LFP Klimek Advisors. Luxembourg-domiciled SICAV with multiple sub-funds

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1 PROSPECTUS JUNE 2011 Subscriptions must be based on this prospectus, the details sheet for each sub-fund as attached to the prospectus and on the articles of incorporation of the SICAV. Investors are also invited to consult the relevant key investor information document relating to their contemplated investment. This prospectus may only be distributed along with the latest annual report and the latest half-yearly report (if more recent than the annual report). The prospectus, the articles of incorporation, the key investor information document and the subscription, conversion and redemption forms can be obtained on simple request free of charge: - from the SICAV s registered office at 33 rue de Gasperich, L-5826 Hesperange, Grand-Duché de Luxembourg - VISA 2011/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier - from the Registrar and Transfer Agent, BNP PARIBAS SECURITIES SERVICES Luxembourg Branch 33 rue de Gasperich, L-5826 Hesperange, Grand-Duché de Luxembourg

2 CONTENTS SICAV AND INTERMEDIARIES SICAV DESCRIPTION SICAV OBJECTIVE ELIGIBLE INVESTMENTS INVESTMENT RESTRICTIONS MANAGEMENT COMPANY DEPOSITARY BANK DESCRIPTION OF SHARES, SHAREHOLDERS RIGHTS AND DISTRIBUTION POLICY ENTITIES AUTHORISED TO RECEIVE SUBSCRIPTION, REDEMPTION AND CONVERSION ORDERS SUBSCRIPTIONS, REDEMPTIONS AND CONVERSIONS CALCULATION AND SUSPENSION OF THE CALCULATION OF NET ASSET VALUE CHARGES AND EXPENSES SICAV AND SHAREHOLDER TAX REGIME FINANCIAL REPORTS INFORMATION TO SHAREHOLDERS No one may present any information other than that which is included in the present prospectus and in the articles of incorporation, as well as in the documents mentioned therein. -2-

3 SICAV AND INTERMEDIARIES SICAV name Registered office Luxembourg Trade and Companies Register Number Legal form LFP Klimek Advisors 33 rue de Gasperich, L-5826 Hesperange, Grand-Duché de Luxembourg B Luxembourg-domiciled SICAV (open-end UCI) with multiple sub-funds, subject to Part I of the Law of 17 December 2010 concerning undertakings for collective investment (the 2010 Law ) Date of incorporation June 9 th 2011 Date of publication of the articles of incorporation in the Mémorial C, Recueil des Sociétés et Associations June 24 th ; 2011 (articles of incorporation) -3-

4 Minimum capital 1 EUR 1,250,000 Currency of denomination End of financial year Chairman Board of Directors EUR 31 December Philippe Verdier Managing Director UFG-LFP International Société Anonyme (public limited company) 4a, rue Henri Schnadt 2530 Luxembourg Luxembourg Michael Klimek Managing Director Klimek Advisors Fund Consulting GmbH Mainzer Landstrasse Frankfurt Germany Riccardo Ricciardi Managing Director Klimek Advisors Fund Consulting GmbH Mainzer Landstrasse Frankfurt Germany. Pascal Le Bras Member of the Board UFG-LFP Private Bank Société Anonyme (public limited company) 4a, rue Henri Schnadt 2530 Luxembourg Luxembourg Name and registered office of Management Company UFG-LFP International Société Anonyme (public limited company) 4a, rue Henri Schnadt 2530 Luxembourg Luxembourg Board of Directors of Management Company Alain Gerbaldi Chairman UFG-LFP International Société Anonyme (public limited company) 173, Boulevard Haussmann Paris France Philippe Verdier Managing Director 1 For details concerning this requirement please refer to section 1 herein -4-

5 UFG-LFP Private Bank Société Anonyme (public limited company) 4a, rue Henri Schnadt L-2530 Luxembourg Luxembourg Philippe Lestel Head of Legal LFP Société par actions simplifiée 173, Boulevard Haussmann Paris France Jérôme Carbonnelle Member of the Board UFG-LFP Private Bank Société Anonyme (public limited company) 4a, rue Henri Schnadt L-2530 Luxembourg Luxembourg Pascal Le Bras Member of the Board UFG-LFP Private Bank Société Anonyme (public limited company) 4a, rue Henri Schnadt L-2530 Luxembourg Luxembourg Jean-Philippe Besse Member of the Board UFG-LFP International Société Anonyme (public limited company) 4a, rue Henri Schnadt L-2530 Luxembourg Luxembourg Senior Management of Management Company Philippe Verdier UFG-LFP International Société Anonyme (public limited company) 4a, rue Henri Schnadt L-2530 Luxembourg Luxembourg Pascal Le Bras UFG-LFP International Société Anonyme (public limited company) 4a, rue Henri Schnadt L-2530 Luxembourg Luxembourg Name and registered office of Investment Manager LFP Société par actions simplifiée 173, Boulevard Haussmann Paris France -5-

6 Name and registered office of Investment Advisor Name and registered office of Depositary Bank Klimek Advisors Fund Consulting GmbH Mainzer Landstrasse Frankfurt Germany BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich L-5826 Hesperange Luxembourg Name and registered office of Fund Administrator BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich L-5826 Hesperange Luxembourg Name and registered offices of entities authorised to receive subscription, redemption and conversion orders BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich L-5826 Hesperange Luxembourg Name and registered office of Statutory Auditor of SICAV and of Management Company Deloitte S.A. Société Anonyme (Public limited company) 560, rue de Neudorf L-2220 Luxembourg Luxembourg -6-

7 1. SICAV DESCRIPTION LFP Klimek-Advisors is an open-ended undertaking for collective investment) (the SICAV ) with multiple sub-funds, subject to Part I of the 2010 Law. Part I covers the provisions of the European Directive dated 13 July 2009 (2009/65/EC). The SICAV has been incorporated on June 9 th 2011, for an unlimited period. The articles of incorporation have been published on June 24 th, 2011 in the Mémorial C, Recueil des Sociétés et Associations (the Mémorial C ). The fact that the SICAV is registered on the official list established by the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority for the financial sector ( CSSF ) may under no circumstances or in any way whatsoever be considered to represent a positive opinion on the part of the said supervisory authority as to the quality of the shares put up for sale. The following sub-fund is currently open to subscription: Name LFP Klimek Advisors The Dolphin Fund Currency EUR The investment policy and other characteristics of each sub-fund are defined in the details sheet for each individual sub-fund. The SICAV is authorised to create new sub-funds. In such case, this prospectus shall be amended accordingly. The SICAV constitutes a single legal entity. The assets contained in a given sub-fund are linked solely with the debts, commitments and obligations that apply to the sub-fund in question. The minimum capital of the SICAV of EUR ,- must be reached within six months from the date of its approval by the CSSF. For the avoidance of doubt, any amounts invested by a sub-fund of the SICAV into another sub-fund of the same shall not be taken into account for the purposes of assessing whether such minimum capital requirement is being complied with. 2. SICAV OBJECTIVE The SICAV s objective is to offer shareholders the opportunity to benefit from the professional management of portfolios of transferable securities and/or other liquid financial assets, as defined in the investment policy for each sub-fund (see details sheets for the sub-funds). The SICAV can offer no guarantee that its objectives will be fully achieved. Diversification of the portfolios comprising the sub-funds nevertheless helps limit the risks inherent to any investments, without being able to eliminate them completely, however. The SICAV s investments shall be carried out under the control and authority of its board of directors (the Board of Directors ). 3. ELIGIBLE INVESTMENTS 1. The SICAV s investments shall consist exclusively of: a. transferable securities and money market instruments listed or traded on regulated markets as set forth by Directive 2004/39/EC dated 21 April 2004; b. transferable securities and money market instruments traded on another regulated -7-

8 market in a European Union member state, which is recognised, open to the public and consistently open for trading; c. transferable securities and money market instruments officially traded on a stock exchange of a State that does not belong to the European Union, or which are traded on another regulated market of a State that does not belong to the European Union, which is recognised, open to the public and consistently open for trading, insofar as the choice of the exchange or market in question has been provided for in the articles of incorporation. The articles of incorporation allow the SICAV to invest in any stock exchanges or regulated markets which are recognised, open to the public and consistently open for trading in a country located in Europe, Africa, the Americas, Asia or Oceania; d. newly issued transferable securities and money market instruments, under the following conditions: - the terms and conditions of issue require said transferable securities or money market instruments to request approval to be officially listed on a stock exchange or another regulated market, which is recognised, open to the public and consistently open for trading; - approval is granted no later than one year following the issue; e. units in UCITS that comply with Directive 2009/65/EC and/or other undertakings for collective investment, as defined in Article 1, Paragraph 2, point a) and b) of Directive 2009/65/EC, whether or not they are domiciled in a European Union member state ("UCIs"), under the following conditions: - these UCIs comply with laws stipulating that they must be subject to monitoring considered by the CSSF to be equivalent to that called for by European Community legislation and there is sufficient cooperation between the market authorities; - the level of protection offered to holders of shares in these UCIs is equivalent to that offered to holders of shares in UCITS and, in particular, the rules relating to the distribution of assets, borrowings, loans, short-selling of transferable securities and money market instruments must be equivalent to the requirements set forth by Directive 2009/65/EC; - the performances of these UCIs are addressed in half-yearly and annual reports allowing investors to analyse the assets and liabilities, profits and transactions executed over the period in review; - no more than 10% of the assets of the UCITS or of the other UCIs, whose acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units of other UCITS or other UCIs. f. deposits with a credit establishment which are payable on request, or may be withdrawn, and whose expiry date is less than or equal to twelve months, under the following conditions: the credit establishment must have its legal domicile in a European Union member state or, if the credit establishment s legal domicile is not located in a European Union member state, it must be subject to the prudential rules that the CSSF considers as equivalent to those provided for by European Community legislation; g. derivative financial instruments, including related instruments giving rise to a cash payment, which are traded on a regulated market, such as those described in points a), b) and c) above; and/or derivative financial instruments traded on the OTC market ("OTC derivatives") under the following conditions: - the underlying instruments are comprised of instruments listed in Point 1, financial indices, interest rates, exchange rates or currencies, in which the SICAV may invest, in accordance with its investment objectives as defined in this prospectus; - the counterparties to the transactions on OTC derivatives are establishments subject to prudential oversight and which belong to CSSF-approved categories; - the OTC derivatives are subject to reliable, verifiable analysis on a daily basis and, at the SICAV s initiative, may be sold, liquidated or closed via a symmetrical transaction, at any time and at fair value; h. money market instruments other than those traded on a regulated market, insofar that the issue or issuer of said instruments is subject to regulations aimed at protecting investors and savings, and on the condition that these instruments are: -8-

9 - issued or guaranteed by a local, regional or central fund administrator, by a member state s central bank, by the European Central Bank, by the European Union or by the European Investment Bank, by a non-eu member state or, in the case of a federal government, by one of the members comprising the federation, or by an international public body to which one or more member states belongs, or - issued by a company whose shares are traded on the regulated markets mentioned in points a), b) or c) above, or issued or guaranteed by an establishment subject to prudential oversight based on the criteria defined by European Community law, or by an establishment subject to and in compliance with prudential rules considered by the CSSF as being as strict as those set forth for by European Community legislation, or - issued by other entities belonging to CSSF-approved categories, provided that the investments in these instruments are subject to investor protection rules which are equivalent to those provided for in dashes one, two and three, and that the issuer is a company with capital and reserves of at least EUR 10 million (EUR 10,000,000) and which presents and publishes its annual financial statements in compliance with the Fourth Council Directive 78/660/EEC, i.e. an entity which is part of a group of companies including one or more listed companies, which specialises in financing the group, or an entity which specialises in financing securitisation vehicles backed by a bank credit line. i. transferable securities issued by one or several other sub-funds of the SICAV (the target sub-fund ), under the following conditions: the target sub-fund does not invest in the investing sub-fund; not more than 10 % of the assets of the target sub-fund may be invested in other sub-funds of the SICAV; and the voting rights linked to the transferable securities of the target sub-fund are suspended during the period of investment. 2. However, the SICAV: a. may invest up to 10% of its assets in transferable securities and money market instruments other than those mentioned in Point 1 of this chapter; b. may acquire movable and immovable property necessary for the direct operation of its activity; c. may not acquire precious metals or certificates representing precious metals. 3. The SICAV may hold ancillary liquid asset. 4. INVESTMENT RESTRICTIONS The Board of Directors shall, based upon the principle of risk spreading, have power to determine the corporate and investment policy for the investments for each sub-fund, the reference currency of a sub-fund and the course of conduct of the management and business affairs of the SICAV. Except to the extent that more restrictive rules are provided for in connection with a specific sub-fund under the sub-funds detail sheets attached to this prospectus, the investment policy shall comply with the rules and restrictions laid down hereafter. Restrictions on transferable securities and money market instruments 1. a. The SICAV may not invest more than 10% of its assets in transferable securities or money market instruments issued by the same entity. The SICAV may not invest more than 20% of its assets in deposits made with the same entity. The SICAV s counterparty risk in a transaction involving OTC derivatives may not exceed 10% of its assets, where the counterparty is one of the credit institutions mentioned in Chapter 3, Point 1.f, or 5% of its assets in any other case. -9-

10 b. The total value of transferable securities and money market instruments from issuers in which the SICAV invests more than 5% of its assets may not exceed 40% of the value of its assets. This limit does not apply to deposits with financial institutions subject to prudential oversight or to transactions with these institutions involving OTC derivatives. c. Notwithstanding the individual limits set forth in Point 1.a, the SICAV may not combine: - investments in transferable securities or money market instruments issued by a single entity, - deposits made with a single entity, and/or - risks associated with transactions involving OTC derivatives with a single entity, exceeding 20% of its net assets. d. The limit stipulated in the first sentence of Point 1.a is raised to a maximum of 35%, where the transferable securities or money market instruments are issued or guaranteed by a member state of the European Union, by its local public authorities, by a non-european Union member State ( non-eu member state ) or by international public bodies in which one or more member states is a member. e. The limit stipulated in the first sentence of Point 1.a is raised to a maximum of 25% for certain bonds, where they are issued by a credit institution whose legal domicile is located in a member state of the European Union and which is legally subject to special oversight by the public authorities for the purpose of protecting bond holders. In particular, the sums generated from the issue of these bonds must be invested, in accordance with the law, in assets which over the bonds period of validity are capable of covering the debt resulting from the bonds and which, in the event of the issuer s default, would be used first to repay the principle and any interest accrued thereon. Where the SICAV invests over 5% of its assets in the bonds mentioned in the first sentence and issued by a single issuer, the total value of these investments may not exceed 80% of the value of the SICAV s assets. f. The transferable securities and money market instruments mentioned in Points 1.d and 1.e are not taken into account with regard to the application of the 40% limit set in Point 1.b. The limits set forth in Points 1.a, 1.b, 1.c, 1.d and 1.e may not be combined; as a result, investments in transferable securities or money market instruments issued by the same entity, in deposits or derivative instruments from this same entity, in accordance with Points 1.a, 1.b, 1.c, 1.d and 1.e, may not exceed a total of 35% of the SICAV s assets. Companies grouped together for the purposes of consolidating the financial statements, as defined by Directive 83/349/EEC, or in accordance with internationally recognised accounting rules, are considered as a single entity for calculating the limits set forth in this paragraph. The SICAV may cumulatively invest up to 20% of its assets in transferable securities and money market instruments issued by a single group. 2. a. Without prejudice to the limits established in Point 5, the limits established in Point 1 are raised to a maximum of 20% for investments in equities and/or bonds issued by a single entity, where, in accordance with the articles of incorporation, the purpose of the SICAV s investment policy is to reproduce the composition of a specific equity or bond index recognised by the CSSF, under the following conditions: - the index is sufficiently diversified; - the index is representative of the market it references; - it is covered by an appropriate publication. b. The limit set forth in Point 2.a is 35%, where this proves justified by exceptional market conditions, particularly on regulated markets where certain transferable securities or money market instruments are predominant. The SICAV may invest up to this limit for only a single issuer. -10-

11 3. Based on the principle of risk distribution, up to 100% of the SICAV's net assets may be invested in transferable securities and money market instruments issued or guaranteed by a member state of the European Union, by its local public authorities, by an OECD member state or by public international bodies to which one or more European Union member states belongs, on the condition that it holds transferable securities belonging to at least six different issues, while the transferable securities belonging to a single issue may not exceed 30% of the total amount. Restrictions on UCITS and UCIs 4. a. The SICAV may acquire units of UCITS and/or UCIs addressed in Chapter 3, Point 1.e ( UCIs ), provided that not more than 10% of its assets are invested in a given UCITS or UCI. For the purposes of applying this investment restriction, each of the SICAV's sub-funds shall be considered as a separate issuer, provided that the principle of segregating commitments between the different sub-funds with regard to third parties is respected. b. Investments in shares of UCIs other than UCITS may not exceed a total of 30% of the SICAV's assets. Where the SICAV has acquired units of other UCITS and/or UCIs, their assets shall not be combined to meet the restrictions set forth of Point 1. c. Where the SICAV invests in units of other UCITS and/or UCIs which are managed, either directly or by delegation, by the same investment management company or any other company with which the investment management company is associated in the framework of an investment management/control community or by a significant direct or indirect equity investment, said investment management company (or the other company) may not invoice subscription or redemption fees for the SICAV's investment in the units of said UCITS and/or UCIs. d. Where the SICAV invests a significant portion of its assets in other UCITS and/or UCIs, the details sheets for the sub-funds in question indicate the maximum level of management fees which may be invoiced both to the SICAV itself and to the other UCITS and/or mutual funds in which the SICAV plans to invest. In its annual report, the SICAV indicates the maximum percentage of management fees accepted at both the level of the SICAV as well as other UCITS and/or funds in which the SICAV invests. Master-feeder structures 5. The SICAV or any of its sub-funds which acts as a feeder (the Feeder ) of a masterfund shall invest at least 85% of its assets in another UCI or in a sub-fund of such UCI (the Master ). The Feeder may not invest more than 15% of its assets in the following elements: ancillary liquid assets in accordance with the second subparagraph of the art 41 of the 2010 Law; financial derivative instruments, which may be used only for hedging purposes, in accordance with the art. 41 par. 1-g and art. 42 par. 2 and 3 of the 2010 Law; movable and immovable property which is essential for the direct pursuit of the business, if the feeder UCITS is an investment company. Restrictions on taking controlling ownership 6. a. The SICAV may not acquire shares with voting rights which would allow it to exercise significant influence on the management of an issuer. -11-

12 b. The SICAV may not acquire more than: - 10% of shares without voting rights from the same issuer; - 10% of bonds from the same issuer; - 25% of the units in a given UCITS and/or UCI; - 10% of money market instruments issued by the same issuer. An exception to the limits set forth in the dashes two, three and four may be granted at the time of acquisition if, at that point in time, the gross amount of the bonds or money market instruments, or the net amount of the shares issued, cannot be calculated. c. Points a) and b) do not apply in the following cases: - transferable securities and money market instruments issued or guaranteed by a member state of the European Union or its local public authorities; - transferable securities and money market instruments issued or guaranteed by a non-eu member state; - transferable securities and money market instruments issued by international public bodies to which one or more EU member states belongs; - shares held by the SICAV in the capital of a company located in a non-eu member country, investing its assets mainly in transferable securities from issuers domiciled in this state, where under the country's laws such an investment represents the only way for the SICAV to invest in transferable securities from issuers in this state. This exception only applies, however, on the condition that the investment policy of the company located in the non-eu member state complies with the restrictions set forth in Points 1, 4, 5.a and 5.b. In the event the limits established in Points 1 and 4 are exceeded, Point 6 shall apply mutatis mutandis; - shares held by one or more investment firms in the capital of subsidiary companies exercising investment management, consultancy or distribution activities solely on their behalf in the country where the subsidiary is located, as regards the redemption of units at the bearers request. Exceptions 7. a. The SICAV is not necessarily bound by the restrictions set forth in this chapter when exercising subscription rights attached to transferable securities or money market instruments in which it is invested. While continuing to respect the principle of risk distribution, the newly approved SICAV may derogate from Points 1, 2, 3 and 4 for a period of six months as from the date of its approval. b. Should the limits mentioned in Point 7.a be exceeded for reasons beyond the SICAV s control, or after having exercised subscription rights, the SICAV must endeavour in its sales transactions to rectify the situation, while taking into consideration the interests of its shareholders. c. Where an issuer is a legal entity with multiple sub-funds, and where the assets in a given sub-fund exclusively guarantee the rights of the investors with respect to that specific sub-fund, as well as the rights of creditors whose obligation on the assets arises from the creation, operation or liquidation of this sub-fund, each sub-fund shall be considered as a separate issuer for the purposes of applying the rules of risk distribution set forth in Points 1, 2 and 4. Restrictions on borrowings, loans and short-selling 8. The SICAV may not borrow, with the following exceptions: a. acquisition of currencies through back-to-back loans; b. borrowings of up to 10% of its net assets, provided that the borrowings are temporary; c. borrowings of up to 10% of its net assets, provided that the borrowings are used for the -12-

13 acquisition of property which is crucial to the direct continuation of its activities; in such case, these borrowings, as well as those addressed in Point 7.b, may not jointly exceed 15% of the SICAV s net assets in any event. 9. Without prejudice to the SICAV s investment powers described in Chapter 3, the SICAV may not grant credit or serve as a guarantor for third parties. This restriction shall not prevent the SICAV from acquiring transferable securities, money market instruments or other financial instruments not fully paid up, as described in Chapter 3, Points 1.e, 1.g and 1.h. 10. The SICAV may not short sell transferable securities, money market instruments or other financial instruments not fully paid up, as described in Chapter 3, Points 1.e, 1.g and 1.h. Restrictions on techniques and derivative instruments 11. a. The SICAV is also authorised to use techniques and instruments involving transferable securities and money market instruments under the terms and restrictions set by the CSSF, provided that said techniques and instruments are used for the purposes of effective portfolio management. Where these transactions involve the use of derivative instruments, said terms and restrictions must comply with the provisions of the 2010 Law. Under no circumstances may these transactions cause the SICAV to stray from its own investment objectives, as described in its governing documents and this issue prospectus. b. The SICAV shall ensure that its global risk exposure to derivatives does not exceed the portfolio's total Net Asset Value. Risks are calculated on the basis of the current value of the underlying assets, counterparty risk, any foreseeable market trends and the time available to liquidate the positions. The SICAV may, in the framework of its investment policy and within the limits set in Point 1.f above, invest in derivative instruments, under the following condition: globally, the risk to which the underlying assets are exposed may not exceed the investment limits set forth in Point 1. Where the SICAV invests in index derivatives, said investments may not be combined with the limits set forth in Point 1. Where a security or money market instrument includes a derivative instrument, it must be taken into account as regards the application of the provisions established in this point. Restrictions on transferable securities lending transactions and borrowing 12. The SICAV may, for efficient portfolio management purposes, enter into securities lending borrowing and repurchase agreement transactions in respect of securities held within the portfolio of a sub-fund provided that they comply with the following rules: a. The SICAV may only lend or borrow securities through a standardized system organized by a recognized clearing institution or through a first class financial institution subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by European Community law and specialized in this type of transactions. b. As part of lending transactions, the SICAV must in principle receive a guarantee, the value of which at the conclusion of the contract must be at least equal to the global valuation of the securities lent. a. This guarantee must be given in the form of liquid assets and/or in the form of securities referred to in the CSSF Circular 08/356 dated 4 June The guarantee given under any form other than cash or shares/units of a UCI/UCITS must be issued by an entity not affiliated to the counterparty. -13-

14 b. Cash guaranties may be reinvested under the conditions set out in Section III of the CSSF Circular 08/356 dated 4 June c. Such a guarantee shall not be required if the securities lending is made through Clearstream Banking or EUROCLEAR or through any other organization assuring to the lender a reimbursement of the value of the securities lent, by way of a guarantee or otherwise. c. The SICAV must ensure that the volume of the securities lending transactions is kept at an appropriate level or that it is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and that these transactions do not jeopardise the management of the SICAV s assets in accordance with its investment policy. d. The securities borrowed by the SICAV may not be disposed of during the time they are held by the SICAV, unless they are covered by sufficient financial instruments that enable the SICAV to restitute the borrowed securities at the close of the transaction. e. Borrowing transactions may not exceed 50% of the global valuation of the securities portfolio of each sub-fund of the SICAV. f. The SICAV may borrow securities under the following circumstances in connection with the settlement of a sale transaction: (i) during a period the securities have been sent out for reregistration; (ii) when the securities have been loaned and not returned in time; (iii) to avoid a failed settlement when the Depositary Bank fails to make delivery; and (iv) as a technique to meet its obligation to deliver the securities being the object of a repurchase agreement when the counterparty to such agreement exercises its right to repurchase these securities, to the extent such securities have been previously sold by the SICAV. Restrictions on open market buyback transactions 13. At any time and within the terms and restrictions set forth by CSSF Circular 08/356 dated 4 June 2008, the SICAV may carry out open market buyback transactions, under the following conditions: - The counterparties to these transactions are financial establishments subject to the prudential rules that the CSSF considers as equivalent to those provided for by European Community legislation, specialising in this type of transaction. - Over the term of the open market buyback agreement, the SICAV may not sell transferable securities covered by the agreement before the counterparty has redeemed the transferable securities or before the redemption period has expired, unless it has other hedging means. - The SICAV must ensure that the open market buyback transactions are maintained at a high enough level to guarantee that it will be able to meet its obligation to redeem its own shares at all times. Restrictions on repurchase and reverse repurchase transactions 14. The SICAV may, within the terms and restrictions set forth by CSSF Circular 08/356 dated 4 June 2008, carry out repurchase or reverse repurchase transactions on transferable securities whose clauses give the seller the right or obligation to repurchase the transferable securities sold from the buyer at a price and date agreed upon by the two parties on the conclusion of the said agreement, provided the counterparties are leading financial institutions specialising in this type of transaction. Over the term of a reverse repurchase agreement, the SICAV may not sell transferable securities covered by the agreement; the SICAV must ensure that the reverse repurchase transactions are maintained at a high enough level to guarantee that it will be able to meet its obligation to redeem its own shares at all times. On the expiry of a repurchase agreement, the SICAV must have enough cash to be able to meet its obligation to redeem the transferable securities. Restrictions on repurchase or repo transactions 15. The SICAV may, within the terms and restrictions set forth by CSSF Circular 08/356 dated 4 June 2008, carry out repurchase or repo transactions, which are transactions in which a selling party agrees to sell transferable securities to a purchasing party in exchange for the payment of the purchase price by the purchaser to the seller, with a firm commitment on the part of the purchaser -14-

15 to sell equivalent to the seller at a given date or on request, in exchange for the payment of the purchase price by the seller to the purchaser. The SICAV may serve as the buyer or seller in repo transactions. The counterparties must be leading institutions specialising in this type of transaction. Over the term of the repo agreement in which the SICAV is acting as the buyer, the SICAV may not sell the transferable securities covered by the agreement before the counterparty has redeemed the transferable securities or before the redemption period has expired. The SICAV must ensure that these transactions are maintained at a high enough level to guarantee that it will be able to meet its obligation to redeem its own shares at all times. On the expiry of a repo agreement where the SICAV acts as a seller, the SICAV must have enough cash to be able to meet its obligation to redeem the transferable securities. Restrictions on buy/sell transactions 16. The SICAV may, within the terms and restrictions set forth by CSSF Circular 08/356 dated 4 June 2008, carry out buy/sell transactions in which the seller agrees to sell the bond for cash and to repurchase it at a later date. The selling price of the bond shall include interest accrued on the coupon as at the date of sale, and the redemption price shall include this initial amount and the "repo" interest. Buy/sell transactions are subject to the same terms and conditions as those governing repo transactions. 5. MANAGEMENT COMPANY In a service agreement dated June 9 th 2011, the SICAV appointed UFG-LFP INTERNATIONAL, a Luxembourg Management Company, to provide it with fund management, administration and distribution services. The company is accredited as Management Company in accordance with the provisions of Chapter 15 of the 2010 Law. UFG-LFP International is incorporated as a limited company under Luxembourg law and has its registered office at 4, Rue Henri Schnadt, L-2530 Luxembourg. Its registered capital is 125,000 euros. The company UFG-LFP International, initially incorporated 14 October 1985 under the name "ECU Gestion SA has received, on March 6 th, 2008, approval of CSSF to act as management company regulated by Chapter 13 of the Luxembourg law of 20 December 2002 relative to undertakings for collective investment. The company UFG-LFP International is registered with the Registre du Commerce et des Sociétés, Luxembourg under number B It is currently a management company of SICAV: LFP Opportunity, UFG-LFP Funds, Mandarine Funds, UFG IC Fund, LFP Opportunity Loans Alma Capital Management Funds. UFG-LFP INTERNATIONAL has delegated the SICAV s central administration to BNP PARIBAS SECURITIES SERVICES Luxembourg Branch 33 rue de Gasperich, L-5826 Hesperange, Grand-Duché de Luxembourg, under its responsibility and control. The Management Company may delegates, under its own responsibility, the management of the portfolio of one or more sub-funds to LFP (the Portfolio Managers ) under the terms of the Management Agreement signed on June 9 th LFP is a société par action simplifiée under the French law, whose registered office is 173, Boulevard Haussmann 75008, PARIS, FRANCE. The amounts of the operating fees are indicated in the details sheet for the relevant sub-fund(s). On June 9 th 2011, an Investment Advisory Agreement was signed between Klimek Advisors Fund Consulting ( Investment Advisers ) and the Portfolio Managers. According to this agreement, the activity of the Investment Advisers consists in advising the Portfolio Managers on its policy with respect to the investments of the SICAV and its distribution. Klimek Advisors Fund Consulting is a limited liability company (société à responsabilité limitée) whose registered office is located at Mainzer Landstrasse 47, Frankfurt. -15-

16 The remuneration of the Investment Advisers is provided in the details sheet for the relevant sub-fund(s). The Management Company may appoint one or more distributors for the SICAV, under its own responsibility and control, with a view to promoting the shares of one or more of the SICAV's sub-funds. 6. DEPOSITARY BANK BNP PARIBAS SECURITIES SERVICES Luxembourg Branch, a Luxembourg-domiciled public limited company (société anonyme) with registered offices at 33 rue de Gasperich, L-5826 Hesperange, Grand- Duché de Luxembourg, has been established in Luxembourg since As a Depositary Bank, BNP PARIBAS SECURITIES SERVICES Luxembourg Branch fulfils the obligations and duties as set out in the 2010 Law and by regulatory provisions currently in force. BNP PARIBAS SECURITIES SERVICES Luxembourg Branch was designated as the SICAV s depositary bank under the terms of a contract signed on June 9 th DESCRIPTION OF SHARES, SHAREHOLDERS RIGHTS AND DISTRIBUTION POLICY The SICAV's capital is equal to the sum of the net assets comprising the various sub-funds. The shares of the SICAV are issued with no par value and are fully paid up. Any share, regardless of the sub-fund and class to which it belongs, shall be issued in registered form, as further described in Article 7 of the articles of incorporation of the SICAV. The subscriber s name is recorded in the shareholder register and a registration certificate in the shareholder s name may be issued at the shareholder s express request. As specified in Article 27 of the articles of incorporation of the SICAV, every share, regardless of the subfund to which it belongs or its Net Asset Value in the sub-fund for which it is issued, represents one vote. Shareholders may be represented at General Shareholders Meetings by proxies, even if they are not shareholders themselves, by providing them with a written mandate. In the event of the Company s dissolution as further described in Article 32 of the articles of incorporation of the SICAV, the liquidation thereof shall be carried out by one or more liquidators appointed by the General Shareholders Meeting, in accordance with the Luxembourg 2010 Law and with the Company's articles of incorporation. The net result of the liquidation of each sub-fund shall be distributed to the shareholders of the share class in question, in proportion to the number of shares which they hold in this class. Any amounts which remain unclaimed by shareholders upon the completion of the liquidation process shall be deposited with the State Treasury, the Caisse de Consignation in Luxembourg. If the funds are unclaimed past the statutory limitation period, they may no longer be withdrawn. As regards the sub-funds currently available for subscription, the share classes that may be issued are set out in the relevant sub-fund detail sheet. Classes of shares in a sub-fund may be available either as distribution shares or capitalisation shares, as specified for each class of shares within the sub-fund detail sheets attached to this prospectus. Distribution shares may pay dividends in the manner specified in the sub-fund detail sheets attached to this prospectus and capitalisation shares will not pay dividends. Prospective investors should consider their own tax position as to whether distribution or capitalisation shares are most suitable for them. In any event, no distribution may be made if, as a result thereof, the Net Asset Value of the SICAV would fall below the equivalent of EUR 1,250,

17 8. ENTITIES AUTHORISED TO RECEIVE SUBSCRIPTION, REDEMPTION AND CONVERSION ORDERS The following entities are authorised to receive subscription, redemption and conversion orders on behalf of the SICAV: BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich L-5826 Hesperange Luxembourg The relevant contact details and fax number are set out in the details sheet for each relevant sub-fund. 9. SUBSCRIPTIONS, REDEMPTIONS AND CONVERSIONS Subscriptions, redemptions and conversions shall be carried out in accordance with the articles of incorporation of the SICAV, the prospectus and the relevant provisions for each sub-fund as described in the details sheet for relevant the sub-fund. Subscriptions, redemptions and conversions shall be carried out in the currency of denomination of the relevant share class. The Board of Directors of the SICAV may stipulate that the shares are only to be issued on receipt of the payment of the subscription, in which case this will be reflected for each sub-fund in the relevant details sheet. If the payment is not received on time, the subscription request may be voided or cancelled at the subscriber s expense or at the expense of the subscriber s financial intermediary. Furthermore, the processing of the subscription request may be deferred until the subscription payment is received. The SICAV reserves the right: - to refuse a share subscription request at its own discretion, - to redeem at any time shares held by shareholders who are not authorised to purchase or own shares in the SICAV. Prevention of money laundering Investors wishing to subscribe for shares of the SICAV must provide the fund administrator (i.e. BNP Paribas Securities Services, Luxembourg Branch) with all necessary information which the fund administrator may reasonably require to verify the identity of the applicant. Failure to do so may result in the SICAV refusing to accept the subscription for shares in the SICAV. Applicants must indicate whether they invest on their own account or on behalf of a third party. Except for applicants applying through companies which are regulated professionals of the financial sector, bound in their country by rules on the prevention of money laundering equivalent to those applicable in Luxembourg, (i) the administrator must verify the identity of the applicant and (ii) for that purpose any applicant applying in its own name or applying through companies established in non Financial Action Task Force ( FATF ) countries, is obliged to submit to the administrator in Luxembourg all necessary information, which the fund administrator may reasonably require to verify. In the case of an applicant acting on behalf of a third party, the fund administrator must also verify the identity of the beneficial owner(s). Furthermore, any such applicant will be required to undertake in the subscription agreement that it will notify the fund administrator prior to the occurrence of any change in the identity of any such beneficial owner. Applicants may receive a detailed list of the documents required for the purposes of preventing money laundering at the registered office of the fund administrator upon request. Data Protection The SICAV may collect information from a shareholder or prospective shareholder from time to time in order to develop and process the business relationship between the shareholder or prospective shareholder and the SICAV, and for other related activities. If a shareholder or prospective shareholder fails to provide such information in a form which is satisfactory to the SICAV, the SICAV may restrict or prevent the ownership of shares in the SICAV and the SICAV, the Management Company, the depositary and the -17-

18 fund administrator shall be held harmless and indemnified against any loss arising as a result of the restriction or prevention of the ownership of shares. By completing and returning an application form, shareholders consent to the use of personal data by the SICAV. The SICAV may disclose personal data to its agents, service providers or if required to do so by force of law or regulatory authority. Shareholders will upon written request be given access to their own personal data provided to the SICAV. Shareholders may request in writing the rectification of, and the SICAV will upon written request rectify, personal data. All personal data shall not be held by the SICAV for longer than necessary with regard to the purpose of the data processing. The SICAV may need to disclose personal data to entities located in jurisdictions outside the European Union, which may not have developed an adequate level of data protection legislation. In case of a transfer of data outside the European Union, the SICAV will contractually ensure that the personal data relating to investors is protected in a manner which is equivalent to the protection offered pursuant to the Luxembourg data protection law. The personal data is not intended to be used for marketing purposes. Prevention of late trading and market timing Late trading is to be understood as the acceptance of a subscription, conversion or redemption order after the time limit fixed for accepting orders ( cut-off time ) on the relevant day and the execution of such order at the price base on the Net Asset Value applicable to such same day. The SICAV considers that the practice of Late Trading is not acceptable and subscriptions, conversions and redemptions of shares shall be dealt with at an unknown Net Asset Value. The cut-off time for subscriptions, conversions and redemptions is set out in the details sheets for the relevant sub-funds. Market timing is to be understood as an arbitrage method through which an investor systematically subscribes and redeems or converts units or shares of the same UCI within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the method of determination of the Net Asset Value of the undertaking for collective investment. The SICAV considers that the practice of Market Timing is not acceptable as it may affect the SICAV s performance through an increase of the costs and/or entail a dilution of the profit, as a result, the SICAV reserves the right to refuse subscription and conversion orders placed by an investor that the SICAV suspects of employing such practice and shall, where necessary, take the necessary measures to protect the SICAV s other investors. Subscriptions, redemptions and conversions are carried out at an unknown Net Asset Value. 10. CALCULATION AND SUSPENSION OF THE CALCULATION OF NET ASSET VALUE The calculation of the net assets in each of the SICAV s sub-funds as well as the determination of the Net Asset Value per share, are performed on the day ( Valuation Day ) indicated in the sub-fund s details sheet. The Net Asset Value shall be established on the basis of the latest (share) prices available as at the Valuation Day and shall be effectively calculated on the bank business day in Luxembourg following the Valuation Day. The Net Asset Value of a share, regardless of the sub-fund or share class in which it is issued, shall be established in the share class's respective currency by taking the net assets of the sub-fund in question, as at the Valuation Day and dividing this figure by the number of shares issued in this sub-fund and share class. The valuation of the net assets contained in the various sub-funds shall be established as follows: The SICAV s net assets shall consist of the SICAV s assets as defined hereafter, minus the SICAV s commitments as defined hereafter, as at the Valuation Day on which the Net Asset Value of the shares is established. The SICAV s assets are comprised of: -18-

19 a) any currencies held in cash or on deposit, including interest accrued but not yet due; b) any demand notes or instruments or accounts receivable, including income from the sale of securities which has yet to be deposited; c) any securities, units, shares, bonds, options or subscription rights, or any other investments owned by the SICAV; d) any dividends and distributed income to be received by the SICAV in cash or shares, to the extent that the SICAV may have reasonable knowledge thereof (the SICAV may, however, make adjustments in respect of fluctuations of the market value of securities via practices such as exdividend or ex-rights trading); e) all interests accrued, but not yet due, generated by securities belonging to the SICAV, unless the interest in question is included in the securities' principal; f) the SICAV s incorporation fees, where they have not already been amortised; g) all other assets of any kind whatsoever, including prepaid expenses. The value of these assets shall be determined as follows: a) the value of currencies held in cash or on deposit, demand notes or instruments, accounts receivable, prepaid expenses, dividends and interest announced or at maturity but which have not yet been received are measured by the nominal value of these assets, unless it should prove unlikely that this value will end up being deposited; in such case, the value of the assets in question shall be determined by subtracting an amount that the Company deems adequate in order to reflect the actual value of these assets; b) the value of all securities and money market instruments listed or traded on a stock exchange shall be determined on the basis of their last available price; c) the value of all securities and money market instruments which are traded on another regulated market, which is recognised, open to the public and consistently open for trading, shall be determined on the basis of their last available price; d) the value of money market instruments and fixed-income securities with a remaining maturity of less than 397 days or whose performance is subject to regular adjustments and at least every 397 days may be determined using the amortised cost valuation method, which consists in applying a constant level of amortisation after the purchase of the security, to reach the redemption price upon its maturity; The board will verify that the prices obtained do not differ from the market prices; e) the value of securities held in any undertakings for collective investment shall be determined on the basis of the last official Net Asset Value per share or the last estimated Net Asset Value if the latter is the more recent of the two, on the condition that the SICAV is assured that the valuation method used to arrive at this estimate is consistent with that used to calculate the official Net Asset Value; f) where the securities held in a given portfolio as at the Valuation Day are not listed or traded on a stock exchange or another regulated market which is recognised, open to the public and consistently open for trading, or, as regards securities listed and traded on the stock exchange or another regulated market, in the event the price established in accordance with points b) and c) is not representative of the actual value of the securities in question, the valuation shall be based on their realisable value, which shall be estimated conservatively and in good faith; g) any values expressed in a different currency from the currency of denomination of the respective sub-funds shall be converted to the currency of denomination using the last known exchange rate. The SICAV s commitments include: a) all borrowings, notes dues and accounts payable, b) all administrative fees (outstanding or due), including the remuneration of Investment Advisers, Portfolio Managers, the Depositary Bank, and the proxies and agents of the SICAV, c) all known obligations, both due and not yet due, including any contractual obligations which have reached maturity and which shall result in payments either in the form of cash or goods, including the amount of any dividends announced by the SICAV but not yet paid out, where the Valuation Day coincides with the date on which shall be determined the person to whom said dividends are or shall be due, d) an appropriate provision for taxes on capital and income incurred up to the Valuation Day and set by the Board of Directors, as well as any other provisions authorised or approved by the Board of Directors, e) any other obligations of any kind whatsoever, with the exception of commitments represented -19-