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This Corporate Offer has been drawn up, based on a draft Prospectus, asa draft subject to reviews, checks, updates and other changes. The aim is to obtain approval for the Prospectus by the Luxembourg supervisory authority pursuant to the Law of 13 February 2007 on specialised investment funds (“the Law�). However, to date the Prospectus has not yet been approved by the Luxembourg supervisory authority and the Fund has not yet been registered on the official list of specialised investment funds in accordance with Article 43(1) of the Law.


Quantum Leap – Growth Fund

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1. Structure The Fund is an open-ended investment company organised as a partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg and qualifies as a société d’investissement à capital variable – fonds d’investissement spécialisé (SIF-SICAV). The Fund is authorised as an undertaking for collective investment ("UCI") under the law of 13 February 2007 relating to specialised investment funds. The Fund is an umbrella fund and as such may operate separate sub-funds (each, a “Sub-Fund”), each of which is represented by one or more classes of Shares (each, a “Class”). The Sub-Funds are distinguished by their specific investment policy or any other specific features, as further described in the Sub-Fund Particulars. The Company constitutes a single legal entity, but the assets of each Sub-Fund shall be invested for the exclusive benefit of the Shareholders of the corresponding Sub-Fund and the assets of a specific Sub-Fund are solely accountable for the liabilities, commitments and obligations of that Sub-Fund. The General Partner may at any time resolve to set up new Sub-Funds and/or create within each Sub-Fund one or more Classes of Shares and the Prospectus will be updated accordingly. The General Partner may also at any time resolve to close a Sub-Fund, or one or more Classes of Shares within a Sub-Fund, to further subscriptions. The General Partner may only be removed as manager by amendment of the Articles. Any resolution of a Shareholders' meeting of the Company creating rights or obligations of the Company vis-àvis third parties and any amendment of the Articles of the Company must be approved by the General Partner. As a société en commandite par actions the Company has two different types of participants:

• The associé-gérant-commandité who is, by operation of law, jointly and severally liable for any obligations of the Company. The General Manager, Quantum Leap Capital Management S.à r.l., is the associé-gérant-commandité and is therefore responsible for the management of the Company; • The shareholders whose liability is limited to the amount of their investment in the Company. The Company may have an unlimited number of shareholders. The capital of the Company shall be equal at all times to the net assets of the Company. The minimum capital of the Company, as prescribed by law, is the equivalent in USD of Euro  1,250,000. This minimum must be reached within a period of 12 months following the authorisation of the Company as a SIF-SICAV under the Law. The Company is incorporated for an unlimited period. The Company will be incorporated with an initial capital of USD 50,000 divided into 500 fully paid up Shares of no par value. Under Luxembourg law and its Articles, the Company is authorised to issue an unlimited number of Shares, all of which are without par value. The base currency of the Company is the USD and all the financial statements of the Fund will be presented in USD.


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2 . Management and administration of the fund Quantum Leap Capital Management S.à r.l. is a Luxembourg limited company (société à responsabilité limitée) and is the General Partner of the Fund. As General Partner, Quantum Leap Capital Management S.à r.l. is responsible for defining and implementing the Fund's investment policy according to the general guidelines set out in this document. It organises and manages the Fund's investment portfolio. The General Partner may at its sole discretion and at its own cost appoint one or more investment advisors. The board of managers of the General Partner comprises the following members: • Mr George Urumov • Mr Ruslan Pinaev • Mr Andrey Solenov Mr George Urumov has extensive experience dealing in sovereign, quasi-sovereign and corporate debt instruments of the CEMEA region. Mr Urumov holds a BSc in Banking and International Finance as well as an MSc in Finance of Economics from the London School of Economics. Mr Urumov previously worked with several reputable international financial institutions in London. Mr Ruslan Pinaev holds an MSc in Public Management from SDA Bocconi in Milan. Mr Pinaev has extensive experience in dealing with bond and credit derivatives, experience acquired whilst working with several reputable Baltic, Russian and Western Banks. Mr Andrey Solenov, holder of A PhD in Management and Systems from MADI University, Moscow as well as a BSc in Banking and International Finance from CUBS, London. Mr Solenov has extensive experience in the area of marketing, having held a position of a Marketing Director responsible for Latin America, South East Asia, Middle East and Africa for a major Russian corporation. The General Manager established excellent banking relationships over combined 20 years in the industry. QL Partners’ record is backed up by hundreds of historic trades and deals with return in excess of 1,800% in 2008-2010 period (please see Appendix for detailed trades).

3. Investment objective The Company's main objective is to achieve long-term growth of its assets with a superior risk-adjusted performance while protecting the invested capital. Partners aim to achieve 5 year cumulative return of 400% or 80% p.a. including re-invested income and redemptions. Macro analysis and top down asset allocation approach allows us to decide on the main characteristics of the portfolio with a 100% focus on liquidity.


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Credit analysis allows us to short list names of high credit quality that are suitable for the fixed income part of the portfolio. Fund will trade all liquid asset classes including bonds, stocks, rates, FX, commodities and derivatives excluding structured credit products, as hedging instruments. Our trading strategy requires ‘long’ money and a minimum investment horizon is 2 years.

4. Investment policy In order to achieve this objective, the Sub-Fund will directly or indirectly invest into a broad range of asset classes, including equities, fixed income securities, money market instruments, investment funds (including hedge funds, funds of hedge funds, real estate funds and ETFs), Foreign Exchange and derivative instruments. The Fund may also take short positions on the above instruments and engage in securities lending transactions. QL can be long and/or short and can change market direction rapidly. The Fund may borrow up to 250% of its net assets for investment purposes or to bridge short term liabilities. The maximum leverage resulting from borrowings and the use of financial derivative instruments (except for hedging any currency risk) may not at any time and in aggregate exceed 500 % of the Fund's net assets. Up to 60% of the fund’s assets will be invested in corporate and sovereign credit positions with individual credit exposure not exceeding 5% and 10% of the fund respectively. The fund will not have overall country limit ceiling or duration restrictions. Our target minimum fixed income portfolio return is 10% p.a. The rest of the strategy is comprised of EM Equities, developed market equities, FX, rates and commodities trading. One of the main themes of the fund is deteriorating fiscal positions in developed world versus improving fiscal and monetary conditions in the developing world. To express this view, fund will be taking large short positions in the G7 bond markets through purchase of sovereign CDS contracts and/or shorting bond futures and government bonds. The proceeds from these short sales will be invested in bonds of countries with improving monetary and fiscal conditions. Our view is that the interest rate levels and credit spreads of developed and developing nations will converge at some stage in the next 10 years. 25% of the fund will be invested across various Emerging Market equities and these positions will be actively traded. Given our core view that inflation will be far higher in the next 10 years than what is embedded in the current inflation expectations, the fund’s investment bias will be long inflation protected securities. The fund will use commodity futures to hedge short term risks of price fluctuations. The remaining 15% of the fund will be invested in special situations and automated system trading. Average return from these special situations exceeds 1,000% p.a. and often 100% can be made in 2-3 months.


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Quantum Leap – Growth Fund

Given large number of restructurings and bankruptcies going through at the moment, there are enormous numbers of profitable opportunities that QL can take advantage of immediately. To minimise risks, we intend to limit special situations to 10% of the fund activity and each individual position will be limited to USD 3-5mm. The fund can hold

1-10 special situation positions at any time.

QL partners have developed a system that has consistently produced 50-250% p.a. with large drawdowns and P&L volatility. Due to these specifications, we intend to invest a maximum of 5% of fund’s assets using this system. The system is largely based on momentum driven strategies and is a trend following system. It has 35% win ratio with an average profit exceeding average loss by 10:1. Stop loss is set at 2.5% and exits from profitable trades are set at 11 day lows. System has been back tested for 100 years and has been profitably used in the last 5 years.

5. Profile of the typical investor

The Fund may be suitable for Eligible Investors who are seeking long term growth potential offered through investment in alternative investment vehicles.

6. Fund currency — USD 7. Treatment of income The Fund may be suitable for Eligible Investors who are seeking long term growth potential offered In relation to Shares referenced as "Acc" Shares, no distributions will be made and all interests and other income earned by the Fund will be reflected in the Net Asset Value of the Shares. In relation to Shares referenced as "Dist" Shares, it is the intention of the General Partner to periodically distribute dividends.

8. Fund Expenses

Class [A]-shares

Class [B]-shares ¹

Management Fees ²

up to 2%

up to [1]%

Custodian Fees

up to [0.03]%

up to [0.03]%

Other Administration Services ³

up to [0.06]%

up to [0.06]%

Performance fee 20%

¹ Subject to suitable agreement with the General Partner ² Fees payable to the Investment Manager. ³ This includes administration agency, registrar and transfer agency as well as domiciliary agency fees.


Quantum Leap – Growth Fund

9. Shareholders expenses

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Initial Charges [A] Shares — up to 6.5% of the subscription amount; [B] Shares — [0.00%]. Redemption Charge The Company may levy a redemption charge of up to 3% based on the Net Asset Value per Share of the relevant Share Classes in favour of the Fund.

10. Taxation of the Sub-Fund The Sub-Fund is not subject to any taxes in Luxembourg on income or capital gains. The only tax to which the Sub-Fund is subject is the "taxe d'abonnement" at a rate of 0.01% per annum based on the Net Asset Value of the Sub-Fund. Interest and dividend income received by the Sub-Fund may be subject to non-recoverable withholding tax in the country of origin. The Sub-Fund may further be subject to tax on the realised or unrealised capital appreciation of its assets in the countries of origin. The effects of investment in the Sub-Fund on the tax bill of an individual investor is dependent on the fiscal regulations applicable to that individual. Investors should consult their advisers in this regard prior to investing. Further details are provided in the Prospectus.

11. Price information The Net Asset Value per Share of all Share Classes are available from the registered office of the Company.

12. Specific features of Share Classes — [TBC]


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13. How to buy/sell/convert shares Subscriptions

After the initial offering period, Shares will be issued at a price based on the Net asset Value per Share determined as at the relevant Valuation Day increased, as the case may be, by a sales charge, as stated below. Investors whose applications are accepted will be allotted Shares issued on the basis of the Net Asset Value determined as at the Valuation Day following receipt of the application form provided such application has been received by the Administrative Agent before 2.00 p.m. (Luxembourg time) on the second Business Day preceding the relevant Valuation Day. Any applications received after the applicable deadline will be processed in respect of the next Valuation Day. Payment for subscribed Shares has to be made no later than [TBC]. Redemptions Shares purchased in this Sub-Fund will not be redeemable during the first twenty-four (24) months (the “Lock Up Period”) following the date of subscription. After the Lock Up Period, Shares will be redeemable in accordance with the Redemption Procedure set out below. Shares will be redeemed at a price based on the Net Asset Value per Share determined as at the relevant Valuation Day, less, as the case may be, a redemption charge. Shareholders will have their Shares redeemed at a price based on the Net Asset Value determined as at the Valuation Day following receipt of the application provided such application has been received by the Administrative Agent before 2.00 p.m. (Luxembourg time), the second Business Day preceding the relevant Valuation Day. Any applications received after the applicable deadline will be processed in respect of the next Valuation Day. Payment of redemption proceeds will generally be effected within 30 Business Days following the relevant Valuation Day. Further details on how to buy, switch or redeem shares are available in Section 8 and 9 of the Sub-Fund Particulars and the Full Prospectus.


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14. Additional information

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Registered Office: 69, route d’Esch, L-1470 Luxembourg Custodian: RBC Dexia Investor Services, 71, Queen Victoria Street, EC4V 4DE London, United Kingdom Administrator, Registrar and Transfer Agent: RBC Dexia Investor Services, 71, Queen Victoria Street, EC4V 4DE London, United Kingdom Auditor: Audit & Compliance, 65, rue des Romains, L-8041 Strassen

Contacts George Urumov — Partner Tel: +44 795 735 2109 +7 905 775 0467

Ruslan Pinaev — Partner Tel: +7 905 775 04 67 +44 795 727 96 12

Andrey Solenov — Partner Tel: +7 916 670 11 81 +44 795 727 96 12


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15. Appendix March 2008 Go long UK government 2yr bonds at 6.5%. Position unchanged until October 2008. Go short GBP vs. USD at 2.03. Current rate 1.64. Realised profit 24%. October 2008 Sell UK bonds. Yield 3%. Profit 20.0%. Buy American Express 5.625% 08/2009 (ISIN XS0199043778) at 91%. Matured at 100. Realised profit 14.625%. Buy Gazprom 10.5% 10/2009 (ISIN XS0156366378) AT 97.5. Matured at 100. Realised profit 13%. Buy VTB 11/2009 (ISIN XS0328683635) at 81. Matured at 100. Realised profit 21.18%. Buy Norilsk 7.125% 09/2009 (ISIN XS0201869251) at 89.94. Matured at 100. Realised profit 17.185%. Buy GE 5.5% 12/2009 XS0200018876 AT 96.35. Matured at 100. Realised profit 9.15%. Buy JPM Russia (RTS) at 213.0. Current Price 568. Gain 167%. Buy EURUSD at 13010.40. Current Price 1.3755. Gain 5.7%. November 2008 Buy VTB 6.332 2010 (ISIN XS0291406931) at 84. Current price 101. Gain 23.3%. Buy JPM Russia(RTS) 200.0, 195. Current Price 568. Gain 184%. Buy JPMorgan at 33.30. Current Price 44. Gain 32%. Buy Morgan Stanley at 11.85. Current Price 30.50. Gain 157%. Buy NLMK at 5.0. Current price 33.9. Gain 578% December 2008 Buy Barratt Dev at 62.70. Current Price 126.4. Gain 105%. Buy JPM Flem Russia at 200.0. Current Price 568. Gain 184%. Buy Nasdaq 100 at 1241. Current Price 1925. Gain 55%. Buy AUDUSD at 6810. Current Price 9160. Gain 35%. Buy Gold at 871.80. Current Price 1100. Gain 26%. January 2009 Buy JPM Flem Russia (RTS) at 172. Current Price 568. Gain 230%. Buy Patriot Coal (PCX) at 762.40. Current Price 2027. Gain 165%. Buy Potash at 84.94, 72.42. Current Price 125.79. Gain 60%. Buy VTB at 200.0, 150, 145. Current Price 542 Gain 210%. Buy Sistema at 456.5. Current Price 2612. Gain 472%. Buy Norilsk at 500.0, 377. Current Price 1690. Gain 285%. Buy Rosneft at 345.90. Current Price 811.8. Gain 135%. Buy Surgut at 440.50. Current Price 871. Gain 98%. Buy Caterpillar at 37.43. Current Price 60.3. Gain 61%. February 2009 Buy Sterling vs. Dollar at 1.415, 1.4018 & 1.3765. Current Price 1.52. Gain 8.7%. Buy Pimco Corporate Fund at 726.0. Current Price 1490. Gain 105%.


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June 2009 Buy Razgulay Group Stock at 1.264. Current price 1.90. Gain 50%. Buy Cherkizovo Stock at 7.0. Sold at 15.3. Gain 118%. Buy JPM FLEM Russia at 302.70, 277, 270. Current price 568. Gain 100%. Buy KBW Bank ETF at 969. Current price 2496. Gain 157%. Buy VTB at 257.52. Current price 542. Gain 110%. Buy PCX at 802.63. Current price 2016. Gain 151%. Buy SP 500 at 920.88. Current price 1150. Gain 25%. Buy Nasdaq 100 at 1454.70. Current price 1924.3. Gain 32%. Buy Tristan 10.5 2014 (ISIN USG90748AA57) at 45. Current price 80. Gain 100%. July 2009 Buy Bank of Moscow 6.807 2017 (ISIN XS0299183250) at 74.75%. Sold at 95.25. Gain 34%. Buy Nasdaq 100 at 1441.90. Current price 1924.3. Gain 33%. Buy Gold at 955.01. Current price 1101. Gain 15%. August 2009 Buy City of Kiev 8.625 2011 (ISIN XS0197093965) at 67.5%. Current price 81.25. Gain 27%. Buy KKB 7.625 2012 (ISIN XS0286431878) AT 67.0%. Current price 95.5. Gain 50%. September 2009 Short 2-Year T-note at 10835. Current price 10850. Loss 0.1%. Buy Citigroup at 400. Current price 395. Loss 1.25%. October 2009 Buy ING at 9.5 Current price 7.5. Loss 21.0%. December 2009 Buy PDVSA 5.375% 2027 at 40.00. Current price 53.00 Unrealised gain 32.5%. Buy Ukraine 4.95% 2015 at 70.00. Sold at 77.00. Realised gain 10.00%. Buy Naftogaz 9.5% 2014 at 80.00. Sold at 94.0. Realised gain 20.0% Buy BTA 7.875% 2010 at 20.00. Sold at 40.00. Realised gain 100%. Buy BTA 8.25% 2037 at 20.00. Sold at 40.00. Realised gain 100%. January 2010 Buy Argentina 7.82% 2033 at 61.5. Current price 61.5 Unrealised gain 0%. Buy Rusal at 9.80. Current price 8.83 Unrealised loss 10%. April 2010 Buy Goldman Sachs at 141. Current Price 131. Unrealised loss 7%. May 2010 Buy GGB (Helenic Republic) 4.3% 2012 at 80.6 Sell GGB (Helenic Republic) 4.3% 2012 at 93.0. Realised gain 15% in 3 days or 1,871% p.a. Buy OGK-6 at 0.03. Current price 0.0325. Realised profit 0%. Buy Petrobras at 35.33. Current Price 34.11. Unrealised loss 3.45%. June 2010 Buy BP at 350. Current Price 425. Gain 22%.

Results Total Return on Equity March 2008 – June 2010: 1,800%.


QuanL