Prospectus Fresh Active Equity Fund

Transcription

1 Prospectus Fresh Active Equity Fund An investment fund of AIFMD Manager OHV Institutional Asset Management B.V. 7 June 2017

2 TABLE OF CONTENTS DEFINITIONS 3 IMPORTANT INFORMATION 5 1. STRUCTURE AND GENERAL INFORMATION 6 2. INVESTMENT POLICY 9 3. RISK FACTORS THE MANAGER THE DEPOSITARY THE ASSET OWNER THE INVESTMENT ADMINISTRATOR UNITHOLDERS PREPARATION AND DETERMINATION OF THE NAV ISSUANCE AND REPURCHASE OF UNITS FEES AND COSTS TAXATION ASPECTS DIVIDEND AND DISBURSEMENT POLICY DURATION OF THE FUND, TERMINATION AND LIQUIDATION REPORTING AND PROVISION OF INFORMATION FINANCIAL SUPERVISION ACT OTHER INFORMATION STATEMENT OF THE MANAGER ASSURANCE REPORT OF THE AUDITOR 46 APPENDIX I ADDRESS LIST 47 APPENDIX II CONDITIONS OF MANAGEMENT AND CUSTODY 48 2

3 DEFINITIONS In the prospectus, the bolded words below shall be understood to mean the following: Auditor: AFM: Baker Tilly Berk N.V. the Netherlands Authority for the Financial Markets AIFMD: Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers Asset Owner: Business day: Custodian: Stichting Bewaarder OHV Institutional Asset Management a day on which NYSE, Euronext Amsterdam and the banks in the Netherlands are open to (instruct to) execute transactions in financial instruments KAS BANK N.V. Decree on Market Conduct Supervision: Financial Enterprise (Regulation of Conduct) Decree, implementing the Financial Supervision Act (as amended from time to time) Depositary: DNB: Fund: Fund Documents: Investment Administrator: Management conditions: and Custody: Manager: NAV: KAS Trust & Depositary Services B.V. De Nederlandsche Bank N.V. the assets under the name, in which securities, funds or other goods are or will be included for collective investment, in order for Unitholders to share the yields thereof this Prospectus, the Subscription Form (see section 1, Legal relationship between Unitholders, Manager and the Asset Owner ) and the Conditions of Management and Custody (see APPENDIX 2) KAS BANK N.V. the conditions for the management, included in APPENDIX 2 and custody of the Fund OHV Institutional Asset Management B.V. the intrinsic value (the Net Asset Value ) of the Fund, determined in accordance with the Prospectus Non-regular Transaction Day: a Business Day, other than a Transaction Day, determined by the Manager, on which the issue or repurchase of Units in a Fund can take place 3

4 OHV: OIAM: Prospectus: Subscription Form: Transaction Day: Oolders, Heijning & Voogelaar B.V. OHV Institutional Assetmanagement B.V. this prospectus, as amended from time to time the Subscription Form, as referred to in section 1, Legal relationship between Unitholders, Manager and the Asset Owner (1) a Business Day, on which the issue or repurchase of Units in a Fund may take place in accordance with the provisions set out upon Issuance and repurchase (2) a Non-regular Transaction Day Unitholders: Unitholders register: Units: the economically interested parties to the Fund the register, kept by KAS BANK NV, in which the Units are administrated the proportionate entitlements of Unitholders in the Fund Website: the website maintained by the Manager for the Funds under his management: Wft: Financial Supervision Act (as amended from time to time) 4

5 IMPORTANT INFORMATION Warning To potential investors are explicitly advised that investing in the Fund entails (financial) risks. For this reason, they must acquaint themselves thoroughly with the entire contents of the Prospectus and the Conditions of Management and Custody (see APPENDIX 2) and seek independent advice, if necessary, in order to be able to properly assess these risks. The value of a Unit may fluctuate significantly. It is possible that Unitholders will not recover the entire amount of their initial investment. Past performance is no guarantee of future results. Responsibility for the contents of the Prospectus. The Manager is responsible for the accuracy and the completeness of the information included in the Prospectus. To the Manager s reasonable knowledge, the information contained in the Prospectus reflects actual facts. No data has been omitted of which the statement would change the purport of the Prospectus. The provision and distribution of the Prospectus does not imply that all the information contained therein is still accurate and complete. Information regarding the Fund which is provided by third parties The Manager is not responsible for the accuracy and the completeness of information on the Fund, provided by third parties. Restrictions with respect to the distribution of the Prospectus in other countries The Prospectus does not constitute an offer, or an invitation to make an offer, to investors outside of the Netherlands. The Prospectus does not constitute an offer, or an invitation to make an offer, to any US Person, as defined in Regulation S of the Securities Act 1933 of the United States or as defined in the Foreign Account Tax Compliance Act (FATCA). Applicable law The Prospectus is exclusively governed by Dutch law. The legal relationships between the Manager, the Asset Owner and the Unitholders on the basis of the Fund Documents shall exclusively be governed by Dutch law. Any disputes that may arise from the Prospectus shall be adjudicated by the competent court in Amsterdam. Key investor information A key investor information document was prepared for the Fund, which document contains information on the Fund, the costs and the risks, associated with participation in the Fund. These documents can be obtained via the Website. 5

6 1. STRUCTURE AND GENERAL INFORMATION Name and date of establishment The Fund shall bear the name: Fresh Active Equity Fund and has been established for an indefinite period of time on 1 April 2017 and has its registered office in Amsterdam. Fund on joint account The Fund is a fund on joint account. It is not a legal entity, but an agreement between the Manager, the Asset Owner and each of the Unitholders. Under this agreement, the Manager invests, for the account and at the risk of the Unitholders, funds invested in asset values that are held in the name of the Asset Owner for the Unitholders. The Unitholders are, in proportion to the number of Units they hold, entitled to the assets of the Fund. Legal relationship between Unitholders, the Manager and the Asset Owner The legal relationship between Unitholders, the Manager and the Asset Owner is governed by the provisions included in the Fund Documents. By completing and returning a form with a request for the issue of Units (the Subscription Form), the Unitholder accepts to be bound by the contents of the Prospectus and the Conditions of Management and Custody. The agreement between the Manager, the Asset Owner and each of the Unitholders does not constitute a partnership, a general partnership or a limited partnership and does not otherwise constitute any agreement among the Unitholders themselves. The obligation of a Unitholder to pay for the Units to be issued is exclusively an obligation towards the Asset Owner. This obligation does not constitute a contribution, or a commitment to make a contribution. The Units only give rise to rights and obligations of the Unitholders towards the Manager and the Asset Owner, and not to obligations among the Unitholders themselves. Unlisted fund The Fund is not listed on any securities exchange. Authorisation under the Financial Supervision Act The Manager has been granted an authorisation, as required pursuant to article 2:65 of the Financial Supervision Act. The Fund is covered by the effect of this authorisation. Open end Unless special circumstances occur, the Fund has the obligation to, upon request, issue or repurchase Units in the Fund on each Transaction Day, at the NAV thereof on that Transaction Day, plus a surcharge (in case of issue) or minus a reduction (in case of repurchase). Manager The most important duties and authorities of the Manager are the following: determining the investment policy; monitoring of the outsourced implementation of the investment policy at OHV; (instructing to) keep records of the transactions of the Fund; determining the NAV in a correct and timely way; ensure that the Fund meets the applicable regulatory provisions; protecting the interests of the Unitholders. (See further section 4, The Manager ) 6

7 Depositary The most important duties and authorities of the Depositary are the following: representing the interests of the Unitholders; ensuring that the assets of the Fund are managed in accordance with the relevant provisions in the Prospectus; ensuring that the outgoing cash flows of the Fund correspond to the amounts to be effectively paid, and that withdrawing Unitholders receive a correct remuneration; ensuring that incoming cash flows of the Fund correspond to the amounts to be effectively received; verifying whether joining Unitholders receive the correct number of Units; verifying whether the value of the Units is calculated in accordance with the Prospectus; verifying whether the sale, the issue and the cancellation of shares, as well as the repayment thereof, take place in accordance with statutory provisions and the Prospectus; implementing the directions of the Manager, unless such directions are in conflict with statutory provisions or the Prospectus; verifying whether the proceeds of the Fund are appropriated in accordance with statutory provisions and the Prospectus; If the Depositary finds that certain actions are not in accordance with the provisions in the Prospectus, the Depositary may require the Manager to reverse the transaction on a cost-neutral basis on behalf of the Fund. The Depositary may make use of the services of third parties. (See further section 5, The Depositary ) Asset Owner The Asset Owner is the legal owner of the assets of the Fund. The most important duties and authorities of the Asset Owner are the following: acting as the legal owner of the assets of the Fund on behalf of the Unitholders. (See further section 6, The Asset Owner ) Investment Administrator The most important duties of the Investment Administrator, under the responsibility of the Manager, are the following: keeping records of the investments of the Fund; calculating the NAV of the Fund. (See further section 7, The Investment Administrator ) Unitholders The Unitholders are jointly (each Unitholder in proportion to the number of Units held) economically entitled to the assets of the Fund. The assets in the Fund, raised by the Unitholders, are intended for collective investment on their behalf and at their risk. (See further section 8, Unitholders ) 7

8 NAV The NAV of the Fund and each Unit will be periodically calculated by the Investment Administrator, as set out in section 9 of the Prospectus ( Determination of the NAV ). Requests for issuance, repurchase or switching Requests for issuance or repurchase of Units can only be made in the way, as provided in section 10, Issuance and repurchase of Units. Limited transferability of Units The Fund is of the closed type: Units can only be sold to the Fund. Taxation The Fund is an investment vehicle, which, for tax purposes, is considered to be transparent. For this reason, the investments and the investment results will be directly allocated to the investors in the fund. (See further section 12: Taxation aspects ) 8

9 2. INVESTMENT POLICY Objective The objective of the Fund is to realise a value increase in the long term by mainly selecting marketable securities and possibly limiting any downside risks. Benchmark The Fund makes use of a composite benchmark. The benchmark of the Fund is composed of 50% ishares MSCI EMU UCITS ETF (Acc) and 50% ishares Core MSCI World UCITS ETF (Acc). ishares MSCI EMU UCITS ETF is an Exchange Traded Fund (ETF), which follows the MSCI Economic and Monetary Union (EMU) Index as closely as possible. This index consists of a diversified portfolio of enterprises from the EMU and contains positions in approximately 240 listed enterprises. The dividends received are reinvested. ishares Core MSCI World UCITS ETF is an (ETF), which follows the MSCI World Index as closely as possible. This index consists of a portfolio with a worldwide diversification of enterprises from developed countries and contains positions in approximately 1600 listed enterprises. The dividends received are reinvested. The yield developments of the ETFs are public. The ISIN code of the ishares MSCI EMU UCITS ETF is the following: IE00B53QG562 (Bloomberg: CEMU NA). The ISIN code of the ishares Core MSCI World UCITS ETF is the following: IE00B4L5Y983 (Bloomberg: IWDA NA). Instruments This strategy mainly focuses on investments in marketable securities and exclusively on investments in financial instruments. These may consist of shares, instruments comparable to shares, such as depositary receipts, Exchange Traded Funds and convertible bonds. With a view to efficient portfolio management, the Manager is also authorised to invest in other marketable financial instruments, such as bonds, money market instruments, including liquid assets, derivatives (such as futures, swaps, forwards, options, turbos or speeders), property shares and funds, investments in units of investment vehicles in fixed income and marketable securities, investments in hedge funds and investments in commodity funds. Investment strategy The manager implements an active screening process and makes a careful selection of marketable securities in order to meet the investment objective. This screening process ranks marketable securities on the basis of an internal qualitative analysis and external research reports. The outcome of the screening process may result in a portfolio in which certain countries, industries or regions are not or underrepresented. The Manager is free to invest in each region. The composition of the benchmark of the Fund is not a leading factor in this respect. The Manager may, on the basis of considerations with respect to risk or return, choose to assign emphases to the investment portfolio by means of individual equity investments. When timing purchase and sale, use is made of, amongst others, fundamental and quantitative analyses. The Fund is fully invested, unless it is desirable to hold liquid assets (or money market instruments or (short-term) bonds on the basis of considerations of tactical asset allocation. The Manager may 9

10 maintain a limited cash position in anticipation of a (re)investment or with a view to the liquidity, required for the open-end nature of the Fund. The Manager is authorised to lend financial instruments (security lending) up to a maximum of 100% to renowned financial institutions with a rating of at least Baa3 or BBB- (Moody s, S&P or Fitch) on behalf of the Fund. The Manager shall almost exclusively enter into these transactions on the basis of market-conform (standard) contracts. The Manager shall ensure, on behalf of the Fund, that sufficient guarantees are obtained in order to hedge the counterparty risks (exposures), arisen following these transactions, as is usual for these risks. Usual guarantees consist of, amongst others, liquid assets, (government) bonds and shares of listed enterprises. The lending proceeds will accrue to the Fund. Leverage and derivatives The Manager may make use of financial derivatives in order to mitigate any risks or to realise the investment objectives. For instance, if so desired, the Manager may (partially) mitigate the equity, interest and currency risk and the Fund may make use of derivatives in order to take active positions. In general, the Manager postulates that the Fund, by the use of derivatives, can create leverage, which can at maximum amount to 100% compared to the net assets of the Fund. The Manager may, within the scope of his investment strategy, take active currency positions. Furthermore, the Manager may, within the scope of his investment strategy, include investments that are denominated in currencies, other than the euro. The base currency of the Fund is the euro. Restrictions on investments When implementing the investment strategy, the Manager is free to choose investments, within the following restrictions: An investment in an undertaking shall, at the moment of purchase, not exceed 10% of the share capital of that undertaking. An investment in an undertaking shall, at the moment of purchase, not exceed 10% of the assets of the Fund, unless the respective share consists of more than 10% of the benchmark. Maximum 100% of the portfolio can be held in liquid assets, money market instruments or bonds. Specific risk information In addition to the general risk factors, as included in Chapter 3, the following risks specifically apply to this Fund: 1) In case of equity investments, the investor will share in both the success and the risks of the enterprises concerned. An equity investor bears the risk of stock price volatility, caused by (changes in) the expectations with respect to economic growth, the growth in specific market sectors and the growth of specific enterprises. The value of the investment may both increase and decrease. It is possible that, in case of a repurchase, the Unitholder will recover less than his initial investment and that, in case of an unfavourable price movement, he loses the entirety or a part of his initial investment. Past performance is no guarantee of future results. 2) The Manager shall endeavour to spread geographical and sectoral risks in an adequate way and to keep the exposure within the limits and ranges. Concentration risks, such as, for instance, exposure in Europe, Emerging Markets or the United States, will not be preventable from time to time. As financial markets may be turbulent from time to time, the aforementioned values cannot possibly 100% guaranteed in the short term and the concentration risk may cause extra volatility in the portfolio. 3) The Manager may apply leverage by making use of derivatives. By making use of leverage, the risks occurring may be greater than the risks associated with the investments in the underlying assets. 10

11 Short-time debit positions The Fund is allowed to take short-time debit positions in the context of efficient portfolio management. The Fund will, in principle, not borrow any funds. However, it is possible that a debit position arises for a very brief period of time during the settlement of the purchase and sale of investments. In case of a transaction, the proceeds of a sale may only be received after the payment of the purchase of replacing investments takes place; which gives rise to a temporary debit position. Changes in the investment policy and the restrictions on investments Any (intended) changes in the investment policy or the restrictions of the Fund will be published, as described in section 16 of the Prospectus. 11

12 3. RISK FACTORS General Investing in the Fund entails (financial) risks. The risk factors that may be significant and relevant to investors in view of the consequences and the probability that these risks may manifest, are listed below. This is not an exhaustive enumeration. There are no guarantees that the various investment objectives will be realised. The value of the investments of the Fund may both increase and decrease. As a consequence thereof, it is possible that a Unitholder receives less than his initial investment or even loses this entire investment Return risk The return on the investment in Units over the period from the moment of purchase until the moment of sale, can only be determined at the moment the investment concerned is being sold. There is no guarantee that the investment objective will be realised and there is no guarantee of any return. The value of the Units depends, amongst others, on the investment categories and the financial instruments in which the Fund invests and the choices made when implementing the investment policy. The return risk is the consequence of the value fluctuations of the investments and/or the fluctuations of the direct proceeds of the investments (mainly dividends, interest). The value of the investments fluctuates with the changes in price of the financial instruments in which the Fund has invested. All financial instruments are exposed to the risk of price changes: These may be the result of: general risk factors (market risk) specific risk factors that only apply to individual investments (specific risks). The consequences of the market risk have, in many cases, a greater impact on the value development of diversified investment portfolios than the consequences of specific risks. Both the market risk and specific risks increase by limiting the diversification of investments (concentration) to a certain region, industry and/or by choosing individual investments. Market risk Market risk shall be understood to include the risk that the value of an investment increases or decreases, not because of specific circumstances related to that investment, but for reason that the market in which the Fund has invested fluctuates in its entirety. Within the category of marketable securities, the market risks differ for each region and depend on the size of the undertaking in which the Fund invests. Specific risks and other risks Specific risks concern risks that the development of the price of a selected individual investment in reality deviates unfavourably from the estimate at the moment of purchase of the investment. This risk is related to the degree of effectiveness of securities research, the analyses based thereon and the timely adoption and implementation of investment decisions. The specific risks increase to the degree that the investments are less diversified. Other risks concern risks that ensue from factors external to the Fund, such as, amongst others, amendments to statutory and regulatory provisions. 12

13 Price risk In case of investments in shares, the investor shares both in the success and the risks of the respective enterprises. An equity investor bears the risk of stock price volatility, caused by (changes in) the expectations with respect to economic growth, the growth in specific market sectors and the growth of specific enterprises. The value of the investment may both increase and decrease. It is possible that, in case of repurchase, the Unitholder receives less than his initial investment and that a part or the entirety of his investment is lost in case of an unfavourable price movement. Past performance is no guarantee of future results. Concentration risk The Manager shall endeavour to spread geographical and sectoral risks in an adequate way and to keep the exposure within the limits and ranges. Concentration risks, such as, for instance, exposure in Europe, Emerging Markets or the United States, will not be preventable from time to time. As financial markets may be turbulent from time to time, the aforementioned values cannot possibly 100% guaranteed in the short term and the concentration risk may cause extra volatility in the portfolio. Leverage risk The Manager may implement a leverage by making use of derivatives. The use of leverage may give rise to risks that are greater than the risks that are associated with the investments in the underlying assets Currency risk The value of investments in shares and fixed income securities is influenced by the developments of the exchange rates, in which the respective investments are expressed, insofar as the investments are not expressed in euros. The risk that profits or losses are made, depending on currency fluctuations, arises in addition to the market risk The value of a currency may decrease compared to the euro to such an extent that a positive investment result is (more than) annihilated. Derivatives risk The Fund will be authorised to make use of derivatives, in order to limit risks or with a view to an efficient portfolio management. These products may show a volatile behaviour, due to which the use thereof may have a great impact (both positive and negative) on the value of the Fund. Risks related to investments in other investment vehicles If and insofar it is permitted under the investment policy, the Fund may also invest its assets in other investment vehicles. In such case, the Fund is also dependent on the quality of the implementation of the investment policy and the risk profile of these other investment vehicles. The Fund has, in principle, no impact thereon. There also may be risks related to the value assessment, the suspension, the termination and possibly the availability of these investments. Some investment vehicles: may also (partially) invest with borrowed funds ( leverage ). This may give rise to higher profits, but also to greater losses, than in case no investments with borrowed funds are made (the socalled leverage effect ); are free to short the market. In case of a short transaction, securities that are not held by the seller are sold. In order to be able to deliver sold securities, the seller borrows the shares of a third party. A short position is closed by buying as many securities in the market as necessary in order to re-deliver securities in the same the amount as the securities borrowed to the lender. This may give rise to losses in case of price appreciations; 13

14 make use of options or other, listed or unlisted, derivatives. These products may show a highly volatile behaviour, due to which the use thereof may have a great impact (both positive and negative) on the value of the Fund. These techniques are used for the protection of the underlying assets and/or the generation of extra income. However, under certain market conditions, the implementation thereof may lead to substantial losses. This may have a negative impact on the value of the Fund; may lend investments ( securities lending ). This entails the risk that the borrower fails to comply with his obligation of (timely) re-delivery of these shares. Securities lending risk Securities lending entails the risk that the borrower fails to comply with his obligation of (timely) redelivery of the respective shares. These risks are mitigated by making use of standard contracts and widely used sureties (collateral). Systemic risk Events in the world or activities of one or more large parties in the financial markets may lead to a disruption of the normal functioning of these financial markets. Such disruption may give rise to liquidity and counterparty risks, which may lead to huge losses. Liquidity risk It may occur that a position, taken by the Fund cannot be liquidated in a timely manner at a reasonable price, due to lack of liquidity (insufficient demand) in the market As the Fund invests in liquid capital markets, its investments will generally be purchased and sold at the current market price. Risk of erosion of assets The Fund is subject to risks of changes in the value of the Fund, including the potential risk of erosion as a consequence of the Repurchase of Units and disbursements that are higher than the investment result achieved in any Financial Year. Counterparty risk An issuing institution or another counterparty may default. Purchase and sale transactions with respect to financial instruments will generally only result in short-term receivables, as a result of which the risk is low, as the delivery takes place against the (virtually) simultaneous receipt of the counterpart. Furthermore, currency transactions entail a counterparty risk. These risks are mitigated by selection of counterparties with sufficient creditworthiness. Credit risk The value of investments in fixed income securities is influenced by a positive or negative development of the creditworthiness of the respective issuing institutions, the debtors. For this reason, the credit risk is also called the debtors risk. For the creditworthiness, the assessment of the chance of timely fulfilment of interest and instalment obligations by the debtor, is determining. The estimate is not only influenced by factors that apply to a certain undertaking, but also by factors that more specifically apply to a certain business sector. Less favourable profit forecasts for a business sector may have a negative influence on the assessment of the creditworthiness of all the enterprises in that sector. 14

15 The credit risk is different for each debtor. For instance, the credit risk of debtors with a high rating is much lower. The credit risk of loans with a low rating, or without a rating, is higher. Therefore, the risk of default of a debtor with a low rating, or without a rating, is higher. Investing in fixed income securities is not an objective of the strategy. Fixed income securities may be used by the Manager as an alternative for liquid assets. Interest risk and inflation risk Therefore, the interest risk is the risk as a consequence of changes in the capital market interest. Especially when a fund invests in fixed income securities, the value of the underlying financial instruments strongly depends on the development of the interest in financial markets. The developments in the interest levels depend on the general market and economic conditions. In case of an increasing interest, the price of fixed income securities will drop and vice versa. A commonly used measure for the interest-sensitivity of fixed income securities is the duration. The general risk of inflation entails that the investment proceeds are impaired by devaluation of the currency due to inflation. In the past, it has been proven that in case of investments in marketable securities (shares), the chance that this impairment of the proceeds on investment is, in the long term, compensated for by a higher investment return is higher than if financial resources are invested in fixed income securities (bonds, liquid assets). In case of inflation, the nominal investment returns of investments in fixed income securities are higher than the investments returns after deduction of the effect of inflation, the so-called real investment returns. In principle, an expected development of the inflation rate is accounted for and reflected in the price of fixed income securities. In case of investments in fixed income securities, the inflation risk implies that the respective investment returns are insufficient to compensate for the actual inflation. Assessment risk There is a risk that, at a certain moment, it will be difficult to valuate the underlying positions. For some positions, the Manager may be dependent on third parties for information with respect to the value of such positions. Marketability risk In special circumstances, the Fund will not be able to issue or repurchase Units for a short or longer period of time. Possible causes may, amongst others, consist of the dysfunction of one or more markets in financial instruments, in which the investments of the Fund are listed, or of the suspension of the issue or repurchase of Units by an investment vehicle, in which the Fund invests. 15

16 Risks in case of outsourcing (delegation) The Manager outsourced a part of the portfolio to OHV. This may lead to conflicts of interest. The Manager has prepared a policy for the identification and prevention of conflicts of interests. The Manager has verified as to whether the policy of OHV meets the requirements with respect to conflicts of interest, stipulated by the Manager. The Depositary outsourced the custody of financial instruments, held for the Fund, to the Custodian. This may lead to conflicts of interest. The Depositary and the Custodian implement their activities separately from one another and the Depositary implements a policy for the prevention of conflicts of interest. Risks of a general economic and political nature Investments of the Fund are subject to risks of a general economic and political nature, such as a decrease of economic activity, interest rate increase, inflation and increase of commodity prices. Furthermore, the value of investments of the Fund may be influenced by political developments and terrorist activities. Risk of amendments to (tax) law and applicable tax regime There is a risk that the tax regime, applicable to the Fund, is subject to unfavourable changes or that other legislation is instituted, which has a negative impact on the Fund and its Unitholders. Amendments to the applicable tax regime of the country in which an investment takes place may have a negative impact on the value development of this investment. Settlement risk This is the risk that settlement via a payment system does not take place as expected, as the payment or delivery of the financial instruments by a counterparty does not take place, does not take place in a timely manner or in the way expected ( settlement risk ). Risk of loss of assets given in custody In case of insolvency, negligence or fraudulent actions of the Asset Owner or a financial institution, where the Asset Owner holds a securities account, there is a risk of loss of assets given in custody. 16

17 4. THE MANAGER OHV Institutional Asset Management The Manager of the Fund is OIAM, a company with registered office and principal place of business in Amsterdam, which was established for an indefinite period of time on 13 November The Manager is registered in the Company Register of the Chamber of Commerce and Industry for Amsterdam, under the number The articles of association of the Manager are published on the Website and will be sent to the Unitholders upon request and free of charge. The manager is a 100% subsidiary of OHV. Other funds under the management of OIAM In addition to being manager of the Fund, OIAM is also the manager of the investment vehicle Fresh Fixed Income Fund. Authorisation under the Financial Supervision Act The Manager was granted an authorisation, as required on the basis of article 2:65 of the Financial Supervision Act. The Fund is covered by the effect of this authorisation. Board of Directors The Board of Directors of the Manager consists of J.W. Brouwer (general director and compliance officer), M.S.N.M. Mooijer (investment policy) and H.W. Portier (risk manager). Remuneration policy The remuneration policy of the Manager provides insight into the risks associated with certain types of remuneration and specifies which measures have been taken in order to prevent these risks from manifesting. The policy is approved and signed by the Board of Directors. The members of the Board of Directors, H.W. Portier and J.W. Brouwer, are also minority shareholders of OHV, respectively via and without a holding company. They receive a fixed salary. There are no secondary employment conditions. Only if the results permit to do so, a dividend will be disbursed by the Manager to OHV, where at least the regulatory capital of the Manager must be maintained. Employees, who are not a member of the Board of Directors, receive a fixed salary or remuneration under an agreement. These employees may, on the basis of qualitative objectives, be eligible for a variable remuneration, capped at 20% of the amount of gross salary. Furthermore, the following secondary employment conditions may apply: reimbursement of expenses, telephone, contribution to a pension scheme, etc. Fair business operations and diligent service provision The Manager applies a number of principles in order to guarantee the fairness of business operations and a diligent provision of services (as referred to in the articles 4:11, 4:14 and 4:25 of the Financial Supervision Act and 115j of the Financial Enterprise (Regulation of Conduct) Decree). These principles mainly focus on the protection of the interests of the Unitholders and the mitigation, inasmuch as possible, of conflicts of interests. These principles also contain a description of the management of the liquidity risk of the Fund and a description of the way in which the Manager guarantees the equitable treatment of the Unitholders. 17

18 Equity, Annual Financial Statements and semi-annual report of the Manager The Equity capital of the Manager shall at least amount to EUR 125,000 plus 0.02% of the assets managed exceeding EUR 250 million. The financial year of the Manager concurs with the calendar year. The annual financial statements of the Manager shall be published on the Website within 6 months as from the termination of the financial year and can be obtained from the Manager, free of charge. The semi-annual report will be published on the Website, ultimately within 9 weeks as from 30 June and can be obtained from the Manager, free of charge. Liability of the Manager Towards the Unitholders, the Manager only bears liability for the damage they incurred insofar as this damage is the result of imputable non-compliance or defective compliance with the Manager s obligations under the Fund Documents. Coverage of liability risks, ensuing from professional negligence The Manager has chosen to cover the liabilities ensuing from professional negligence by means of a suitable insurance. Service providers of the Manager, appointed for the purpose of the Fund Implementation of investment policy: OHV implements the outsourced investment policy Auditor: Tax consultants: Regulatory: IT: Baker Tilly Berk N.V. implements the assurance assignment and verifies as to whether the Prospectus meets the statutory and regulatory requirements relevant thereto. This will be laid down in an assurance report. Baker Tilly Berk N.V. provides, upon request, tax advice to the Manager, insofar as this does not impair the independence of Baker Tilly Berk. Osborne Clarke N.V. supports the Manager in the capacity of consultant in the field of regulatory matters. Wilroff System House supports the Manager in the field of the required IT infrastructure for the operational functioning of the IT systems. Delegation by the Manager Record-keeping of the investments of the Fund and calculation of the NAV The record-keeping of the investments of the Fund is implemented by the Investment Administrator, who is also in charge of the calculation of the NAV, on the basis of an outsourcing agreement. The Investment Administrator only fulfils an administrative and executive role and is not responsible for the implementation of the investment policy. For this purpose, an outsourcing agreement, which meets the requirements, stipulated in the AIFMD, has been concluded. Record-keeping of the Unitholders register KAS BANK N.V., in its capacity of investment administrator, keeps the Unitholders register. 18

19 Financial record-keeping The Manager outsources the financial record-keeping of the Fund to KAS BANK NV. Investment policy The portfolio management of the Fund has been delegated to OHV. The Manager is authorised to exercise the rights, associated with the securities, pertaining to the Fund, (including the voting right). The Manager shall, if he decides to exercise voting rights, act in the interest of the joint Unitholders. Potential conflicts of interest, ensuing from delegation Potential conflicts of interest, ensuing from delegation, are mitigated by a functional and hierarchical separation of activities. For instance, the activities implemented by KAS TRUST Depositary Services B.V. in the capacity of Depositary are carried out by other teams in other rooms and separated from the activities, implemented by KAS BANK N.V., in the capacity of Investment Administrator. The same applies to the activities that KAS BANK N.V. implements for keeping the Unitholders register and the activities, implemented by Foundation Custodian OHV Institutional Asset Management in its capacity of Asset Owner. The implementation of the portfolio management and the execution of transactions have been delegated within the OHV Group, to OHV. This delegation may give rise to conflicts of interest within the group. These may, for instance, be conflicts of interests arising during the implementation and allocation of transactions, the prioritising of activities and the allocation of costs. OHV Institutional Asset Management prepared a Policy for the prevention of conflicts of interest. All the potential conflicts of interest and the associated control measures are identified and formulated in this Policy. Control measures concern, amongst others, functional, hierarchical and technical separation of duties, responsibilities and data at OHV for the implementation of the delegated activities for the Fund. The Board of Directors of OHV Institutional Asset Management checks the functioning of the Policy on a periodic basis. The Policy for the prevention of conflicts of interest can be requested for perusal by (potential) unitholders. Resignation of the Manager The Manager, in this capacity, shall resign: at the moment of dissolution of the Manager; by voluntary resignation; in the event of his bankruptcy becoming irrevocable or if he loses, in any way, the control of his assets, including any suspension of payments granted. The Manager can only voluntarily resign with observance of a notice period of three months and not earlier than his successor is appointed. Replacement of the Manager In case of termination of the management by the Manager, the Manager shall convene an assembly of Unitholders, after the announcement, which assembly will be authorised to designate another Manager, for the assumption of the management duties. 19

20 5. THE DEPOSITARY The Depositary of the Fund is Kas Trust & Depositary Services B.V., with registered office in Amsterdam and principal place of business at the following address: Nieuwezijds Voorburgwal RL Amsterdam. The Depositary is registered in the Company Register of the Chamber of Commerce for Amsterdam, under the number The articles of association of the Depositary are published on the Website and will be sent, free of charge, to the Unitholders upon a request thereto. Obligations of the Depositary The Fund s Manager and Depositary and the Fund entered into a written agreement with respect to custody. In broad outline, this agreement contains the following elements: the Depositary verifies as to whether the withdrawal of Unitholders takes place in accordance with Dutch law and the Prospectus; the Depositary verifies as to whether the NAV of the Fund is calculated in accordance with Dutch law, the Prospectus and the procedures applicable thereto; the Depositary ensures that the cash flows of the Fund are properly verified and especially that all the payments by or on behalf of Unitholders are received at the moment of subscription to the Units and that all the cash of the Fund is booked to the cash accounts that are opened in the name of the Fund with an entity, as described in article 18 section 1, sub a), b) and c) of the European Directive 2006/73/EC (a credit institution or a bank, which were granted authorisation in a third country) (in principle KAS BANK NV); the Depositary shall ensure that, in case of transactions with respect to the assets of the Fund, the countervalue is transferred to the Fund within the usual time-limits; the Depositary shall ensure that the proceeds of the Fund are appropriated in accordance with Dutch law and the Prospectus. Upon request, a copy of the custody agreement will be sent to Unitholders at cost price. The Depositary shall act in the interest of the Unitholders. Liability of the Depositary The Depositary is liable towards the Fund and/or the Unitholders for the loss by the Depositary or a third party, to whom the custody of the financial instruments, given in custody, has been delegated. In case of such a loss of a financial instrument, given in custody, the Depositary shall immediately provide as repayment a financial instrument of the same type or for a corresponding amount to the Fund. The Depositary will not be liable if he is able to demonstrate that the loss is the consequence of an external event, which is, reasonably, beyond his control and the consequences thereof were immediate, in spite of all the efforts made to prevent them. The Depositary will also be liable towards the Fund and/or the Unitholders for all other losses they incur due to the Depositary s wilful or negligent failure to comply or to duly fulfil its obligations. According to Dutch law, the Depositary can, in principle, exclude its liability towards the Fund or the Manager for loss of the financial instruments, given in custody, if: 20

21 he met all the applicable requirements for the delegation of custodial duties; he entered into a written agreement with the third party, who implements the outsourced activities, in which agreement his liability is transferred to the third party and on the basis of which the Fund, the Manager or the Depositary is able to undertake legal action against such third party, on the same grounds, on the basis of which the Depositary could originally be sued for damage due to loss of financial instruments; and he entered into a written agreement with the Fund or the Manager, in which the Fund or the Manager agrees on behalf of the Fund with the exclusion of the liability of the Depositary and in which an objective reason for this exclusion has been included. Equity capital of the Depositary, annual financial statements of the Depositary and articles of association The Depositary has an equity capital in the amount of at least 112,500. The financial year of the Depositary concurs with the calendar year. The annual financial statements shall be prepared within 6 months as from the termination of each financial year. The articles of association of the Depositary are available for inspection at the office of the Depositary and will be submitted free of charge to Unitholders upon request thereto; they are also published on the Website. The same applies to the most recent annual financial statements of the Depository. The Depositary is not affiliated with the Manager. As the Depositary is not affiliated in any way with the Manager, the independence of the Depositary towards the Manager is guaranteed. Delegation by the Depositary Apart from the custody of the financial instruments, held on behalf of the Fund, the duties fulfilled by the Depositary in order to meet his aforementioned obligations are not delegated on the date of the Prospectus and furthermore, are not expected to be delegated in the future. If, in the future, the aforementioned obligations of the Depositary would be delegated, the Manager shall provide this information to the Unitholders. Delegation of custody On the basis of the agreement between the Manager and the Depositary, the Depositary is authorised to delegate his custodial duties to a custodian bank and sub-custodians. The Depositary delegated, with the permission of the Manager, the custody of the financial instruments, held on behalf of the Fund, to the Custodian (KAS BANK N.V.). The liability of the Depositary for the loss of financial instruments of the Fund has not been transferred to the Custodian by the Depositary. Potential conflicts of interest, ensuing from the delegation of custody. The Depositary, KAS Trust & Depositary Services B.V., is a 100% subsidiary of the Custodian, KAS BANK N.V. The delegation of the custodial duties by the Depositary to the Custodian may give rise to conflicts of interest. Potential conflicts of interests are mitigated by a functional and hierarchical separation of activities. For instance, the activities implemented by KAS TRUST Depositary Services B.V. in the capacity of Depositary are carried out by other teams in other rooms and separated from the activities, implemented by KAS BANK N.V., in the capacity of Custodian and the Depositary implements a Policy for the prevention of conflicts of interest. If, in the future, conflicts of interest arise in the context of the delegation of custodial duties by the Depositary, the Depositary shall immediately inform the Manager, in order for the Manager to be able to inform the Fund. 21

22 6. THE ASSET OWNER The Asset Owner of the Fund is the Foundation Custodian OHV Institutional Asset Management, established on 17 December 2014, with registered office and principal place of business in Amsterdam. The Asset Owner is registered in the Company Register of the Chamber of Commerce and Industry for Amsterdam, under the number The articles of association of the Manager are published on the Website and will be sent to the Unitholders upon request, free of charge. The only objective of the Asset Owner under the articles of association is holding the position of Asset Owner of the Fund. The Asset Owner must represent the interests of the Unitholders. The Asset Owner acts on behalf of the Unitholders as the legal owner of the assets of the Fund. Liability of the Asset Owner Towards the Unitholders, the Asset Owner only bears liability for the damage they incurred insofar as this damage is the result of imputable defective compliance with the obligations of the Asset Owner under the Fund Documents. This also applies if the Asset Owner fully or partially entrusted the assets under his custody to a third party. Management of the Asset Owner The managing board of Foundation Custodian OHV Institutional Asset Management consists of H.W. Portier and J.W. Rosenberg. The board of directors does not implement any other activities that are related to the duties of the Manager or to funds, managed by the Manager. Equity capital of the Asset Owner, annual financial statements and articles of association The financial year of the Asset Owner concurs with the calendar year. The annual financial statements shall be prepared within 4 months as from the termination of each financial year. The articles of association of the Asset Owner are available for inspection at the office of the Asset Owner and will be submitted free of charge to the Unitholders upon request thereto; they are also published on the Website. The same applies to the most recent annual financial statements of the Asset Owner. Resignation of the Asset Owner The Asset Owner, in this capacity, shall resign: at the moment of dissolution of the Asset Owner; by voluntary resignation; in the event of his bankruptcy becoming irrevocable or if he loses, in any way, the control of his assets, including any suspension of payments granted. The Asset Owner can only voluntarily resign with observance of a notice period of three months and not earlier than his successor is appointed, in accordance with the Conditions of Management and Custody. Replacement of the Asset Owner In case of termination of the custody by the Depositary, the Manager shall appoint a new Depositary. 22