PETERCAM L FUND. a Luxembourg Société d Investissement à Capital Variable PROSPECTUS. relating to the share. issue of the SICAV DECEMBER 2007

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1 a Luxembourg Société d Investissement à Capital Variable PROSPECTUS relating to the share issue of the SICAV DECEMBER 2007 This prospectus (hereinafter the Prospectus ) and the supplementary Fact Sheets (hereinafter the Fact Sheets ) relating to the Subfunds referred to below are only valid if accompanied by the most recent annual report and the most recent semi-annual report if the latter is published after the most recent annual report. These reports form an integral part of the Prospectus. Any publicly available information not contained in this Prospectus is to be considered unauthorised and therefore unreliable. The Prospectus constitutes neither an offer nor a proposal for the subscription of the shares of the Subfunds of the PETERCAM L FUND. Subscription, conversion and redemption forms may be requested and obtained from one of the Authorised Institutions. Past performances of the Subfunds are appended to the simplified prospectus.

2 CONTENTS DESCRIPTION OF THE FUND STRUCTURE...7 DESCRIPTION OF THE FUND INVESTMENT PRINCIPLES...7 DESCRIPTION OF THE FUND SHARE ACQUISITION DESCRIPTION OF THE FUND...10 A.GENERAL INFORMATION... B.THE COMPANY INVESTMENT POLICY...11 A.OBJECTIVE...11 B.INVESTMENT AND INVESTMENT RESTRICTIONS...11 C.RISK EXPOSURE...17 I. General information...17 II. Specific risks relating to derivatives...18 III. Risk profile...19 IV. Risk management MANAGERS, CUSTODIAN BANK, ADMINISTRATIVE AGENT, TRANSFER AGENT, AUDITORS AND DISTRIBUTION...20 A.MANAGERS...23 B.CUSTODIAN BANK, ADMINISTRATIVE AGENT AND TRANSFER AGENT...21 C.AUDITORS...21 D.DISTRIBUTION...21 I.Distribution of the Subfunds in Luxembourg...21 II.Distribution of the Subfunds in Belgium... III.Distribution of the Subfunds in Switzerland... IV.Distribution of the Subfunds in Holland... V.Distribution of the Subfunds in France... 4.THE SHARES...22 A.DESCRIPTION OF THE SHARES, RIGHTS OF SHAREHOLDERS...22 B.RECEIPT OF SUBSCRIPTION, REDEMPTION AND CONVERSION ORDERS...23 C.SUBSCRIPTIONS...24 D.PROCEDURES COMBATING MONEY LAUNDERING...24 E.REDEMPTIONS...25 F.SWITCHING FROM ONE SUBFUND TO ANOTHER SUBFUND...25 G.STOCK EXCHANGE LISTING NET ASSET VALUE...26 A.DEFINITION AND CALCULATION OF THE NET ASSET VALUE...26 B.NET ASSET COMPOSITION...26 C.VALUATION OF THE ASSETS AND COMMITMENTS...27 D.SUSPENSION OF THE CALCULATION OF THE NET ASSET VALUE, ISSUES, REDEMPTIONS AND CONVERSIONS DISTRIBUTION POLICY COSTS PAYABLE BY THE FUND TAXATION...29 A.TAXATION OF THE FUND...29 B.TAXATION OF SHAREHOLDERS...29 C.EUROPEAN DIRECTIVE RELATING TO THE TAXATION OF SAVINGS INCOME FINANCIAL YEAR GENERAL MEETINGS FINANCIAL REPORTS...30 A.FINANCIAL YEAR...30 B.GENERAL MEETINGS...30 C.FINANCIAL REPORTS LIQUIDATION...31 A.LIQUIDATION OF THE FUND...31 B.LIQUIDATION AND MERGER OF THE SUBFUNDS INFORMATION FOR SHAREHOLDERS...32 A.NET ASSET VALUE, ISSUE AND REDEMPTION PRICE...32 B.NOTIFICATIONS TO SHAREHOLDERS

3 C.PUBLICLY AVAILABLE DOCUMENTS...33 D.INFORMATION REGARDING NATIONALS OF THE UNITED STATES OF AMERICA...33 ANNEXES: SUPPLEMENTARY FACT SHEETS...35 No person is authorised to give any information if it is not contained in this Prospectus and in the documents referred to in the Prospectus

4 Registered office: PETERCAM L FUND SICAV 14, Boulevard Royal L-2449 LUXEMBOURG R.C.S.: B Board of Directors: Pierre DRION Chief Executive PETERCAM S.A. 19, Place Sainte-Gudule B-1000 BRUSSELS Chairman Pierre AHLBORN Chief Executive BANQUE DE LUXEMBOURG Limited liability company 14, Boulevard Royal L-2449 LUXEMBOURG Director Antoine CALVISI Deputy Chairman of the Management Committee BANQUE DE LUXEMBOURG Limited liability company 14, Boulevard Royal L-2449 LUXEMBOURG Director Geoffroy d ASPREMONT LYNDEN Manager/Director PETERCAM S.A. 19, Place Sainte-Gudule B-1000 BRUSSELS Director Johnny DEBUYSSCHER Chief Executive PETERCAM S.A. 19, Place Sainte-Gudule B-1000 BRUSSELS Director Guy LERMINIAUX Chief Executive PETERCAM S.A. 19, Place Sainte-Gudule B-1000 BRUSSELS Director Dominik OST PETERCAM (LUXEMBOURG) S.A. 1A, rue Pierre d'aspelt P.O. Box 879 L-1142 LUXEMBOURG Director - 4 -

5 Lucien VAN DEN BRANDE PETERCAM S.A. 19, Place Sainte-Gudule B-1000 BRUSSELS Director PETERCAM (LUXEMBOURG) S.A. 1A, Rue Pierre d'aspelt P.O. Box 879 L-1142 LUXEMBOURG Director Represented by Messrs. Christian BERTRAND Manager/Director Michel PINTE Director Conducting Persons Christian BERTRAND Manager/Director PETERCAM (LUXEMBOURG) S.A. 1A, Rue Pierre d'aspelt P.O. Box 879 L-1142 LUXEMBOURG Philippe CUELENAERE Authorised representative PETERCAM (LUXEMBOURG) S.A. 1A, Rue Pierre d'aspelt P.O. Box 879 L-1142 LUXEMBOURG Michel PINTE Director PETERCAM (LUXEMBOURG) S.A. 1A, Rue Pierre d'aspelt P.O. Box 879 L-1142 LUXEMBOURG Managers: PETERCAM (LUXEMBOURG) S.A. 1A, Rue Pierre d'aspelt L-1142 LUXEMBOURG PETERCAM BANK N.V. 180, De Lairessestraat NL-1075 HM AMSTERDAM Custodian Bank and Administrative Agent: BANQUE DE LUXEMBOURG Limited liability company 14, Boulevard Royal L-2449 LUXEMBOURG Transfer Sub-Agent: EUROPEAN FUND ADMINISTRATION S.A. Limited liability company - 5 -

6 2, Rue d Alsace P.O. Box 1725 L-1017 Luxembourg Financial services: BANQUE DE LUXEMBOURG Limited liability company 14, Boulevard Royal L-2449 LUXEMBOURG PETERCAM S.A. 19, Place Sainte-Gudule B-1000 BRUSSELS Auditor: PRICE WATERHOUSE COOPERS 400, Route d Esch P.O. Box 1443 L-1014 LUXEMBOURG - 6 -

7 DESCRIPTION OF THE FUND STRUCTURE Legal form Share classes Reference currency Share classes denominated in another currency PETERCAM L FUND is a Société d Investissement à Capital Variable (hereinafter the SICAV or fund ) incorporated, with multiple sub-funds (hereinafter the sub-funds, which give the fund its "umbrella" structure). The fund is registered in Luxembourg under number B and is ruled by Part I of 20 December 2002 on undertakings for collective investment. It is Euro-compatible under the terms of the European Directive of 20 December 1985 (85/611/EEC) as amended, and has its registered office at 14, Boulevard Royal, L-2449 Luxembourg. PETERCAM L FUND is a fund subject to the provisions of Article 27 of the Law of 20 December 2002 ( self-managed SICAV). For each sub-fund, the SICAV may issue shares classes in sub-fund as listed below. The fund may issue new share classes. A detailed description of these new classes will, if necessary, be included in this Prospectus and in the corresponding Fact Sheets. The fund s consolidated net asset value (hereinafter Net Asset Value ) is calculated in Euro. The Net Asset Value of each Subfund is calculated in the reference currency of the respective Subfund (see the corresponding Fact Sheet). The fund may create supplementary share classes in a Subfund denominated in a currency other than the reference currency of the Subfund in question. The issue of a share class denominated in another currency will be specified in the corresponding Fact Sheet. DESCRIPTION OF THE FUND INVESTMENT PRINCIPLES Investment objectives Investment policy The fund s principal objective, for each Subfund, is to realise the highest possible income while safeguarding the capital invested. The assets of the fund will be invested, in line with the principle of spreading risks, particularly in equities, bonds, debt instruments and other fixed or variable-income securities (zero coupons included), convertible bonds, convertible loans and option loans listed on an official stock exchange or an organised market. The Subfunds may also carry out options and/or other forward transactions pursuant to the restrictions laid down in this Prospectus. A/ Eligible products for each Subfund: In order to achieve its investment objectives and unless otherwise provided for in the investment policy of the Fact Sheet, each Subfund may, subject to the provisions of section 2.B "Investment and Investment Restrictions in the full Prospectus, invest in the following securities and instruments: 1. Savings accounts with credit institutions 2. Bonds, money market instruments or other debt instruments. In this context, debt instruments whose final or residual maturity is less than or equal to one year for which the return is adjusted regularly, at least once a year, in accordance with money market conditions, are considered by default as being traded normally on the money market. 3. Equities or other equity interests, including units or shares in closed-end UCI. 4. Units or shares in open-end UCI. 5. Other financial instruments that qualify as transferable securities in accordance with the provisions of section 2.8 Investment and Investment Restrictions of the full Prospectus. If the financial instruments in question include embedded derivatives the latter must be eligible in accordance with the provisions of section 2.B Investment and Investment Restrictions of the full Prospectus

8 6. Derivatives that are traded on a regulated market or that are traded by private agreement, including credit derivatives. 7. Derivatives for which the underlying is made up of one or more of the following elements: One or more of the securities or instruments stated in points 1 to 6 above Interest rate Exchange rate Financial indices The proportion of any given category of securities or instrument in relation to the other categories will depend on the current and future growth of the financial markets. B/ Investment in a currency other than the investment currency: Up to 1/3 of the net assets of each Subfund may be invested in a currency other than the investment currency laid down in the Prospectus, as indicated in the corresponding Fact Sheet. It must be noted that the investment currency is the currency of the equities held in the portfolio. The investment currency is given in the title of a Subfund and differs from the reference currency. DESCRIPTION OF THE FUND SHARE ACQUISITION Sale of shares Initial offering The sale of shares in the fund s Subfunds is entrusted, for the Swiss territory, exclusively to PETERCAM PRIVATE BANK (SWITZERLAND) SA, which may, in turn, authorise the promotion of the Subfunds shares by other distributors. The fund reserves the right to offer new Subfund share classes at a defined initial offering price, plus the sale commissions applicable to the respective Subfunds. The fund also reserves the right to postpone the initial offering date for each new Subfund share class

9 Subscription orders Payment currency Redemption orders Conversion orders Order submission deadline Information for investors in Switzerland Subfunds shares may be purchased at the Net Asset Value per share class in question (plus, where applicable, the entry and issue fees), in accordance with the terms and conditions stated in the corresponding Fact Sheet. The shares subscribed for will only be issued after receiving the amount of the issue price. The subscription price is payable within the time limits stipulated in the corresponding Fact Sheet. Only those days on which the institution in charge of central financial services in Luxembourg is open, are considered to be business days. The subscription amount must be paid in the currency in which the shares of the respective share class are denominated. If payment is made in another currency, the product of converting the payment currency into the investment currency, less the exchange commission and fees, will be applied to the purchase value of the subscribed shares. Shareholders may request the redemption of their shares from the fund at any time. Redemptions will take place in the currency of the respective share class and will be based on the Net Asset Value of the respective share class as indicated in the corresponding Fact Sheet. Subject to the restrictions laid down in the Fact Sheets, all investors holding shares in one of the Subfunds may, at any time, convert their shares into shares of another class belonging to the same Subfund. Subject to the restrictions laid down in the Fact Sheets, all investors holding shares in one of the Subfunds may, at any time, also convert their shares into shares belonging to another Subfund. Unless otherwise indicated in the Fact Sheets, subscription, redemption and conversion orders must be transmitted to the Custodian Bank or the Representative no later than the business day preceding the applicable Net Asset Value calculation date. Under the terms of an agreement entered into between the fund, PETERCAM LUXEMBOURG S.A and PETERCAM PRIVATE BANK (SWITZERLAND) SA the latter has been appointed the fund s representative in Switzerland. The term of this representation agreement is indefinite and may be rescinded by the parties subject to written notice of six months.,for shares distributed in Switzerland, the payment service, the place of performance and the place of jurisdiction are the registered office of the representative in Geneva. The fund s publications in Switzerland will be placed in the Feuille Officielle Suisse du Commerce and the AGEFI (Swiss finance and business daily newspaper). The share issue and redemption prices will also be published together in L AGEFI on a daily basis, particularly during each share issue and redemption. The Prospectus, the articles of incorporation and the most recent annual and semi-annual reports can be obtained, free of charge, from the registered offices of the representative in Geneva. In addition to this description, investors should also read the Prospectus and its Fact Sheets in their entirety. In the event of doubt, potential investors are recommended to consult their legal, tax and financial advisers about the various general characteristics and consequences of subscribing for shares in investment funds

10 1. DESCRIPTION OF THE FUND PETERCAM L FUND is a Société d Investissement à Capital Variable (hereinafter the fund ) under Luxembourg law, incorporated under the provisions of the law of 10th August 1915 as amended and relating to commercial companies (hereinafter the Law of 10th August 1915 ) and the Law of 20th December The fund is more specifically subject to the provisions of Part I of this law, which contains the provisions of the European Directive of 20th December 1985 (85/611/EEC) as amended. The fact that the fund is listed on the official list drawn up by the Luxembourg or Swiss regulating authority should not, under any circumstance and in any way whatsoever, be interpreted as a positive appraisal by these regulating authorities as to the quality of the securities offered for sale. PETERCAM L FUND is organised as an umbrella fund in which each Subfund relates to a portfolio of different assets consisting of eligible financial assets as defined in section B Investments and investments restrictions denominated in different currencies (these Subfunds are hereinafter collectively referred to as the Subfunds or individually as a Subfund ). The characteristics and investment policy of each Subfund are defined in the Fact Sheets (hereinafter the Supplementary Fact Sheets ) which make up the final section of this Prospectus, and form an integral part thereof. The fund s capital is distributed among various Subfunds. Each Subfund may offer several share classes as defined in this Prospectus and in the Fact Sheets. A detailed description of the characteristics of the different share classes is laid down in point A of chapter 4 Description of the shares, rights of shareholders below. The fund currently consists of the following Subfunds: PETERCAM L LIQUIDITY USD PETERCAM L LIQUIDITY EUR PETERCAM L BONDS EUR QUALITY PETERCAM L BONDS EUR MEDIUM PETERCAM L BONDS UNIVERSALIS PETERCAM L BONDS HIGHER YIELD PETERCAM L BONDS CONVERTIBLE PETERCAM L BONDS GOVERNMENT SUSTAINABLE PETERCAM L EQUITIES JAPAN PETERCAM L EQUITIES OPPORTUNITY PETERCAM L EQUITIES WORLD PETERCAM L BALANCED LOW RISK PETERCAM L BALANCED MEDIUM RISK PETERCAM L BALANCED HIGH RISK PETERCAM L EQUITIES EUROPE TRITON PETERCAM L EQUITIES EUROLAND 130/30 PETERCAM L EQUITIES ABSOLUTE RETURN EUROLAND On the date of this Prospectus, the PETERCAM L BONDS CONVERTIBLE and PETERCAM L EQUITIES ABSOLUTE RETURN EUROLAND Subfunds are not activated for the time being. The fund may create new Subfunds. When new Subfunds are created, this Prospectus will be amended accordingly. The shares of each Subfund are issued and redeemed at a price determined for each Subfund at least twice a month in Luxembourg. This information and the publication frequency are laid down, for each Subfund, in the corresponding Fact Sheet

11 B. THE COMPANY PETERCAM L FUND was formed on 23 December 1987 in Luxembourg for an unlimited term. The fund s Article of incorporation was published in the Mémorial, Recueil des Sociétés et Associations on 17 February 1988, and the articles of incorporation, amended for the last time by the Extraordinary General Meeting of Shareholders of 6 July 2007, were published in the Mémorial, Recueil des Sociétés et Associations on 26 July 2007 and deposited with the clerk s office of the Court of Luxembourg, from which copies can be obtained. The legal notice concerning the issue of shares has been filed with the clerk s office of the Court of Luxembourg. Copies of the articles of incorporation can be obtained, free of charge, from the Representative in Switzerland, at the address indicated above: The fund s capital is, at all times, equal to the equivalent value in Euros of the total net assets of all the Subfunds, depending on the calculation method and pursuant to the provisions of the articles of incorporation. The minimum capital is equivalent to EUR 1,250,000 (one million two hundred and fifty thousand Euros). As at 31 December 2005, the fund s subscribed and fully paid-up capital amounted to EUR 4,127,511, INVESTMENT POLICY A. OBJECTIVE The fund s objective is to offer its shareholders the highest possible increase in value for the invested capital through specialised investments in a variety of transferable securities. The diversification of the portfolios making up the Subfunds ensures that the risks inherent in any investment are limited without, however, ruling them out completely. The fund cannot therefore guarantee that its objectives will be fully realised. The fund s investments are carried out under the supervision and responsibility of the Board of Directors. B. INVESTMENT AND INVESTMENT RESTRICTIONS A. The fund s investments consist exclusively of: TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS a) Transferable securities and money market instruments (hereinafter Transferable Securities and Money Market Instruments ) admitted or dealt in on a Regulated Market featured on the list of regulated markets published in the Official Journal of the European Communities. b) Transferable Securities and Money Market Instruments dealt in on another Regulated Market of a Member State of the European Union (hereafter the EU ), which operates regularly, is recognised and open to the public. c) Transferable Securities and Money Market Instruments admitted to official listing on a stock exchange in a non-member States of the EU or dealt in on another market in a non-member States of the EU which is regulated, operates regularly and is recognised and open to the public. d) Recently issued Transferable Securities and Money Market Instruments, provided that: - the term of issue include an undertaking that the application will be made for official listing on a stock exchange or another regulated market, which operates regularly and is recognised and open to the public,;

12 - such admission is secured within one year of issue. e) Money Market Instruments other than those traded on a Regulated Market, which are liquid and whose value can be accurately determined, insofar as the issue or issuing body of these instruments are themselves subject to regulations protecting investors and savings, if these instruments are: - issued or guaranteed by a central, regional or local authority, by a central bank of an EU Member State, by the European Central Bank, by the EU or by the European Investment Bank, by a third country or, in the case of a federal state, by one of the members of the federation, or by an international public body of which one or more EU Member States are members; or - issued by a company whose securities are traded on the regulated markets referred to in points (a), (b) and (c) above; or - issued or guaranteed by an institution subject to prudential supervision in line with the criteria defined by Community law, or by an institution subject to and complying with prudential rules considered by the Luxembourg regulating authority to be at least as strict as those stipulated in Community legislation; or - issued by other bodies belonging to the categories approved by the Luxembourg regulating authority, insofar as investments in these instruments are subject to investor protection rules which are equivalent to those laid down under the first, second or third points, and that the issuing body is a company with capital and reserves amounting to at least ten million Euros (10,000,000 Euros) and which presents and publishes its annual accounts pursuant to Directive 78/660/EEC, or a body which, within a group of companies including one or more listed companies, is dedicated to the financing of the group, or a body dedicated to financing securitisation vehicles benefiting from a bank line of finance. The fund may also invest in Transferable Securities and Money Market Instruments other than those referred to in points (a) to (e), provided such investments do not total more than 10% of the net assets of the Subfund. UNITS OF UCIs f) Units of UCITS authorised according to Directive 85/611/EEC and/or other UCIs within of the first and second indent the meaning of Article 1(2), of Directive 85/611/EEC as amended, whether situated or not in an EU Member State, provided that: - such other UCIs are authorised under the law which provide that they are subject to supervision considered by the CSSF [ the supervisory authority] to be equivalent to that laid down in Community law and that cooperation between authorities is sufficiently ensured; - the level of protection for unitholders in such other UCIs is equivalent to that provided for unitholders of UCITS and, in particular, that the rules assets segregation, borrowings, lending, uncovered sales of Transferable Securities and Money Market Instruments are equivalent to the requirements of Directive 85/611/EEC; - the business of such other UCIs is reported in half yearly and annual reports to enable an assessment of the assets, liabilities, income and operations over the reporting period; - no more than 10 % of the UCITS or of the other UCIs whose acquisition is contemplated, can according to their constitutional documents, in aggregated be invested in units of other UCITS or other UCIs. When the fund invests in the units of other UCITS and/or other UCIs which are managed, directly or by delegation, by any other company with which the fund is associated as part of a co-management or co-control agreement, or by means of a significant direct or indirect holding, the other company cannot charge subscription or redemption fees for the fund s investment in the units or shares of other UCITS and/or other UCIs. DEPOSITS WITH A CREDIT INSTITUTION g) deposits with a credit institution repayable on demand or have the right to be withdrawn and maturing in no more than 12 months, provided that the credit institution has its registered office in a Member State of the EU or, if the credit institution has its registered office in a non-member states,

13 provided that it is subject to prudential rules considered by the Luxembourg regulatory authority to be equivalent to those laid down in Community law. FINANCIAL DERIVATIVES h) financial derivatives, including equivalent instruments giving cash settled instrument, dealt in on a regulated market referred to in subparagraph (a), (b) and (c) above, and/or financial derivatives instrument dealt in over-the counter ( OTC derivatives ), provided that : - the underlying consists of instruments covered by points (a) to (g) above, financial indices, interest rates, foreign exchange rates or currencies in which the fund may invest according to its investment objectives; - the counterparties to OTC derivative transactions are institutions subject to prudential supervision and belonging to the categories approved by the Luxembourg regulating authority; and - the OTC derivative instruments are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time and at their fair value at the fund s initiative; B. Investment restrictions on eligible investments The following limits apply to the eligible investments referred to in point A above: TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS (1) A Subfund may invest no more than 10% of its net assets in Transferable Securities or Money Market Instruments issued by the same issuing body. (2) Furthermore, when a Subfund invests in Transferable Securities or Money Market Instruments which represent more than 5% of its net assets per issuing body, the total of all such investments must not exceed 40% of the net assets of the Subfund. This limit does not apply to deposits and OTC derivative transactions made with financial institutions which are subject to prudential supervision. (3) The 10% limit laid down in point (1) may be of a maximum 35% if the Transferable Securities or Money Market Instruments are issued or guaranteed by an EU Member State, its local public authorities, by a non-member State of EU, or by public international bodies of which one or more EU Member States are members and these securities are not to be included in the calculation of the 40% limit referred to in point (2). (4) Notwithstanding the aforementioned limits, each Subfund is authorised to invest, in accordance with the principle of risk-spreading, up to 100% of its assets in different Transferable Securities and Money Market Instruments issued or guaranteed by an EU Member State, its local authorities, by a Member State of the Organisation for Economic Cooperation and Development (OECD), such as the United States, or by public international bodies of which one or more EU Member States are members, provided (i) these securities belong to at least six different issues and (ii) the securities from any one issue may not exceed 30% of the net assets of the Subfund. (5) The 10% limit laid down in point (1) may be of a maximum of 25% for certain bonds when they are issued by a credit institution which has its registered office in an EU Member State and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested, in conformity with the law, in assets which, during the whole period of validity of the bonds, are capable of covering claim attaching to the bonds and which, in case of bankruptcy of the issuer, would be used on a priority basis for the repayment of principal and payment of the accrued interest. If a Subfund invests more than 5% of its assets in such bonds and issued by one issuer, the total value of these investments may not exceed 80% of the net asset value of this Subfund. (6) Without prejudice to the limits laid down in point (10) below, the limits laid down in point (1) are

14 increased to a maximum of 20% for investments in shares and/or bonds issued by the same body, when the fund s investment policy is to replicate the composition of a certain stock or bond index which is recognised by the Luxembourg regulating authority, on the following basis: - the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - it is published in an appropriate manner. The 20% limit is raised to 35% where that proves to be justified by exceptional market conditions, in particular in regulated markets where certain Transferable Securities or certain Money Market Instruments are highly dominant. Investment up to this limit is only permitted for a single issuer The securities referred to in point (6) are not to be included in the calculation of the 40% limit laid down in point (2). UNITS OF UCIs (7) Each Subfund may invest in UCITS and/or other UCIs provided that no more than 20% of its assets are invested in the units of a single UCITS or other UCI. For the purpose of the application of this investment limit, each Subfund of the UCITS or umbrella UCI in which the Company invests is to be considered as a separate issuer, provided that the principle of segregation the of the obligation of the various Subfunds vis-à-vis third parties is ensured. Total investments in other UCIs may not exceed 30% of the net assets of the Subfund. When a Subfund has acquired units of UCITS and/or another UCI, the assets of the respective UCITS and/or other UCI do not be have to combined for the purpose of the limits laid down in this section B. DEPOSITS WITH A CREDIT INSTITUTION (8) A Subfund may not invest more than 20% of its net assets in deposits with the same credit institution. FINANCIAL DERIVATIVES (9) The risk exposure to a counterparty of the Subfunds in an OTC derivative transaction may not exceed 10% of its net assets when the counterparty is a credit institutions referred in section A (g) above, or 5% of its assets in other cases. Furthermore, each Subfund will ensure that the overall risk linked to derivatives does not exceed its portfolio s total net value. The risks are calculated by taking into account the current value of the underlying assets, the risk exposure to a counterparty, the foreseeable market trend and the time available to liquidate the positions. Global exposure to the underlying assets must not exceed the investment limits set out in points (1), (2), (3), (5), (8), (9), (10) and (11). When the company invests in financial derivatives based on an index, the underlying investments are not combined with the limits set out in points (1), (2), (3), (5), (8), (9), (10) and (11). If a transferable security or money market instrument includes a derivative instrument, this derivative must be combined with the aforementioned investment restrictions. MAXIMUM EXPOSURE VIS-A-VIS THE SAME ISSUER (10) No Subfund may combine:

15 (i) investments in Transferable Securities or Money Market Instruments issued by a single body (subject to the 10% limit per issuer laid down in paragraph (1)), and/or (ii) deposits made with any single body (subject to the 20% limit set out in paragraph (8)), and/or (iii) risks arising from OTC derivative instruments transactions undertaken with a single body (subject to the respective 10% and 5% limits per issuing body set out in paragraph (9)) in excess of 20% of its net assets. No Subfund may combine: (i) investments in Transferable Securities or Money Market Instruments issued by a single body and subject to the 35% limit per issuing body laid down in point (3), and/or (ii) investments in certain bonds issued by a single body and subject to the 25% limit, and/or (iii) deposits made with any single body and subject to the 20% limit laid down in paragraph (8), and/or (iv) exposure arising from OTC derivative instruments with a single body and subject to the respective 10% and 5% limits per issuing body set out in point (9) in excess of 35% of its net assets. AUTHORISED INVESTMENTS ISSUED BY BODIES FROM THE SAME GROUP (11) Companies which are included in the same group pursuant to Directive 83/349/EEC of the Council of 13 June 1983 on consolidated accounts or in accordance to recognised international accounting rules, are regarded to be a single issuing body for the purpose of applying the limits defined in points (1), (2), (3), (5), (8), (9) and (10) above. (12) A Subfund may invest up to 20% of its net assets in transferable securities and/or money market instruments issued by companies within the same group. ACQUISITION LIMITS PER ISSUING BODY OF AUTHORISED INVESTMENTS (13) The fund may not (i) Acquire shares carrying voting rights which would enable it to exercise a significant influence over the management of an issuing body; (ii) Hold, in any Subfund or on behalf of the fund, more than 10% of non-voting shares of the same issuer; (iii) Hold, in any Subfund or on behalf of fund, more than 10% of debt instruments of the same issuer; (iv) Hold, in any Subfund or on behalf of fund, more than 10% of the money market instruments from any single issuer; (v) Hold, in any Subfund or on behalf of fund, more than 25% of the units of the same UCITS or other UCIs (all Subfunds combined). The limit laid down in the third, four, and five above may be disregarded at the time of acquisition if, at that time, the gross amount of the bonds or Money Market Instruments, or the net amount of the securities issued, cannot be calculated. The limits laid down in the points above do not apply to: a) Transferable Securities and Money Market Instruments issued or guaranteed by an EU Member State or its local authorities; b) Transferable Securities and Money Market Instruments issued or guaranteed by a non-eu Member State; c) Transferable Securities and Money Market Instruments issued by public international bodies of which one or more EU Member States are members;

16 d) Shares held in the capital of a company incorporated in a non-eu Member State, provided (i) this company invests its assets mainly in the securities of issuing bodies, (ii) where under the legislation of that state, such investment is the only way the fund to invest in securities of issuing bodies of that country, and (iii) the investment policy of this company complies with the risk diversification and control limitation rules laid down in this Prospectus. If the limits established in this section B are exceeded unintentionally by the fund or as a result of exercising subscription rights, the fund s priority objective must be to rectify this situation in its selling translations, taking into account the interests of the shareholders. C. Cash assets The fund may hold ancillary liquid assets. D. Unauthorised investments The fund may not: (i) (ii) (iii) (iv) invest in or carry out transactions in precious metals or certificates representative thereof, commodities, commodities contracts or certificates representing them; carry out uncovered sales of transferable securities, money market instruments or any of the other financial instruments mentioned in section A e), f) and h), insofar as this limit does not prevent the fund from holding bank deposits or other accounts relating to financial derivatives, authorised within the limits defined above; grant loans or act as guarantor for third parties, it being understood that, for this purpose (i) the acquisition of Transferable Securities, Money Market Instruments or other financial instruments that are not fully paid up and (ii) the portfolio s authorised securities lending, are not reputed to constitute a loan; borrow, for a Subfund, more than 10% of the total net assets of this Subfund, providing that borrowing transaction is being only on a temporary basis in order to meet extraordinary requirements such as share redemptions. The fund may, on the other hand, acquire foreign currencies for a Subfund through back-to-back credit. With the agreement of the Custodian Bank, the fund may impose supplementary investment restrictions at any time in order to meet the requirements of the country in which the shares are or will be distributed. E. Financial techniques and instruments General provisions For the purpose of efficient portfolio management and/or protecting its assets and commitments, the fund may, as part of its investment policy and within the limits of the investment restrictions, use financial derivatives authorised by Luxembourg law or the circulars published by the Luxembourg regulating authority, including, but not restricted to (i) put or call options on securities, indices and currencies, including OTC options, (ii) futures contracts on stock and interest rate indices and the related options; (iii) structured products whose securities are linked to or whose value depends on another security; (iv) warrants; and (v) swaps. Furthermore, the fund will ensure that the global exposure relating to derivative instruments does not exceed the total net value of the portfolio. The exposure is calculated by taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the investments. The fund may invest in derivative instruments as a part of its investment policy and within the investment limits, provided the total underlying assets do not exceed the investment limits laid down in points (1), (2), (3), (5), (8), (9), (10), and (11) of section B above

17 When a transferable security or money market instrument embeds a derivative instrument, the latter must be taken into account when complying the risk requirement monitoring and measures When transactions include the use of derivative instruments, a risk management process must be implemented from the time these transactions and financial instruments are used. (See Risk management section) Securities lending and borrowing transactions a) As part of a standardised securities lending system, up to 50% of the fund s transferable securities can be loaned for a maximum period of 30 days. This is subject to the provision that this standardised system is organised by a recognised securities settlement institution or by a first-class financial institution specialising in this type of transaction. Securities lending transactions may extend beyond a 30-day period and exceed 50% of the total valuation of the securities in the portfolio if the fund is entitled to cancel the agreement and have the securities loaned returned at any time. Within the context of its lending transactions, the fund must, in principle, receive collateral the value of which, at the time of arranging the agreement, must be at least equal to the total valuation of the securities loaned. This collateral must be in the form of cash and/or securities issued or guaranteed by a Member State of the OECD or by its regional public authorities or by supranational institutions and organisations with Community, regional or worldwide scope, blocked in favour of the fund until the termination of the lending agreement. This collateral will not be required if the securities are loaned through CLEARSTREAM or EUROCLEAR or any other institution that ensures that the lender is repaid the value of the securities loaned by means of collateral or otherwise. b) The fund may enter into repurchase agreements on transferable securities at any time, provided that the counterparty to these transactions is a first-class financial institution specialising in transactions of this type. During the repurchase agreement, securities acquired the contract by the fund may not be sold. The fund must keep repurchase agreement transactions at such a level as to enable it to meet its repurchase obligations at all times. C. RISK EXPOSURE Before investing in a Subfund, potential investors must take into account the risk factors mentioned below, which are inherent in any investment in funds: I. General information Market risk Any investment is subject to market risk, or rather the risk that the performance of a given investment may be unfavourable to the interests of the fund. Investments made by the different Subfunds are therefore subject to market fluctuations, a risk inherent in any investment in transferable securities. Investments and investment income may therefore go down as well as up. Price fluctuations in the investments made by the Subfunds and the resulting income may reduce the Net Asset Value of the respective Subfund. Therefore, investors may not receive back the full amount initially invested. The future valuation of the investments does not constitute a guarantee that this will be achieved. The fund cannot therefore guarantee that the objectives of the different Subfunds will actually be achieved. Exchange risk

18 Investment in the securities of issuing bodies from different countries and expressed in different currencies offers a greater profit potential than investments in the securities of issuing bodies of one country alone. Investments of this type, however, involve specific risks, linked particularly to exchange rate fluctuations, exchange control or any other restrictions that apply to this type of investment. Although the fund s investment policy hedges this type of investment against the exchange risk, no risk can be completely ruled out. Liquidity risk Liquidity risk exists when a particular financial instrument is either difficult to sell or difficult to buy. In our case, the fund can invest up to 10% of its net asset value in securities not listed on a stock market or a regulated market. The fund may therefore find itself unable to sell these securities in the short-term. Furthermore, the sale of these securities may be subject to specific contractual restrictions. In line with its investment policy, the fund may enter into forward or options transactions on certain securities. These investments carry specific liquidity risks that may arise from a fall in market activity or daily fluctuation limits. Some markets limit the daily fluctuation of futures contract prices by means of a daily limit system. Based on this principle, no transactions will take place on a given trading day if they are outside the daily limit. If the price of a futures contract reaches the daily limit, no further position may be taken or liquidated. There is a possibility that a futures contract will reach this limit on several consecutive days. In this case, it becomes difficult, even impossible, to liquidate the unfavourable positions rapidly, which may result in losses and a fall in the Net Asset Value of the Subfund in question. Economic and political uncertainty and instability Some emerging markets can be subject to social, political and economic uncertainties. Their political and social conditions can have an unfavourable effect on the fund s investments in emerging markets. Political changes could result in significant changes regarding taxation of foreign investors. These changes could relate to the legislation, the interpretation of the laws or the decisions based on which foreigners benefit from international tax treaties. Such changes could have a retroactive effect and a negative impact on the return on investment of the fund s shareholders. II. Specific risks relating to derivatives Derivatives can generate significant profits. However the inherent risks in this type of investment are, in some cases, greater than those inherent in traditional investments. As with any other investment, derivatives are subject to the aforementioned market and liquidity risks. They are also subject to the following risks: Management risk The investment and risk analysis techniques for derivatives are different from those of traditional investments. The use of derivatives requires a knowledge of the trends relating to both the derivative and its underlying element. It is therefore more difficult to evaluate the performance of a derivative in relation to the conditions of a given market. The complexity of derivatives requires the implementation of a suitable monitoring structure to control the transactions carried out, the evaluation of added risks and the evaluation of price, interest rate and exchange rate trends. The principal risk relating to derivatives therefore lies in the risk of the price of the derivative being fixed or valued incorrectly, and also in the inability to align the derivative with the underlying assets, rates and indices. Credit risk The fund may suffer losses on account of the failure of the parties to the derivative agreement to respect the conditions of the agreement. The credit risks relating to derivatives traded on the

19 stock exchange are generally lower than those relating to derivatives traded privately. The clearing house, as the issuing body or counterparty of the derivatives traded on the stock exchange, provides a performance guarantee. Furthermore, the daily payment system (hedging requirements) reduces the credit risk. III. Risk profile a) Types of Subfunds 1) Risk profile of Equities Subfunds The attention of subscribers to equities Subfunds is drawn to the fact that the transferable securities that make up these Subfunds are subject to the fluctuations inherent in equities and, particularly, to the volatility risk. There is a high risk associated with investments in equities because of the dependence of equity values on factors that are difficult to foresee. Particularly, these factors include a sudden or prolonged fall in the financial markets following economic, political or social events or financial difficulties, which may be experienced by one particular company. For investors, the major risk associated with all equity investments consists of the potential fall in value of this investment. Investments in this type of Subfund are subject to market fluctuations, and investors may risk getting back less than they invested. However, the transferable securities which make up these Subfunds are valued on each Valuation Date, based on the last price on the main market for the securities in question, based on their last known market value or based on their probable realisable value as determined in good faith by the Board of Directors. Insofar as these transferable securities are issued by particularly large companies, they will benefit from a high degree of liquidity. These Subfunds are aimed at informed investors wishing to benefit from equity trends on the different financial markets in the medium/long term. The minimum recommended investment period in this type of Subfund is 5 years. 2) Risk profile of Bond Subfunds: The attention of subscribers to bond Subfunds is drawn to the fact that they are exposed principally to the interest rate and credit risks associated with any bond investment. For investors, the major risk associated with any bond investment is the potential fall in value of this investment following (i) a rise in interest rates and/or (ii) a fall in the issuing body s rating, or even (iii) the issuing body s failure to repay the capital at term or the interest payments. For these reasons, investors may risk getting back less than they invested. These Subfunds are aimed at investors wishing to benefit from bond market trends in the medium or long term. The minimum recommended investment period in this type of Subfund is 3-5 years. 3) Risk profile of Liquidity Subfunds: The attention of subscribers to liquidity Subfunds is drawn to the fact that they are exposed principally to the interest rate risks associated with any liquidity investment. Given stock market fluctuations and the other risks to which investments in transferable securities and money market instruments are exposed, the value of shares can go down as well as up. These Subfunds are aimed at investors wishing to benefit from liquidity market trends in the short term. The minimum recommended investment period in this type of Subfund is 0-1 year. 4) Risk profile of Mixed Subfunds: The attention of subscribers to mixed Subfunds is drawn to the fact that Subfunds of this type are principally exposed to the risk associated with any equity and bond investment, as described in points 1), 2) and 3) above. Consequently, investors in this type of Subfund may risk getting back less than the amount they invested

20 However, Mixed Subfunds generally benefit from a wider risk diversification, making them less sensitive to the specific risks associated with Equities Subfunds. These Subfunds are aimed at informed investors wishing to increase the value of their capital through the dynamic diversification of their investments, while seeking a risk level below that associated with the equities market alone. The minimum recommended investment period in this type of Subfund is 3 years. b) Classifications In this Prospectus, we have given each Subfund a risk category. Distribution is based on standard deviation over the last 5 years. We have accounted for standard deviation relative to a benchmark index for Subfunds which did not exist during this period. Subfunds with a low standard deviation, otherwise known as a low risk, are found in class 0. Subfunds with a high standard deviation, hence implying a higher risk, are found in class 6. We recommend that potential investors contact their financial advisor(s) for further information about the risks inherent in investing in shares in funds. IV. Risk management The fund uses a method of risk management which makes it possible for the fund to check and measure, at all times, the risk linked to positions and their impact on the portfolio s overall risk profile. The fund s risk profile is monitored by taking into account the current value of the underlying assets, counterparty risk, future market trends and the time available to liquidate investments. 3. MANAGERS, CUSTODIAN BANK, ADMINISTRATIVE AGENT, TRANSFER AGENT, AUDITORS AND DISTRIBUTION MANAGERS A. MANAGERS The Board of Directors is assisted in its definition of the Subfunds general management policy by PETERCAM (LUXEMBOURG) S.A., Luxembourg, which has been appointed manager of all the Subfunds except for PETERCAM L EQUITIES EUROPE TRITON. PETERCAM (LUXEMBOURG) S.A. was formed on 9 January 1985 and has its registered office at 1A, Rue Pierre d'aspelt, L-1142 LUXEMBOURG. It is approved as an investment company by the Financial Sector Supervisory Commission and is authorised to carry out the following activities: professional acting on its own account, asset manager, broker, commission agent, financial adviser, distributor of units or shares of undertakings for collective investment with the ability to accept and make payments, and entity undertaking foreign exchange-cash transactions, pursuant to Articles 24C), 24D), and 29 of the Luxembourg law as amended of 5 April 1993 concerning the financial sector. The Board of Directors is also assisted by PETERCAM BANK, N.V., Amsterdam, which has been appointed manager of the Subfund PETERCAM L EQUITIES EUROPE TRITON