EUROMUTUEL SICAV. Investment Company with Variable Capital under Luxembourg Law REGISTERED OFFICE: 17, Côte d Eich L-1450 Luxembourg

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1 EUROMUTUEL SICAV Investment Company with Variable Capital under Luxembourg Law REGISTERED OFFICE: 17, Côte d Eich L-1450 Luxembourg November 2012

2 CONTENTS DEFINITIONS... 3 GENERAL PRESENTATION OF THE PROSPECTUS AND NOTICE... 7 INTRODUCTION AND NOTICE... 7 BOOK I OF THE U PROSPECTUS: GENERAL PROVISIONS... 9 SUMMARY... 9 ORGANISATION GENERAL FRAMEWORK SHARE CAPITAL SUBFUNDS SHARES AND SHAREHOLDERS RIGHTS ASSET VALUATION AND NAV CALCULATION RECEIPT OF SUBSCRIPTION, CONVERSION AND REDEMPTION ORDERS SUBSCRIPTION TO SHARES REDEMPTION OF SHARES CONVERSION OF SHARES SUSPENSION OF THE NAV CALCULATION DISTRIBUTIONS GENERAL MEETING OF SHAREHOLDERS SHAREHOLDER INFORMATION INVESTMENTS AND INVESTMENT RESTRICTIONS FINANCIAL TECHNIQUES AND INSTRUMENTS INVESTMENT RISKS RISK MANAGEMENT PROCEDURE LIQUIDATION OF THE SICAV LEGAL REGULATORY AND FISCAL ASPECTS CUSTODIAN BANK AND CENTRAL ADMINISTRATION ADMINISTRATIVE AGENT, REGISTRAR, TRANSFER AGENT AND DOMICILIATION SERVICE. 36 DISTRIBUTORS AND NOMINEES MANAGERS APPROVED AUDITOR COSTS AND CHARGES GENERAL INFORMATION AND AVAILABLE DOCUMENTS BOOK II OF THE PROSPECTUS: THE SUBFUNDS EUROMUTUEL SICAV COURT TERME EURO (SUBFUND A) ISIN LU EUROMUTUEL SICAV ACTIONS INTERNATIONALES (SUBFUND B) ISIN LU EUROMUTUEL SICAV BRONGNIART RENDEMENT LUX (SUBFUND D) ISIN LU EUROMUTUEL SICAV OBLIGATIONS EURO (SUBFUND E) ISIN LU EUROMUTUEL SICAV ACTIONS ASIE PACIFIQUE (SUBFUND K) ISIN LU EUROMUTUEL SICAV BRONGNIART VALEURS EUROPEENNES (SUBFUND N) ISIN LU

3 DEFINITIONS Euromutuel SICAV or the Fund or the SICAV Investment Company with Variable Capital under Luxembourg Law (SICAV) with multiple subfunds (the Subfunds ), the object of which is to invest in an investment instrument consisting of several separate portfolios composed of transferable securities of different sorts (bonds, equities or similar securities), from French issuers or those from other countries if their securities are officially listed on a stock market or traded on another regulated market operating regularly, recognised and open to the public; Shareholder Share Means the owner of one or more shares in the SICAV whose liability is limited to the amount of his contribution; Means the security specifically representing the corporate rights arising from the capacity of Shareholder; Capitalisation Share Means the Share which in principle does not give its holder a right to dividends, as the income from that Share is reinvested in the SICAV; Distribution Share Means the Share which gives its holder the right to receive dividends; Central Administration Means Banque Transatlantique Luxembourg S.A., charged with the accounting and administrative management of the SICAV; Administrative Agent, Registrar and Transfer Agent Means the entity, appointed by Banque Transatlantique Luxembourg S.A. and placed under its responsibility, to which are delegated the functions of accounting and administrative management as well as the functions of registrar and transfer agent; Custodian Bank Subfund Means Banque Transatlantique Luxembourg S.A. or its successor, charged, by virtue of Luxembourg regulations, with looking after the conservation and supervision of any sort of securities of the SICAV and the movements of funds in accordance with the Law on UCIs; Means a specific portfolio of assets and liabilities within the SICAV, managed in relation to the investment policy specified for the Subfund. Each Subfund is identified by its investment policy; - 3 -

4 Subfund A Subfund B Means Subfund A named Euromutuel SICAV Court Terme Euro; Means Subfund B named Euromutuel SICAV Actions Internationales; Subfund D Subfund E Subfund K Means Subfund D named Euromutuel SICAV Brongniart Rendement Lux; Means Subfund E named Euromutuel SICAV Obligations Euro; Means Subfund K named Euromutuel SICAV Actions Asie Pacifique; Subfund N Means Subfund N named Euromutuel SICAV Brongniart Valeurs Européennes; Board of Directors CSSF Distributor Means the SICAV s decision-making body composed of the directors, as listed on page 10, and appointed by the General Meeting of Shareholders; Means the Financial Sector Supervisory Commission in Luxembourg; Means any intermediary which, within the meaning of Circular CSSF 91/75, is part of the distribution process set up by the Promoter, who actively participates in the marketing of the securities of the SICAV and indicated in the Prospectus or in any other document as being authorised to receive subscription and redemption orders on behalf of the SICAV; United States of America Means the United States of America or any of its territories whatsoever or any whatsoever of its possessions or regions under its jurisdiction; EUR or Euro Means the single currency unit of the majority of members of the European Union as ratified by the European Council meeting in Madrid on 15 and 16 December 1995; - 4 -

5 FATF Means the Financial Action Task Force combating money laundering; Valuation Day Means the full bank working day in Luxembourg when the net asset value of the different Subfunds is calculated by the Central Administration; Late trading Means the acceptance of a subscription, redemption or conversion order after the time limit fixed for accepting orders (cut-off time) on the relevant day and the execution of such order at the price based on the net asset value applicable to such same day, within the meaning of Circular CSSF 04/146; Law of 1915 Means the Law of 10 August 1915 concerning commercial companies, as amended; Law on UCIs Means the Law of 17 December 2010 on undertakings for collective investment, as amended; Regulated market Means a regulated market within the meaning of the Law on UCIs; Market Timing Means an arbitrage method through which an investor systematically subscribes to and redeems shares of the same company within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the method of determination of the net asset value of the SICAV, within the meaning of Circular CSSF 04/146; Memorial C OECD UCI UCITS Nominee Means the Memorial, C, Sections for Companies and Associations; Means the member states of the Organisation for Economic Cooperation and Development; Means an undertaking for collective investment within the meaning of the Law on UCIs; Means an undertaking for collective investment investing in transferable securities within the meaning of the Law on UCIs; Means any intermediary acting between the Shareholders and the SICAV, within the meaning of Circular CSSF 91/75; - 5 -

6 Promoter Prospectus Means Banque Transatlantique Luxembourg S.A.; Means the applicable prospectus of the SICAV complying with the prescriptions of Part I of the Law on UCIs; American Nationals NAV Means the nationals, citizens or residents of the United States of America or persons usually residing in the United States of America or any legal entities created and registered in the United States of America; Means the net asset value of the SICAV (including the various assets of the SICAV like cash and realisable) reduced by all debts and liabilities; Articles of Association Means the Articles of Association of the SICAV, as amended

7 GENERAL PRESENTATION OF THE PROSPECTUS AND NOTICE INTRODUCTION AND NOTICE Introduction The official documentation of the public offer of the SICAV consists of the present document (the Prospectus ) and, if available, the latest financial report(s). Book I (the Book I ) contains general information on the SICAV, information in relation to its structure, its operation, the means of investing in it, the investment restrictions to which it is subject, the composition of the Board of Directors (the Board of Directors ), its agents, amendments to its Articles of Association and so on. Book II (the Book II ) contains specific information on the different Subfunds of Shares created within the SICAV and offered for subscription by the present document. The Prospectus is only complete if, in addition to Books I and II, it includes the latest annual report, if available, containing the audited accounts, and the half-yearly report if this is later than the annual report. All of the documents mentioned above, as well as any other document relating to the SICAV and likely to be made available to the public, may be obtained free of charge or consulted at the SICAV s registered office. Notices Subscribers attention is drawn to the fact that: the specific rules contained in Book II may depart from the general rules contained in Book I; in the relations of shareholders (the Shareholders ) with each other, each Subfund is treated as a separate entity, with its own contributions, capital gains and losses, costs and so on; nonetheless each Subfund does not constitute a separate legal entity; all Subfunds together form a single legal entity but the assets of a specific Subfund are only liable for the debts and liabilities of that Subfund. The value of Subfunds varies in relation to the value of the underlying investments. The capital value of the Shares and the income derived from them may therefore fluctuate and cannot be guaranteed. The value of the underlying investments made by the Subfunds investing in equities may vary, sometimes significantly, in relation to the activities and results of companies or in relation to the general conditions prevailing on the market and the economic situation. It is recommended that subscribers take advice from their banker, lawyer, accountant, financial advisor or other, on the Laws and Regulations (such as those relating to taxation and exchange controls) applicable to the subscription, purchase, holding or disposal of Shares in their place of origin, residence and domicile. The attention of Shareholders domiciled for tax purposes in France is drawn to the obligation to declare income which, resulting from transfers occurring between the Subfunds of the SICAV, is subject to capital gains tax on transferable securities

8 No step has been taken to enable the offer of Shares of the SICAV or the distribution of the present Prospectus in any country (except France) where legislative provisions may require a procedure to that effect. As a consequence, the Prospectus of the SICAV may not be used for the purposes of offering or soliciting sale in any country or under any circumstance where such an offer or solicitation is not authorised. In particular, the Shares of the SICAV have not been registered in accordance with any legislative or regulatory provisions in the United States of America on transferable securities. The SICAV s Articles of Association contain restrictions applicable to the holding of Shares by Americans ( American Nationals ) or the benefit of them. As a consequence, Shares may not be offered publicly in that country. They may only be subscribed by American Nationals on the sole condition and within the strict limits set by the applicable American legislation and regulations. The directors of the SICAV have taken all the precautions reasonably possible to ensure that the facts given in the present Prospectus are accurate and precise in relation to any matters of importance. Any information or assertion from a broker, a seller or any person whatsoever, not contained in this Prospectus, in the KIID or in the reports which form an integral part of it, must be considered as nonauthorised and as a consequence not trustworthy. Neither the submission of this Prospectus, nor the offer, issue or sale of Shares in the SICAV constitutes an assertion that the information given in this Prospectus will be accurate at any time later than the date of the Prospectus. KIIDs will be provided to shareholders before their first subscription application and before any application to convert Shares, in accordance with the applicable Laws and Regulations. KIIDs are also available on the following web site: The Prospectus and the KIID are liable to be updated taking account of the addition or closure of Subfunds as well as any significant alterations made to the structure and the modes of operation of the Company. As a consequence it is recommended that subscribers enquire at the Company s registered office about the possible publication of any more recent document(s). Subscribers are also recommended to take advice on the Laws and Regulations (such as those relating to taxation and exchange controls) applicable to the subscription, purchase, holding and disposal of Shares in their place of origin, residence and domicile. Any other information than that appearing in the present Prospectus or in the documents indicated in the latter will be null and void

9 BOOK I OF THE U PROSPECTUS: GENERAL PROVISIONS SUMMARY The SICAV is organised in accordance with Part I of the Law of 17 December 2010 and in particular Article 27 under the regime of the Investment Company with Variable Capital under Luxembourg Law, the Part including the provisions of European Directive 2009/65/EC, as amended. Management of the SICAV The investments of the SICAV will be made under the control and liability of the Board of Directors. The composition of the Board of Directors is given on page 10 of the Prospectus

10 ORGANISATION Registered office of the SICAV EUROMUTUEL SICAV 17, Côte d Eich L-1450 Luxembourg Telephone: Fax: btl@banquetransatlantique.lu Internet site: The Board of Directors Chairman Members - Mr François-Xavier DEVULDER, Deputy Managing Director, Transatlantique Gestion - Mr Lucien EULER, Managing Director, Luxcellence Management Company S.A. - Mr Olivier VAILLANT, Chairman of the Executive Committee, CM-CIC ASSET MANAGEMENT, Paris - Mr Mériadec PORTIER, Director, Banque Transatlantique Luxembourg S.A - Mr Vincent DELAUNAY, Member of the Executive Committee, CM-CIC ASSET MANAGEMENT, Paris - Mr Luc PEYRONEL, Deputy Managing Director, CM-CIC ASSET MANAGEMENT - Mr Didier HUARD, Deputy Director, Banque Transatlantique Luxembourg S.A. Deputy Executives - Mr Lucien EULER, Managing Director, Luxcellence Management Company S.A. - Mr Stéphane COCHENER, Deputy Managing Director, Transatlantique Gestion, 26 Avenue Franklin D. Roosevelt, Paris. Custodian Bank and Central Administrative Agent, Domiciliation Agent BANQUE TRANSATLANTIQUE LUXEMBOURG S.A. 17, Côte d Eich L-1450 Luxembourg. Promoter BANQUE TRANSATLANTIQUE LUXEMBOURG S.A. 17, Côte d Eich L-1450 Luxembourg. Managers CM CIC Asset Management Paris 4, Rue Gaillon F Paris. TRANSATLANTIQUE GESTION, Paris 26, Avenue Franklin D. Roosevelt F Paris

11 Administrative Agent, Registrar and Transfer Agent CACEIS BANK Luxembourg 5, Allée Scheffer L-2520 Luxembourg Distributor BANQUE TRANSATLANTIQUE LUXEMBOURG S.A. 17, Côte d Eich L-1450 Luxembourg Auditor PRICEWATERHOUSECOOPERS S.AR.L. 400, Route d Esch L-1471 Luxembourg

12 GENERAL FRAMEWORK Legal form EUROMUTUEL SICAV is an Investment Company with Variable Capital under Luxembourg Law (SICAV), incorporated on 22 June 1990 for an indefinite term in the form of a Limited Company and composed of multiple Subfunds enabling investors to choose between several Subfunds with different investment objectives, in accordance with the Law of 17 December 2010 concerning undertakings for collective investment, as amended (the Law on UCIs ) and in accordance with the Law of 10 August 1915 on commercial companies, as amended (the Law of 1915 ). The SICAV constitutes a single legal entity. In the relations of Shareholders with each other, each Subfund is treated as a separate entity in its own right. Registered office The registered office of the SICAV is established in Luxembourg, at 17, Côte d Eich, L-1450 Luxembourg. The SICAV is registered with the Luxembourg Trade and Companies Register under number B The Central Administration of the SICAV is in Luxembourg. Articles of Association The Articles of Association of the SICAV (the Articles of Association ) were published in the Memorial C, Section for Companies and Associations of the Grand Duchy of Luxembourg (the Memorial C ), N 269 on 7 August 1990 and were lodged with th e Clerk to the District Court of and in Luxembourg, from where copies may be obtained. The Articles of Association were amended: on 1 September 1995, published in the Memorial C N 576 on 11 November 1995 and lodged with the Clerk to the District Court of and in Luxembourg; on 3 September 1999, published in the Memorial C N 721 on 28 September 1999 and lodged with the Clerk to the District Court of and in Luxembourg; on 2 October 2006, published in the Memorial C N 1967 on 19 October 2006 and lodged with the Clerk to the District Court of and in Luxembourg; on 26 June 2009, published in the Memorial C N on 12 August 2009 and lodged with the Clerk to the District Court of and in Luxembourg. Corporate object and investment characteristics The exclusive object of the SICAV is to invest the funds at its disposal in transferable securities and any other authorised assets as specified in Article 41 of Part I of the Law on UCIs, with the aim of spreading investment risks and having its Shareholders benefit from the results of the management of its assets. The SICAV may take all steps and perform all operations which it deems useful to the accomplishment and development of its object within the broadest sense of the Law on UCIs. The Shareholders will be able at any time to choose the level of investments they wish to make in each of these Subfunds, and such arrangement may be altered whenever they deem it opportune. The aim of the SICAV is to seek a high performance or a regular increase of value for each of the Subfunds whilst selecting transferable securities issued by first-class issuers observing the spread risk policy. The SICAV gives the Shareholder the opportunity to benefit from its own prospects of market evolution through the choice of Subfunds. Diversification of the portfolios comprising the Subfunds ensures a limitation of the risks inherent in any investment, nonetheless without totally excluding them. The SICAV therefore cannot guarantee complete achievement of its objectives

13 SHARE CAPITAL The capital of the SICAV is equal at any time to the value in euros ( EUR ) of the total net assets of all the Subfunds, as calculated in accordance with Article 11 of the Articles of Association. The minimum share capital is EUR 1,250,000. The SICAV was incorporated with an initial capital of 50,000,000 French francs, represented by 100,000 shares without nominal value. SUBFUNDS The SICAV consists of 6 Subfunds which are characterised by the specific investment policies described in Book II of the present document. The Subfunds are: -The Subfund A named Euromutuel SICAV Court Terme Euro, denominated in EUR; -The Subfund B named Euromutuel SICAV Actions Internationales, denominated in EUR; -The Subfund D named Euromutuel SICAV Brongniart Rendement Lux, denominated in EUR; -The Subfund E named Euromutuel SICAV Obligations Euro, denominated in EUR; -The Subfund K named Euromutuel SICAV Actions Asie Pacifique, denominated in EUR; -The Subfund N named Euromutuel SICAV Brongniart Valeurs Européennes, denominated in EUR. The accounts of the Subfunds are kept in their respective valuation currencies. The Board of Directors currently places the 6 Subfunds at the disposal of investors which constitute the same number of separate portfolios. The Subfunds listed below were accepted by the Financial Markets Authority (the AMF ) for authorisation for marketing in France: Name of the Subfund The Subfund A named Euromutuel SICAV Court Terme Euro. The Subfund B named Euromutuel SICAV International Shares. The Subfund D named Euromutuel SICAV Brongniart Rendement Lux. The Subfund E named Euromutuel SICAV Obligations Euro. The Subfund K named Euromutuel SICAV Actions Asie Pacifique. The Subfund N named Euromutuel SICAV Brongniart Valeurs Européennes. Date of authorisation delivered by the Financial Markets Authority 15 November November November November August August 2007 The securities of the Subfunds are chosen from among the securities listed on a recognised stock market in any country in Europe, Asia, Oceania, Africa and the American Continent, or traded on another regulated market in one of those countries which must be operating regularly, recognised and open to the public

14 SHARES AND SHAREHOLDERS RIGHTS The Board of Directors may at any time and within the limits authorised by the Articles of Association and by the Law on UCIs create as many Subfunds as will be necessary, according to the criteria and terms defined by it. If such Subfunds are created, the present Prospectus will be amended accordingly. Within each Subfund, the Board of Directors will be able at any time and without limitation to issue Shares in different categories and classes which may be distinguished by their distribution policy (Distribution and/or Capitalisation Shares), their reference currency, the fees applicable to them, their marketing policy and/or any other criterion to be defined by the Board of Directors. The Shares of each Subfund will be issued in the form of bearer or registered certificates. They will be without any indication of their value and fully paid up, freely tradable and benefit from no right of preference or pre-emption. A Shareholder may apply at any time for the transfer of his bearer Share into a registered certificate, or vice-versa. In such a case, the SICAV will be entitled to expect the Shareholder to bear the costs involved. Any Share, whatever the Subfund to which it relates and whatever the NAV per Share, will give a right to one vote at General Meetings of Shareholders. The SICAV may issue fractions of Shares up to one thousandth of a Share. The rights attached to fractions of Shares will be exercised prorata to the fraction held by the Shareholder, except the voting right which may only be exercised for a whole number of Shares. ASSET VALUATION AND NAV CALCULATION Asset valuation The assets of the SICAV include: (i) (ii) (iii) (iv) (v) (vi) All cash in hand or on deposit, including accrued interest not yet due; Any bills and demand notes and accounts receivable including the proceeds of the sale of securities the price of which has not yet been collected; All securities, units, shares, bonds, option or subscription rights and other investments and transferable securities which are the property of the SICAV; All dividends and distributions to be received by the SICAV in cash or in securities to the extent that the SICAV may reasonably know of them (the SICAV may nonetheless make adjustments in relation to fluctuations of the market value of transferable securities caused by practices such as ex-dividend or ex-right trading); All interest accrued and outstanding not yet received and all interest produced until payment date by securities which are the property of the SICAV except nonetheless if such interest is included in the principal price of those securities; The costs of establishment of the SICAV to the extent that they have not been amortised; (vii) All other assets of whatsoever nature they may be, including expenses paid in advance. Notwithstanding what may have been specified for a Subfund, the value of these assets will be determined as follows: 1. The value of cash in hand or on deposit, any bills and demand notes and accounts receivable, expenses paid in advance, dividends and interest announced or due not yet collected will be established by the nominal value of those assets, unless it proves unlikely that such value can be collected; in the latter case, the value will be determined by deducting such an amount that the SICAV considers adequate to reflect the real value of those assets. 2. The value of all transferable securities and money market instruments listed or traded or quoted officially or on another regulated market, operating regularly, recognised and open to the public will be based on the last price known in Luxembourg on

15 Valuation Day, and if that security is traded on several markets, on the basis of the last known price on the principal market for that security. 3. To the extent that transferable securities and money market instruments in the portfolio on Valuation Day are not listed or traded or quoted officially or on another regulated market, operating regularly, recognised and open to the public, or if, for securities which are listed or traded officially or on another organised market, the price determined according to paragraphs 2) and 3) above is not representative of the real value of those transferable securities and money market instruments, the valuation will be based on the probable realisation value, which will be estimated with prudence and in good faith. 4. Values expressed in another currency than that of the respective Subfunds will be converted at the last known average rate. If such an exchange rate is not available, the exchange rate will be determined by the Board of Directors in good faith. 5. Money market instruments and fixed-income securities may be valued on the basis of the amortised cost, a method which consists after purchase of taking a constant amortisation into consideration in order to achieve the redemption price on the maturity of the security. 6. The value of securities representative of any undertaking for collective investment will be determined on the basis of the last available NAV. 7. The value of option contracts and future contracts will be based on the last available price on the stock market which is normally the principal market for such assets, given that if a future contract or an option contract cannot be liquidated on the date of calculation of the net assets, the Board of Directors will determine the basis for calculation of the liquidation value of such a contract fairly and reasonably. The liquidation value of future contracts and option contracts which are not listed or traded on a stock market or other regulated markets will be determined by their net liquidation value, determined according to the policy established by the Board of Directors as applied constantly to such types of contract. 8. Future currency contracts are valued at their fair market value determined on the basis of the price provided by independent sources. 9. Financial instruments on indices or interest rate swaps will be valued at their value established by reference to the index, to the applicable instrument or to the applicable interest rate curve which is subject to parameters such as the level of the index, interest rates, the estimated yields on shares and volatility of the index; The liabilities of the SICAV include: (i) (ii) (iii) (iv) (v) All borrowings, effects outstanding and accounts payable; All administration costs, outstanding or due, including the remuneration of Distributors, Custodians, representatives and agents of the SICAV; All known liabilities outstanding and non-outstanding; An appropriate provision for taxes on capital and on income until Valuation Day and fixed by the Board of Directors and other reserves authorised or approved by the Board of Directors; All other liabilities of the SICAV, of whatsoever nature they may be, except liabilities represented by the SICAV s own means. For valuation of the amount of these liabilities, the SICAV may take account of expenses, which are regular or periodic, by an estimate for the year or any other period dividing the amount prorata temporis. The net assets of each Subfund of the SICAV include: The net assets of each Subfund of the SICAV will consist of the assets of each Subfund of the SICAV as defined above less the liabilities of each Subfund as defined above at the close of the Valuation Day on which the NAV of the Shares is determined, and relative to each Subfund

16 Calculation of the NAV per Share The NAV per Share is calculated as follows: - For Subfunds A, B, D, K and N, each full bank working day in Luxembourg; and - For Subfund E, each Thursday, full bank working day in Luxembourg. If that day is not a full bank working day in Luxembourg, the calculation shall be made on the first full bank working day thereafter. The NAV of the Shares of all the Subfunds is expressed in the respective valuation currency of the Subfund. The NAV of a Share will be expressed in a figure obtained by dividing the net assets of the Subfund concerned by the number of Shares issued and in circulation for that Subfund. The net assets attributable to all the Shares of each Subfund will be constituted by the assets less the liabilities on the Valuation Day on which the NAV of the Shares is determined. The percentage of the total of the net assets to be attributed to each class of Shares is, from the start, equal to the percentage represented by the total number of Shares of each class. It is adjusted as follows: following each distribution of dividends in cash on Distribution Shares, the total of the net assets to be attributed to the Distribution Shares is subject to a reduction equal to the said distribution of dividends (thus resulting in a reduction of the percentage of the total net assets attributed to that class of Shares) whilst the total net assets to be attributed to Capitalisation Shares remains the same (thus resulting in an increase of the percentage of the total net assets attributed to that class of Shares). RECEIPT OF SUBSCRIPTION, CONVERSION AND REDEMPTION ORDERS Subscription, redemption and conversion orders are received by the SICAV, the Registrar and Transfer Agent and the Distributors. Subscription, redemption and conversion orders must be received by the SICAV at the latest at 12 o clock (Luxembourg time) on the bank working day preceding Valuation Day ( Order Receipt Day ) and will be processed on the basis of the NAV calculated on the Valuation Day following the Order Receipt Day. Subscription, redemption and conversion orders received after 12 o clock (Luxembourg time) that same bank working day will be processed on the basis of the NAV calculated on the second Valuation Day following Order Receipt Day. As a result, subscriptions, redemptions and conversions are made at an unknown value. For the Subfund Euromutuel Sicav-Court Terme Euro, subscription, redemption and conversion orders must be received by the SICAV at the latest by 10 o clock (Luxembourg time) on Valuation Day and will be processed on the basis of the NAV calculated on that Valuation Day. For the Subfund Euromutuel Sicav-Court Terme Euro, subscription, redemption and conversion orders received by the SICAV after 10 o clock (Luxembourg time) on Valuation Day will be processed on the basis of the NAV calculated on the following Valuation Day. As a result, subscriptions, redemptions and conversions are made at an unknown value. Market Timing and Late Trading The practices of Market Timing and Late Trading, as defined on page 5 of the Prospectus, are formally prohibited. The SICAV reserves the right to reject subscription orders originating from an investor which it suspects of using such practices and may if necessary take the measures necessary to protect the other Shareholders

17 SUBSCRIPTION TO SHARES The Board of Directors is authorised to issue Shares at any time and without limitation depending on the SICAV s investment possibilities and the situation on the financial markets. Subscriptions are increased by a entry charge of 5% maximum, whatever the Subfund chosen, to the benefit of Distributors. Any subscription to new Shares must be fully paid up. The price is payable in EUR. Nevertheless, if the Shareholder wishes to pay the price in another freely convertible currency, the exchange transaction will be executed by the Registrar and Transfer Agent on behalf and at the cost of the Shareholder. The price is payable at the latest 4 working days after the applicable date for NAV calculation, on behalf of the SICAV to the Registrar and Transfer Agent. Subject to receipt of the full subscription price, the securities will normally be delivered within 15 days. There will be no issue of Shares for a given Subfund during any period when the NAV calculation for Shares in that Subfund is temporarily suspended by the SICAV by virtue of the powers granted to it by Article 12 of the Articles of Association. The Board of Directors may restrict or block the ownership of Shares in the SICAV by any natural person or legal entity, if it considers that such ownership might be prejudicial to the SICAV. The Board of Directors may, in particular, limit or prohibit the ownership of Shares by American Nationals. The Board of Directors may also at any time repurchase the Shares held by bearers who are not approved to purchase or hold Shares in the SICAV. REDEMPTION OF SHARES Each Shareholder may at any time apply for the redemption of his Shares in the SICAV. Any redemption application is irrevocable except in the case of suspension of the NAV calculation. The redemption order must be made in writing (fax, telex, letter and so on) and must specify the name of the investor, the Subfund and the number of Shares to be redeemed. The Shareholder must immediately send the SICAV, the Registrar and Transfer Agent or the Distributor the certificates of the Shares concerned, if they have been issued, accompanied by an irrevocable letter applying for the redemption, and specifying the address where payment must be sent. Redemption orders must be received by the SICAV at the latest at 12 o clock (Luxembourg time) on the bank working day preceding Valuation Day (the Redemption Order Receipt Day ). The redemption price is equal to the NAV calculated on the Valuation Day following the Redemption Order Receipt Day. Orders received after 12 o clock (Luxembourg time) that same bank working day will be processed on the basis of the NAV calculated on the second Valuation Day following the Redemption Order Receipt Day. For the Subfund Euromutuel Sicav-Court Terme Euro, redemption orders must be received by the SICAV at the latest by 10 o clock (Luxembourg time) on Valuation Day. The redemption price is equal to the NAV calculated on Valuation Day. For the Subfund Euromutuel Sicav-Court Terme Euro, redemption orders received by the SICAV after 10 o clock (Luxembourg time) on Valuation Day will be processed on the basis of the NAV calculated on the following Valuation Day. Redemptions will generally be in EUR. Nevertheless, if the Shareholder wishes to be paid in another freely convertible currency, the exchange transaction will be executed by the Registrar and Transfer Agent on behalf and at the cost of the Shareholder, without responsibility for the SICAV

18 The reimbursement will be payable within 4 working days of the determination of the NAV or on the date on which the certificates or confirmations of Shares have been received by the SICAV, if that date is later. Furthermore, the SICAV reserves the right to restrict the ownership of its Shares by any legal entity, or block it, whenever it appears that the SICAV might suffer fiscal, financial, legal or other disadvantages by enabling or accepting that such entity becomes or remains a Shareholder. Redemption other than in cash The SICAV is entitled, if the Board of Directors so decides, to reimburse any Shareholder otherwise than in cash if they apply for redemption of their Shares by allocating to the holder the proceeds of the investment made from the pool of assets established for that category or categories of Shares equivalent in value on the Valuation Day on which the redemption price is calculated in relation to the value of the Shares to be redeemed. The nature and type of assets to be transferred in this case are determined fairly and reasonably and without prejudice to the interests of other Shareholders of the category or categories of Shares concerned, and the calculated value must be confirmed by a special report from the auditor. The costs associated with these transfers are borne by the transferee. CONVERSION OF SHARES The SICAV offers its Shareholders the option to convert all or some of their Shares in one Subfund to another. Indeed, any Shareholder will be entitled to apply for the conversion of the Shares he holds in the initial Subfund into the Shares of a new Subfund. Conversion from one Subfund to another is not for the moment subject to any conversion fee. Conversion orders must be received by the SICAV at the latest by 12 o clock (Luxembourg time) of the bank working day preceding Valuation Day (the Conversion Order Receipt Day ). Share conversion orders will be processed on the basis of the NAV calculated on the Valuation Day following the Conversion Order Receipt Day. Orders received after 12 o clock (Luxembourg time) on that same Conversion Order Receipt Day will be processed on the basis of the NAV calculated on the second Valuation Day following the Conversion Order Receipt Day. For the Subfund Euromutuel Sicav-Court Terme Euro, Share conversion orders are processed on the basis of the NAV calculated on Valuation Day provided that the conversion orders have been received by the SICAV at the latest by 10 o clock (Luxembourg time) on the said Valuation Day. For the Subfund Euromutuel Sicav-Court Terme Euro, orders received after 10 o clock (Luxembourg time) on Valuation Day will be processed on the basis of the NAV calculated on the following Valuation Day. The applicable NAV will be the respective NAV of the Subfunds concerned determined on that same Valuation Day. Conversions will be payable within 4 working days of the determination of the NAV or the date on which the certificates or confirmations of Shares shall have been received by the SICAV, if that date is later. The Shareholder wishing to convert all or some of his Shares from one Subfund to another may, at any time, make the application in writing to the SICAV, the Registrar and Transfer Agent or the Distributor. The application will specify the Subfund of the Shares held and the number of Shares to be converted, as well as the Subfund of the Shares to be obtained in exchange

19 The Shareholder must immediately submit to the SICAV, the Registrar and Transfer Agent or the Distributor the certificates of Shares held, if they have been issued, accompanied by an irrevocable redemption and subscription application for the new Subfund and specifying the address to which payment of any possible balance resulting from the conversion must be sent. If certificates of registered Shares have been issued for Shares in the initial Subfund, new certificates will only be established when the old certificates are received by the SICAV. In the case of a conversion of bearer Shares, this can only take place by delivery of the certificate(s), if they have been issued, complete with all non-accrued coupons. Conversion from one Subfund to another is no longer possible if the NAV calculation has been suspended for one of the Subfunds concerned. SUSPENSION OF THE NAV CALCULATION Without prejudice to the legal causes of the suspension, the SICAV is authorised, temporarily and with immediate effect, to suspend calculation of the NAV of one or more Subfunds, as well as issues, conversions and redemptions of Shares in the following case: During any period in which a market or securities exchange forming the basis for valuation of a substantial portion of the assets of the SICAV or one or more given Subfunds, is closed, except for normal closing, or when transactions are subject to significant restrictions or suspended; When the political, economic, military, monetary, social situation or when any other emergency situation breakdown of means of communication, or any event of force majeure, beyond the control or power of the SICAV, make it impossible for the latter to dispose of all or part of the assets by reasonable and normal means, without prejudicing the interests of the Shareholders of one or more given Subfunds; When exchange restrictions or those on the movement of capital hamper the execution of transactions on behalf of the SICAV or when transactions for the purchase or sale of the assets of the SICAV cannot be executed at normal exchange rates; On publication of the convening notice to a General Meeting of Shareholders during the course of which the dissolution of the SICAV will be proposed; When the value of any investment whatsoever by the SICAV cannot be known or determined with sufficient speed or accuracy, for whatever reason that may be; In the case where it is impossible to define the price of units or shares in undertakings for collective investment which represent a substantial part of the Subfund concerned; On publication of the convening notice to the General Meeting of Shareholders with a view to deliberating on the dissolution of the SICAV; With a view to establishing the exchange rate within the context of a merger, demerger, asset contributionor other restructuring operation by or in one or more Subfunds in the SICAV and during a period of 2 bank working days in Luxembourg; and Also in cases where the Board of Directors considers, with justification, that such a suspension is necessary to safeguard the general interests of the Shareholders concerned. Such a suspension of the NAV calculation and the cessation of that suspension shall, for the Subfunds concerned, be brought to the attention of Shareholders wishing redemption by the SICAV, the other Shareholders being informed by a notice in the press. Such suspension shall have no effect on the NAV calculation, subscription, conversion and redemption of Shares of Subfunds not concerned

20 DISTRIBUTIONS The SICAV does not intend to distribute dividends to Shareholders. This policy is valid for all the Subfunds. Nevertheless, in the case of changes of economic or fiscal circumstances and if the interests of Shareholders so demand, the Board of Directors shall not however refrain from proposing to the General Meeting of Shareholders that there be a distribution of dividends for one, several or all the Subfunds, within the limits provided by the Law on UCIs. Dividends may be paid in the currency of the Subfund or any other currency chosen by the Board of Directors, at a time and place which it shall establish and at the exchange rate which it shall determine. Any declared dividend which has not been claimed by its beneficiary within 5 years to count from its attribution may no longer be claimed and will revert to the Subfund concerned. No interest will be paid on any dividend whatsoever declared by the SICAV and held by it at the disposal of its beneficiary. GENERAL MEETING OF SHAREHOLDERS The Annual General Meeting of Shareholders of the SICAV is held each year at the registered office of the SICAV or at any other address in the commune of Luxembourg which will be specified in the convening notice. This Annual General Meeting is held on the second Friday in the month of December at 11 o clock. If that day is a public holiday, the General Meeting will be held on the next bank working day thereafter. All other General Meetings of Shareholders of the SICAV will be held on the day, at the time and at the place specified in the convening notice published in the Memorial C, in the Lëtzebuerger Journal and possibly in the newspapers of countries when the Shares of the SICAV are offered to the public for sale. Convocations to General Meetings of the SICAV are sent by letter to the registered Shareholders at least 8 (eight) days prior to the date of the Meeting, but without the need to prove the completion of this formality. Convening notices specify the agenda, the conditions of admission and the quorum and majorities required at the Meeting, in accordance with the Law of Moreover, the Shareholders of each Subfund will form a separate General Meeting, deliberating and deciding under the conditions of presence and majority as determined by the Law then in force for the following points and in the following cases: (i) in the case of any possible decision on the distribution of a dividend to Shareholders of the Subfund concerned; (ii) generally, in all cases where the rights and obligations specific to their Subfund are in question. The SICAV draws the attention of investors to the fact that any investor may only fully exercise his investor rights directly against the SICAV (particularly the right to attend General Meetings of Shareholders) in the case where the investor himself appears in his name in the Register of Shareholders. In cases where an investor invests in the SICAV via an intermediary investing in the SICAV in his name but on behalf of the investor, certain rights attached to the capacity of Shareholder cannot necessarily be exercised by the investor directly vis-à-vis the SICAV. The investor is recommended to find out about his rights

21 SHAREHOLDER INFORMATION The NAV, the subscription price, the redemption price and the conversion price for the Shares in each Subfund are available on Valuation Day from the registered office of the SICAV, the Custodian Bank and the Distributors. At the end of each financial year the SICAV publishes an audited annual report and at the end of each half-year a non-audited financial report containing in particular the SICAV s asset situation, the number of Shares issued and an indication of the number of Shares issued and redeemed since the previous publication. The financial report contains separate financial statements established for each Subfund. The audited annual reports will be available from the registered office of the SICAV at least 15 days prior to the Annual General Meeting. The non-audited half-yearly reports relating to the situation as at 31 March will be available from the registered office of the SICAV within 2 months following the end of the half-year in question. The annual and half-yearly reports are also available from the counters of the banks authorised to sell Shares in the SICAV. Amendments to the SICAV s Articles of Association will be published in the Memorial C. Notices intended for the bearers of Shares will be published in the Lëtzebuerger Journal and in the newspapers of countries where the Shares of the SICAV are offered to the public for sale. The convening notice to the General Meeting ruling on the dissolution of the SICAV will be published in the Memorial C, in the Lëtzebuerger Journal and in the newspapers of countries where the Shares of the SICAV are offered to the public for sale. Copies of the Articles of Association and the financial reports may be obtained from the registered office of the SICAV. Also available to the public are the elements of contracts concluded by the SICAV which are likely to interest Shareholders. The SICAV s financial year commences on 1 October and closes on 30 September each year. The SICAV s annual accounts are denominated in Euros, the reference currency of the share capital. In application of CSSF Regulation 10-4 and CSSF Circular 11/508, the SICAV implements procedures and strategies including: - Procedure concerning the processing of complaints submitted by investors: The bearers of Shares may submit complaints free of charge to their local representative or to the SICAV which will register and process them as quickly as possible. Details of the complaints processing procedure may be obtained free of charge from the registered office of the SICAV. - Strategies for the exercise of voting rights attached to instruments held in the managed portfolios. A summary description of these strategies is available on the site and may be obtained free of charge from the registered office of the SICAV. KIID Documents will be provided to Shareholders before their first subscription application and before any Share conversion application, in accordance with the applicable Laws and Regulations. KIID Documents also available on the following web site:

22 INVESTMENTS AND INVESTMENT RESTRICTIONS (I) Investments By application of the Law on UCIs and the Articles of Association of the SICAV, investments made by the SICAV for each of the Subfunds are subject to the following restrictions: 1. Investments by the SICAV are exclusively in: a) transferable securities and money market instruments listed or traded on a Regulated Market and/or; b) transferable securities and money market instruments traded on another market of a Member State of the European Union, regulated, operating regularly, recognised and open to the public and/or; c) transferable securities and money market instruments officially listed on a securities exchange of a State which is not part of the European Union or traded on another market of a State which is not part of the European Union, regulated, operating regularly, recognised and open to the public, insofar as the choice of exchange or market has been provided by the Articles of Association. The Articles of Association permit investment on any securities exchange which is regulated, operating regularly, recognised and open to the public, established in a European, African, American, Asian or Oceanian country; d) transferable securities and money market instruments which are newly issued, subject to the fact that: - the issue conditions contain the undertaking that the application for official listing on a securities exchange or another regulated market, operating regularly, recognised and open to the public, is introduced, insofar as the choice of the exchange or market has been provided in the Articles of Association; - the admission is obtained at the latest before the end of a period of one year from issue; e) units in approved UCITS in accordance with Directive 2009/65/EC and/or other UCIs within the meaning of Article 1 (2) first and second indents of Directive 2009/65/EC, whether or not situated in a Member State of the European Union ( Other UCIs ), provided that: - those Other UCIs are approved in accordance with legislation providing that these undertakings are subject to surveillance which the CSSF considers to be equivalent to that provided by community legislation and cooperation between the authorities is sufficiently guaranteed, in particular the countries of the European Union, Norway, Canada, Hong Kong and Japan; The level of protection guaranteed to the unit holders in these Other UCIs is equivalent to that provided for the unit holders in a UCITS and, in particular, the rules relating to the asset segregation, borrowing, loans, short sales of transferable securities and money market instruments are equivalent to the requirements of Directive 2009/65/CE; - the activities of these Other UCIs are the subject of half-yearly and annual reports enabling a valuation to be made of the assets and liabilities, profits and transactions for the period concerned; - the proportion of assets of the UCITS or these Other UCIs the acquisition of which is envisaged, which, according to their constitutive documents, may be invested globally in units of other UCITS or Other UCIs does not exceed 10%; f) deposits with a credit institution repayable on demand or which may be withdrawn and with a maturity less than or equal to twelve months, provided that the credit institution has its registered office in a Member State of the European Union or, if the registered office of the credit institution is situated in a third country member of the OECD or the FATF, is subject to prudential rules considered by the CSSF to be equivalent to those provided by community legislation; g) financial derivatives, including similar instruments giving rise to a cash settlement, which are traded on a regulated market of the type referred to in points a), b) and c) above; and/or over-the-counter financial derivatives, provided that: - the underlying consists of instruments relating to the present point 1, in financial indices, interest rates, exchange rates or currencies, in which the SICAV may make investment in accordance with its investment objectives, as emerge from the constitutive documents;