PUBLIC OFFER OF UNITS OF ITALIAN MUTUAL INVESTMENT FUNDS/UCITS/OICVM HARMONISED WITH DIRECTIVE 2009/65/EC BELONGING TO THE

Transcription

1 PUBLIC OFFER OF UNITS OF ITALIAN MUTUAL INVESTMENT FUNDS/UCITS/OICVM HARMONISED WITH DIRECTIVE 2009/65/EC BELONGING TO THE Gruppo Bancario Banco Popolare GESTIELLE SYSTEM The Prospectus - consisting of Part I (Fund features and investment methods) and Part II (description of periodic Fund risk/return and cost data) - is provided to investors free of charge upon request and should be read to obtain detailed information. The fund management regulations are provided to investors free of charge upon request according to the procedures set forth in the paragraph "additional documentation available" in Part I. This offering Prospectus provides investors with a description of the primary features of the proposed investment. CONSOB FILING DATE: 29/04/2015 PROSPECTUS VALIDITY DATE: 30/04/2015 The publication of this Prospectus does not imply any opinion on the part of Consob as regards the proposed investment opportunity. Notice: investment in the mutual investment fund is governed by the management regulations. Notice: the Prospectus does not constitute an offer or invitation in any jurisdiction in which such an offer or invitation is unlawful or in which it is unlawful to make the offer or invitation to the person in possession of the Prospectus. The subscription form may be used exclusively in the jurisdictions in which the offer or invitation may be presented and this Form may be legitimately used.

2 PART I OF THE PROSPECTUS GESTIELLE SYSTEM FUND FEATURES AND INVESTMENT METHODS CONSOB FILING DATE: 29/04/2015 PROSPECTUS PART I VALIDITY DATE: 30/04/2015 Gestielle System Prospectus - Page 2 of 48

3 A) GENERAL INFORMATION 1. THE SGR ALETTI GESTIELLE SGR S.p.A - BANCO POPOLARE BANKING GROUP Via Tortona no. 35, MILAN - ITALY Tel Website: info@gestielle.it The SGR was established on 13 July 1984 by deed of notary Dr. Antonio Carimati in Milan, file no. 4872/21816, and is registered at no. 24 of the Asset Management Company Register at the Bank of Italy. The Company duration is until 31 December 2050, and the financial year ends on 31 December each year. The share capital amounts to 32,962,100 and is subscribed and fully paid up by the single shareholder Banco Popolare Soc. Coop. The activities effectively carried out by the SGR on the date of this document consist of providing collective fund management services by establishing mutual funds/ucits/oicvm and alternative funds. The SGR has outsourced certain company activities, including the following which are the most significant: back office administrative functions relating to the assets of the mutual investment funds/ucits/oicvm are carried out by RBC Investor Services Bank S.A.; the administrative management of fund subscribers is assigned to Unione Fiduciaria SpA; information system management (hardware and software application support) is entrusted to Unione Fiduciaria SpA and to SGS-BP ScpA; the Company's Internal Audit Function is assigned to the Parent Company's Group Audit Function; the Company's Compliance Function is carried out by the Parent Company's Compliance Function; The SGR adopted the "Independence Guidelines for the management of conflicts of interest" (hereinafter referred to as the "Independence Guidelines") by Board of Directors resolution of 24/06/2011. MANAGEMENT BODY: BOARD OF DIRECTORS (CONSISTING OF 6 MEMBERS IN OFFICE FOR THREE YEARS, ELIGIBLE FOR RE-ELECTION; THE CURRENT BOD IS IN OFFICE UNTIL APPROVAL OF THE FINANCIAL STATEMENTS AS AT ) CHAIRMAN Prof. Mario Valletta, born in Naples on ; degree in Business and Economics, Full Professor of Economics of Financial Intermediaries at the Department of Economics and Business Studies at "A. Avogadro" University of Piemonte Orientale in Novara, Independent Director pursuant to the Independence Guidelines and Chairman of the Aletti Gestielle SGR Independent Directors' Committee. DIRECTORS Mr. Stefano Bee, born in Verona on ; degree in Business and Economics; Mr. Guido Soldà, born in Milan on ; degree in Business and Economics; Prof. Ignazio Giorgio Basile, born in Milan on ; degree in Business Economics; Full Professor of Economics of Financial Intermediaries, Faculty of Economics at the University of Brescia; Independent Director pursuant to the Independence Guidelines and member of the Aletti Gestielle SGR Independent Directors' Committee and Chairman of the Supervisory Authority pursuant to Italian Legislative Decree 231/01 of Aletti Gestielle SGR; Mr. Stefano Braschi, born in Pavia on , degree in Business and Economics, Accountant. Mr. Michele Colucci, born in Rome on ; degree in Business Economics. Prof.ssa Barbara Alemanni, born in Acqui Terme on ; Degree in Business Economics; Full Professor of Economics of Financial Intermediaries at the University of Genova; Independent Director pursuant to the Independence Guidelines and Chairman of the Aletti Gestielle SGR Independent Directors' Committee. CONTROL BODY: BOARD OF STATUTORY AUDITORS (CONSISTING OF 5 MEMBERS IN OFFICE FOR THREE YEARS, ELIGIBLE FOR RE-ELECTION; THE CURRENT BOARD OF STATUTORY AUDITORS IS IN OFFICE UNTIL APPROVAL OF THE FINANCIAL STATEMENTS AS AT ) CHAIRMAN Mr. Marco Bronzato, born in Verona on ; degree in Business and Economics, Accountant. STANDING AUDITORS Mr. Emilio Bianchi, lawyer, born in Modena on ; degree in Law and in Business and Economics. Mr. Alberto Acciaro, born in Milan on ; degree in Business Economics; Accountant. ALTERNATE AUDITORS Mr. Bruno Anti, born in Verona on ; degree in Law. Ms. Chiara Benciolini, born in Negrar (VR) on ; Degree in Business and Economics and Business Law; enrolled in the Register of Auditors. GENERAL MANAGER Mr. Francesco Betti, born in Cremona on 25/07/ Degree in Business and Economics. Joined the Company in 2000; formerly the Risk Management Function Manager and since 2008 Deputy General Manager. PARTIES RESPONSIBLE FOR MAKING INVESTMENT DECISIONS Mr. Fabrizio Fiorini, Director of Direct Investments, makes investment decisions in implementation of the investment objectives and strategies established by the Board of Directors of the SGR. Gestielle System Prospectus - Page 3 of 48

4 The Company also manages the mutual investment funds/ucits/oicvm: Gestielle Best Selection Equity 20, Volterra Absolute Return, Volterra Dinamico, Gestielle Obiettivo Più, Gestielle Cedola Obbligazioni Bancarie Euro, Gestielle Cedola Fissa, Gestielle Cedola Fissa II, Gestielle Cedola Fissa Professionale, Gestielle Cedola Obbligazioni Bancarie Professionale, Gestielle Cedola Più, Gestielle Multimanager Absolute Return, Gestielle Multimanager Absolute Return Plus, Gestielle Cedola Più Italia, Gestielle Cedola EuroItalia, Gestielle Cedola Multi Target, Gestielle Cedola Multi Target II, Gestielle Cedola MultiAsset, Gestielle Best Selection Equity 50, Gestielle Cedola Multiasset II, Gestielle Cedola Dual Brand, Gestielle Dual Brand Equity 30, Gestielle Cedola Forex Opportunity U$D, Gestielle Cedola italy Opportunity, Gestielle Cedola Emerging Markets Opportunity. Each System/Fund is governed by its own Prospectus and Regulations. The Company also manages 4 Italian reserved AIF. Notice: The management company provides for the management of the mutual fund in conformity to the management mandate conferred by the investor. For further details on management company s obligations and investor s rights please consult the conditions of the Regulations. Notice: The management company guarantees equal treatment between investors and does not adopt preferential treatment towards the same. 2. THE CUSTODIAN BANK BANCO POPOLARE SOC. COOP. - Piazza Nogara, no VERONA - ITALY The functions of Custodian Bank, including the issue and redemption of fund unit certificates, are carried out at its offices in Modena, at Via Mondatora 14. The functions of delivery and withdrawal of certificates representing units of investment in the fund are carried out at its offices in Verona, Via Meucci 5, where the fund's financial statements will also be available. Website: The custodian fulfils the obligations of the custody of the financial instruments entrusted to the same and verification of ownership, and also the obligation to keep registers of other assets. Unless entrusted to other subjects, it also holds the available liquidity of the Fund. The custodian, in the performance of its duties: a) verifies the legitimacy of the operations of sale, issue, repurchase, reimbursement and annulment of the fund units, as well as the destination of the revenues of the fund; b) checks that the calculation of the value of the parts of the fund is correct; c) verifies, in operations relative to the fund, that the counter-obligation is fulfilled within the established terms; d) carries out the manager's instructions, providing they are not against the law, regulations or the prescriptions of the supervisory bodies. The custodian is responsible towards the fund manager and investors for any prejudice they may suffer consequent to non-fulfilment of its obligations. In the case of the loss of financial instruments in custody, unless the custodian can prove that the default was caused by accident or by force majeure, it shall be held to return, without undue delay, financial instruments of the same kind or a sum of the corresponding amount, and shall be held liable for any other loss sustained by the fund or the investors consequent to failure to respect its obligations, whether intentional or due to negligence. 3. INDEPENDENT AUDITORS RECONTA ERNST & YOUNG SpA, Via della Chiusa, MILAN The Auditing firm is registered at the Legal Auditors Register held by the Ministry of Economy and Finance. The statutory auditors and auditing firm are liable for each other and with the directors to the company that has appointed auditing firm, its shareholders and third parties for damages arising from their duties. In internal relations between the joint debtors, they are responsible to the extent of the actual contribution to the damage caused. The head of the audit and the employees who have worked activity audit are responsible, jointly and severally, and with the auditing firm, for damages resulting from its breach or tort against the company that conferred the charge and against third parties damaged. They are responsible to the extent of their actual contribution to the damage caused. In case of default of their obligations by the SGR, the Depositary or the Auditor in charge, the participants in the Fund have available the ordinary remedies provided by the Italian law. 4. DISTRIBUTORS Exclusively the intermediaries listed in attachment 1 handle fund distribution. 5. THE FUND The mutual investment fund (hereinafter: Fund) is a collective fund consisting of the sums paid in by multiple investors, which is invested in financial instruments. Each investor holds a number of units, each of equal value and with equal rights, in proportion with the amount paid for the subscription. The Fund assets are independent and separate with respect to the assets of the SGR and of the individual investors, as well as any other assets managed by the SGR. The Fund is an "investment" fund because its assets are invested exclusively in financial instruments. It is considered "open-ended" since, on each unit valuation date, investors may subscribe units of the fund or request a partial or full redemption of the units previously subscribed. The details on the establishment of the funds belonging to this System and the associated authorisations, as well as the inception dates, are provided below. FUND NAME DATE OF ESTABLISHMENT BANK OF ITALY DATE INCEPTION DATE GESTIELLE ABSOLUTE RETURN S.M. 04/11/ /01/ /04/1986 GESTIELLE BT CEDOLA S.M. 05/12/ /01/ /04/1985 GESTIELLE EMERGING MARKETS BOND BoD 03/07/ /10/ /02/1997 GESTIELLE MT EURO S.M. 02/05/ /09/ /02/1991 GESTIELLE OBBLIGAZIONARIO CORPORATE BoD 10/07/ /12/ /03/2001 Gestielle System Prospectus - Page 4 of 48

5 FUND NAME DATE OF ESTABLISHMENT BANK OF ITALY DATE INCEPTION DATE GESTIELLE OBBLIGAZIONARIO INTERNAZIONALE S.M. 04/11/ /12/ /09/1997 GESTIELLE OBIETTIVO AMERICA S.M. 26/09/ /11/ /03/1996 GESTIELLE OBIETTIVO BRASILE BoD 01/02/2010 General approval 01/03/2010 GESTIELLE OBIETTIVO CINA S.M. 14/11/ /01/ /03/2004 GESTIELLE OBIETTIVO EAST EUROPE S.M. 14/11/ /01/ /10/2001 GESTIELLE OBIETTIVO EMERGING MARKETS S.M. 28/09/ /12/ /09/1995 GESTIELLE OBIETTIVO EUROPA BoD 03/07/ /10/ /02/1997 GESTIELLE OBIETTIVO INDIA BoD 29/11/ /12/ /03/2007 GESTIELLE OBIETTIVO INTERNAZIONALE S.M. 19/04/ /08/ /02/1990 GESTIELLE OBIETTIVO ITALIA S.M. 30/06/ /09/ /03/1990 GESTIELLE OBIETTIVO RISPARMIO S.M. 08/01/ /02/ /06/1997 All of the funds are governed by the same single management regulation; the last change in the regulations was resolved upon by the SGR Board of Directors on 23/01/2015 and received general approval. On 29/03/2013 the Gestielle BT Cedola Fund incorporated the Laurin BT and Gestielle Obiettivo Più Valore funds. On 29/01/2014, the Gestielle Obiettivo Risparmio (Class A) Fund incorporated the Gestielle Doppia Opportunità 2015 fund. On 10/10/2014, the Gestielle Obbligazionario Internazionale Fund (class A and B) incorporated Gestielle Bond Dollars (Class A and B) and Gestielle Obiettivo Risparmio Fund (Class A) incorporated Gestielle Obiettivo Cedola funds. 6. CHANGES IN INVESTMENT STRATEGY AND POLICY. The Board of Directors of the SGR approves the Regulation of the Fund that defines the investment policy of the Fund. The changes of the investment policy of the Fund are subject to the discipline of the regulatory changes and communicated to the participants as provided by the Regulation of the Fund, prior notice published on the company website 7. INFORMATION ON THE APPLICABLE LEGISLATION The Fund and the SGR are regulated by a set of Rules, both international (as EU regulations, directly applicable in the member state) and national (as the Legislative Decree no. 58 of 1998, cd TUF), as well as by ministerial decree and regulation issued by Consob and Bank of Italy. The SGR acts independently and in the fund investors' interests, assuming towards these latter the mandating party's obligations and responsibilities. Each mutual investment fund or each segment of such a fund represents an independent capital, separate to all effects from that of the asset management company and from that of each investor, as well as from any other assets managed by the same company; with regard to the obligations undertaken on behalf of the fund, the asset management company answers only with the assets of that fund. Claims on such assets on the part of the creditors' of the asset management company or in the interests of the same, or on the part of the creditors of the custodian or subcustodian or in the interests of the same are not admitted. Claims of creditors of a single investor are admitted only on the units held by said investor. Under no circumstances may the asset management company use the assets of the funds managed in its own interests or those of third parties. The Fund is governed by the Italian Law. With regard to disputes between the Unitholders of the Fund, the asset management company and/or the Depositary, shall be referred respectively to the Court of Milan and/or Verona. 8. GENERAL RISKS OF INVESTMENT IN THE FUND Investment in a Fund gives rise to risks associated with possible changes in unit values, which in turn are affected by fluctuations in the value of the financial instruments in which the Fund resources are invested. The presence of such risks means that it is possible that the capital will not be returned at the time of redemption. The management policy Liquidity risk of SGR provides for the allocation of (i) a degree of internal liquidity of the funds based on the concentration of the unit holders and based on the historical flow of subscription and redemption and (ii) a degree of internal liquidity of the securities in which the funds invest, based on the unique characteristics of each class of financial instruments. Based on these two factors, the SGR constantly monitors in order to identify and manage risks on the liquidity profile of the funds. Redemption rights under exceptional circumstances (i.e. redemption s suspension for a maximum of one month or deferral of redemption s regulation in case of relevant redemption) are provided in the Regulations. In particular, to appreciate the risk generated by the investment of fund assets in financial instruments, the following elements should be considered: a) Market and credit risk connected with price oscillation: the price of each financial instrument depends on the specific features of the issuer and trends in the reference markets and investment sectors, and may change to a lesser or greater extent depending on its nature. In general, share price oscillation is associated with the income prospects of the issuers and may be such so as to entail the reduction or even the loss of capital invested, while the value of bonds is influenced by market interest rate trends and credit risk, or the capacity of the issuer to pay interest due and repay loan principal falling due; b) Liquidity risk: the liquidity of financial instruments, or their ability to be promptly exchanged for cash without losing value, depends on the features of the market in which they are traded. In general, securities traded on regulated markets are more liquid and, therefore, less risky, since they are easier to liquidate than securities not traded on those markets. The absence of official listings also makes the process of judging the cash value of the security complex and may require reliance on theoretical evaluations; Gestielle System Prospectus - Page 5 of 48

6 c) Counterparty risk: with respect to transactions in OTC derivative instruments possibly carried out by the fund, one or more counterparties may be unable to meet their commitments; d) Exchange rate risk: for investments in financial instruments denominated in a currency other than the currency in which the fund is denominated, the rate spread and the volatility of the exchange rate between the fund's reference currency and the foreign currency in which the investments are denominated must be considered; e) Risk associated with the use of derivative instruments and efficient portfolio management techniques: the use of derivative instruments makes it possible to take risk positions on financial instruments exceeding the outlays initially incurred to open such positions (leverage effect). As a result, a relatively small change in market prices has a more amplified impact in terms of the earnings or losses of the managed portfolio than if leverage were not used, including the liquidity risk linked to the fund's capacity to satisfy its commitments deriving from position-taking in derivatives. The use of OTC derivative instruments as well as efficient portfolio management techniques entails the assumption of counterparty risk which, if not adequately mitigated, may result in additional risks for the fund; f) Other risk factors: transactions in emerging markets may expose investors to additional risks linked to the fact that such markets may be regulated in a manner which offers reduced levels of investor guarantees and protection. The risks connected with the political and financial situation of the country of the issuers should also be taken into consideration. Reading the investment policy of each fund makes it possible to specifically identify the risks associated with investment in that fund. B) INFORMATION ABOUT THE INVESTMENT 9. TYPE, RISK/RETURN PROFILE, INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND The investment policy of the funds described below should be deemed indicative of the Fund's investment strategies, given the limits defined in the relative Regulations. FUND NAME GESTIELLE ABSOLUTE RETURN DATE OF ESTABLISHMENT 04/11/1985 ISIN CODE IT DESCRIPTION FUND MANAGEMENT TYPE MANAGEMENT TYPE Italian mutual investment fund/ucits/oicvm harmonised with Directive 2009/65/EC ABSOLUTE RETURN FUND The fund is managed based on investment criteria or strategies involving a flexible portfolio allocation, by investing in different types of asset classes in line with a predefined risk threshold. CURRENCY OF DENOMINATION BENCHMARK or MEASURE OF VOLATILITY BENCHMARK/VOLATILITY There is no benchmark. The fund's target annual volatility is: 7% FUND RISK/RETURN PROFILE RISK/RETURN PROFILE OF THE FUND Synthetic risk and reward indicator (SRRI): Category 4 The synthetic risk and reward indicator (SRRI) - calculated on the basis of EU instructions in force - classifies the Fund on a scale of 1 to 7 on the basis of its past results in terms of volatility; for newly established funds, this is estimated on the basis of a model portfolio. Notices: The historical data used to calculate the synthetic indicator are not necessarily a reliable indication of the future risk/return profile of the OICR. The risk/reward category may change and therefore the classification of the OICR could change over time. INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND CATEGORY Assogestioni Category: Flexible MAIN TYPES OF FINANCIAL INSTRUMENTS AND CURRENCY OF DENOMINATION GEOGRAPHICAL AREAS OF INVESTMENT CATEGORY OF ISSUERS AND/OR INDUSTRY SECTORS SPECIFIC RISK FACTORS Financial instruments (stocks and bonds) denominated in Euro and in other currencies. In specific market situations, the fund may be partially or fully invested in short-term bonds or liquidity, or even only one asset class. Possible investment in bank deposits, even to a significant extent. The Fund may invest up to 100% (or more than 35%) of its assets in financial instruments issued or backed by Governments, local authorities and Public International Organisations of the OECD Countries, provided that it holds at least six different issues and that the value of each issue does not exceed 30% of Fund assets. Europe, North America and the Pacific. Sovereign States, International Organisations and companies with medium/high capitalisation. Possible sector, geographical and/or currency concentration of the investments. In consideration of the flexible management style and due to the extreme variability of the Fund's asset allocation, it is not possible to identify a portfolio duration interval. Actively managed exchange rate risk. In the bond component, possible investment, also limited, in non-investment grade issuers. Possible limited investment in Emerging Markets. Gestielle System Prospectus - Page 6 of 48

7 DERIVATIVE TRANSACTIONS MANAGEMENT TECHNIQUE ALLOCATION OF INCOME The use of derivative instruments is consistent with the fund's risk/return profile and is intended: to hedge risks; to more efficiently manage the portfolio; for investment purposes. With respect to this purpose, the Fund tends to make use of financial leverage equal to 1.1. Therefore, the effect on the unit value of price oscillations in the financial instruments to which the fund is exposed through derivative instruments may be amplified by 10%. This amplification effect occurs with respect to both earnings and losses. The total exposure to derivative instruments is calculated and checked daily on the basis of the commitment approach. The financial instrument selection criteria are based on an analysis of short-term financial market trends, a macroeconomic analysis and the interest rate curve trends of the countries subject to investment, as well as a technical and fundamental analysis of the individual financial instruments subject to investment; the portfolio adjustments deemed most appropriate are made on the basis of such analyses, with particular focus on risk control. The fund also makes use of efficient portfolio management techniques pursuant to article 51, paragraph 2, of Directive 2009/65/EC and article 11 of Directive 2007/16/EC, and in particular securities lending and repurchase agreements, in order to use liquidity. Counterparty risk deriving from securities lending is adequately contractually mitigated by requiring the deposit and daily margining, by the counterparty to the transaction, of cash guarantees equal to 105% of the market value of the loaned securities. This activity translates into additional profitability for the fund, net of direct and indirect operating costs withheld by the counterparty responsible for brokerage - belonging to the same Group as the SGR - in line with the best interests of the fund. The immediate recallability of the securities, with no additional costs or charges, makes it possible to adequately mitigate liquidity risk associated with the activity in question. Exposure to counterparty risk deriving from the use of efficient portfolio management techniques and transactions in OTC derivatives is included in the calculation of counterparty risk, and the guarantees received by the fund contribute towards reducing this risk and are unavailable for other transactions. The guarantees received by the fund satisfy the requirements of quality, liquidity, valuation, diversification and independence with respect to the counterparty, as defined by laws in force, and are subject to the application of suitable haircuts on the basis of the creditworthiness of the issuers of the guaranteed instruments. The SGR's risk management system ensures that counterparty risk is properly managed in transactions in OTC derivatives, even in the absence of guarantees provided to the fund, via a dynamic operating limits system with each counterparty, as well as additional instruments governing risk mitigation actions on the basis of the counterparty's creditworthiness. The details of the costs connected with the use of efficient management techniques and the parties to which they are paid are provided in the annual statement. The fund is income accumulating. FUND NAME GESTIELLE BT CEDOLA CLASS A DATE OF ESTABLISHMENT 05/12/1984 ISIN CODE IT DESCRIPTION FUND MANAGEMENT TYPE MANAGEMENT TYPE Italian mutual investment fund/ucits/oicvm harmonised with Directive 2009/65/EC MARKET FUND The fund is managed on the basis of an investment strategy which aims to reflect the risk/return profile of the reference markets. CURRENCY OF DENOMINATION BENCHMARK BENCHMARK BofA Merrill Lynch EMU Direct Gov. 1-3Y Index 60% - BofA Merrill Lynch Italy Gov. Bill Index 40% TRACKING ERROR considerable FUND RISK/RETURN PROFILE RISK/RETURN PROFILE OF THE FUND Synthetic risk and reward indicator (SRRI): Category 3 The synthetic risk and reward indicator (SRRI) - calculated on the basis of EU instructions in force - classifies the Fund on a scale of 1 to 7 on the basis of its past results in terms of volatility; for newly established funds, this is estimated on the basis of a model portfolio. Notices: The historical data used to calculate the synthetic indicator are not necessarily a reliable indication of the future risk/return profile of the OICR. The risk/reward category may change and therefore the classification of the OICR could change over time. INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND CATEGORY Assogestioni Category: Euro Short-Term Government Bond MAIN TYPES OF FINANCIAL INSTRUMENTS AND CURRENCY OF DENOMINATION Bonds denominated exclusively in. Investments in equity securities, convertible bonds, cum warrants and securities with embedded equity options are excluded. Possible investment in bank deposits, even to a limited extent. The Fund may invest up to 100% (or more than 35%) of its assets in financial instruments issued or Gestielle System Prospectus - Page 7 of 48

8 GEOGRAPHICAL AREAS OF INVESTMENT CATEGORY OF ISSUERS AND/OR INDUSTRY SECTORS SPECIFIC RISK FACTORS DERIVATIVE TRANSACTIONS MANAGEMENT TECHNIQUE ALLOCATION OF INCOME backed by Governments, local authorities and Public International Organisations of European Union countries, provided that it holds at least six different issues and that the value of each issue does not exceed 30% of Fund assets. Euro Area Mainly Sovereign States and International Organisations and, residually, corporate issuers. Portfolio duration tends to be less than 2 years. In the bond component, possible residual investment in non-investment grade issuers. Possible residual weight of investments in Emerging Markets. The use of derivative instruments is consistent with the fund's risk/return profile and is intended: to hedge risks; to more efficiently manage the portfolio; for investment purposes. With respect to this purpose, the Fund tends to make use of financial leverage equal to 1.1. Therefore, the effect on the unit value of price oscillations in the financial instruments to which the fund is exposed through derivative instruments may be amplified by 10%. This amplification effect occurs with respect to both earnings and losses. The total exposure to derivative instruments is calculated and checked daily on the basis of the commitment approach. The financial instrument selection criteria are based on a macroeconomic analysis of the Countries subject to investment and a credit risk assessment. Particular focus is placed on the objectives and actions of the Central Banks and opportunities for positioning, also via arbitrage, on the interest rate curve of the various Countries considered. The fund also makes use of efficient portfolio management techniques pursuant to article 51, paragraph 2, of Directive 2009/65/EC and article 11 of Directive 2007/16/EC, and in particular securities lending and repurchase agreements, in order to use liquidity. Counterparty risk deriving from securities lending is adequately contractually mitigated by requiring the deposit and daily margining, by the counterparty to the transaction, of cash guarantees equal to 105% of the market value of the loaned securities. This activity translates into additional profitability for the fund, net of direct and indirect operating costs withheld by the counterparty responsible for brokerage - belonging to the same Group as the SGR - in line with the best interests of the fund. The immediate recallability of the securities, with no additional costs or charges, makes it possible to adequately mitigate liquidity risk associated with the activity in question. Exposure to counterparty risk deriving from the use of efficient portfolio management techniques and transactions in OTC derivatives is included in the calculation of counterparty risk, and the guarantees received by the fund contribute towards reducing this risk and are unavailable for other transactions. The guarantees received by the fund satisfy the requirements of quality, liquidity, valuation, diversification and independence with respect to the counterparty, as defined by laws in force, and are subject to the application of suitable haircuts on the basis of the creditworthiness of the issuers of the guaranteed instruments. The SGR's risk management system ensures that counterparty risk is properly managed in transactions in OTC derivatives, even in the absence of guarantees provided to the fund, via a dynamic operating limits system with each counterparty, as well as additional instruments governing risk mitigation actions on the basis of the counterparty's creditworthiness. The details of the costs connected with the use of efficient management techniques and the parties to which they are paid are provided in the annual statement. The fund income is distributed annually. Income is distributed to investors in proportion with the number of units held. Investors are entitled to request that their income be reinvested in units of the fund at no additional cost. In that case, the number of units to be assigned to the investor is determined on the basis of the value per unit on the first day of income distribution. FUND NAME GESTIELLE EMERGING MARKETS BOND CLASS A DATE OF ESTABLISHMENT 03/07/1996 ISIN CODE IT DESCRIPTION FUND MANAGEMENT TYPE MANAGEMENT TYPE Italian mutual investment fund/ucits/oicvm harmonised with Directive 2009/65/EC MARKET FUND The fund is managed on the basis of an investment strategy which aims to reflect the risk/return profile of the reference markets. CURRENCY OF DENOMINATION BENCHMARK BENCHMARK JPMorgan EMBI Global Div. Composite in local currency 90% BofA Merrill Lynch Italy Gov. Bill Index 5% - BofA Merrill Lynch Treasury notes & bonds 0-1Y Index 5% TRACKING ERROR limited FUND RISK/RETURN PROFILE RISK/RETURN PROFILE Synthetic risk and reward indicator (SRRI): Category 4 Gestielle System Prospectus - Page 8 of 48

9 OF THE FUND The synthetic risk and reward indicator (SRRI) - calculated on the basis of EU instructions in force - classifies the Fund on a scale of 1 to 7 on the basis of its past results in terms of volatility; for newly established funds, this is estimated on the basis of a model portfolio. Notices: The historical data used to calculate the synthetic indicator are not necessarily a reliable indication of the future risk/return profile of the OICR. The risk/reward category may change and therefore the classification of the OICR could change over time. INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND CATEGORY Assogestioni Category: Emerging Markets Bond MAIN TYPES OF FINANCIAL INSTRUMENTS AND CURRENCY OF DENOMINATION GEOGRAPHICAL AREAS OF INVESTMENT CATEGORY OF ISSUERS AND/OR INDUSTRY SECTORS SPECIFIC RISK FACTORS DERIVATIVE TRANSACTIONS MANAGEMENT TECHNIQUE ALLOCATION OF INCOME Mainly bonds denominated in US dollars or in the local countries of the issuing countries. Investments in equity securities, convertible bonds and securities with embedded equity options are excluded. Possible investment in bank deposits, even to a limited extent. The Fund may invest up to 100% (or more than 35%) of its assets in financial instruments issued or backed by Governments, local authorities and Public International Organisations of the OECD Countries, provided that it holds at least six different issues and that the value of each issue does not exceed 30% of Fund assets. Emerging Markets. Mainly Sovereign States, International Organisations and, residually, corporate issuers. Portfolio duration tends to be between 4 and 6 years. Actively managed exchange rate risk. Possible investment, also prevalent, in non-investment grade issuers. Principal investment in Emerging Markets. The use of derivative instruments is consistent with the fund's risk/return profile and is intended: to hedge risks; to more efficiently manage the portfolio; for investment purposes. With respect to this purpose, the Fund tends to make use of financial leverage equal to 1.1. Therefore, the effect on the unit value of price oscillations in the financial instruments to which the fund is exposed through derivative instruments may be amplified by 10%. This amplification effect occurs with respect to both earnings and losses. The total exposure to derivative instruments is calculated and checked daily on the basis of the commitment approach. The financial instrument selection criteria are based on a macroeconomic analysis of the Countries subject to investment, an economic-financial analysis for the selection of individual companies, a credit risk assessment and currency trends. Particular focus is placed on the objectives and actions of the Central Banks and opportunities for positioning, also via arbitrage, on the interest rate curve of the various Countries considered. The fund also makes use of efficient portfolio management techniques pursuant to article 51, paragraph 2, of Directive 2009/65/EC and article 11 of Directive 2007/16/EC, and in particular securities lending and repurchase agreements, in order to use liquidity. Counterparty risk deriving from securities lending is adequately contractually mitigated by requiring the deposit and daily margining, by the counterparty to the transaction, of cash guarantees equal to 105% of the market value of the loaned securities. This activity translates into additional profitability for the fund, net of direct and indirect operating costs withheld by the counterparty responsible for brokerage - belonging to the same Group as the SGR - in line with the best interests of the fund. The immediate recallability of the securities, with no additional costs or charges, makes it possible to adequately mitigate liquidity risk associated with the activity in question. Exposure to counterparty risk deriving from the use of efficient portfolio management techniques and transactions in OTC derivatives is included in the calculation of counterparty risk, and the guarantees received by the fund contribute towards reducing this risk and are unavailable for other transactions. The guarantees received by the fund satisfy the requirements of quality, liquidity, valuation, diversification and independence with respect to the counterparty, as defined by laws in force, and are subject to the application of suitable haircuts on the basis of the creditworthiness of the issuers of the guaranteed instruments. The SGR's risk management system ensures that counterparty risk is properly managed in transactions in OTC derivatives, even in the absence of guarantees provided to the fund, via a dynamic operating limits system with each counterparty, as well as additional instruments governing risk mitigation actions on the basis of the counterparty's creditworthiness. The details of the costs connected with the use of efficient management techniques and the parties to which they are paid are provided in the annual statement. The fund is income accumulating. FUND NAME GESTIELLE MT EURO CLASS A DATE OF ESTABLISHMENT 02/05/1990 ISIN CODE IT DESCRIPTION Italian mutual investment fund/ucits/oicvm harmonised with Directive 2009/65/EC Gestielle System Prospectus - Page 9 of 48

10 FUND MANAGEMENT TYPE MANAGEMENT TYPE MARKET FUND The fund is managed on the basis of an investment strategy, which aims to reflect the risk/return profile of the reference markets. CURRENCY OF DENOMINATION BENCHMARK BENCHMARK BofA Merrill Lynch EMU Direct Gov. 3-5Y Index 90% - BofA Merrill Lynch EMU Direct Gov. 5-10Y Index 10% TRACKING ERROR considerable FUND RISK/RETURN PROFILE RISK/RETURN PROFILE OF THE FUND Synthetic risk and reward indicator (SRRI): Category 3 The synthetic risk and reward indicator (SRRI) - calculated on the basis of EU instructions in force - classifies the Fund on a scale of 1 to 7 on the basis of its past results in terms of volatility; for newly established funds, this is estimated on the basis of a model portfolio. Notices: The historical data used to calculate the synthetic indicator are not necessarily a reliable indication of the future risk/return profile of the OICR. The risk/reward category may change and therefore the classification of the OICR could change over time. INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND CATEGORY Assogestioni Category: Euro Medium/Long-Term Government Bond MAIN TYPES OF FINANCIAL INSTRUMENTS AND CURRENCY OF DENOMINATION GEOGRAPHICAL AREAS OF INVESTMENT CATEGORY OF ISSUERS AND/OR INDUSTRY SECTORS SPECIFIC RISK FACTORS DERIVATIVE TRANSACTIONS Management technique Bonds denominated exclusively in. Investments in equity securities, convertible bonds, cum warrants and securities with embedded equity options are excluded. Euro Area Mainly Sovereign States and International Organisations and, residually, corporate issuers. Possible investment in bank deposits, even to a limited extent. The Fund may invest up to 100% (or more than 35%) of its assets in financial instruments issued or backed by Governments, local authorities and Public International Organisations of European Union countries, provided that it holds at least six different issues and that the value of each issue does not exceed 30% of Fund assets. Portfolio duration tends to be more than 2 years. In the bond component, possible residual investment in non-investment grade issuers. Possible residual weight of investments in Emerging Markets. The use of derivative instruments is consistent with the fund's risk/return profile and is intended: to hedge risks; to more efficiently manage the portfolio; for investment purposes. With respect to this purpose, the Fund tends to make use of financial leverage equal to 1.2. Therefore, the effect on the unit value of price oscillations in the financial instruments to which the fund is exposed through derivative instruments may be amplified by 20%. This amplification effect occurs with respect to both earnings and losses. The total exposure to derivative instruments is calculated and checked daily on the basis of the commitment approach. The financial instrument selection criteria are based on a macroeconomic analysis of the Countries subject to investment and a credit risk assessment. Particular focus is placed on the objectives and actions of the Central Banks and opportunities for positioning, also via arbitrage, on the interest rate curve of the various Countries considered. The fund also makes use of efficient portfolio management techniques pursuant to article 51, paragraph 2, of Directive 2009/65/EC and article 11 of Directive 2007/16/EC, and in particular securities lending and repurchase agreements, in order to use liquidity. Counterparty risk deriving from securities lending is adequately contractually mitigated by requiring the deposit and daily margining, by the counterparty to the transaction, of cash guarantees equal to 105% of the market value of the loaned securities. This activity translates into additional profitability for the fund, net of direct and indirect operating costs withheld by the counterparty responsible for brokerage - belonging to the same Group as the SGR - in line with the best interests of the fund. The immediate recallability of the securities, with no additional costs or charges, makes it possible to adequately mitigate liquidity risk associated with the activity in question. Exposure to counterparty risk deriving from the use of efficient portfolio management techniques and transactions in OTC derivatives is included in the calculation of counterparty risk, and the guarantees received by the fund contribute towards reducing this risk and are unavailable for other transactions. The guarantees received by the fund satisfy the requirements of quality, liquidity, valuation, diversification and independence with respect to the counterparty, as defined by laws in force, and are subject to the application of suitable haircuts on the basis of the creditworthiness of the issuers of the guaranteed instruments. The SGR's risk management system ensures that counterparty risk is properly managed in transactions in OTC derivatives, even in the absence of guarantees provided to the fund, via a dynamic operating limits system with each counterparty, as well as additional instruments governing risk mitigation actions on the basis of the counterparty's creditworthiness. The details of the costs connected with the use of efficient management techniques and the parties to which they are paid are provided in the annual statement. Gestielle System Prospectus - Page 10 of 48

11 ALLOCATION OF INCOME The fund is income accumulating. FUND NAME GESTIELLE OBBLIGAZIONARIO CORPORATE CLASS A DATE OF ESTABLISHMENT 10/07/2000 ISIN CODE IT DESCRIPTION FUND MANAGEMENT TYPE MANAGEMENT TYPE CURRENCY OF DENOMINATION BENCHMARK BENCHMARK TRACKING ERROR FUND RISK/RETURN PROFILE RISK/RETURN PROFILE OF THE FUND Italian mutual investment fund/ucits/oicvm harmonised with Directive 2009/65/EC MARKET FUND The fund is managed on the basis of an investment strategy which aims to reflect the risk/return profile of the reference markets. BofA Merrill Lynch Emu Corporate Index 40% - BofA Merrill Lynch Euro HY Constraint 40% - BofA Merrill Lynch Italy Gov. Bill Index 20% significant Synthetic risk and reward indicator (SRRI): Category 4 The synthetic risk and reward indicator (SRRI) - calculated on the basis of EU instructions in force - classifies the Fund on a scale of 1 to 7 on the basis of its past results in terms of volatility; for newly established funds, this is estimated on the basis of a model portfolio. Notices: The historical data used to calculate the synthetic indicator are not necessarily a reliable indication of the future risk/return profile of the OICR. The risk/reward category may change and therefore the classification of the OICR could change over time. INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND CATEGORY Assogestioni Category: Bond - other specialisations MAIN TYPES OF FINANCIAL INSTRUMENTS AND CURRENCY OF DENOMINATION GEOGRAPHICAL AREAS OF INVESTMENT CATEGORY OF ISSUERS AND/OR INDUSTRY SECTORS SPECIFIC RISK FACTORS DERIVATIVE TRANSACTIONS MANAGEMENT TECHNIQUE Ordinary and convertible bonds, cum warrants and securities with embedded equity options denominated in and in other European currencies. Direct investments in shares are excluded. Equity securities deriving from the exercise of warrants or option or allotment rights embedded in securities in the portfolio may not in any case exceed 10% of total assets. Europe, North America and the Pacific. Mainly corporate issuers diversified across all economic sectors and, residually, Sovereign States and International Organisations. Possible investment in bank deposits, even to a limited extent. The Fund may invest up to 100% (or more than 35%) of its assets in financial instruments issued or backed by Governments, local authorities and Public International Organisations of the OECD Countries, provided that it holds at least six different issues and that the value of each issue does not exceed 30% of Fund assets. Portfolio duration tends to be between 2 and 6 years. Actively managed exchange rate risk. Possible investment, also significant, in non-investment grade issuers. Possible residual weight of investments in Emerging Markets. The use of derivative instruments is consistent with the fund's risk/return profile and is intended: to hedge risks; to more efficiently manage the portfolio; for investment purposes. With respect to this purpose, the Fund does not make use of financial leverage. The total exposure to derivative instruments is calculated and checked daily on the basis of the commitment approach. The financial instrument selection criteria are based on a macroeconomic analysis of the Countries subject to investment, an economic-financial analysis for the selection of individual companies, a credit risk assessment and interest rate curve and currency trends. The fund also makes use of efficient portfolio management techniques pursuant to article 51, paragraph 2, of Directive 2009/65/EC and article 11 of Directive 2007/16/EC, and in particular securities lending and repurchase agreements, in order to use liquidity. Counterparty risk deriving from securities lending is adequately contractually mitigated by requiring the deposit and daily margining, by the counterparty to the transaction, of cash guarantees equal to 105% of the market value of the loaned securities. This activity translates into additional profitability for the fund, net of direct and indirect operating costs withheld by the counterparty responsible for brokerage - belonging to the same Group as the SGR - in line with the best interests of the fund. The immediate recallability of the securities, with no additional costs or charges, makes it possible to adequately mitigate liquidity risk associated with the activity in question. Exposure to counterparty risk deriving from the use of efficient portfolio management techniques and transactions in OTC derivatives is included in the calculation of counterparty risk, and the guarantees received by the fund contribute towards reducing this risk and are unavailable for other transactions. The guarantees received by the fund satisfy the requirements of quality, liquidity, valuation, Gestielle System Prospectus - Page 11 of 48

12 ALLOCATION OF INCOME diversification and independence with respect to the counterparty, as defined by laws in force, and are subject to the application of suitable haircuts on the basis of the creditworthiness of the issuers of the guaranteed instruments. The SGR's risk management system ensures that counterparty risk is properly managed in transactions in OTC derivatives, even in the absence of guarantees provided to the fund, via a dynamic operating limits system with each counterparty, as well as additional instruments governing risk mitigation actions on the basis of the counterparty's creditworthiness. The details of the costs connected with the use of efficient management techniques and the parties to which they are paid are provided in the annual statement. The fund is income accumulating. FUND NAME GESTIELLE OBBLIGAZIONARIO INTERNAZIONALE CLASS A DATE OF ESTABLISHMENT 04/11/1996 ISIN CODE IT DESCRIPTION FUND MANAGEMENT TYPE MANAGEMENT TYPE Italian mutual investment fund/ucits/oicvm harmonised with Directive 2009/65/EC MARKET FUND The fund is managed on the basis of an investment strategy which aims to reflect the risk/return profile of the reference markets. CURRENCY OF DENOMINATION BENCHMARK BENCHMARK JP Morgan Global Government Bond Index 90% - BofA Merrill Lynch Italy Gov. Bill Index 10% TRACKING ERROR significant FUND RISK/RETURN PROFILE RISK/RETURN PROFILE OF THE FUND Synthetic risk and reward indicator (SRRI): Category 4 The synthetic risk and reward indicator (SRRI) - calculated on the basis of EU instructions in force - classifies the Fund on a scale of 1 to 7 on the basis of its past results in terms of volatility; for newly established funds, this is estimated on the basis of a model portfolio. Notices: The historical data used to calculate the synthetic indicator are not necessarily a reliable indication of the future risk/return profile of the OICR. The risk/reward category may change and therefore the classification of the OICR could change over time. INVESTMENT POLICY AND SPECIFIC RISKS OF THE FUND CATEGORY Assogestioni Category: International Government Bond MAIN TYPES OF FINANCIAL INSTRUMENTS AND CURRENCY OF DENOMINATION GEOGRAPHICAL AREAS OF INVESTMENT CATEGORY OF ISSUERS AND/OR INDUSTRY SECTORS SPECIFIC RISK FACTORS DERIVATIVE TRANSACTIONS MANAGEMENT TECHNIQUE Ordinary and convertible bonds, cum warrants and securities with embedded equity options denominated in European, North American and Pacific region currencies. No direct investments are made in shares. Equity securities deriving from the exercise of option or allotment rights may not in any case exceed 10% of total assets. Possible investment in bank deposits, even to a limited extent. The Fund may invest up to 100% (or more than 35%) of its assets in financial instruments issued or backed by Governments, local authorities and Public International Organisations of the OECD Countries, provided that it holds at least six different issues and that the value of each issue does not exceed 30% of Fund assets. Europe, North America and the Pacific. Mainly Sovereign States and International Organisations and, residually, corporate issuers. Portfolio duration tends to be between 3 and 7 years. Actively managed exchange rate risk. In the bond component, possible residual investment in non-investment grade issuers. Possible residual weight of investments in Emerging Markets. The use of derivative instruments is consistent with the fund's risk/return profile and is intended: to hedge risks; to more efficiently manage the portfolio; for investment purposes. With respect to this purpose, the Fund does not make use of financial leverage. The total exposure to derivative instruments is calculated and checked daily on the basis of the commitment approach. The financial instrument selection criteria are based on a macroeconomic analysis of the Countries subject to investment and a credit risk and currency trend assessment. Particular focus is placed on the objectives and actions of the Central Banks and opportunities for positioning, also via arbitrage, on the interest rate curve of the various Countries considered. The fund also makes use of efficient portfolio management techniques pursuant to article 51, paragraph 2, of Directive 2009/65/EC and article 11 of Directive 2007/16/EC, and in particular securities lending and repurchase agreements, in order to use liquidity. Counterparty risk deriving from securities lending is adequately contractually mitigated by requiring the deposit and daily margining, by the counterparty to the transaction, of cash guarantees equal to 105% Gestielle System Prospectus - Page 12 of 48