Manager: Affin Hwang Asset Management Berhad ( T) Trustee: Deutsche Trustees Malaysia Berhad ( H)

Transcription

1 AFFIN HWANG EUROPEAN UNCONSTRAINED FUND THIS IS A SUPPLEMENTAL INFORMATION MEMORANDUM WHICH HAS TO BE READ IN CONJUNCTION WITH THE INFORMATION MEMORANDUM DATED 2 FEBRUARY 2016 This supplemental information memorandum is dated 15 August 2016 ( Supplemental Information Memorandum ) and must be read together with the information memorandum dated 2 February 2016 ( Information Memorandum ) for the Affin Hwang European Unconstrained Fund (hereinafter referred to as the Fund ). Manager: Affin Hwang Asset Management Berhad ( T) Trustee: Deutsche Trustees Malaysia Berhad ( H) INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS SUPPLEMENTAL INFORMATION MEMORANDUM WHICH IS TO BE READ TOGETHER WITH THE INFORMATION MEMORANDUM DATED 2 FEBRUARY IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

2 THIS IS SUPPLEMENTAL INFORMATION MEMORANDUM WHICH HAS TO BE READ IN CONJUNCTION WITH THE INFORMATION MEMORANDUM DATED 2 FEBRUARY 2016 Responsibility Statements This Supplemental Information Memorandum has been seen and approved by the directors of Affin Hwang Asset Management Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. Statements of Disclaimer A copy of this Supplemental Information Memorandum is deposited with the Securities Commission Malaysia. The Securities Commission Malaysia will not be liable for any non disclosure on the part of Affin Hwang Asset Management Berhad and takes no responsibility for the contents of the Supplemental Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the contents of this Supplemental Information Memorandum. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT PROFESSIONAL ADVISERS IMMEDIATELY. Additional Information This Supplemental Information Memorandum is not intended to and will not be issued and distributed in any country or jurisdiction other than in Malaysia ( Foreign Jurisdiction ). Consequently, no representation has been and will be made as to its compliance with the laws of any Foreign Jurisdiction. Accordingly, no issue or sale of Units of the Fund to which this Supplemental Information Memorandum relates, is made in any Foreign Jurisdiction or under any circumstances, where such action is unauthorised. 1

3 THIS IS A SUPPLEMENTAL INFORMATION MEMORANDUM WHICH HAS TO BE READ IN CONJUNCTION WITH THE INFORMATION MEMORANDUM DATED 2 FEBRUARY 2016 Unless otherwise provided in this Supplemental Information Memorandum, all the capitalized terms used herein shall have the same meanings as ascribed to them in the Information Memorandum. EXPLANATORY NOTE The business address of the Manager has been changed to Ground Floor, Menara Boustead, 69, Jalan Raja Chulan, Kuala Lumpur. The name of the Fund has been changed to Affin Hwang World Series European Unconstrained Fund. The definition of Qualified Investors is amended pursuant to the Guidelines on Unlisted Capital Market Products Under The Lodge And Launch Framework. A. GENERAL AMENDMENT The name of the Fund Affin Hwang European Unconstrained Fund is hereby amended to Affin Hwang World Series European Unconstrained Fund. All references in the Information Memorandum to Affin Hwang European Unconstrained Fund shall be replaced with Affin Hwang World Series European Unconstrained Fund. All references to the Qualified Investors will be deleted and replaced with Sophisticated Investors. B. CHAPTER 1 CORPORATE DIRECTORY Page 1 of the Information Memorandum AHAM s business address is hereby deleted in its entirety and replaced with the following: Ground Floor, Menara Boustead, 69, Jalan Raja Chulan, Kuala Lumpur. C. CHAPTER 12 DIRECTORY OF SALES OFFICE Pages 33 of the Information Memorandum The information on the Directory of Sales Office is hereby deleted in its entirety and replaced with the following: HEAD OFFICE Ground Floor, Menara Boustead 69 Jalan Raja Chulan Kuala Lumpur Tel : Fax : Toll Free No : customercare@affinhwangam.com Website: SELANGOR A 7 G Jaya One No. 72A, Jalan Universiti 46200, Petaling Jaya, Selangor Tel: Fax: PENANG No. 10 C 23 & 10 C 24, Precinct 10 Jalan Tanjung Tokong Penang Tel : Fax : PERAK 13A Persiaran Greentown 7 Greentown Business Centre Ipoh, Perak Tel: Fax: JOHOR 1 st Floor, No. 93, Jalan Molek 1/29 Taman Molek Johor Bahru, Johor Tel : / 5977 Fax : MELAKA Ground Floor No. 584 Jalan Merdeka Taman Melaka Raya Melaka Tel: Fax: SABAH Lot No. B 2 09, 2 nd Floor Block B, Warisan Square Jalan Tun Fuad Stephens Kota Kinabalu, Sabah Tel : Fax : SARAWAK Ground Floor, No. 69 Block 10, Jalan Laksamana Cheng Ho Kuching, Sarawak Tel : Fax : st Floor, Lot 1291 Jalan Melayu, MCLD Miri, Sarawak Tel : Fax :

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5 This Information Memorandum has been seen and approved by the directors of Affin Hwang Asset Management Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. A copy of this Information Memorandum is lodged with the Securities Commission Malaysia. The Securities Commission Malaysia will not be liable for any non disclosure on the part of Affin Hwang Asset Management Berhad and takes no responsibility for the contents of this Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the contents of this Information Memorandum. This Information Memorandum is not intended to and will not be issued and distributed in any country or jurisdiction other than in Malaysia ( Foreign Jurisdiction ). Consequently, no representation has been and will be made as to its compliance with the laws of any Foreign Jurisdiction. Accordingly, no issue or sale of Units of the Fund to which this Information Memorandum relates, is made in any Foreign Jurisdiction or under any circumstances, where such action is unauthorised.

6 TABLE OF CONTENTS SECTION PAGE 1. CORPORATE DIRECTORY GLOSSARY ABOUT THE FUND ABOUT THE TARGET FUND UNDERSTANDING THE RISKS OF THE FUND AND THE TARGET FUND WHAT ARE THE FEES AND CHARGES INVOLVED? DEALING INFORMATION VALUATION POLICY AND VALUATION BASIS RELEVANT PARTIES TO THE FUND RELATED INFORMATION INVESTORS INFORMATION DIRECTORY OF SALES OFFICE... 33

7 1. CORPORATE DIRECTORY The Manager Affin Hwang Asset Management Berhad ( T) Registered Office 27 th Floor, Menara Boustead, 69 Jalan Raja Chulan Kuala Lumpur Business Address Suite 11 01, 11 th Floor Menara Keck Seng 203 Jalan Bukit Bintang Kuala Lumpur Tel No.: (603) Fax No.: (603) Toll free line: E mail: customercare@affinhwangam.com Website: Board of Directors of the Manager Tan Sri Dato Seri Che Lodin Bin Wok Kamaruddin Puan Maimoonah Binti Mohamed Hussain Mr Teng Chee Wai Mr David Semaya Encik Abd Malik Bin A Rahman (Independent Director) Dato Hj Latip Bin Ismail (Independent Director) Manager s Delegate (fund valuation & accounting function) Deutsche Bank (Malaysia) Berhad ( W) Business address Level 18 20, Menara IMC 8, Jalan Sultan Ismail Kuala Lumpur Tel No. : (603) Fax No. : (603) Company Secretaries Azizah Shukor(LS ) 27 th Floor Menara Boustead 69 Jalan Raja Chulan Kuala Lumpur Wilayah Persekutuan Tax Adviser Deloitte Tax Services Sdn. Bhd. Level 16, Menara LGB, 1 Jalan Wan Kadir Taman Tun Dr Ismail, Kuala Lumpur Auditor PricewaterhouseCoopers Level 10, 1 Sentral, Jalan Rakyat, KL Sentral P.O. Box Kuala Lumpur Banker HSBC Bank (M) Berhad Head Office 2, Leboh Ampang Kuala Lumpur Solicitors Messrs. Soon Gan Dion & Partners 1 st Floor, No. 73, Jalan SS 21/1A Damansara Utama Petaling Jaya FiMM Federation of Investment Managers Malaysia , 7 th Floor, PNB Damansara 19, Lorong Dungun, Damansara Heights Kuala Lumpur Tel No. : (603) Fax No. : (603) info@fimm.com.my Website: Agents Registered unit trust consultants and other approved Institutional Unit Trust Advisers (as and when appointed) of the Manager. Deutsche Trustees Malaysia Berhad ( H) Registered office & Business address Level 20, Menara IMC 8, Jalan Sultan Ismail Kuala Lumpur Tel No. : (603) Fax No. : (603) Trustee s Delegate (Local & Foreign Custodian) Deutsche Bank (Malaysia) Berhad ( W) Business address Level 18 20, Menara IMC 8, Jalan Sultan Ismail Kuala Lumpur Tel No. : (603) Fax No. : (603)

8 2. GLOSSARY the Act or CMSA 2007 AUD Base Currency Bursa Malaysia Business Day CFFS Class P (EUR) Class(es) Clearstream International CESR Guidelines Commencement Date Community Law Means the Capital Markets and Services Act 2007 as originally enacted and amended or modified from time to time. Means the Australia Dollar, the lawful currency of Australia. Means the currency in which the Fund is denominated i.e. EUR. Means the stock exchange managed and operated by Bursa Malaysia Securities Berhad including such other name as it may be changed to from time to time. A day on which the Bursa Malaysia is open for trading. The Manager may declare certain Business Days a non Business Day when deemed necessary, such as in the event of market disruption. Refers to Commission de Surveillance du Secteur Financier. Refers to a class of units offered by the Target Fund. Means any number of Class(es) of Unit(s) representing similar interests in the assets of the Fund and Class means any one Class of Units. Refers to a post trade services provider where it operates securities settlement systems based in both Luxembourg and Germany, which allow for the holding and transfer of securities. Means guidelines on a common definition of European money market funds. Means the date of this Information Memorandum and is the date on which sales of Units of the Fund may first be made. The Commencement Date is also the date of constitution of the Fund. Means the common law in the Member States of the European Union. Company Refers to UBS (Lux) Equity SICAV. Council Directive 83/349/EEC Means Council Directive 83/349/EEC of 13 June 1983 based on Article 54, paragraph 3 under (g) of the Treaty on consolidated accounts, as amended. Deed(s) Refers to the Deed dated 21 October 2015 entered into between the Manager and the Trustee and includes any subsequent amendments and variations to the Deed. Directive 2004/39/EC Means the Directive 2004/39/EC of the Euroepan Parliament and of the Council of 21 April 2004 on markets in financial instruments. Directive 2009/65/EC Means the Directive 2009/65/EC of the Eurpoean Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to the collective investment in transferable securities (UCITS). EU Directive 2003/48/EC Means Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments, is a directive of the European Union enacted to implement the European Union withholding tax, requiring Member States to provide other Member States with information on interest paid to achieve effective taxation of the payments in the member state where the taxpayer is resident for tax purposes. EU Member State Means the member state of the European Union. EUR Means Euro, the official currency of the European Union s member states. Euroclear Refers to a Belgium based financial services company that specializes in the settlement of securities transactions as well as the safekeeping and asset servicing of the securities. European Union A politico economic union of 28 member states that are located primarily in Europe, operates through a system of supranational institutions and 2

9 intergovernmental negotiated decisions by the member states FiMM Means the Federation of Investment Managers Malaysia. Financial Institution Means (1) if the institution is in Malaysia (i) Licensed Bank; (ii) Licensed Investment Bank; (iii) Development Financial Institutions (DFIs); or (iv) Islamic Bank; (2) if the institution is outside Malaysia, any institution that is licensed/registered/approved/authorised by the relevant banking regulator to provide financial services. Forward Pricing Means the method of determining the price of a Unit which is the NAV per Unit calculated at the next valuation point after an application for purchase or repurchase request is received by the Manager. Fourth Council Directive 78/660/EEC Fund GST Means Council Directive 78/660/EEC of 25 July 1978 based on Article 54, paragraph 3 under (g) of the Treaty on the annual accounts of certain types of companies, as amended. Refers to Affin Hwang European Unconstrained Fund. Refers to the tax levied on goods and services pursuant to the Goods and Services Tax Act Guidelines Guidelines on Unlisted Capital Market Products Under The Lodge And Launch Framework issued by the SC and as amended from time to time. Hedged class Means a particular Class that aims to reduce the effect if exchange rate fluctuations between the Based Currency and the currency in which Unit Holders are exposed to having invested in that Class. Information Memorandum Means this offer document in respect of this Fund. Islamic Bank Means a bank under Islamic Financial Services Act Institutional Unit Trust Advisers (IUTA) Means institutional unit trust adviser, which is an institution, a corporation or an organisation that is registered with the FiMM to market and distribute unit trust funds. Law of 2010 Refers to the law of 17 December 2010 relating to undertakings for collective investment, as may be amended from time to time. Licensed Bank Means a bank licensed under Financial Services Act Licensed Investment Bank Means an investment bank licensed under Financial Services Act the Manager Refers to Affin Hwang Asset Management Berhad. Member State MYR NAV Designates a member state of the European Union; states that are parties to the agreement on the European economic area but are not member states of the European Union are considered the same as member states of the European Union, within the limits of that agreement and its related agreements. Means the Malaysian Ringggit, the lawful currency of Malaysia. Means the value of all the assets of the Fund less the value of all the liabilities of the Fund at a valuation point; solely for the purpose of computing the annual management fee and annual trustee fee, the NAV of a Fund is inclusive of the management fee and trustee fee for the relevant day; where a Fund has more than one Class of Units, there shall be a Net Asset Value of the Fund attributable to each Class of Units. 3

10 NAV per Unit Means the Net Asset Value of the Fund at a particular valuation point divided by the number of Unit in Circulation at the same valuation point; where the Fund has more than one Class of Units, there shall be a Net Asset Value per Unit for each Class of Units; the Net Asset Value per Unit of a Class of Units at a particular valuation point shall be the Net Asset Value of the Fund attributable to that Class of Units divided by the number of Units in circulation of that Class of Units at the same valuation point. OECD Means the Organisation for Economic Co operation and Development. Qualified Investors Refers to (1) an individual whose total net personal assets, or total net joint assets with his or her spouse, exceed RM3 million or its equivalent in foreign currencies, excluding the value of the individual s primary residence; (2) an individual who has a gross annual income exceeding RM300,000 or its equivalent in foreign currencies per annum in the preceding 12 months; (3) an individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000 or its equivalent in foreign currencies per annum in the preceding 12 months; (4) a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts; (5) a partnership with total net assets exceeding RM10 million or its equivalent in foreign currencies; (6) a unit trust scheme or prescribed investment scheme; (7) a private retirement scheme; (8) a closed end fund approved by SC; (9) a company that is registered as a trust company under the Trust Companies Act 1949 which has assets under management exceeding RM10 million or its equivalent in foreign currencies; (10) a corporation that is a public company under the Companies Act 1965 which is approved by the SC to be a trustee under the Act and has assets under management exceeding RM10 million or its equivalent in foreign currencies; (11) a statutory body established by an Act of Parliament or an enactment of any State; (12) a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967 [Act 53]; (13) a holder of a capital markets services licence or an executive director or a chief executive officer of a holder of a capital markets services licence; (14) a licensed institution; (15) an Islamic bank licensee; (16) an insurance company licensed under the Financial Services Act 2013; (17) a takaful licensee registered under the Islamic Financial Services Act 2013; (18) a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010 [704]; (19) an Islamic bank licensee or takaful licensee as defined under the Labuan Islamic Financial Services and Securities Act 2010 [705]; and (20) such other investor(s) as may be permitted by the Securities Commission Malaysia from time to time and/or under the relevant guidelines for wholesale funds. Repurchase Charge Means a charge imposed pursuant to a repurchase request. Repurchase Price Means the price payable to a Unit Holder by the Manager for a Unit pursuant to a 4

11 SC Sales Charge Selling Price SGD Special Resolution Target Fund Target Fund Manager Trustee UCI UCITS Unit or Units Units in Circulation Unit Holder or Unit Holders or You USD US Person repurchase request and it shall be exclusive of any Repurchase Charge. Means the Securities Commission Malaysia established under the Securities Commission Act Means a charge imposed pursuant to the Unit Holder s purchase request. Means the NAV per Unit payable by the Unit Holder for the Manager to create a Unit in the Fund and it shall be exclusive of any Sales Charge. Means Singapore Dollar, the lawful currency of Singapore. Means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority of not less than three fourths of the Unit Holders present and voting at the meeting in person or by proxy; for the avoidance of doubt, three fourths of the Unit Holders present and voting means three fourths of the votes cast by the Unit Holders present and voting; for the purposes of winding up the Fund or a Class, Special Resolution means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority in number holding not less than three fourths of the value of the votes cast by the Unit Holders present and voting at the meeting in person or by proxy. Means UBS (Lux) Equity SICAV European Opportunity Unconstrained. Refers to UBS Global Asset Management (UK) Ltd, London. Refers to Deutsche Trustees Malaysia Berhad. Means undertaking for collective investment. Refers to undertakings for collective investment in transferable securities subject to Directive 2009/65/EC. Means an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund and means a Unit of the Fund and if the Fund has more than one class of Units, it means a Unit issued for each Class. Means Units created and fully paid for and which has not been cancelled. It is also the total number of Units issued at a particular valuation point. Refers to the person or persons registered for the time being as the holder or holders of Units of the Fund including persons jointly registered. Means United States Dollar, the lawful currency of United States of America. Means a US citizen or US tax resident individual, (including a green card holder, an individual with substantial US presence and an individual who has US permanent or mailing address), a US corporation, US partnership, US trust or US estate for US federal income tax purposes. 5

12 3. ABOUT THE FUND EUR Class MYR Hedgedclass SGD Hedgedclass AUD Hedgedclass USD Hedgedclass Fund Category Base Currency Fund Type Equity feeder (wholesale) EUR Growth Launch Date 9 November 2015 Initial Offer Price N/A* N/A* N/A* N/A* USD 0.50** * The price of Units will be based on the NAV per Unit. ** The price of Units offered for purchase during the initial offer period. Initial Offer Period Investors Profile Financial Year End Distribution Policy Investment Objective Performance Benchmark Asset Allocation Investment Strategies One (1) day commencing from the date of the Information Memorandum. The Fund is suitable for investors who: 31 March have long term investment horizon; seek capital appreciation through investments in European equities; and have high risk tolerance. The Fund is not expected to make distribution. However, incidental distribution may be declared whenever appropriate. The Fund seeks to achieve capital appreciation over medium to long term period through investments in European equities. Note : Any material change to the Fund s investment objective would require Unit Holders approval. MSCI Europe Index The risk profile of this Fund is different from the risk profile of the benchmark. A minimum of 80% of the Fund s NAV to be invested in the Target Fund; and A maximum of 20% of the Fund s NAV to be invested in money market instruments, fixed deposits and/or liquid assets. The Fund will be investing in a minimum of 80% of the Fund s NAV into the Target Fund and a maximum of 20% of the Fund s NAV into money market instruments, fixed deposits and/or liquid assets. The Manager may take temporary defensive positions that may be inconsistent with the Fund s principal strategy by reducing its investment into the Target Fund and raise liquidity level of the Fund during adverse market conditions to protect the Unit Holders interest. The Manager holds the discretion to substitute the Target Fund with another fund that has a similar objective with the Fund, if, in the Manager s opinion, the Target Fund no longer meets the Fund s investment objective. However, this is subject to the Unit Holder s approval before any such changes are made. The Manager may use derivatives, such as foreign exchange forward contracts and cross currency swaps for hedging purposes. Cross currency swaps and/or foreign exchange forward contracts may be used to hedge the principal and/or the returns of the foreign currency exposure of any of the classes against the Base Currency of the Fund. The employment of derivatives under these circumstances is expected to reduce the impact of foreign currency movements on the Fund s NAV irrespective of the currency classes. While the hedging strategy will assist with mitigating the potential foreign exchange losses by the 6

13 Fund, any potential gains from the hedging strategy will be capped as well. The Fund may also employ derivatives for investment purposes to enhance the returns of the Fund by taking a view on the underlying asset or currency and establish a long position to gain a specific underlying exposure. The types of derivatives envisaged for investment purposes include forwards and swaps which are over the counter or traded on centralized exchange. Permitted Investment Denomination of the Fund Cross Trades Policy Unitholdings in Different Classes The Fund will invest in the following investments: (a) Collective investment scheme; (b) Money market instruments; (c) Fixed deposits with Financial Institutions; (d) Derivatives; and (e) Any other form of investments as may be determined by the Manager from time to time that is in line with the Fund s objective. The transaction for the Fund listed in this Information Memorandum is denominated in EUR as it is the Base Currency for the Fund. The Manager may create new classes of Units in respect of the Fund in the future. Unit Holders will be notified of the issuance of the new classes of Units by way of communiqué and the prospective investors will be notified of the same by way of a supplemental/replacement information memorandum. We may conduct cross trades between funds we currently manage provided that all criteria imposed by the regulators are met. Notwithstanding, cross trades between the personal account of our employee and the Fund s account(s); and between our proprietary trading accounts and the Fund s account(s) are strictly prohibited. Compliance with the criteria are monitored by our compliance unit, and reported to our compliance and risk management committee, to avoid conflict of interests and manipulation that could have a negative impact on the investors. You should note that there are differences when purchasing Units of a Class other than MYR Hedged Class in the Fund. For illustration purposes, assume the exchange rate of a Class (other than MYR Hedged Class) and MYR is 2.4, and you have RM10,000 to invest. The Class (other than MYR Hedged Class) is priced at EUR/AUD/SGD/USD 0.50, while the MYR Hedged Class is priced at MYR By purchasing Units in the MYR Hedged Class, you will receive more Units for every MYR invested in the Fund (i.e. 20,000 Units) compared to purchasing Units in a Class (other than MYR Hedged Class) (i.e. 8,333 Units). Upon a poll every Unit Holder present in person or by proxy shall be proportionate to the value of Unit held by him or her. Hence, holding more number of Units may not give you an advantage when voting at Unit Holders meetings. You should note that in a Unit Holders meeting to terminate or wind up the Fund, a special resolution may only be passed by a majority in number representing at least three fourths (¾) of the value of the Units held by Unit Holders voting at the meeting, and not based on number of Units held. 7

14 4. ABOUT THE TARGET FUND The Target Fund is a sub fund of UBS (Lux) Equity SICAV ( the Company ). The Company was established on 7 October 1996 as an open ended investment fund in the form of a Société d Investissement à Capital Variable (SICAV) pursuant to Part I of the Luxembourg Law of 30 March 1988 relating to undertakings for collective investment and was adapted in March 2005 to conform to the provisions of the Law of 2002; it has been subject to the Law of 17 December 2010 on undertakings for collective investment since 1 July With effect from 15 June 2011, the Company has appointed UBS Fund Management (Luxembourg) S.A. as its management company ( the Management Company ). The Target Fund Manager, UBS Global Asset Management (UK) Ltd, London is commissioned to manage the securities portfolio under the supervision and responsibility of the Management Company, and carries out all relevant transactions while adhering to the prescribed investment restrictions. The portfolio management units of UBS Global Asset Management may transfer their mandates, fully or partially, to associated fund managers within UBS Global Asset Management. However, responsibility in each case remains with the respective target fund manager assigned by the Company. Name of the Target Fund Type of Class Base Currency UBS (Lux) Equity SICAV European Opportunity Unconstrained Class P (EUR) EUR Date of Establishment 14 June 2012 Target Fund Manager Custodian Bank Country of Origin Regulatory Authority Investment Objective General Investment Policy UBS Global Asset Management (UK) Ltd, London UBS (Luxembourg) S.A. Luxembourg Commission de Surveillance du Secteur Financier (CSSF) Luxembourg The Target Fund aims to achieve growth with appropriate earnings, while giving due consideration to capital security and the liquidity of the Target Fund s assets. The Target Fund invest at least two thirds of their assets in equities, other equity shares, dividend right certificates and in an ancillary basis in warrants on equities and other equity shares. Furthermore, the Target Fund may invest up to a maximum of one third of its net assets in countries/regions other than those which its name sug gests. In line with the following guidelines on investment instruments and restrictions, the Target Fund may invest up to 25% of its net assets in convertible and warrant issues whose warrants entitle the holder to subscribe to securities, and up to 15% of net assets in bonds, notes and other fixed income and floating rate investments (incl. floating rate notes) issued by public authorities, semi public enterprises or private borrowers, as well as in money market papers and, linked to the aforementioned, in options on debt instruments issued by the above borrowers. Up to 15% of the net assets may be invested in claims of any type whose income may be qualified as interest within the meaning of EU Directive 2003/48/EC of 3 June 2003 on the taxation of interest income. The Subfund invests a maximum of 10% of its assets in UCITS or UCI, unless stipulated to the contrary in the investment policy of the relevant Subfund. As stipulated in item 1.1 (g) and indent 4 of the Investment Principles below, the Company may, as a main element in achieving the investment policy for the Target Fund, within the statutory limits, use special techniques and financial instruments whose underlying assets are securities, money market instruments and other financial instruments. 8

15 ABOUT THE TARGET FUND Special Investment Policy Investment Principles The markets in derivatives are volatile and both the chance of earning returns and the risk of suffering losses are higher than with investments in securities. The Target Fund may hold liquid funds on an ancillary basis. The Target Fund predominantly invests in equities, equity rights or other capital shares of companies domiciled or chiefly active in Europe. Through a combination of long positions and short positions, the Target Fund typically aims for a net equity exposure of between 80% and 120% of the total net assets. This net exposure may vary between 50% and 150% of the total net assets. The maximum gross long equity exposure must not exceed 150% of the net assets and the maximum gross short equity exposure is limited to 50% of the total net assets. The Target Fund may use exchange traded derivatives, such as equity options and futures, or OTC derivatives, such as equity rights (swaps), to build long equity positions and short equity positions. The Target Fund may not engage in the physical short selling of equities. 1. Permitted Investments 1.1 The investments of Target Fund may consist exclusively of one or more of the following components: a) Securities and money market instruments which are listed or traded on a regulated market, as defined in European Parliament and Council Directive 2004/39/EC of 21 April 2004 on markets for financial instruments; b) Securities and money market instruments which are traded in a Member State on another market which operates regularly and is recognised and open to the public. The term Member State designates a Member State of the European Union; states that are parties to the agreement on the European Economic Area but are not Member States of the European Union are considered the same as Member States of the European Union, within the limits of that agreement and its related agreements; c) Securities and money market instruments admitted to official listing on a stock exchange in a non Member State or traded there on another market of a European, American, Asian, African or Australasian country (hereinafter approved state ) which operates regularly and is recognised and open to the public; d) Newly issued securities and money market instruments provided that the terms of issue contain a clause that an application will be made for an official listing on one of the securities exchanges or a licence to trade on one of the regulated markets mentioned under item 1.1 (a) to item 1.1 (c) above, and that this listing/licence is to be granted within one year of the issue of the securities; e) Units of UCITS admitted pursuant to Directive 2009/65/EEC and/or other UCI within the meaning of Article 1 (2) (a) and (b) of Directive 2009/65/EEC with registered office in a Member State as defined in the Law of 2010 or a non Member State, provided that: such other UCI have been approved in accordance with statutory rules subjecting them to supervision that, in the opinion of the CSSF, is equivalent to that which applies under Community Law, and that adequate provision exists for ensuring cooperation between authorities; the level of protection afforded to shareholders in the other UCI is equivalent to that afforded to shareholders in Target Fund and, in particular, rules apply to the separate holding of fund assets, borrowing, lending and the short selling of securities and money market instruments that are equivalent to the requirements set 9

16 forth in Directive 2009/65/EC; the business operations of the other UCI are the subject of annual and semi annual reports that permit an assessment to be made of the assets and liabilities, income and transactions arising during the reporting period; and the UCITS or such other UCI the units of which are to be acquired, may invest, pursuant to its management regulations or its founding documents, a maximum of 10% of its assets in units of another UCITS or UCI; Target Fund invests a maximum of 10% of its assets in other UCITS or UCIs, unless stipulated to the contrary in the investment policy of the relevant Target Fund; f) sight deposits or deposits at notice at credit institutions with a term of up to twelve (12) months, provided the institution concerned has its head office in an EU Member State, or if the institution s head office in located in a non EU state it is subject to supervisory regulations which the CSSF deems equivalent to those under Community law; g) derivative financial instruments ( derivatives ), including equivalent cash instruments, which are traded on one of the stock exchanges stated in item (a), (b) and (c) above, and/or derivatives which are not traded on a stock exchange ( OTC derivatives ), provided that: the use of derivatives is in accordance with the investment purpose and investment policy of the Target Fund, and is suited towards achieving these; the underlying securities are instruments in accordance with the definition given in item (a) and item (b) above or financial or macroeconomic indices, interest rates, currencies or other underlying instruments in which Target Fund s investment policy allows it to invest directly or via other existing UCI or UCITS; the Target Funds shall ensure, through adequate diversification of the underlying assets, that the diversification requirements applicable to them and listed in Item 2 Risk diversification below are adhered to; the counterparties in transactions involving OTC derivatives are institutions subject to official supervision belonging to the categories admitted by the CSSF and expressly approved by the Target Fund. The approval process by Target Fund is based on the principles drawn up by the Target Fund Manager s credit risk and relating to inter alia the credit worthiness, reputation and experience of the counterparty in question in settling transactions of this type, as well as their willingness to provide capital. The Target Fund maintains a list of counterparties it has approved; the OTC derivatives are valued in a reliable and verifiable manner on a daily basis and may be sold, at any time, upon the Target Fund s initiative at the appropriate market value, liquidated or settled by means of a back to back transaction; and the respective counterparty is not granted discretion regarding the composition of the portfolio managed by the Target Fund (e.g. in the case of a total return swap or a derivative financial instrument with similar characteristics) or the underlying of the respective OTC derivative; h) Money market instruments as defined under General Investment Policy above, which are not traded on a regulated market, provided that the issuance or issuer of these instruments is governed by rules providing protection for investors and investments and on condition that such instruments are: issued or guaranteed by a central, regional or local authority or the 10

17 central bank of a Member State, the European Central Bank, the European Union or European Investment Bank, by a non Member State, or, in the case of a federal state, a Member State of the federation or by a public international body of which at least one Member State is a member; or issued by an undertaking whose securities are traded on the regulated markets mentioned in items (a), (b) and (c); issued or guaranteed by an institution that is subject to official supervision in accordance with the criteria laid down by Community Law or by an institution that is subject to supervision that, in the opinion of the CSSF, is at least as stringent as that provided for by Community Law and complies with it, or are issued by other issuers belonging to a category approved by the CSSF, provided that investor protection rules apply to investments in such instruments, which are equivalent to those of the first, second or third listed point above and provided the issuers constitute either a company with equity capital amounting to at least 10 million euros (EUR 10,000,000), which prepares its annual accounts under the provisions of the Fourth Council Directive 78/660/EEC, or an entity within a group encompassing one or more listed companies and responsible for its financing, or an entity which is to fund the underlying securities for obligations by the use of a credit line made available by a bank. 1.2 Contrary to the investment restrictions set out in item 1.1 above, the Target Fund may invest up to 10% of its net assets in securities and money market instruments other than those named in item 1.1 above. 1.3 The Target Fund ensures that the overall risk associated with derivatives does not exceed the overall net value of the portfolio. As part of its investment strategy, the Target Fund may make investments in derivatives within the limits laid down in items 2.2 and 2.3 of Risk Diversification below, provided the overall risk of the underlying instruments does not exceed the investment limits stipulated in item 2 of Risk Diversification below. 1.4 The Target Fund may hold liquid funds on an ancillary basis. 2. Risk Diversification 2.1 In accordance with the principle of risk diversification, the Target Fund is not permitted to invest more than 10% of its net assets in securities or money market instruments from a single institution. The Target Fund may not invest more than 20% of its net asset value in deposits with a single institution. Transactions in OTC derivatives, the risk of loss must not exceed 10% of the assets of the Target Fund if the counterparty is a credit institution as defined in item 1.1 (f) of Permitted Investments above; the maximum allowable risk of loss is reduced to 5% in transactions with other counterparties. The total value of all positions in the securities and money market instruments of those institutions accounting for more than 5% of the Target Fund s net assets may not exceed 40% of the Target Fund s net assets. Such limitation shall not apply to deposits and transactions in OTC derivatives with financial institutions which are subject to supervision. 2.2 Regardless of the maximum limits set out in item 2.1 above, the Target Fund may not invest more than 20% of its net assets in a single institution in a combination of: securities and money market instruments issued by such institution; deposits with this institution; and/or OTC derivatives traded with such an institution. 2.3 Contrary to the above, the following applies: a) The limit of 10% mentioned in item 2.1 above may be raised to 25% for various debt instruments issued by credit institutions domiciled in an EU 11

18 Member State and subject, in that particular country, to special legislative supervision of public authorities that would ensure the protection of investors. In particular, funds originating from the issue of such bonds must, in accordance with the law, be invested in assets which provide sufficient cover for the obligations arising from them during the entire term of the bonds and, in the event of insolvency of the borrower, provide a preference right in respect of the payment of capital and interest. If the Target Fund invests more than 5% of its net assets in bonds of a single issuer, then the total value of these investments may not exceed 80% of the value of its net assets; b) This limit of 10% can be raised to 35% for securities or money market instruments issued or guaranteed by an EU Member State or its central, regional and local authorities, by another approved state, or by international organisations with public law character of which one or more EU States are members. Securities and money market instruments that come under the special ruling given in item 2.3 (a) and (b) above are not counted when calculating the abovementioned 40% riskdiversification ceiling; c) The limits set out in items 2.1, 2.2, 2.3 (a) and (b) above may not be accumulated; therefore the investments listed in the said paragraphs made in securities or money market instruments of a single issuer or in deposits with the said institution or in its derivatives may not exceed 35% of the Target Fund s net assets; d) Companies which belong to the same group of companies in that they prepare their consolidated accounts under the rules of Council Directive 83/349/EEC (1) or according to recognised international accounting principles, must be treated as a single issuer for the calculation of the investment limits set out in this article. However, investments in securities and money market instruments of a single group of companies may together make up to 20% of the assets of the Target Fund; e) In the interests of risk diversification, the Target Fund is authorised to invest up to 100% of it s net assets in securities and money market instruments from various issues that are guaranteed or issued by an EU Member State or its local authorities, an OECD Member State, Russia, Brazil, Indonesia or Singapore, or by international organisations under public law to which one or more EU Member States belong. These securities or money market instruments must be divided into at least six different issues, with securities or money market instruments from a single issue not exceeding 30% of the total net assets of the Target Fund. 2.4 The following provisions apply with regard to investments in other UCITS or UCI: a) The Target Fund may invest up to 20% of its net assets in units in a single UCITS or other UCI. In implementing this investment limit, each subfund of a UCI consisting of a number of subfunds is treated as an independent issuer if it can be guaranteed that said subfunds are individually liable in respect of third parties; b) Investments in units of UCI other than UCITS may not exceed 30% of the Target Fund s net assets. The assets invested in the UCITS or other UCI are not included in the calculation of the maximum limits set out in items 2.1, 2.2 and 2.3 above. 2.5 The Target Fund may subscribe, acquire and/or hold shares that are to be issued by or have been issued by one or more other subfunds of the Company, provided that: the target subfund does not itself invest in the Target Fund that is investing in that target subfund; and the total share of the assets which the target subfunds to be acquired 12

19 may invest in units of the same UCI may not, in accordance with their sales prospectuses or articles of incorporation, exceed 10%; and any voting rights associated with the securities in question is suspended for the period they are held by the Target Fund, regardless of their appropriate evaluation in the financial statements and periodic reports; and in any event, for as long as these securities are held by the Target Fund, their value will not be taken into consideration for the purposes of verifying the minimum threshold of the net assets imposed by the 2010 Law; and there is no multiple charging of fees for management/subscription or redemption either at the level of the Target Fund that has invested in the target subfund or at the level of the target subfund. 2.6 The Target Fund may invest a maximum of 20% of its net assets in shares and/or debt securities issued by the same body when the aim of the investment policy is replicate the composition of a certain stock or debt securities index recognised by the CSSF, provided that: the composition of the index is sufficiently diversified; the index represents an appropriate benchmark for the market to which it refers; the index is published appropriately. The limit is 35% provided this is justified based on exceptional market conditions, and in particular on regulated markets on which certain securities or money market instruments are in a strongly dominant position. Investment up to this upper limit is only permitted in the case of a single issuer. If the limits mentioned in Permitted Investments and Risk Diversification above are exceeded unintentionally or due to the exercise of subscription rights, the Target Fund must attach top priority in its sales of securities to normalising the situation while, at the same time, considering the best interests of the Company s shareholders. 3. Investment Restrictions In accordance with the principle of risk diversification, the Target Fund is not permitted to: Invest more than 10% of the net assets of the Target Fund in securities or money market instruments from a single institution; Invest more than 20% of the net asset value of the Target Fund in deposits with a single institution. In transactions by the Target Fund in OTC derivatives: The risk of loss must not exceed 10% of the assets of the Target Fund concerned if the counterparty is a credit institution; The maximum allowable risk of loss is reduced to 5% in transactions with other counterparties. The total value of all positions in the securities and money market instruments of those institutions accounting for more than 5% of the net assets of the Target Fund may not exceed 40% of the net assets of the respective Target Fund. Such limitation shall not apply to deposits and transactions in OTC derivatives with financial institutions which are subject to supervision. The Target Fund is prohibited from: 3.1 Acquiring securities, the subsequent sale of which is subject to any restrictions arising from contractual agreements; 3.2. Acquiring equities with voting rights that would enable the Target Fund, possibly in collaboration with other investment funds under its supervision, to exert a significant influence on the management of the borrower in question; 13

20 3.3 Acquiring more than 10% of the non voting shares of a single issuer; 10% of the debt instruments of a single issuer; 25% of the units of a single UCITS or UCI; 10% of the money market instruments of a single issuer; In the latter three cases, the restrictions on acquiring securities need not be observed if the gross amount of the debt instruments or the money market instruments and the net amounts of the issued units cannot be determined at the time of acquisition; Exempt from the provisions of items 3.2 and 3.3 above are: Securities and money market instruments issued or guaranteed by a Member State of the EU or its local authorities or by another approved state; Securities and money market instruments issued or guaranteed by a non Member State of the European Union; Securities and money market instruments issued by public international bodies to which one or more Member States of the European Union belong; Shares held in the capital of a company incorporated in a non member State investing its assets mainly in the securities of issuing bodies having their registered offices in that non member State, where under the legislation of that non member State such a holding represents the only way in which investments may be made in the securities of issuing bodies of that non Member State. In doing so, the provisions of the Law of 2010 must be complied with; and Shares held in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of units at the shareholders request exclusively on behalf of the Target Fund; 3.4 Short selling derivatives, money market instruments or shares of a UCITS fund; 3.5 Acquiring precious metals or related certificates; 3.6 Investing in real estate and purchasing or selling commodities or commodities contracts; 3.7 Taking out loans, unless it is in the form of a back to back loan for the purchase of foreign currency; it is only temporary and does not exceed 10% of the net assets of the Target Fund; 3.8 Granting loans or acting as guarantor for third parties. This restriction does not prevent the acquisition of derivatives, money market instruments or the shares of a UCITS fund if these are not fully paid up. The Target Fund Manager is authorised to introduce further investment restrictions at any time in the interests of the shareholders provided these are necessary to ensure compliance with the laws and regulations of those countries in which The Target Fund s shares are offered and sold. 4. Special Techniques and Instruments That Have Securities and Money Market Instruments as Underlying Assets The Target Fund Manager is entitled to employ techniques and instruments which feature securities and money market instruments, provided such techniques and instruments are used in the interests of efficient portfolio management (the techniques ) subject to the conditions and limits defined by the CSSF. If such transactions relate to the use of derivatives, the terms and limits must comply with the provisions of the Luxembourg Law of The use of these techniques and 14