Variospecial SICAV-SIF. Offering Document. For qualified investors in Switzerland

Transcription

1 Variospecial SICAV-SIF Investment company with variable capital Specialised Investment Fund under Luxembourg law Offering Document For qualified investors in Switzerland

2 June 2017

3 IMPORTANT INFORMATION Unless otherwise defined, capitalised terms used throughout this Offering Document shall have the meanings ascribed to such terms in the Section 1. "Definitions" of the General Section. Subscriptions are based on this Offering Document as well as on the Articles in conjunction with the Fund's most recent annual report. This Offering Document is submitted on a confidential basis to a number of Well-Informed Investors who have expressed an interest in purchasing Shares in Variospecial SICAV-SIF (the Fund ), a Luxembourg fonds d'investissement specialisé (specialised investment fund) organised as a société d'investissement à capital variable (investment company with variable capital) and formed as a société anonyme (public limited company) in accordance with the Law of The offering of Shares shall only take place in accordance with all applicable laws and regulations and all related contractual obligations. The distribution of this Offering Document and the offering of Shares in certain other jurisdictions may be restricted. Persons into whose possession this Offering Document comes are required by the Fund to inform themselves about and to observe any such restrictions. This Offering Document does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The Shares are restricted to Eligible Investors and all restrictions on distributions in specific jurisdictions that may be set forth in this Offering Document are to be construed accordingly. This Offering Document has been prepared solely for the consideration of prospective Well-Informed Investors in the Fund and is circulated to a limited number of Well-Informed Investors on a confidential basis solely for the purpose of evaluating an investment in the Fund. This Offering Document supersedes and replaces any other information provided by the Board of Directors and its respective representatives and agents in respect of the Fund. However, the Offering Document is provided for information only, and is not intended to be and must not alone be taken as the basis for an investment decision. By accepting this Offering Document and any other information supplied to potential Investors by the Board of Directors, the recipient agrees that such information is confidential. Neither it nor any of its employees or advisors will use the information for any purpose other than for evaluating an investment in the Fund or divulge such information to any other party and acknowledges that this Offering Document may not be photocopied, reproduced or distributed to others without the prior written consent of the Board of Directors. Each recipient hereof by accepting delivery of this Offering Document agrees to keep confidential the information contained herein and to return it and all related materials to the Fund if such recipient does not undertake to purchase any of the Shares. The information contained in the Offering Document and any other documents relating to the Fund may not be provided to persons (other than professional advisors) who are not directly concerned with any Investor's decision regarding the investment offered hereby. By accepting this Offering Document, potential Investors in the Fund are not to construe the contents of this Offering Document or any prior or subsequent communications from the Fund, the Board of Directors, the service providers of the Fund or any of their respective officers, members, employees, representatives or agents as investment, legal, accounting, regulatory or tax advice. Prior to investing in the Shares, potential Investors should conduct their own investigation and analysis of an investment in the Fund and consult with their legal advisors and their investment, accounting, regulatory and tax advisors to determine the consequences of an investment in the Shares and arrive at an independent evaluation of such investment, including the applicability of any legal sales or investment restrictions without reliance on the Fund, the Board of Directors, the service providers of the Fund or any of their respective officers, members, employees, representatives or agents. Neither the Fund, the Board of Directors, the service providers - 3 -

4 of the Fund nor any of their respective officers, members, employees, representatives or agents accepts any responsibility or liability whatsoever for the appropriateness of any potential Investors investing in the Fund. The Shares have not been registered under the United States Securities Act of 1933 (the "Securities Act"), and the Fund has not been registered under the United States Investment Company Act of The Shares may not be offered, sold, transferred or delivered, directly or indirectly, in the United States, its territories or possessions or to US Persons (as defined in Section 2 Definitions). Neither the Shares nor any interest therein may be beneficially owned by any US Person. The Fund may repurchase Shares held by a US Person or refuse to register any transfer to a US Person as it deems appropriate to assure compliance with all applicable laws and regulations to which the Fund is subject as more detailed described within Section 11 REDEMPTION OF SHARES" and Section 10.7 RESTRICTIONS ON OWNERSHIP OF SHARES. The text of the Articles is integral to the understanding of this Offering Document. Potential Investors should review the Articles carefully. In the event of any inconsistency between this Offering Document and the Articles, the Articles shall prevail. Prior to investing in Shares, potential Investors should obtain a copy of the relevant Subscription Form which contains, inter alia, representations on which the Fund may accept subscription for Shares. The Articles, the Service Agreements, the Subscription Form and related documentation are described in summary form herein; these descriptions do not purport to be complete and each such summary description is subject to, and qualified in its entirety by reference to, the actual text of the Articles, the Service Agreements, the Subscription Form and related documentation, including any amendment thereto. Data protection Pursuant to data protection law applicable in Luxembourg (including, but not limited to, the amended Luxembourg law of 2 August 2002 on the Protection of Persons with regard to the Processing of Personal Data, as amended from time to time) any personal data that is furnished in connection with an investment in the Fund may be held on computers and processed by the Fund, acting as data controller, as well as its various service providers, mainly the AIFM, the Investment Manager(s), the Depositary, the Transfer Agent and Registrar, Domiciliary Agent, Paying Agent and Administrator (each as defined in the Offering Document) and their affiliates and agents (together hereafter the Entities ) acting as data processors. Personal data may be processed by the Entities as well as the Fund for the purposes of carrying out their services and complying with applicable legal or regulatory obligations including but not limited to such obligations in Luxembourg as well as in other jurisdictions under applicable company law, anti-money laundering law and regulations and tax laws such as but not limited to FATCA (Foreign Account Tax Compliance Act), automatic exchange of information (under the Euro-CRS Directive) or similar laws and regulations. Personal data shall be disclosed to third parties where necessary for legitimate business interests only. This may include disclosure to third parties such as governmental or regulatory bodies including tax authorities, auditors and accountants in Luxembourg as well as in other jurisdictions. Agents of the Entities may include investment managers, investment advisers, paying agents, subscription and redemption agents, distributors as well as permanent representatives in places of registration and any other agents of the Entities who may process the personal data for carrying out their services and complying with legal and regulatory obligations as described above. By subscribing and/or holding shares of the Fund Investors are deemed to be providing their consent to the aforementioned processing of their personal data and, in particular, the disclosure of such data to, and the processing of such data by the parties referred to above including parties situated in countries outside of the European Union which may not offer a similar level of protection as the one deriving from Luxembourg data protection law. Investors acknowledge that the transfer of their personal data to these parties may transit via and/or their personal data may be processed by parties in countries which may not have data protection requirements deemed equivalent to those prevailing in the European Union. Investors may request access to, rectification of or deletion of any personal data provided to any of the parties above or stored by any of the parties above in accordance with applicable data protection law. While the Fund and the Entities have taken reasonable measures to ensure confidentiality of the personal data, due to the fact that such data is transferred electronically and available outside of Luxembourg, the same level of confidentiality and the same level of - 4 -

5 protection in relation to data protection law as currently in force in Luxembourg may not be guaranteed while the personal data is kept abroad. The Fund will accept no liability with respect to any unauthorised third party receiving knowledge and/or having access to the Investor's personal data, except in case of wilful negligence or gross misconduct of the Fund. Personal data shall not be held for longer than necessary with regard to the purpose of the data processing, subject always to applicable legal minimum retention periods

6 Table of Contents IMPORTANT INFORMATION... 3 DIRECTORY AND CONTACT DETAILS DEFINITIONS THE FUND MANAGEMENT AND ADMINISTRATION OF THE FUND INVESTMENT OBJECTIVES AND POLICIES INVESTMENT RESTRICTIONS PROCEDURES FOR CHANGING THE INVESTMENT STRATEGY AND/OR POLICY OF THE FUND OR SUBFUND LEVERAGE ELIGIBLE INVESTORS SHARE CAPITAL AND SHARES SUBSCRIPTION OF SHARES REDEMPTION OF SHARES CONVERSION OF SHARES TRANSFER OF SHARES PROTECTION AGAINST LATE TRADING AND MARKET TIMING PRACTICES ANTI-MONEY LAUNDERING AND TERRORIST FINANCING REQUIREMENTS CALCULATION OF THE NET ASSET VALUE TEMPORARY SUSPENSION OF THE CALCULATION OF THE NET ASSET VALUE RISK CONSIDERATIONS GENERAL MEETING FINANCIAL YEAR, REPORTING AND INFORMATION TO SHAREHOLDERS DISTRIBUTIONS DISSOLUTION AND LIQUIDATION SIDE POCKET, GATES AND OTHER SPECIAL ARRANGEMENTS TAXATION RISK MANAGEMENT PROCESS AND LIQUIDITY MANAGEMENT CONFLICTS OF INTEREST FAIR AND PREFERENTIAL TREATMENT SHAREHOLDERS RIGHTS AGAINST SERVICE PROVIDERS PAYING AGENTS AND REPRESENTATIVES FEES AND EXPENSES APPLICABLE LAW, JURISDICTION, RECOGNITION AND ENFORCEMENT OF ANY JUDGEMENTS, GOVERNING LANGUAGE OF THE PROSPECTUS FURTHER INFORMATION TO SHAREHOLDERS SPECIAL PART Vontobel Alternative Leaders Fund APPENDIX A - ADDITIONAL INFORMATION FOR QUALIFIED INVESTORS IN SWITZERLAND

7 DIRECTORY AND CONTACT DETAILS The Fund Variospecial SICAV-SIF Registered Office of the Fund 20, rue de la Poste, L-2346 Luxembourg, Grand Duchy of Luxembourg Board of Directors of the Fund Dominic Gaillard (Chairman), COO Vontobel Asset Management, Bank Vontobel AG, Zurich, Switzerland Dorothee Wetzel, Managing Director, Vontobel Asset Management AG, Zurich, Switzerland Philippe Hoss, Partner, Elvinger Hoss Prussen, société anonyme, Luxembourg External Alternative Investment Fund Manager ( AIFM ) Vontobel Asset Management S.A., 2-4, rue Jean l Aveugle, L-1148 Luxembourg, Grand Duchy of Luxembourg Board of Directors of the AIFM Dominic Gaillard (Chairman), COO Vontobel Asset Management, Bank Vontobel AG, Zurich, Switzerland Dr. Martin Sieg Castagnola, CFO and CRO of Vontobel Group, Bank Vontobel AG, Zurich, Switzerland Carmen Lehr, Executive Director, Vontobel Asset Management S.A., Luxembourg Sophie Dupin, Partner, Elvinger Hoss Prussen, société anonyme, Luxembourg Conducting Officers of the AIFM Frederik Darras, Vontobel Asset Management S.A.; Carmen Lehr, Vontobel Asset Management S.A.; Vitali Schetle, Vontobel Asset Management S.A. Depositary Citco Bank Nederland N.V., Luxembourg Branch, Carré Bonn, 20, rue de la Poste, L-2346 Luxembourg, Grand Duchy of Luxembourg Administrator and Domiciliary Agent Citco Fund Services (Luxembourg) S.A., Carré Bonn, 20, rue de la Poste, L-2346 Luxembourg, Grand Duchy of Luxembourg Auditor of the Fund PricewaterhouseCoopers, Société cooperative, 2, rue Gerhard Mercator, L-2182 Luxembourg, Grand Duchy of Luxembourg - 7 -

8 1. DEFINITIONS In this Offering Document, the following terms have the following meanings: Administrator AIF AIFM AIFM Directive AIFMD-CDR AIFM Rules Appendix Application Documents Articles Board of Directors Business Day CET Circular 07/309 Class or Classes Commercial Registry any legal person or entity from time to time appointed to act as administrator of the Fund in accordance with the requirements of applicable law and regulations means an alternative investment fund within the meaning of the AIFM Directive Vontobel Asset Management S.A., an alternative investment fund manager within the meaning of the Law of 2013 means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No 1095/2010 the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing the AIFM Directive with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision means the AIFM Directive, the AIFMD-CDR, the Law of 2013 as well as any implementing measures of the AIFM Directive or the Law of 2013 each and every supplement to this Offering Document describing the specific features of a Subfund, each such supplement is to be regarded as an integral part of the Offering Document the sum of all required documents containing whatsoever information needed by the Administrator to enable the subscription for Shares as described in Section 10 "Subscription of Shares" the articles of incorporation of the Fund, as amended from time to time the Fund s board of directors any day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Luxembourg Central European Time means the CSSF circular of 3 August 2007 providing for guidelines as to the minimum level of risk diversification that must be ensured within the portfolio of a SIF, as may be amended or replaced from time to time different types of Shares which are issued within a Subfund with specific features with respect to the placing, conversion or redemption charge, minimum subscription amount, dividend policy or any other specific features Registre de Commerce et des Sociétés of Luxembourg - 8 -

9 Conducting Officers CSSF Depositary Directors Eligible Investor EU Euro or EUR Fund Financial Year General Meeting General Part Hedge Fund Investment Advisor Investment Manager Investor Late Trading Law of 1915 Law of 2007 the Conducting Officers of the AIFM; the Commission de Surveillance du Secteur Financier, the Luxembourg regulator for the financial sector; any legal person or entity from time to time appointed to act as depositary of the AIF in accordance with the requirements of applicable laws and regulations the members of the board of directors of the Fund an investor suitable to invest in the Fund the European Union the currency of the European Union Variospecial SICAV-SIF, a société d'investissement à capital variable fonds d'investissement spécialisé (SICAV-SIF) as described in Section 3 THE FUND the Fund s financial year starting on 1 January and ending on 31 December in each year the general meeting of the shareholders of the Fund Part I of the Offering Document that sets out the general terms and conditions applicable to all Subfunds of the Fund, unless otherwise provided in any of the Appendices an investment fund, company, or private partnership that may use derivatives intensively for hedging or for directional investing, and/or engage in shortselling, and/or use significant leverage through borrowing an advisor that provides advice on investment matters of the Fund that can be appointed by the AIFM or the Investment Manager as the case might be and as specified in the respective Appendix of the Special Part an investment manager to which the AIFM has delegated its functions to manage the assets comprising the Fund or any Subfund, as the case may be and as specified in the respective Subfund within the Special Part any person that contemplates to subscribe for Shares and, where the context requires, shall include that person as a Shareholder of the Fund pursuant to CSSF Circular 04/146 the acceptance of a subscription, conversion or redemption order after the time limit fixed for accepting orders (cut-off time) on the relevant day and the execution of such order at the price based on the Net Asset Value applicable to such same day The Luxembourg law of 10 August 1915 on commercial companies, as may be amended from time to time the Luxembourg law of 13 February 2007 on specialised investment funds, as may be amended from time to time - 9 -

10 Law of 2010 Law of 2013 Market Timing Mémorial Minimum Holding Amount Minimum Subscription Amount Minimum Subsequent Subscription Amount the Luxembourg law of 17 December 2010 on undertakings for collective investment, as may be amended from time to time the Luxembourg law of 12 July 2013 on alternative investment fund managers, as may be amended from time to time pursuant to CSSF Circular 04/146 an arbitrage method through which an investor systematically subscribes and redeems or converts Shares of the same UCI within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the method of determination of the Net Asset Value of the UCI the Mémorial, Recueil des Sociétés et Associations the minimum value or number of Shares which must be held at any time by an Investor, as stipulated for each Class in each Subfund in the relevant Appendix the minimum value or number of Shares which a Shareholder or subscriber must subscribe for in a particular Class in a particular Subfund in which the Shareholder or subscriber does not hold that particular Class prior to such subscription, as stipulated for each Class in each Subfund in the relevant Appendix the minimum value or number of Shares which a Shareholder or subscriber must pay when subscribing for additional Shares of a particular Class in the relevant Subfund, as stipulated for each Class in each Subfund in the relevant Appendix Net Asset Value or NAV the net asset value of a Subfund as determined pursuant to Section 16 "Calculation of the Net Asset Value" Net Asset Value per Share Offering Document Professional Investor Redemption Day Redemption Price Reference Currency Regulated Market Restricted Person the net asset value per Share of any Class within any Subfund determined pursuant to Section 16 "Calculation of the Net Asset Value" the offering document of the Fund, as amended from time to time an investor meeting the requirements to qualify as a professional investor for the purposes of article 2 of the Law of 2007, i.e. an investor meeting the requirements to qualify as a professional investor as listed under Annex II of Directive 2004/39/EC, as may be amended from time to time as described for a Subfund in the Special Part being the dates on which Investors of a particular Subfund may redeem Shares the price per Share at which Shares are redeemed determined in the manner described in the Section 11 Redemption of Shares below the reference currency or currencies of a Subfund as specified in the relevant Special Part A market as defined by Directive 2004/39/EC of 21 April 2004 concerning markets in financial instruments any person not being permitted to invest into the Fund

11 Section Share(s) Shareholder a numbered section of this Offering Document registered Share(s) of no par value in issue of any Class and in any Subfund a person recorded as a holder of Shares in the Fund s register of shareholders SIF a specialised investment fund in accordance with the Law of 2007 Special Part Subfund Subscription Day Subscription Form UCI USD US Person Part II of the Offering Document that sets out the specific terms and conditions applicable to each specific Subfund of the Fund in the relevant Subfund s Appendix a distinct portfolio of assets and liabilities within the Fund, as described in Section 2 THE FUND as described for a Subfund in the Special Part being the dates on which investors may subscribe for Shares the form of subscription to a Subfund to be executed by each potential Investor pursuant to which, if accepted by the Fund, the Investor will subscribe or commit to subscribe for Shares in the Subfund and Class identified in such form an undertaking for collective investment, as defined by Luxembourg law currency of the United States of America Persons to be categorised as "US Persons" within the meaning of the US legislative or regulatory acts (mainly the United States Securities Act of 1933 as amended)

12 2. THE FUND 2.1 CORPORATE FORM AND LEGAL REGIME The Fund is a Luxembourg société d'investissement à capital variable - fonds d'investissement spécialisé (investment company with variable capital - specialised investment fund), governed by the Law of The Fund qualifies as an alternative investment fund in the sense of article 1(39) of the Law of 2013, and invests in a diversified range of financial assets permitted by the Law of Vontobel Asset Management S.A. has been appointed as an external AIFM ( AIFM hereafter) pursuant to chapter II of the Law of 2013 as specified in more detail in Section 3.2 THE AIFM. The AIFM is in charge of ensuring the Fund's compliance with the applicable AIFM Rules. The Fund was incorporated on 25 November 2014 and registered under number B in the Commercial Registry. The Articles were published on 23 December 2014 in the Mémorial. The capital of the Fund is at all times equal to the value of its net assets. The Fund was incorporated with an initial capital of EUR 31,000. The share capital of the Fund must reach an amount of at least EUR 1,250,000.- or an equivalent in another currency within a period of 12 months following its authorisation by the CSSF. The registration of the Fund pursuant to the Law of 2007 does not constitute a positive assessment by any Luxembourg authority as to the adequacy or accuracy of this Offering Document or as to the assets held in any Subfund. 2.2 UMBRELLA STRUCTURE, SUBFUNDS AND CLASSES The Fund issues different kinds of Shares as described in Section 9 SHARE CAPITAL AND SHARES. The Fund has an umbrella structure consisting of one or several Subfunds. A separate portfolio of assets is maintained for each Subfund and is invested in accordance with the investment objective and policy applicable to that Subfund. The investment objective, policy, as well as the other specific features of each Subfund (such as risk profile, duration (including limited duration) and exit strategies) are set forth in the relevant Appendix. The Fund is one single legal entity. However, in accordance with article 71(5) of the Law of 2007, the rights of the Investors and creditors relating to a Subfund or arising from the setting-up, operation and liquidation of a Subfund are limited to the assets of that Subfund. The assets of a Subfund are exclusively dedicated to the satisfaction of the rights of the Investors relating to that Subfund and the rights of those creditors whose claims have arisen in connection with the setting-up, operation and liquidation of that Subfund. The Board of Directors may, at any time, create additional Subfunds whose investment objectives or other features may differ from the existing Subfunds. In that event the Offering Document will be updated, if necessary, or supplemented by a new Appendix. The assets and liabilities of each Subfund are segregated from the assets and liabilities of the other Subfunds. Each Subfund is treated as a separate entity and operates independently, each portfolio of assets being invested for the exclusive benefit of this Subfund. A purchase of Shares relating to one particular Subfund does not give the holder of such Shares any rights with respect to any other Subfund. Within a Subfund, the Board of Directors may decide to issue one or more Classes the assets of which will be commonly invested but subject to different fee structures, distribution, marketing targets, currency or other specific features as further detailed in this Offering Document and/or the Articles. A separate Net Asset Value per Share, which may differ as a consequence of these variable factors, will be calculated for each Class. Upon creation of new Classes, the Offering Document will be updated, if necessary, or supplemented by a new Appendix

13 Shares of different Classes within each Subfund may, unless otherwise provided for in the relevant Appendix, be issued, redeemed and converted at prices computed on the basis of the Net Asset Value per Share, within the relevant Subfund, as defined in the Articles and in accordance with the provisions of the relevant Appendix. Shares are exclusively reserved for subscription by Eligible Investors as specified in Section 8 ELIGIBLE INVESTORS. In addition, Investors should note that some Subfunds or Classes may not be available to all Eligible Investors. 2.3 DURATION OF THE FUND AND THE SUBFUNDS The Fund has been incorporated for an unlimited duration. It will however be put into liquidation upon the liquidation of the last remaining Subfund. The Subfunds may be created for a limited duration in which case they will be liquidated at the end of their term, as may be described in the relevant Appendix. 3. MANAGEMENT AND ADMINISTRATION OF THE FUND 3.1 THE BOARD OF DIRECTORS The Fund is administered and managed by its Board of Directors. The Board of Directors is vested with the broadest powers to perform all acts of administration and disposition in the Fund s interest, which are not expressly reserved by law or by the Articles to the General Meeting. The Board of Directors is responsible, while observing the principle of risk diversification, for laying down the investment policy of each Subfund and for monitoring the business activity of each Subfund. The Board of Directors has delegated to the AIFM the portfolio and risk management of each Subfund, as well as the administration and the marketing of the Fund, as described in Section 3.2 THE AIFM. The expenses of the Board of Directors are charged to the Fund, any remuneration must be approved by the shareholders in the General Meeting. 3.2 THE AIFM The Fund has delegated the portfolio and risk management for each Subfund as well as the administration and marketing to Vontobel Asset Management S.A. by way of an AIFM agreement between the Fund and the AIFM dated 1 December The AIFM is organized as a public limited company ("société anonyme") under the laws of the Grand Duchy of Luxembourg and in particular under Chapter 15 of the Law of 2010 and under the Law of It has its head office and its registered office in 2-4, rue Jean l Aveugle, L-1148 Luxembourg. Its issued share capital amounts to Euro 2,166,300. The AIFM was established on 29 September 2000 with the name Vontobel Luxembourg S.A. On 10 March 2004, it was renamed Vontobel Europe S.A., and on 3 February 2014 it was renamed Vontobel Asset Management S.A. It is entered in the commercial register of Luxembourg (Registre de Commerce et des Sociétés) under no. B Until 1 April 2015 Vontobel Management S.A. was appointed as the AIFM. On 1 April 2015, this company was merged with Vontobel Asset Management S.A. The latter fully took over the employees, infrastructure and other assets of Vontobel Management S.A. In connection with this, the licenses already granted to Vontobel Management S.A by the CSSF were also granted to Vontobel Asset Management S.A. to the same extent. The AIFM is a direct subsidiary of Vontobel Holding AG, a holding company organised under Swiss law and part of the Vontobel Group. Founded on 17 June 1936, Vontobel Holding AG is a Zurich based company supervised by the Swiss Financial Market Supervisory Authority, Eidgenössische Finanzmarktaufsicht ( FINMA ). The daily business of the AIFM is conducted by the Conducting Officers of the AIFM. The AIFM manages the assets comprising the Fund in its own name acting on behalf of the Fund

14 The AIFM is responsible for: the investment management function in respect of the Fund which includes portfolio management and risk management; the general administration of the Fund, including: legal and fund management accounting services; response to customer inquiries; valuation and pricing of the assets of the Fund, including tax returns; regulatory compliance monitoring; maintenance of the Shareholder register; distribution of income; issue and redemption of Shares; settlement of contracts, including certificates dispatch; and record keeping; marketing functions; other activities related to the assets of the Fund. In order to conduct its business more efficiently, the AIFM may delegate to third parties and affiliates the power to carry out on its behalf one or more of its functions in compliance with the Articles. Details of the third parties to whom the AIFM has, at the date of this Offering Document, delegated certain of its functions, are set out below. The delegation of functions by the AIFM shall be based on a written agreement between the AIFM and the respective delegate. Such agreements shall comply with all applicable laws and regulations and shall govern the subject of delegation in a comprehensive manner. The legal instruments providing for the enforcement of the Fund s rights are those prescribed by Luxembourg civil law (code civil). These agreements are subject to Luxembourg law and the jurisdiction of the Luxembourg courts. Sub-delegation by any delegate is only possible if the prior consent of AIFM has been obtained. The AIFM shall ensure that the provisions governing delegation agreements shall apply mutatis mutandis to the sub-delegation agreements. The original liability towards the Fund and Investors remains unaffected by the delegation of functions. The AIFM covers its potential liability risks arising from professional liability by holding the appropriate additional own funds within the meaning of the Law of 2013 as well as the AIFMD-CDR. 3.3 THE INVESTMENT MANAGER In order to carry out the investment policy, the AIFM may, if and when it deems it opportune, appoint one or more Investment Managers for each Subfund in accordance with applicable laws and regulations on delegation. Such an appointment will be done under the responsibility and the supervision of the AIFM and disclosed in the relevant Appendix. Subject to the prior approval of the AIFM, the Investment Manager may appoint one or more sub-managers or advisors based on their particular knowledge, skills and experience which may be necessary or recommendable for the achievement of the investment objectives of the relevant Subfund. Such a sub-manager or advisor will in principle provide its services under the responsibility and at the expense of the Investment Manager. The portfolio management mandate cannot be entrusted to the Depositary or one of its delegates. The AIFM may appoint one or more Investment Advisors in order to receive advice in relation to the management of the investments of a relevant Subfund. 3.4 THE DEPOSITARY The duties of the Depositary have been entrusted to Citco Bank Nederland N.V., Luxembourg Branch, pursuant to the depositary agreement between the Fund, the AIFM and the Depositary. The Depositary was incorporated as a public limited company under the laws of The Netherlands. It has its registered office at Carré Bonn, 20, rue de la Poste, L-2346 Luxembourg, Grand Duchy of Luxembourg and is registered with the Commercial

15 Registry under the number B It is licensed to engage in all banking operations under the amended Luxembourg law of 5 April 1993 relating to the financial sector. The Depositary is responsible for the safekeeping of the assets of the Fund and it shall fulfil the obligations and duties provided for by the Law of 2007 and the Law of 2013 in accordance with the terms of the depositary agreement between the Fund, the AIFM and the Depositary. In particular, the Depositary shall ensure an effective and proper monitoring of the Fund s cash flows. It will further ensure that: the sale, issue, re-purchase, redemption and cancellation of Shares are carried out in accordance with Luxembourg law and the Articles; ensure that the value of the Share is calculated in accordance with Luxembourg law, the Articles and the procedures laid down in Article 19 of the AIFM Directive; carry out the instructions of the Fund and the AIFM, unless they conflict with applicable Luxembourg law or the Articles; ensure that in transactions involving the Fund's assets any consideration is remitted to the Fund within the usual time limits; ensure that the Fund s income is applied in accordance with Luxembourg law and the Articles. In accordance with the provisions of the depositary agreement, the Law of 2013 and the Law of 2007, the Depositary may, subject to certain conditions and in order to effectively conduct its duties, delegate part or all of its safe-keeping duties with regard to financial instruments to one or more sub-custodian(s) appointed by the Depositary from time to time. When selecting and appointing a sub-custodian, the Depositary shall exercise all due skill, care and diligence as required by the Law of A list of the sub-custodians is available at the registered office of the Depositary. The Depositary shall be liable to the Fund and/or its Investors for the loss of a financial instrument held in custody by the Depositary or a sub-custodian appointed pursuant the provisions of the Law of In addition the Depositary shall also liable to the Fund and/or its Investors for all other losses suffered by them as a result of the Depositary s negligent or intentional failure to properly fulfil its duties in accordance with the Law of However, notwithstanding the foregoing, it is important to note that the Depositary shall not be liable for the loss of a financial instrument if it can prove that the loss has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Investors shall be immediately notified in a durable medium once a loss is ascertained by the AIFM. In addition, the Depositary shall not be liable where objective reasons regarding the discharge of liability for the loss of a financial instrument as envisaged in the Law of 2013 and in the AIFM Regulation are considered to be established. In such circumstances the Depositary may refuse acceptance of a financial instrument in custody, unless the Fund and the AIFM enter into an agreement discharging the Depositary of its liability in case of loss of a financial instrument. The objective reasons for contracting a discharge shall be (i) limited to precise and concrete circumstances characterising a given activity (ii) consistent with the Depositary s policies and decisions. Furthermore, the Depositary shall be deemed to have objective reasons for contracting a discharge of liability agreement in cases when it had no other option but to delegate, in particular this shall be the case where (i) the law of a non-eu country requires that certain financial instruments are held in custody by a local entity but where the Depositary has established that there are no local entities subject to effective prudential regulation, including minimum capital requirements, and supervision in a particular jurisdiction, and no local entity is subject to an external periodic audit to ensure that the financial instruments are in its possession, or (ii) where the AIFM insists on maintaining or initiating an investment in a particular jurisdiction although as a result of its initial or on-going due diligence review the Depositary is not or no longer satisfied that the custody risk in the respective jurisdiction is acceptable for the Depositary. The Fund and the AIFM will disclose in this Offering Document with regard to each Subfund if such discharge of liability is allowed (Appendices, "The Subfunds"). The relevant Investors will be duly informed of that discharge and of the circumstances justifying the discharge prior to their investment. The Depositary will not be liable to the Fund or the Shareholders of the Fund, for the loss of a financial instrument booked with a securities settlement system providing services as specified by Directive 98/26/EC. The Depositary may keep financial instruments in collective safekeeping at a sub-custodian. The Fund, the AIFM and the Depositary may terminate the depositary agreement at any time by giving ninety (90) days notice in writing. If the termination notice is given by the Depositary, the Fund or the AIFM are required to name within two months a successor depositary to whom the Fund s assets are to be delivered and who will take over the functions and responsibilities of the Depositary. If within these two months the Fund or the AIFM do not name such successor depositary, the Depositary shall notify the CSSF of the situation and the Fund and the AIFM herewith agree to convene without further delay a General Meeting

16 which shall decide about the liquidation of the Fund. The Depositary does not act as sponsor of the Fund or assume any controlling duties other than those related to its custody functions. Citco Bank Nederland N.V., Luxembourg Branch does not warrant the accuracy of the contents of this Offering Document (other than information pertaining to it), nor is it involved in the management, administration or Net Asset Value calculation of the Fund. The Depositary shall be compensated for the services rendered in connection with the above mentioned functions by obtaining a depositary fee payable out of the assets of the Fund. The maximum amounts of the depositary fees applicable for each Subfund are available at the registered office of the Fund or at the AIFM. 3.5 THE ADMINISTRATOR The duties of the administrator have been delegated by the AIFM to Citco Fund Services (Luxembourg) S.A., Carré Bonn, 20, rue de la Poste, L-2346 Luxembourg, pursuant to the administration agreement between the AIFM and the Administrator (the Administration Agreement ). The Administrator was incorporated in Luxembourg on 18 June 1991 under the name of Citco (Luxembourg) S.A. On 1 July 2008 the Administrator was divided into three new companies, one of which is Citco Fund Services (Luxembourg) S.A.. Citco Fund Services (Luxembourg) S.A. is regulated by the CSSF. The Administrator will perform certain administrative, accounting, registrar and transfer agency services for the Fund, subject to the overall supervision of the AIFM and the Board of Directors. The Administrator acts as administrative, domiciliary and registrar and transfer agent of the Fund. Pursuant to the Administration Agreement, the Administrator is responsible, under the overall supervision of the Board of Directors, for matters pertaining to the day-to-day administration of the Fund, namely: (i) calculating the Net Asset Value of the Fund and the Net Asset Value per Share of each class and series (as the case may be) in accordance with the Fund s valuation policies and procedures; (ii) maintaining the Fund s financial books and records so far as may be necessary to give a complete record of all transactions carried out by the Fund; and (iii) providing registrar and transfer agency services in connection with the issuance, transfer and redemption of Shares. The registrar and transfer agency services provided by the Administrator include (i) verifying the identity of prospective investors in accordance with applicable anti-money laundering policies and procedures, (ii) maintaining the Fund s register of Shareholders, (iii) generally performing all actions related to the issuance, transfer and redemption of the Shares, (iv) disseminating the Net Asset Value of the Shares to Shareholders, (v) furnishing annual financial statements, as well as monthly Shareholder statements to shareholders, and (vi) performing certain other administrative and clerical services in connection with the administration of the Fund as agreed between the AIFM and the Administrator. For the purposes of determining the Net Asset Value of the Fund and the Net Asset Value per Share of each Class and series, the Administrator will follow the valuation policies and procedures adopted by the AIFM and the Fund as set out in Section 16 CALCULATION OF THE NET ASSET VALUE. In calculating the Net Asset Value of the Fund, the Administrator shall, and shall be entitled to, rely on, and will not be responsible for the accuracy of, financial data furnished to it by the Fund s prime broker(s) (if any), market makers and/or independent third party pricing services including any external valuers. The Administrator may also use and rely on industry standard financial models or other financial models approved by the AIFM and the Board of Directors in pricing any of the Fund s securities or other assets. If and to the extent that the Board of Directors, the AIFM or any Investment Manager are responsible for or otherwise involved in the pricing of any of the Fund s portfolio securities or other assets, the Administrator may accept, use and rely on such prices in determining the Net Asset Value of the Fund and shall not be liable to the Fund in so doing. The Administrator in no way acts as guarantor or offer of the Shares or any underlying investment. The Administrator is not responsible for any trading decisions of the Fund and will not provide any investment, advisory or management service to the Fund and therefore will not be in any way responsible for the Fund s performance. The Administrator will not be responsible for monitoring any investment restrictions or compliance with the investment restrictions and therefore will not be liable for any breach thereof. The Administrator shall be compensated for the services rendered in connection with the above mentioned functions by obtaining an administrator fee. The maximum amounts of the administrator fees applicable for each Subfund are available at the registered office of the Fund or at the AIFM

17 3.6 THE AUDITOR The Fund has appointed PricewaterhouseCoopers Société Coopérative, 2, rue Gerhard Mercator, L-2182 Luxembourg as independent auditor of the Fund. The independent auditor shall carry out the duties provided by the Law of 2007 and the Law of 2013, including the audit of the accounting information contained in the Fund's annual report and the verification that the annual accounts of the Fund present a true and fair view of the Fund s financial situation. 4. INVESTMENT OBJECTIVES AND POLICIES The objective of the Fund is to make the results of investments available to Eligible Investors in Subfunds having different investment objectives and policies. The Fund will seek to achieve the respective objective, in accordance with the policies and guidelines established by the Board of Directors, by investing in financial assets permitted by the Law of There can be no assurance that the Fund's investments will be successful or that the investment objectives of the Fund will be achieved. Past performance is not a guarantee for future performance. A more detailed description of potential risks associated with an investment in the Fund can be found in Section 18 "RISK CONSIDERATIONS". The Board of Directors has determined the investment objectives and policies of each Subfund as specified in the Special Part. There can be no assurance that the investment objective for any Subfund will be attained. Any material change to the investment objective and/or investment policy of a Subfund shall be reflected in this Offering Document upon prior approval of the Board of Directors and the CSSF and shall be notified to Shareholders in accordance with applicable Luxembourg regulatory requirements. 5. INVESTMENT RESTRICTIONS Unless set forth differently in the description of the investment objective and policy for each Subfund in the Special Part, while managing the assets comprising the Fund for the benefit of the Shareholders, the Board of Directors, the AIFM and the Investment Manager shall comply with the restrictions set out in this Section. The Board of Directors shall, based upon the principle of risk spreading, have the power to determine the investment policy for the investments for each Subfund, the Reference Currency and the course of conduct of the management and business affairs of the Fund. The investment policy shall comply with the rules and restrictions laid down hereafter: 1) No Subfund may invest more than 30% of its assets in securities of the same type issued by the same issuer. This restriction does not apply: to investments in securities issued or guaranteed by an OECD Member State or its regional or local authorities or by supranational institutions and bodies of an EU, regional or worldwide nature; to investments in UCIs that are subject to risk diversification requirements at least similar to those applicable to the Fund and set forth in this Section. 2) Short sales may not in principle result in the Fund holding a short position in securities of the same type issued by the same issuer representing more than 30% of its assets. 3) When using financial derivative instruments, each Subfund must ensure, via an appropriative diversification of the underlying assets, a similar level of risk-spreading. The AIFM may engage in both long and short sales as well as in long and short financial derivative transactions. The counterparty risk in an OTC transaction must, where applicable, be limited having regard to the quality and qualification of the counterparty. Any Subfund (the "Investing Subfund") may subscribe, acquire and/or hold Shares to be issued or issued by one or more other Subfunds (each, a "Target Subfund"), under the condition however that: the Target Subfund does not, in turn, invest in the Investing Subfund invested in this Target Subfund; and

18 voting rights, if any, attaching to the Shares of the Target Subfund are suspended for as long as they are held by the Investing Subfund concerned and without prejudice to the appropriate processing in the accounts and the periodic reports; and in any event, for as long as these Shares are held by the Investing Subfund, their value will not be taken into consideration for the calculation of the net assets of the Fund for the purpose of verifying the minimum threshold of the net assets imposed by the Law of PROCEDURES FOR CHANGING THE INVESTMENT STRATEGY AND/OR POLICY OF THE FUND OR SUBFUND The AIFM has established internal departments and procedures with the objective to monitor and to change the investment strategy and/or policy of any given Subfund, if deemed appropriate in the interests of Investors. If the performance monitoring of a Subfund indicates unsatisfactory performance of the Subfund and this does not appear to be a temporary trend, the dedicated departments at the AIFM initiate and implement necessary changes. Once the feasibility of the contemplated changes has been confirmed by all stakeholders, the initiative is presented and submitted to the Board of Directors for approval. As soon as and as far as this approval has been granted, the intended changes are submitted to the CSSF. Upon approval of the envisaged changes by the CSSF, the affected Investors are notified thereof and are granted, if applicable, a one-month period for redeeming their Shares free of charge before the change will be effective. 7. LEVERAGE Leverage is any technique by means of which an exposure to an asset class is magnified without (substantially) changing the (direct) investment in this asset class. Leverage can be built up in different ways, such as borrowing or using derivative instruments. In this context, the attention of the Investors is drawn to the fact that while the gain is multiplied in case the asset class to which leverage has been employed experiences profit (i.e. the percentage change in return of the leveraged portfolio is greater than the percentage change in return of this portfolio would be if it were unlevered), the contrary applies in case this asset class faces loss (i.e. the loss of the Subfund is then also multiplied). The maximum permitted amount of the leverage that can be built up by each Subfund and the method of its calculation can be found in the Special Part. 8. ELIGIBLE INVESTORS Shares are exclusively reserved to Eligible Investors. Eligible Investors are Investors who are Well-Informed Investors, FATCA-compliant and not US Persons. The Board of Directors may set forth from time to time and at its sole discretion further restrictions for the Investors to be Eligible Investors. These further restrictions shall be specified in the Special Part hereof. a) Well-Informed Investor A well-informed investor is an institutional investor, a professional investor or any other investor who meets the following conditions: aa) he has confirmed in writing that he adheres to the status of well-informed investor, and bb) (i) he invests a minimum of 125,000 Euro in the specialised investment fund, or (ii) he has been the subject of an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC or by a management company within the meaning of Directive 2009/65/EC certifying his expertise, his experience and his knowledge in adequately apprising an investment in the specialised investment fund. b) Distribution restrictions, in particular for prospective investors who are US Persons, and FATCA provisions The Shares have not been registered under the Securities Act, and the Fund has not been registered under the United States Investment Company Act of They may not be directly or indirectly offered or sold to US Persons. As the Fund aims to be FATCA-compliant (see 24.3 "OTHER JURISDICTIONS" below; the Fund has currently opted for a deemed-compliant status called collective investment vehicle.), it will only accept FATCA-compliant persons as investors