Prospectus APRIL 1, société d investissement à capital variable incorporated under the laws of the Grand Duchy of Luxembourg

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1 VISA 2014/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier ÖHMAN SICAV 1 ÖHMAN SICAV 1 société d investissement à capital variable incorporated under the laws of the Grand Duchy of Luxembourg Prospectus APRIL 1, 2014 The Shares referred to in this Prospectus are offered solely on the basis of the information contained herein. In connection with the offer made hereby, no person is authorised to give any information or to make any representation other than as contained in this Prospectus, and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information contained in this Prospectus shall be solely at the risk of the purchaser.

2 Notice IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS OR, WHEN AVAILABLE, THE ANNUAL OR SEMI- ANNUAL REPORTS, YOU SHOULD CONTACT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. ÖHMAN SICAV 1 is registered on the official list of collective investment undertakings under part I of the 2010 Law and qualifies as an Undertaking for Collective Investment in Transferable Securities under Article 1(2) of the UCITS Directive, and may be therefore offered for sale in EU countries (subject to registration in countries other than Luxembourg). The registration however does not imply approval by any Luxembourg authority of the contents of this Prospectus or the portfolios of securities held by the SICAV. Any representation to the contrary is unauthorised and unlawful. All decisions to subscribe for Shares should be made on the basis of the information contained in this Prospectus accompanied by the latest available audited annual report of the SICAV containing its audited accounts, and by the latest available semi-annual report, if later than such annual report. The Shares are offered on the basis of the information and representations contained in this Prospectus. All other information given or representations made by any person must be regarded as unauthorised. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. No action has been taken in order to authorise the distribution of the Shares in the SICAV or the distribution of this Prospectus in any country the laws of which require any such action. Consequently this Prospectus cannot be distributed for the purpose of making any offering or solicitation of sales in any country and in any circumstance where such offer or solicitation is unauthorised. In particular, the Shares have not been and will not be registered under the United States Securities Act of 1933 and, except in a transaction which does not violate such Act or any other applicable United States securities laws, may not be directly or indirectly offered or sold in the United States of America or to or for the benefit of a United States Person. For this purpose United States Person includes any citizen or resident of the United States of America (including any corporation, partnership or other entity organised in or under the laws of the United States of America or any political subdivision thereof) or any estate or trust, other than an estate or trust the income of which from sources outside the United States of America is not included in gross income for the purpose of computing United States federal income tax. As used herein, United States of America means the United States of America, its territories and possessions and all areas subject to its jurisdiction. The SICAV has not been and will not be registered under the United States Investment Company Act of Any information or representation given or made by any dealer, salesman or other person not contained herein or in the documents referred to herein should be regarded as unauthorised and should accordingly not be relied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of the Shares shall under any circumstances constitute a representation that the information given in this Prospectus is correct as at any time subsequent to the date hereof. Consequently it is recommended to potential investors to inquire at the offices of the SICAV whether the SICAV has published a subsequent Prospectus. The Directors of the SICAV have taken all reasonable care to ensure that the facts stated herein be correctly and fairly presented with respect to all questions of importance and that no important fact, the omission of which would make misleading any of the statements herein, be omitted. All the Directors accept responsibility accordingly. Prospective subscribers should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restriction or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription, holding or disposal of Shares. The Directors of the SICAV draw the investors attention to the fact that any investor will only be able to fully exercise his investor rights directly against the SICAV [notably the right to participate in general shareholders meetings] if the investor is registered himself and in his own name in the shareholders register of the SICAV. In cases where an investor invests in the SICAV through an intermediary investing into the SICAV in his own name but on behalf of the investor, it may not always be possible for the investor to exercise certain shareholder rights directly against the SICAV. Investors are advised to take advice on their rights. The date of this Prospectus is April 1, 2014.

3 1. DEFINITIONS DIRECTORY, ADMINISTRATION AND MANAGEMENT GENERAL INFORMATION OBJECTIVES AND INVESTMENT POLICIES THE SHARES SUBSCRIPTION OF SHARES REDEMPTION OF SHARES CONVERSION OF SHARES PREVENTION OF MARKET TIMING AND LATE TRADING PRACTISES FEES AND EXPENSES TAXATION MEETINGS AND REPORTS DISSOLUTION AND MERGER DETERMINATION OF THE NET ASSET VALUE OF SHARES TEMPORARY SUSPENSION OF DETERMINATION OF THE NET ASSET VALUE AND OF ISSUES, REDEMPTIONS AND CONVERSIONS DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX APPENDIX

4 1. D E F I N I T I O N S The following definitions apply throughout the Prospectus: Business Day Class Capitalisation Shares Conversion Price Directors Distribution Shares EUR FATF Financial Year Institutional Investors Net Asset Value Net Asset Value per Share NOK OECD Redemption Price Reference Currency a full bank business day both in Luxembourg and Stockholm. one or more classes of Shares within a Sub-Fund, whose assets shall be commonly invested according to the investment objective of that Sub-Fund, but where a specific sales and/or redemption charge structure, fee structure, distribution policy, Reference Currency, hedging policy or any other specific characteristics shall be applied. Shares in the SICAV which are not entitled to any dividend payments. Holders of such Shares benefit from the capital appreciation resulting from the reinvestment of any income earned by the Shares. the Net Asset Value per Share of the relevant Sub-Fund or Class on a given Valuation Day less any conversion fee as may be set forth in the Appendices to this Prospectus. the members of the Board of Directors of the SICAV. Shares in the SICAV which are entitled to dividend payments. Euro, the currency of the member states of the European Monetary Union. the Financial Action Task Force on Money Laundering. ends on the last day of December of each year. investors meeting the requirements to qualify as an institutional investor for the purposes of article 174 of the 2010 Law. the net asset value (also NAV) of the SICAV, of a Sub-Fund or of a Class of Shares, as appropriate, calculated as described in this Prospectus. the Net Asset Value attributable to all the Shares issued in respect of a particular Sub-Fund and/or Class of Shares, as appropriate, divided by the number of Shares issued by the SICAV in respect of such Sub-Fund or Class of Shares. Norwegian Krone, the currency of Norway. the Organisation for Economic Co-operation and Development. the Net Asset Value per Share of the relevant Sub-Fund or Class on a given Valuation Day less any redemption fee as may be set forth in the Appendices to this Prospectus. the currency in which the Net Asset Value of a given Sub-Fund or Class is expressed. Regulatory Authority the Luxembourg authority or its successor in charge of the supervision of the undertakings for collective investment in the Grand Duchy of Luxembourg, currently being: Commission de Surveillance du Secteur Financier ( CSSF ) 110 route d Arlon L-2991 Luxembourg Grand Duchy of Luxembourg ( Retail Investor SEK Share an investor not qualifying as an Institutional Investor. Swedish Krona, the currency of Sweden (the consolidation currency of the SICAV). a share of any Sub-Fund in the capital of the SICAV. 2

5 SICAV ÖHMAN SICAV 1 Sub-Fund Subscription Price UCI UCITS UCITS Directive USD Valuation Day an individual sub-fund of the SICAV, linked to a portfolio of assets invested according to a specific investment policy. the Net Asset Value per Share of the relevant Sub-Fund or Class on a given Valuation Day plus a sales fee as may be set forth in the Appendices to this Prospectus. an undertaking for collective investments. an undertaking for collective investments in transferable securities authorised according to the UCITS Directive. the European Parliament and Council Directive 2009/65/EC as amended, or any succeeding directive. US Dollars, the currency of the United States of America. such Business Day when the Net Asset Value per Share is calculated for a specific Sub-Fund of the SICAV as set forth in the relevant Appendix to this Prospectus. December 24 th is not considered as a Valuation Day Law the Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as amended, or any succeeding law. 3

6 2. D I R E C T O R Y, A D M I N I S T R A T I O N A N D M A N A G E M E N T 2.1. B o a r d o f D i r e c t o r s Directors Mr Johan Malm Managing Director E. Öhman J:or Fonder AB Berzelii Park 9, P.O. Box 7837, SE Stockholm Sweden Mr Thomas Weber Managing Director Banque Öhman S.A. 16, Avenue Pasteur, L-2310 Luxembourg Grand Duchy of Luxembourg Mr Lars Pontus Barrné CFO E. Öhman J: or Fonder AB Berzelii Park 9, P.O. Box 7837, SE Stockholm Sweden 2.2. A d m i n i s t r a t i o n a n d M a n a g e m e n t Registered Office Management Company Boulevard de la Foire, L-1528 Luxembourg Grand Duchy of Luxembourg RBS (Luxembourg) S.A. 33, rue de Gasperich L-5826 Hesperange Grand Duchy of Luxembourg Board of Directors of the Management Company Chairman, Managing Director Directors Kevin Brown Antonio Thomas Lorna Cassidy Non-Executive Director Investment Manager Administrative Agent, Oezguel Guelbey Henry Kelly Jonathan Carey E. Öhman J:or Fonder AB Berzelii Park 9 P O Box 7837 SE Stockholm Sweden RBC Investor Services Bank S.A. Corporate and Domiciliary Agent 14, Porte de France L Esch-sur-Alzette Grand Duchy of Luxembourg 4

7 Registrar and Transfer Agent RBC Investor Services Bank S.A. 14, Porte de France L-4360 Esch-sur-Alzette Grand Duchy of Luxembourg Custodian Distributor Auditor Legal Advisor RBC Investor Services Bank S.A. 14, Porte de France L Esch-sur-Alzette Grand Duchy of Luxembourg E. Öhman J:or Fonder AB Berzelii Park 9 P O Box 7837 SE Stockholm Sweden PricewaterhouseCoopers S.à.r.l. 400, route d Esch L-1471 Luxembourg Grand Duchy of Luxembourg Bonn Steichen & Partners Immeuble C2 2. Rue Peternelchen L-2370 Howald Grand Duchy of Luxembourg 5

8 3. G E N E R A L I N F O R M A T I O N The information set out under this Section is a summary of the principal features of the SICAV and should be read in conjunction with the full text of this Prospectus T h e S I C A V ÖHMAN SICAV 1 is an investment company which has been organised under the Luxembourg law as a Société Anonyme qualifying as a Société d Investissement à Capital Variable. The SICAV is authorised under Part I of the 2010 Law and qualifies as an Undertaking for Collective Investment in Transferable Securities under Article 1(2) of the UCITS Directive. The SICAV was incorporated in Luxembourg under the form of a société anonyme qualifying as a Société d Investissement à Capital Variable on December 17, Its Articles of Incorporation were published in the Mémorial C, Recueil des Sociétés et Associations (the "Mémorial") n 319 of February 12, The SICAV is registered with the Registre de Commerce, Luxembourg under number B The capital of the SICAV is at any time equal to the sum of the Net Asset Value of the various Sub-Funds. The minimum capital of the SICAV required by Luxembourg law is equivalent to EUR 1,250,000. The SICAV is structured to provide investors with a variety of different Sub-Funds of specific assets. This umbrella structure enables subscribers to select from a range of Sub- Funds which best suit their individual requirements and thus make their own strategic allocation by combining holdings in various Sub-Funds of their own choosing. Each such Sub-Fund shall be designated by a generic name. Each Sub-Fund may comprise one or more Classes of Shares. The SICAV operates as an open-ended company. Its Shares may be issued, redeemed and converted at prices based on their respective Net Asset Value. The SICAV can be distributed in other countries than Luxembourg. The Shares of the Sub-Funds are not listed on the Luxembourg Stock Exchange or any other exchange T h e S u b - F u n d s The details of each Sub-Fund are specified in the Appendices to this Prospectus. The Directors may create at any time additional Sub-Funds with different investment objectives. In such event, the Appendices to the present Prospectus shall be updated accordingly, so as to include detailed information concerning such new Sub-Funds. Under the Articles of Incorporation of the SICAV, the Board of Directors may decide to create within each Sub-Fund one or more Classes whose assets shall be commonly invested according to the investment objective of that Sub-Fund, but where a specific sales and/or redemption charge structure, fee structure, distribution policy, Reference Currency, hedging policy or any other specific characteristics, shall be applied. A separate Net Asset Value, which will differ as a consequence of these variable factors, will be calculated for each Class. If one or more Classes have been created within the same Sub- Fund, the allocation rules set out under Section 14. Determination of the Net Asset Value of Shares" concerning allocation of assets and liabilities between Sub-Funds shall apply, as appropriate, to such Classes. Notwithstanding the fact that, under current law and practice, each Sub-Fund constitutes a separate body of assets and liabilities, the SICAV shall be considered as one single legal entity. Each Sub-Fund shall be exclusively responsible for all debts, liabilities and obligations attributable to it T h e S h a r e s The Subscription and Redemption Prices are available at the registered office of the SICAV. The Directors may also resolve to publish the Net Asset Value(s) per Share in such business newspaper or newspapers as they may choose from time to time. The Shares issued by the SICAV are freely transferable and entitled to participate equally in the profits and dividends of the Sub-Fund to which they relate and in the Net Asset Value of that Sub-Fund upon liquidation. The Shares, which are of no par value, carry no preferential or pre-emptive rights and are entitled each to one vote at all meetings of shareholders of the SICAV and/or as appropriate of each Sub-Fund. The Board has resolved that the SICAV may not issue warrants, options or other rights to subscribe for Shares to its shareholders or to other persons. The SICAV may restrict or prevent the ownership of Shares by any person, firm or corporation, if such holding appears to be detrimental to the SICAV or to the majority of its shareholders. More specifically, the SICAV may restrict the ownership of Shares by any national, citizen or resident of, or any corporation or partnership created and organised in, the United States of America or its territories ( US Person ) and where it appears to the SICAV that any person who is precluded from holding Shares either alone or in conjunction with any other person is a beneficial owner of Shares, the SICAV may compulsorily redeem all the Shares so owned. 6

9 3. 4. M a n a g e m e n t C o m p a n y The Board has appointed RBS (Luxembourg) S.A. as Management Company to serve as its designated management company under Chapter 15 of the 2010 Law and pursuant to the Fund Management Company Agreement dated December 23 rd 2009 and entered into by and between the SICAV and the Management Company. The rights and duties of the Management Company are further laid down in articles 101 of the 2010 Law. The Management Company must at all time act honestly and fairly in conducting its activities in the best interest of the shareholders and in conformity with the 2010 Law, the Prospectus and the Articles. The Management Company was incorporated as a "société anonyme" under the laws of Luxembourg on 10 November 2004 and its articles of incorporation were published in the Mémorial on 6 December The Management Company is registered with the Luxembourg Trade and Companies Register under the number B and is approved as a management company regulated by Chapter 15 of the 2010 Law. The Management Company is a member of the Royal Bank of Scotland Group ( RBS Group ), which provides services to the collective investment schemes market, principally in the role of trustee to unit trusts and depository to investment companies with variable capital. As of December 31st, 2008, its share capital amounted to EUR 10 millions. The Management Company has a board of directors which, at the date of this Prospectus, consists of the following members: Kevin Brown - Chairman Antonio Thomas Managing Director Lorna Cassidy - Director Oezguel Guelbey - Director Henry Kelly - Non-Executive Director Jonathan Carey - Non-Executive Director The Management Company is vested with the day-to-day administration of the SICAV. In fulfilling its duties as set forth by the 2010 Law and the Fund Management Company Agreement, RBS (Luxembourg) S.A. is authorised, for the purpose of a more efficient conduct of its business, to delegate, under its responsibility and control, and with the prior consent of the SICAV and subject to the approval of the CSSF, part or all of its functions and duties to any third party, which, having regard to the nature of the functions and duties to be delegated, must be qualified and capable of undertaking the duties in question. The Management Company shall remain liable to the SICAV in respect of all matters so delegated. The Management Company will require any such agent to which it intends to delegate its duties to comply with the provisions of the Prospectus, the Articles and the relevant provisions of the Fund Management Company Agreement, the 2010 Law, and the relevant CSSF Circulars. In relation to any delegated duty, the Management Company shall implement appropriate control mechanisms and procedures, including risk management controls, and regular reporting processes in order to ensure an effective supervision of the third parties to whom functions and duties have been delegated and that the services provided by such third party service providers are in compliance with the Articles, the Prospectus and the agreement entered into with the relevant third party service provider. RBS (Luxembourg) S.A. shall be careful and diligent in the selection and monitoring of the third parties to whom functions and duties may be delegated and ensure that the relevant third parties have sufficient experience and knowledge as well as the necessary authorisations required to carry out the functions delegated to them. The following functions have been delegated by the Management Company to third parties: investment management of all Sub-Funds, administration and marketing and distribution, as further set forth in this Prospectus and in Appendices. The Fund Management Company Agreement has been entered into for an undetermined period of time and may be terminated by either party upon serving to the other a written notice at least 90 days prior to the termination. The fees and costs of the Management Company for its above functions are described in Section 10. Fees and Expenses I n v e s t m e n t M a n a g e r The Management Company has appointed, under an agreement dated December 23 rd 2009 as amended, E. Öhman J:or Fonder AB, with registered office at Berzelii Park 9, P O Box 7837, SE Stockholm, as Investment Manager to the SICAV and have entrusted to it the selection, on a day-to-day basis, of the securities and other assets constituting the portfolios of the Sub-Funds. The activities of E. Öhman J:or Fonder AB include fund management, discretionary asset management and investment advisory services. The Investment Manager is authorised, supervised and monitored by the Swedish Financial Supervisory Authority, Finansinspektionen. E. Öhman J:or Fonder AB is a wholly owned subsidiary of E. Öhman J:or AB, the parent company of a financial services group headquartered in Stockholm, Sweden and with operations in Sweden, Finland and Luxembourg. The fees and costs of the Investment Manager for its above functions are described in Section 10. Fees and Expenses C u s t o d i a n Pursuant to an agreement dated December 17, 2009, RBC Investor Services Bank S.A. has been appointed Custodian of all the assets, including the securities and cash, of the SICAV which will be held either directly or, under its responsibility, through nominees, agents or delegates of the Custodian. The Custodian must moreover: a) ensure that the sale, issue, redemption and cancellation of Shares effected by or on behalf of the SICAV are carried out in accordance with 2010 Law 7

10 relating to collective investment undertakings and the Articles of Incorporation of the SICAV; b) ensure that in transactions involving the assets of the SICAV, the consideration is remitted to it within usual time limits; and c) ensure that the income of the SICAV is applied in accordance with the Articles of Incorporation. RBC Investor Services Bank S.A. is registered with the Luxembourg Company Register (RCS) under number B and has been incorporated in 1994 under the name "First European Transfer Agent". It is licensed to carry out banking activities under the terms of the Luxembourg law of 5 April 1993 on the financial services sector and specialises in custody, fund administration and related services. Its equity capital as at 31 October 2012 amounted to approximately EUR The fees and costs of RBC Investor Services Bank S.A. for its above functions are described in chapter 10 entitled Fees and Expenses of the current prospectus A d m i n i s t r a t i v e A g e n t In addition, under an agreement dated December 17, 2009 for the delegation of the tasks of Administrative Agent and Registrar and Transfer Agent, the Management Company has appointed, with the consent of the SICAV, RBC Investor Services Bank S.A as Administrative Agent and Registrar as well as Transfer Agent of the SICAV. The Administrative Agent is mainly responsible for the book keeping of the SICAV and for the calculation of the Net Asset Value. The Registrar and Transfer Agent is mainly responsible for processing the issue, redemption, conversion and transfer of Shares, as well as for the keeping of the register of shareholders. The agreement for the delegation of the tasks of Administrative Agent and Registrar and Transfer Agent may be terminated, by either party in writing, at 90 days' notice. The fees and costs of RBC Investor Services Bank S.A. for its above functions are described in chapter 10 entitled. Fees and Expenses C o r p o r a t e a n d D o m i c i l i a r y A g e n t RBC Investor Services Bank S.A. has been appointed, under an agreement dated December 17, 2009 as Corporate and Domiciliary Agent of the SICAV. As Corporate and Domiciliary Agent, RBC Investor Services Bank S.A. allows the SICAV to fix its registered office at the address "11-13, Boulevard de la Foire, L-1528 Luxembourg" will receive and keep safely any and all notices, correspondence or other representations and communications received for account of the SICAV, will convene and hold the meetings of shareholders and will draw up the minutes of such meetings and will provide for legal publications D i s t r i b u t o r s a) Distributors The Management Company has appointed, under an agreement dated December 23, 2009, E.Öhman J:or Fonder AB as the primary distributor of the Shares for an unlimited period. This agreement may be terminated by either party by giving the other party 90 days notice. According to the provisions of the Distribution Agreement, the Distributor or the sub-distributors appointed by the Distributor are entitled to deduct from the subscriptions received by them, the sales charge as described in the relevant Appendix of each Sub-Fund. The Distributor will comply with the obligations and guidelines outlined to prevent the use of undertakings for collective investment in securities for money laundering purposes, developed for financial intermediaries by the FATF. b) Sub-Distributors The Distributor may appoint, with the approval of the Management Company, suitable entities to act as subdistributors for the sale and distribution of the Shares on the basis of this Prospectus and the most recent financial reports. The sub-distributors will comply with the obligations and guidelines outlined to prevent the use of undertakings for collective investment in securities for money laundering purposes, developed for financial intermediaries by the FATF. 8

11 4. O B J E C T I V E S A N D I N V E S T M E N T P O L I C I E S The main objective of the SICAV is to provide investors with a mean of participating in a choice of professionally managed Sub-Funds investing in a wide range of transferable securities and/or other liquid financial assets permitted by law. The objective of the SICAV is to provide an optimum return from the capital invested. There can be no assurance that the objective of the SICAV will be achieved. The investment objectives and policy of each Sub-Fund are described in the Appendices to this Prospectus. Each Sub-Fund is managed in accordance with the limits and restrictions set out in the Appendix to the relevant Sub-Fund and also the limitations set out in Section 4.3. Investment Restrictions. In addition, for the purpose of efficient portfolio management and/or as a matter of hedging strategies or, when it is specified in the investment policy of a specific Sub- Fund, for another purpose, the SICAV may employ techniques and instruments as detailed in Section 4.1. Risk Management of this Prospectus. The assets of the SICAV are subject to market fluctuations from which follows, it should be emphasized, that the prices of Shares can vary. Risk factors that may trigger such fluctuations include but are not limited to: Market risk Changes in interest rates Credit risk Liquidity risk Counterparty and settlement risk Derivative risk Currency risk Country risk/geographical risk Changes in the legal environment By diversifying investments, the Investment Manager endeavors to mitigate the negative impact of such risks on the value of the SICAV R i s k M a n a g e m e n t The investments of the SICAV are subject to normal market fluctuations and, accordingly, it should be emphasized that the price of assets in any of the Sub-Funds and the income from them can fluctuate. Changes in exchange rates may also cause the value of Shares in the investor s base currency to go up and down. The SICAV employs a risk management process, which enables the Management Company to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio. The method used to determine the global risk shall be commitment approach as per CSSF circular 11/512. The risk profile of the Sub-Funds is monitored taking into account the current value of the underlying assets, the counterparty risk and the time available to liquidate the positions. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of the risk measurement of the risk management process. No guarantee can be given as to whether the investment objectives will be achieved. As a result, the Net Asset Value per Share may increase or decrease and therefore different levels of positive as well as negative income may be earned. The SICAV may for the purpose of efficient portfolio management of the Sub-Funds engage in various portfolio strategies to hedge the Sub-Funds against market, interest rate and currency risks. Market risk This risk is of general nature and exists in all forms of investments. The principal factor affecting the price performance of securities is the performance of capital markets and the economic performance of individual issuers, which in turn are influenced by the general situation of the world economy, as well as the basic economic and political conditions in the particular countries or sectors. Change in interest rates To the extent that the Sub-Funds invest in interest bearing securities, they are exposed to risk of interest rate changes. These risks may be incurred in the event of interest-rate fluctuations in the denomination currency of the securities or the Fund respectively the Sub-Funds. If the market interest rate increases, the price of the interest bearing securities included in the Sub-Funds may drop. This applies to a greater degree, if the Sub-Funds should also hold interest bearing securities with a longer time to maturity and a lower nominal interest return. Credit risk The creditworthiness (solvency and willingness to pay) of an issuer of a security held by a Sub-Fund may fall. Bonds or debt instruments involve a credit risk with regard to the issuers, for which the issuers credit rating can be used as a benchmark. Bonds or debt instruments floated by issuers with a lower rating are generally viewed as securities with a higher credit risk and greater risk of default on the part of the issuers than those instruments that are floated by issuers with a better rating. If an issuer of bonds or debt instruments gets into financial or economic difficulties, this can affect the value of the bonds or debt instruments (this value could drop to zero) and the payments made on the basis of these bonds or debt instruments (these payments could drop to zero). In addition to the general trends on capital markets the particular performance of each individual issuer also affects the price of an investment. The risk of a decline in the assets of issuers, for example, cannot be entirely eliminated even by the most careful selection of securities. 9

12 Liquidity risk Liquidity risks arise when a particular security is difficult to dispose of. In principle acquisitions for a Sub-Fund must only consist of securities that can be sold at any time. Nevertheless, it may be difficult to sell particular securities, such as securities acquired in the context of reverse repurchase agreement and/or repurchase agreement transactions,at the required time during certain phases or in particular exchange segments. There is also the risk that securities traded in a tight market segment may be subject to significant price volatility. Counterparty and Settlement risk When the Sub-Fund conducts over the counter (OTC) transactions, it may be exposed to risks relating to the credit standing of its counterparties and to their ability to fulfil the conditions of the contracts it enters into with them. Therefore, while entering into futures, options and swap transactions or using other derivative techniques, the Sub-Fund will be subject to the risk of a counterparty which might not fulfil its obligations under a particular contract. Settlement risk is the risk that a settlement in a transfer system may not take place as expected. Notwithstanding the above and in compliance with CSSF Circular 13/559 relating to the ESMA Guidelines on ETF and other UCITS issues ( CSSF Circular 13/559 ): the SICAV may enter into OTC derivatives contracts with counterparties that are financial institutions subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by Community law and specialized in this type of transactions. financial institutions involved in OTC transactions are carefully selected and the resulting counterparty risk is subject to appropriate monitoring and control in the context of the risk management process. the fund managers will never enter into a swap contract with a counterparty that may assume a discretion over the composition or management of the SICAV s investment portfolio or over the underlying of the financial derivative instruments. Derivatives risk Derivatives is a generic name for instruments getting their return from underlying assets. The instruments are agreements on the purchase or sale of the underlying assets on a future date at a pre-set price. The agreement s return depends on the return of the underlying asset. Common derivatives are futures, options and swaps. Specific risks associated with derivatives: a) Derivatives are time limited and will expire. b) The low payment normally required to establish a position permits a high degree of leverage. As a result a relatively small movement in the price of a futures contract or a swap may result in a profit or a loss which is high in proportion to the amount of assets actually placed as payment and may result in further loss exceeding any payment deposited. Investments in other UCITS and/or UCIs The value of an investment represented by a UCI/UCITS in which the SICAV invests may be affected by fluctuations in the currency of the country where such UCI/UCITS invests, or by foreign exchange rules, the application of various tax laws of the relevant countries, including withholding taxes, government changes or variations of the monetary and economic policy of the relevant countries. Furthermore, it is to be noted that the Net Asset Value per Share will fluctuate mainly in light of the net asset value of the targeted UCIs/UCITS. Investments in other UICTS/UCIs may for the investor result in a duplication of management fees and other fund related operating expenses. Currency risk If a Sub-Fund holds assets denominated in foreign currencies, it is subject to currency risk. Any devaluation of the foreign currency against the base currency of the Sub-Fund would cause the value of the assets denominated in the foreign currency to fall. Country / Geographical risk Investments in a limited geographical market may be subject to a higher than average risk due to a higher degree of concentration, less market liquidity, or greater sensitivity to changes in market conditions. Investments in developing markets are often more volatile than investments in mature markets. Some of these economies and financial markets may from time to time be extremely volatile. Many of the countries in such regions may be developing, both politically and economically Techniques and instruments relating to transferable securities The SICAV may employ techniques and instruments relating to Transferable Securities and Money Market Instruments provided that such techniques and instruments are used for the purposes of efficient portfolio management within the meaning of, and under the conditions set out in, applicable laws, regulations and circulars issued by the CSSF from time to time. In particular, those techniques and instruments should not result in a change of the declared investment objective of any Sub-Fund or add substantial supplementary risks in comparison to the stated risk profile of any Sub-Fund. The risk exposure to a counterparty generated through efficient portfolio management techniques and OTC financial derivatives must be combined when calculating counterparty risk limits referred to under (3) para. four under Section 4.3. Investment Restrictions below. The SICAV shall ensure that the global exposure of each Sub- Fund relating to derivative instruments does not exceed the total net assets of that sub-fund. All revenues arising from efficient portfolio management techniques, net of direct and indirect operational costs and fees, will be returned to the SICAV. In particular, fees and cost may be paid to agents of the SICAV and other intermediaries providing services in connection with efficient portfolio management techniques as normal compensation of their services. Such fees may be calculated as a percentage of gross revenues earned by the Company through the use of such techniques. 10

13 Information on direct and indirect operational costs and fees that may be incurred in this respect as well as the identity of the entities to which such costs and fees are paid as well as any relationship they may have with the Custodian or Investment Manager will be available in the annual report of the SICAV Transactions relating to futures and options To optimise portfolio management and/or to protect its assets and liabilities and/or, when it is specified in the investment policy of a specific Sub-Fund, for another purpose, the SICAV may use techniques and instruments involving transferable securities, money market instruments, derivatives, currencies and other eligible assets within the meaning of Directive 2007/16/EC for each Sub-Fund. Furthermore, each Sub-Fund is authorised to sell or buy foreign exchange rate futures, to sell or buy currency futures and to sell call options or to buy put options on currencies, in order to protect its assets against currency fluctuations or to optimise yield, i.e., for the purpose of sound portfolio management Securities lending transactions Each Sub-Fund may enter into securities lending transactions provided that it complies with the rules set forth in CSSF Circular 08/356 concerning the rules applicable to undertakings for collective investment when they use certain techniques and instruments relating to transferable securities and money market instruments, as amended from time to timeand CSSF Circular 13/559. The Sub-Fund may only lend or borrow securities through a standardised system organised by a recognised clearing institution or through a first class financial institution specialised in this type of transactions. In all cases, the counterparty to the securities lending agreement must be subject to prudential supervision rules considered by the Commission de Surveillance du Secteur Financier as equivalent to those prescribed by Community law. As part of lending transactions, the Sub-Fund must in principle receive a guarantee, the value of which during the lifetime of the contract must be at least equal to 90 % of the global valuation (interests, dividends and other eventual rights included) of the securities lent. The Sub-Fund must ensure that the volume of the securities lending transactions is kept at an appropriate level or that it is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and that these transactions do not jeopardise the management of the Sub-Fund s assets in accordance with its investment policy. In addition, the Sub-Fund must also ensure that it is able at any time to recall any security that has been lent out or terminate any securities lending agreement into which it has entered. The Sub-Fund may borrow securities under the following circumstances in connection with the settlement of a sale transaction: (a) during a period when the securities have been sent out for re-registration; (b) when the securities have been lent and not returned in time; (c) to avoid a failed settlement when the custodian fails to make delivery and (d) in order to comply with an obligation to deliver the securities that are the object of repurchase agreements when the counterparty exercises his right to redeem the securities, to the extent that these securities have previously been redeemed by the Sub- Fund Repurchase transactions Each Sub-Fund may enter into repurchase agreement transactions which consist of the purchase and sale of securities with a clause reserving the seller the right or the obligation to repurchase from the purchaser the securities sold at a price and term specified by the two parties in a contractual arrangement. The Sub-Fund(s) can act either as purchaser or seller in repurchase agreement transactions. Its involvement in such transactions is, however, subject to the rules set forth in CSSF Circular 08/356 and CSSF Circular 13/559 concerning the rules applicable to undertakings for collective investment when they use certain techniques and instruments relating to transferable securities and money market instruments. The Sub-Fund(s) may not buy or sell securities using a repurchase agreement transaction unless the counterparty in such transactions is a first class financial institution specialised in this type of transaction. For the duration of the repurchase agreement contract, the Sub-Fund(s) cannot sell the securities which are the object of the contract, either before the right to repurchase these securities has been exercised by the counterparty, or the repurchase term has expired. Where a Sub-Fund is exposed to redemptions of its own Shares, it must take care to ensure that the level of its exposure to repurchase agreement transactions is such that it is able, at all times, to meet its redemption obligations. The Sub-Fund may regularly enter into repurchase agreement transactions. The SICAV involvement in such transactions is, however, subject to the additional following rules: (i) The counterparty to these transactions must be subject to prudential supervision rules considered by the Regulatory Authority as equivalent to those prescribed by EU law; (ii) The SICAV may only enter into reverse repurchase agreement and/or repurchase agreement transactions provided that it is able at any time (a) to recall the full amount of cash in a reverse repurchase agreement or any securities subject to a repurchase agreement or (b) to terminate the agreement in accordance with applicable regulations. In the case of a repurchase agreement, the SICAV must ensure that it is able at any time to recall any securities subject to the repurchase agreement or to terminate the repurchase agreement into which it has entered. In the case of a reverse repurchase agreement, the SICAV must ensure that it is able at any time to recall the full amount of cash or to terminate the reverse repurchase agreement on 11

14 either an accrued basis or a mark-to-market basis within the meanging of CSSF Circular 13/559. When the cash is recallable at any time on a mark-to-market basis, the mark-to-market value of the reverse repurchase agreement should be used for the calculation of the Net Asset Value of the SICAV. For both reverse repurchase agreement and repurchase agreement, fixed-term transactions that do not exceed seven days should be considered as arrangements on terms that allow the assets to be recalled at any time by the SICAV Management of collateral and collateral policy General In the context of OTC financial derivatives transactions and efficient portfolio management techniques, the SICAV may receive collateral with a view to reduce its counterparty risk. This section sets out the collateral policy applied by the SICAV in such case. All assets received by the SICAV in the context of efficient portfolio management techniques (including but not limited to securities lending, repurchase or reverse repurchase agreements) shall be considered as collateral for the purposes of CSSF Circular 13/559 and of this section. Eligible collateral Collateral received by the SICAV may be used to reduce its counterparty risk exposure if it complies with the criteria set out in applicable laws, regulations and circulars issued by the Regulatory Authority from time to time notably in terms of liquidity, valuation, issuer credit quality, correlation, risks linked to the management of collateral and enforceability. In particular, collateral should comply with the following conditions: (a) Any collateral received other than cash should be of high quality, highly liquid and traded on a regulated market or multilateral trading facility with transparent pricing in order that it can be sold quickly at a price that is close to pre-sale valuation; (b) It should be valued on at least a daily basis and assets that exhibit high price volatility should not be accepted as collateral unless suitably conservative haircuts are in place; (c) It should be issued by an entity that is independent from the counterparty and is expected not to display a high correlation with the performance of the counterparty; (d) It should be sufficiently diversified in terms of country, markets and issuers with a maximum exposure of 20% of the Sub-Fund s net asset value to any single issuer on an aggregate basis, taking into account all collateral received and it should further comply with the limits set fort under article 48 of the 2010 Law; (e) It should be capable of being fully enforced by the SICAV at any time without reference to or approval from the counterparty. Subject to the abovementioned conditions, collateral received by the SICAV may consist of: (a) Cash and cash equivalents, including short-term bank certificates and Money Market Instruments; (b) Bonds issued or guaranteed by a Member State of the OECD or by their local public authorities or by supranational institutions and undertakings with EU, regional or worldwide scope; (c) Shares or units issued by money market UCIs calculating a daily net asset value and being assigned a rating of AAA or its equivalent; (d) Shares or units issued by UCITS investing mainly in bonds/shares mentioned in (e) and (f) below; (e) Bonds issued or guaranteed by first class issuers offering adequate liquidity; (f) Shares admitted to or dealt in on a regulated market of a Member State of the EU or on a stock exchange of a Member State of the OECD, on the condition that these shares are included in a main index. Level of collateral The SICAV will determine the required level of collateral for OTC financial derivatives transactions and efficient portfolio management techniques by reference to the applicable counterparty risk limits set out in this Prospectus and taking into account the nature and characteristics of transactions, the creditworthiness and identity of counterparties and prevailing market conditions. The SICAV currently does not carry out OTC financial derivatives transactions except Foreign Exchange Forward, for which the level of collateral may be equal to zero. The counterparty risk will be limited at 10% for first class financial institutions and 5% for the other couterparties. As part of its lending transactions, the SICAV must in principle receive previously or simultaneously to the transfer of the securities lent a guarantee the value of which must at the conclusion of and constantly during the contract be at least equal to 90% of the global valuation of the securities lent. Repurchase and reverse repurchase agreements will generally be collateralised, at any time during the lifetime of the agreement, at a minimum of 100% of their notional amount. Haircut policy Collateral will be valued, on a daily basis, using available market prices and taking into account appropriate discounts which will be determined by the SICAV for each asset class based on its haircut policy. The level of haircut depends on a variety of factors, including the nature of the collateral received, such as the issuer s credit standing, the maturity, currency, price volatility of the assets and, where applicable, the outcome of liquidity stress tests carried out by the SICAV under normal and exceptional liquidity conditions. The level of haircut applied normally ranges between: 3% and 5% for collateral received in the form of equities; 0% and 3% for collateral received in the form of bonds; and 5% and 7% for collateral received in a form different from above. No haircut will generally be applied to cash collateral. Reinvestment of collateral Non-cash collateral received by the SICAV may not be sold, reinvested or pledged. Cash collateral received by the SICAV can only be: 12

15 (a) placed on deposit with credit institutions which have their registered office in an EU Member State or, if their registered office is located in a third-country, are subject to prudential rules considered by the CSSF as equivalent to those laid down in EU law; (b) invested in high-quality government bonds; (c) used for the purpose of reverse repo transactions provided the transactions are with credit institutions subject to prudential supervision and the SICAV is able to recall at any time the full amount of cash on accrued basis; and/or (d) invested in short-term money market funds as defined in the Guidelines on a Common Definition of European Money Market Funds. Re-invested cash collateral should be diversified in accordance with the diversification requirements applicable to non-cash collateral as set out above. The Sub-Funds may incur a loss in reinvesting the cash collateral it receives. Such a loss may arise due to a decline in the value of the investment made with cash collateral received. A decline in the value of such investment of the cash collateral would reduce the amount of collateral available to be returned by the Sub-Funds to the counterparty at the conclusion of the transaction. The Sub-Funds would be required to cover the difference in value between the collateral originally received and the amount available to be returned to the counterparty, thereby resulting in a loss to the Sub-Funds Techniques and instruments to hedge exchange risks to which the SICAV is exposed in the management of its assets and liabilities To protect its assets against the fluctuation of currencies, a Sub-Fund may enter into transactions the purpose of which is the sale of forward foreign exchange contracts, the sale of call options or the purchase of put options in respect of currencies. These transactions may only be entered into via contracts which are dealt in on a regulated market, operating regularly, recognised and open to the public. For the same purpose, a Sub-Fund may also sell currencies forward or exchange currencies on a mutual agreement basis with first class financial institutions specialising in this type of transaction. The hedging objective of these transactions presupposes the existence of a direct relationship between these transactions and the assets which are being hedged and implies that, in principle, transactions in a given currency cannot exceed the total valuation of assets denominated in that currency nor may the duration of these transactions exceed the period for which the respective assets are held C o - m a n a g e m e n t The Board and the Management Company may choose to comanage the assets of certain Sub-Funds on a pooled basis for the purposes of efficient portfolio management. In these cases, assets of the Sub-Funds participating in the comanagement process will be managed according to a common investment objective and will be referred to as a "pool". These pools, however, are used solely for internal management efficiency purposes or to reduce management costs. The pools do not constitute separate legal entities and are not directly accessible to shareholders. Cash, or other assets, may be allocated from one or more Sub-Funds into one or more of the pools established by the SICAV. Further allocations may be made, from time to time, thereafter. Transfers from the pool(s) back to the Sub-Funds may only be made up to the amount of that Sub-Fund's participation in the pool(s). The proportion of any Sub-Fund's participation in a particular pool will be measured by reference to its initial allocation of cash and/or other assets to such a pool and, on an ongoing basis, according to adjustments made for further allocations or withdrawals. The entitlement of each Sub-Fund participating in the pool, to the co-managed assets applies proportionally to each and every single asset of such pool. Where the SICAV incurs a liability relating to any asset of a particular pool or to any action taken in connection with an asset of a particular pool, such liability is allocated to the relevant pool. Assets or liabilities of the SICAV which cannot be attributed to a particular pool, are allocated to the Sub- Fund they belong or relate to. Assets or expenses which are not directly attributable to a particular Sub-Fund are allocated among the various Sub-Funds pro rata, in proportion to the Net Asset Value of each Sub-Fund. Upon dissolution of the pool, the pool's assets will be allocated to the Sub-Fund(s) in proportion to its/their participation in the pool. Dividends, interest, and other distributions of an income nature earned in respect of the assets of a particular pool will be immediately credited to the Sub-Funds in proportion to its respective participation in the pool at the time such income is recorded. Expenses directly attributable to a particular pool will be recorded as a charge to that pool and, where applicable, will be allocated to the Sub-Funds in proportion to their respective participation in the pool at the time such expense is incurred. Expenses, that are not attributable to a particular pool, will be charged to the relevant Sub-Fund(s). In the books and accounts of the SICAV the assets and liabilities of a Sub-Fund, whether participating or not in a pool, will, at all times, be identified or identifiable as an asset or liability of the Sub-Fund concerned including, as the case may be, between two accounting periods a proportionate entitlement of a Sub-Fund to a given asset. Accordingly such assets can, at any time, be segregated. On the Custodian's records for the Sub-Fund such assets and liabilities will also be identified as a given Sub-Fund's assets and liabilities and, accordingly, segregated on the Custodian's books I n v e s t m e n t R e s t r i c t i o n s The Board of Directors of the SICAV shall, based upon the principle of spreading risks, have power to determine the corporate and investment policy for the investments and the 13