STATUTE. Sirius Investments, investiční fond s proměnným základním kapitálem, a.s.

Transcription

1 STATUTE Sirius Investments, investiční fond s proměnným základním kapitálem, a.s.

2 TABLE OF CONTENTS Definitions... 3 Part I. General Basic Information on the Investment Fund Manager Administrator Information on Authorisation of Other Party to Perform Individual Activities Depository Investment Strategy Risk Profile Information on Historical Performance Policy for Management of Assets and Disbursement of Shares in Profit or Revenues Information on Securities Issued by the Fund Fees and Costs Other Information Part II. Information on Issue and Buy-back of Investment Shares in a Sub-fund

3 Definitions The terms defined below have the following meanings in this Statute: Administrator is QI Investiční společnost, a.s., having its registered office at Rybná 682/14, Prague 1, postcode , ID No.: , registered in the Companies Register administrated by the Municipal Court in Prague, Section B, File Shares are the investment shares and founder shares of the Fund. Shareholders are the holders of investment and/or founder shares of the Fund. Bank Deposits mean the claims to payment of finances from the account in the Basic Currency or Foreign Currency with a maximum maturity period of 1 year against CNB, some other central bank, a bank with registered office in the Czech Republic, a foreign bank with a branch office situated in the Czech Republic or against some other party stated in Section 72(2) of the Act on Investment Companies and Investment Funds. Security also means an uncertificated security. Foreign Currency is any other currency than the Basic Currency. CNB means the Czech National Bank. Depository means Česká spořitelna, a.s., having its registered office in Praha 4, Olbrachtova 1929/62, postcode , ID No , registered in the Companies Register administrated by the Municipal Court in Prague, Section B, File Fund means Sirius Investments, investiční fond s proměnným základním kapitálem, a.s. Fund Capital means the value of the assets, which are a part of the property of the relevant sub-fund (hereinafter also referred to as the Fund Assets ), reduced by the amount of liabilities, which are also a part of the property (hereinafter also referred to as the Fund Debts ). Fund Assets Value means the value of the assets, which are a part of the assets of the relevant sub-fund or the asset of the Fund. Investment Period means the period of time starting on the first of January every year or on the date of issue of the first Investment Shares of the Fund and ending on the thirty first of December in the same year or on the date of dissolution of the Fund. The first Investment Period will end on 31 December Investment Security means a share or a similar security representing a share in the company or some other legal entity, a bond or a similar security representing the right to receive repayment of an owed amount and securities entitling to acquire or alienate the Investment Securities mentioned above. For the purposes of the Statute, an Investment Security is not a security issued by an Investment Fund, except for the security specified in Section 3(1)(c) of the Governmental Regulation. Investment Fund means an investment fund as defined by the Act on Investment Companies and Investment Funds or a similar entity or organisation organised under foreign legislation. For the purposes of defining the investment strategy of the Fund, including the investment limits, an Investment Fund also means a sub-fund of an Investment Fund in the form of a jointstock company with a variable registered capital or a comparable organisation organised under foreign legislation. Investment Company is QI Investiční společnost, a.s., having its registered office at Rybná 682/14, Praha 1, postcode , ID No.: , registered in the Companies Register administrated by the Municipal Court in Prague, Section B, File Governmental Regulations means the Governmental Regulation No. 243/2013 Sb. (Sb. = Collection of Laws), on Investment Activities of Investment Funds and on Methods of Their Management. Manager means the Fund. Statute means the present statute. Class of the investment shares means the group of the investment shares with which the identical special rights are associated. Some rights associated with the investment share may differ across individual Classes as stipulated by the Statute. Ordinance on Rules means the Ordinance No. 244/2013 Sb. on the more detailed definition of certain rules of the Act on Investment Companies and Investment Funds. Basic Currency means the Czech Crown (CZK). Capital Market Business Act means the Act No. 256/2004 Sb., on Carrying on Business on the Capital Market. Act on Investment Companies and Investment Funds or AICIF means the Act No. 240/2013 Sb., on Investment Companies and Investment Funds. 3

4 Part I. General 1 Basic Information on the Investment Fund 1.1 The trade name of the Fund is: Sirius Investments, investiční fond s proměnným základním kapitálem, a.s. The registered office of the Fund is at: Jungmannovo náměstí 757/14, Prague 1. The identification number of the Fund is The Fund may also use the abbreviated designation Sirius Investments SICAV. 1.2 The Fund was entered on the list of investment funds maintained by the CNB on 30 April The Fund was incorporated on the date of its registration in the Companies Register, i.e. as of 28 May The fund was incorporated for an indefinite period of time. 1.4 The Fund is a fund of qualified investors as defined by Section 95 of AICIF. 1.5 The Fund is neither a controlling nor a subordinated fund. 1.6 The auditor of the Fund is Mazars Audit s.r.o., Pobřežní 620/3, 18600, Prague, CR Chamber of Auditors Certificate No The Fund is a newly founded Investment Fund. For this reason, there are no historical data on the status matters of the Fund as of the date of adoption of this Statute. 1.8 The Fund is a joint-stock company with a variable registered capital. The Fund has a monistic structure of bodies. The Fund s bodies are the General Meeting (see Article 1.11 of the Statute for more details), the Statutory Director and the Board of Directors. The statutory body is the Statutory Director, whose terms of reference include the business management of the Fund. The Supervisory Board is a supervisory body and business management is excluded from its terms of reference by the Articles of Association. The Articles of Association contain the details on the Fund s bodies. 1.9 The Fund s registered capital is equal to its Fund Capital. The registered capital of the Fund is CZK (in words: two million Crowns). The registered capital of the Fund is sufficient for the purpose of acquiring and maintaining adequate human and technological resources, which are necessary for proper management of the sub-funds during the initial stage of the Fund s existence when the relevant sub-funds do not have sufficient capital obtained from Shareholders, which would generate a sufficiently high management fee. In the later stages of the Fund s existence, the costs of maintaining the adequate human and technological resources will be financed from the fee for management of individual sub-funds The Fund was incorporated by the notarial records NZ 235/2014 and N 246/2014, written by JUDr. Miroslav Novák, a notary public in Prague, on 6 March The terms of reference of the Fund s General Meeting include but are not limited to: a) making a decision on a change of the Fund s Articles of Association; b) making a decision to increase or decrease the Fund s registered capital; c) electing and removing the Fund s statutory body and Supervisory Board; d) approving a decision on transformation of the Fund; e) approving a decision to dissolute the Fund. The Fund s statutory body is authorised to present other matters that may be of major significance to the Fund s investors to the General Meeting for vote and is particularly authorised to present the plans concerning the management of the Fund Assets or any material changes in the Fund s Statute to the General Meeting for vote The Fund s statutory body convenes the General Meeting at least once a year not later than within four months after the end of the accounting period. The details concerning the process of convening the General Meeting are defined by the Fund s Articles of Association Sub-funds 1.14 The Fund may create sub-funds in accordance with the Articles of Association. Investment shares are issued on the accounts of individual sub-funds. The Fund does not issue investment shares. 4

5 1.15 General information on sub-funds: a) a sub-fund is a part of the Fund s property separated in terms of bookkeeping and property. The Fund includes the assets and liabilities from its investment activities in the sub-fund (sub-funds). The assets and liabilities of the Fund, which are not earmarked into a sub-fund, are not investment assets and therefore the investment strategies specified in Article 6 do not apply them. This is without prejudice to the other provisions of the present Statute; b) each sub-fund may also have its own investment strategy defined hereinafter in this Statute; c) in order to satisfy or settle the claim of a creditor or a shareholder against the Fund, arising in connection with the creation of a sub-fund, through implementation of its investment strategy or through its dissolution, only the assets in the given sub-fund can be used. The costs relating to the particular sub-fund are paid from the assets of the given sub-fund. The costs relating to multiple sub-funds are paid from the assets of these sub-funds on a pro rata basis; d) the designation of a sub-fund must contain a characteristic element of the trade name of the company and the word sub-fund or possibly must otherwise describe the characteristic quality of the sub-fund; e) decision to create a sub-fund will be made by the Fund s statutory body, which will also determine the investment strategy of the sub-fund and other rules for the working of the sub-fund in the Statute and will make sure that the sub-fund is entered on the list maintained by the CNB; f) for each sub-fund, the Fund issues registered investment shares. It is not possible to issue investment shares for a given sub-fund, if the information necessary for identification of the given sub-fund is not on the list maintained by the CNB. In other respects, the provisions of Article 10.5 et seq. of the Statute will apply to the investment shares of a sub-fund The provisions of this Statute stated below will also be applied to the activities of all sub-fund, unless it follows from the given provision that it only applies to the activities of the particular sub-fund stated therein: a) general information on sub-funds (Articles 1.13 through 1.16 of the Statute); b) information on the manager of the sub-fund (Article 2 of the Statute); c) information on the Administrator of the sub-fund (Article 3 of the Statute); d) information on authorisation of another party to perform an individual activity (Article 4 of the Statute); e) information on the depository of the sub-fund (Article 5 of the Statute); f) investment strategy (Article 6 of the Statute); g) risk profile (Article 7 of the Statute); h) information on the historical performance (Article 8 of the Statute); i) management policy and information on disbursement of shares in profit or revenues (Article 9 of the Statute); j) information on the shares issued by the sub-fund (Article 10 of the Statute); k) information on the fees charged to investors and the costs paid from the assets of the sub-fund (Article 11 of the Statute); l) other information needed by investors to assess investment on an informed basis (Article 12 and Part 2 of the Statute) Each reference to the management and administration of the Fund in this Statute also means a reference to the management and administration of each of its sub-funds The sub-funds that have been currently created are: a) Sirius Investments Reserva, sub-fund I. This sub-fund was entered on the list of sub-funds maintained by the CNB on 9 June 2015 and was created as of the date on which it was entered on that list. II. III. This sub-fund has been founded for an indefinite period of time. The investments shares of the sub-fund Sirius Investments Reserva have been assigned identification according to the International Securities Identification Numbering (ISIN) system, which is CZ for Class A and CZXXXXXXXXXXX for Class B. 5

6 2 Manager 2.1 The Fund is a self-managed investment fund as defined in Section 8(1) of AICIF. 2.2 The manager of the Fund is the Fund. 2.3 The executives of the Fund are: a) Martin Burda, the Statutory Director and b) Martin Lobotka, the Managing Director. 2.4 In accordance with the granted business licence, the business objective of the Fund is to accumulate finances or items that can be valued by money from multiple qualified investors by issuing participation securities or by having the qualified investors become its shareholders and to make joint investments of the accumulated finances or items that can be valued by money according to a determined investment strategy for the benefit of the qualified investors, and to manage such assets. 2.5 Within the granted business licence, the Fund is not authorised to carry out its own administration or to exceed the decisive limit. 3 Administrator 3.1 The administration of the Fund is carried out by the investment company QI investiční společnost, a.s., having its registered office at Rybná 682/14, Prague 1 1, postcode , ID No.: The registered capital of the Investment Company amounts to CZK and has been paid up in full. 3.3 The Investment Company was incorporated when it was entered into the Companies Register on 21 June The Investment Company was granted a business licence in the decision of the CNB of 16 May 2007, issued under the file no. Sp/541/78/2007/5, 2007/8224/540, which came into legal force on 17 May As of the date of the issue of this Statute, there have not been any later changes made in this decision of the CNB. By this decision, the executives of the Investment Company were approved at the same time. By the decisions of the CNB of 16 April 2010, issued under the file nos. Sp/2010/229/571, 2010/3476/570 and Sp/2010/231/571, 2010/3478/570, which came into legal force on 16 April 2010, Ing. Jan Vedral and Ing. Lukáš Vácha were granted approval to hold the positions of the executives of the Investment Company. By the decision with the file no. 2012/5166/570, Sp/2012/301/571, Mgr. Vladan Kubovec was granted an approval to hold the position of the executive of the Investment Company. 3.5 The Investment Company has been entered on the list of investment companies maintained by the CNB. 3.6 The executives of the Investment Company are: a) Ing. Jan Vedral, Chairman of the Board of Directors, b) Ing. Lukáš Vácha, Vice-chairman of the Board of Directors, c) Mgr. Vladan Kubovec, member of the Board of Directors. 3.7 In accordance with the granted business licence, the business objectives of the Investment Company are: a) to manage the funds of qualified investors and comparable foreign investment funds; b) to carry out the administration of the funds of qualified investors and comparable foreign investment funds. 3.8 The Investment Company belongs to the consolidation group of the company Conseq Investment Management, a.s., having its registered office in Prague 1, Rybná 682/14, postcode , ID No.: , registered in the Companies Register administrated by the Municipal Court in Prague, Section B, File As part of the administration, the Investment Company ensures performance of all the activities, which are included in the administration of an investment fund; in particular, it carries out the following for the Fund: a) it keeps accounting books and makes sure that tax obligations are met; b) it provides legal and compliance services and an internal audit; c) it values its assets and liabilities and carries out the calculation of the current value of the investment shares of the 6

7 sub-fund; d) it ensures issue and buy-back of the investment shares of the sub-fund; e) it prepares the documents of the Fund and subfund(s), particularly its annual reports, the Statutes and any possible changes therein; f) it publishes, announces and provides the information and documents of the Fund as well as subfund(s) to its shareholders and other authorised parties, including the Czech National Bank. The activities, which are included in the administration, are carried out by the Investment Company in full on its own or it authorised some other party to perform such activities on the terms specified in Article 4 of the Statute. 4 Information on Authorisation of Other Party to Perform Individual Activities Risk Management 4.1 The Fund entrusted risk management, compliance with information and disclosure obligations and some other activities to the Investment Company. The Investment Company is obliged to ensure performance of these activities in accordance with the Statute, laws and the internal regulations of the Fund. Other information is governed by the contract on authorisation of other party to perform certain activities entered into between the Fund and the Investment Company. Terms of authorisation to Perform Activities 4.2 Within its management, the Fund is authorised to authorise some other party to perform individual activities involving the management and is authorised to do so on the terms defined by the AICIF and the Statute. The specific terms of the authorisation are governed by the contract between the Fund and the authorised party. 4.3 Within the administration or some other activity performed for the Fund, the Investment Company is authorised to authorise some other party to perform the individual activities entrusted to it by the Fund and is authorised to do so on the terms defined by the AICIF and the Statute. The specific terms of the authorised are governed by the contract between the Investment Company and the authorised party. 4.4 The Fund or, as the case may be, the Investment Company may control and, with its instructions, influence the performance of activities by some other party. The Fond or, as the case may be, the Investment Company as the authorising party is authorised to terminate the contracts, under which the specified activities were entrusted to some other party, with immediate effect. When performance of such activities is entrusted to some other party, this is without prejudice to the Fund s liability to compensation for the damages resulting from breach of its obligations as the Manager of the Fund, which arise from the Statute, the AICIF and other laws. 4.5 Other activities within the management of the Fund, which are entrusted to third parties by the Fund on an ad hoc basis, include legal and transaction consultancy. External legal and other consultants are chosen in accordance with the requirements for professional care regarding the particular given matter. 5 Depository 5.1 The Depository of the Fund is Česká spořitelna, a.s., having its registered office in Prague 4, Olbrachtova 1929/62, postcode , ID No , registered in the Companies Register administrated by the Municipal Court in Prague, Section B, File The Depositor has been entered on the list of depositories of investment funds maintained by the CNB. 5.3 The Depository belongs to the group of Erste Group Bank AG, Am Graben 21, Vienna, Austria. 5.4 The activities of the Depository follow from the AICIF and are also specified in the depository contract entered into between the Fund and the Depository. In particular, the Depository: a) has fungible investment instruments owned by the sub-fund in its custody by keeping records of them on an asset account, which the Depository keeps for the sub-fund in the relevant system of records or which it opens for the sub-fund at Centrální depozitář cenných papírů, a.s. or a comparable entity under the laws of a foreign state; b) has the sub-fund s assets in a physical custody, if the nature of the assets allows so; c) opens and keeps financial accounts in the name of the sub-fund on behalf of the Fund or opens the same, on the terms defined by the AICIF, with some other party, and deposits all the finances of the Fund to such accounts and controls the movement of the finances belonging to the property of the relevant sub-fund on such accounts; 7

8 d) keeps record on the assets of the sub-fund, the nature of which allows so; e) checks whether: i. the investment shares of the sub-fund were issued and bought back; II. the current value of the investment shares of the sub-fund was calculated; III. the assets and liabilities of the sub-fund were valued; IV. the considerations from transactions with the sub-fund s assets were paid within the usual time limits; V. the revenues generated for the sub-fund are used; in accordance with the AICIF, the Statute and the stipulations of the depository contract. 5.5 The Depository is responsible for the custody of the investments instruments owned by the sub-fund, for the custody of assets of the Fund and for keeping records on such assets. It is without prejudice to the Depository s responsibility if the Depository authorises some other party to carry out these activities. This is also without prejudice to the Manager s liability for damages that occurred in the management and the Administrator s responsibility for administration of the Fund. 5.6 If the Depository authorises some other party to perform some of the activities performed by the Depository in relation to the Fund, the Depository will notify the Fund of this fact and the Fund will make sure that information on such other party is stated in the Statute. 6 Investment Strategy 6.1 The Fund included the assets and liabilities, which are a part of the assets and liabilities of the Fund arising from investment activities, into the sub-fund (sub-funds). These assets and liabilities thus form a sub-fund and are investment assets and therefore the investment strategy specified in this Article 6 applies to them. It is only possible to carry out transactions with the assets of a certain sub-fund in accordance with the applicable investment strategy specified in this Article for the sub-fund concerned. Investment Strategy for the Sirius Investments Reserva Sub-fund (Articles 6.2 through 6.7 of the Statute) 6.2 The goal of the Sirius Investments Reserva sub-fund is to keep overcoming the rate of inflation in the Czech Republic through long-term increase of the value of investors assets by investing into the following assets : a) financial assets (Articles of the Statute) b) capital interests (Articles of the Statute) c) claims (Article 6.7 of the Statute) Investments into Financial Assets 6.3 For the purpose of accomplishing the goal, the Fund invests the assets of the Sirius Investments Reserva sub-fund primarily into the following financial assets: a) bank deposits and financial market instruments; b) securities issued by investment funds; c) corporate bonds and ETFs investing into corporate bonds; d) government bonds and ETFs investing into government bonds; e) ETFs investing into other types of assets; f) financial derivatives; g) shares and equity ETFs. 6.4 The investment limits for investments to be made by the Sirius Investments Reserva sub-fund into financial assets have been set as follows: a) the Sirius Investments Reserva sub-fund may invest a maximum of 100 % of its assets into financial assets; b) the Sirius Investments Reserva sub-fund will not invest more than 35 % of its assets into securities issued by a single issuer. This limit does not apply to the bank, which is the Depository. This limit also does not apply to security dealers who are the counterparties of some transactions such as currency and interest rate swaps; 8

9 c) the exposure of the Sirius Investments Reserva sub-fund to the government bonds of the OECD member states is not limited; d) the Sirius Investments Reserva sub-fund will not deposit more than 35 % of the value of the sub-fund s assets as bank deposits in a single bank. This limit does not apply to the deposits at the bank, which is the Depository of the Sirius Investments Reserva sub-fund. All the assets of the Sirius Investments Reserva sub-fund may be deposited in the form of a bank deposit with the bank, which is the Depository of the Sirius Investments Reserva sub-fund, if this is desirable; e) the Sirius Investments Reserva sub-fund is not allowed to invest more than 20 % of the sub-fund s assets into securities issued by a single investment fund; f) the Sirius Investments Reserva sub-fund is not obliged to maintain compliance of the structure of its assets with the rules mentioned above when exercising a pre-emption right to subscribe for investment securities or financial market instruments, which it owns or will own; however, it must restore this compliance without undue delay after exercising the said pre-emption right; g) if the Fund fails to maintain compliance of the structure of its assets in the Sirius Investments Reserva sub-fund with the aforementioned rules for reasons that occurred beyond its control, the Fund will ensure such compliance without undue delay, taking into account the interests of the Shareholders of the Sirius Investments Reserva subfund. Investments into Capital Interests 6.5 The Sirius Investments Reserva sub-fund may also invest by acquiring interests in capital commercial companies. 6.6 The Sirius Investments Reserva sub-fund invests into interests in commercial companies, including interests in commercial companies with unlimited liability partnerships or into companies with a limited partnership. The Sirius Investments Reserva sub-fund may invest up to 100 % of its assets into ownership interests. The Sirius Investments Reserva sub-fund is allowed to invest a maximum of 35 % of the value of its assets into an interest in the same entity. Investments into Claims 6.7 The Sirius Investments Reserva sub-fund invests into claims, particularly into claims against commercial companies. The claims, into which the Sirius Investments Reserva sub-fund will invest, may be both secured and unsecured and they are not limited by the debtor s solvency. Also, the reason for which the (receivable) claim arose and whether the claims pertains to money or some other asset value, on which the Fund s investment policy is focused, is not decisive. The Sirius Investments Reserva sub-fund is allowed to invest a maximum of 10 % of its assets into claims. Instruments Used to Manage the Sub-funds Assets (Articles 6.8 through of the Statute) 6.8 Sub-funds may invest into financial derivatives, which are accepted for trading on one of the markets specified in Section 3(1)(a) of the Government Regulation, if their underlying assets is one of the asset values, which can be acquired as property of the given sub-fund according to the Statute (interest rate, currency exchange rate, currency or financial index) and which is sufficiently representative and publicly accessible. Sub-funds may also invest into financial derivatives not accepted for trading on the markets specified in Section 3(1)(a) of the Government Regulation, if their underlying assets is one of the asset values mentioned in the previous sentence, provided that they are valued in a reliable and verifiable manner every working day and if other conditions specified in Section 13 of the Government Regulation are met. 6.9 Without prejudice to the possibility of negotiating some other financial derivatives, the following financial derivatives are used most frequently when managing sub-funds: a. Swaps. A swap is generally deemed to be an agreement between two parties on mutual purchase and sale of the underlying instruments for a previously set price, which is settled as of certain moments in the future. A currency swap is a combined transaction, which consists partly of a currency conversion settled promptly and partly of a forward currency conversion to be settled in the future. A currency swap is used to hedge the assets of a sub-fund against unfavourable fluctuations of foreign currency. A sub-fund will use it, for example, if it intends to buy an asset in a foreign currency but does not want to take a currency risk. In that case, when it buys (converts) the necessary amount of Foreign Currency, it will also simultaneously sell (convert) the same amount of this currency back into the Basic Currency of the Fund with settlement in the future, which is a currency swap. 9

10 b) Forwards. A forward is generally deemed to be a non-standardised agreement of two parties on purchase or sale of an underlying instrument for a previously set price with settlement as of a future date. A foreign exchange (FX) forward is a currency conversion with settlement in the future. The currency exchange rate for settlement of this conversion is derived (calculated) according to the prompt (spot) current exchange rate and netted of the difference arising from the different interest rates of the converted currencies for the period from the date of negotiation of the contract to the date of its settlement. The most frequent case of use is the situation, in which the sub-fund holds an asset in a Foreign Currency and expects an unfavourable fluctuation of this Foreign Currency in relation to the Basic Currency of the sub-fund. In order to avoid the necessity to sell the asset concerned, only an FX forward will be negotiated so that the exchange rate of the asset s currency is fixed and thus hedged against its unfavourable fluctuation in the future. However, it can also happen that the expectation of fluctuation of the Foreign Currency was incorrect and this fluctuation will conversely be favourable in relation to the Basic Currency of the sub-fund. However, as a result of negotiation of the FX forward, the Fund will not participate in any gains arising from the favourable fluctuation of the Foreign Currency in relation to the Basic Currency of the sub-fund. When managing the assets of a sub-fund, the Fund may also operate with types of financial derivatives not explicitly mentioned, provided that they are in accordance with the investment strategy of the sub-fund concerned The Fund may carry out repo transactions using the sub-funds assets only on the following conditions: a) if the repo transaction is agreed with an admissible counterparty specified in Section 6(3) of the Government Regulation, which is subject to the supervision by a governmental authority of the state, in which the counterparty has its registered office; b) if the finances gained from a repo are used to acquire a bond issued by a state with a rating at an investment level, a bank deposit or to negotiate a reverse repo in accordance with the Statute; and c) if the asset values, which are the subject matter of the reverse repo, meet the requirements specified in Section 33(2) of the Government Regulation, and if, during the term of the reverse repo, they are not encumbered with an absolute title or transferred to some other party, if it is not a case of a reverse sale or reverse transfer to some other contractual party Sub-funds can use financial derivatives and carry out repo transactions only in relation to investment securities or financial market instruments and solely for the purpose of reducing the risks from sub-funds investments, reducing the subfunds costs, gaining additional capital or achieving additional revenues for the sub-funds. The debts arising from the use of financial derivatives and repo transactions must always be fully covered by the assets of the sub-fund concerned The use of financial derivatives and negotiation of repo transactions in the management of sub-funds and the methods of measuring and mitigating the risk arising from the use of these techniques will be governed by the Government Regulation, unless they are explicitly governed by the Statute. A financial derivative must not be used and a repo transaction must not be negotiated in a manner or for a purpose circumventing the investment strategy of the sub-und concerned or the rules defined by the Statute and the Government Regulation Tthe Sirius Investments Reserva sub-fund may also invest in a manner that profits from a decrease of the price of the selected financial asset. Such investments are made particularly through financial derivatives; Warning Relating to the Investment Strategy of Sub-funds (Articles 6.13 and 6.14 of the Statute) 6.14 Investments into the Fund is suitable for those investors who are willing to take higher financial risks in order to increase the probability of the growth of the value of their investment denominated in the Basic Currency in the long term and who are ready to hold the investment into the relevant sub-fund for a period of at least 3 years The rate of return on an investment into a sub-fund, its part or a revenue from this investment is not secured or guaranteed. The Sirius Investments Reserva sub-fund is not a secured or guaranteed fund. No guarantees are provided by third parties for the purpose of protecting investors. 7 Risk Profile Descriptions of the substantial risks arising from an investment into sub-funds: The risk of volatile current value of a security issued by a sub-fund as a consequence of the structure of the assets or the method of managing the sub-fund s assets. 10

11 In spite of the fact that the sub-fund s assets consist mainly of widely diversified investments, a Shareholder must be aware that in spite of the best efforts made to ensure secure management, the value of the investment share in the subfund may fluctuate depending on the developments on financial markets. Market risk arising from the influence of the changes in the trend of the overall market on the prices and values of individual types of assets of the sub-fund. The most significant market risks are the currency risk, the interest rate risk, the equity risk, the commodity risk and the risk of specific investment projects this concerns particularly changes in the regulatory policies of individual countries, including retroactive changes. The trend in exchange rates, interest rates and other market values impacts the value of assets owned by the sub-fund. The degree of market depends on the specific structure of the sub-fund s assets. The influence of the market risk is high particularly with derivatives where a small change in the price of the underlying instrument may result in a big change in the price of the derivative (the leverage effect). The credit risk lying with the possibility that the issuer or counterparty will not settle their debt. The credit risk may lie particularly with the possibility that the entities who have debts to the sub-fund (such as debtors from the investment instruments and the like) will not settle these debts duly and in time. The Manager minimises these risks particularly by choosing counterparts and issuers with regard to their rating, by setting limits for the extent of exposure to individual counterparts and issuers and by suitable contractual stipulations. The credit risk also includes the settlement risk, i.e. the risk that the counterparty will not pay or will not deliver the investment instruments within the agreed time limit. Risk of insufficient liquidity. This risk lies with the possibility that a certain asset of the sub-fund will not be converted into money in time and for a reasonable price and that the sub-fund will consequently be unable to settle its obligations to Shareholders or that the quoted price of the sub-fund s investment Shares will drop as a result of a sale for too low a price. The risk is limited by the sub-fund s investments into investment instruments, which are liquid, which can be regularly sold to an investment company in a sufficient volume, or which are traded on the relevant markets in a sufficient volume. Other measures include maintaining the necessary volume of the sub-fund s assets in the form of bank deposits. Risk associated with the investment focus of the sub-fund on certain industries, states or regions, other parts of the market or certain types of assets. An investment focus of the sub-fund on a certain industry, states or regions brings about a systematic risk when developments in the given sector influence a considerable part of the sub-fund s portfolio. This systematic risk is addressed through diversification, i.e. by spreading the investments across multiple industries, states and regions. Operational risk. This risk lies with the possibility of a loss resulting from shortcomings or failures of internal processes or a human factor or from external events (such as third party s failure to provide up-to-date information for valuation of the sub-fund or failure to provide timely confirmation of the transactions carried out by counterparties, etc.). This risk is controlled by maintaining an adequate management and control system of the Manager. This risk also includes the risk of loss of the assets entrusted into custody or some other type of keeping, which may be caused particularly by insolvency, negligent or wilful action of the party that has the sub-fund s assets or the securities issued by the sub-fund in custody or some other type of keeping. Risk that the Fund or the sub-fund will be dissolved for reasons defined by the law. The Fund or the sub-fund can be dissolved, for example, as a result of a Manager s decision to that effect, merger or amalgamation of the Fund, dissolution of the Fund with liquidation or as a result of a CNB s decision to that effect, for example if the sub-fund has not had a Depository for more than 3 months or if the Fund s capital in the sub-fund does not reach the threshold of EUR within 12 months from the date of its foundation. Risk that the Fund or the sub-fund will be dissolved even for other reasons than the ones defined by the law. The Fund or the sub-fund can also be dissolved, for example, for economic and restructuring reasons (particularly if the Fund has economic problems), which may cause that the Shareholder will not hold their investment in the Fund for the entire period of their intended investment term. This serves to explicitly point out that there is no guarantee of the possibility for a Shareholder to stay in the sub-fund and that no such guarantee is provided. Risk arising from making investments into target funds. If the sub-fund invests the assets of Shareholders into other target funds, then there is a risk of unsuitable choice of the target funds, which, for example, do not achieve the expected performance or other desirable characteristics. Another risk is the accumulation of fees, i.e. the risk that the total yield of the sub-fund investing into other target funds is decre- 11

12 ased not only by the Fund s fees paid to the Investment Company but also by the fees, which the target funds pay to the investment companies, which manage them. There is also, for example, the risk of the purchase of the target investment funds being restricted or terminated. Risks associated with acquisition of foreign assets. With foreign assets, it is necessary to point out the risks of political, economic or legal instability. The consequence of such risk can be particularly occurrence of unfavourable conditions for disposal (sale) of an asset as a result of, for example, foreign exchange or legal restrictions, economic recession or, in an extreme case, nationalization or expropriation. There is also a currency risk concerning the trend in the exchange rate of the currency, in which the asset is denominated, in relation to the currency of the Fund or the sub-fund. Risks associated with the possibility of failure of the legal entities, in which the sub-fund has interests. Commercial companies may be affected by a business risk. As a result of this risk, the market value of the interests in them may decrease or such interests may lose value altogether (bankruptcy) or the risk may result in the impossibility to sell the interests. Risks associated with claims The quality of claims depends primarily on the debtor s ability to settle their obligation (the debtor solvency) and on the quality of their collateral. Insufficient debtor solvency or quality of the collateral of the claim may result in devaluation of the claim (a credit risk). This risk can be reduced by assessing the debtor s solvency before acquiring the claim, by monitoring the repayment of the claim by the debtor, by a system of timely warning about unpaid claims and by starting to address such claims in the early stage of delinquency, and by choosing sufficient collateral, the value of which does not correlate to the debtor s solvency, by monitoring the value and quality of the collateral during the existence of the claim, with possible requests to provide additional collateral. The risk that claims against a single debtor or several debtors will be concentrated among the Fund s assets is also associated with claims. Risks associated with an incorrect valuation of assets by an expert. An incorrect valuation of an asset may result in decrease of the value of the sub-fund s assets after the sale of the asset. This risk is mitigated by a strict choice of experts who monitor the status, use and other facts, which may influence the value of assets, and who examine the valuation. Risks associated with the possibility to suspend issue and buy-back of the investment shares for up to two years. According to this Statute, the Fund has the possibility to suspend the issue or buy-back of the sub-fund s investment shares, if it is necessary in order to protect the rights or legally protected interests of the Shareholders. For the investor, this poses the risk of lack of liquidity of the investment Shares concerned. The suspension can be applied for a period of up to two years. 12

13 8 Information on Historical Performance The Fund was founded in May 2015 and therefore sufficient data that would provide investors with a useful picture of the past performance of the Fund and the individual subfunds are not available. 9 Policy for Management of Assets and Disbursement of Shares in Profit or Revenues 9.1 The accounting period of the Fund and of its sub-fund(s) is the calendar year. The first accounting period can be extended by up to 1 month preceding the current accounting period. 9.2 The assets and liabilities arising from the Fund s investment activities are valued at their real value in accordance with Section 196 of the Act on Investment Companies and Investment Funds and other legislation, particularly the Ordinance on Rules. 9.3 The Fund s statutory body is responsible for approving financial statements, making a decision on distribution of the profit or other revenues from the Fund s or subfunds assets and making a decision on payment of a loss arising from the Fund s performance. 9.4 Valuation of the assets and liabilities arising from the Fund s investment activities is carried out on a regular monthly basis as of the last calendar day of the month or, as the case may be, as of some other day, as of which a Shareholder files a request for issue or buy-back of investment Shares and the Fund will decide on the date of valuation as of that day ( Valuation Day ). The Fund will also carry out valuation of the assets and liabilities arising from the Fund s investment activities as of some other day, if the Fund deems it necessary for the sake of protection of the Shareholders. 9.5 The Fund accounts for the balance and changes of the property and other assets of the Fund, debts and other liabilities of the Fund, the costs and revenues and the profit or loss made from management of the Fund Assets separately from the subject matter of the accounting of individual sub-funds, and, to enable the calculation of the Fund Capital per individual Class of investment shares (see section 10.9), also separately for individual Classes. In accordance with the accounting methods defined in special legislation that governs accounting, the Fund makes sure that the subject matter of accounting is kept in accounting books kept separately for each sub-fund, the assets of which the Fund manages, in such a way so that it is possible to prepare financial statements for each sub-fund as well as for the Fund. 9.6 The financial statements of the Fund and the sub-fund(s) must be audited by an auditor. 9.7 The Fund may provide a credit (on its own account or on sub-fund s account), a loan or a gift to a party, in which the Fund (on its own account or on sub-fund s account) has an interest, or possibly to some other party, provided that the provision thereof has a positive economic impact on the Fund and/or the sub-fund. If the credit, a loan or a gift is provided from the sub-funds assets, such provision must be in accordance with the overall investment strategy of the Fund and must not unreasonably increase the risk of the Fund s portfolio or must not ultimately result in a material decrease of the value of its assets. The sum of all credits, loans and gifts provided from the sub-fund s assets to a single party must not exceed 20 % of the value of the Fund Assets. 9.8 The Fund may (on its own account or on sub-fund s account) receive credits or loans on the standard market terms provided that: a) the share of external resources does not exceed 50 % of the Fund Capital; b) the share of external resources in any individual investment, except for investments into financial assets, does not exceed 95 % of the value of such investment as of the date of acquisition of such investment by the Fund; the value of an investment is deemed to be its acquisition price increased by the related costs incurred in implementing the given project (particularly the costs of external consultants, a commission, a termination fee for a tenant in the case of a real estate, construction costs, etc.). 9.9 The Fund may (on its own account or on sub-fund s account) provide collaterals from its assets for credits or loans received by the Fund or some other party on the condition that provision of such collateral has a positive economic impact on the Fund and / or the sub-fund. Provision of a collateral must be in accordance with the overall investment strategy of the sub-fund and must not unreasonably increase the risk of the sub-fund s portfolio. The Fund s statutory body will decide on provision of a collateral The sub-fund Sirius Investments Reserva does not pay shares in profit (dividends) or in revenues from the sub-fund s economic activities. These are reinvested and will be reflected in the increase of the value of the sub-fund s Share Fund pays, annualy and after the end of the accounting period, the dividend to the holders of the founder shares (section 10.1). Fund (not the sub-fund) can provide a loan to the holders of the founder shares with the interest rate based on actual market conditions for similar transactions. 13

14 10 Information on Securities Issued by the Fund 10.1 The Fund issues two types of shares: Founder Shares (in the Fund s account) 10.2 The founder shares represent equal shares in the registered capital. The registered capital amounting to CZK (in words: two million Czech Crowns) is divided into 20 separate registered founder ordinary shares, without a nominal value (hereinafter referred to as Founder Shares ) No right to have a Founder Share bought back in the company s account or any other special right is attached to Founder Shares. In accordance with the law and the Fund s Articles of Association, the company s Founder Shares can be issued as a bulk certificate If Founder Shares are transferred to a third party, the other owners of Founder Shares have a pre-emption right to buy such Founder Shares in accordance with the Fund s Articles of Association. Investment Shares (in the account of individual sub-funds) 10.5 Investment shares are separate registered shares, without any nominal value, which represent equal shares in the Fund Capital of the relevant sub-fund or in the Fund Capital of the relevant sub-fund s Class (hereinafter referred to as Class Fund Capital ), for which they have been issued (hereinafter referred to as Investment Shares ) The right to have an Investment Share bought back in the account of the sub-fund at the request of its owner is attached to an Investment Share. Investment Shares cease to exist when bought back. Other information on issue and buy-back of the Fund s Investment Shares is stated in Part II of the Statute No right to vote at the General Meeting is attached to the ownership of Investment Shares. Investment Share of the sub-fund Sirius Investments Reserva 10.8 The Fund issues Class A and Class B Investment Shares on the account of sub-fund Sirius Investments Reserva. These two Classes differ in specific costs associated with them. Unless stated otherwise in the Statute, the investors in both Classes are treated identically and identical rules apply to them. 14

15 10.9 The current value of an Investment Share of the individual Class is determined as the quotient of the value of the Class Fund Capital ( Class Fund Capital Value, as defined below), and the number of issued Investment Shares of the same Class, rounded to four decimal places. Class Fund Capital Value is the product of the Fund s capital before accounting for specific costs and revenues of all Classes, and the allocation ratio of the particular Class (hereinafter referred to as Class Allocation Ratio ), adjusted for the specific costs and revenues of the particular Class. Class Allocation Ratio is computed as AP TD = (VK T(D-1) + IAV T(D-1) - IAO T(D-1) ) / (VK (D-1) + IAV (D-1) - IAO (D-1) ) where AP TD is Class Allocation Ratio on day D, VK T(D-1 is Class Fund Capital Value, including all specific costs and revenues of the Class, on such a day preceding the day D when the last valuation of the Fund (section 9.4) was performed (hereinafter referred to Day D-1 ), IAV T(D-1) is the value of Investment Shares of the particular Class issued between D-1 and D, IAO T(D-1) is the value of Investment Shares of the particular Class redeemed between D-1 and D VK (D-1) is the Class Fund Capital Value on D-1, IAV (D-1) is the value of all Investment Shares issued between D-1 and D, IAO (D-1) is the value of all Investment Shares redeemed between D-1 and D. Specific costs and revenues of the particular Class mean all such costs and revenues which only pertain to this Class or which this Statute stipulate differently for individual Classes. In particular, these include different costs associated with management of individual Classes as defined in Section 11 below. The investor to the particular Class has a share in the Class Fund Capital Value commensurate with the ratio of the number of t Investment Share held by that investor to the total number of outstranding Investment Shares of this Class The Administrator keeps records on Investment Shares as separate records on the accounts of the owners or on the accounts of the customers. Shares (Investment and Founder Shares) The Fund s shares are securities The Fund issues shares, which are not accepted for trading on a European regulated market or in a multilateral trading system. Their price is not published through these markets. 11 Fees and Costs 11.1 The Fund is entitled to charge an entry fee to an investor for subscription for Investment Shares. The entry fee, which is a revenue of the Fund, amounts to a maximum of 3.00 % of the value of the Investment Shares being issued. The specific amount of the entry fee charged by the Fund is stated in the contract on subscription entered into between the investor and the Fund For managing the sub-fund, the Manager is entitled to receive a fixed fee paid from the assets of the sub-fund. The fixed fee is set as 1 % of the average value, for the accounting period, of the Class A Fund Capital, and 2% of the average value, for the accounting period, of the Class B Fund Capital. The average value of the Class Fund Capital for an accounting period is calculated as a simple arithmetic mean of the values of the Class Fund Capital on each Valuation Date. This management fee is paid on a monthly basis for the preceding month and the amount of each monthly fee is calculated according to the following formula: MFT = PrVK T * PP / 12 where MF T = the monthly amount of the management fee of the Fund for particular Class PrVK T = the arithmetic mean of the values of the Class Fund Capital on each Valuation Date, calculated for the relevant month PP = the applicable fee rate determined by the Statutory Director of the Fund in % p.a. 15

16 11.3 The manager of the sub-fund is also entitled to Performance Fee for managing the sub-fund s assets; this Perfomance fee is calculated separately for each Class of Investment Shares. The Performance Fee is paid annually from the subfund s assets and the amount of each fee is calculated according to the following formula: where APF T is the annual amount of the Performance Fee for asset management and administration of the sub-fund s Class, derived from the increase of Class Fund Capital, expressed in CZK; VK T is the value of the Class Fund Capital as of the last calendar day of the Investment Period, for which the claim to the Performance Fee is examined, without taking into account the accrued Performance Fees in the given Investment Period; VK T-1 is the value of the Clas Fund Capital as of the last calendar day of the previous Investment Period; S T is the total amount, for which Investment Shares of the particular Class were issued during the Investment Period, for which the claim to the Performance Fee is being examined (the date of issue of Investment Shares of relevant Class is decisive for including it into the total sum); R T is the total amount for which the Investment Shares of the particular Class were bought back during the Investment Period, for which the claim to the Performance Fee is being examined (the date of redemption of Investment Shares of relevant Class is decisive for including it into the total sum); S i is the total amount, for which the Investment Shares of the particular Class were issued during the i-th calendar month of the Investment Period, for which the claim to the Performance Fee is being examined (the date of issue of Investment Shares of relevant Class is decisive for including it into the total sum); R i is the total amount, for which the Investment Shares of the sub-fund were bought back during the i-th calendar month of the Investment Period, for which the claim to the Performance Fee is being examined (the date of redemption of Investment Shares of relevant Class is decisive for including it into the total sum); The Performance Fee cannot exceed the maximum of 1 % of the arithmetic mean of the values of the Class Fund Capital during the given Investment Period. A claim to the Performance Fee only arises if the Class Fund Capital per one Investment Share on the last day of the given Investment Period exceeds the value of the Class Fund Capital per one Investment Share on the last day of such preceding Investment Period, for which the Performance Fee was paid the last time. If no Performance Fee has yet been paid, a claim to the Performance Fee will only arise if the Class Fund Capital per Investment Share on the last day of the given Investment Period exceeds the Class Fund Capital per Investment Share, for which the first Investment Shares were issued. The future obligation of the sub-fund in the form of the Performance Fee due to the Fund after expiry of the Investment Period will be determined for each month for the purpose of calculating the value of the Fund Capital in the sub-fund, and each monthly accrued value of this obligation will be weighted by the probability that the condition defined in the preceding paragraph will be met. The amounts of fees for management and administration of the sub-fund stated in this Statute do not include value added tax, if this activity is subject to this tax For performing the role of the depository of the Fund, the Depository is entitled to a fee paid from the assets of the subfund. The fee for performing the role of the depository amounts to a maximum of CZK per year (without VAT). The specific amount of the fee stated in the preceding sentence is set by the depository contract. The fee for performing the role of the depository of the Fund is paid on a monthly basis for the preceding month For performing the role of the Administrator, the Investment Company is entitled to a fee paid from the sub-fund s assets, which can amount to the maximum of: CZK per year, if the average value of the sum of the Fund Capital in all sub-funds is below 200 million CZK; and CZK per year % of the average value of the sum of the Fund Capital in all sub-funds in excess of 200 million CZK; and this applies to the first sub-fund or first Class of Investment Shares. If there is a higher number of sub-funds or Classes in the Fund than 1, the fixed component of the fee referred to in the preceding sentence will increase by CZK for each additional sub-fund or each additional Class beyond the number of 1; however, this amount cannot be more than 0.90 million CZK per year (excluding value added tax). 16

17 For performing the role of the Administrator, the Investment Company is further entitled to a fee (paid monthly from the sub-fund s assets) derived from the number of investors in the sub-fund and number of transactions with the Investment Shares and calculated according to the following formula: RF = 100 Kč * P Kč * P Kč * P 1` where P 1 is the number of asset accounts kept through the Administrator of holders of Investment Shares such that the current value of all Investment Shares in the account is, as of the end of calendar month for which the fee is to be paid, less than CZK 3.5 mil. P 2 is the number of transactions with Investment Shares where the value of the transaction is less than CZK 3.5 mil. (where transaction is, for the purpose of this Section 11.5, defined as either crediting or debiting of the asset account or the payment of the dividend or other share of profit). P 3 is the number of contracts, entered into in the calendar month for which the fee is to be paid, on issue and buy-back of Investment Shares or similar such contracts which are associated with transactions with Investment Shares where the value of the these transactions (as defined in the previous sentence) is less CZK 3.5 mil. Other fees for performance of the role of the Administrator are paid semi-annually. If the performance of the role of the Administrator is charged in some other period than one year, the rates will be proportionally adjusted. For two and more sub-funds, this fee will be re-invoiced to the individual sub-funds in the proportion corresponding to the proportion of the value of their fund capital For performance of the activities of the Investment Company specified in Article 4.1 of the Statute, the Investment Company is entitled to a fee paid from the assets of the sub-fund, which can amount to the maximum of: CZK per year, if the average value of the sum of the Fund Capital in all sub-funds is below 200 million CZK; and CZK per year % of the average value of the sum of the Fund Capital in all sub-funds in excess of 200 million CZK; and this applies to the first sub-fund or the first Class. If there is a higher number of sub-funds or Classes in the Fund than 1, the fixed component of the fee referred to in the preceding sentence will increase by CZK for each additional sub-fund or Class beyond the number of 1; however, the total amount cannot exceed CZK 0.60 million per year (excluding value added tax). The fee for performance of the activities of the Investment Company is paid semi-annually. If the performance of the activities of the Investment Company is charged in some other period than one year, the rates will be proportionally adjusted. For two and more sub-funds, this fee will re-invoiced to the individual sub-funds in the proportion corresponding to the proportion of the value of their fund capital. 17