PROSPECTUS (the Prospectus ) ROBECO COMMODITIES

Transcription

1 PROSPECTUS (the Prospectus ) ROBECO COMMODITIES SUBSCRIPTIONS CAN ONLY BE ACCEPTED ON THE BASIS OF THIS PROSPECTUS ACCOMPANIED BY THE THREE LATEST AVAILABLE ANNUAL REPORTS AND FINANCIAL STATEMENTS AND BY THE LATEST SEMIANNUAL REPORT, IF PUBLISHED THEREAFTER. 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 AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE DOCUMENTS MENTIONED THEREIN, 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 IS UNAUTHORIZED AND WILL BE SOLELY AT THE RISK OF THE PURCHASER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO US PERSONS OR 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 WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. A SIMPLIFIED PROSPECTUS (FINANCIËLE BIJSLUITER) HAS BEEN PREPARED FOR THE PRODUCT, THE COSTS AND THE RISKS. PLEASE REQUEST A COPY AND READ IT BEFORE BUYING THE PRODUCT. 28 June,

2 TABLE OF CONTENTS General Information 3 Introduction 4 Definitions 5 Investment Policy 7 Risk Profile 9 Change of Conditions 10 Information and Reporting 11 Distribution Policy 13 Risks 14 Investment Manager 15 Related Parties 16 Accounting Principles for Valuation and Determination of the Result 18 Issuance and Repurchase of Shares 18 Costs 19 Fiscal Structure 22 Fiscal Position of Shareholder 23 Voting Policy and Behaviour 24 Declarations Investment Manager 24 Auditor s Report 25 Annexes A. The Conditions 26 B. The registration document of the Investment Manager 35 2

3 C. The annual and semi-annual accounts of the last three financial years and the auditors statements regarding these accounts 39 D. Information on investment institutions in which the Fund will invest a significant portion of its assets 40 E. Articles of Association of the Custodian 42 F. Articles of Association of the Investment Manager 46 G. List of investment institutions managed by the Investment Manager 59 3

4 GENERAL INFORMATION Investment Manager: Robeco Fund Management B.V. Directors: Drs. E.J. Siermann Drs. M.F. van der Kroft Drs. E. de Weerd Drs. E.B. van Wijk Registered Office: Coolsingel AG Rotterdam The Netherlands Investment Advisor: Bank Sarasin & Co Ltd. Lowenstrasse 11 CH-8022 Zurich Switzerland Custodian: Stichting Bewaarder Robeco Directors: Mr. M.A. Prinsze Drs. A.J. Buijs RV Registered Office: Coolsingel AG Rotterdam The Netherlands Auditor: Ernst & Young Accountants Wassenaarseweg CZ Den Haag P.O. Box LP Den Haag The Netherlands Listing Agent: Rabo Securities Amstelplein 1 4

5 1096 HA Amsterdam The Netherlands 5

6 INTRODUCTION Robeco Commodities (hereafter also referred to as, the Fund ) has the objective to achieve long-term capital appreciation by investing in a diversified portfolio of commodities. The Fund offers investors easy access to the international commodity markets. The Fund will allocate its capital over all the commodity categories: energy, metals and agricultural products, and across a number of individual commodities to achieve diversification. The selection of the commodities is determined by a quantitative model. Robeco Commodities is established on 12 September, 2006 for an undetermined period, and is formed under the laws of The Netherlands. The Conditions which are attached to this Prospectus as Annex A also qualify as the written agreement between the Manager and the Custodian in accordance with article 116 of the Decree on the supervision of the conduct of financial undertakings (Besluit gedragstoezicht financiele ondernemingen, the "Decree"). The Fund is an open-end fund for joint account and is a taxable entity within the meaning of section 2(2) Dutch Corporate Income Tax Act 1969 ('CITA'). It is formed by the Fund Assets, which are pooled from the Shareholders. The Fund is a 'fiscal portfolio' investment institution, as defined by section 28 CITA and therefore the funds profits are taxed at a Dutch corporate income tax rate of 0%. Section 28 CITA forces the Fund to distribute its profits (as defined therein) on an annual basis. The capital of the fund is divided into participating shares. Each Share entitles its holder to an amount equal to the net asset value of the Fund divided by the number of Shares outstanding at that point in time. The Shares are listed on Eurolist by Euronext Amsterdam N.V. ("Eurolist"). The settlement of subscriptions for Shares during the Initial Subscription Period takes place on 12 September, The first trading day of the Shares on Eurolist is 12 September, This Prospectus is exclusively governed by Dutch law. ISIN code: NL

7 DEFINITIONS Business Day: means a day on which commercial banks and financial institutions are open for business in Amsterdam, the Netherlands; Conditions: means the terms and conditions pertaining to the Fund, attached as Annex A to this Prospectus; Custodian: means Stichting Bewaarder Robeco, a foundation (stichting) duly established under the laws of the Netherlands on 3 February, 1995 with registration number with the Chamber of Commerce in Rotterdam ; Fund: means Robeco Commodities; Fund Assets: means all assets held by or on behalf of the Fund; Investment Advisor: means Bank Sarasin & Co Ltd.; Investment Manager or Manager: means Robeco Fund Management B.V.; Initial Issue Price: means EUR 25.00; Share: means one part into which the capital of the Fund is divided (deelnemingsrecht); Shareholder: means a holder of a Share in the Fund; Initial Subscription Period: means from 24 July, 2006 up to and including 5 September, CET. 7

8 INVESTMENT POLICY Investment Objective The investment objective of the Fund is to achieve long-term capital appreciation by investing in a diversified portfolio of commodities. Commodity Selection The selection of the commodities and the determination of the weights they will receive in the portfolio will be based on a quantitative model. Diversification is an important aspect of the investment policy. The Fund shall at any time endeavor to be invested in at least 15 different commodities. The weight of any individual commodity is not expected to exceed 20% of the net asset value of the Fund. Furthermore, the Fund will spread investments over the three different commodity categories; energy, metals and agricultural products. The Fund shall endeavor to invest a minimum of 20% and a maximum of 50% of the net asset value of the Fund in any of the three categories. Financial Instruments The Fund will mainly invest in futures on individual commodities, but may also invest in futures on commodity indices, in certificates on individual commodities or commodity indices, and in swaps on individual commodities or commodity indices (together the Instruments ). Direct investments in commodities are not allowed. The Fund will only take long positions in the Instruments. In addition, the Fund may make use of derivative instruments such as currency swaps, forwards, futures and options for currency hedging purposes. Futures are standardized exchange traded contracts, to buy or sell a certain asset at a future date for a certain price. The future date is called the delivery date or final settlement date. Commodity futures are commonly settled by physical delivery, whereby the amount specified of the underlying asset of the contract is delivered by the seller of the contract to the exchange, and by the exchange to the buyer of the contract. An investment in futures does not require an initial cash investment, except for a certain amount that needs to be deposited as collateral (initial margin) with a broker in a margin account. This collateral may be in the form of cash or acceptable securities. Every day, the profit or loss is calculated on the future position and the amount in the margin account is adjusted accordingly. Should the balance in the margin account fall below a certain amount, a deposit of cash or securities sufficient to restore the balance to the initial margin level will be required. The Fund will use best efforts to ensure that when entering into the Instruments, the total aggregate exposure to the Instruments (as measured in case of futures by the contract value of the future contracts, in case of swaps by the notional value of the swaps and in case of certificates by the price of the certificates, all in euros) does not exceed the net asset value of the Fund. It is possible however that the total aggregate exposure to the Instruments exceeds the net asset value of the Fund for a short period of time if: (i) the aggregate exposure to the Instruments in euros increases as a result of movements in exchange rates in which the 8

9 Instruments are denominated against the euro, (ii) Shares are redeemed before the exposure to the Instruments has been adjusted downward, or (iii) exposure to the Instruments has already been increased by the Fund in anticipation of cash inflow resulting from subscriptions for Shares, before the money from the subscriptions is actually received by the Fund. In case of situations (i) and (ii) above, the Fund will, as soon as is commercially practical, decrease the exposure to the Instruments. In addition, the Fund will use best efforts to ensure that when investing in Instruments it will not be obliged to take physical delivery of the underlying commodities (e.g. by selling positions, rolling of futures, selection of brokers which exclude physical delivery etc.). The Fund will invest in commodity futures via, amongst others, the following exchanges: CBOT, NYBOT, CME, LME, NYMEX, ICE and LIFFE. Cash Policy As investments in futures do not require an initial cash investment, except for a limited amount that needs to be deposited as collateral, most of the Fund Assets can be invested by the Fund in: (i) money market funds with a minimal rating of AAAm or AAAf by Standard & Poors or similar rating from another recognized rating agency, (ii) deposits with banks with a minimal credit rating of A1 by Standard & Poors or similar rating from another recognized rating agency, and (iii) deposits with Robeco Direct N.V. Money market funds in which the Fund may invest will also charge a management fee. The Fund may not invest in money market funds with a management fee exceeding 0.20% per annum. Deposits may not have a maturity exceeding twelve months. The Fund may invest in money market funds or deposits with entities that are affiliated with the Manager. Such investments shall only occur under commercially reasonable terms. The Fund may also hold cash, for example to provide for inflow and outflow of capital. For this purpose, the Fund may if necessary also enter into short term loans for a maximum of 10% of the Fund Assets. Currency Policy The euro is the base currency of the Fund. All investments will be denominated in euros, or the Fund will use its best efforts to hedge its exposure to euros. In case of investments in commodity futures, the Fund will try to keep the margin deposited with the broker also in euros. In case the Fund needs to keep margin in another currency than the euro, the Fund has the possibility, but is not obliged, to enter into currency hedging transactions. RISK PROFILE Risk profile of the Fund The Fund is sensitive to market fluctuations in general (market risk), and to fluctuations in the price of individual investment instruments in particular. The risk of the Fund is limited by allocating the Fund s assets to a large number of individual financial instruments. Shareholders must also be aware of the exceptional risk factors that may exist, such as political and economic risks. 9

10 The actual investment proceeds may be affected by inflation. Part of the portfolio is invested in currencies other than the euro. Exchange-rate movements may therefore have a negative effect on the investment result. The Fund may make use of derivative instruments. They may be used both for hedging purposes and for efficient portfolio management. These instruments may be leveraged, which will increase the Fund s sensitivity to market fluctuations. Robeco s claims on counterparties may arise from positions in derivatives and cash on deposit as well as from transactions in respect of the lending of financial instruments (credit risk). While the Manager exercises due care in the selection of counterparties, a default by such a counterparty cannot be ruled out. Such a situation could occur with the counterparties with which the Fund trades when buying and selling investment instruments (settlement risk), or the party with which the Fund has placed its assets in custody (custodian risk). Custodian risk may include risk of the loss of assets placed in custody as a result of insolvency, negligence or fraudulent trading by the custodian. Given the composition of the investment portfolio, the risk that a position cannot be sold in a timely manner at a reasonable price is low. The above-mentioned factors might result in a decision to limit or suspend the issue and/or repurchase of shares. Lastly, investors should bear in mind that financial and fiscal legislation and regulations are subject to change, and that what seemed to be a beneficial situation at the time of subscription could later become less favorable. There is a chance that as a result of the above-mentioned risks, shareholders could receive less than they invested. The value of your investments may fluctuate. Past performance is no guarantee of future results. Risk profile of the investor The Fund is suitable for investors who see investment funds as an easy way to benefit from developments in the capital markets. They must be able to absorb sizeable, temporary losses. Investors in this Fund should have experience with volatile products. The Fund is suitable for investors who can afford to set aside the capital that they have invested in the Fund for at least five years. CHANGE OF CONDITIONS The Conditions may be changed by joint decision of the Manager and the Custodian after they have given prior written notice thereof to the Shareholders as further set forth in the Conditions. Any changes in these Conditions which adversely change the costs and expenses and the Management Fee (as defined in the paragraph Costs ) to be borne by the Shareholders, and any changes which materially adversely change the economic or legal position of the Shareholders and any changes in the investment policy (beleggingsbeleid) of the Fund shall not take effect earlier than three (3) months after the 10

11 announcement that such change will take place. During this three month period the Shareholders will have the possibility to dispose of their Shares in the Fund under the conditions prevailing prior to such change. Any (proposed) change of the Conditions shall be announced in the manner as described in paragraph 15.1 of the Conditions. An explanation for such a change will be provided on the Manager s website. INFORMATION AND REPORTING The Fund will make announcements and furnish periodical information in the Netherlands in the manner as described in paragraph 15.1 of the Conditions. Announcements pertaining to the Shares will be made also in the Official Gazette (Officiële Prijscourant) of Euronext Amsterdam N.V. The Fund s annual accounts shall be prepared and published within four months after the end of the financial year with due regard for Title 9 Book 2 of the Dutch Civil Code and the Decree. Within nine weeks after the end of the first half of the financial year, the Fund will draw up an interim report on the first half of the financial year, with due regard for the Decree. The Fund s first interim report will cover the period from the date of establishment up to 30 June, Simultaneously with the publication of the annual and semi-annual accounts, the Fund will announce to all Shareholders where copies of these accounts will be available at no costs. The financial year of the Fund runs from 1 January to 31 December of each year. The Fund s first financial year will run from the date of establishment to 31 December, The annual account of the Fund must contain a balance sheet, an profit and loss account and explanatory notes (including the valuation basis) thereto. The annual account will be audited by external auditors. All amounts stated in the annual account, and the value of the Fund, will be expressed in euros. Information of present interest about the Shares, the Prospectus, the Conditions, the simplified prospectus (financiële bijsluiter) that has been prepared in respect of this product, and the annual and semi-annual reports, will be available free of charge for Shareholders in the Netherlands at the Registered Office of the Manager. This information as well as all other relevant information is also obtainable on the website of the Manager: At the date of this Prospectus, the Fund has not yet published any annual accounts. For the coming financial years the following applies: A comparative overview of the assets of the Fund, as well as the revenues and expenses of the Fund will be part of the annual accounts. Annual accounts, to the extent these are available, and the accompanying auditors statements and the most recent semi-annual figures, from time to time, will be made public and will be obtainable upon request at the Registered Office of the Manager and will be published on the website of the Manager. These documents will be part of this Prospectus as Annex C. Every new semi-annual 11

12 report will replace the old semi-annual account in Annex C to this Prospectus. In addition, every new annual account of the Fund with accompanying auditors statement will be added to Annex C until Annex C contains the annual accounts over the last three financial years. As from that moment, every new annual account of the Fund with accompanying auditors statement will replace the Fund s annual account and accompanying auditors statement of (at that time) four financial years before. A fully updated Annex C will be available and upon request obtainable at any time after publication at the Registered Office of the Manager. The availability for payment of dividends to Shareholders, the composition of the distributions as well as the method of payment will be announced in the manner as described in paragraph 15.1 of the Conditions. Statement of the Manager In the opinion of the Manager, the information contained in this prospectus is accurate, to the extent that could reasonably be known, and no information has been omitted which could materially alter the purport of this prospectus. The Manager is responsible for the accuracy and completeness of the statements contained in this prospectus. Rotterdam, 15 June 2007 Robeco Commodities. Robeco Fund Management B.V. The following documents are available free of charge for the Fund s shareholders from the Manager: - the financial statements; - the semiannual figures. A copy of the Articles of Association is provided in Annex F. Information concerning the Manager and the Fund, which by virtue of any statutory regulation must be included in the Trade Register, will upon request be supplied to anyone at no more than the cost price. The Shareholders will be provided with the following information upon request at no more than the cost price: - a copy of the Manager s license; - where applicable, a copy of a decision taken by the Netherlands Authority for the Financial Markets (the AFM ) to exempt the Manager and/or the Fund from the provisions by virtue of the Dutch Act on the Financial Supervision (Wet op het financiele toezicht) (the Dutch Act ) ; 12

13 - a copy of the monthly statement of the Manager as referred to in section 50, paragraph 2, of the Decree. The above-mentioned documents are also available on the Manager's website, Further information and recent developments are also listed on Robeco s website, A simplified prospectus with information on the product and its associated costs and risks is available. Please ask for a copy and read it before you buy this product. Shareholders meeting The Fund will convene a shareholders meeting in Rotterdam at least once a year. The convening notice of the General Meeting of Shareholders will be published by the Manager in at least one nationally available Dutch newspaper, as well as in the Officiële Prijscourant of Euronext Amsterdam N.V., at least 15 days before the date of the General Meeting of Shareholders, not including the day on which the convening notice is published. The convening notice will also be published on the Manager s website. Discontinuance The Fund can only be discontinued after the Management Board and the Supervisory Board have jointly submitted a proposal to this effect to the General Meeting of Shareholders. Such a proposal can only be submitted if two thirds of the combined meeting of the Management Board and Supervisory Board are in agreement. A decision to discontinue the Fund can only be taken with a two-thirds majority of the votes cast at the General Meeting of Shareholders. The General Meeting of Shareholders may appoint one or more persons as liquidator. The liquidation takes place in accordance with Book 2 of the Netherlands Civil Code. During the liquidation the Articles of Association remain in force as much as possible. For a period of seven years after at the end of the liquidation, the books of account, documents and other information carriers of the Fund are vested with a person designated by the General Meeting of Shareholders. Complaints The Fund s Shareholders may submit complaints with respect to the Fund in writing to the Manager. Robeco Fund Management B.V. Coolsingel 120 NL-3011 AG Rotterdam DISTRIBUTION POLICY The Fund, in accordance with the conditions of its status of fiscal portfolio investment company, will distribute its profits (as defined by section 28 CITA) to the Shareholders within eight months of the close of the financial year. The Fund may distribute an interim dividend. 13

14 RISKS General Investing offers financial opportunities, but also involves risk. There can be no assurance that the Fund will realize its investment objective or that investors will not suffer any losses. The value of your investment may fluctuate. Results obtained in the past are no guarantee for the future. Investors may not have their full amount invested returned. Market risk Market conditions are continually changing. The value of the Shares can decrease as a result of deteriorating financial markets. Portfolio risk Investors should be aware that despite the fact that the Fund will seek to diversify its portfolio across a number of different commodities, due to the potential high volatility of commodities, the Fund may suffer big losses. Investments in commodity futures have the risk of physical delivery of the underlying commodities. The Fund will use best efforts to ensure that when investing in commodity futures it will not be obliged to take physical delivery of the underlying commodities (e.g. by liquidation of positions, rolling of futures, selection of brokers which exclude physical delivery etc.) Currency risk The value of the investments may be influenced by currency fluctuations. The value of the euro may go up in comparison to other currencies in which investments are denominated. The Manager will use best efforts to mitigate this risk by means as set out under Currency Policy in the paragraph Investment Policy. Counterparty risk Investments in money market funds, certificates, swaps or deposits involve the risk that the money market fund, issuer of the certificates, the counterparty of the swap or the entity with which the deposits are held, becomes insolvent or is otherwise unable to repay its obligations. In case such counterparty is unable to repay its obligations, this will have a negative effect on the value of the Shares. For its investments the Fund will contract with and use the services of third parties. Although the Manager and the Investment Advisor will use best efforts to only deal with renowned counterparties, there can be no guarantee as to their credit worthiness. Concentration risk As the Fund mainly invests in commodities, it runs the risk of concentrating its investments mainly in these commodities. As a result, the results of the Fund are highly dependent on fluctuations on the commodity markets. In addition, the Fund runs the risk of concentrating its investments in a limited number of money market funds or deposits with a limited number of banks. 14

15 Liquidity risk It is possible that a position taken by the Fund cannot be liquidated in time due to insufficient liquidity in the market in respect of supply and demand. Settlement risk A settlement through a payment system may not take place as expected due to a delivery or payment of financial instruments by another party not taking place, or not in time, as expected. Custody risk As the assets of the Fund are entrusted to the Custodian, the assets are at risk in the event of bankruptcy or negligence of the Custodian. In addition, the Fund will hold margin at its broker(s). This margin is at risk in the event of bankruptcy or negligence of its broker(s). Inflexibility risk As the Fund is an open-end investment institution, in theory it can be confronted at any moment with a large number of redemptions, as a result of which, at short notice, investments will have to be sold to fulfil the redemption payment obligations against the redeeming Shareholders. This can be harmful to the results of the Fund. Risk of changes in legislation Financial and fiscal legislation is subject to changes. Financial and fiscal benefits which existed at the time of subscription can change over time to the detriment of the Shareholders. External factors Furthermore, Shareholders should be aware of extraordinary risk factors that may exist, such as extraordinary price movements political and economic risks. Under certain circumstances, these factors might result in a decision to limit or postpone the issuance and/or repurchase of Shares. Conflict of interest The Fund may invest in certain money market funds and deposits. It may be that such money market funds belong to, or such deposits are held with, the Robeco Groep of which also the Manager and the Intermediary (as defined in the paragraph Issuance and repurchase of Shares ) form part. In turn, Robeco Groep belongs to the Rabobank Groep of which the Investment Advisor is also an affiliate. The affiliation of the aforementioned entities poses a potential conflict of interest. The board of the Custodian consists of persons who also perform other duties within the Robeco Groep. This also poses a potential conflict of interest. 15

16 Investment decisions The value of the Shares may be affected by investment choices of the Manager made within the boundaries set by the investment policy. The value of the Shares is not guaranteed by the Manager, the Custodian or any other party. INVESTMENT MANAGER Robeco Fund Management B.V. ( the Manager ) is the manager in the sense of section 1:1 of the Dutch Act. Robeco Fund Management B.V. is affiliated with parties belonging to Robeco Groep N.V. Robeco Groep N.V. belongs to the Rabobank Groep. The management structure of Robeco Groep N.V., in which significant authorities are allocated to its independent supervisory board, is such that Rabobank does not have a meaningful say in or influence on the Fund s investment policy. Robeco Groep N.V. pursues an independent investment policy on behalf of its affiliated investment companies, taking into account the interests of the investors involved. The Fund may use the services of one or more of these affiliated entities, as well as services of other market parties. The appointment or a change of such third party or the Custodian shall be announced in the manner as described in paragraph 15.1 of the Conditions. Initially, Bank Sarasin & Co Ltd. ( Sarasin ) will be appointed by the Manager as Investment Advisor to carry out the selection and trading of the Fund s investments in the Instruments. Such selection and trading will be in accordance with the investment guidelines as set out in this Prospectus. Sarasin is a Swiss private bank, founded in 1841, specialised in investment management and advisory services for institutional investors and high net worth individuals. The Rabobank Groep owns 28% of the shares in Sarasin. Rabobank Groep is also the parent company of Robeco of which parties involved with the Fund are affiliates. The Fund will invest a significant part of its assets in other investment institutions and/or deposits. More information on the investment institutions can be found in Annex D. The Fund may invest in affiliated (investment) institutions subject to legal restrictions. Transactions are executed at market rates. The Fund does not expect to execute any transactions with affiliated parties in investment objects outside regulated markets. Insofar as such transactions do take place, prices will always be based on an independent valuation. As at the date of this Prospectus, the Manager also manages investment institutions as set out in Annex G. The Manager has an agreement with Robeco Nederland B.V. with respect to the availability of personnel. 16

17 On 29 December 2005, the Manager has been granted a license to act as manager by the Netherlands Authority for the Financial Markets under the terms of section 2:65, paragraphs 1 and 2, of the Dutch Act. RELATED PARTIES Robeco Groep Established in Rotterdam (the Netherlands) in 1929, Robeco is an asset manager with an active investment style. As of the end of 2006, Robeco s assets under management amounted to EUR 141,7 billion. Robeco provides investment products and services to around 700 institutional and 1.5 million private clients worldwide. Private investors are serviced via banks and other distribution partners as well as via direct channels. Robeco disposes of specialized capabilities in the major asset classes of equity and fixed income and in the alternative asset classes of hedge funds and private equity. Robeco also offers innovative structured products which combine the various capabilities with derivatives or guarantees to accommodate its clients return, risk, regulatory and liquidity requirements. Robeco has around 1600 employees in nine countries. The main offices are in Rotterdam and New York. Robeco also has banking and asset-management operations in France and sales offices in Belgium, Switzerland, Germany, Spain, the Middle East and Japan. Robeco is the asset-management center of the Rabobank Groep, the only non publicsector bank in the world with the highest credit ratings (AAA) from the recognized rating agencies. Rabobank also has the highest Sustainability Cluster Score within the banking sector. Organization chart of Robeco Group The chart below shows the position of the entities referred to in the prospectus together with their mutual relationship within the Robeco Group. Only the relationships that are relevant to Robeco are shown. Robeco Groep N.V. Robeco Institutional Asset Management B.V. Robeco Nederland B.V. Robeco Fund Management B.V. 17

18 ACCOUNTING PRINCIPLES FOR VALUATION AND DETERMINIATION OF THE RESULT The establishment of the net asset value per Share is calculated as the Fund Assets less liabilities, divided by the number of Shares outstanding. Net asset value is calculated daily, in euros and will be announced on the website of the Manager. For this purpose, the exchange traded investments are valued at the price at which they have last been traded or the latest available bid price. The valuation of all other investments will take place according to generally accepted accounting principles on the basis of actual value. Other assets and liabilities are valued at nominal value. Income and expenses are allocated to the period to which they relate. In times of great volatility in the financial markets, wide fluctuations in the prices of securities will be taken into account by calculating net asset value according to the fairvalue pricing principle. Besides actual prices, expected quotations are also taken into account using other relevant indices of financial markets. In a situation of widely fluctuating prices it is important to accurately calculate net asset value in accordance with generally accepted accounting principles, so that investors entering or exiting the fund do not gain or suffer losses as a result of calculation of net asset value on the basis of outdated information. Incorrect net asset value Anyone who has suffered damages as a result of a statement from the Manager, the Custodian or the Fund of an incorrect net asset value of a Share as a result of a calculation error or another cause, is entitled to compensation if: (a) the difference between the reported net asset value and the actual and restated net asset value amounts to more than one percent (1%) and (b) the compensation amounts to at least EUR 100. The Custodian and the Manager are only liable if, and to the extent that, they would be liable under their agreements with the Fund pursuant to which they have performed their activities. ISSUANCE AND REPURCHASE OF SHARES Robeco Commodities is an open-end fund. If demand for Shares exceeds supply, the Fund will issue new Shares. If supply exceeds demand, Robeco Commodities is prepared to repurchase its Shares. Since the majority of the Fund Assets are expected to be invested in liquid money market investments, there is sufficient comfort that, subject to provisions set out in this Prospectus and barring exceptional circumstances, the requirement to issue and repurchase Shares can be fulfilled. If the Manager is of the opinion that exceptional circumstances at any time so require, it may limit or suspend the issue or repurchase of Shares in the interests of the Fund and/or the Shareholders. An example of such a situation would be the closure of exchanges in countries in which the Fund invests or an order by one shareholder for the sale or purchase of shares with a value greater than 5% of the total net assets. 18

19 There are costs associated with the repurchase and issue of own shares by the Fund. These are direct purchase and sales costs, such as fees for brokers and any market impact. There is a market impact if orders cannot be placed without this having a significant influence on the prices of securities. These costs are paid from a surcharge on the net asset value ( NAV ) when there is a net issue of Fund Shares or a deduction when there is a net purchase of Shares. The price determined in this manner is referred to as the transaction price. The Manager passes on the transaction price to Eurolist by Euronext Amsterdam N.V. on a daily basis. The amount of the surcharge and deduction is described below in the section on Costs of issue and repurchase of Shares. The cut-off time on a particular trading day is set at 4.00 p.m. (CET) ( T-1 ). This means that an order should be received by the Manager no later than 4.00 p.m. if it is to be executed at the transaction price (on the basis of the NAV calculated between 4.00 p.m. (CET) on ( T-1 ) and the time of trading on the following trading day ( T ), plus or minus the surcharge or deduction) that will be set on the following trading day ( T ). The orders that are received after this point in time will be processed at the transaction price (on the basis of the NAV) for the following trading day ( T+1 ). Rabo Securities will act as an agent on the stock exchange ( Fund Agent ). The Fund Agent is responsible for evaluating and accepting the sale and purchase orders entered in the securities order book in accordance with the conditions referred to in this Prospectus. The position of Rabo Securities as Fund Agent is recorded in an agreement between the Fund and Rabo Securities. After the close of the order book, the Fund Agent will pass on the balance of all sale and purchase orders to the Fund. The transaction price at which these sale and purchase orders are settled on the following trading day will be supplied by the Manager to Euronext through the Fund Agent. The standard settlement time of these orders will be T+3. Due to the Fund s open-end character, the market price of the Shares will approximate the net asset value of the Shares. The net asset value will be calculated daily in euros per Share. Each Share entitles the holder to a proportional share in the assets of the Fund to the extent this share is due to the Shareholder. Shares shall be issued only if the net issue price has been paid into the assets of the Fund within the relevant periods. COSTS 1. Costs of issuance and repurchase of Shares When repurchasing Shares, Robeco Commodities has to liquidate parts of its investment portfolio to pay investors the cash value of their Shares. Conversely, Robeco Commodities has to invest the cash received when issuing new Shares. Robeco 19

20 Commodities will be charged a commission for these transactions. Robeco Commodities also has to pay stock exchange fees when issuing and repurchasing Shares. To prevent these costs from being charged to existing shareholders and to protect them from the costs that the Fund must incur with respect to the issue and purchase of own shares, the Manager will levy a surcharge or make a deduction on the NAV to cover these costs. With transparency and simplicity in mind, the Manager has to this end set a maximum percentage of 0.17% for a surcharge or deduction. The Manager calculates the surcharge or deduction on the basis of the average purchase or issue costs that are incurred. This surcharge or deduction serves to cover the long-term average transaction costs incurred by the Fund for the purchase or issue of own shares. The amount is determined on the basis of the actual purchase and sale costs with respect to the financial instruments in which the Fund invests. The Manager may adjust this percentage if this long-term average is changed as a result of market conditions. The Manager will publicize the current percentage via its website. This percentage rate applies to both the purchase and issue of own shares by the Fund. The result of this surcharge or deduction accrues to the Fund in full. Costs relating to the custody and issue of the Shares are charged directly to the Fund, as are dividend distribution costs charged by third parties. Rabo Securities will act as an agent on the stock exchange. 2. Costs which are charged to the Fund 2.1. Establishment Costs The parties involved in establishing the Fund will incur costs. The total costs of inception of the Fund will be borne by the Fund with a maximum of EUR 125,000. These costs will be amortized within the first full financial year of the Fund which ends on 31 December, Management fee Robeco Fund Management B.V., an operating company belonging to the Robeco Groep, will manage the Fund Assets. To this end, Robeco Fund Management B.V. receives an annual management fee of 1.5% (the Management Fee ) of the average assets entrusted to the Fund (i.e. the total net asset value of the Shares outstanding). This fee includes all costs resulting from the management of the Fund. The fee is calculated on a daily basis, is based on the average assets entrusted and is paid from the Fund Assets. From the Management Fee, the Manager will pay the costs resulting from the engagement of third parties (as further described under 2.5), and fees for distributors (up to a maximum of 0.75%). For the first full financial year it is expected, subject to the assumptions as set out below, that the Management Fee will amount to EUR 1,464,

21 2.3. Custody Fee The Custodian will not charge the Fund for its services as described in this Prospectus Transaction costs Costs involved with the sale and purchase of securities and other assets (the Transaction Costs ) may consist of taxes, costs of (securities) intermediaries, spreads between bid and ask prices and changes in market prices as a result of the transaction. It is expected that the Fund will not engage in securities lending. Despite this, if it does so, in principle, both the costs and the remuneration of the lending by and the borrowing of securities for the Fund are for the account or the benefit of the Fund Costs of engagement of third parties The Investment Advisor will receive an annual advisory fee of 0.5% (the Advisory Fee ) of the average assets entrusted to the Fund (i.e. the total net asset value of the shares outstanding). The Advisory Fee will be paid by the Manager out of its Management Fee as described under 2.2 above. For the first full financial year it is expected, subject to the assumptions as set out below, that the Advisory Fee will amount to EUR 488, Service fee Robeco Fund Management B.V. also receives a service fee of 0.12% per year of the Fund s average entrusted assets. This fee covers the costs of regular activities such as (a) administration, (b) administrative costs relating to issuance and repurchase of Shares with the exception of costs associated with the custody of the Fund s Shares, (c) costs of auditors, supervision and legal advisers, (d) costs related to preparing, printing and mailing prospectuses, memorandums, reports and any other documents concerning the Fund, (e) any fees and costs related to the Fund s registration with any public body or exchange and the maintenance thereof, (f) costs related to the publication of Share prices, and (g) costs related to Shareholder meetings. A service fee of 0.10% applies for Fund Assets above a threshold of EUR 1 billion. A service fee of 0.08% applies for Fund Assets above a threshold of EUR 5 billion. The fee is calculated on a daily basis, is based on the average assets entrusted and is paid from the Fund Assets. For the first full financial year it is expected, subject to the assumptions as set out below, that the Service Fee will amount to: EUR 117, Sum of the costs listed under 2.1 through 2.6 above For the first full financial year, subject to the assumptions as set out below, the sum of the expected costs set forth above is expected to amount to EUR 1,706,164. As the Fund has no trading history, an estimation of the Transaction Costs is not possible. Therefore the Transaction Costs are assumed to be zero in this summation. One should keep in mind that these are the most important, but not all the costs expected to be charged to the Fund in first full financial year. In the end, all costs charged to the Fund will be set out in the explanatory notes to the balance sheet and the profit and loss statement of the Fund. 21

22 2.8. Costs associated with taxes The activities of the Fund, including the distribution of profits, may be subject to taxes and/or duties. Such taxes and/or duties, such as dividend or corporate income tax, will be borne by or, if applicable, will accrue to the Fund Costs related to investments in other investment institutions The Fund will invest a substantial part of its assets in other investment institutions. More information about the costs of these investment institutions is set out in Annex D. The costs resulting from the Fund s direct or indirect investments in other collective investment schemes will be set out in the explanatory notes to the balance sheet and the statement of profit and loss of the Fund Expected costs It should be noted that the expected costs as set out above reflect the estimation pertaining to the first full financial year which will run from the date of establishment of the Fund up to and including 31 December Furthermore, the expected costs are based on the assumption that the average assets entrusted to the Fund during first full financial year amount to EUR 75,000,000. It is expected that all the expected costs set out above for the first full financial year, adjusted in respect of potential inflation and adjusted to reflect an entire financial year, will be, special circumstances excepted, in the same line in subsequent financial years. The foregoing, however, is no guarantee that these costs will not be (substantially) higher in the first full financial year or subsequent financial years, as not all these costs can be influenced by the Fund or Manager or the Custodian and, where they can influence these costs, they can make decisions in the interest of the Shareholders that may result in higher costs. The costs actually incurred in a financial year will be justified in the annual and semi-annual accounts of the Fund Total Expense Ratio The level of costs of the Fund in the first full financial year, related to its average net asset value in the financial year (Total Expense Ratio), will be shown in the annual report. For the next financial years the Total Expense Ratio will be reflected in Annex C to this Prospectus Commission Sharing and "Soft-Dollar"-arrangements The Manager can agree on certain commission sharing "Soft-Dollar"-arrangements with third parties whose services are used in respect of the investments made for the Fund. The total value of these kinds of arrangements in a specific year may vary and will be disclosed, if applicable, in the financial report of the Fund regarding such year. 22

23 FISCAL STRUCTURE Corporate-income tax The Fund has the status of 'fiscal portfolio' investment company as defined by section 28 CITA. This means that no corporate income tax is due, providing that, after the deduction of costs, the Fund will distribute its profits (as defined by section 28 CITA) to the Shareholders in the form of dividend within eight months of the close of the financial year and satisfies any other relevant regulations. In order to comply with this distribution requirement, the entire profit available for distribution from the investments will be distributed to shareholders after deduction of costs. FISCAL POSITION OF SHAREHOLDER This section exclusively outlines the fiscal consequences attached to Shares held by Shareholders residing or based in the Netherlands. This section is only a summary of the fiscal position of the Shareholder. Shareholders are advised to consult their own tax advisor before deciding on an investment in the Fund. The below is based on current tax law. Dividend tax All dividend distributions are subject to 15% Dutch dividend tax. Pursuant to section 10, paragraph 1, of the 1965 Dutch Dividend Tax Act (Wet op de Dividendbelasting 1965), institutions and associations established in the Netherlands (including pension funds) that are not liable to corporate income tax may request repayment of dividend tax within the specified period. For Shareholders resident or registered in the Netherlands, the dividend tax withheld is considered as an advance payment of income tax or corporate income tax. Private Investors Income tax: investment gains tax (Box 3) Shares in the Fund held by private investors are taxed under the Netherlands Income Tax Act 2001 in Box 3 (investment gains tax). In Box 3 the average amount of capital held in excess to the exempt capital attracts income tax at a rate of 1.2% (4% fixed return taxed at a fixed rate of 30%). The exempt capital in Box 3 is EUR 20,014 (2007) per person. Two groups of personal investors are eligible for an additional exempt amount. First, over-65s who meet the qualifying criteria are allowed an additional exempt amount of, at maximum, EUR 26,494 (2007) per person. Second, taxpayers with minor children who meet the qualifying criteria are allowed an additional exempt amount of EUR 2,674 (2007) per minor child. To date, these exempt amounts have been annually indexed. Income tax: business capital (Box 1) There are two exceptions in this case to the principal Box 3 rule. If a private investor is an entrepreneur for income tax purposes or generates earnings from other activities, the Shares may be taxed in Box 1 if said Shares belong to the business capital or earningsgenerating capital. In this case the generated return will be taxed in Box 1 as profit from business activities or as earnings from other activities. In Box 1 income is taxed at a progressive rate of 52% at maximum. We advise you to contact your own tax adviser to 23

24 assess whether taxation as income in Box 1 (profit from business activities or earnings from other activities) or in Box 3 is applicable in your specific circumstances. Non-private investors Investors who are subject to the Dutch Corporate Income Tax Act 1969 and whose Shares belong to the business capital are in principle liable to pay corporation tax on any gains made on their investment unless they are eligible for an exemption. The above is based on current tax laws and regulations in the Netherlands. Investors are advised to contact their tax adviser to assess the tax consequences of this investment in their specific circumstances before deciding to invest in this Fund. VOTING POLICY AND BEHAVIOUR The Fund will conduct the following policy in respect of voting rights and voting behaviour regarding shares held by the Fund in other corporations: The Fund shall not exercise voting rights on shares in other companies, unless in the event of extraordinary circumstances in which the interests of the Shareholders would be seriously damaged. DECLARATIONS INVESTMENT MANAGER The Manager declares that under Dutch law where the Fund has its registered office, the Custodian is liable towards the Fund and the Shareholders for losses suffered by them to the extent that the losses result from culpable non-performance (verwijtbare nietnakoming) or defective performance (gebrekkige nakoming) of its obligations, which applies also if the Custodian has entrusted the assets deposited with it into the custody of a third party in full or in part. The Manager declares that the Fund, the Manager and the Custodian comply, and that this Prospectus (including annexes) comply, with the rules set in or pursuant to the Act. 24