PROSPECTUS DATED JULY Minimum subscription amount GemEquity R unit FR Capitalisation euro All investors None. Denomination currency

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1 GemEquity PROSPECTUS DATED JULY 2017 I. General characteristics: I-1 Form of the UCITS Name: GemEquity This UCITS falls within the scope of European directive 2009/65/EC Legal form and member state in which the fund was created: Mutual fund (FCP) under French law. Date of creation and planned duration: The fund was created on 29 June 2012 for a term of 99 years. Overview of management offering: Units ISIN code Income distribution Denomination currency Characteristics Investors concerned Minimum subscription amount GemEquity R unit FR Capitalisation euro All investors None GemEquity I unit FR Capitalisation euro Intended essentially for institutional investors Initial subscription: minimum EUR (1) GemEquity R USD FR Capitalisation US Dollar All investors None unit GemEquity I USD Intended essentially for Initial subscription: FR Capitalisation US Dollar unit institutional investors minimum USD (1) S-GemEquity Intended essentially for Initial subscription: FR Capitalisation US Dollar USD unit institutional investors minimum USD (1) (1) With the exception of the management company, its shareholders and its employees who may purchase a single unit Location where the latest annual and interim reports can be obtained: The latest annual and interim documents are sent out within one week upon written request from the holder to: GEMWAY ASSETS 10, Rue de la Paix PARIS - FRANCE If necessary, further information can be obtained from the management company by calling +33 (0) I-2 Parties involved Management company : The management company was registered by the French Financial Markets Authority (hereafter AMF ) on 18/09/2012 under number GP GEMWAY ASSETS 10, Rue de la Paix PARIS - FRANCE Depository and custodian: BNP PARIBAS SECURITIES SERVICES Company limited by shares Registered office: 3, rue d'antin Paris Office address: Grands Moulins de Pantin 9, rue du Débarcadère Pantin Credit institution authorized by the French Prudential and Resolution Authority. The custodian's functions cover retention of assets, control of the regularity of the management company's decisions and monitoring of fund s cash flow. Potential conflicts of interest may arise in particular in the event that BNP Paribas Securities Services maintains commercial relations with the management company in addition to its function as custodian of the mutual funds. This may be the case when BNP Paribas Securities Services provides the Fund with fund administration services including the calculation of net asset values. The custodian delegates the custody of assets to be held abroad to local sub-custodians in states where it does not have a local presence. The remuneration of the sub-custodians shall be paid on the commission paid to the custodian and no additional costs shall be borne by the holder in respect of that function. The process of designating and supervising sub-custodians follows the highest quality standards, including the management of potential conflicts of interest that may arise in connection with such delegations. The list of sub-custodians is available at: 1

2 Auditor: MAZARS Represented by Gilles Dunand-Roux Exaltis 61, rue Henri Regnault Paris La Défense Cedex - FRANCE Marketer: GEMWAY ASSETS 10, Rue de la Paix Paris - FRANCE The list of marketers is not exhaustive as the fund is admitted for trading, including on Euroclear. This means that some marketers may not be mandated by or known to the management company. Delegated activities: The administrative and accounting management has been delegated to: SOCIETE GENERALE Securities Services Net Asset Value French public limited company, Immeuble Colline Sud 10, passage de l Arche Paris La Défense Cedex - FRANCE. The Asset Management Delegate performs the functions of fund administration (accounting, calculation of net asset value). Advisers: Nil. Paying agent by delegation: BNP PARIBAS SECURITIES SERVICES is in charge of receiving subscription and redemption orders. II. Operating and management procedures: II-1 General characteristics Characteristics of units or shares: GemEquity R Unit ISIN Code: FR GemEquity I Unit ISIN Code: FR GemEquity R USD Unit ISIN Code : FR GemEquity I USD Unit ISIN Code : FR S-GemEquity USD unit ISIN Code : FR Type of right attached to the unit class: Each unitholder has a co-ownership right in the fund s assets in proportion to the number of units held. Liability accounting: Liability accounting is performed by the custodian BNP PARIBAS SECURITIES SERVICES. It is pointed out that the units are administered under Euroclear France. Voting rights: As the fund is an undertaking for collective investment in transferable securities (UCITS), no voting rights are attached to the units held. Decisions concerning the fund are taken by the management company in the interest of the unitholders. Type of units: Bearer units. Decimalisation of units: Subscriptions and redemptions are admissible in thousandths of units. Closing date: Last trading day on the Paris stock market in December each year. Information on the tax scheme: This prospectus is not exhaustive of all possible tax consequences for each investor of subscribing, redeeming, holding and selling fund units. These consequences will vary in line with prevailing laws and practices in the country of residence, domicile or incorporation of the unitholder(s) as well as on the basis of his/her/its personal circumstances. Depending on your tax regime, your country of residence, or the jurisdiction from which you invest in this fund, any capital gains and income from holding fund units may be subject to taxation. You should consult a tax adviser as to the possible consequences of buying, holding, selling or redeeming fund units under the laws of your country of tax residence, ordinary residence or of your domicile. Neither the Management Company nor the promoters accept any responsibility whatsoever for the tax consequences that may arise for investors as a result of a decision to buy, hold, sell or redeem fund units. 2

3 The fund offers five capitalisation units; all unitholders are advised to consult a tax adviser regarding the regulations applicable in the unitholder s country of residence, having regard to the rules pertaining to his/her/its particular circumstances (individual, legal entity subject to corporation tax, other situations ). The rules applicable to French resident unitholders can be found in the French General Tax Code. In general, fund unitholders should consult their tax adviser or their usual account manager to determine the tax rules applicable to their particular circumstances. Pursuant to U.S. tax regulations, commonly referred to as FATCA (Foreign Account Tax Compliance Act), Unitholders might have to provide the Management Company or it agent with some information, including without limitation, identification information such as personal identify and places of residence (tax residence and domicile) in respect of each undertaking for collective investment, to ensure that the US Person are identified within the meaning of FATCA. This information may be provided to the United States tax authorities by the French tax authorities. Failure by any Unitholder to comply with this requirement could result on a 30% withholding tax levied on US sourced cash flows. Notwithstanding any diligences carried out by the Management Company in respect of FATCA, Unitholders are encouraged to ensure that the broker they used to invest into this AIF qualifies as Participating FFI All the provisions of the remuneration policy apply to "risk takers": they are identified in relation to the functions performed but also to their overall remuneration level, particularly if this is in the same range and if their professional activity may have a significant impact on the risk taken by the Management Company, the UCITS or the AIF managed. Within GEMWAY ASSETS, the "risk takers" correspond to the identified staff in relation to the functions exercised (Members of the Board of Directors and Executive Management, AIF and UCITS managers, Risk Controller). The policy applies to the following monetary compensation: (i) the fixed portion of the remuneration of the employees concerned and (ii) the variable part of the remuneration of the employees concerned. Details of the remuneration policy are available on the management company's website. II-2 Specific clauses Classification: INTERNATIONAL EQUITIES Investment objective: GemEquity is a dynamic fund seeking long-term performance through exposure to securities primarily issued in the emerging countries (Asia, Latin America, the Caribbean, Eastern Europe - including Russia and countries of the former USSR, the Middle East and Africa). Benchmark index: The performance of GemEquity may be compared to the MSCI Emerging Markets Free Index (USD), net dividends reinvested. Calculated by MSCI, this index is weighted by stock market capitalisation and takes into account the performance of the different stock markets of emerging countries in the broadest sense. The benchmark index is converted into EUR for EUR class units and remains in USD for USD class units. As the fund s management is not index-linked, its performance may depart significantly from the benchmark, which serves only for comparison purposes. Investment strategy: 1. Strategies used The management focuses on emerging equity markets with the willingness to benefit from the long term trend of rising purchasing power of emerging countries population. The management of GemEquity is based on a rigorous selection of securities known as stock-picking, with the stocks chosen as a result of implementing a process involving direct meetings with the companies in which the fund invests. A fundamental analysis of each file then follows, focusing mainly on five criteria which are: the management quality of the company; the quality of its financial structure; visibility of the company s future results and particularly its ability to generate free cash flows which are sustainable in the future; the prospects for growth in its sector; and the speculative aspect of the stock. 3

4 The selected files are thus subject to a very selective and qualitative process, but the investment strategy also integrates a macroeconomic approach in order to refine the asset allocation. The GemEquity portfolio comprises a selection of 60 to 100 different stocks. The investment strategy focuses on selecting securities that offer the best current or potential growth and are leaders on major markets in the emerging geographical areas. This approach leads naturally the investment manager to invest mainly in companies able to generate sustainable and growing Free Cash Flows at the expense of cyclical stocks. The stocks will essentially be large caps. However, the fund reserves the right to select small and mid caps (under USD 1 billion) within a limit of 10%. GemEquity has exposure of at least 75% to markets of emerging and eurozone countries and/or international equity markets. Depending on market trends and situations, GemEquity may also invest up to 25% of its net assets in bond securities, mainly issued by States, deemed to be investment grade bonds, i.e. rated at least BBB- by Standard & Poor s or equivalent. Lastly, within the context of its cash management, the fund reserves the right to invest: - up to 25% of its assets in investment grade negotiable debt securities - up to 10% of its assets in units or shares of coordinated or non-coordinated French and/or European UCITS. GemEquity may use derivative instruments as part of equity market risk hedging and exposure and/or as part of currency risk hedging. It is specified that the fund may be exposed to up to 100% in currencies other than the euro. The main currencies to which it will be exposed are the Hong Kong dollar, the US dollar, the Brazilian real, the Indian rupee, the Russian rouble, the South African rand and the Korean won. 2. Assets (excluding derivatives) A/Equities: GemEquity is constantly exposed to 75% equity risks through investments in the shares of companies listed mainly in emerging countries (Asia, Latin America, the Caribbean, Eastern Europe, the Middle East and Africa). The fund may also be exposed to equity risks through investments on the international equity markets of OECD and non-oecd countries, as well as on markets which are not in emerging countries and which are linked to the markets of emerging countries. The fund will invest in stocks of all capitalisations and from any economic sector. Up to 10% of the fund may, however, be reserved for investment in small and mid caps. The securities selected may or may not have voting rights. B/Debt securities and money market instruments: Within a limit of 25% in accordance with its investment strategy, the fund may invest: - in negotiable debt securities of unrestricted duration receivables, with fixed or variable rates. - in bonds of unrestricted duration, with fixed or variable rates. Within this framework, special attention is given to the credit quality of corporate issuers of such securities. Eligible securities are investment grade, that is to say they have a minimum BBB rating according to Standard & Poor s or equivalent. Management sets no limits in the breakdown between sovereign and private issuers. The manager does not set any particular constraints with respect to the geographical areas of the issuers, but will prioritize investments into leading international markets. The aforementioned ratings are those used by the manager at the time of the initial investment. Should the rating deteriorate during the investment period, the manager will analyse each situation on a case-by-case basis and decide on whether or not to retain the holding in question. The holding of securities which are deemed to be speculative or unrated shall remain subordinate. Informations relating to the financial guarantees of the UCITS: In the context of temporary acquisitions and sales of securities and OTC derivative transactions, the UCITS may receive securities and cash as collateral. The cash collateral received is reinvested in accordance with the applicable rules. Securities received as collateral may not be sold, reinvested or pledged as collateral. These securities must be liquid, transferable at all times and diversified and must be issued by high quality issuers that are not an entity of the counterparty or its group. 3. Investment in units of other Undertakings for collective Investment The fund may invest no more than 10% of its assets in units or shares of French and/or international UCITS, and in non-professional investment funds. These will be Collective Investment Undertaking of any AMF classification. 4. Derivative instruments The fund may deal in futures traded on international regulated, unregulated and/or over-the-counter markets. Within this framework, the fund may take positions: - in order to hedge the portfolio against equity market risk and against foreign exchange risk. - in order to expose the portfolio to equity market risk in line with the investment objective. The following instruments are used: 4

5 - index futures - options on securities and indices - currency options and futures The underlyings will be important indices representative of the geographic areas or countries the fund invests in. These transactions are limited to the amount of the fund s assets. Financial instruments are entered into with intermediaries selected by the management company that have no say on the composition or management of the Fund's portfolio. 5. Securities with embedded derivatives The manager may invest in European and/or international convertible bonds, particularly in the emerging countries. The manager may invest in securities with embedded derivatives (warrants, subscription certificates, convertible bonds etc.) traded on euro zone and/or international regulated or over-the-counter markets. Within this framework, the manager may take positions with a view to hedging the portfolio and/or exposing it to business sectors, geographical areas, interest rates, equities (any type of capitalisation), foreign exchange/currencies, securities, etc. in order to achieve the management objective. The use of securities with embedded derivatives, rather than other derivative instruments mentioned above, shall be justified notably by the manager s aim to optimise hedging or if necessary, to stimulate the portfolio by reducing the cost associated with the use of these financial instruments in order to achieve the management objective. In all cases, investments in securities with embedded derivatives must not exceed 20% of the net assets. 6. Deposits: None 7. Cash borrowing The fund may borrow cash. Without aiming to be a structural cash borrower, the fund may find itself in a debit position due to transactionrelated cash flows (ongoing investments and divestments, subscription/redemption transactions, etc.) up to a limit of 10% of the net assets. 8. Temporary purchase and sale transactions: Temporary purchase and sale transactions of securities may be made in accordance with the French Monetary and Financial Code. Such transactions are for cash management purposes and/or to optimise the fund s revenues. Risk profile: Your money will be primarily invested in financial instruments selected by the management company. These instruments are subject to market changes and risks. The list of risks below is not exhaustive: it is the investors duty to assess the risks inherent to each investment and to draw their own conclusions. The main risks to which investors are exposed are as follows: Capital risk: Yes The loss of capital arises when a unit is sold at a lower price than its purchase value. Unitholders are warned that the capital initially invested might not be returned. The fund has no capital guarantee or protection. Equity risk: Yes GemEquity has exposure of at least 75% to equities. If the equities or indices to which the portfolio is exposed decline, the net asset value of the fund could fall. There is a risk associated with investing in the emerging countries, deriving essentially from the operating and supervision conditions on these markets, which may differ from the standards prevailing on the major international markets and from political and regulatory factors. On small- and mid-cap markets, the volume of securities listed on the stock exchange is relatively low, and therefore market downturns are more significant and rapid than on large-cap markets. The net asset value of the UCITS may therefore decline more rapidly and more sharply. Currency risk: Yes This concerns the risk of a decline in investment currencies against the euro, the portfolio s benchmark currency. If a currency declines against the euro, the fund s net asset value may decrease. Risk arising from discretionary management: Yes The discretionary management style applied to the fund relies on stock selection. There is a risk that at any given point in time GemEquity will not be invested in the best-performing stocks. The fund s performance can therefore fall below the management objective. The net asset value of the fund can also show negative performance. Interest rate risk: Yes GemEquity has exposure of no more than 25% to fixed-income products. The net asset value of the fund can fall if interest rates rise. Credit risk: Yes Up to 25% of the fund is exposed to money market or bond instruments. The credit risk corresponds to the risk of a private issuer s credit quality falling or the issuer defaulting. The value of the debt or bond securities in which the fund is invested can fall, causing a drop in the fund s net asset value. 5

6 Counterparty risk: Yes Counterparty risk derives from the fund s use of forward financial instruments traded over-the-counter and/or temporary purchases and sales of securities. Such transactions potentially expose this fund to the risk that one of the counterparties may default. Investors concerned and typical investor profile: Investors concerned: - GemEquity R unit: all investors. - GemEquity I unit: intended essentially for institutional investors. - GemEquity R USD unit: all investors. - GemEquity I USD unit: intended essentially for institutional investors. - S-GemEquity USD unit: intended essentially for institutional investors. Typical investor profile: The fund is aimed at individual or institutional investors who are aware of the inherent risks in holding units in such a fund, which represents a high risk due to its investments in equities listed throughout the world. GemEquity may be used within unit-linked individual variable-capital life-insurance contracts. GemEquity can be used to support investment in UCITS managed by GEMWAY ASSETS. The fund reserves the right to invest in UCITS managed by GEMWAY ASSETS. The units of this UCITS are not and will not be registered in the United States under the US Securities Act of 1933 as amended (the 1933 Securities Act ) or listed under any other law of the United States. These units shall not be offered, sold or transferred in the United States (including its territories and possessions) or benefit, directly or indirectly, any US Person (as defined by regulation S of the 1933 Securities Act). The amount that may reasonably be invested in GemEquity depends on holders individual circumstances. In order to determine this amount, prospective investors are advised to take into consideration their personal and professional assets and wealth, their cash needs at present and over the next 5 years, as well as the degree to which they are willing to take equity market risks or not. They are also strongly advised to diversify their investments sufficiently so as not to expose them solely to the risks of this fund. Recommended investment period: more than 5 years Methods of determining and allocating revenues: Capitalisation of all income. Accounting of the coupons received. Characteristics of units: (denomination currencies, split, etc.) GemEquity R and GemEquity I units are denominated in EUR and decimalised in thousandths. GemEquity R USD, GemEquity I USD and S-GemEquity USD units are denominated in USD and decimalised in thousandths. Subscription and redemption conditions: For all shares class, Subscriptions and redemptions are admissible in quantity (thousandths of units) and as weel in amount. The launch value of GemEquity R and GemEquity I units is set at EUR 100. The launch value of GemEquity R USD and GemEquity I USD units is set at USD 100. The launch value of S-GemEquity USD is set at USD The minimum initial subscription for R units is 1 unit. Subsequent subscriptions may be made in thousandths of units. The minimum initial subscription for I units is EUR 250,000, with the exception of the management company, its shareholders and employees who may subscribe to a single unit. Subsequent subscriptions may be made in thousandths of units. The minimum initial subscription for R USD units is 1 unit. Subsequent subscriptions may be made in thousandths of units. The minimum initial subscription for I USD units is USD 250,000, with the exception of the management company, its shareholders and employees who may subscribe to a single unit. Subsequent subscriptions may be made in thousandths of units. The minimum initial subscription for S USD units is USD , with the exception of the management company, its shareholders and employees who may subscribe to a single unit. Subsequent subscriptions may be made in thousandths of units. 6

7 Subscription and redemption applications are centralised each trading day before noon with the custodian: BNP PARIBAS SECURITIES SERVICES Les Grands Moulins de Pantin 9, Rue du Débarcadère Pantin - FRANCE and are executed on the basis of the next net asset value calculated on the closing prices on the day that the applications are cleared. Subscription and redemption applications received after noon are executed on the basis of the net asset value following that mentioned above. Settlement is performed on D+2. The net asset value is calculated on a daily basis apart from on days on which the Paris stock exchange is closed. In application of Article L of the French Monetary and Financial Code, the fund s redemption of its own units, as well as the issue of new units, may be temporarily suspended by the management company where required by exceptional circumstances and in the interests of the holders. The net asset value is available from the management company. Fees and Commissions: Subscription and redemption fees: Fees charged to the investor, deducted upon subscription and redemption Subscription fee not retained by the UCITS Basis net asset value number of units Rate R units: maximum 3% I units: maximum 1% R USD units: maximum 3% I USD units: maximum 1% S USD units: maximum 1% Subscription fee retained by the UCITS None None Redemption fee not retained by the UCITS net asset value number of units R units: maximum 2% I units: maximum 1% R USD units: maximum 2% I USD units: maximum 1% S USD units: maximum 1% Redemption fee retained by the UCITS None None 1 Fees charged to the UCITS Management fees Management fees other than management company fees (auditors, custodian, distribution, lawyers) Basis Net assets Rate R units: maximum 2.10% incl. taxes I units: maximum 1.05% incl. taxes R USD units: maximum 2.10% incl. taxes I USD units: maximum 1.05% incl. taxes S USD units: maximum 0.9% incl. taxes 2 Maximum indirect fees (advisory fees and commissions) Net assets 3 Transaction commissions Deducted on each transaction 4 Outperformance commission Net assets As the UCITS can be invested up to 10% in units or shares of other UCITS, additional fees may be applicable. These fees are included in the percentage of the annual ongoing fees, as described in the KIID For the asset management firm : None Custodian fees : between 6 and 80 euros (incl. taxes) on each transaction, depending on the country R and I units: 15% maximum of the positive outperformance above the MSCI Emerging Markets Index, converted into EUR and with net dividends reinvested R USD and I USD units: 15% maximum of the positive outperformance above the MSCI Emerging Markets Index, in USD and with net dividends reinvested S USD units: None 7

8 Outperformance commission calculation method: Variable management fees are charged for the benefit of the management company on the following basis: 15% incl. taxes of the performance above the index, reinvested net dividends. The variable management fee provision is adjusted during each NAV calculation, based on 15% including tax of the outperformance of the fund compared with the MSCI Emerging Markets Index, converted into euros, reinvested net dividends for R and I units. The variable management fee provision is adjusted during each NAV calculation, based on 15% including tax of the outperformance of the fund compared with the MSCI Emerging Markets Index, in USD, reinvested net dividends for R USD and I USD units. The variable management fee provision will be applied only when the fund outperforms the index and solely on the positive part of this outperformance. In the event of an underperformance by the UCITS compared to the benchmark, this provision is readjusted through reversals of provisions. A provision reversal may not exceed the value of the provision. Outperformance will be calculated for the first time starting from the launch day of R and I units. Variable management fees charged by the management company are paid annually, on the last trading day of December. The period for calculating the performance fee is the year of the fund, with the exception of the first year of the units for which the reference period will be between the unit launch date and the last business day of the month of December 2013 for R and I units. The period for calculating the performance fee is the year of the fund, with the exception of the first year of the units for which the reference period will be between the unit launch date and the last business day of the month of December 2016 for R USD and I USD units. The variable management fees are due only if the net asset value at year-end is greater than the original nominal for the first year, and than the net asset value at the end of the previous year for subsequent financial years. In the event that a unit is redeemed and a provision for variable management expenses exists, the part proportional to the units reimbursed is paid to the fund management company. III. Commercial Information: Requests for information and documents relating to the fund may be addressed directly to the management company: GEMWAY ASSETS 10, Rue de la Paix PARIS - FRANCE The net asset value of the fund is available from the management company upon request. Unitholders of the UCITS may obtain additional information from the management company s website ( in relation to the consideration given in GEMWAY ASSETS s investment policy to environmental, social and quality of governance criteria and as well the voting policy of the company. Investment restrictions The Units have not been, and will not be, registered under the U.S. Securities Act of 1933 or qualified under any applicable U.S. state statutes, and the Units may not be transferred, offered or sold in the United States of America (including its territories and possessions) or to or for the benefit of, directly or indirectly, any U.S. Person (as defined in Regulation S in the U.S. Securities Act of 1933), except pursuant to registration or an applicable exemption. The fund is not, and will not be, registered under the 1940 Act, and investors will not be entitled to the benefit of registration under the 1940 Act. Any resales or transfers of the Units in the U.S. or to U.S. Persons may constitute a violation of U.S. law and requires the prior written consent of the Company. The Company, however, reserves the right to make a private placement of its Shares to a limited number or category of U.S. Persons. Any resales or transfers of the Shares in the U.S. or to U.S. Persons may constitute a violation of U.S. law and requires the prior written consent of the management company of the FCP. Applicants for Units will be required to certify in writing that they are not U.S. Persons. The management company of the fund have the power to impose restrictions on the unitholdings by and consequently to redeem Units held by, or the transfer of Shares / Units to, any U.S. Person. Such power covers any person who appears to be in breach of the laws or requirements of any country or government authority, or by any person or persons in circumstances (whether directly or indirectly affecting such person or persons, and whether taken alone or in conjunction with any other persons, connected or not, or any other circumstances appearing to the management company of the fund to be relevant) which, in the opinion of the management company of the fund might result in the fund suffering any disadvantage which the fund might not otherwise have incurred or suffered. The Units have not been approved or disapproved by the SEC, any state securities commission or other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. Unitsholders are required to notify the fund immediately in the event that they become U.S. Persons. Unitholders who become U.S. Persons will be required to dispose of their Shares / Units at any time to non-u.s. Persons. The fund reserves the right to repurchase any Shares / Units which are or become owned, directly or indirectly, by a U.S. Person or if the holding of the Units by any person is unlawful or detrimental to the interests of the fund. 8

9 IV. Investment rules: Regulatory ratios applicable to the fund: The legal investment rules applicable to the fund are those that govern UCITS-compliant funds investing less than 10% of their assets in other UCITS, as well as those applicable to its INTERNATIONAL EQUITIES. The fund has adopted the commitment method for the calculation of its overall risk. Procedure for intermediate choices : Rules reminder : n executing orders in the light of price, cost, timeliness, probability of completion and Regulation, the size, the nature of the order (..). (Article ) oned above (...). n of the entities selected under this policy and to carry out an annual review of this policy Gemway Assets conducts half-yearly brokers evaluation. - The evaluation criteria set by Gemway Assets are: 1 - the ability to find liquidity (including block negotiation, flow list...) and best quality of orders executions 2 - assistance with business meetings 3 - the successful settlement of orders 4 - the quality of analysis and sales support V. Asset valuation and accounting rules: V-1 - Asset valuation rules A - Valuation method Financial instruments and securities traded on a regulated market are valued at market price. Notwithstanding this, the instruments below are valued using specific methods: - Debt securities and equivalent negotiable instruments which are not involved in significant transactions are valued using an actuarial method, as the rate used is that which is applicable for issues of allocated equivalent securities, and where necessary, a differential representative of the intrinsic characteristics of the issuer is used. However, negotiable debt securities with a residual maturity of 3 months or less, in the absence of a particular sensitivity, may be valued using the straight-line method. - Negotiable debt securities with a maturity of less than 3 months are valued at the purchase negotiating rate. The amortisation of the premium or the discount is applied on a straight-line basis over the term of the negotiable debt security. - Negotiable debt securities with a maturity of more than 3 months are valued at market rate. - Units or shares of UCITS are valued at the last known net asset value. - Securities coming under temporary purchase or sale agreements are valued in accordance with the regulations in force, based on the terms of the original agreement. Warrants or subscription certificates obtained free of charge during private placements or capital increases are valued as of their listing on a regulated market or the organisation of an over-the-counter market. Contracts: - Futures are valued at the settlement price and options are valued on the basis of the security used. - The market price for futures is equal to the price in EUR multiplied by the number of contracts. - The market price for options is equal to their conversion into the underlying equivalent. - Interest rate swaps are valued at market rate, in accordance with the contractual provisions. - Off-balance-sheet transactions are valued at market price. Financial instruments for which a price has not been recorded on the valuation date, or for which the price has been adjusted, are valued at their probable trading value by the Board of Directors of the management company. The auditor will be provided with these valuations and their justification when he carries out his audits. B - Practical methods Shares and bonds are valued on the basis of prices taken from the Finalim and Bloomberg databases, depending on their listing market. The research options are completed by Télékurs Fin xs and Reuters Securities 3000 : - Asia-Oceania: taken at noon for a quotation at the closing price of that day. - America: taken at 9 a.m. for a quotation at the closing price of the previous day. taken at 4.45 p.m. for a quotation at the opening price of that day. - Europe excluding France: taken at 7.30 p.m. for a quotation at the closing price of that day. taken at 2.30 p.m. for a quotation at the opening price of that day. 9

10 taken at 9 a.m. for a quotation at the price of D-1. - France: taken at noon and 4 p.m. for a quotation at the opening price of that day. taken at 5.40 p.m. for a quotation at the closing price of that day. - Contributors: taken at 2 p.m. for a quotation subject to the availability of prices. Positions on the futures markets at each net asset value are valued on the basis of the settlement prices of that day. Positions on the options markets at each net asset value are valued according to the principles used for their underlying. - Asia-Oceania: taken at noon - America: taken at 9 a.m. on D+1 - Europe (excluding France): taken at 7.30 p.m. - France: taken at 6 p.m. V-2 - Accounting method The accounting method used for recording income from financial instruments is the coupons received method. The accounting method for recording transaction fees is exclusive of expenses. VI. Incomes: Article The prospectus of the UCITS shall contain the information necessary to enable investors to make an informed decision about the investment proposed to them, including the risks inherent by the investment. The prospectus includes: the details of the updated remuneration policy, particularly: - A description of how the remuneration and benefits are calculated, the identity of the persons responsible for the award of remuneration and benefits - The composition of the compensation committee, when such a committee exists; A summary of the remuneration policy and a statement indicating that the details of the updated remuneration policy are available on a website. These details of the compensation policy include: - A description of how the remuneration and benefits are calculated, the identity of the persons responsible for the award of remuneration and benefits; - The composition of the compensation committee, when such a committee exists. 10

11 GemEquity Fund Regulations Article 1 - Co-owned units PART 1 - ASSETS AND UNITS Co-owners rights are represented by units, with each unit corresponding to the same fraction of the fund s assets. Each unitholder has a co-ownership right in the fund s assets in proportion to the number of units held. The term of the fund is 99 years starting from its creation date, except in the event of early dissolution or extension as set forth in these regulations. The characteristics of the different unit classes and their access conditions are specified in the fund s prospectus. The different share classes may: - Benefit from different methods of income distribution; (distribution or capitalisation) - Be denominated in different currencies; - Bear different management fees; - Bear different subscription and redemption fees; - Have a different nominal value; - Include systematic total or partial risk hedging, as set out in the prospectus. The said hedging is provided by means of financial instruments, thus minimising the impact of hedging transactions on other unit classes in the UCITS; - Be reserved for one or more marketing networks. The fund has the option to combine or split its units. Following a decision by the management company, the units may be split into tenths, hundredths, thousandths or ten-thousandths, which are referred to as fractions of units. The provisions of the regulations governing the issue and redemption of units apply to fractions of units, the value of which will always be in proportion to that of the unit which they represent. Unless stated otherwise, all other provisions contained in the regulations that relate to units also apply to fractions of units, without the need to specify this. The management company may also decide, at its sole discretion, to split the units by issuing new units, which will be allocated to holders in exchange for their former units. Article 2 - Minimum amount of assets No units may be redeemed if the assets of the fund fall below EUR 300,000. In this case, and unless the fund s assets were to return once again to an amount higher in the meantime, the management company will take the necessary steps to merge or wind up the fund within thirty days. Article 3 - Issue and redemption of units Units are issued at any time at the request of the holders, based on their net asset value plus, where applicable, subscription fees. Subscriptions and redemptions are carried out in accordance with the conditions and procedures set forth in both the KIID and prospectus. The mutual fund s units may be listed on the stock exchange in accordance with the regulations in force. Subscriptions must be fully paid up on the day the net asset value is calculated. Subscriptions may be paid in cash and/or by contribution of transferable securities. The management company is entitled to refuse any securities offered and, to this end, must notify its decision within seven days of the securities being deposited. If they are accepted, the securities contributed are valued according to the rules laid down in Article 4 and the subscription is based on the first net asset value following acceptance of the securities concerned. Units may only be redeemed in cash, except where the fund is liquidated and the unitholders have agreed to be reimbursed in securities. They are settled by the issuer account keeper within a maximum of five days following the date on which the unit is valued. However, if exceptional circumstances require that the assets included in the fund be realised before the reimbursement can take place, this period may be extended without exceeding 30 days. Except in the event of inheritance or an inter vivos settlement, the sale or transfer of units between holders, or from holders to a third party, is tantamount to a redemption followed by a subscription. In the case of a third party, the sale or transfer amount must, where applicable, be supplemented by the beneficiary to reach at least that of the minimum subscription required pursuant to the prospectus. In application of Article L of the French Monetary and Financial Code, the fund s redemption of its own units, as well as the issue of new units, may be temporarily suspended by the management company where required by exceptional circumstances and in the interests of the holders. If the net assets of the fund fall below the amount provided for by regulations, no units may be redeemed. Possibility of minimum subscription conditions, as set out in the prospectus. 11

12 The fund may cease to issue shares, pursuant to paragraph two of Article L of the French Monetary and Financial Code, in objective situations entailing the closure of subscriptions, such as the issue of a maximum number of units or shares, a maximum amount of assets achieved or the expiry of a determined subscription period. The said objective situations are set out in UCITS prospectus. Article 4 - Calculation of the net asset value The net asset value of the units is calculated by taking into account the valuation rules stated in the prospectus. Article 5 - Management company PART 2 - OPERATION OF THE FUND The fund is managed by the management company in accordance with the strategy defined for the fund. The management company acts at all times on behalf of the unitholders and has the exclusive right to exercise the voting rights attached to the securities held in the fund. Article 5 bis - Operating rules The instruments and deposits eligible for inclusion in the UCITS assets as well as the investment rules are described in the prospectus. Article 6 - Custodian The custodian carries out the assignments entrusted to it, pursuant to the legal and regulatory provisions in force, as well as those contractually assigned to it. In the event of a dispute with the management company, it shall notify the AMF ( Autorité des marchés financiers ). Article 7 - Auditor Following the approval of the AMF, an auditor is appointed for six financial years by the Board of Directors of the management company. The auditor will carry out due diligence procedures and checks required by law and notably certify, whenever required, the accuracy and consistency of the financial statements and accounting information contained in the management report. The auditor s term of office may be renewed. He will notify the AMF as well as the management company of the fund of any inconsistencies and inaccuracies detected whilst carrying out his assignment. Asset valuations and the determination of the exchange parities in conversion, merger or demerger transactions will be carried out under the auditor s supervision. The auditor will assess all contributions in kind and, under their own responsibility, will draw up a valuation and remuneration report. The auditor will certify accuracy of the asset composition and other information prior to publication. The auditor s fees are agreed between the auditors and the Board of Directors of the management company in view of a programme of work specifying the due diligence checks that are deemed necessary. In the event of the fund s liquidation, the auditor will value the assets and draw up a report on the conditions of this liquidation. He will confirm the statements serving as a basis for the distribution of interim payments. The auditor s fees are included in the management fees. Article 8 - Financial statements and management report At the end of each financial year, the management company will prepare the summary financial statements together with a report on the fund s management for the past financial year. The management company will establish the inventory of assets of the UCI on a half-yearly basis as a minimum, and under the control of the custodian. All of the aforementioned documents will be checked by the auditors. The management company makes these documents available to unitholders within four months of the end of the financial year and notifies unitholders of the amount of income to which they are entitled: these documents will be sent out by mail if expressly requested by the unitholders or made available to them at the management company. 12

13 Article 9 - Allocation of income and distributable sums PART 3 - ALLOCATION OF INCOME Net income for the financial year is equal to the amount of interest, arrears, dividends, premiums and lots, directors fees and all revenues generated by the securities held in the portfolio of the fund, plus income generated by temporary cash holdings, less management fees and borrowing costs. The sums available for distribution correspond to the net income for the financial year plus retained earnings, plus or minus the balance of revenue adjustment accounts in respect of the past financial year. The management company determines how income is to be distributed. The distributable sums are fully capitalised apart from those sums which are subject to compulsory distribution by law. Article 10 - Merger - Spin-off PART 4 - MERGER - DEMERGER - WINDING UP - LIQUIDATION The management company may transfer, in whole or in part, the assets contained in the fund to another UCITS which it manages or divide the fund into two or several other funds which it will manage. These merger or demerger transactions may only be carried out one month after notifying the holders. They will give rise to the issue of a new certificate specifying the number of units held by each holder. Article 11 - Dissolution - Extension If the assets of the fund were to remain lower than the amount specified in Article 2 above for a period of thirty days, the management company will notify the AMF and will wind up the fund, unless a merger takes place with another mutual fund. The management company may wind up the fund ahead of term. It will notify the unitholders of its decision and no further subscription or redemption applications will be accepted from this date. The management company will also wind up the fund in the event of an application to redeem all the units, if the role of the custodian is terminated, if no other custodian has been appointed, or on expiry of the term of the fund, unless the term has been extended. The management company will notify the AMF by post of the winding-up date and the procedure adopted. It will then send the statutory auditors report to the AMF. The management company may decide to extend the term of a fund by agreement with the custodian. Its decision must be made at least 3 months prior to the expiry of the fund s specified term and notified to the unitholders and the AMF. Article 12 - Liquidation If the fund is wound up, either the custodian or the management company will be responsible for the liquidation operations. For this purpose, they possess the broadest powers to sell the fund s assets, settle liabilities, if any, and allocate the balance in cash or in securities to the unitholders. The auditor and the custodian will continue to perform their duties until the liquidation has been completed. Article 13 - Jurisdiction - Address for service PART 5 - DISPUTES Any disputes arising in connection with the fund during the period of operation thereof, or during its liquidation, either between the unitholders, or between the unitholders and the management company or the custodian, shall be subject to the jurisdiction of the competent courts. 13

14 Offering Memorandum Addendum for Switzerland 14

15 IMPORTANT INFORMATION FOR INVESTORS IN SWITZERLAND The Fund is considered foreign investment schemes pursuant to Art. 119 of the Swiss Federal Collective Investment Schemes Act (CISA). No application has been submitted to the Federal Financial Market Supervisory Authority (FINMA) to obtain approval within the meaning of Art. 120 CISA to publicly advertise, offer or distribute the investment in or from Switzerland, and no other steps have been taken in this direction. As a result, the investment is not registered with FINMA. Any offer or sale must therefore be in strict compliance with Swiss law, and in particular with the provisions of the Collective Investment Schemes Act and its implementing ordinances, and FINMA circular 2013/9 on distribution of collective investment schemes. Pursuant to the Collective Investment Schemes Act and its implementing ordinances, the units may not be offered, marketed or distributed to the public in or from Switzerland, but only to qualified investors according to art. 10 sections 3, 3bis and 3ter CISA. SWISS REPRESENTATIVE: Oligo Swiss Fund Services SA, Av. Villamont 17, 1005 Lausanne, Switzerland has been appointed as Swiss Representative of the Fund. PAYING AGENT IN SWITZERLAND: Banque Cantonale de Genève, 17, quai de l Ile, 1204 Geneva, Switzerland has been appointed as Paying Agent of the Fund in Switzerland. PLACE WHERE THE RELEVANT DOCUMENTS MAY BE OBTAINED Any Fund Documentation, including the Prospectus, the Articles of Incorporation and annual reports issued by the Fund from time to time may be obtained free of charge from the Swiss Representative in Lausanne. RETROCESSIONS Retrocessions are deemed to be payments and other soft commissions paid by the Fund management company and its representatives for distribution activities in respect of fund units. Retrocessions are normally paid from the management fee, the performance fee and/or the distribution fee, and on the basis of a written contract. In respect of distribution in Switzerland, the granting of retrocessions is permitted, irrespective of the contractual relationship between the recipient of the retrocession and the investor (asset management agreement, advisory agreement, execution only) and irrespective of whether the service qualifies as distribution or is not deemed to be distribution pursuant to Art. 3 CISA. In respect of distribution in Switzerland, the Fund management company and its representatives could pay retrocessions for distribution activities to distributors or distribution partners. The recipients of the retrocessions must ensure transparent disclosure and inform investors, unsolicited and free of charge, about the amount of remuneration they may receive for distribution. On request, the recipients of retrocessions must disclose the amounts they actually receive for distributing the collective investment schemes of the investors concerned. REBATES Rebates are defined as payments by the Fund management company and their representatives directly to investors from a fee or cost charged to the Fund with the purpose of reducing the said fee or cost to a contractually agreed amount. In respect of distribution in or from Switzerland, the Fund management company and their representatives do not pay any rebates to investors. PLACE OF EXECUTION AND JURISDICTION: The place of execution and jurisdiction for any disputes relating to the distribution of shares of the Fund in and from Switzerland shall be the registered office of the Representative in Switzerland. 15