-Exempt Investor” a US person within the meaning of the United States Internal Revenue Code of 1986, as amended, that is subject to ERISA or is otherwise exempt from payment of US Federal income tax;

“US$ Shares” ordinary shares of par value US$0.01 in the Fund issued as US$ Shares;

“Valuation Day” the Business Day immediately preceding a Subscription Day or a Redemption Day, as the case may be, and/or such other day or days as the Directors may from time to time determine.

In this Prospectus all references to “Euro” and “€” are to the unit of the European single currency and all references to “US Dollars” and “US$” are to the currency of the United States.

7

PRINCIPAL FEATURES The following is a summary of the principal features of the Fund and should be read in conjunction with the full text of this Prospectus. Structure The Fund is an exempted company incorporated with limited liability in the Cayman Islands as an open-ended investment company and, as such, has power to issue and redeem Shares at the Subscription Price and at the Redemption Price respectively. The Shares issued and to be issued have been admitted to the Official List. The Fund commenced operations on 1 April 2003. The Fund is organized as a feeder fund and all of the Fund’s assets are invested in the ordinary shares of the Master Fund, an exempted company incorporated with limited liability in the Cayman Islands. In the future, further feeder funds may be created to invest in the Master Fund. It is not expected that any direct investments will be made in the Master Fund other than by such feeder funds. Base Currency Shares are issued either as Euro Shares or as US$ Shares and are redeemed in Euro and US Dollars respectively. The base currency of the Fund and the Master Fund is the Euro. Investment Objective The Fund invests all of its assets in the ordinary shares of the Master Fund. The investment objective of the Master Fund is to seek to achieve absolute returns with limited volatility. Investment Policy The Master Fund invests both long and short in bonds including covered bonds and other fixed income securities which may be issued by governments, governmental or supra-national authorities, municipal agencies and credit or mortgage institutions in the European Union, UK, Switzerland and Norway, which are Investment Grade and listed. The Master Fund has flexibility to invest in a wide range of derivative instruments with a bias towards fixed income markets, including options, futures, swaps and other derivative instruments which may be exchange-traded or over-the-counter. The Master Fund aims to invest in derivatives which are cleared through a central securities depositary where possible. The Master Fund will engage in repurchase transactions in respect of the fixed income securities in which it invests as a form of short-term collateralized borrowing in order to generate leverage for the Master Fund. The Master Fund may be exposed to currency risk arising from investments being denominated in a currency other than the Base Currency. The Investment Manager may choose not to hedge all such currency exposure through the use of spot and forward foreign exchange contracts or other methods of reducing exposure to currency fluctuations. See further details in "Investment Restrictions" below. The Investment Manager may also actively take minor currency positions. The Master Fund may retain significant amounts (and potentially up to 100% of net assets in exceptional circumstances) in cash or cash equivalents, pending investment or reinvestment, as collateral, or, if considered appropriate in uncertain markets and/or to achieving the investment objective. Investment Manager Moma Advisors A/S has been appointed as the investment manager of the Master Fund.

8

Offer Up to 25,000,000 Euro Shares and 25,000,000 US$ Shares are available for issue. Subscriptions Shares are available for subscription on Subscription Days at the relevant Subscription Price. A subscriber may also be required to pay an additional amount as an Equalization Credit. The Directors are authorized to close the Fund or any Class of Shares to new subscriptions at any time on such basis and on such terms as they may in their discretion determine. Minimum Investment The Minimum Holding is €250,000 in the case of Euro Shares and US$250,000 in the case of US$ Shares or such lesser amount as the Directors may in their discretion determine provided that such amount is not less than €100,000 or US$100,000 as the case may be. The minimum amount of additional subscriptions is €50,000 in the case of Euro Shares and US$50,000 in the case of US$ Shares. Restrictions on Sale and Transfer The Shares may only be offered, sold or transferred to Eligible Investors who are not Ineligible Applicants as described under “Subscriptions” below. Redemptions Shares are redeemable at the option of the Shareholder on each Redemption Day, upon at least 30 calendar days’ prior written notice to the Administrator (or such lesser period as the Directors may in any particular case determine). A redemption fee of 2 per cent of the redemption proceeds will be payable by the Shareholder on Shares redeemed within six months of issue or acquisition if purchased in the secondary market. No redemption fee will be payable on Shares held for more than six months. The Directors may waive the payment of a redemption fee at their discretion. The amount of such fee will be retained by the Fund. Shares will be redeemed at the relevant Redemption Price. A redeeming Shareholder may also receive additional redemption proceeds if an Equalization Credit paid at the time of subscription has not been fully applied. A request for a partial redemption of Shares will be refused, or the holding will be redeemed in its entirety, if, as a result of such partial redemption, the Net Asset Value of the Shares retained by the Shareholder would be less than the Minimum Holding. Exchanges Holders of Euro Shares are entitled to exchange all or any of their Euro Shares for US$ Shares and vice versa. A Share exchange will be effected by way of a redemption of Shares of one Class and a simultaneous subscription (at the most recent Subscription Price) for Shares of the other Class. An exchange fee of 1 per cent may be payable but may be waived at the discretion of the Directors. Fees and Expenses The Investment Manager receives from the Master Fund a monthly Investment Management Fee of 1/12 of 0.5 per cent of the Net Asset Value of the Master Fund attributable to the Shares, payable monthly in arrears. The Investment Manager is also entitled to receive a Performance Fee calculated on a Share-by-Share basis in respect of each period of three months ending on 31 March, 30 June, 30 September, and 31 December in each year (a “Calculation Period”). For each Calculation Period, the Performance Fee in respect of each Share will be equal to 10 per cent of the appreciation in the Net Asset Value per Share during the Calculation Period above the Adjusted Base Net Asset Value per Share. The Adjusted Base Net Asset Value

9

per Share is the greater of the Net Asset Value per Share at the time of issue of that Share and the highest Net Asset Value per Share achieved as at the end of any previous Calculation Period multiplied by one plus a hurdle percentage equal to the Danish official lending rate and rate of interest on certificates of deposit (the Danish Repo Rate) during the period for which such Share has been in issue. provided that where the rate is negative, the hurdle percentage shall be subject to a floor of: (i) 0% where the rate is within the range of 0% to -1%; (ii) a floor of -1% where the rate is within the range of -1% to -2%; (iii) a floor of 2% where the rate is within the range of -2% to -3%, and so on (the "Applicable Hurdle Floor"). The Performance Fee in respect of each Calculation Period will be calculated by reference to the Net Asset Value before deduction for any accrued Performance Fee. The Performance Fee will be calculated at the Fund level and will be notified to, and paid by, the Master Fund to the Investment Manager. The Master Fund pays the fees and expenses of the Administrator and of the Prime Brokers and Custodians, and the Fund and/or the Master Fund bears all other ongoing operating costs and expenses. Dividend Policy It is not envisaged that any income or gains will be distributed by the Fund by way of dividend. This does not preclude the Directors from declaring a dividend at any time in the future if they consider it appropriate to do so. To the extent that a dividend may be declared, it will be paid in compliance with any applicable laws and Irish Stock Exchange requirements. Reports and Financial Statements Annual financial statements of the Fund and the Master Fund will be made up to 31 December in each year. An annual report and the audited financial statements of the Fund and the Master Fund will be sent to Shareholders and to the Irish Stock Exchange as soon as practicable and in any event within six months of the financial year end. Taxation On the basis of current Cayman Islands law and practice, neither the Fund nor the Master Fund are liable to taxation in the Cayman Islands. Prospective applicants for Shares should consult their own advisers as to the particular tax consequences of their proposed investment in the Fund.

INVESTMENT OBJECTIVE, APPROACH AND RESTRICTIONS Investment Objective The Fund invests all of its assets in the Master Fund. The investment objective of the Master Fund is to seek to achieve absolute returns with limited volatility. Investment Approach In implementing the investment policies of the Master Fund, the Investment Manager will seek to design a portfolio of investments comprising a collection of risk premiums that are attractive and comprise varied risk exposures. A risk premium is the compensation to an investor for assuming the risks inherent in a particular investment. Expected returns on investments can be decomposed and attributed to the risk premia of each investment. The risk premiums offered by different investments vary over time and by controlling and timing the exposures to investments and their inherent risk factors, the Investment

10

Manager will seek to deliver superior and more robust risk-adjusted returns than the returns that can be obtained through more traditional forms of asset allocation. The Investment Manager will predominantly seek to allocate the Master Fund's assets to risk premia strategies in mature markets with the main focus being on Scandinavian and other European covered bonds. The Investment Manager will focus on implementing "Carry/Roll Strategies" and "Relative Value Strategies" (each as described below) as the cornerstone of the Master Fund's investment strategy. Investment Process The Investment Manager will implement the Master Fund’s investment strategy by following a disciplined investment process, which can be divided into four phases as described below:

(i) Macro-Economic Analysis

A macro-economic analysis is deployed by the Investment Manager in order to assess the conditions prevailing in the markets in which the Master Fund seeks to invest. The Investment Manager will seek to determine whether there are reasons to be vigilant regarding trends, paradigm shifts, short term uncertainty and volatility or reasons for historic correlations to become uncorrelated or unstable. This analysis will include the observation of traditional macro indicators, as well as changes in legislation and regulation relevant to the Master Fund’s investment universe. (ii) Micro-Economic Analysis The Investment Manager will then seek to employ a bottom-up approach to examine the opportunities in the relevant fixed income markets using proprietary micro-economic models. The output of these models is supported and combined with input from micro-analysis supplied by investment banks and independent financial research firms. The proprietary micro-economic models employed by the Investment Manager will seek to implement investment strategies including those described below and other investment strategies the Investment Manager considers appropriate in the prevailing market environment: • Carry/Roll Strategies – 'Carry' is the tendency for higher-yielding assets to provide higher returns than lower-yielding assets. 'Roll' is the tendency of curves to be persistent and not realize the forwards. 'Carry' and 'roll' are calculated on all assets and asset classes. Identifying the ratio of 'carry' and 'roll' to volatility is an integral part of the investment decision process. The ratios are used to assist the Investment Manager in identifying investment positions and optimizing the size of investment positions as part of a risk-reward analysis. • Relative Value Strategies – this strategy seeks to exploit the tendency for relatively cheap assets to outperform relatively expensive ones. The Investment Manager will seek to identify relative pricing differences for specific assets and asset classes, and assess the degree to which the valuation can be expected to normalize in the future. Relative value strategies are typically implemented using two or more investment instruments in anticipation of changes in the relative value of these instruments. A broad spectrum of strategies is considered from two asset strategies to the more complex. When implementing relative value strategies, the Investment Manager will focus on relative value opportunities in the Nordic mortgage bond markets.

11

• Momentum Strategies – this strategy seeks to exploit the tendency for an asset’s recent relative performance to continue in the future. Momentum has historically been one of the most persistent predictors of relative asset performance, and although periods can be observed where this strategy does not deliver expected results, delivery of expected results is more often observed across a longer-term horizon. Momentum can be observed to make a larger contribution to positive performance when viewed in the context of a portfolio of investment positions as momentum strategies tend to deliver better performance where there are large market-wide movements in either direction. • Volatility Strategies – can involve long/short option positions fully or partly (delta, gamma and theta) hedged or spread positions utilizing mispricing on the whole volatility surface. Exposure to volatility risk premia can also be obtained via bonds with embedded optionality or via tailored instruments. Volatility strategies can be structured to benefit from over-priced "time-value" of options, but can also be structured to benefit from the shape of the volatility surface in combination with the shape of the yield curve by rolling favorably on both. • Yield Curve Strategies – this strategy involves seeking to anticipate changes in the yield curve structure i.e. steepening, flattening or changes to the curvature of the yield curve. A yield curve strategy may involve instruments relating to more than one country or currency. The focus of this type of strategy will be on analysing implied forward yield curves, and a high proportion of trades are taken in the forward space. (iii) Portfolio Construction The investment opportunities identified through the micro economic analyses detailed above are evaluated in the portfolio construction phase whereby a decision-making process is followed before implementing new trades. A new trade is evaluated by reference to how the risk/reward profile of the Master Fund’s portfolio is affected by the implementation of the new trade. A new position will be tested as to how it correlates with the existing portfolio using historical data, subjective expected correlations and worst case scenarios. All trades will be categorized into strategies. All strategies will be monitored in separate sub-portfolios. A proprietary optimization model is run to optimize the expected return of the portfolio given various sub-conditions and constraints. Risk management is of essence to the Investment Manager in selecting and designing the Master Fund's portfolio as the Investment Manager seeks to find the optimal portfolio balance between risk and expected returns. To ensure that the optimal portfolio is robust under abnormal (fat-tail) market conditions, scenario and stress tests are employed by the Investment Manager to gauge the potential mark-to-market losses of the Master Fund's portfolio in the event such abnormal market conditions materialize. When determining the size and possible leverage of a strategy, a key concern is market liquidity and positioning. Input from flow and sentiment studies are important elements to the Investment Manager's decision-making process in advance of executing a trade. As the portfolio is optimized by the Investment Manager on a continuous basis, entering a new position will automatically lead to a re-analysis and if appropriate a revision by the Investment Manager of all existing positions. In selecting brokers to make purchases and sales of listed assets on behalf of the Master Fund, the Investment Manager will select those counterparts who provide best execution to the Master Fund. (iv) Evaluation/Monitoring

12

Monitoring the Master Fund’s portfolio is a continuous and on-going process taking into consideration the investment constraints and restrictions and diversification across the various strategies. The Investment Manager will constantly monitor the Master Fund’s portfolio, risk numbers and strategies. The Investment Managers Risk Manager will monitor the risk of the Master Fund’s portfolio and performs stress tests of the Master Fund’s portfolio in different scenarios. The Investment Manager will monitor upcoming economic and political releases, and events will be discussed and analyzed. Alternative strategies will be examined to optimize the risk/reward profile of the portfolio at all times. The Master Fund's investment strategies are closely monitored and evaluated with a view to protecting the portfolio from events presumed to have major impacts on markets. Minimizing the effects of expected draw-downs in the Master Fund's investments will be a special focus of the Investment Manager in managing the Master Fund. Responsible Investment The Investment Manager will use best endeavor to apply the principles for responsible investment published by the United Nations (UNEP Finance Initiative and UN Global Compact) in selecting investments for the Master Fund.

RISK MANAGEMENT The Invest Manager considers that the Master Fund will be exposed to several primary risk factors, namely, market risk, liquidity risk, credit risk, counterparty risk and operational risk but will also be exposed to other risks. Risk management is an integral part of the Investment Manager’s control framework. In addition to addressing the Investment Manager's regulatory obligations, the Investment Manager's internal risk management function assists the Investment Manager's senior management and its board in identifying specific risk parameters. Risk monitoring The Investment Manager’s risk management function will monitor the Master Fund’s portfolio risk levels across a number of risk metrics including:

- Value at Risk (VaR) – the Investment Manager will monitor VaR as the daily loss measured as a percentage of the Master Fund's Net Asset Value that will not be exceeded with 95% confidence as estimated from historical data;

- Bond Leverage – in addition to monitoring compliance with the leverage limits set out below, the Investment Manager will also monitor bond leverage measured as the sum of all delta-adjusted long notional bond exposures divided by the Net Asset Value of the Master Fund; - Basis Point Value (BPV) – the Investment Manager will monitor the BPV risk of the Master Fund by measuring the price sensitivity of the Net Asset Value of the Master Fund to a parallel shift of the entire term structure of the Master Fund's investments by 1 basis point ("BPV Risk");

13

- Spread Risk – the Investment Manager will monitor absolute spread risk by measuring the price sensitivity of the Net Asset Value of the Master Fund to a shift in the spread for each exposure of the Master Fund by 1 basis point. - Vega Risk – the Investment Manager will monitor vega risk as the price sensitivity of the Net Asset Value of the Master Fund to a shifts in the level of implied option volatility; - The Investment Manager will also monitor additional risk metrics to characterize the non-linear risk of the portfolio, e.g. convexity and time-value; and - The Investment Manager will also employ stress tests and scenario-based risk metrics to monitor the non-parametric risk of the of the Master Fund's portfolio.

To assist the Investment Manager's risk management function in monitoring the risk profile of the Master Fund, the Investment Manager receives daily risk reports from the Administrator. The reports break-down the Master Fund’s portfolio into long positions, short positions and derivative instruments and their sensitivities to relevant risk parameters. The Investment Manager assesses and reviews the adequacy of the risk management systems it has implemented in respect of the Master Fund at least annually. The Investment Manager may from time to time update its risk management systems in the interests of Shareholders. Risk Guidelines The Investment Manager implements the following risk guidelines:

a) The Investment Manager will restrict the overall BPV Risk (as defined above) to +/- 0.10% of Net Asset Value of the Master Fund. If the BPV Risk exceeds the +/- 0.10% of the Net Asset Value, measures will be taken to reduce the BPV Risk to +/- 0.10% of the Net Asset Value;

b) For investment strategies of the Master Fund relating to bonds, the Investment Manager will restrict the 10-year equivalent leverage to a maximum of 10 times Net Asset Value. The 10-year equivalent leverage is defined as the sum of all delta-adjusted long notional bond exposure amounts. The delta-adjusted notional value of a bond exposure is the notional value of a position in bonds with a 10-year duration with the equivalent BPV Risk. If the 10-year equivalent leverage of the Master Fund's bond-related exposures exceeds the guideline of 10 times Net Asset Value, measures will be taken to reduce the 10-year equivalent leverage of the Master Fund's bond-related exposures to below the guideline of 10 times Net Asset Value;

c) The Invest Manager will restrict the overall VaR of the Master Fund to 2% of the Net Asset Value of the Master Fund. The VaR is a Euro amount measuring the 95th percentile loss that will not be exceeded over a one-day holding period using market movements determined from historical data. The VaR model is a non-parametric analysis consisting of directly approximating the distribution of future risk factor-related price movements using historical price movement data. The historic period that will be considered is two calendar years with data being updated on a monthly basis. If the VaR of the Master Fund exceeds 2% of Net Asset Value, measures will be taken to reduce the VaR of the Master Fund below the 2% guideline; and

d) The Investment Manager will ensure that the total VaR attributed to strategies not related to bonds or other fixed income securities will not exceed a guided maximum of 10% of the overall VaR

14

guideline of 2% of the Net Asset Value of the Master Fund (as specified in (c) above) as measured by the marginal VaR contribution of strategies not related to bonds or other fixed income securities. If the total VaR attributed to these strategies exceeds this 10% guideline, measures will be taken to reduce the marginal VaR contribution of these strategies to below this 10% guideline.

The Risk Manager assesses and reviews the adequacy of its risk management systems and the above risk guidelines of the Master Fund at least annually. The Risk Manager may from time to time and subject to notifying Shareholders amend the above risk guidelines or impose such further risk guidelines as shall be compatible with or in the interest of the Shareholders.

INVESTMENT RESTRICTIONS The Investment Manager and the Directors have adopted the following restrictions in respect of the Master Fund:

A. the Master Fund may only invest in bonds and other fixed income securities that have an international securities identification number or ISIN;

B. where the Master Fund takes direct or indirect exposure to, or exposure linked to, bonds or other fixed income securities, such bonds or other fixed income securities must all be Investment Grade;

C. the Master Fund shall have a maximum unhedged foreign currency exposure of 0.75 times Net Asset Value in DKK, and 0.25 times Net Asset value in other currencies;

D. the Master Fund may not invest in single name equities, commodities or securitization positions (within the meaning of Article 17 of Risk Manager); and

E. the Master Fund will not acquire shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body.

F. All bond related holdings must have a minimum credit rating of “A” from at least one of the leading international credit agencies.

The investment restrictions referred to above are deemed to apply at the time of purchase of the investments. If such limits are exceeded for reasons beyond the control of the Investment Manager, or as a result of the exercise of subscription rights, the Investment Manager must adopt, as a priority objective, the remedying of the situation, taking due account of the interests of Shareholders. Any breach of the investment restrictions referred to above which is not corrected within the next market trading session, must be reported to Shareholders by the Investment Manager. The Directors may at their absolute discretion from time to time and subject to notifying Shareholders amend the above investment restrictions or impose such further investment restrictions as shall be compatible with or in the interest of the Shareholders, or in order to comply with the laws and regulations of the countries where Shareholders are located. Where any amendments to the above investment restrictions or the imposition of any further investment restrictions significantly alters the asset type, credit quality, borrowing or leverage limits or risk profile of the Master Fund, the prior approval on the basis of a majority of votes cast at a meeting of the Shareholders of the Master Fund will also be required.

LEVERAGE Leverage will be employed by the Investment Manager through financial derivative investments, repurchase and reverse repurchase transactions and borrowing.

15

Securities Financing Transactions The Master Fund may enter into repurchase and reverse repurchase transactions in respect of the fixed income securities in which it invests in order to generate additional capital for further investments through leverage within the leverage and risk limits of the Master Fund ("Securities Financing Transactions"). Counterparties to such Securities Financing Transactions will be approved and monitored by the Investment Manager ("Approved Counterparties") and are typically banks or other financial institutions or intermediaries in the jurisdictions in which the Master Fund invests. The Investment Manager shall exercise due diligence in the selection, appointment and monitoring of Approved Counterparties and in particular will ensure that Approved Counterparties: (a) are subject to ongoing supervision by a public authority; (b) are financially sound; and (c) have the necessary organizational structure and resources for performing the services which are to be provided by them. All costs and fees of Approved Counterparties to the Master Fund's Securities Financing Transactions will be payable at normal commercial terms. Any gains or losses generated by Securities Financing Transactions will be for the account of the Master Fund. No counterparty is a related party of the Investment Manager. The risk of the Approved Counterparty defaulting on its obligations under the Securities Financing Transactions and its effect on the Master Fund are described in the sections of the Prospectus titled "Counterparty Risk", "Credit Risks" and "Derivative Securities Risk". It is not intended that the Approved Counterparties will assume any discretion over the composition or management of the Master Fund’s investment portfolio, or that the approval of Approved Counterparties will be required in relation to any portfolio management transactions by the Master Fund.

INVESTMENT RISKS Investment in the Master Fund carries with it a degree of risk including, but not limited to, the risks described in the "Risk Factors" section of the Prospectus. Potential investors should review the Prospectus and this Supplement carefully and consult with their professional advisers before making an application for Shares. There can be no assurance that the Master Fund will achieve its investment objective. Asset backed securities including covered bonds The Investment Manager expects that a significant portion of the Master Fund's investments will be asset backed securities including covered bonds which are limited recourse debt obligations or limited recourse debt securities that entitle the holders thereof to receive payments that depend primarily on the cash flow from a specified pool of financial assets. Asset backed securities include, but are not limited to, securities for which the underlying collateral consists of assets such as residential mortgage loans, commercial mortgage loans, small business and corporate debt and other debt obligations. Holders of asset backed securities including covered bonds bear various risks, including credit risk, liquidity risk, interest rate risk, market risk, operations risk, structural risk and legal risk. Credit risk is an important issue in asset backed securities because of the significant credit risks which may be inherent in the underlying collateral. Credit risk arises from losses due to defaults by the borrowers or obligors in the underlying collateral or the issuer's or servicer's failure to perform. Market risk arises from the cash-flow characteristics of the security, which for many asset backed securities tend to be predictable. The greatest variability in cash flows comes from credit performance, including the presence of wind-down or acceleration features designed to protect the investor if credit losses in the portfolio rise well above expected levels. Interest rate risk arises for the issuer from the relationship between the pricing terms on the underlying collateral and the terms of the rate paid to security holders. Liquidity risk can arise from increased perceived credit risk, such as it occurred between 2007 and 2009 with the general rise in risk aversion across financial markets and specific concerns over the ability of asset backed securities to

16

perform. Liquidity can also become a significant problem if concerns about credit quality, for example, lead investors to avoid the securities issued by the relevant special-purpose entity. Additional risk arises through the potential for misrepresentation of asset quality or terms by the originating institution, misrepresentation of the nature and current value of the assets by the servicer and inadequate controls over disbursements and receipts by the servicer. In addition, concentrations of asset backed securities of a particular type, as well as concentrations of asset backed securities located in a specific geographic region, may subject the Master Fund to additional concentration risk. Prepayment risk on asset backed securities including covered bonds arises from the uncertainty of the timing of payments of principal on the underlying securitized assets. The assets underlying the Master Fund's investment may be paid more quickly than anticipated, resulting in payments of principal on the related portfolio sooner than expected. Alternatively, amortization may take place more slowly than anticipated, resulting in payments of principal on the related portfolio later than expected. In addition, a particular investment may, by its terms, be subject to redemption prior to its maturity, resulting in a full or partial payment of principal in respect of such investment. Similarly, defaults on the underlying securitized assets may lead to sales or liquidations and result in a prepayment of such investment. Most asset backed securities in which the Master Fund will invest will be covered bonds which are debt obligations issued by credit institutions and secured on the back of a ring-fenced pool of assets to which bondholders will have direct as preferred creditors, while remaining entitled to a claim against the issuing entity or an affiliated entity of the issuer as ordinary creditors for any residual amounts not fully settled with the liquidation of the cover pool. The issuer is typically required to ensure that the value of the assets in the cover pool at least matches at all times the value of the covered bonds and replace assets that become non-performing or, otherwise, stop meeting relevant eligibility criteria. Lastly, the cover pool comprises high quality assets, typically, but not exclusively, mortgage loans and public sector debt. While the mortgage and other loans underlying covered bonds are typically obligations of numerous borrowers and accordingly represent a diversified pool of obligor credit risk, adverse domestic or global economic trends and/or a continued decline or a lack of increase in residential and other property values may result in additional increases in delinquencies and losses on residential mortgage and other underlying loans. In the case of residential mortgages underlying a covered bond for instance, the ability of borrowers to repay is dependent upon the existence of income or other assets of the borrower. If a substantial portion of underlying borrowers experience reductions in income (e.g. through unemployment), their ability to repay their mortgage loans may be substantially be impaired. A loosening of credit policies and residential mortgage underwriting standards in banks in jurisdictions in which the Master Fund invests, may give rise to significant risks of losses for the Fund. Furthermore, a significant economic downturn in a jurisdiction in which the Master Fund has invested in covered bonds or other asset backed securities may lead to substantially increased impairments and/or defaults on covered bonds or other asset backed securities. A default on a covered bond or other asset backed security in a jurisdiction could lead to a very material and substantial, if not a complete, loss in the value of the Master Fund's investments in that jurisdiction. Where the Master Fund's investments are concentrated in covered bonds and other asset backed securities issued in a jurisdiction which experiences such a significant economic downturn leading to defaults on such securities, the value of the Master Fund's investments in that jurisdiction may be reduced to zero. Where all of the Master Fund's investments are exposed to a jurisdiction or jurisdictions that experience significant economic downturns and defaults in covered bonds and other asset backed securities, a complete loss of the Master Fund’s equity may occur. Financing Arrangements; Availability of Credit Leverage is an integral part of the Master Fund’s investment strategy and includes the use of repurchase and reverse repurchase and securities lending agreements, bank or dealer credit lines and/or the notional

17

principal amounts of FDI transactions. There can be no assurance that the Master Fund will be able to maintain adequate financing arrangements under all market circumstances. Where a Fund makes use of leverage to initiate long or short positions and the positions decline in value, it will usually be subject to a "margin call", pursuant to which it must either deposit additional funds with the lender or be subject to sanctions such as the mandatory liquidation of securities over which the lender has been granted security or a mandatory termination of all outstanding contracts with the lender and a claim for compensation for any losses incurred by the lender. In some cases a margin call may be made even if the relevant positions have not declined in value. The Fund would normally satisfy such margin calls in cash or acceptable collateral from its assets and, to the extent that such collateral were insufficient, would liquidate certain assets to raise cash in order to satisfy the relevant margin call. In the event of a large margin call, the Investment Manager might not be able to liquidate assets quickly enough to pay off the margin liability. In such a case, the relevant lender may have the right, in its sole discretion, to liquidate certain assets of the Master Fund in order to enable the Master Fund to satisfy its obligations to that lender and/or to close out transactions. As a general matter, the banks and dealers that may provide financing to the Master Fund can apply essentially discretionary margin, "haircuts", financing and security and collateral valuation policies. Banks and dealers could change these policies at any time, for any reason, including a change in market circumstances, government, regulatory or judicial action or simply a change in the policy of the relevant bank. Changes by banks and dealers to one or more of these policies, or the imposition of other credit limitations or restrictions may be applied retrospectively to existing contracts as well as prospectively to contemplated future dealing. Whilst the Investment Manager may seek to limit the rights of lenders to apply such retrospective changes, any such limitation will be subject to the agreement of the relevant lender, which may not be forthcoming. Retrospective changes may result in large margin calls, loss of financing, forced liquidations of positions at disadvantageous prices, termination of repurchase agreements and cross-defaults to agreements with other banks and dealers. Prospective changes may result in the inability of the Investment Manager to fulfil the investment objective. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants simultaneously. The imposition of any such limitations or restrictions could compel a Master Fund to liquidate all or part of its portfolio at disadvantageous prices, perhaps even leading to a complete loss of the Master Fund’s equity. Availability of Investment Strategies The success of the Master Fund’s investment activities depends on the Investment Manager’s ability to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the importance of news and events that may affect the financial markets. Identification and exploitation of the investment strategies to be pursued by the Master Fund will involve a high degree of uncertainty. No assurance can be given that the Investment Manager will be able to locate suitable investment opportunities in which to deploy all of the Master Fund’s assets or to exploit discrepancies in the securities and derivatives markets. A reduction in market liquidity or the pricing inefficiency of the markets in which the Master Fund seeks to invest, as well as other market factors, will reduce the scope for the Master Fund’s investment strategies. Concentration Risk The Master Fund’s investments may be concentrated in a particular country or region, in a select group of issuers, or both. When the Master Fund’s investments are concentrated in a particular country or region, the Master Fund’s performance may be closely tied to economic and political conditions within that

18

country or region. The Master Fund’s performance may therefore be more volatile than the performance of more diversified funds. Geographical Risks The Master Fund's assets at any one time may be concentrated in one or a very small number of locations or geographical areas. Accordingly, the Master Fund's assets may be exposed to factors that could cause deterioration in the value of the assets in that location such as local economic conditions and other factors.

INVESTMENT MANAGER OF THE MASTER FUND Moma Advisors A/S has been appointed as Investment Manager of the Master Fund. The Investment Manager was incorporated under the laws of Denmark on 20 June 2011 and on 23 June 2016 obtained authorization from the Danish Financial Supervisory Authority to carry on investment management business. The individuals at the Investment Manager responsible for the Master Fund are: Morten Mathiesen, CIO Morten Mathiesen, born 1972, is Chief Investment Officer at Moma Advisors. He has experience as a portfolio manager, risk manager and fixed income analyst and as a developer of software for portfolio optimisation. Prior to becoming a manager of the Asgard Fixed Income Fund in 2003, Mr. Mathiesen worked for two years at Handelsbanken in Stockholm as quantitative analyst for an internal hedge fund, developing quantitative strategies and risk control of a mortgage portfolio. From 1999 to 2001 he worked as a fixed income analyst with Sydbank Markets, and from 1997 to 1999 he worked at Jyske Bank, specializing in fixed income analysis, developing investment strategies and risk management functions. Mr. Mathiesen holds a Master of Business Economics in Finance from Handelshojskolen in Arhus. Jesper Obeling Kring, Senior Portfolio Manager Jesper Obeling Kring, born 1974, is a Portfolio Manager at Moma Advisors. He has experience since 2005 as

a portfolio manager and fixed income analyst. Since 2006 Jesper has been a portfolio manager of the

Asgard Fixed Income Fund. Jesper holds a Master of Business Economics in Finance from Handelshojskolen

in Arhus.

Jørgen Ole Jørgensen, Senior Portfolio Manager Jørgen Ole Jørgensen, born 1966, is a Portfolio Manager. Jørgen joined Moma Advisors in May 2015. Prior

to joining Moma Advisors Jørgen was responsible for Derivatives Trading at SEB Copenhagen. From 1999 to

2008 Jørgen worked as a Proprietary Trader and Head of Proprietary Trading at Svenska Handelsbanken,

Stockholm and Nykredit Bank, Copenhagen. From 1991 to 1999 Jørgen worked for Jyske Bank, working

tasks varying from fixed income and risk analyst to being responsible for Fixed Income, Treasury

Management, including Proprietary Trading. Jørgen holds a MSc in Mathematics-Economics from the

University of Aarhus.

Mads Nielsen, Chief Risk Manager Mads Nielsen, born 1968, is Risk Manager at Moma Advisors. Mads joined Moma Advisors in March 2017.

Prior to joining Moma Advisors Mads has worked as a Quantitative Strategist and analyst at ao. Nordea

Markets, Brevan Howard and Man GLG. Mads holds a (PhD.), Physics from the University of Copenhagen.

19

DIRECTORS The Directors are responsible for the overall management and control of the Fund and the Master Fund. The Directors will review the operations of the Fund and the Master Fund at regular meetings and it is the current intention of the Directors to meet at least quarterly. For this purpose, the Directors will receive periodic reports from the Administrator and the Investment Manager detailing the performance of the Master Fund and providing an analysis of its investment portfolio. The Investment Manager will provide such other information as may from time to time be reasonably required by the Directors for the purpose of such meetings. The Board of Directors consists of three independent professionals:

Mr. Cato Baldvinsson, Chairman (appointed 2011)

Mr. Morten Jensen (appointed 2011)

Mr. Jørgen Klejnstrup (appointed 2015)

Cato Baldvinsson is also a director of the Asgard Fund ICAV. The other two board members have no relationship with the investment manager besides their roles in the fund. The Directors of the Fund are also the Directors of the Master Fund. All the Directors act in a non-executive capacity. For the purposes of this Prospectus, the address of each of the Directors is the registered office of the Fund.

ADMINISTRATOR SS&C Fund Services (Cayman) Ltd. (the “Administrator”) is the administrator of the Fund. The Administrator is licensed and regulated by the Cayman Islands Monetary Authority pursuant to the Cayman Islands Mutual Funds Law. The Administrator is an ultimate wholly owned subsidiary of SS&C Technologies Holdings, Inc., a U.S. public company listed on NASDAQ. Pursuant to a services agreement between the Fund and the Administrator (the “Services Agreement”), the Administrator is responsible for: (i) processing subscriptions and redemptions of Fund shares and other investor transactions; (ii) maintaining the register of shareholders of the Fund; (iii) performing certain anti-money laundering procedures on behalf of the Fund; (iv) calculating the Net Asset Value of the Fund’s shares; (v) distributing or making available the Net Asset Value of the Fund’s shares and account statements to investors; (vi) maintaining the financial books and records of the Fund; and such other services as may be specified in the Services Agreement. The Administrator may utilize affiliates to perform certain services. The Administrator receives fees from the Fund based upon the nature and extent of the services performed by the Administrator for the Fund. In connection with the provision of services, the Administrator is entitled to rely upon information provided by various third parties, including pricing vendors, the Investment Manager, custodians, brokers and other financial intermediaries. To the extent that the Administrator relies on information, its liability is limited to the accuracy of its own calculations (subject to the provisions of the Services Agreement) and it is not liable for the accuracy of the underlying information provided to it. The Administrator is not the “external valuer” of the Fund as contemplated by Article 19.10 of AIFMD and any regulations issued thereunder.

20

The Services Agreement may generally be terminated by either party on the anniversary date of the initial term without penalty upon 90 days prior written notice and may be terminated at other times in the case of a material breach that is not cured and other specified circumstances. The Services Agreement contains provisions limiting the liability of the Administrator, including that the Administrator and its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors and assigns (collectively “SS&C Associates”) will not be liable to the Fund for any action or inaction of any SS&C Associate except that the Administrator will be liable for direct losses resulting solely from the gross negligence, willful misconduct or fraud of the Administrator in the performance of the Administrator’s duties or obligations under the Services Agreement. In addition, the Fund has agreed to indemnify and hold harmless SS&C Associates from and against losses that SS&C Associates suffer, incur, or pay as a result of certain claims. The Administrator does not act as an offeror or a guarantor of the shares of the Fund. The Administrator shall have no obligation to review, monitor or otherwise ensure compliance by the Fund with the investment objectives, policies, guidelines or restrictions applicable to the Fund and therefore will not be liable for any breach thereof. The Administrator is not responsible for any of the trading or investment decisions of the Fund and therefore will not be responsible for the Fund’s performance. The Administrator is not responsible for safekeeping the Fund’s assets and therefore will not be responsible for any loss of such assets or ensuring their existence. The Administrator is a service provider to the Fund and is not responsible for the preparation of this Memorandum or the activities of the Fund and therefore accepts no responsibility for any information contained in this Memorandum.

PRIME BROKER AND CUSTODIAN TO THE MASTER FUND The Master Fund has appointed Skandinaviska Enskilda Banken AB as Prime Brokers and Custodians. The allocation of assets between the Prime Brokers and Custodians is determined by the nature and type of transaction. Skandinaviska Enskilda Banken AB Skandinaviska Enskilda Banken AB (publ) ("SEB") acts as a prime broker and custodian to the Master Fund pursuant to the terms and conditions of a Prime Brokerage Agreement (the "SEB Agreement"). SEB is a North European financial banking group based in Stockholm. SEB is incorporated in Stockholm, Sweden with limited liability and is a member of the Stockholm Stock Exchange. SEB is regulated by Finansinspektionen (the Swedish Financial Supervisory Authority), and, for the conduct of designated investment business in the UK, by the FSA. SEB provides prime brokerage services to the Master Fund under normal commercial terms pursuant to the SEB Agreement. These services include the provision to the Master Fund of clearing, settlement and foreign exchange accommodation services pursuant to which SEB or its affiliates enter into transactions with the Master Fund on either a principal or agency basis. The securities of the Master Fund are held in custody by SEB for the Master Fund, unless they are provided to SEB (by way of transfer of title or otherwise as collateral) to fulfil any margin requirements. In addition, in relation to any obligations the Master Fund has to SEB under the SEB Agreement, the Master Fund has granted SEB a first fixed charge over the Securities and Cash held by SEB and a floating charge over all other assets held by SEB.

21

Cash held by SEB on behalf of the Master Fund is not segregated from the money of SEB and may be used by SEB in the course of SEB´s business. The Master Fund will therefore rank as a general creditor of SEB in respect of such cash balances and will be exposed to the creditworthiness and solvency of SEB. It is the responsibility of the Master Fund (and not SEB) to ensure that all relevant assets of the Master Fund are delivered to SEB as prime broker and custodian. SEB will not be responsible for monitoring the Master Fund's compliance with this obligation. SEB is entitled to appoint third party appoint sub-custodians and other agents to perform any of its duties under the SEB Agreement. SEB is required to use all reasonable skill, care and diligence in selecting and appointing such third parties and for satisfying itself as to the ongoing suitability of the sub-custodian to provide custodial services to the Master Fund. Except as set out in the SEB Agreement, SEB is not liable for the selection of or in the ongoing monitoring and management of the service provided by such agents, for the performance by such third parties, other than where the third party is an SEB wholly owned entity. SEB will use reasonable care in the performance of its duties as Prime Broker, but except as set out in the SEB Agreement, SEB will not be responsible for any loss or damage suffered by the Master Fund. The Master Fund has agreed to indemnify SEB against any taxes as specified in the SEB Agreement and all claims, proceedings, expenses, costs, losses, damages and liabilities of every description in relation to transactions and the performance of the prime brokerage services. SEB had a market capitalization of SEK 211bn at year-end 2017 and has a minimum holds a credit rating of ‘Aa2’ for long term debt from the credit agency of Moody’s and A+ from Standard & Poor’s. SEB has no decision-making responsibility relating to the Master Fund’s investments, which decisions remain the responsibility of the Master Fund at all times. SEB or the Master Fund may terminate the SEB Agreement at any time upon not less than 30 days’ written notice. SEB is a service provider to the Master Fund and is not responsible for the preparation of this document or the activities of the Master Fund and therefore accepts no responsibility for any information contained in this document other than the above description. General The Master Fund reserves the right to change the prime brokerage and custodian arrangements described above by agreement with the relevant Prime Broker and Custodian and/or, in its discretion, by a resolution of the Directors of the Master Fund to appoint additional or alternative prime broker(s) and custodian(s) without prior notice to Shareholders. Shareholders will be notified in due course of any appointment of additional or alternative prime broker(s) and custodian(s).

SUBSCRIPTIONS Subscriptions Shares are available for subscription on each Subscription Day at the relevant Subscription Price. The Subscription Price will be equal to the Net Asset Value per Share as at the Valuation Day immediately preceding the Subscription Day on which the application is effective. A subscriber may also be required to pay an additional amount as an Equalization Credit. The Directors are authorized to close the Fund or any Class of Shares to new subscriptions at any time on such basis and on such terms as they may in their discretion determine.

22

Procedure Applicants for Shares, and Shareholders wishing to apply for additional Shares, must send their completed Application Form by mail (with a copy by facsimile) so as to be received by the Administrator by no later than 5.00 pm (Cayman time) on the Valuation Day preceding the relevant Subscription Day and so that cleared funds are received by the Administrator no later than 5.00 pm (Cayman time) on the same day, failing either of which, subject to the discretion of the Directors, the application will be held over to the following Subscription Day and Shares will then be issued at the Subscription Price on that Subscription Day. Fractions of Shares will, if necessary, be issued. The Fund reserves the right to reject any application in whole or part at its absolute discretion, in which event the amount paid on application or the balance thereof (as the case may be) will be returned (without interest) as soon as practicable in Euro or US Dollars (as appropriate) at the risk and cost of the applicant. The Administrator will issue a written confirmation to successful applicants confirming acceptance of their application. Once the Administrator has received completed applications, they are irrevocable. Applications for Shares will not be dealt with and Shares will not be issued until receipt of notification that an applicant's funds have been cleared in the full amount of the subscription. Subject thereto, Shares are deemed to be issued on the relevant Subscription Day. Minimum Investment The Minimum Holding is €250,000 in the case of Euro Shares and US$250,000 in the case of US$ Shares or such lesser amount as the Directors may in their discretion determine provided that such amount is not less than €100,000 or US$100,000 as the case may be. The minimum amount of additional subscriptions is €50,000 in the case of Euro Shares and US$50,000 in the case of US$ Shares. Ineligible Applicants The Application Form requires each prospective applicant for Shares to represent and warrant to the Fund that, among other things, he is able to acquire and hold Shares without violating applicable laws. The Shares may not be offered, issued or transferred to any person in circumstances which, in the opinion of the Directors, might result in the Fund incurring any liability to taxation or suffering any other pecuniary disadvantage which the Fund might not otherwise incur or suffer, or would result in the Fund being required to register under any applicable US securities laws. Shares may generally not be issued or transferred to any US Person, except that the Directors may authorize the issue or transfer of Shares to or for the account of a US Person provided that:

a) such US Person is a US Tax-Exempt Investor; b) such issue or transfer does not result in a violation of the 1933 Act or the securities laws of any of

the states of the United States; c) such issue or transfer will not require the Fund to register under the 1940 Act or to file a

prospectus with the CFTC under the CEA; d) such issue or transfer will not cause any assets of the Fund to be “plan assets” for the purposes of

ERISA; and e) such issue or transfer will not result in any adverse regulatory or tax consequences to the Fund or

its Shareholders as a whole.

23

Each applicant for, and transferee of, Shares who is a US Person will be required to provide such representations, warranties or documentation as may be required to ensure that these requirements are met prior to the issue, or the registration of any transfer, of Shares. If the transferee is not already a Shareholder, he will be required to complete the appropriate Application Form. Eligible Investors Investment in Shares is limited to Eligible Investors. An Eligible Investor is any person whose:

a) ordinary business or professional activity includes the buying and selling of investments, whether as principal or agent; or

b) (if a natural person) individual net worth, or joint net worth with his or her spouse, exceeds US$1 million; or

c) (if an institution) assets under discretionary management exceed US$5 million. Investors must warrant on the Application Form that they are an Eligible Investor and that they have the knowledge, expertise and experience in financial matters to evaluate the risks of investing in the Fund, are aware of the risks inherent in investing in the assets in which the Fund and the Master Fund will invest and the method by which these assets will be held and/or traded, and can bear the loss of their entire investment in the Fund. Any transferee of Shares will be required to warrant in like terms before any transfer is registered. Subject as mentioned above and under “General and Statutory Information” below, Shares are freely transferable. Form of Shares All the Shares will be registered Shares and will only be issued in bookstock form, meaning that a Shareholder’s entitlement will be evidenced by an entry in the Fund’s register of Shareholders, as maintained by the Administrator, and not by a share certificate. Suspension The Directors may declare a suspension of the issue of Shares in certain circumstances as described under “General and Statutory Information”. No Shares will be issued during any such period of suspension. Anti-Money Laundering In order to comply with legislation or regulations aimed at the prevention of money laundering the Fund is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers (where applicable), and source of funds. Where permitted, and subject to certain conditions, the Fund may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person. The Fund, and the Administrator on the Fund's behalf, reserve the right to request such information as is necessary to verify the identity of a Shareholder (i.e. a subscriber or a transferee) and the identity of their beneficial owners/controllers (where applicable). Where the circumstances permit, the Fund, or the Administrator on the Fund's behalf, may be satisfied that full due diligence may not be required at subscription where an exemption applies under the Anti-Money Laundering Regulations (2018 Revision) of the Cayman Islands, as amended and revised from time to time or any other applicable law. However, detailed verification information may be required prior to the payment of any proceeds from or any transfer of an interest in Shares.

24

In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Fund, or the Administrator on the Fund's behalf, may refuse to accept the application, or if the application has already occurred, may suspend or redeem the interest, in which case any funds received will be returned without interest to the account from which they were originally debited. In order to comply with Cayman Islands and United States law, the Administrator will require verification of identity and the source of funds from all subscribers. Depending on the circumstances of each subscription, it may not be necessary under the Anti-Money Laundering Regulations, 2017 of the Cayman Islands (the “Regulations”) to obtain full documentary evidence of identity in situations where the Regulations allow simplified due diligence to be applied. The Fund, and the Administrator on the Fund's behalf, also reserve the right to refuse to make any redemption or dividend payment to a Shareholder if the Directors or the Administrator suspect or are advised that the payment of redemption or dividend proceeds to such Shareholder may be non-compliant with applicable laws or regulations, or if such refusal is considered necessary or appropriate to ensure the compliance by the Fund or the Administrator with any applicable laws or regulations. If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority ("FRA") of the Cayman Islands, pursuant to the Proceeds of Crime Law (2018 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. As a regulated mutual fund in the Cayman Islands, the Master Fund is also subject to the same legislation and regulations aimed at the prevention of money laundering that are applicable to the Fund. The Master Fund will discharge its obligations by implementing procedures substantially similar to the Fund. Investors may obtain details (including contact details) of the current AML Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer of the Fund and the Master Fund, by contacting Moma Advisors A/S at moma@momas.dk. Sanctions The Fund is subject to laws that restrict it from dealing with entities, individuals, organizations and/or investments which are subject to applicable sanctions regimes. Accordingly, the Fund will require the subscriber to represent and warrant, on a continuing basis, that it is not, and that to the best of its knowledge or belief its beneficial owners, controllers or authorized persons ("Related Persons") (if any) are not; (i) named on any list of sanctioned entities or individuals maintained by the US Treasury Department's Office of Foreign Assets Control ("OFAC") or pursuant to European Union ("EU") and/or United Kingdom ("UK") Regulations (as the latter are extended to the Cayman Islands by Statutory Instrument), (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, OFAC, the EU and/or the UK apply, or (iii) otherwise subject to

mailto:moma@momas.dk

25

sanctions imposed by the United Nations, OFAC, the EU or the UK (including as the latter are extended to the Cayman Islands by Statutory Instrument) (collectively, a "Sanctions Subject"). Where the subscriber or a Related Person is or becomes a Sanctions Subject, the Fund may be required immediately and without notice to the subscriber to cease any further dealings with the subscriber and/or the subscriber's interest in the Fund until the subscriber ceases to be a Sanctions Subject, or a license is obtained under applicable law to continue such dealings (a "Sanctioned Persons Event"). The Fund, the directors, the Administrator and the Investment Manager shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the subscriber as a result of a Sanctioned Persons Event. In addition, should any investment made on behalf of the Fund subsequently become subject to applicable sanctions, the Fund may immediately and without notice to the subscriber cease any further dealings with that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings (a "Sanctioned Investment Event"). Shares in the Master Fund The Fund subscribes for ordinary shares of the relevant class in the Master Fund at such times as the Directors may determine at the net asset value per ordinary share of the Master Fund.

REDEMPTIONS Shares are redeemable at the option of the Shareholder. Shareholders should send a completed redemption request in the form available from the Administrator to be received by the Administrator no later than 5.00 pm (Cayman time) on the Business Day falling at least 30 calendar days, or such lesser period as the Directors may in any particular case determine, before the relevant Redemption Day, failing which the redemption request will be held over until the next following Redemption Day and Shares will be redeemed at the Redemption Price applicable on that Redemption Day. Redemption requests may be sent by facsimile, or as electronic copies of the subscription application. A request for a partial redemption of Shares will be refused, or the holding redeemed in its entirety, if, as a result of such partial redemption, the Net Asset Value of the Shares retained by the Shareholder would be less than the Minimum Holding. A redemption request, once given, is irrevocable save with the consent of the Directors (which may be withheld). Redemption Price The Redemption Price per Share will be equal to the Net Asset Value per Share as at the Valuation Day immediately preceding the relevant Redemption Day. A redeeming Shareholder may also receive additional redemption proceeds if an Equalization Credit paid at the time of subscription has not been fully applied. Redemption Fee A redemption fee of 2 per cent of the redemption proceeds is payable by the redeeming Shareholder on Shares redeemed within six months of issue or acquisition if purchased in the secondary market. No redemption fee will be payable on Shares held for more than six months. Shares will be treated as redeemed on a ‘first in, first out’ basis. The redemption proceeds will be reduced by the amount of the

26

redemption fee and the net amount paid to the redeeming Shareholder. The redemption fee will be retained by the Fund. The Directors may waive the payment of a redemption fee at their discretion Settlement Payment of redemption proceeds will normally be made within 15 Business Days of the relevant Redemption Day. Payment will be made in Euro for Euro Shares and US Dollars for US$ Shares by direct transfer in accordance with instructions given by the redeeming Shareholder to the Administrator and at the Shareholder’s risk and cost. Suspension The Directors may declare a suspension of the redemption of Shares in certain circumstances as described under “General and Statutory Information”. No Shares will be redeemed during any such period of suspension. Compulsory Redemptions The Directors have the right to require the compulsory redemption of part or all Shares held by or for the benefit of a Shareholder at any time, including, without limitation, if the Directors determine that the Shares are held by or for the benefit of any person who is or becomes an Ineligible Applicant and/or is not or is no longer an Eligible Investor as described under “Subscriptions”. The Fund also reserves the right to require compulsory redemption of all Shares held by a Shareholder if the Net Asset Value of the Shares held by the Shareholder is less than the Minimum Holding and in certain other circumstances as described under “General and Statutory Information”. Where the Net Asset Value of the Shares held by a Shareholder is less than the Minimum Holding and the Fund decides to exercise its right to compulsorily redeem, the Fund will notify the Shareholder in writing and allow such Shareholder thirty days to purchase additional Shares to meet the Minimum Holding. Ordinary shares in the Master Fund The Fund may redeem ordinary shares of the relevant class in the Master Fund at such times as the Directors may determine at the Net Asset Value per ordinary share of the Master Fund. Deferred Redemptions In the event that redemption requests are received for the redemption of Shares representing in aggregate more than 25 per cent of the total number of Shares then in issue, the Fund is entitled to reduce the requests rateably and pro rata amongst all Shareholders seeking to redeem Shares on the relevant Redemption Day and to carry out only sufficient redemptions which, in aggregate, amount to 25 per cent of the Shares then in issue. Shares which are not redeemed but which would otherwise have been redeemed will be redeemed on the next Redemption Day (subject to further deferral if the deferred requests themselves exceed 25 per cent of the Shares then in issue) in priority to any other Shares for which redemption requests have been received. Shares will be redeemed at the relevant Redemption Price prevailing on the Redemption Day on which they are redeemed. In the event that redemption requests for the redemption of Shares are received in relation to a Redemption Day which, if aggregated with redemption and/or with withdrawal requests made in relation to any investors in the Master Fund other than the Fund, would, if all such redemption and withdrawal requests were carried out in full, result in the redemption of more than 25 per cent of the total number of ordinary shares in the Master Fund then in issue, the redemption requests in relation to Shares may be deferred rateably and pro rata amongst the Shareholders. Such deferrals will be implemented in the same manner as that which applies to deferrals by the Fund, as described above.

27

Anti-Money Laundering Investors should note that the Directors may refuse to accept a redemption request if it is not accompanied by such additional information as they may reasonably require. This power may, without limitation to the generality of the foregoing, be exercised where proper information has not been provided for money laundering verification purposes as described under “Subscriptions”.

EXCHANGES Except when issues and redemptions of Shares have been suspended in the circumstances described under “General and Statutory Information”, holders of Euro Shares are entitled to exchange any or all of their Euro Shares for US$ Shares and vice versa on any Redemption Day subject to maintaining the Minimum Holding if only some Shares of a Class are exchanged. A Share exchange will be effected by way of a redemption of Shares of one Class (and thus will result in the payment of any Performance Fee accrued in respect of such Shares) and a simultaneous subscription (at the most recent Subscription Price) for Shares of the other Class and, accordingly, the general provisions and procedures relating to redemptions and subscriptions of Shares will apply, save that no redemption fee will be payable. Any additional redemption proceeds to which the Shareholder is entitled (as a result of any Equalization Credit paid at the time of the original subscription not having been fully applied) will be applied in subscribing for Shares of the other Class. Redemption proceeds will be converted into the other currency at the rate of exchange available to the Administrator and the cost of conversion will be deducted from the amount applied in subscribing for Shares of the other Class. No exchange fee will be payable on the first exchange in any period of twelve months. However, an exchange fee of 1 per cent of the redemption proceeds of the Class of Shares which is being exchanged will be payable on each exchange thereafter in such period. The redemption proceeds of the Class of Shares, which is being exchanged, will be reduced by the amount of the exchange fee (if any) and the net amount applied in subscribing for Shares of the other Class. The Directors may waive the payment of the exchange fee at their discretion. The exchange fee will be retained by the Fund. Shareholders should send a completed exchange request in the form available from the Administrator to be received by the Administrator no later than 5.00 pm (Cayman time) on the Business Day falling at least 30 calendar days, or such lesser period as the Directors may in any particular case determine, before the relevant Redemption Day, failing which the exchange request will be held over until the next following Redemption Day and Shares will be exchanged at the relevant Redemption Price and Subscription Price applicable on that Redemption Day.

NET ASSET VALUE The Net Asset Value of the Fund, the Net Asset Value per Share of each Class of Shares, the Net Asset Value of the Master Fund and the net asset value of each cla