Wesentliche Anlegerinformationen

Transcription

1 Wesentliche Anlegerinformationen Gegenstand dieses Dokuments sind wesentliche Informationen für den Anleger über diesen Fonds. Es handelt sich nicht um Werbematerial. Diese Informationen sind gesetzlich vorgeschrieben, um Ihnen die Wesensart dieses Fonds und die Risiken einer Anlage in ihn zu erläutern. Wir raten Ihnen zur Lektüre dieses Dokuments, so dass Sie eine fundierte Anlageentscheidung treffen können. Metzler Premier Merkur Fund (der "Fonds"), Teilfonds der Metzler Premier Funds p.l.c. (die "Gesellschaft") (ISIN: IE00B28QM638) Dieser Fonds wird verwaltet von der Metzler Ireland Limited ("MIL"). Die MIL gehört zur Metzler-Gruppe. Ziele und Anlagepolitik Das Anlageziel des Fonds ist eine langfristige Wertsteigerung seiner Anlagen. Der Fonds wird auf diversifizierter Basis in Aktien, aktienbezogene Wertpapiere, Investmentvermögen und Einlagen investieren. Der Fonds kann auch bis zu 100 % seines Nettovermögens in andere Investmentvermögen investieren. Empfehlung: Dieser Fonds ist unter Umständen für Anleger nicht geeignet, die ihr Geld innerhalb eines Zeitraums von 5-7 Jahren aus dem Fonds wieder zurückziehen wollen. Anleger können grundsätzlich an jedem Handelstag/Wochentag, an dem die Banken in Dublin und Frankfurt am Main für den Geschäftsverkehr geöffnet sind, ihre Fondsanteile zurückgeben. Risiko- und Ertragsprofil Typischerweise geringere Rendite Geringeres Risiko Typischerweise höhere Rendite Höheres Risiko Der Fonds ist in die Kategorie 5 eingestuft, da er hauptsächlich in Aktien investiert und somit generellen Schwankungen der Aktienmärkte sowie spezifischen Schwankungen regionaler Aktienmärkte unterworfen ist. Dieser Risikoindikator beruht auf historischen Daten; eine Vorhersage künftiger Entwicklungen ist damit nicht möglich. Die Einstufung des Fonds kann sich künftig ändern und kann nicht dauerhaft garantiert werden. Die niedrigste Kategorie kann nicht mit einer risikofreien Anlage gleichgesetzt werden. Die Nettoerträge (Erträge abzüglich Aufwendungen) des Fonds können jährlich ausgeschüttet werden. Die Gebühren für den Kauf und Verkauf von Wertpapieren trägt der Fonds. Sie entstehen zusätzlich zu den unten angegebenen Kosten und können die Rendite des Fonds wesentlich mindern. Begriffserklärungen: Aktien: Wertpapiere, die Eigentumsanteile an einem Unternehmen repräsentieren. Derivate: Finanzinstrumente, deren Beschaffenheit und Wert von der Wertentwicklung eines oder mehrerer Basiswerte abhängen; typischerweise Wertpapiere, Indizes, Währungen oder Zinssätze. Eine ausführliche Darstellung der Anlagepolitik findet sich im Abschnitt "Anlagepolitik" im fondsspezifischen Teil des OGAW-Prospekts, der von MIL erhältlich ist. Der Fonds gibt Anlegern keinen Kapitalschutz bzw. keine Garantie auf Kapitalerhalt. Zusätzlich zu den vom Indikator erfassten Risiken, können die folgenden Risiken auch direkten Einfluss auf den Fonds haben: Währungsrisiko: Der Fonds kann auch in Vermögenswerte investieren, die nicht in Euro denominiert sind. Das kann dazu führen, dass Ihre Anlage im Wert fällt, wenn der Eurokurs gegenüber diesen Währungen steigt. Derivaterisiko: Das Risiko des Verlusts eines Finanzinstruments, wenn eine geringfügige Veränderung des Basiswerts einen größeren Einfluss auf den Wert des betreffenden Finanzinstruments haben kann. Eine ausführliche Darstellung der Risiken findet sich in Abschnitt 15 des OGAW-Prospekts, der von MIL erhältlich ist. Stand: Seite 1 von 2 v

2 Kosten Einmalige Kosten vor und nach der Anlage: Ausgabeauf- und Rücknahmeabschläge 5,00% 2,00% Dabei handelt es sich um den Höchstbetrag, der von Ihrer Anlage vor der Anlage / vor der Auszahlung Ihrer Rendite abgezogen wird. Kosten, die vom Fonds im Laufe des Jahres abgezogen werden: Laufende Kosten 1,20% Kosten, die der Fonds unter bestimmten Umständen zu tragen hat: Gebühren für den Tausch von Fondsanteilen: Keine Performancegebühr: Keine Aus den Gebühren und sonstigen Kosten werden die laufende Verwaltung und Verwahrung des Fondsvermögens sowie die Vermarktung und der Vertrieb der Fondsanteile finanziert. Anfallende Kosten verringern die Ertragschancen des Anlegers. Frühere Wertentwicklung 30% 15% 0% -15% -30% -30,0 25,1 19,6-17,0 17,2 18,0 3,8 11,5 6,6 Der hier angegebene Ausgabeauf-/Rücknahmeabschlag ist ein Höchstbetrag. Im Einzelfall kann er geringer ausfallen. Den tatsächlich geltenden Betrag können Sie beim Vertreiber der Fondsanteile oder dem für Sie zuständigen vermittelnden, unabhängigen Vertriebspartner erfragen. Der Mindesterstzeichnungsbetrag für den Fonds beträgt EUR. Die hier angegebenen laufenden Kosten fielen in dem Geschäftsjahr des Fonds an, das im Dezember 2016 endete. Sie können von Jahr zu Jahr schwanken. Nicht eingeschlossen sind Performancegebühren und Transaktionskosten, ausgenommen Ausgabeauf-/Rücknahmeabschlag beim Kauf oder Verkauf von Fondsanteilen anderer Investmentvermögen, die vom Fonds getragen werden. Ausführliche Informationen über die Kosten, die Performancegebühren sowie deren Berechnung finden Sie in Abschnitt 6 des OGAW-Prospekts, der von Metzler Ireland Limited erhältlich ist. Die Wertentwicklung der Vergangenheit ist keine Garantie für die künftige Entwicklung. Bei der Berechnung wurden sämtliche Kosten und Gebühren mit Ausnahme des Ausgabeauf- /Rücknahmeabschlags abgezogen. Die historische Wertentwicklung wurde in Euro berechnet. Der Fonds wurde 2007 aufgelegt. -45% Praktische Informationen Verwahrstelle des Fonds ist Brown Brothers Harriman Trustee Services (Ireland) Limited. Der Fonds ist ein Teilfonds der Gesellschaft. Ausführlichere Informationen über den Fonds (einschließlich des OGAW-Prospekts, des letzten gültigen OGAW-Jahresberichts und jedes darauf folgenden OGAW-Halbjahresberichts) sind kostenlos in englischer Sprache von MIL erhältlich. Der OGAW-Prospekt, der OGAW-Jahresbericht und der OGAW-Halbjahresbericht beziehen sich auf alle Teilfonds der Gesellschaft. Der Nettoinventarwert pro Anteil des Fonds kann auf unserer Homepage eingesehen werden. Die irische Steuergesetzgebung kann Einfluss auf Ihre persönliche Steuerposition als Anleger im Fonds haben. Potenzielle Anleger sollten deshalb vor einer Anlage ihren persönlichen Steuerberater zu Rate ziehen. Die MIL kann lediglich auf der Grundlage einer in diesem Dokument enthaltenen Erklärung haftbar gemacht werden, die irreführend, unrichtig oder nicht mit den einschlägigen Teilen des OGAW-Prospekts vereinbar ist. Anleger können ihre Fondsanteile (oder einen Teil derselben) zurückgeben. Dazu senden sie einen schriftlichen und unterschriebenen Rücknahmeantrag per Post/Fax an die Gesellschaft oder ihren bevollmächtigten Vertreter. Anleger können die Anteile eines Teilfonds in die eines anderen Teilfonds der Gesellschaft umtauschen, sofern die Voraussetzungen für eine Investition in den bzw. die anderen Teilfonds erfüllt werden. Ausführlichere Informationen über den Tausch von Fondsanteilen enthält Abschnitt 7 E des OGAW-Prospekts. Die Gesellschaft ist eine offene Investmentgesellschaft mit getrennter Haftung der Teilfonds. Die Einzelheiten der aktuellen Vergütungspolitik, darunter eine Beschreibung, wie die Vergütung und die sonstigen Zuwendungen berechnet werden, und die Identität der für die Zuteilung der Vergütung und sonstigen Zuwendungen zuständigen Personen, auf unserer Homepage und dass auf Anfrage kostenlos eine Papierversion zur Verfügung gestellt wird. Dieser Fonds ist in Irland zugelassen und wird durch die irische Zentralbank reguliert. Die MIL ist in Irland zugelassen und wird durch die irische Zentralbank reguliert. Diese wesentlichen Informationen für den Anleger sind zutreffend und entsprechen dem Stand vom Stand: Seite 2 von 2 v

3 Metzler Premier Merkur Fund (the Fund ) METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY (the Company ) LEAFLET 5 May 2017 RMPL\

4 This Leaflet relates to Metzler Premier Merkur Fund, a sub-fund of Metzler Premier Funds public limited company, and forms an integral part of the prospectus of the Company dated 5 May 2017 (the Prospectus ). This Leaflet must be read in the context of, and together with, the Prospectus. Investors should read the risk factors set out in this Leaflet. In addition to the section entitled Risk Factors, investors in the Fund should be aware that the Fund may not be suitable for all investors because of the potential gains and losses from an investment in the Fund, the volatility of such investments and the inherent losses. The recommended investment horizon of investors in the Fund is a minimum of 5-7 years and investors must be able to bear longer term losses. Investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. As a consequence of the risk factors set out in this Leaflet, the Company is unable to provide any guarantee, assurance or warranty to investors as to the performance of the Fund. The Directors of the Company, whose names appear in the Prospectus, accept responsibility for the information contained in this Leaflet. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Leaflet is in accordance with the facts and does not omit anything likely to affect the import of such information. Unless otherwise stated, all capitalised terms shall have the same meaning herein as in the Prospectus. A redemption charge may be payable upon the redemption of Shares in the Fund. Further information in relation to the redemption charge that may apply is set out on page 8. Dated 5 May 2017 RMPL\

5 DEFINITIONS The following definitions apply throughout this Leaflet unless the context requires otherwise: Structured Note means a freely transferable, over the counter hybrid security that attempts to change its profile by including additional modifying structures. A simple example would be a 5 year bond tied together with an option contract for increasing the returns. The Fund will only invest in Structured Notes that comply with the Central Bank s conditions and criteria for investment in such securities. The primary exposure of the Fund is to the issuer of the note but its economic exposure is to the movement of the underlying security. INTRODUCTION Metzler Premier Merkur Fund is a sub-fund of the Company. The Company is authorised as a UCITS under the UCITS Regulations and is constituted as an umbrella fund comprising distinct portfolios of investments, with segregated liability between Funds. A description of the Company is contained in the Prospectus. In addition to the provisions contained in the Prospectus and the UCITS Regulations the following shall, in particular, apply in respect of the Fund. INVESTMENT OBJECTIVE AND POLICY Investment Objective The investment objective of the Fund is to achieve long term capital appreciation. Investment Policy The Fund shall seek to attain its investment objective by investing in the following:- equities and equity related securities (including, but not limited to, warrants) of companies located in OECD Member States, non-oecd Member States and Emerging Markets; debt securities including, but not limited to, government and corporate bonds, Pfandbriefe, treasury notes, debentures, fixed income securities, floating rate notes, convertibles and Structured Notes. Any debt securities in which the Fund invests may have a rating of Investment Grade or below Investment Grade. However the Fund may invest no more than 30% of its Net Asset Value in below Investment Grade securities; deposits with credit institutions and/or Money Market Instruments in accordance with the conditions set down by the Central Bank. No more than 49% of the Net Asset Value of the Fund will be invested in deposits and Money Market Instruments. Investors should note the difference between the nature of a deposit and the nature of an investment in the Fund and in particular, the risk that the amounts invested in the Fund are capable of fluctuation; RMPL\

6 Investment Funds including for the avoidance of doubt exchange traded funds (ETFs). The Fund may invest up to 100% of its Net Asset Value in such Investment Funds in accordance with the conditions set down by the Central Bank. The maximum level of management fees that may be charged to the Investment Funds in which the Fund invests is 2% of net assets. The Fund may invest in Investment Funds which invest primarily in equities and/or bonds or Investment Funds which invest exclusively in equities or exclusively in bonds. The types of Investment Funds in which the Fund may invest are as follows:- - units of UCITS; - AIF schemes established in Guernsey and authorised as Class A Schemes; - AIF schemes established in Jersey as Recognised Funds; - AIF schemes established in the Isle of Man as Authorised Schemes; - Retail investor AIFs authorised by the Central Bank provided each scheme complies in all material respects with the provisions of the UCITS Regulations and Central Bank Regulations; - AIF schemes authorised in a Member State of the EEA, the US, Jersey, Guernsey or the Isle of Man and which comply, in all material respects, with the provisions of the UCITS Regulations and the Central Bank Regulations. The Fund may also invest in other Funds of the Company. Such investment is known as cross-investment. The Fund may not, however, invest in shares of another Fund which itself holds shares in other Funds of the Company. The Fund may, at the discretion of the Manager, invest exclusively in any of the asset classes referred to above. For the avoidance of doubt, the Fund may invest up to 40% of its Net Asset Value in securities of issuers located in non-oecd Member States and Emerging Markets. For the avoidance of doubt, all of the securities (with the exception of Investment Funds), in which the Fund may invest, will be listed or traded on Recognised Markets. Use of Financial Derivative Instruments The financial derivative instruments employed by the Fund may be: Exchange traded equity future and/or option contracts (i.e., a contract which has an equity index or an individual equity as its underlying) may be used to hedge or achieve exposure to equity markets. Exchange traded interest index futures (i.e., a contract with an underlying instrument that pays interest) may be used to hedge or achieve exposure to interest rate or bond markets and may be used to adjust the Fund s interest rate or duration exposure. Exchange traded bond future (i.e., a contract which has a bond index or individual bond as its underlying) may be used to hedge or achieve exposure to bond markets and may be used to adjust the Fund s interest rate or duration exposure. RMPL\

7 Exchange traded currency futures and/or over the counter currency forward contracts (i.e. contracts which have a currency as their underlying) may be used to hedge or achieve exposure to currencies. The underlying assets to which the Fund will have exposure as a result of entering into such derivative arrangements will be consistent with the investment policy of the Fund. Borrowing The Fund will only borrow for temporary purposes in a situation where the Fund s cash account goes into overdraft or otherwise at the discretion of the Manager (e.g. resulting from margin requirements or time differences in settlement). Leverage Policy It is not anticipated that the Fund will be significantly leveraged through the use of derivative instruments. The leverage of the Fund shall be calculated as the sum of the notionals of the financial derivative instruments. This method of measuring leverage involves simply adding all the notionals and allowing no offsets of long against short positions and no adjustments based on the duration of instruments. Accordingly, this method of measuring leverage is not a firm indicator of the volatility of the Fund. At any time the leverage of the Fund is not anticipated to exceed 250% of its net asset value. It is not anticipated that the Fund s investment in long positions will exceed 250% and in short positions 200% of its net asset value respectively. Change in Investment Objective or Policy Any material change in investment policy or any change in investment objective will be subject to the prior approval of Shareholders evidenced either by a majority vote at a meeting of Shareholders of the Fund or by the written consent of all of the Shareholders. In the event of a change in the investment objective and/or investment policy of the Fund a reasonable notification period shall be provided by the Manager to the Shareholders to enable the Shareholders to redeem their Shares prior to the implementation of the change. RMPL\

8 THE FUND Base Currency The base currency of the Fund is the Euro. ISIN/WKN ISIN IE00B28QM638 WKN A0M53J Subscriptions The Minimum Initial Subscription Amount in relation to the Shares of the Fund is 50,000. The Shares in each Fund will be available for subscription on any Dealing Day, except where there is a suspension of issues and redemptions. Applications for Shares should be submitted to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA, for onward transmission to the Manager), by the Dealing Deadline. Applications received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. Initial subscriptions may be processed upon receipt of a faxed instruction with the original application form (and supporting money laundering documentation) to follow promptly. Subsequent faxed subscription requests into the Shareholder s account may be processed without a requirement to submit original documentation. Subscriptions may also be accepted electronically. In the case of initial or subsequent applications submitted by electronic means or by fax, it shall not be necessary for the Directors to subsequently receive the original application form provided that the Directors are satisfied that the appropriate controls and procedures are in place to comply with applicable anti-money laundering / counter terrorist financing legislation and to ensure that any risk of fraud associated with the processing of transactions based on such means are adequately mitigated. Shares will normally be allotted on the following Dealing Day, subject to the Company s acceptance of the application form and receipt within three Business Days of cleared funds (or such longer period as the Directors may determine) in the relevant currency. Any application received after the Dealing Deadline may be deemed to have been received on the following Business Day and may, at the discretion of the Manager, be processed on the next following Dealing Day. Save during a period when issues or redemptions of Shares are suspended an application for Shares shall not, without the consent of the Company, be capable of being withdrawn once given. The Subscription Price is the Net Asset Value per Share, subject to the possible addition of the subscription charge referred to on page 6 of this Leaflet and a rounding (which may be upwards) of the resulting total by not more than one per cent., at which the Shares will be allotted on the Dealing Day. The Minimum Initial Subscription Amount shall not apply to an investment which has been made by the Manager, the Investment Manager or related group companies or any collective investment scheme managed by the Manager, the Investment Manager or related group companies. RMPL\

9 The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day. If the Directors and the Depositary are satisfied that the terms of an exchange are not such as are likely to result in any material prejudice to existing Shareholders, the Directors may, in their absolute discretion, allot Shares on terms providing for settlement to be made by the vesting in the Depositary on behalf of the Company of any securities, bonds or other assets of whatsoever nature and wheresoever situate that may be acquired by the Company in conformity with the UCITS Regulations and the investment objective and investment policy and any investment restrictions of each Fund as determined from time to time by the Directors. The value of the securities to be vested in the Company shall be determined by the Directors on the same basis as that provided for the Articles of Association for determining the Net Asset Value of the Fund. For the avoidance of doubt, Article 15(6)(a) of the Articles of Association provides that, in determining the number of Shares to be issued in exchange for the vesting in the Depositary on behalf of the Company of securities, bonds or other assets, the Subscription Price for such Shares shall be determined in accordance with the provisions setting out how the Subscription Price is determined generally. For the avoidance of doubt, the number of Shares issued shall not exceed the number that would have been issued for the cash equivalent. Where any subscription monies are not an exact multiple of the Subscription Price per Share of the Fund applied for, a fraction of a Share may be issued at the discretion of the Directors. The right is reserved by the Directors to reject any application in whole or in part. The issue of Shares may be suspended in the circumstances mentioned below in this Leaflet. Any reference in this Leaflet to the registered address of a Shareholder shall be to his address as shown in the Shareholder Register of the Company, or in the case of joint Shareholders, the address shown therein for the first named of such Shareholders. Subscription Prices will be published in the manner described on page 9 of this Leaflet and will be available on request from the Manager, whose determination of the Subscription Price shall be conclusive in the absence of manifest error. Subscription Charges A subscription charge payable to the Manager to cover distribution costs of up to 5 per cent. of the Net Asset Value of the relevant Shares may be charged on subscription. Redemptions In order to redeem all or part of his holding of Shares, a Shareholder must deliver a request for redemption to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA, for onward transmission to the Manager), not later than the Dealing Deadline. Any redemption request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. RMPL\

10 No redemption payment may be made until the original subscription application form has been received and all documentation required by the Manager (including any documents in connection with anti-money laundering procedures) and the appropriate anti-money laundering procedures have been completed. Redemption Requests (as defined below) received by fax will only be processed where payment is made to the account of record. Redemptions may also be accepted electronically. Shares will be redeemed on the next Dealing Day. The next Dealing Day is normally the Business Day following the receipt of the application for redemption, unless otherwise determined by the Manager. The Redemption Price is the Net Asset Value per Share, subject to the possible deduction from the resulting amount of a redemption charge referred to on page 8 of this Leaflet and a rounding (which may be downwards) of this amount by not more than one per cent., at which the Shares will be redeemed on the Dealing Day. The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day. Unless otherwise agreed by the Directors and the Manager, a request for redemption must be made by delivery to the Company or one of its authorised agents of a request in such form as the Directors may from time to time determine (a Redemption Request ) specifying the number of Shares of each Fund to be redeemed. Unless a lower number of Shares is specified, a Redemption Request will be taken to apply to all the Shares held by the Shareholder or represented by the appropriate written confirmation of entry in the Shareholder Register. The Company is not bound to redeem on any Dealing Day more than 10% of the Shares of any one Fund. If the number of requests received exceeds that limit, the requests may be reduced proportionately. Any request not redeemed in full on the first applicable Dealing Day following its receipt by the Manager will be carried forward for redemption to each succeeding Dealing Day and will be treated pro rata with any request received thereafter (i.e. the Company shall treat such requests as if they were received on each subsequent Dealing Day until all of the Shares to which the original request related have been redeemed). The Redemption Price of such Shares may be satisfied by the Company paying cash or, provided that the Directors or the Manager are satisfied that the terms of any exchange shall not be such as are likely to result in any material prejudice to any remaining Shareholders by the Company making an in specie distribution, on such terms and conditions as the Directors and the Manager may specify, to such Shareholder of securities equalling the aggregate Redemption Price (or together with such cash payments when aggregated with the value of the securities being distributed as are equal to such Redemption Price). Any such redemption in specie must be with the consent of the redeeming shareholders unless the redemption request represents 5% of more of the Net Asset Value of the Fund in which instance such redemption in specie may be at the sole discretion of the Company. In such circumstances, the Company shall, if requested by the redeeming shareholder be required to sell the relevant assets on behalf of that Shareholder but the cost of such sale shall be borne by that shareholder. RMPL\

11 Where redemption of Shares is to be satisfied by an in specie distribution of securities held by the Company, the Depositary shall transfer such securities as the Manager or its authorised agents shall direct to the Shareholder as soon as practicable after the relevant Dealing Day. The asset allocation in respect of any redemption in specie is subject to the approval of the Depositary. All costs and risks of such distribution shall be borne by such Shareholders. For the avoidance of doubt, the number of Shares distributed must not exceed the number that would have been distributed for the cash equivalent. The redemption proceeds will be paid within 10 Business Days of the Dealing Deadline. Redemption proceeds will be payable in the currency in which the Shares are designated. Redemption Prices will be published in accordance with the paragraph below entitled Publication of Prices on page 9 of this Leaflet and will be available on request from the Manager, whose determination of the Redemption Price shall be conclusive in the absence of manifest error. Redemption Charges A redemption charge payable to the Manager of up to 2 per cent. of the Net Asset Value of the relevant Shares may be charged on any redemption of Shares held for a period of less than twelve months. Suspension of Issues, Redemptions and Conversions The Directors may at any time declare a temporary suspension of issues, redemption or purchases and conversions of Shares or of any one or more classes of Shares:- during any period when any Recognised Market on which a substantial part of the investments of the relevant Fund are quoted, listed or dealt in is closed otherwise than for ordinary holidays; during any period when dealings on any such Recognised Market are restricted or suspended; during the existence of any state of affairs as a result of which disposal of the investments or other assets of the relevant Fund cannot, in the opinion of the Directors, be effected normally or without seriously prejudicing the interests of the holders of that class of Shares; during any breakdown in the means of communication normally employed in determining the Net Asset Value of the relevant Fund or when, for any other reason, the value of any assets of the relevant Fund cannot be promptly and accurately ascertained; or during any period during which the Depositary is unable to repatriate funds required for making payments due on redemption of Shares or during which the realisation of investments or other assets or the transfer of funds involved in such realisation cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange. RMPL\

12 Forthwith after the commencement of any suspension the Directors shall immediately and in any event within the same Business Day notify in writing the Central Bank and the competent authorities in the Member States in which the Company markets its Shares that such a suspension has been made. Notice of any such suspension in respect of any class of Shares will be given to any Shareholder tendering his Shares for redemption and will also if possible be published in such publication(s) as the Company has caused Subscription Prices and Redemption Prices to be published in during the preceding six months, and notice will be similarly given upon the termination of such suspension. Unless withdrawn, applications for subscription, redemption and conversion will be considered on the first Dealing Day following the termination of a suspension. Publication of Prices Subscription and Redemption Prices shall be published on on each Dealing Day and may be published on Reuters or Bloomberg or in such other publication(s) or such electronic media, as the Manager may from time to time consider appropriate and notify in advance to Shareholders, and will be available on request from the Manager, whose determination of the Subscription and Redemption Prices shall be conclusive in the absence of manifest error. Details of the other electronic media which may be used can be obtained from the Manager or its agent. Where Subscription and Redemption Prices are published by way of electronic media, such Subscription and Redemption Prices shall be kept up to date. Conversion of Shares Shareholders may on any Dealing Day, convert all or part of their holding of Shares of any class (the Original Class ) into Shares of another class (the New Class ) by giving notice to the Company, either directly or through its authorised agent, not later than the Dealing Deadline. Any conversion request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. Conversion takes place in accordance with the following formula:- NSH = OSH x RP SP where NSH is the number of Shares of the New Class; OSH is the number of Shares of the Original Class specified in the conversion notice; RP is the Redemption Price of a Share of the Original Class; SP is the Subscription Price of a Share of the New Class. The right to convert may be suspended in the circumstances mentioned in Section 7F of the Prospectus, and is conditional on the Company having sufficient available unissued share capital to enable the conversion to be implemented in the manner determined by the Directors. RMPL\

13 Where a Shareholder converts from one Fund to a different Fund and the Shares in the different Fund are designated as Shares of different Classes, Shares in the different Fund will be issued as Shares of the relevant Class, as applicable (whether or not the Shares in the original Fund were designated as Shares of different Classes). Where the Shares of the original Fund are designated as Shares of different Classes, and the Shareholder converts to a different Fund (the Shares of which are not designated as Shares of different Classes) the Shares will be issued of the single Class in the new Fund. No charge shall be levied by the Company upon the Shareholder for any conversion of all or part of such Shareholder s holding of Shares of the Original Class into Shares of another class. Dividend Policy The Accounting Date of the Company is 31 December in each year. Once the accounts for the period ending on the relevant Accounting Date have been finalised, the Directors will determine whether and to what extent dividends shall be paid in respect of each Fund and relevant proposals will be made to the annual general meeting of the Company. The Directors also have the power under the Articles of Association to declare interim dividends. For the avoidance of doubt, subject to there being distributable profits available, interim dividends declared and paid by the Fund may be in respect of previous financial years. The dividend for any particular class of Participating Shares in the Fund shall be payable out of profits of that Fund available for distribution relating to those classes designated as distribution share classes. Profits, for these purposes, may be comprised of net income (income less expenditure) and net realised and unrealised gains (realised and unrealised gains less realised and unrealised losses) attributable to such share classes. However, the Directors may elect to pay dividends out of net income only and shall not take net gains into account when determining any dividend that might be declared. Income for these purposes shall include, without limitation, interest income and dividend income and any other amounts treated as income in accordance with the accounting policies of the Company laid down from time to time. Where the Directors determine that a dividend is payable, it will be payable in respect of those classes of Participating Shares within the Fund that have been designated as distributing Share Classes. Dividends, when declared, will be paid within four months after the relevant Accounting Date by bank transfer to the Shareholders. Any dividend unclaimed after six years from the date when it first became payable shall be forfeited automatically and will revert to the relevant Fund without the necessity for any declaration or other action by the Company. Risk Factors General The investments in the Fund are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them and therefore the value of, and income from, the Shares in the Fund may go down as well as up and an investor may not get back the amount he invests. An investor who redeems Shares after a short period may, in addition, not realise the amount originally RMPL\

14 invested in view of any subscription charge or redemption charge made on the issue or redemption of Shares and accordingly the investment should be viewed as medium to long term. Cross liability between Funds The Company is established as an umbrella company with segregated liability between all of the Funds. As a matter of Irish law, the assets of the Fund will not be available to satisfy the liabilities of another. However, the Company is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation. There is no guarantee that the courts of any jurisdiction outside Ireland will respect the limitations on liability associated with segregated portfolio companies nor is there any guarantee that the creditors of one Fund will not seek to enforce such Fund s obligations against another Fund. Currency Risks The Fund s assets may, unless otherwise noted, be invested in securities denominated in currencies other than the relevant currency of the Fund and any income received by the Fund from its investments will be received in the currencies of such investments, some of which may fall in value against the relevant currency of the Fund. The Fund will compute its Net Asset Value and make any distributions in the denomination of the Shares; there is therefore a currency exchange risk which may affect the value of the Shares to the extent that the Fund makes investments in currencies other than the relevant currency of the Fund. Default Risk Investments in fixed income securities, specifically those which are rated below Investment Grade, are subject to the risk that the issuer could default on its obligations and the Fund could sustain losses on such investments. The Fund will seek to limit such risks by in-depth credit research and careful securities selection but there can be no assurance that the Fund will not acquire securities with respect to which the issuer subsequently defaults. Below Investment Grade debt securities are speculative and involve a greater risk of default and price changes due to changes in the issuer s creditworthiness. The market prices of these debt securities fluctuate more than Investment Grade debt securities and may decline significantly in periods of general economic difficulty. The value of the Fund s assets may be affected by uncertainties such as changes in government policies, taxation, currency repatriation restrictions and other developments in the law or regulations of the countries in which the Fund may invest. Derivatives Risk The Fund may employ various investment techniques, such as futures, forwards and options (together derivatives ) in order to afford the protection of capital or the enhancement of investment returns. These derivative positions may be executed either on-exchange or over-the-counter. The primary risks associated with the use of such derivatives are (i) failure to predict accurately the direction of the market movements; (ii) market risks, for example, lack of liquidity or lack of correlation between the change RMPL\

15 in the value of the underlying asset and that of the value of the Fund s derivatives; and (iii) to the extent that the Fund may invest in over-the-counter derivatives transactions, credit risk with regard to parties with whom it trades and the risk of settlement default. These techniques may not always be possible or effective in enhancing returns or mitigating risk. The Fund s investments in over-the-counter derivatives are subject to the risk of counterparty default. In addition, the Fund may have to transact with counterparties on standard terms which it may not be able to negotiate. The Fund s investments in derivatives may also be subject to legal risk. Legal risk is the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly. Leverage Risk The Fund s use of leverage and derivative instruments can result in certain additional risks. Leveraged investments, by their nature, increase the potential loss to investors resulting from any depreciation in the value of such investments. Consequently, a relatively small price movement in the security underlying a leveraged instrument may result in a substantial loss to the Fund. Liquidity Risk It is likely that below Investment Grade securities may offer less liquidity than Investment Grade securities. Accordingly, there may be no readily available market for the timely liquidation of certain investments made by the Fund in such investments. Yield and Market Risk Investments in fixed income securities entail certain risks including adverse income fluctuation associated with general economic conditions affecting the fixed income securities market, as well as adverse interest rate changes and volatility of yields. When interest rates decline, the market value of the Fund s fixed income securities can be expected to rise. Conversely, when interest rates rise, the market value of the Fund s fixed income securities can be expected to decline. Cyber Security Risk Cyber security breaches may occur allowing an unauthorised party to gain access to assets of the Fund, the Shareholder data, or proprietary information, or may cause the Company, the Investment Manager, or the Depositary to suffer data corruption or lose operational functionality. The Fund may be affected by intentional cyber security breaches which include unauthorised access to systems, networks, or devices (such as through hacking activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws). A cyber security breach could result in the loss or theft of Shareholder data (including information in relation to identity) or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, RMPL\

16 physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Company, the Investment Manager, the Depositary, or other service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. Consequently, such incidents could have a material adverse effect on the Fund. In addition, such incidents could affect issuers in which the Fund invests, and thereby cause the Fund s investments to lose value, as a result of which investors, including the Fund and its Shareholders, could potentially lose all or a portion of their investment with that issuer. Changes in the UK Political Environment Following the results of the UK Referendum the financial markets, including currency exchange rates, have experienced volatility and disruption. It is not possible to predict whether such volatility and disruption will continue. Investors should be aware that the result of the 23 June 2016 Referendum and any subsequent negotiations, notifications, withdrawal and changes to legislation may introduce potentially significant new uncertainties and instabilities in the financial markets. These uncertainties and instabilities could have an adverse impact on the business, financial condition, results of operations and prospects of the Fund and certain of its service providers and counterparties, and could therefore also be detrimental to Shareholders. EMERGING MARKETS RISK FACTORS The Fund wishes to draw attention to the following risk factors, associated with investment in Emerging Markets. A. Political Risk Investment by the Fund in the Emerging Markets may be adversely affected by requirements for approvals, which may be delayed or denied, restrictions on investment and repatriation of investment proceeds, and changes in government policies, regulation, and taxation. B. Regulation and Reporting Risks Government regulation and supervision of stock markets, brokers and listed enterprises in certain of the Emerging Markets may not be as extensive as in the countries of the world s leading stock markets. Furthermore, accounting, auditing and financial reporting standards, practices and disclosure requirements in such countries are not comparable to those applicable to companies quoted on the world s leading stock markets. C. Currency Risks Investments in the Emerging Markets may be made in a variety of currencies, whereas the Net Asset Value of the Fund at any time will be computed in Euro. Accordingly, the value of these investments may be affected favourably or unfavourably by currency exchange rates and exchange control regulations, although the Fund may seek to minimise exposure to currency fluctuation to the extent practicable. D. Market Risks Trading volumes in stock markets in the Emerging Markets can be significantly lower than on the world s leading stock markets and settlement and custody practices in such RMPL\

17 markets may not be comparable to those of the world s leading stock markets, which may result in fluctuations in the price of Shares in the Fund. Also, liquidity may be less than in the world s leading stock markets, resulting in the possibility of delays in the acquisition and disposal of some investments or settlement of such transactions at unfavourable prices. E. Liquidity Risks It is unlikely that stock exchanges in the Emerging Markets will, in the foreseeable future, offer the liquidity available in more developed securities markets. Accordingly, there may be no readily available market for the timely liquidation of investments made by the Fund. F. Settlement Risks The Fund will be exposed to a credit risk on parties with whom it trades in the Emerging Markets. There can be no guarantee of the operation or performance of settlement, clearing and registration of transactions in the Emerging Markets. Where organised securities markets and banking and telecommunications systems are underdeveloped, concerns inevitably arise in relation to settlement, clearing and registration of transactions in securities where these are acquired other than as direct investments. Furthermore, due to local postal and banking systems, no guarantee can be given that all entitlements attaching to quoted and over-the counter traded securities acquired by the Fund, including those related to dividends, can be realised. G. Custodial Risks As the Fund may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Fund which are traded in such markets and which have been entrusted to sub-custodians, in circumstances where the use of such subcustodians is necessary, may be exposed to risk in circumstances whereby the Depositary would have no liability. The Depositary has a sub-custodian network in all of the countries listed in paragraph (iv) of the Stock Exchanges section of the definition of Recognised Market of the Prospectus. Accordingly, the Fund has agreed that it will not invest in securities issued or corporations located in other emerging countries until the Depositary is satisfied that it has sub-custodian arrangements in place in respect of such countries. Where the Depositary puts new sub-custodian arrangements in place, such countries will be listed in a revised Prospectus. H. Foreign Investment Risks While the Fund will only invest in markets which provide for the freedom of nationalisation and expropriation, such freedoms may be curtailed unexpectedly upon a change of government or when such nationalisation or expropriation is deemed to be in the public interest. The Fund will seek, whenever such freedoms are curtailed, to obtain adequate compensation. As a consequence of the risk factors set out above, the Fund is unable to provide any guarantee, assurance or warranty to investors as to the performance of the Fund. Investment Manager The Manager has delegated to Metzler Asset Management GmbH ( MAM ) in respect of certain Funds (namely Metzler Premier Jupiter Fund, Metzler Premier Merkur Fund, RMPL\

18 Metzler Premier Saturn Fund, Metzler Premier Uranus Fund and Metzler Premier Venus Fund) its duties as investment manager and its duties in relation to the exercise of voting rights conferred by the assets of the Funds. Metzler Asset Management GmbH (MAM) was founded in Frankfurt/Main, Germany in MAM is a wholly owned subsidiary of B. Metzler seel. Sohn & Co. Holding AG, the parent company of the "Metzler Group". MAM focuses on the portfolio management of mutual and special alternative investment funds as well as on acquisition and client relationship management. Furthermore, the company advises other German fund investment companies (Kapitalverwaltungsgesellschaften, KVGs ) and it manages discretionary investment management mandates. MAM is also a fund investment company (Kapitalverwaltungsgesellschaft) according to German law and its business purpose is also the administration of mutual funds and special alternative investment funds under German investment law. Collectively, the Asset Management division manages substantial assets for institutional clients, segregated funds and mutual funds. At the end of December 2015, total assets equalled EUR 63.9 billion, including assets administered within German Master-KVG structures and assets managed by Metzler Asset Management GmbH in the product categories Equities, Fixed Income, Balanced and Absolute Return & Capital Preservation Strategies. Metzler Real Estate business is also included. Investment Adviser The Investment Manager has appointed Metzler Private Banking as investment adviser to the Fund (the Investment Adviser ). The Investment Adviser will keep the Company s investments under regular review and provide the Manager with advice on the investment of the assets of the Fund. Under its agreement with the Investment Manager, the Investment Adviser s remuneration is paid by the Investment Manager. Description of the Investment Adviser Metzler Private Banking is a division of B. Metzler seel. Sohn & Co. KGaA (Bankhaus Metzler) based in Frankfurt am Main, Germany. Bankhaus Metzler is at the heart of the Metzler group and, founded 333 years ago, it is the oldest private bank in Germany with an unbroken tradition of family ownership. Since its establishment in 1674, Bankhaus Metzler has evolved into a modern investment bank. The professional advice provided by all core business areas is based on a combination of specialist knowledge and independence. Metzler s business structure is carefully aligned to ensure that no other business interests conflict with its customers interests. To ensure this, it is company policy not to participate in issuing syndicates, private equity transactions or own-account trading in shares. Metzler Private Banking comprises portfolio management and investment advisory services for private clients as well as wealth management services such as asset allocation and portfolio controlling for wealthy individuals and foundations. Its investment philosophy is based on active management of assets, centring on a longterm approach driven by fundamentals. Metzler Private Banking focuses on capital preservation over generations. The basic principle is that clients' assets should always RMPL\

19 be allocated in a manner that gives them the leeway to take action, even in a crisis. This long-term mentality is also reflected in an unusually high level of continuity on the staff side. Metzler Private Banking has offices in Frankfurt, in Munich (since 1993) and Stuttgart (since 2002) and private clients in the Rhineland region are through the Cologne/Düsseldorf office at Burg Etgendorf (since 2005). Charges and Expenses A. Management Fee Management fees of up to 2.5 per cent. per annum of the Net Asset Value of each Fund are payable to the Manager in respect of Shares. The management fee is calculated by reference to the Net Asset Value of the relevant Fund and accrues daily at the Valuation Point and is payable quarterly in arrears. The Manager is entitled to be reimbursed out of the assets of the Company the expenses incurred by it in the performance of its duties as Manager of the Company. B. Investment Manager Charges The Manager will be liable to pay the annual fees and charges of the Investment Manager out of the fees payable to the Manager. The Investment Manager will be liable to pay the fees of the Investment Adviser. C. Depositary Fees The Depositary shall be entitled to receive custody fees not exceeding 0.6% per annum calculated by reference to the market value of the investments that the Fund may make in the relevant market. This fee is payable monthly in arrears. In addition, the Depositary shall be paid an annual trustee fee per Fund not exceeding 0.03% of the Net Asset Value of the Fund. The Depositary is entitled to be reimbursed out of the assets of the Company the expenses (including fees and expenses of sub-depositaries and any transaction charges which shall be at normal commercial rates) incurred by it in the performance of its duties as Depositary of the Company. D. Directors Fees The Directors shall be entitled to a fee by way of remuneration for their services at a rate determined by the Directors from time to time but so that the amount of remuneration payable in any one year shall not exceed 15,000 per each Director. The Directors may also be reimbursed for expenses incurred in connection with the business of the Company and may, if the Directors so determine, receive additional remuneration for special services rendered to or at the request of the Company. Such fees and expenses shall be payable by the Company. E. Soft Commissions The Investment Manager may effect transactions by or through the agency of another person (on the exact instructions of the Investment Manager) with whom RMPL\

20 the Investment Manager or any of its affiliates have arrangements under which that party will from time to time provide to or procure for the Investment Manager or any of its affiliates, goods, services or other benefits (such as research and advisory services, computer hardware associated with specialised software research measures and performance measures etc.), the nature of which must be such that their provision can reasonably be expected to assist in the provision of investment services to the Company and for which no direct payment is made but instead the Investment Manager and any of its affiliates undertake to place business with that party. Such arrangements are known as soft commission arrangements. Where soft commission arrangements are to be entered into by, or on behalf of, the Fund, appropriate arrangements will be made to ensure that: (i) (ii) (iii) the broker or counterparty to the arrangement has agreed to provide best execution to the Fund; the benefits provided under the arrangement will be those which assist in the provision of investment services to the Fund; and there will be adequate disclosure of such arrangements in the periodic reports relating to the Fund. F. Miscellaneous The following fees will be paid by the Company: the fees and expenses payable to any Paying Agent and/or Information Agent appointed to the Company, brokerage commission, the Depositary s fees and fees payable to the auditors in respect of advice on taxation. The Manager is responsible for expenses incurred by the Company in connection with registration to permit or facilitate the sale of Shares in particular jurisdictions, expenses of meetings of the Company and legal charges in connection with the Company s corporate existence and financial structure. The Company is responsible for all other normal operating and administrative expenses such as any settlement and stock exchange charges, audit fees, legal expenses and stock exchange listing charges, brokers commissions, securities and unit settlement processing fees and transfer taxes. Where the Fund invests in the shares of other Collective Investment Schemes that are managed directly or by delegation by the same management company or by any other company with which the management company is linked by common management or control or by a substantial direct or indirect holding, that management company or other company may not charge a subscription, conversion or redemption fees on account of the Fund s investment in the shares of such other collective investment schemes. In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in respect of that portion of the Fund s assets invested in other Funds of the Company. G. Subscription Charge RMPL\

21 A subscription charge payable to the Manager to cover distribution costs of up to 5 per cent. of the Net Asset Value of the relevant Shares may be charged on subscription. H. Redemption Charge A redemption charge payable to the Manager of up to 2 per cent. of the Net Asset Value of the relevant Shares may be charged on any redemption. I. Equalisation All fees accrued by the Funds are subject to a daily equalisation computation. Equalisation is a process which ensures that during the fiscal year of the Fund the earnings per Share are not diluted by any new share creations nor are they always increased by redemptions. This is achieved by allocating a portion of subscription/reinvestment proceeds corresponding to the net earnings per Share already gained by the Fund to a so-called net earnings equalisation account and in the case of redemptions the redemption proceeds comprise both the redeemer s portion of the total net earnings gained by the Fund and the redeemer s portion of the capital of the Fund. J. Distributor s Fees Each Distributor shall be entitled to the full preliminary charge payable to the Manager on the subscription for Shares in the Company. However, such charge is only payable to the Distributor in respect of investors who have been introduced into the Company by the Distributor. Each Distributor shall also be entitled to be paid by the Manager a portion of the management fee, such amount to be agreed from time to time between the parties. K. No Double Fees If the Fund invests in the units of another Investment Fund, which: (a) (b) the Manager or the Investment Manager manages itself either directly or indirectly; or is managed by a company with which the Manager or the Investment Manager is related by virtue of: (i) (ii) (iii) common management, control, or a direct or indirect interest of more than 10% of the capital or the votes, no issue or redemption fee and only a reduced management fee of maximum 0.25% per annum will be levied with regard to such a collective investment scheme. Where the Fund cross-invests or invests in units of a collective investment scheme managed by the same management company or by an associated or related company, the manager of the scheme in which the investment is being RMPL\

22 made must waive the preliminary/initial/redemption charge which it is entitled to charge for its own account. In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in respect of that portion of the Fund s assets invested in other sub-funds of the Company. TAXATION Under current Irish law and practice, on the basis that the Company is resident in Ireland for taxation purposes and it qualifies as an investment undertaking as defined in Section 739B of the Taxes Act it is not chargeable to Irish tax on its relevant income or relevant gains. However, tax can arise on the happening of a "chargeable event" in the Company. A chargeable event includes (i) any distribution payments to Shareholders, or (ii) any encashment, redemption, cancellation, transfer of Shares, or (iii) the appropriation or cancellation of Shares of a Shareholder by the Company for the purposes of meeting the amount of tax payable on certain chargeable events that do not involve the making of a payment to a Shareholder, or (iv) the ending of a Relevant Period. No tax will arise on the Company in respect of chargeable events in respect of a Shareholder who is neither Irish Resident nor Irish Ordinary Resident at the time of the chargeable event provided that either (i) a Relevant Declaration is in place and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) the Company is in possession of a written notice of approval from the Revenue Commissioners to the effect that section 739D(7) and/or section 739D(9), as the case may be, of the Taxes Act is deemed to have been complied with in respect of each Shareholder and that approval has not been withdrawn (whereby "Equivalent Measures" are in place). A chargeable event does not include: An exchange by a Shareholder, effected by way of an arm s length bargain where no payment is made to the Shareholder, of Shares in the Company for other Shares in the Company; An exchange by a Shareholder, effected by way of an arm s length bargain where no payment is made to the Shareholder, of Shares representing one sub fund for another sub fund of the Company; Any transactions (which might otherwise be a chargeable event) in relation to Shares held in a Recognised Clearing System; A transfer by a Shareholder of the entitlement to a Share where the transfer is between spouses or civil partners and former spouses or civil partners, subject to certain conditions; an exchange of Shares arising on an amalgamation or reconstruction of the Company whereby the provisions of section 739H(2) of the Taxes Act apply; or the cancellation of Shares arising in relation to a scheme of amalgamation within the meaning of section 739HA(1) of the Taxes Act. A gain shall not be treated as arising on the happening of a chargeable event RMPL\

23 (and thus the Company will have no obligation to account for tax in relation to that event) where: (i) (ii) (iii) the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of amalgamation within the meaning of Section 739D (8C) of the Taxes Act, subject to certain conditions being fulfilled; the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of migration and amalgamation within the meaning of Section 739D (8D) of the Taxes Act, subject to certain conditions being fulfilled; the chargeable event occurs solely on account of a scheme of migration within the meaning of Section 739D (8E) of the Taxes Act, subject to certain conditions being fulfilled. The ending of a Relevant Period will not give rise to an obligation for the Company to account for the appropriate tax if: (i) (ii) immediately before the chargeable event the value of the number of Shares in the Company, in respect of which any gains arising would be treated as arising to the Company, on the happening of a chargeable event is less than 10% of the value of the total number of Shares in the Company at that time; and the Company has made an election, in writing, to the Revenue Commissioners that it will make in respect of each year of assessment a statement (including where it is the case, a statement with a nil amount) to the Revenue Commissioners in electronic format approved by them, on or before 31 March in the year following the year of assessment, which specifies in respect of each Shareholder; a. the name and address of the Shareholder; b. the value at the end of the year of assessment of the Shares to which the Shareholder is entitled at that time; and c. such other information as the Revenue Commissioners may require. The Company is obliged to notify the Shareholders concerned, in writing, if such an election has been made. Where a Shareholder receives such a notification, that Shareholder is deemed to be a chargeable person for the purposes of sections 951 and 1084 of the Taxes Act and is required to prepare and deliver to the Revenue Commissioners a return of income on or before the specified return date for that chargeable period. The return of income shall include the following details: (i) (ii) the name and address of the Company; and the gains arising on the chargeable event. RMPL\

24 If the Company becomes liable to account for tax if a chargeable event occurs, the Company shall be entitled to deduct from the payment arising on a chargeable event an amount equal to the appropriate tax and/or where applicable, (including circumstances in which no actual payment is made to a Shareholder, for example upon the ending of a Relevant Period), to appropriate or cancel such number of Shares held by the Shareholder or the beneficial owner of the Shares as are required to meet the amount of tax payable by that Shareholder. The relevant Shareholder shall indemnify and keep the Company indemnified against loss arising to the Company by reason of the Company becoming liable to account for tax on the happening of a chargeable event if no such deduction, appropriation or cancellation has been made. Please see the "Taxation of Shareholders" section below dealing with the tax consequences for the Shareholders of chargeable events in respect of:- Shareholders who are neither Irish Resident nor Irish Ordinary Resident; and Shareholders who are either Irish Resident or Irish Ordinary Resident. Dividends received from investment in Irish equities may be subject to Irish dividend withholding tax the current rate of which is set out in Annex II of the Prospectus. However, the Company can make a declaration to the payer that it is a collective investment undertaking beneficially entitled to the dividends to avoid this withholding tax. The Company is not required to deduct dividend withholding tax on dividend payments to Shareholders. The Company will be regarded as resident in Ireland for tax purposes if its central and effective management and control is exercised in Ireland. The Directors of the Company will make every effort to ensure that the business of the Company will be conducted in such a manner as to ensure that it is Irish Resident for tax purposes. It should be noted that although under Irish tax law the Company has been treated to date as a resident of Ireland for the purposes of the double taxation treaties to which Ireland is a party, there can be no assurance that treaty benefits will be accorded to the Company with respect to taxation applicable in other countries. If this position changes in the future and the application of a lower rate results in a repayment to the Company the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of the repayment. No liability in respect of Irish stamp duty will arise in respect of the issue, redemption, sale, conversion, transfer or reissue of Shares in the Company. Where any subscription for or redemption of Shares is satisfied by the in specie transfer of Irish securities or other Irish property, Irish stamp duty may arise on the transfer of such securities or property. No Irish stamp duty will be payable by the Company on the conveyance or transfer of stock or marketable securities provided that the stock or marketable securities in question have not been issued by a company incorporated in Ireland and provided that the conveyance or transfer does not relate to any immovable property situated in Ireland or any right over or interest in such property or to any stocks or marketable securities of a company (other than a company which is RMPL\

25 a collective investment undertaking within the meaning of Section 734 of the Taxes Act or a Qualifying Company) which is incorporated in Ireland. Taxation of the Shareholders (i) Capital Acquisitions Tax The disposal of Shares may be subject to Irish capital acquisitions tax. However, on the basis that the Company falls within the definition of investment undertaking (within the meaning of Section 739B of the Taxes Act), the disposal of Shares by a Shareholder is not liable to capital acquisitions tax provided that (a) at the date of the gift or inheritance, the donee or successor is neither domiciled nor ordinarily resident in Ireland; (b) at the date of the disposition, either the Shareholder disposing of the Shares is neither domiciled nor ordinarily resident in Ireland or the disposition is not subject to Irish law; and (c) the Shares are comprised in the gift or inheritance at the date of such gift or inheritance and at the valuation date. (ii) Shareholders who are neither Irish Resident nor Irish Ordinary Resident The Company will not have to deduct tax on the occasion of a chargeable event in respect of a Shareholder if the Shareholder is neither Irish Resident nor Irish Ordinary Resident, if either (i) the Shareholder has made a Relevant Declaration and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct, or (ii) Equivalent Measures are in place. In the absence of a Relevant Declaration, or written notice of approval from the Revenue Commissioners, tax will arise on the happening of a chargeable event in the Company regardless of the fact that a Shareholder is neither Irish Resident nor Irish Ordinary Resident. The appropriate tax that will be deducted is as described in the paragraphs below. To the extent that a Shareholder is acting as an Intermediary on behalf of persons who are neither Irish Resident nor Irish Ordinary Resident no tax will have to be deducted by the Company on the occasion of a chargeable event provided that the Intermediary has made a Relevant Declaration that he/she is acting on behalf of such persons and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. Shareholders who are neither Irish Resident nor Irish Ordinary Resident and who have either (i) made a Relevant Declaration in respect of which the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) Equivalent Measures are in place, will not be liable to Irish tax in respect of income from their Shares and gains made on the disposal of their Shares. However, any corporate Shareholder which is not Irish Resident and which holds Shares directly or indirectly by or for a trading branch or agency in Ireland will be liable to Irish tax on income from their Shares or gains made on disposals of the Shares. Where tax is withheld by the Company, for example, because no Relevant Declaration has been filed with the Company by the Shareholder or Equivalent Measures are not in place, Irish legislation provides for a refund of tax only to companies subject to Irish corporation tax, to certain incapacitated persons and in certain other limited circumstances. RMPL\

26 (iii) Shareholders who are Irish Residents or Ordinarily Resident in Ireland Unless a Shareholder is an Exempted Irish Investor (as defined above), makes a Relevant Declaration to that effect and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or unless the Shares are purchased by the courts service (where money under court control or subject to court order is applied to acquire Shares in the Company) the Company is liable to account for Irish income tax on gains arising on chargeable events as follows; (a) where the chargeable event relates to a Share held by a Shareholder that is a company and that company has made a declaration to the Company that it is a company and that declaration contains the Irish corporation tax reference number with respect to the company, at a rate of 25%; and (b) where (a) above does not apply, Irish tax is payable at the rate of 41%. In the case of chargeable events other than a chargeable event arising on a transfer or the ending of a Relevant Period, any tax arising is deducted from the relevant payments (distribution/ repurchase payments/ cancellation/ redemption payments) to the Shareholders. In the case of a chargeable event arising as a result of a transfer of Shares or the ending of a Relevant Period or any other chargeable event arising that does not give rise to a payment to be made by the Company to a Shareholder, the Company is entitled to cancel or appropriate sufficient Shares of the Shareholder to meet the tax liability of that Shareholder. To the extent that any tax is paid on a chargeable event that occurs solely as a consequence of the ending of a Relevant Period, such tax will be allowed as a credit or paid by the Company to the Shareholder on the happening of a subsequent chargeable event in accordance with the provisions of section 739E of the Taxes Act. There are a number of Irish Residents and Irish Ordinary Residents who are exempted from the provisions of the above regime once Relevant Declarations are in place. These are Exempted Irish Investors. Additionally, where Shares are held by the courts service no tax is deducted by the Company on payments made to the courts service. The courts service will be required to operate the tax on payments to it by the Company when they allocate those payments to the beneficial owners. Irish Resident corporate Shareholders who receive distributions from which tax has been deducted will be treated as having received an annual payment chargeable to tax under Case IV of Schedule D of the Taxes Act from which tax at a rate of 25 per cent has been deducted. Such Shareholders will not be subject to further Irish tax on any other payments received in respect of their Shareholding from which tax has been deducted. An Irish Resident corporate Shareholder whose Shares are held in connection with a trade will be taxable on any income or gains as part of that trade with a set-off against corporation tax payable for any tax deducted by the Company. Non-corporate Shareholders who are Irish Resident or Irish Ordinary Resident will not be subject to further Irish tax on income from their Shares or gains made on disposal of the Shares where tax has been deducted by the Company on payments received. Depending on the individual s personal circumstances, PRSI at a rate of 4% may also apply to the payment. Where a currency gain is made by a Shareholder on the disposal of his/her RMPL\

27 Shares, such Shareholder may be liable to capital gains tax in the year of assessment in which the Shares are disposed of. Any Shareholder who is Irish Resident or Irish Ordinary Resident and receives a distribution or receives a gain on an encashment, redemption, cancellation or transfer from which tax has not been deducted may be liable to income tax or corporation tax on the amount of such distribution or gain. Shareholder Reporting The Company is required to provide certain information in respect of certain Irish Resident Shareholders to the Revenue Commissioners in accordance with Section 891C of the Taxes Act and the Return of Values (Investment Undertakings) Regulations The information to be provided to the Revenue Commissioners includes: (a) (b) (c) the name, registered address, contact details and tax reference number of the Company; the name, address, tax reference number and date of birth (if applicable) of Shareholders; and the investment number and the value of the investment. Automatic Exchange of Information for Tax Purposes Pursuant to EU Council Directive 2003/48/EC on the taxation of savings income (the Savings Tax Directive ), Member States were required to provide to the tax authorities of another Member State details of payments of interest (or similar income which may include distributions by the Company) paid by a person within its jurisdiction to an individual resident in that other Member State. On 10 November 2015 the Council of the European Union adopted a Council Directive repealing the Savings Tax Directive from 1 January, 2017, in the case of Austria and from 1 January, 2016, in the case of all other Member States (subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings Tax Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU) ( DAC2 ). DAC2 provides for the implementation among Member States (and certain third countries that have entered into information exchange agreements) of the automatic exchange of information in respect of various categories of income and capital and broadly encompasses the regime known as the Common Reporting Standard ( CRS ) proposed by the OECD as a new global standard for the automatic exchange of information between tax authorities in participating jurisdictions. DAC2 is generally broader in scope than the Savings Tax Directive, although it does not impose withholding taxes. Under the CRS, governments of participating jurisdictions (currently more than 100 jurisdictions) are required to collect detailed information to be shared with other RMPL\

28 jurisdictions annually. A group of over 40 countries, including Ireland, have committed to the early adoption of the CRS from 1 January 2016 with the first data exchanges taking place in September All Member States, except Austria introduced the CRS from 1 January Austria will introduce CRS from 1 January CRS is implemented in Ireland pursuant to the Returns of Certain Information by Reporting Financial Institutions Regulations 2015, S.I. 583 of 2015, made under Section 891F of the Taxes Act. DAC2 is implemented in Ireland pursuant to the Mandatory Automatic Exchange of Information in the Field of Taxation Regulations of 2015, S.I. No. 609 of 2015 made under Section 891G of the Taxes Act. Pursuant to these Regulations, the Company will be required to obtain and report to the Revenue Commissioners annually certain financial account and other information for all new and existing accountholders in respect of their Shares. The first returns must be submitted on or before 30 June 2017 with respect to the year ended 31 December The information will include amongst other things, details of the name, address, taxpayer identification number ( TIN ), place of residence and, in the case of accountholders who are individuals, the date and place of birth, together with details relating to payments made to accountholders and their holdings. This information may be shared with tax authorities in other Member States (and in certain third countries subject to the terms of Information Exchange Agreements entered into with those countries) and jurisdictions which implement the CRS. FATCA Implementation in Ireland The FATCA provisions of the US Hiring Incentives to Restore Employment Act were enacted to identify US persons either directly investing outside the US or indirectly earning income inside or outside the US by using foreign entities. The obligations of Irish financial institutions under FATCA are covered by the provisions of the Ireland/US Intergovernmental Agreement ("IGA") (signed in December 2012) and supporting Irish legislation, the Financial Accounts Reporting (United States of America) Regulations 2014 (the Regulations ). Under the Regulations, any Irish financial institutions as defined under the IGA are required to report annually to the Revenue Commissioners (commencing in 2015) details on its US account holders including the name, address and taxpayer identification number ("TIN") and certain other details. Such institutions were required to amend their account on-boarding procedures with effect from 1 July 2014 in order to easily identify US new account holders and report this information to the Revenue Commissioners. The Company, in conjunction with assistance from its service providers where necessary, will endeavour to ensure that it satisfies any obligations imposed on it under the Regulations. The Company's ability to satisfy its obligations under the Regulations will depend on each Shareholder in the Company, providing the Company with any information, including information concerning the direct or indirect owners of such Shareholders, that the Company determines is necessary to satisfy such obligations. Each Shareholder will agree in its application form to provide such information upon request from the Company. If the Company fails to satisfy its obligations under the Regulations, it may, in certain circumstances, be treated as a Non-participating Financial Institution by the US Tax Authorities and therefore subject to a 30% withholding on its US source income and any proceeds from the sale of property that could give rise to US source income. RMPL\

29 Shareholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their interest in the Company. Reports Copies of each of the annual and half yearly reports of the Company are made available for inspection by the Directors and are supplied to each Shareholder upon request, free of charge. RMPL\

30 METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY INVESTMENT COMPANY WITH VARIABLE CAPITAL AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN FUNDS PROSPECTUS 5 May 2017 METZLER PREMIER JUPITER FUND METZLER PREMIER MERKUR FUND METZLER PREMIER SATURN FUND METZLER PREMIER URANUS FUND METZLER PREMIER VENUS FUND ABM\

31 METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY IMPORTANT NOTICE This Prospectus is issued as an offer to investors to subscribe for Shares in METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY (the Company ). Unless defined elsewhere in this Prospectus, all capitalised terms used in this Prospectus shall have the meanings assigned to them in the Section entitled Interpretation beginning on page 69. The Company is an investment company (also known as a collective investment scheme) established under the UCITS Regulations which is constituted as an umbrella fund comprising distinct portfolios of investments (each such portfolio being a Fund ) with segregated liability between Funds. Shares are offered solely on the basis of the information and representations contained in this Prospectus. No person is authorised to give any information or make any representation other than those contained in this Prospectus and if given or made such information or representation may not be relied upon as having been authorised by the Company, its Directors or the Manager. This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. No person may treat this Prospectus as constituting an invitation to him unless in the relevant territory such an invitation could lawfully be made to him without compliance with any registration or other legal requirements. It is the responsibility of any person outside Ireland wishing to make an application hereunder to satisfy himself as to full observance of the laws of the relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required or other formalities needing to be observed or transfer or other taxes requiring to be paid in such territory. The Directors of the Company have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or of opinion. Statements made in this Prospectus are based on the law and practice currently in force in Ireland and are subject to changes therein. After publication of an annual or half yearly report of the Company, this Prospectus should be accompanied by, and read in conjunction with, the latest annual report and accounts and any subsequent half yearly report of the Company. This Prospectus may be translated into other languages provided that any such translation shall only contain the same information and shall have the same meaning as this Prospectus. However, the English version of this Prospectus, alone, is binding. The Articles of Association of the Company and each published annual and half yearly report and accounts will be available for inspection at the registered office of the Manager. Notwithstanding that each Fund of the Company is and will be treated as bearing its own liabilities, the Company will remain liable as a whole to third parties for all its liabilities. Authorisation ABM\

32 The authorisation of this Company by the Central Bank is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of the Company by the Central Bank shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. Responsibility The Directors of the Company ( Directors ), whose names appear under Management and Administration herein, are the persons responsible for the information contained in this document. To the best of the knowledge and belief of such Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is as at 5 May 2017 in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Selling Restrictions The Shares of the Company that have been issued may be offered for sale or sold to the public only in countries where such an offer or such a sale is permissible. Unless the Manager, or a third party authorized by it, has obtained permission to do so from the local regulatory authorities and such permission can be presented by the Manager, this Prospectus does not constitute a solicitation to purchase the Company Shares, nor may the Prospectus be used for the purpose of soliciting the purchase of the Company s Shares. This Prospectus may not be distributed in the United States or to United States Persons. The distribution of this Prospectus and the offering of the Units may also be restricted in other jurisdictions. By subscribing for and/or holding Shares, investors are deemed to: (a) represent that they are not United States Persons or subscribing for or holding Shares as nominee(s) for or on behalf of any such person(s); (b) agree and acknowledge that they may not transfer the Shares or any interest therein (including by means of a swap or other derivative transaction) to a United States Person or make a transfer of the Shares or any interest therein within the United States; and (c) represent that they have not been solicited to purchase Shares or any interest therein, including by means of a swap or other derivative transaction while present in the United States or have obtained the funds to be utilised for such purchase from any United States Person; which representations, agreements and acknowledgments will be deemed to be repeated by an investor at all times that it holds any Shares or interest therein. For this purpose, United States means the United States, its states, territories and possessions, and any enclave of the United States government, its agencies or instrumentalities and United States Person encompasses any person that is not a Non-United States Person or is a U.S. person within the meaning of or for the purpose of: (i) Rule 4.7 of the U.S. Commodity Futures Trading Commission ( CFTC ); or (ii) the swaps provisions of the U.S. Commodity Exchange Act, as added by Title VII of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and as interpreted in accordance with the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations, published by the CFTC on July 26, 2013 or any other interpretive rules or guidance issued by the CFTC or staff of the CFTC; in each case, as the same has been or may from time to time be amended or replaced. An investor must immediately notify the Manager if any such representation made or deemed to be repeated by it is incorrect or misleading in any respect, or if it has breached any such agreement and acknowledgment, identifying the relevant misrepresentation and/or breach, as applicable, and the Shares affected thereby. ABM\

33 This Prospectus may be used for sales purposes only by persons who have express written authorization from the Manager (granted directly or indirectly via authorized sales agents) to do so. Declarations or representations by third parties that are not contained in this Prospectus or in the documentation have not been authorized by the Manager. The documents are available to the public at the registered office of the Manager. Investor Responsibility Investors should note that since Transferable Securities may depreciate as well as appreciate in value, no assurance can be given by the Company, the Directors or the Manager or any of the persons referred to in this Prospectus that the Company will attain its objectives. The price of Shares, in addition to the income therefrom, may decrease as well as increase. Accordingly, an investment should only be made where the investor is in a position to sustain any loss on his or her investment. In addition, the investor should be aware that on any Dealing Day the Subscription Price will be greater than the Redemption Price by an amount reflecting the subscription charge (if any) payable by an investor at the time of subscription. Accordingly, the difference at any one time between the Subscription Price and Redemption Price of Shares means that an investment should be regarded as medium to long term. A redemption charge of up to 2% may be payable upon the redemption of Shares in certain Funds. Where applicable, information in relation to the redemption charge that may apply is set out in the Leaflet for the relevant Fund. Risk Factors Investors attention is drawn to Section 15 of this Prospectus entitled Risk Factors. If you are in any doubt regarding the action you should take, please consult your stockbroker, bank manager, solicitor, accountant or other professional adviser. The Prospectus of this Company was first issued on 1 November ABM\

34 CONTENTS Clause Page No. 1. OVERVIEW THE SHARE CAPITAL MANAGEMENT AND ADMINISTRATION INVESTMENT OBJECTIVES AND POLICY INVESTMENT RESTRICTIONS OF THE REGULATIONS CHARGES AND EXPENSES ISSUE AND REDEMPTION OF SHARES VALUATION OF FUNDS DIVIDENDS CONFLICTS OF INTEREST TAXATION MEETINGS AND REPORTS WINDING UP PUBLICATION OF PRICES RISK FACTORS APPLICATION PROCEDURE REDEMPTION PROCEDURE CONVERSION PROCEDURE...45 APPENDIX 1 TERMS AND CONDITIONS OF APPLICATION...46 APPENDIX 2 GENERAL INFORMATION...50 APPENDIX 3 GERMAN SPECIFIC INFORMATION...53 APPENDIX 4 AUSTRIAN SPECIFIC INFORMATION...55 APPENDIX 5 LUXEMBOURG SPECIFIC INFORMATION...56 ABM\

35 APPENDIX ANNEX I...62 ANNEX II...64 ANNEX III...65 ANNEX IV...66 INTERPRETATION...69 LIST OF PARTIES AND ADDRESSES...80 ABM\

36 1. OVERVIEW Details of the investment objectives and policies of each of the Funds can be found in the relevant Leaflet for that Fund. Each Leaflet forms an integral part of, and should be read in conjunction with, this Prospectus. 2. THE SHARE CAPITAL A. Structure The Company is an investment company with variable capital organised under the laws of Ireland as a public limited company authorised as a UCITS pursuant to the UCITS Regulations. Authorisation by the Central Bank does not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. The Company was incorporated in Ireland as a public limited company on 24 October 2007 with registered number under the Act. The share capital of the Company consists of 2 Subscriber Shares of one euro ( 1.00) each and 100,000,000,000 Shares of no par value. As only participating shares in the capital of the Company ( Shares ) can represent an interest in Funds, the Subscriber Shares have no entitlement or interest in such Funds (for further details about Subscriber Shares, see Section 2B). The Company is organised in the form of an umbrella fund with segregated liability between Funds. The Company may from time to time create such additional Funds as the Directors may deem appropriate with the prior approval of the Central Bank. Details of any Fund or Funds created in the future shall be as set out in the applicable Leaflet in accordance with the requirements of the Central Bank. The applicable Leaflet shall form part of, and should be read in conjunction with, this Prospectus. The Manager will manage each Fund in a way which prudently reflects the risk implicit in a direct investment of a similar nature. Separate books and records will be maintained for each Fund. The assets, liabilities, income and expenditure allocated to each Fund will be separate from those of the other Funds. However, the Company as a whole will remain liable to third parties for all of the liabilities of the Company that are not attributable to a particular Fund. In accordance with the requirements of the Central Bank, the Directors may create different Classes of Shares within each Fund. The Directors may differentiate between the different characteristics of Shares within a Fund including, without limitation, as regards the rights, commission charges, currency, entry and exit prices or other characteristics. A separate pool of assets is not maintained for each Class of Share within a Fund. Details of the different Classes of Shares within a Fund and the different characteristics applicable to each Class shall be set out in the relevant Leaflet in accordance with the requirements of the Central Bank. The creation of further different Classes of Shares within a Fund will be notified to, and cleared in advance by, the Central Bank. B. Subscriber Shares As the Subscriber Shares are not Shares (and as such do not represent any interest in a Fund) they do not entitle the holders thereof to participate in the dividends of any Fund. ABM\

37 C. Funds of the Company The Company is composed of a number of separately designated Funds which are: METZLER Premier Jupiter Fund METZLER Premier Merkur Fund METZLER Premier Saturn Fund METZLER Premier Uranus Fund METZLER Premier Venus Fund The exchanges and markets on which the securities are dealt in which these Funds may invest are set out in the definition of Recognised Market. The initial offer period and the price at which Shares in a Fund will be offered during such initial offer period will be set out in the relevant Leaflet for each Fund. Thereafter, the subscription price for Shares in a Fund shall be determined in accordance with Section 7 of this Prospectus. The subscription monies in respect of the issue and allotment of Shares will be allocated, together with the relevant assets, liabilities, income and expenditure, to the Fund to which Shares are attributable. If assets or liabilities do not relate to any particular Fund they will generally be allocated to all Funds pro rata according to the Net Asset Value of each of them on the day of allocation. The currency designation of each Fund will be the Euro unless otherwise set out in a Leaflet. 3. MANAGEMENT AND ADMINISTRATION A. Board of Directors The Directors of the Company are: Robert Burke was, until 30 May 2005, a partner in McCann FitzGerald, having joined the firm in Robert Burke is experienced in most areas of company and commercial law in addition to corporate taxation. He qualified as a Chartered Accountant with Price Waterhouse in 1973 and practised as a tax specialist with them until He is a member of the Foundation for Fiscal Studies (Ireland), the International Fiscal Association, the International Tax Planning Association and the International Bar Association and an Associate Member of the Institute of Taxation in Ireland. Mr Burke is an Irish resident. Mr. Burke also acts as company secretary for the Company. Dr. Rainer Matthes joined Metzler in 1993 and since 2000 has acted as a Managing Director of Metzler Asset Management GmbH (MAM). Dr. Matthes joined Metzler as the head of the Quantitative Research and Product Development Department. From 1997 to 2002, he headed the Balanced Portfolio Team and was managed the Applied and Economic Research Teams. In 2002 he was appointed as a Senior Client Relationship Manager specialising in investment advisory, a position he held up until 2014, when he was assigned the role Chief Investment Officer of MAM, overseeing the portfolio management. Dr. Matthes is also a member of the Supervisory Boards of the following group companies: Metzler Asset Management (Japan) Ltd. in Tokyo/Japan and Metzler Ireland Limited in Dublin/Ireland. In addition Dr. Matthes is responsible for Metzler s Chinese activities including the representative office in Beijing. From 1991 to 1993, Dr. ABM\

38 Matthes spent two years in the economic research department at the Landesbank Hessen-Thüringen in Frankfurt/Main, Germany, where he was responsible for research on capital markets. After graduating in economics in 1988, Dr. Matthes spent four years at the Institute for Statistics and Econometrics of Johannes Gutenberg University in Mainz, Germany, where he also earned his PhD. At the same time he was a part-time lecturer for descriptive and inductive statistics at the Technical College in Worms, Germany. Keith Milne is Managing Director of Metzler Ireland Limited. He joined the Metzler Group in 1998 as Fund Accounting Manager of Metzler Ireland Limited, later to become Operations Manager. Mr. Milne worked as a Fund Administrator at Midland Bank Trust Corporation (Cayman) Limited (a member of the HSBC Group) and previously as an Audit Senior specialising in the area of Investment Funds with Coopers & Lybrand (Grand Cayman). Mr. Milne qualified and practised as a Chartered Accountant with Coopers & Lybrand in Dublin. Mr. Milne is an Irish resident. Damien Owens joined the Metzler Group as the Fund Accounting Manager of Metzler Ireland Limited in 1999, he progressed to IT Services and Back Office Support Manager and was later appointed Operations Manager. Before joining the Metzler Group, Mr. Owens was a Fund Administrator with Korea Exchange Bank (Dublin). Mr. Owens holds a Bachelor of Arts (Hons.) in Accounting and Finance awarded by Dublin City University (DCU) and is a Fellow of the Chartered Association of Certified Accountants (FCCA). Mr. Owens is an Irish resident. Joachim Treppner joined Metzler as Managing Director for the Master-KVG business in Up to April 2015 he was responsible for Risk Management, Client Reporting and Client Account Management and in May 2015 he took over responsibility for the backoffice functions of Metzler Asset Management. Before joining Metzler, he worked from 2003 to 2006 for J. P. Morgan Fonds Services GmbH in Frankfurt/Main, Germany, where he was a representative of the Management Board and responsible for client relationship management and controlling external asset managers. Until mid 2005, Mr. Treppner was responsible for fund accounting, fund control, technology and audit in his capacity as managing director. From 1993 to 2003, he worked for SEB Invest GmbH in Frankfurt/Main and was responsible for Business Management. There he was part of the Executive Board for his last five years. Mr. Treppner worked from 1989 to 1993 at Isbank GmbH in Frankfurt/Main and was in charge of the finance, settlement and IT department. At the same time he studied business administration at the Academy of Business and Public Sector Management (VWA). Prior to that, he worked at Raiffeisenbank Nümbrecht eg, Germany, in the role of the COO where he also completed an apprenticeship in banking from 1980 to In 1987 he earned his Bachelor degree in banking at the Bankakademie in Frankfurt/Main. Deirdre Yaghootfam was until February 2014, Assistant Director of Metzler FundServices GmbH where she was Head of the Metzler Group s Public Mutual Fund Centre of Competence. Prior to this and until December 2012 she was a Management Consultant specialising in the financial services industry. Until April 2006, she was a Director of Metzler Investment GmbH, Frankfurt am Main and prior to this she was Managing Director of Metzler Ireland Limited, Dublin having joined the Metzler Group in 1995 as Client Relations Manager in the Marketing/Client Acquisition department of Metzler Asset Management GmbH, Frankfurt am Main. Before joining the Metzler Group, she worked as a Fund Administrator at Commerz International Capital Management Fund Management Ltd. in Dublin s International Financial Services Centre. Mrs. Yaghootfam is a first class honours Business Studies graduate of the Michael Smurfit Graduate School ABM\

39 of Business, University College Dublin (UCD) and also holds a Bachelor of Arts International degree (hon.) in English and German from UCD and Bergische Universität-Gesamthochschule Wuppertal, Germany. Mrs. Yaghootfam is a German resident. The number of Directors unless otherwise determined by the Shareholders is not to be less than 2. The prior approval of the Central Bank is required for any election or appointment of a Director. B. Manager The Company has appointed Metzler Ireland Limited (the Manager ) pursuant to a management agreement dated 1 November 2007 to be responsible for the overall management and administration of the Company s affairs including the management of the investments and the valuation of the Company s assets. However, in accordance with the management agreement, the Manager has delegated certain of its functions to the Investment Manager (see Annex I and the individual Leaflets for further details). The Investment Manager has further delegated certain of its duties to the Investment Adviser (see Annex I and the individual Leaflets for further details). The Manager was incorporated in Ireland as a private limited company on 8 August 1994 with registered number under the Act. It has an authorised share capital of 600,000 divided into 1,200,000 shares of 0.50 each. At the date hereof 1,200,000 shares of 0.50 each are in issue which are fully paid up and are owned by B. Metzler seel. Sohn & Co. Holding AG and registered in its name or the names of its nominees. The Manager also acts as manager of Metzler International Investments p.l.c. and Metzler Strategic Investments p.l.c.. UCITS umbrella investment companies. The Manager also acts as manager of Metzler Opportunities Trust and Metzler Global Investments Trust, UCITS umbrella unit trusts, Metzler Fund Solutions p.l.c., a qualifying investor alternative investment fund umbrella investment company, and Metzler Universal Trust, a qualifying investor alternative investment fund (QIAIF) established as a unit trust. The Secretary of the Manager is Robert Burke. The Directors of the Manager are:- Robert Burke (For details of Mr Burke, please see Section 3A in connection with the Directors of the Company). Rainer Matthes (For details of Mr Matthes, please see Section 3A in connection with the Directors of the Company). Keith Milne (For details of Mr Milne, please see Section 3A in connection with the Directors of the Company). Damien Owens (For details of Mr Owens, please see Section 3A in connection with the Directors of the Company). Joachim Treppner (For details of Mr Treppner, please see Section 3A in connection with the Directors of the Company). Deirdre Yaghootfam (For details of Mrs Yaghootfam, please see Section 3A in connection with the Directors of the Company). ABM\

40 Under the management agreement the Manager is entitled to purchase any Shares as principal for its own account provided that it does not purchase or offer to purchase any Shares on any Business Day at a price per Share below the prevailing Subscription Price applicable on that Business Day. No commissions, discounts, brokerage or other special terms have been granted by the Company in relation to the Shares. However, on any issue of Shares the Manager may, out of its own funds, pay commission on applications received through brokers and other professional intermediaries. Remuneration Policy An effective remuneration policy of the Manager (the Remuneration Policy ) has been put in place by the Manager which complies with UCITS Regulations and the ESMA Guidelines on sound remuneration policies under the UCITS Directive and the Alternative Investment Fund Managers Directive (the Guidelines ). The Manager believes that the Remuneration Policy is in line with the strategy, objectives, values and interests of the Manager, the Company, the Funds and the Shareholders and includes measures to avoid conflicts of interest. Furthermore, the Investment Manager is subject to regulatory requirements on remuneration that are equally as effective as those applicable under the Guidelines or are subject to appropriate contractual arrangements in order to ensure that there is no circumvention of the remuneration rules set out in the present guidelines. Details of the up-to-date remuneration policy of the Manager, including, but not limited to a description of how remuneration and benefits are calculated and the identities of persons responsible for awarding the remuneration and benefits are available by means of a website at In addition, a paper copy will be made available to investors free of charge upon request. C. Depositary The Company has appointed Brown Brothers Harriman Trustee Services (Ireland) Limited as its depositary responsible for all of its assets pursuant to the Depositary Agreement. The Depositary is responsible for providing safe custody for all of the Company s assets which are held under the control of the Depositary in a segregated account in the name of the Company and therefore, not available to the creditors of the Depositary, in the event of its insolvency. The Depositary was incorporated in Ireland as a limited liability company on 29 March 1995 and is a wholly owned subsidiary of Brown Brothers Harriman & Co. The Depositary has been approved by the Central Bank to act as Depositary for the Company. The Depositary was incorporated to provide depositary and custodial services to collective investment schemes such as the Company. Under the terms of the Depositary Agreement the Depositary has full power to delegate the whole or any part of its custodial functions to sub-custodians. The liability of the Depositary will not be affected by the fact that it has entrusted to a third party some or all of the investments of the Company for safe keeping. Pursuant to the Depositary Agreement, the Depositary may only delegate to third parties all or part of the functions referred to in Article 22(5) of the UCITS Directive subject to the provisions of the Depositary Agreement and the Applicable Laws. Under the Depositary Agreement, the Company authorised and instructed the Depositary to hold financial instruments, funds and Other Assets of the Company ABM\

41 at sub-custodians appointed pursuant to the Depositary Agreement and to delegate safekeeping functions to sub-custodians. The parties agree that the Central Bank considers that in order for the Depositary to discharge its responsibility under the UCITS Regulations, the Depositary must (i) ensure that the tasks are not delegated with the intention of avoiding the requirements of the UCITS Regulations, (ii) the Depositary can demonstrate that there is an objective reason for the delegation, (iii) the Depositary (a) exercises all due skill, care and diligence in the selection ad the appointment of the third party, (b) carries out periodic reviews and on-going monitoring of the third party and of the arrangements put in place by the third party in respect of the delegation, and (c) continues to exercise all due skill, care and diligence in carrying out such review and monitoring; and (iv) the requirements of Regulation 34A(3) of the UCITS Regulations are met. The Depositary shall be liable to the Company, or to the Shareholders for the loss of financial instrument held in custody by the Depositary or a third party to whom the custody of financial instruments held in custody has been delegated. The Depositary shall be liable to the Company or to the Shareholders for all other losses suffered by the Company or Shareholders arising from the Depositary s fraud or negligent or intentional failure to properly fulfil its obligations under the UCITS Regulations. The Company indemnifies the Depositary against all actions, proceedings and claims and against all losses, costs, demands and expenses arising therefrom which may be brought against, suffered or incurred by the Depositary by reason of its performance of its duties under the terms of the Depositary Agreement. Any party may terminate the Depositary Agreement by giving not less than 90 days notice in writing to the other party in the circumstances set out in the Depositary Agreement. A list of the delegates and sub-delegates who have been appointed by the Depositary can be found in Appendix 6. Up-to-date information on the identity of the Depositary, a description of the Depositary s duties; a description of any conflicts of interest that may arise; and a description of any safekeeping functions delegated by the Depositary, the list of delegates and sub-delegates and any conflicts of interest that may arise from such delegation will be made available to investors upon request. D. Description of the Investment Manager The Manager has delegated to Metzler Asset Management GmbH ( MAM ) in respect of certain Funds (namely Metzler Premier Jupiter Fund, Metzler Premier Merkur Fund, Metzler Premier Saturn Fund, Metzler Premier Uranus Fund and Metzler Premier Venus Fund) its duties as investment manager and its duties in relation to the exercise of voting rights conferred by the assets of the Funds. Metzler Asset Management GmbH (MAM) was founded in Frankfurt/Main, Germany in MAM is a wholly owned subsidiary of B. Metzler seel. Sohn & Co. Holding AG, the parent company of the "Metzler Group". MAM focuses on the portfolio management of mutual and special alternative investment funds as well as on acquisition and client relationship management. Furthermore, the company advises other German fund investment companies (Kapitalverwaltungsgesellschaften, KVGs ) and it manages discretionary investment management mandates. MAM is also a fund investment company (Kapitalverwaltungsgesellschaft) according to German law and its business ABM\

42 purpose is also the administration of mutual funds and special alternative investment funds under German investment law. Collectively, the Asset Management division manages substantial assets for institutional clients, segregated funds and mutual funds. At the end of December 2015, total assets equalled EUR 63.9 billion, including assets administered within German Master-KVG structures and assets managed by Metzler Asset Management GmbH in the product categories Equities, Fixed Income, Balanced and Absolute Return & Capital Preservation Strategies. Metzler Real Estate business is also included. E. Description of the Investment Advisers Metzler Private Banking Metzler Private Banking is a division of B. Metzler seel. Sohn & Co. KGaA (Bankhaus Metzler) based in Frankfurt am Main, Germany. Bankhaus Metzler is at the heart of the Metzler group and, founded 333 years ago, it is the oldest private bank in Germany with an unbroken tradition of family ownership. Since its establishment in 1674, Bankhaus Metzler has evolved into a modern investment bank. The professional advice provided by all core business areas is based on a combination of specialist knowledge and independence. Metzler s business structure is carefully aligned to ensure that no other business interests conflict with its customers interests. To ensure this, it is company policy not to participate in issuing syndicates, private equity transactions or own-account trading in shares. Metzler Private Banking comprises portfolio management and investment advisory services for private clients as well as wealth management services such as asset allocation and portfolio controlling for wealthy individuals and foundations. Its investment philosophy is based on active management of assets, centring on a long-term approach driven by fundamentals. Metzler Private Banking focuses on capital preservation over generations. The basic principle is that clients' assets should always be allocated in a manner that gives them the leeway to take action, even in a crisis. This long-term mentality is also reflected in an unusually high level of continuity on the staff side. Metzler Private Banking has offices in Frankfurt, in Munich (since 1993) and Stuttgart (since 2002) and private clients in the Rhineland region are through the Cologne/Düsseldorf office at Burg Etgendorf (since 2005). Huber, Reuss & Kollegen Vermögensverwaltung GmbH Huber, Reuss & Kollegen Vermögensverwaltung GmbH was established in Germany as a limited liability company in the year Huber, Reuss & Kollegen Vermögensverwaltung GmbH received authorisation from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to provide discretionary portfolio management services to individual portfolios of financial instruments for others on 26 May Huber, Reuss & Kollegen is owned by the founders Mr Friedrich Huber and Mr Michael Reuss. Huber, Reuss & Kollegen Vermögensverwaltung GmbH is a member of the Association of Independent Asset Managers (Verband unabhängiger Vermögensverwalter e.v. - VuV). As at March 2015, Huber, Reuss & Kollegen Vermögensverwaltung GmbH has EUR 1,8 billion assets under management. ABM\

43 4. INVESTMENT OBJECTIVES AND POLICY The Company aims to provide investors with the opportunity to invest in a variety of Funds investing in equities, equity related securities and debt securities (such as government and corporate bonds, treasury bills, commercial paper, promissory notes (which shall be freely transferable), fixed interest and floating rate and zero coupon notes and certificates of deposit), all of which are listed or traded on Recognised Markets, open-ended collective investment schemes (as described in Section 5 below) and warrants. The Company may, within the conditions and limits laid down by the Central Bank, for the purpose of efficient portfolio management, enter into a variety of derivative instruments including, but not limited to, options, futures and forwards details of which will be set out in the applicable Leaflet for the relevant Fund. Each Fund may also utilise derivative instruments for investment purposes and details of such instruments used and the specified strategies for which such instruments are employed in this context will be set out in the applicable Leaflet for the relevant Fund. "Efficient portfolio management", for these purposes, means an investment decision involving transactions that are entered into for one or more of the following specific aims:- a reduction of risk; a reduction of cost; or the generation of additional capital or income for the Fund with an appropriate level of risk, taking into account the risk profile of the Fund and the general provisions of the UCITS Directive. In the context of efficient portfolio management techniques and/or the use of financial derivative instruments for hedging or investment purposes, collateral may be received from a counterparty for the benefit of the relevant Fund or posted to a counterparty by or on behalf of the relevant Fund. Any receipt or posting of collateral by the Fund will be conducted in accordance with the requirements of the Central Bank, the Central Bank Regulations and the terms of the Company s collateral policy outlined in Annex IV. The Manager shall ensure that all revenues arising from transactions relating to efficient portfolio management shall be returned to the relevant Fund following the deduction of any direct and indirect operational costs and fees arising from such transactions which shall be payable to the relevant counterparty. Details of the relevant counterparties and whether such counterparties are related to the Manager or the Depositary will be disclosed in the annual and interim financial reports for the Company. Such direct and indirect operational costs and fees will not include hidden revenue and will be at normal commercial rates together with VAT, if any, thereon, and will be borne by the Company or the relevant Fund. The Company will employ a risk management process which will enable it to monitor, measure and manage the risks attached to derivative positions, and details of this process have been provided to the Central Bank. The Company will not utilise derivative positions which have not been included in the risk management process until such time as a revised risk management process has been submitted and cleared by the Central Bank. The Company will provide on ABM\

44 request to Shareholders supplementary information relating to the risk management methods employed by the Company including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments of the relevant Fund. A sophisticated risk measurement technique called relative value-at-risk (VaR) will be used to measure the market risk of the relevant Funds. In accordance with the requirements of the Central Bank, the daily VaR of the relevant Fund may not exceed twice the daily VaR of a comparable derivative-free portfolio or benchmark. Please see the relevant benchmark indices for VaR calculation purposes disclosed in Annex III. The Manager may from time to time, in its discretion and subject to the Central Bank s requirements, amend the relevant benchmark index in respect of a Fund and Shareholders will be notified accordingly. The following relative VaR quantitative standards are applicable in the context of the Company: (i) the confidence level must be at least 99%; (ii) (iii) (iv) (v) the holding period is 10 days; the historical observation period must not be less than 1 year; stress tests are carried out monthly and the results are monitored by the Manager. Appropriate stress tests are used to measure any potential major depreciation of the Fund s value as a result of unexpected changes in the risk parameters, to analyse potential situations in which the use of derivative instruments would bring about a loss; and back-testing of the Funds is carried out daily, to compare the potential market risk amount calculated by the model to the actual change in the value of the portfolio. The results are monitored by the Manager. Details regarding anticipated levels of leverage in relation to a particular Fund will be set out in the Leaflet for such a Fund. The general investment approach to be adopted in respect of the Funds will be to assess conditions within the permitted investment realm to decide market selection, optimum stock selection and timing. Each Fund may also invest in other Funds of the Company. Such investment is known as cross-investment. A Fund may not, however, invest in shares of another Fund which itself holds shares in other Funds of the Company. Neither the material provisions of the investment policy nor the investment objectives of each Fund as disclosed in the Leaflet for each Fund may be altered by the Manager without approval on the basis of a majority of the votes cast at a general meeting of Shareholders. In the event of a change of investment objectives or policies a reasonable notification period shall be given to Shareholders by the Manager to enable them, if they choose to do so, to redeem their Shares in the Funds prior to implementation of these changes. ABM\

45 Details of the investment objectives and investment policy of each Fund shall be set out in the Leaflet issued in connection with each respective Fund. 5. INVESTMENT RESTRICTIONS OF THE REGULATIONS The following restrictions shall apply to the Funds subject to any additional investment restrictions that may be set out in the relevant Leaflet for a particular Fund. 5.1 Investments of the Company are confined to: (a) (b) (c) (d) (e) Transferable Securities and Money Market Instruments which are either admitted to official listing on a stock exchange in a Member State or non- Member State or which are dealt on a market which is regulated, operates regularly, is recognised and open to the public in a Member State or non- Member State; recently issued Transferable Securities which will be admitted to official listing on a stock exchange or other market (as described above) within a year; Money Market Instruments, as defined in the Central Bank Regulations, other than those dealt on a regulated market; units of UCITS; units of AIFs as set out in the Central Bank s guidance on UCITS Acceptable Investment in other Investment Funds. The Central Bank will permit (subject to the relevant confirmations being provided to the Central Bank by the Manager) investment by UCITS in the following categories of AIFs: (i) (ii) schemes established in Guernsey and authorised as Class A Schemes; schemes established in Jersey as Recognised Funds; (iii) schemes established in the Isle of Man as Authorised Schemes; (iv) (v) Retail Investor AIFs authorised by the Central Bank provided such collective investment schemes comply in all material respects with the provisions of the UCITS Regulations and the Central Bank UCITS Regulations; and AIFs authorised in a Member State of the EEA, the US, Jersey, Guernsey or the Isle of Man and which comply, in all material respects, with the provisions of the UCITS Regulations and the Central Bank UCITS Regulations. The consideration of all material respects should include, inter alia, consideration of the following: (i) the existence of an independent depositary with similar duties and responsibilities in relation to both safekeeping and supervision; ABM\

46 (ii) requirements for the spreading of investment risk including concentration limits, ownership restrictions, leverage and borrowing restrictions, etc.; (iii) availability of pricing information and reporting requirements; (iv) (v) redemption facilities and frequency; and restrictions in relation to dealings by related parties. Other jurisdictions and types of AIF may be considered by the Central Bank on the basis of submissions made for that purpose. In assessing any submissions made, the Central Bank will have regard to: (vi) (vii) (viii) memoranda of understanding (bilateral or multilateral), membership of an international organisation of regulators, or other co-operative arrangements (such as an exchange of letters) to ensure satisfactory cooperation between the Central Bank and the competent authority of the AIF; whether the management company of the target AIF, its rules and its choice of depositary have been approved by its regulator; and whether the AIF is authorised in an OECD jurisdiction. (f) deposits with credit institutions; and (g) financial derivative instruments. 5.2 Investment Restrictions (a) (b) A Fund may invest no more than 10% of its Net Asset Value in Transferable Securities and Money Market Instruments other than those referred to in paragraph 5.1. Recently Issued Transferable Securities (1) Subject to paragraph (2) a responsible person shall not invest any more than 10% of assets of a UCITS in securities of the type to which Regulation 68(1)(d) of the UCITS Regulations 2011 apply. (2) Paragraph (1) does not apply to an investment by a responsible person in US Securities known as Rule 144 A securities provided that: (ii) (iii) the relevant securities have been issued with an undertaking to register the securities with the US Securities and Exchanges Commission within one year of issue; the securities are not illiquid securities i.e. they may be realised by a Fund within seven ABM\

47 days at the price, or approximately at the price, at which they are valued by such Fund. (c) (d) (e) (f) (g) (h) A Fund may invest no more than 10% of its Net Asset Value in Transferable Securities or Money Market Instruments issued by the same body provided that the total value of Transferable Securities and Money Market Instruments held in the issuing bodies in each of which it invests more than 5% is less than 40%. The limit of 10% (in (c)) is raised to 25% in the case of bonds that are issued by a credit institution which has its registered office in a Member State and is subject by law to special public supervision designed to protect bond-holders. If a Fund invests more than 5% of its Net Asset Value in these bonds issued by one issuer, the total value of these investments may not exceed 80% of the Net Asset Value of the Fund. This must be approved in advance by the Central Bank. The limit of 10% (in (c)) is raised to 35% if the Transferable Securities or Money Market Instruments are issued or guaranteed by a Member State or its local authorities or by a non-member State or public international body of which one or more Member States are members. The Transferable Securities and Money Market Instruments referred to in (d) and (e) shall not be taken into account for the purpose of applying the limit of 40% referred to in (c). A Fund may not invest more than 20% of its Net Asset Value in deposits made with the same credit institution. Deposits with any single credit institution, other than a credit institution specified in Regulation 7 of the Central Bank UCITS Regulations held as ancillary liquidity shall not exceed (i) 10% of Net Asset Value of the Fund; or (ii) where the deposit is made with the Depositary, 20% of the Net Asset Value of the Fund. The risk exposure of a Fund to a counterparty to an OTC derivative may not exceed 5% of its Net Asset Value. This limit is raised to 10% in the case of (i) a credit institution authorised in the EEA; (ii) a credit institution authorised within a signatory state (other than an EEA Member State) to the Basle Capital Convergence Agreement of July 1988; or (iii) a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand. (i) Notwithstanding paragraphs (c), (g) and (h) above, a combination of two or more of the following issued by, or made or undertaken with, the same body may not exceed 20% of its Net Asset Value: (i) investments in Transferable Securities or Money Market Instruments; (ii) (iii) deposits; and/or risk exposures arising from OTC derivatives transactions. (j) The limits referred to in (c), (d), (e), (g), (h) and (i) above may not be combined, so that exposure to a single body shall not exceed 35% of the relevant Fund s Net Asset Value. ABM\

48 (k) (l) Group companies are regarded as a single issuer for the purposes of (c), (d), (e), (g), (h) and (i). However, a limit of 20% of net assets may be applied to investment in Transferable Securities and Money Market Instruments within the same group. A Fund may invest up to 100% of its Net Asset Value in different Transferable Securities and Money Market Instruments issued or guaranteed by any Member State, its local authorities, non-member States or public international body of which one or more Member States are members. The individual issuers will be drawn from the following list: OECD Governments (provided the relevant issues are investment grade), European Investment Bank, Government of the People s Republic of China, Government of Brazil (provided the issues are of investment grade), Government of India (provided the issues are of investment grade), Government of Singapore, European Bank for Reconstruction and Development, International Finance Corporation, International Monetary Fund, Euratom, The Asian Development Bank, European Central Bank, Council of Europe, Eurofima, African Development Bank, International Bank for Reconstruction and Development (The World Bank), The Inter American Development Bank, European Union, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Government National Mortgage Association (Ginnie Mae), Student Loan Marketing Association (Sallie Mae), Federal Home Loan Bank, Federal Farm Credit Bank, Tennessee Valley Authority, Straight-A Funding LLC. A Fund must hold securities from at least 6 different issues, with securities from any one issue not exceeding 30% of its Net Asset Value. 5.3 Investment in Investment Funds (a) (b) (c) (d) (e) A Fund may not invest more than 20% of its Net Asset Value in any one Investment Fund. Investment in non-ucits may not, in aggregate, exceed 30% of the Net Asset Value of the Fund. The underlying Investment Fund in which a Fund invests are prohibited from investing more than 10% of their Net Asset Value in other Investment Fund. When a Fund invests in the shares of other Investment Fund that are managed, directly or by delegation, by the Manager or by any other company with which the Manager is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge subscription, conversion or redemption fees on account of the Funds investment in the shares of such other Investment Fund. Where by virtue of investment in the units of another Investment Fund, a responsible person, an investment manager or an investment advisor receives a commission on behalf of a Fund (including rebated commission), the responsible person shall ensure that the relevant commission is paid into the property of the Fund. ABM\

49 5.4 Index Tracking Funds (a) (b) A Fund may invest up to 20% of its Net Asset Value in shares and/or debt securities issued by the same body where the investment policy of the Fund is to replicate an index which satisfies the criteria set out in the Central Bank Regulations and is recognised by the Central Bank. The limit in (a) may be raised to 35%, and applied to a single issuer, where this is justified by exceptional market conditions. 5.5 General Provisions (a) (b) An investment company, or management company acting in connection with all of the Investment Fund it manages, may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body. A Fund may acquire no more than: (i) (ii) (iii) (iv) 10% of the non-voting shares of any single issuing body; 10% of the debt securities of any single issuing body; 25% of the shares of any single Investment Fund; 10% of the Money Market Instruments of any single issuing body. NOTE: The limits laid down in (ii), (iii) and (iv) above may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the Money Market Instruments, or the net amount of the securities in issue cannot be calculated. (c) (a) and (b) shall not be applicable to: (i) (ii) (iii) (iv) Transferable Securities and Money Market Instruments issued or guaranteed by a Member State or its local authorities; Transferable Securities and Money Market Instruments issued or guaranteed by a non-member State; Transferable Securities and Money Market Instruments issued by public international bodies of which one or more Member States are members; shares held by a Fund in the capital of a company incorporated in a non-member State which invests its assets mainly in the securities of issuing bodies having their registered offices in that state, where under the legislation of that state such a holding represents the only way in which the Fund can invest in the securities of issuing bodies of that state. This waiver is applicable only if in its investment policies the company from the non-member State complies with the limits laid down in 5.2(c) to 5.2(k), 5.3(a), 5.3(b), 5.5(a), 5.5(b), 5.5(d), 5.5(e) and 5.5(f), and provided that where these limits are exceeded, paragraphs 5.5(e) and 5.5(f) below are observed. ABM\

50 (v) shares held by a Fund 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 shares at shareholders request exclusively on their behalf. (d) (e) (f) (g) Funds need not comply with the investment restrictions herein when exercising subscription rights attaching to Transferable Securities or Money Market Instruments which form part of their assets. The Central Bank may allow recently authorised Funds to derogate from the provisions of 5.2(c) to 5.2(l), 5.3(a), 5.3(b) 5.4(a) and 5.4(b) for six months following the date of their authorisation, provided they observe the principle of risk spreading. If the limits laid down herein are exceeded for reasons beyond the control of a Fund, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of its Shareholders. Neither an investment company, nor a management company or a trustee acting on behalf of a unit trust or a management company of a common contractual fund, may carry out uncovered sales of: (i) Transferable Securities; (ii) Money Market Instruments 1 ; (iii) (iv) shares of Investment Fund; or financial derivative instruments. (h) (i) (j) (k) A Fund may hold ancillary liquid assets. A Fund may acquire real and personal property which is required for the purpose of its business. A Fund may not acquire either precious metals or certificates representing them. This does not prevent a Fund from investing in Transferable Securities or Money Market Instruments issued by a corporation whose main business is concerned with precious metals. A Fund may invest in warrants on Transferable Securities which warrants are listed or traded on Recognised Markets. Each Fund may invest up to 5% of its Net Asset Value in warrants. Where any Fund invests in excess of 5% of its Net Asset Value in warrants, this will be disclosed in the relevant Leaflet, together with the relevant risk warning as required by UCITS Notice Financial Derivative Instruments ( FDIs ) (a) The global exposure of the Fund relating to FDI must not exceed its total Net Asset Value, as set out in the Central Bank Regulations. 1 Any short selling of Money Market Instruments by the Company is prohibited. ABM\

51 (b) (c) (d) Position exposure to the underlying assets of FDI, including embedded FDI in Transferable Securities or Money Market Instruments, when combined where relevant with positions resulting from direct investments, may not exceed the investment limits set out in the Central Bank Regulations. (This provision does not apply in the case of index based FDI provided the underlying index is one which meets with the criteria set out in the Central Bank Regulations). Funds may invest in FDIs dealt in over-the-counter (OTC) provided that the counterparties to OTC transactions are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Investments in FDIs are subject to the conditions and limits laid down by the Central Bank. 5.7 Borrowing In accordance with the Central Bank Regulations a Fund may borrow up to 10% of its Net Asset Value provided that this borrowing is on a temporary basis. The Depositary may give a charge over the assets of the Fund in order to secure such borrowings. 6. CHARGES AND EXPENSES A. Management Fee Management fees of up to 2.5 per cent. per annum of the Net Asset Value of each Fund are payable to the Manager in respect of Shares. The management fee is calculated by reference to the Net Asset Value of the relevant Fund and accrues daily at the Valuation Point and is payable quarterly in arrears. The Manager is entitled to be reimbursed out of the assets of the Company the expenses incurred by it in the performance of its duties as Manager of the Company. B. Investment Manager Charges The Manager will be liable to pay the annual fees and charges of the Investment Manager out of the fees payable to the Manager. The Investment Manager will be liable to pay the fees of the Investment Adviser. C. Depositary Fees The Depositary shall be entitled to receive custody fees not exceeding 0.6% per annum calculated by reference to the market value of the investments that the Fund may make in the relevant market. This fee is payable monthly in arrears. In addition, the Depositary shall be paid an annual trustee fee per Fund not exceeding 0.03% of the Net Asset Value of the Fund. The Depositary is entitled to be reimbursed out of the assets of the Company the expenses (including fees and expenses of sub-depositaries and any transaction charges which shall be at normal commercial rates) incurred by it in the performance of its duties as Depositary of the Company. D. Directors Fees The Directors shall be entitled to a fee by way of remuneration for their services at a rate determined by the Directors from time to time but so that the amount of remuneration payable in any one year shall not exceed 2,000 per each Director. ABM\

52 The Directors may also be reimbursed for expenses incurred in connection with the business of the Company and may, if the Directors so determine, receive additional remuneration for special services rendered to or at the request of the Company. Such fees and expenses shall be payable by the Company. E. Soft Commissions The Investment Manager may effect transactions by or through the agency of another person (on the exact instructions of the Investment Manager) with whom the Investment Manager or any of its affiliates have arrangements under which that party will from time to time provide to or procure for the Investment Manager or any of its affiliates, goods, services or other benefits (such as research and advisory services, computer hardware associated with specialised software research measures and performance measures etc.), the nature of which must be such that their provision can reasonably be expected to assist in the provision of investment services to the Company and for which no direct payment is made but instead the Investment Manager and any of its affiliates undertake to place business with that party. Such arrangements are known as soft commission arrangements. Where soft commission arrangements are to be entered into by, or on behalf of, a Fund, appropriate arrangements will be made to ensure that: (i) (ii) (iii) the broker or counterparty to the arrangement has agreed to provide best execution to the Fund; the benefits provided under the arrangement will be those which assist in the provision of investment services to the Fund; and there will be adequate disclosure of such arrangements in the periodic reports relating to the Fund. F. Miscellaneous The following fees will be paid by the Company: the fees and expenses (at normal commercial rates) payable to any Paying Agent and/or Information Agent appointed to the Company, brokerage commission, the Depositary s fees and fees payable to the auditors in respect of advice on taxation. The Manager is responsible for expenses incurred by the Company in connection with registration to permit or facilitate the sale of Shares in particular jurisdictions, expenses of meetings of the Company and legal charges in connection with the Company s corporate existence and financial structure. The Company is responsible for all other normal operating and administrative expenses such as any settlement and stock exchange charges, audit fees, legal expenses and stock exchange listing charges, brokers commissions, securities and unit settlement processing fees and transfer taxes. Where a Fund invests in the shares of other Investment Funds that are managed directly or by delegation by the same management company or by any other company with which the management company is linked by common management or control or by a substantial direct or indirect holding, that management company or other company may not charge a subscription, conversion or redemption fees on account of a Fund s investment in the shares of such other collective investment schemes. In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in ABM\

53 respect of that portion of a Fund s assets invested in other Funds of the Company. G. Subscription Charge A subscription charge payable to the Manager to cover distribution costs of up to 5 per cent. of the Net Asset Value of the relevant Shares may be charged on subscription. The subscription charge for each Fund shall be specified in the Leaflet for such Fund. H. Redemption Charge A redemption charge payable to the Manager of up to 2 per cent. of the Net Asset Value of the relevant Shares may be charged on any redemption. Details of any other future redemption charges applicable to a Fund shall be specified in the Leaflet for such Fund. I. Equalisation All fees accrued by the Funds are subject to a daily equalisation computation. Equalisation is a process which ensures that during the fiscal year of the Fund the earnings per Share are not diluted by any new share creations nor are they always increased by redemptions. This is achieved by allocating a portion of subscription/reinvestment proceeds corresponding to the net earnings per Share already gained by the Fund to a so-called net earnings equalisation account and in the case of redemptions the redemption proceeds comprise both the redeemer s portion of the total net earnings gained by the Fund and the redeemer s portion of the capital of the Fund. J. Distributor s Fees Each Distributor shall be entitled to the full preliminary charge payable to the Manager on the subscription for Shares in the Company. However, such charge is only payable to the Distributor in respect of investors who have been introduced into the Company by the Distributor. Each Distributor shall also be entitled to be paid by the Manager a portion of the management fee, such amount to be agreed from time to time between the parties. K. No Double Fees If a Fund invests in the units of another Investment Fund, which: (a) (b) the Manager or the Investment Manager manages itself either directly or indirectly; or is managed by a company with which the Manager or the Investment Manager is related by virtue of: (i) (ii) (iii) common management, control, or a direct or indirect interest of more than 10% of the capital or the votes, no issue or redemption fee and only a reduced management fee of maximum 0.25% per annum will be levied with regard to such a collective investment scheme. ABM\

54 Where a Fund cross-invests or invests in units of a collective investment scheme managed by the same management company or by an associated or related company, the manager of the scheme in which the investment is being made must waive the preliminary/initial/redemption charge which it is entitled to charge for its own account. In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in respect of that portion of a Fund s assets invested in other sub-funds of the Company. 7. ISSUE AND REDEMPTION OF SHARES A Form of Shares Shares in each Fund will be issued in registered form. Written confirmation of entry in the Shareholder Register will be despatched to the Shareholder named in the application form or in the case of joint holdings to the Shareholder who is first named in the Shareholder Register. Share certificates shall not be issued. B Issue of Shares The Shares in each Fund will be available for subscription on any Dealing Day, except where there is a suspension of issues and redemptions, as described in Section 7F of this Prospectus. Applications for Shares should be submitted to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA for onward transmission to the Manager), by the Dealing Deadline. Applications received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. Initial subscriptions may be processed upon receipt of a faxed instruction with the original application form (and supporting money laundering documentation) to follow promptly. Subsequent faxed subscription requests into the Shareholder s account may be processed without a requirement to submit original documentation. Subscriptions may also be accepted electronically. In the case of initial or subsequent applications submitted by electronic means (including applications submitted via the Society for Worldwide Interbank Financial Telecommunication (SWIFT)) or by fax, it shall not be necessary for the Manager to subsequently receive the original application form provided that the Manager is satisfied that the appropriate controls and procedures are in place to comply with applicable anti-money laundering / counter terrorist financing legislation and to ensure that any risk of fraud associated with the processing of transactions based on such means are adequately mitigated. Shares will normally be allotted on the following Dealing Day, subject to the Company s acceptance of the application form and receipt within three Business Days of cleared funds (or such longer period as the Manager may determine) in the relevant currency. Any application received after the Dealing Deadline may be deemed to have been received on the following Business Day and may, at the discretion of the Manager, be processed on the next following Dealing Day. Save during a period when issues or redemptions of Shares are suspended an application for Shares shall not, without the consent of the Company, be capable of being withdrawn once given. ABM\

55 The Subscription Price is the Net Asset Value per Share, subject to the possible addition of the subscription charge referred to in Section 6G and a rounding (which may be upwards) of the resulting total by not more than one per cent, at which the Shares will be allotted on the Dealing Day. The minimum initial subscription that may apply in respect of each Share class within each Fund is set out in the Leaflet for the relevant Fund. The Minimum Initial Subscription Amount shall not apply to an investment which has been made by the Manager, the Investment Manager or related group companies or any collective investment scheme managed by the Manager, the Investment Manager or related group companies. The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day. If the Manager and the Depositary are satisfied that the terms of an exchange are not such as are likely to result in any material prejudice to existing Shareholders, the Manager may, in their absolute discretion, allot Shares on terms providing for settlement to be made by the vesting in the Depositary on behalf of the Company of any securities, bonds or other assets of whatsoever nature and wheresoever situate that may be acquired by the Company in conformity with the UCITS Regulations and the investment objective and investment policy and any investment restrictions of each Fund as determined from time to time by the Manager. The value of the securities to be vested in the Company shall be determined by the Manager on the same basis as that provided for the Articles of Association for determining the Net Asset Value of a Fund. For the avoidance of doubt, Article 15(6)(a) of the Articles of Association provides that, in determining the number of Shares to be issued in exchange for the vesting in the Depositary on behalf of the Company of securities, bonds or other assets, the Subscription Price for such Shares shall be determined in accordance with the provisions setting out how the Subscription Price is determined generally. For the avoidance of doubt, the number of Shares issued shall not exceed the number that would have been issued for the cash equivalent. Where any subscription monies are not an exact multiple of the Subscription Price per Share of the Fund applied for, a fraction of a Share may be issued at the discretion of the Manager. The right is reserved by the Manager to reject any application in whole or in part. The issue of Shares may be suspended in the circumstances mentioned in Section 7F of this Prospectus. Any reference in this Prospectus to the registered address of a Shareholder shall be to his address as shown in the Shareholder Register of the Company, or in the case of joint Shareholders, the address shown therein for the first named of such Shareholders. Subscription Prices will be published in the manner described in Section 14 and will be available on request from the Manager, whose determination of the Subscription Price shall be conclusive in the absence of manifest error. In respect of such subscription proceeds received in advance of the relevant Dealing Day and until such time as the Shares have been issued to the investor, in the event of the Company or the relevant Fund becoming insolvent, the investor will rank as a general unsecured creditor of the Company or relevant Fund in respect of such subscription proceeds. ABM\

56 C Redemptions of Shares In order to redeem all or part of his holding of Shares, a Shareholder must deliver a request for redemption to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA for onward transmission to the Manager), not later than the Dealing Deadline. Any redemption request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. No redemption payment may be made until the original subscription application form has been received and all documentation required by the Manager (including any documents in connection with anti-money laundering procedures) and the appropriate anti-money laundering procedures have been completed. Redemption Requests (as defined below received by fax will only be processed where payment is made to the account of record. Redemptions may also be accepted electronically. Shares will be redeemed on the next Dealing Day. The next Dealing Day is normally the Business Day following the receipt of the application for redemption, unless otherwise determined by the Manager. The Redemption Price is the Net Asset Value per Share, subject to the possible deduction from the resulting amount of a redemption charge referred to in Section 6H and a rounding (which may be downwards) of this amount by not more than one per cent., at which the Shares will be redeemed on the Dealing Day. The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day. Unless otherwise agreed by the Directors and the Manager, a request for redemption must be made by delivery to the Company or one of its authorised agents of a request in such form as the Directors may from time to time determine (a Redemption Request ) specifying the number of Shares of each Fund to be redeemed. Unless a lower number of Shares is specified, a Redemption Request will be taken to apply to all the Shares held by the Shareholder or represented by the appropriate written confirmation of entry in the Shareholder Register. The Company is not bound to redeem on any Dealing Day more than 10% of the Shares of any one Fund. If the number of requests received exceeds that limit, the requests may be reduced proportionately. Any request not redeemed in full on the first applicable Dealing Day following its receipt by the Manager will be carried forward for redemption to each succeeding Dealing Day and will be treated pro rata with any request received thereafter (i.e. the Company shall treat such requests as if they were received on each subsequent Dealing Day until all of the Shares to which the original request related have been redeemed). The Redemption Price of such Shares may be satisfied by the Company paying cash or, provided that the Directors or the Manager are satisfied that the terms of any exchange shall not be such as are likely to result in any material prejudice to any remaining Shareholders by the Company making an in specie distribution, on such terms and conditions as the Directors and the Manager may specify, to such Shareholder of securities equalling the aggregate Redemption Price (or together ABM\

57 with such cash payments when aggregated with the value of the securities being distributed as are equal to such Redemption Price). Any such redemption in specie must be with the consent of the redeeming shareholders unless the redemption request represents 5% of more of the Net Asset Value of the Fund in which instance such redemption in specie may be at the sole discretion of the Company. In such circumstances, the Company shall, if requested by the redeeming shareholder be required to sell the relevant assets on behalf of that Shareholder but the cost of such sale shall be borne by that shareholder. Where redemption of Shares is to be satisfied by an in specie distribution of securities held by the Company, the Depositary shall transfer such securities as the Manager or its authorised agents shall direct to the Shareholder as soon as practicable after the relevant Dealing Day. The asset allocation in respect of any redemption in specie is subject to the approval of the Depositary. All costs and risks of such distribution shall be borne by such Shareholders. For the avoidance of doubt, the number of Shares distributed must not exceed the number that would have been distributed for the cash equivalent. The redemption proceeds will be paid within 10 Business Days of the Dealing Deadline. Redemption proceeds will be payable in the currency in which the Shares are designated. In respect of redemption proceeds that are unable to be paid and until such time as the redemption proceeds have been released to the investor, in the event of the Company or the relevant Fund becoming insolvent, the investor will rank as a general unsecured creditor of the Company or relevant Fund in respect of such redemption proceeds. Redemption Prices will be published in the manner described in Section 14 and will be available on request from the Manager, whose determination of the Redemption Price shall be conclusive in the absence of manifest error. D Compulsory Redemption of Shares Shares may be compulsorily redeemed or transferred if it comes to the notice of the Manager that those Shares are being owned directly or beneficially by any person who is in breach of any law or requirement of any country or governmental authority or by any person who shall belong to or be comprised within any class of persons from time to time determined by the Directors and the Depositary or in circumstances where the status, standing or tax residence of the Company or the Fund is or may be prejudiced or the Company or the Fund may suffer any pecuniary disadvantage which it would not otherwise have suffered. The Directors may compulsorily redeem any holding of Shares in any Fund which falls below a minimum holding as set out in the particular Leaflet for the Fund. The Directors shall have the power upon 30 days notice to Shareholders of a Fund (or Share Class) to terminate that Fund (or Share Class) on any Dealing Day (i) if the Net Asset Value of the Fund falls to a level that, in the absolute discretion of the Directors, makes the Fund (or Share Class) cease to be economically viable or (ii) for any other reason that the Directors determine, in their absolute discretion, is in the best interests of the Shareholders of a particular Fund (or Share Class) as a whole. The Directors are also entitled to terminate any Fund (or Share Class) with the sanction of a special resolution of the holders of the Shares relating to that Fund (or Share Class). E Conversion of Shares ABM\

58 Shareholders may on any Dealing Day, convert all or part of their holding of Shares of any class (the Original Class ) into Shares of another class (the New Class ) by giving notice to the Company, either directly or through its authorised agent, not later than the Dealing Deadline. Any conversion request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. Conversion takes place in accordance with the following formula:- NSH = OSH x RP SP where NSH is the number of Shares of the New Class; OSH is the number of Shares of the Original Class specified in the conversion notice; RP is the Redemption Price of a Share of the Original Class; SP is the Subscription Price of a Share of the New Class. The right to convert may be suspended in the circumstances mentioned in Section 7F below, and is conditional on the Company having sufficient available unissued share capital to enable the conversion to be implemented in the manner determined by the Directors. Where a Shareholder converts from one Fund to a different Fund and the Shares in the different Fund are designated as Shares of different Classes, Shares in the different Fund will be issued as Shares of the relevant Class, as applicable (whether or not the Shares in the original Fund were designated as Shares of different Classes). Where the Shares of the original Fund are designated as Shares of different Classes, and the Shareholder converts to a different Fund (the Shares of which are not designated as Shares of different Classes) the Shares will be issued of the single Class in the new Fund. No charge shall be levied by the Company upon the Shareholder for any conversion of all or part of such Shareholder s holding of Shares of the Original Class into Shares of another class. F Suspension of Issues, Redemptions and Conversions The Directors may at any time declare a temporary suspension of issues, redemption or purchases and conversions of Shares or of any one or more classes of Shares:- (a) (b) (c) (d) during any period when any Recognised Market on which a substantial part of the investments of the relevant Fund are quoted, listed or dealt in is closed otherwise than for ordinary holidays; during any period when dealings on any such Recognised Market are restricted or suspended; during the existence of any state of affairs as a result of which disposal of the investments or other assets of the relevant Fund cannot, in the opinion of the Directors, be effected normally or without seriously prejudicing the interests of the holders of that class of Shares; during any breakdown in the means of communication normally employed in determining the Net Asset Value of the relevant Fund or when, for any ABM\

59 other reason, the value of any assets of the relevant Fund cannot be promptly and accurately ascertained; or (e) during any period during which the Depositary is unable to repatriate funds required for making payments due on redemption of Shares or during which the realisation of investments or other assets or the transfer of funds involved in such realisation cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange. Forthwith after the commencement of any suspension the Directors shall immediately and in any event within the same Business Day notify in writing the Central Bank and the competent authorities in the Member States in which the Company markets its Shares that such a suspension has been made. Notice of any such suspension in respect of any class of Shares will be given to any Shareholder tendering his Shares for redemption and will also if possible be published in such publication(s) as the Company has caused Subscription Prices and Redemption Prices to be published in during the preceding six months, and notice will be similarly given upon the termination of such suspension. Unless withdrawn, applications for subscription, redemption and conversion will be considered on the first Dealing Day following the termination of a suspension. G Settlement of Transactions through Euroclear/Clearstream, Luxembourg Any transaction involving Shares referred to in this paragraph 7 may be effected through Euroclear or Clearstream provided that any such transaction shall also conform to the rules and procedures for the time being of Euroclear and Clearstream respectively. H Prevention of money laundering Measures aimed towards the prevention of money laundering may require a detailed verification of the applicant s identity. Depending on the circumstances of each application, a detailed verification might not be required where (i) the applicant makes the payment from an account held in the applicant s name at a recognised financial institution or (ii) the application is made through a recognised Intermediary. These exceptions will only apply if the financial institution or Intermediary referred to above are within a country recognised by Ireland as having equivalent anti-money laundering regulations. By way of example an individual may be required to produce a copy of a passport or identification card duly certified by a notary public, together with evidence of his/her address such as a utility bill or bank statement and date of birth. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name), constitution (or equivalent), the names, occupations, dates of birth and residential and business addresses of all directors. The Manager reserves the right to request such information as is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Manager may refuse to accept the application and subscription monies. 8. VALUATION OF FUNDS ABM\

60 The Net Asset Value of Shares of each class will be determined, in the currency of designation of a Fund, by the Manager in accordance with the Articles of Association, and as summarised below, as at the Valuation Point for such Business Day. In order to determine the Net Asset Value per Share, the value of all securities and other assets held in the relevant Fund, as adjusted to take account of accrued income, less all the liabilities and accruals attributable to that Fund, will be divided by the total number of Shares of that class in issue at the Valuation Point. (1) The Net Asset Values for each Fund (or attributable to each Class within that Fund) shall be determined separately by reference to the Fund appertaining to that class of Shares and to each such determination the following provisions shall apply. (2) In respect of each Dealing Day the Net Asset Value of each Fund (and any Class within such Fund) shall be determined and shall be equal to the value as at the Valuation Point in respect of that Dealing Day of all the assets, less all the liabilities, of that Fund. The Net Asset Value attributable to each Class of Share of a Fund is divided by the number of Shares of such Class in issue to give the Net Asset Value attributable to each Share of such Class in that Fund. (3) The assets of a Fund shall be deemed to include:- (a) (b) (c) (d) (e) (f) all cash in hand or on deposit, or on call including any interest accrued thereon; all bills, demand notes, promissory notes and accounts receivables; all bonds, certificates of deposit, shares, stock, units in collective investment schemes, debentures, debentures stock, subscription rights, warrants, options and other investments and securities owned and contracted for (other than rights and securities issued by the Company); all stock and cash dividends and cash distributions which the Directors consider will be received by the Company in respect of the Fund but which have not yet been received by it but have been declared payable to stockholders of record on a date before the day as of which the assets are being valued; all interest accrued on any interest-bearing securities forming part of the Fund; and all prepaid expenses relating to that Fund and a proportion of any prepaid expenses relating to the Company generally, such prepaid expenses to be valued and defined from time to time by the Directors. (4) Subject to the Act any expense or liability of the Company may be amortised over such period as the Directors (with the approval of the auditors) may determine (and the Directors may at any time and from time to time determine with the approval of the auditors to lengthen or shorten any such period), and the unamortised amount thereof at any time shall also be deemed to be an asset of the Company. (5) Assets shall be valued by the Manager as follows:- ABM\

61 (a) (b) cash shall be valued at face value (plus accrued interest to the relevant Valuation Point) unless, in the opinion of the Manager, any adjustment is necessary in order to reflect the fair value thereof; save as otherwise herein provided investments or assets listed, quoted or dealt in on a Recognised Market shall be valued, in the case of bonds, at closing bid price and, in the case of equities, at closing mid-market price in each case on the Recognised Market on which these assets are traded or admitted for trading (being the Recognised Market which is the sole or in the opinion of the Manager the principal Recognised Market on which the investment in question is listed, quoted or dealt in). If, in case of bonds, the closing bid prices, or, in the case of equities, the closing mid-market prices are not representative in the sole opinion of the Manager of the value of the assets, the value will be the probable realisation value, estimated with care and in good faith by such competent person as may be appointed by the Manager and approved for the purpose by the Depositary; For the avoidance of doubt, in the event that activity occurs in any Recognised Market on which substantial assets (as determined by the Manager) of any Fund are listed, quoted or dealt in on a weekday or weekdays falling between the date of any Dealing Deadline and the relevant Dealing Day then the closing mid-market / bid price to be applied in determining the Net Asset Value of such assets shall be such closing mid-market / bid price at the Valuation Point in respect of the first weekday following the Dealing Deadline on which activity occurs in the Recognised Market in question; (c) (d) (e) (f) forward foreign exchange contracts will be valued in accordance with paragraph (f) below, or, alternatively by reference to freely available market quotations. If such freely available market quotations are used, there is no requirement to have such prices independently verified or reconciled to the counterparty valuation on a monthly basis. As foreign exchange hedging may be utilised for the benefit of a particular class of Shares within a Fund, its costs and related liabilities and/or benefits will be reflected in the Net Asset Value per class for Shares of such class; exchange traded futures and options contracts (including index futures) shall be valued at the settlement price as determined by the market in question. If such market price is not available, the value shall be the probable realisation value estimated with care and in good faith by the Manager or such other competent person appointed by the Manager approved for the purpose by the Depositary. derivative instruments dealt in on a market shall be calculated at the settlement price as determined by the market in question, provided that where it is not the practice of the relevant market to quote a settlement price or if such settlement price is not available for any reason, such value shall be the probable realisation value estimated with care and in good faith by the Manager or a competent person approved for the purpose by the Depositary; where derivative instruments are not dealt in on a market, their value shall be the daily quotation from the counterparty and which will be verified on a weekly basis by a party independent of the counterparty and approved for the purpose by the Depositary. In accordance with the requirements of the Central Bank, such contracts may also be valued ABM\

62 using an alternative valuation, such value determined using an alternative valuation methodology which will be provided by the Company or a competent person appointed by the Company and approved by the Depositary. Where such contracts will be valued using an alternative valuation: (i) (ii) (iii) (iv) the alternative valuation will be produced on a daily basis; the Manager will follow international best practice and adhere to the principles on valuation of OTC instruments established by bodies such as IOSCO and AIMA; the alternative valuation is that provided by a competent person appointed by the Manager and approved for the purpose by the Depositary, or a valuation by any other means provided that the value is approved by the Depositary; and the alternative valuation must be reconciled to the counterparty valuation on at least a monthly basis. Where significant differences arise these must be promptly investigated and explained; (g) (h) (i) (j) (k) (l) at any time when prices are not available in respect of assets listed, quoted or dealt in on a Recognised Market in each case on the Recognised Market on which these assets are traded or admitted for trading (being the Recognised Market which is the sole or in the opinion of the Manager the principal Recognised Market on which the investment in question is listed, quoted or dealt in), the value of the assets will be the probable realisation value estimated with care and in good faith by such competent person as may be appointed by the Manager and approved for the purpose by the Depositary; any investments or assets not listed, quoted or dealt in on a Recognised Market shall be valued at the probable realisation value as estimated with care and in good faith by such competent persons as may be appointed by the Manager and approved for the purpose by the Depositary; securities listed or traded on a Recognised Market but acquired or traded at a premium or at a discount outside or off the relevant market may be valued, taking into account the level of premium or discount at the date of the valuation with the approval of a competent person (approved for the purpose by the Depositary). The competent person (having been approved for the purpose by the Depositary) shall ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the security; the value of units or shares or other similar participation in any collective investment scheme shall be valued at the latest bid price or, if unavailable, the last available net asset value as published by the collective investment scheme; notwithstanding the foregoing the Manager may permit some other method of valuation to be used for any particular asset if they consider that such valuation better reflects the fair value of that asset, such other method to be approved for such purpose by the Depositary; the value of an asset may be adjusted by the Manager where such an adjustment is considered necessary to reflect the fair value in the context ABM\

63 of currency, marketability, dealing costs and/or such other considerations which are deemed relevant. (6) Currencies or values in currencies other than in the currency of designation of a particular Fund shall be converted into the currency of designation of such Fund at the rate which the Manager, after consulting with, or in accordance with a method approved by, the Depositary, deems appropriate in the circumstances. (7) For the purpose of valuing the Company s assets as aforesaid the Manager may rely upon the opinions of any person(s) who appear to them to be competent to value assets by reason of any appropriate professional qualification or of experience of any relevant market. Such persons must be approved for the purpose by the Depositary. (8) The liabilities of a Fund shall be deemed to include all liabilities (including charges incurred on the acquisition and realisation of investments and such operating expenses referred to in Article 20(5)(c) of the Articles of Association that the Directors consider to be attributable to a particular Fund, and such amount as the Manager determines to provide in respect of contingent liabilities) of whatsoever kind and nature except liabilities represented by Shares in the Company. In determining the amount of such liabilities the Directors may calculate any liabilities on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any such period. Where the Manager has created different Classes of Shares within a Fund and have determined that each Class will incur different levels of fees (the details of which shall be set out in a Leaflet to this Prospectus), the Net Asset Value per Class shall be adjusted in order to reflect such different levels of fees payable in respect of each Class. (9) Where Classes of Shares denominated in different currencies are created within a Fund and currency hedging transactions are entered into in order to hedge any relevant currency exposure, such transactions will be clearly attributable to the relevant class of Shares and any costs and gains/losses of the hedging transactions will accrue solely to that Class of Shares. While it is not intended, over-hedged or under-hedged positions may arise due to factors outside the control of the Company. If such circumstances do arise, the Company will keep positions under review to ensure that the leverage in respect of the relevant Fund does not exceed the limits set out in the relevant Leaflet for the Fund. Furthermore, the Manager will ensure that materially over-hedged or underhedged positions will not be carried forward month to month. This strategy may substantially limit Shareholders of a Class of Share from benefiting if the currency in which that Class of Share is denominated falls against the base currency of the relevant Fund and/or the currency in which the assets of the Fund are denominated. (10) The Net Asset Value of each Fund calculated pursuant to the Articles of Association, may be certified by the Manager or by any other person authorised to give such certificate by the Manager and any such certificate shall be binding and conclusive as to the Net Asset Value of such Fund in the absence of manifest error. 9. DIVIDENDS The Accounting Date of the Company is 31 December in each year. Once the accounts for the period ending on the relevant Accounting Date have been finalised, the Directors will determine whether and to what extent dividends shall be paid in respect of each Fund and relevant proposals will be made to the annual general meeting of the Company. The Directors also have the power under the ABM\

64 Articles of Association to declare interim dividends. For the avoidance of doubt, subject to there being distributable profits available, interim dividends declared and paid by the Fund may be in respect of previous financial years. The dividend for any particular class of Shares in a Fund shall be payable out of profits of that Fund available for distribution relating to those classes designated as distribution share classes. Profits, for these purposes, may be comprised of net income (income less expenditure) and net realised and unrealised gains (realised and unrealised gains less realised and unrealised losses) attributable to such share classes. However, the Directors may elect to pay dividends out of net income only and shall not take net gains into account when determining any dividend that might be declared. Income for these purposes shall include, without limitation, interest income and dividend income and any other amounts treated as income in accordance with the accounting policies of the Company laid down from time to time. Where the Directors determine that a dividend is payable, it will be payable in respect of those classes of Shares within a Fund that have been designated as distributing Share Classes. Dividends, when declared, will be paid within four months after the relevant Accounting Date by bank transfer to the Shareholders. Any dividend unclaimed after six years from the date when it first became payable shall be forfeited automatically and will revert to the relevant Fund without the necessity for any declaration or other action by the Company. In respect of dividend amounts that are unable to be paid and until such time as such dividend amount has been paid to the Shareholder, in the event of the Company or the relevant Fund becoming insolvent, the Shareholder will rank as a general unsecured creditor of the Company or relevant Fund in respect of such a dividend amount. 10. CONFLICTS OF INTEREST The Manager, the Investment Manager, the Investment Adviser, the Depositary and their affiliates, officers and shareholders (collectively the Parties ) are or may be involved in other financial investment and professional activities which will on occasion cause conflict of interest with the management of this Company. This includes the management of other funds, purchases and sales of securities, investment management counselling, brokerage services and serving as directors, officers, advisers, or agents of other funds or other companies, including companies in which the Company may invest. In particular, it is envisaged that the Manager, the Investment Manager and the Investment Adviser may be involved in managing and/or advising other collective investment schemes and accounts which may have similar or overlapping investment objectives to or with the Company. In addition, it is envisaged that the Investment Manager and the Investment Adviser may, from time to time, be requested to provide valuations in respect of certain of the Company s assets in the calculation of the Net Asset Value of the Company. It should be noted that any fees payable to the Investment Adviser will increase as the value of the Company increases. Each of the Parties and the Directors of the Company will respectively ensure that the performance of their respective duties will not be impaired by any such involvement that they may have and that any conflicts which may arise including the allocation of investment opportunities will be resolved fairly. Any transaction carried out with the Company by the Manager, the Investment Manager and the Investment Adviser, the Depositary and/or associated or group ABM\

65 companies of these will be carried out as if effected on normal commercial terms negotiated at arms length. Transactions will be in the best interests of the Shareholders. Transactions permitted will be subject to the following requirements: a) the value of the transaction is certified by a person approved by the Depositary as independent and competent, or a person approved by the Directors as independent and competent in the case of transactions involving the Depositary; b) execution on best terms on organised investment exchanges under their rules; or c) where (a) and (b) are not practical, execution on terms which the Depositary, or the Directors in the case of transactions involving the Depositary, is satisfied conform to the principles outlined in paragraphs (a) and (b). The Depositary (or in the case of a transaction involving the Depositary, by the Directors) shall document how it complies with paragraphs (a), (b) and (c) above. Where transactions are conducted in accordance with paragraph (c) above, the Depositary (or in the case of a transaction involving the Depositary, by the Directors) shall document its rationale for being satisfied that the transaction conforms with the requirements set out in paragraph (c) above. 11. TAXATION The following is a brief summary based on Irish law and the prevailing practice in Ireland at the date of this Prospectus and accordingly any taxation rates referenced herein are relevant only at the date of this Prospectus. This summary does not consider all aspects of taxation which may be relevant to a prospective Shareholder in light of his particular circumstances. The information given does not constitute legal or tax advice and prospective investors should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, switching or disposing of Shares under the laws of the jurisdictions in which they may be subject to tax. A. Taxation of the Company Under current Irish law and practice, on the basis that the Company is resident in Ireland for taxation purposes and it qualifies as an investment undertaking as defined in Section 739B of the Taxes Act it is not chargeable to Irish tax on its relevant income or relevant gains. However, tax can arise on the happening of a chargeable event in the Company. A chargeable event includes (i) any distribution payments to Shareholders, or (ii) any encashment, redemption, cancellation, transfer of Shares, or (iii) the appropriation or cancellation of Shares of a Shareholder by the Company for the purposes of meeting the amount of tax payable on certain chargeable events that do not involve the making of a payment to a Shareholder, or (iv) the ending of a Relevant Period. No tax will arise on the Company in respect of chargeable events in respect of a Shareholder who is neither Irish Resident nor Irish Ordinary Resident at the time of the chargeable event provided that either (i) a Relevant Declaration is in place and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) the Company is in possession of a written notice of approval from the Revenue Commissioners ABM\

66 to the effect that section 739D(7) and/or section 739D(9), as the case may be, of the Taxes Act is deemed to have been complied with in respect of each Shareholder and that approval has not been withdrawn (whereby Equivalent Measures are in place). A chargeable event does not include: An exchange by a Shareholder, effected by way of an arm s length bargain where no payment is made to the Shareholder, of Shares in the Company for other Shares in the Company; An exchange by a Shareholder, effected by way of an arm s length bargain where no payment is made to the Shareholder, of Shares representing one sub fund for another sub fund of the Company; Any transactions (which might otherwise be a chargeable event) in relation to Shares held in a Recognised Clearing System; A transfer by a Shareholder of the entitlement to a Share where the transfer is between spouses or civil partners and former spouses or civil partners, subject to certain conditions; an exchange of Shares arising on an amalgamation or reconstruction of the Company whereby the provisions of section 739H(2) of the Taxes Act apply; or the cancellation of Shares arising in relation to a scheme of amalgamation within the meaning of section 739HA(1) of the Taxes Act. A gain shall not be treated as arising on the happening of a chargeable event (and thus the Company will have no obligation to account for tax in relation to that event) where: (i) the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of amalgamation within the meaning of Section 739D (8C) of the Taxes Act, subject to certain conditions being fulfilled; (ii) the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of migration and amalgamation within the meaning of Section 739D (8D) of the Taxes Act, subject to certain conditions being fulfilled; (iii) the chargeable event occurs solely on account of a scheme of migration within the meaning of Section 739D (8E) of the Taxes Act, subject to certain conditions being fulfilled. The ending of a Relevant Period will not give rise to an obligation for the Company to account for the appropriate tax if: (i) immediately before the chargeable event the value of the number of Shares in the Company, in respect of which any gains arising would be treated as arising to the Company, on the happening of a ABM\

67 chargeable event is less than 10% of the value of the total number of Shares in the Company at that time; and (ii) the Company has made an election, in writing, to the Revenue Commissioners that it will make in respect of each year of assessment a statement (including where it is the case, a statement with a nil amount) to the Revenue Commissioners in electronic format approved by them, on or before 31 March in the year following the year of assessment, which specifies in respect of each Shareholder; (A) (B) (C) the name and address of the Shareholder; the value at the end of the year of assessment of the Shares to which the Shareholder is entitled at that time; and such other information as the Revenue Commissioners may require. The Company is obliged to notify the Shareholders concerned, in writing, if such an election has been made. Where a Shareholder receives such a notification, that Shareholder is deemed to be a chargeable person for the purposes of sections 951 and 1084 of the Taxes Act and is required to prepare and deliver to the Revenue Commissioners a return of income on or before the specified return date for that chargeable period. The return of income shall include the following details: (i) (ii) the name and address of the Company; and the gains arising on the chargeable event. If the Company becomes liable to account for tax if a chargeable event occurs, the Company shall be entitled to deduct from the payment arising on a chargeable event an amount equal to the appropriate tax and/or where applicable, (including circumstances in which no actual payment is made to a Shareholder, for example upon the ending of a Relevant Period), to appropriate or cancel such number of Shares held by the Shareholder or the beneficial owner of the Shares as are required to meet the amount of tax payable by that Shareholder. The relevant Shareholder shall indemnify and keep the Company indemnified against loss arising to the Company by reason of the Company becoming liable to account for tax on the happening of a chargeable event if no such deduction, appropriation or cancellation has been made. Please see the Taxation of Shareholders section below dealing with the tax consequences for the Shareholders of chargeable events in respect of:- Shareholders who are neither Irish Resident nor Irish Ordinary Resident; and Shareholders who are either Irish Resident or Irish Ordinary Resident. Dividends received from investment in Irish equities may be subject to Irish dividend withholding tax the current rate of which is set out in Annex II hereto. However, the Company can make a declaration to the payer that it is a collective investment undertaking beneficially entitled to the dividends to avoid this withholding tax. The Company is not required to deduct dividend withholding tax on dividend payments to Shareholders. ABM\

68 The Company will be regarded as resident in Ireland for tax purposes if its central and effective management and control is exercised in Ireland. The Directors of the Company will make every effort to ensure that the business of the Company will be conducted in such a manner as to ensure that it is Irish Resident for tax purposes. It should be noted that although under Irish tax law the Company has been treated to date as a resident of Ireland for the purposes of the double taxation treaties to which Ireland is a party, there can be no assurance that treaty benefits will be accorded to the Company with respect to taxation applicable in other countries. If this position changes in the future and the application of a lower rate results in a repayment to the Company the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of the repayment. No liability in respect of Irish stamp duty will arise in respect of the issue, redemption, sale, conversion, transfer or reissue of Shares in the Company. Where any subscription for or redemption of Shares is satisfied by the in specie transfer of Irish securities or other Irish property, Irish stamp duty may arise on the transfer of such securities or property. No Irish stamp duty will be payable by the Company on the conveyance or transfer of stock or marketable securities provided that the stock or marketable securities in question have not been issued by a company incorporated in Ireland and provided that the conveyance or transfer does not relate to any immovable property situated in Ireland or any right over or interest in such property or to any stocks or marketable securities of a company (other than a company which is a collective investment undertaking within the meaning of Section 734 of the Taxes Act or a Qualifying Company) which is incorporated in Ireland. B. Taxation of the Shareholders (i) Capital Acquisitions Tax The disposal of Shares may be subject to Irish capital acquisitions tax. However, on the basis that the Company falls within the definition of investment undertaking (within the meaning of Section 739B of the Taxes Act), the disposal of Shares by a Shareholder is not liable to capital acquisitions tax provided that (a) at the date of the gift or inheritance, the donee or successor is neither domiciled nor ordinarily resident in Ireland; (b) at the date of the disposition, either the Shareholder disposing of the Shares is neither domiciled nor ordinarily resident in Ireland or the disposition is not subject to Irish law; and (c) the Shares are comprised in the gift or inheritance at the date of such gift or inheritance and at the valuation date. (ii) Shareholders who are neither Irish Resident nor Irish Ordinary Resident The Company will not have to deduct tax on the occasion of a chargeable event in respect of a Shareholder if the Shareholder is neither Irish Resident nor Irish Ordinary Resident, if either (i) the Shareholder has made a Relevant Declaration and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct, or (ii) Equivalent Measures are in place. In the absence of a Relevant Declaration, or written notice of approval from the Revenue Commissioners, tax will arise on the happening of a chargeable event in the Company regardless of the fact that a Shareholder is neither Irish Resident nor Irish Ordinary Resident. The appropriate tax that will be deducted is as described in the paragraphs below. ABM\

69 To the extent that a Shareholder is acting as an Intermediary on behalf of persons who are neither Irish Resident nor Irish Ordinary Resident no tax will have to be deducted by the Company on the occasion of a chargeable event provided that the Intermediary has made a Relevant Declaration that he/she is acting on behalf of such persons and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. Shareholders who are neither Irish Resident nor Irish Ordinary Resident and who have either (i) made a Relevant Declaration in respect of which the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) Equivalent Measures are in place, will not be liable to Irish tax in respect of income from their Shares and gains made on the disposal of their Shares. However, any corporate Shareholder which is not Irish Resident and which holds Shares directly or indirectly by or for a trading branch or agency in Ireland will be liable to Irish tax on income from their Shares or gains made on disposals of the Shares. Where tax is withheld by the Company, for example, because no Relevant Declaration has been filed with the Company by the Shareholder or Equivalent Measures are not in place, Irish legislation provides for a refund of tax only to companies subject to Irish corporation tax, to certain incapacitated persons and in certain other limited circumstances. (iii) Shareholders who are Irish Residents or Ordinarily Resident in Ireland Unless a Shareholder is an Exempted Irish Investor (as defined above), makes a Relevant Declaration to that effect and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or unless the Shares are purchased by the courts service (where money under court control or subject to court order is applied to acquire Shares in the Company), the Company is liable to account for Irish income tax on gains arising on chargeable events as follows; (a) where the chargeable event relates to a unit held by a Shareholder that is a company and that company has made a declaration to the Company that it is a company and that declaration contains the Irish corporation tax reference number with respect to the company, at a rate of 25%; and (b) where (a) above does not apply, Irish tax is payable at the rate of 41%. In the case of chargeable events other than a chargeable event arising on a transfer or the ending of a Relevant Period, any tax arising is deducted from the relevant payments (distribution/ repurchase payments/ cancellation/ redemption payments) to the Shareholders. In the case of a chargeable event arising as a result of a transfer of Shares or the ending of a Relevant Period or any other chargeable event arising that does not give rise to a payment to be made by the Company to a Shareholder, the Company is entitled to cancel or appropriate sufficient Shares of the Shareholder to meet the tax liability of that Shareholder. ABM\

70 To the extent that any tax is paid on a chargeable event that occurs solely as a consequence of the ending of a Relevant Period, such tax will be allowed as a credit or paid by the Company to the Shareholder on the happening of a subsequent chargeable event in accordance with the provisions of section 739E of the Taxes Act. There are a number of Irish Residents and Irish Ordinary Residents who are exempted from the provisions of the above regime once Relevant Declarations are in place. These are Exempted Irish Investors. Additionally, where Shares are held by the courts service no tax is deducted by the Company on payments made to the courts service. The courts service will be required to operate the tax on payments to it by the Company when they allocate those payments to the beneficial owners. Irish Resident corporate Shareholders who receive distributions from which tax has been deducted will be treated as having received an annual payment chargeable to tax under Case IV of Schedule D of the Taxes Act from which tax at a rate of 25 per cent has been deducted. Such Shareholders will not be subject to further Irish tax on any other payments received in respect of their Shareholding from which tax has been deducted. An Irish Resident corporate Shareholder whose Shares are held in connection with a trade will be taxable on any income or gains as part of that trade with a set-off against corporation tax payable for any tax deducted by the Company. Non-corporate Shareholders who are Irish Resident or Irish Ordinary Resident will not be subject to further Irish tax on income from their Shares or gains made on disposal of the Shares where tax has been deducted by the Company on payments received. Depending on the individual s personal circumstances, PRSI at a rate of 4% may also apply to the payment. Where a currency gain is made by a Shareholder on the disposal of his/her Shares, such Shareholder may be liable to capital gains tax in the year of assessment in which the Shares are disposed of. Any Shareholder who is Irish Resident or Irish Ordinary Resident and receives a distribution or receives a gain on an encashment, redemption, cancellation or transfer from which tax has not been deducted may be liable to income tax or corporation tax on the amount of such distribution or gain. Shareholder Reporting The Company is required to provide certain information in relation to certain Irish Resident Shareholders to the Revenue Commissioners in accordance with Section 891C of the Taxes Act and the Return of Values (Investment Undertakings) Regulations The information to be provided to the Revenue Commissioners includes: (a) (b) (c) the name, registered address, contact details and tax reference number of the Company; the name, address, tax reference number and date of birth (if applicable) of Shareholders; and the investment number and the value of the investment. Automatic Exchange of Information for Tax Purposes Pursuant to EU Council Directive 2003/48/EC on the taxation of savings income (the Savings Tax Directive ), Member States were required to provide to the ABM\

71 tax authorities of another Member State details of payments of interest (or similar income which may include distributions by the Company) paid by a person within its jurisdiction to an individual resident in that other Member State. On 10 November 2015 the Council of the European Union adopted a Council Directive repealing the Savings Tax Directive from 1 January, 2017, in the case of Austria and from 1 January, 2016, in the case of all other Member States (subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings Tax Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU) ( DAC2 ). DAC2 provides for the implementation among Member States (and certain third countries that have entered into information exchange agreements) of the automatic exchange of information in respect of various categories of income and capital and broadly encompasses the regime known as the Common Reporting Standard ( CRS ) proposed by the OECD as a new global standard for the automatic exchange of information between tax authorities in participating jurisdictions. DAC2 is generally broader in scope than the Savings Tax Directive, although it does not impose withholding taxes. Under the CRS, governments of participating jurisdictions (currently more than 100 jurisdictions) are required to collect detailed information to be shared with other jurisdictions annually. A group of over 40 countries, including Ireland, have committed to the early adoption of the CRS from 1 January 2016 with the first data exchanges taking place in September All Member States, except Austria introduced the CRS from 1 January Austria will introduce CRS from 1 January CRS is implemented in Ireland pursuant to the Returns of Certain Information by Reporting Financial Institutions Regulations 2015, S.I. 583 of 2015, made under Section 891F of the Taxes Act. DAC2 is implemented in Ireland pursuant to the Mandatory Automatic Exchange of Information in the Field of Taxation Regulations of 2015, S.I. No. 609 of 2015 made under Section 891G of the Taxes Act. Pursuant to these Regulations, the Company will be required to obtain and report to the Revenue Commissioners annually certain financial account and other information for all new and existing accountholders in respect of their Shares. The first returns must be submitted on or before 30 June 2017 with respect to the year ended 31 December The information will include amongst other things, details of the name, address, taxpayer identification number ( TIN ), place of residence and, in the case of accountholders who are individuals, the date and place of birth, together with details relating to payments made to accountholders and their holdings. This information may be shared with tax authorities in other Member States (and in certain third countries subject to the terms of Information Exchange Agreements entered into with those countries) and jurisdictions which implement the CRS. FATCA Implementation in Ireland ABM\

72 The FATCA provisions of the US Hiring Incentives to Restore Employment Act were enacted to identify US persons either directly investing outside the US or indirectly earning income inside or outside the US by using foreign entities. The obligations of Irish financial institutions under FATCA are covered by the provisions of the Ireland/US Intergovernmental Agreement ("IGA") (signed in December 2012) and supporting Irish legislation, the Financial Accounts Reporting (United States of America) Regulations 2014 (the Regulations ). Under the Regulations, any Irish financial institutions as defined under the IGA are required to report annually to the Revenue Commissioners (commencing in 2015) details on its US account holders including the name, address and taxpayer identification number ("TIN") and certain other details. Such institutions were required to amend their account on-boarding procedures with effect from 1 July 2014 in order to easily identify US new account holders and report this information to the Revenue Commissioners. The Company, in conjunction with assistance from its service providers where necessary, will endeavour to ensure that it satisfies any obligations imposed on it under the Regulations. The Company's ability to satisfy its obligations under the Regulations will depend on each Shareholder in the Company, providing the Company with any information, including information concerning the direct or indirect owners of such Shareholders, that the Company determines is necessary to satisfy such obligations. Each Shareholder will agree in its application form to provide such information upon request from the Company. If the Company fails to satisfy its obligations under the Regulations, it may, in certain circumstances, be treated as a Non-participating Financial Institution by the US Tax Authorities and therefore subject to a 30% withholding on its US source income and any proceeds from the sale of property that could give rise to US source income. Shareholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their interest in the Company. 12. MEETINGS AND REPORTS Holders of Shares are entitled to attend and vote at general meetings of the Company. The Annual General Meeting will normally be held in Ireland within six months of the end of the financial year of the Company. Other general meetings may be held at such time and place as the Directors may determine. Each financial period of the Company ends on December 31 st in each year. Copies of the annual report containing the audited financial statements of the Company in respect of the preceding financial year will normally be sent at least 21 days prior to the Annual General Meeting to the registered address of each holder of registered Shares. Copies of the unaudited half-yearly reports for the period to June, 30 th in each year will also be available to each Shareholder upon request. Annual accounts will be submitted to the Central Bank within four months of the end of the financial period to which it relates. Half-yearly accounts will be submitted within two months of the end of the financial period to which it relates. On a show of hands, every holder of Shares who is present in person or by proxy shall have one vote and, on a poll, every holder of Shares who is present in person or by proxy shall be entitled to one vote in respect of each Share held by him. 13. WINDING UP ABM\

73 The Company may be wound up by a special resolution of the Company passed at a general meeting of the Company. A special resolution requires at least 75% of the votes cast at the meeting to be voted in favour of the resolution in question. The winding up would be governed by the applicable provisions of the Act. The assets available for distribution among the holders of the Shares would be distributed in a winding up in accordance with their respective interests in the respective Funds. The Liquidator may, with the authority of a special resolution, divide among the Shareholders in specie the whole or any part of the assets of the Company. For the avoidance of doubt, if the special resolution referred to above is passed, each Shareholder is entitled to elect on winding-up whether or not he wishes to receive a distribution in specie or a distribution in cash. However, in the absence of a Shareholder electing to receive a distribution in specie on winding-up, such Shareholder shall receive his relevant distribution in cash in accordance with his respective interests in the relevant Funds. 14. PUBLICATION OF PRICES Subscription and Redemption Prices shall be published on on each Dealing Day and may be published on Reuters or Bloomberg or in such other publication(s) or such electronic media, as the Manager may from time to time consider appropriate and notify in advance to Shareholders, and will be available on request from the Manager, whose determination of the Subscription and Redemption Prices shall be conclusive in the absence of manifest error. Details of the other electronic media which may be used can be obtained from the Manager or its agent. Where Subscription and Redemption Prices are published by way of electronic media, such Subscription and Redemption Prices shall be kept up to date. 15. RISK FACTORS General The investments in the Funds are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them and therefore the value of, and income from, the Shares in the Funds may go down as well as up and an investor may not get back the amount he invests. An investor who redeems Shares after a short period may, in addition, not realise the amount originally invested in view of any subscription charge or redemption charge made on the issue or redemption of Shares and accordingly the investment should be viewed as medium to long term. Cross liability between Funds The Company is established as an umbrella company with segregated liability between all of the Funds. As a matter of Irish law, the assets of one Fund will not be available to satisfy the liabilities of another. However, the Company is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation. There is no guarantee that the courts of any jurisdiction outside Ireland will respect the limitations on liability associated with segregated portfolio companies nor is there any guarantee that the creditors of one Fund will not seek to enforce such Fund s obligations against another Fund. Currency Risks ABM\

74 Each Fund s assets may, unless otherwise noted, be invested in securities denominated in currencies other than the relevant currency of such Fund and any income received by such Fund from its investments will be received in the currencies of such investments, some of which may fall in value against the relevant currency of such Fund. Each Fund will compute its Net Asset Value and make any distributions in the denomination of the Shares; there is therefore a currency exchange risk which may affect the value of the Shares to the extent that the Fund makes investments in currencies other than the relevant currency of the Fund. Default Risk Investments in fixed income securities, specifically those which are rated below Investment Grade, are subject to the risk that the issuer could default on its obligations and a Fund could sustain losses on such investments. Each Fund will seek to limit such risks by in-depth credit research and careful securities selection but there can be no assurance that a Fund will not acquire securities with respect to which the issuer subsequently defaults. Below Investment Grade debt securities are speculative and involve a greater risk of default and price changes due to changes in the issuer s creditworthiness. The market prices of these debt securities fluctuate more than Investment Grade debt securities and may decline significantly in periods of general economic difficulty. The value of a Fund s assets may be affected by uncertainties such as changes in government policies, taxation, currency repatriation restrictions and other developments in the law or regulations of the countries in which a Fund may invest. Derivatives Risk A Fund may employ various investment techniques, such as futures, forwards and options (together derivatives ) in order to afford the protection of capital or the enhancement of investment returns. These derivative positions may be executed either on-exchange or over-the-counter. The primary risks associated with the use of such derivatives are (i) failure to predict accurately the direction of the market movements; (ii) market risks, for example, lack of liquidity or lack of correlation between the change in the value of the underlying asset and that of the value of the Fund s derivatives; and (iii) to the extent that a Fund may invest in over-the-counter derivatives transactions, credit risk with regard to parties with whom it trades and the risk of settlement default. These techniques may not always be possible or effective in enhancing returns or mitigating risk. A Fund s investments in over-the-counter derivatives are subject to the risk of counterparty default. In addition, a Fund may have to transact with counterparties on standard terms which it may not be able to negotiate. A Fund s investments in derivatives may also be subject to legal risk. Legal risk is the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly. Leverage Risk A Fund s use of leverage and derivative instruments can result in certain additional risks. Leveraged investments, by their nature, increase the potential loss to investors resulting from any depreciation in the value of such investments. ABM\

75 Consequently, a relatively small price movement in the security underlying a leveraged instrument may result in a substantial loss to the Fund. Liquidity Risk It is likely that below Investment Grade securities may offer less liquidity than Investment Grade securities. Accordingly, there may be no readily available market for the timely liquidation of certain investments made by the Funds in such investments. Yield and Market Risk Investments in fixed income securities entail certain risks including adverse income fluctuation associated with general economic conditions affecting the fixed income securities market, as well as adverse interest rate changes and volatility of yields. When interest rates decline, the market value of a Fund s fixed income securities can be expected to rise. Conversely, when interest rates rise, the market value of a Fund s fixed income securities can be expected to decline. Cyber Security Risk Cyber security breaches may occur allowing an unauthorised party to gain access to assets of the Funds, the Shareholder data, or proprietary information, or may cause the Company, the Investment Manager, or the Depositary to suffer data corruption or lose operational functionality. The Funds may be affected by intentional cyber security breaches which include unauthorised access to systems, networks, or devices (such as through hacking activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws). A cyber security breach could result in the loss or theft of Shareholder data (including information in relation to identity) or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Company, the Investment Manager, the Depositary, or other service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. Consequently, such incidents could have a material adverse effect on a Fund. In addition, such incidents could affect issuers in which a Fund invests, and thereby cause a Fund s investments to lose value, as a result of which investors, including the relevant Fund and its Shareholders, could potentially lose all or a portion of their investment with that issuer. Changes in the UK Political Environment Following the results of the UK Referendum the financial markets, including currency exchange rates, have experienced volatility and disruption. It is not possible to predict whether such volatility and disruption will continue. Investors should be aware that the result of the 23 June 2016 Referendum and any subsequent negotiations, notifications, withdrawal and changes to legislation may introduce potentially significant new uncertainties and instabilities in the financial markets. These uncertainties and instabilities could have an adverse impact on the business, financial condition, results of operations and prospects of the Company and certain of its service providers and counterparties, and could therefore also be detrimental to Shareholders. ABM\

76 EMERGING MARKETS RISK FACTORS The Company wishes to draw attention to the following risk factors, associated with investment in Emerging Markets. A. Political Risk Investment by the Company in the Emerging Markets may be adversely affected by requirements for approvals, which may be delayed or denied, restrictions on investment and repatriation of investment proceeds, and changes in government policies, regulation, and taxation. B. Regulation and Reporting Risks Government regulation and supervision of stock markets, brokers and listed enterprises in certain of the Emerging Markets may not be as extensive as in the countries of the world s leading stock markets. Furthermore, accounting, auditing and financial reporting standards, practices and disclosure requirements in such countries are not comparable to those applicable to companies quoted on the world s leading stock markets. C. Currency Risks Investments in the Emerging Markets may be made in a variety of currencies, whereas the Net Asset Value of the Company at any time will be computed in Euro. Accordingly, the value of these investments may be affected favourably or unfavourably by currency exchange rates and exchange control regulations, although the Company may seek to minimise exposure to currency fluctuation to the extent practicable. D. Market Risks Trading volumes in stock markets in the Emerging Markets can be significantly lower than on the world s leading stock markets and settlement and custody practices in such markets may not be comparable to those of the world s leading stock markets, which may result in fluctuations in the price of Shares in the Company. Also, liquidity may be less than in the world s leading stock markets, resulting in the possibility of delays in the acquisition and disposal of some investments or settlement of such transactions at unfavourable prices. E. Liquidity Risks It is unlikely that stock exchanges in the Emerging Markets will, in the foreseeable future, offer the liquidity available in more developed securities markets. Accordingly, there may be no readily available market for the timely liquidation of investments made by the Company. F. Settlement Risks ABM\

77 The Company will be exposed to a credit risk on parties with whom it trades in the Emerging Markets. There can be no guarantee of the operation or performance of settlement, clearing and registration of transactions in the Emerging Markets. Where organised securities markets and banking and telecommunications systems are underdeveloped, concerns inevitably arise in relation to settlement, clearing and registration of transactions in securities where these are acquired other than as direct investments. Furthermore, due to local postal and banking systems, no guarantee can be given that all entitlements attaching to quoted and over-the counter traded securities acquired by the Company, including those related to dividends, can be realised. G. Custodial Risks As the Company may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Company which are traded in such markets and which have been entrusted to sub-custodians, in circumstances where the use of such sub-custodians is necessary, may be exposed to risk in circumstances whereby the Depositary would have no liability. The Depositary has a sub-custodian network in all of the countries listed in paragraph (iv) of the Stock Exchanges section of the definition of Recognised Market. Accordingly, the Company has agreed that it will not invest in securities issued or corporations located in other emerging countries until the Depositary is satisfied that it has sub-custodian arrangements in place in respect of such countries. Where the Depositary puts new sub-custodian arrangements in place, such countries will be listed in a revised prospectus. H. Foreign Investment Risks While the Company will only invest in markets which provide for the freedom of nationalisation and expropriation, such freedoms may be curtailed unexpectedly upon a change of government or when such nationalisation or expropriation is deemed to be in the public interest. The Company will seek, whenever such freedoms are curtailed, to obtain adequate compensation. As a consequence of the risk factors set out above, the Company is unable to provide any guarantee, assurance or warranty to investors as to the performance of any of the Funds. 16. APPLICATION PROCEDURE Applicants for Shares are advised that applications are considered and Shares are issued subject to the terms and conditions of application set out in Appendix 1 and the provisions of the Constitution of the Company. To subscribe for Shares an applicant must complete and execute a share application form. Application forms shall be in such form as may be prescribed from time to time by the Manager or its agent and shall be available upon request from the Manager or its agent. Applications should be sent to the Manager or its agent (namely, B. Metzler seel. Sohn & Co. KGaA for onward transmission to the Manager), at the address set out in the List of Parties and Addresses below on pages 80 and 81. If any application is not accepted the amount paid on application will be returned and if any application is accepted for fewer Shares than the number applied for the balance of the amount paid on application will be returned. Any amount thus returned will be without interest and will be sent at the risk of the applicant. ABM\

78 A written confirmation of entry in the Shareholder Register will be despatched to the Shareholder or his nominated agent by post and at the Shareholder s risk within 6 weeks of receipt of the Shareholder s request in writing for its issue. 17. REDEMPTION PROCEDURE To redeem all or part of a holding of Shares, a Shareholder must deliver a request for redemption to the Manager as described in Section 7C of this Prospectus. 18. CONVERSION PROCEDURE To convert all or part of a holding of Shares, a Shareholder must deliver a request for conversion to the Manager as described in Section 7E of this Prospectus. ABM\

79 APPENDIX 1 TERMS AND CONDITIONS OF APPLICATION By completing and delivering an application form the applicant(s): (i) (ii) offer(s) to subscribe for the number of Shares specified in the application form (or such smaller number for which the application is accepted) on and subject to the terms and conditions set out in this Prospectus, the relevant Leaflet and Key Investor Information Document (the KIID ) and subject to the Constitution of the Company; authorises the Manager to send written or electronic confirmation of entry in the Shareholder Register for the number of Shares for which the application is accepted, and/or an electronic transfer for any money returnable, at the risk of the person(s) entitled thereto to the bank account details on record and to procure that the applicant s name together with the name(s) of any other joint applicant(s) is/are placed on the Shareholder Register of the Company in respect of such Shares; (iii) agrees that completion and delivery of the application form shall constitute a warranty that his remittance will be honoured on first presentation and that any written confirmation of entry in the Shareholder Register and any moneys returnable to him may be retained by the Company pending clearance (where applicable) of the remittance; (iv) agrees that all applications, acceptances of applications and contracts resulting therefrom shall be governed by and construed in accordance with the laws of Ireland and further agrees to submit to the exclusive jurisdiction of the Courts of Ireland; (v) warrants that, if he signs the application form on behalf of somebody else or on behalf of a corporation, he has due authority to do so and that he and the person on whose behalf he signs are of full age and capacity under the laws of Ireland or under the laws of any other relevant jurisdiction; (vi) agrees that the Manager may reject any application in whole or in part without assigning any reason therefor; (vii) agrees that he shall not be entitled at any time after acceptance of the application to exercise any remedy of recision for misrepresentation; (viii) confirms that in making such application he is not relying on any information or representations in relation to the Company other than those contained in this Prospectus, relevant Leaflet and KIID and accordingly that no person responsible solely or jointly for this Prospectus or any part thereof shall have any liability for any such other information or representations; ABM\

80 (ix) warrants that he has observed and complied with all requirements and obtained all consents required for this application to be made in respect of any jurisdiction to which he may be subject; (x) warrants that he is of full age and capacity under the laws of Ireland or under the laws of any other relevant jurisdiction; (xi) warrants that he agrees to be bound by the terms of the Prospectus, relevant Leaflet and KIID; (xii) agrees all redemption requests are dealt with on a forward pricing basis, i.e. by reference to the Redemption Price for Shares calculated at the Valuation Point on the relevant Dealing Day. Applicants will receive a contract note confirming receipt by the Manager of a redemption request but this should not be construed by applicants as confirmation of settlement of redemption monies; (xiii) understands that communications furnished to the Company and/or the Manager via Fax, or SWIFT may get lost, subject to delays, interference by third parties and their confidentiality, security and integrity cannot be guaranteed. The Company and/or the Manager cannot confirm; whether the original document from which a fax was created or the text or other content of any SWIFT or (or any document or other file attached to an ) was forged, unauthorised, wrongfully altered, or otherwise misused, whether any of the transmission details imprinted automatically on a fax, such as the name of sender, sending telephone number or the date or time of transmission, are false; and whether any of the transmission details included in a received or SWIFT, such as the sender s name, the sender s address, the sender s SWIFT address, the date or time of sending, server details or the route through which the communications travelled are false. Because of this, the applicant agrees that the Company and/or the Manager cannot accept any liability for loss or damage to me/us resulting from failure to detect such matters in any fax document or or SWIFT furnished or appearing to have been furnished by the applicant; (xiv) understands electronic communications cannot be guaranteed to be error free. The applicant agrees that they will not hold the Company or the Manager liable at any time for any loss incurred; (xv) agrees to certify that the investor is not United States person; (xvi) agrees to provide these representations to the Company and/or the Manager at such times as either of them may request and to provide on request such certifications, documents or other evidence as the Company and/or the Manager may reasonably require to substantiate such representations. If the application form is signed under a Power of Attorney, the Power of Attorney or a certified copy thereof must accompany the application form; ABM\

81 (xvii) agrees to provide the Company and/or the Manager such information as is necessary or appropriate to enable the Company and/or the Manager to comply with applicable laws, regulations and tax rulings; (xviii) agrees to abide by Data Protection Legislation (defined below). Prospective investors should note that by completing a subscription application form for Shares in a Fund they are providing the Manager with personal information, which may constitute personal data within the meaning of the Irish Data Protection Act, 1988, as amended by the Data Protection (Amendment) Act, 2003 (as amended, superseded, replaced or re-enacted from time to time) (the Data Protection Legislation ). The Manager is a data controller of such personal information within the meaning of the Data Protection Legislation and undertakes to hold any personal information provided by investors in confidence and in accordance with the Data Protection Legislation. Data will be used by the Manager for the purposes of administration, transfer agency, statistical analysis, research and disclosure to the Manager s delegates and agents. Such data may be processed on behalf of the Company by the Administrator and such data may also be disclosed to the Investment Manager and the Depositary for the purposes of them providing services to the Company pursuant to their contracts with the Manager. By signing the subscription application form, prospective investors acknowledge that they are providing their consent to the Manager, its delegates and its or their duly authorised agents and any of their respective related, associated or affiliated companies obtaining, holding, using, disclosing and processing the data for any one or more of the following purposes: to manage and administer the investor's holding in the Company and any related accounts on an on-going basis; for any other specific purposes where the investor has given specific consent; to carry out statistical analysis and market research; to comply with legal and regulatory obligations applicable to the investor and the Company; for disclosure or transfer, whether in Ireland or countries outside Ireland, including without limitation the U.S., which may not have the same data protection laws as Ireland, to third parties including financial advisers, regulatory bodies, auditors, technology providers, or to the Manager and its delegates and its or their duly appointed agents and any of their respective related, associated or affiliated companies for the purposes specified above; or for other legitimate business interests of the Company. Pursuant to the Data Protection Legislation, investors have a right of access to their personal data kept by the Manager and the right to amend and rectify any inaccuracies in their personal data held by the Manager by making a request to the Manager in writing. (xix) agrees to contact the Manager immediately in the event that any of the terms and conditions as outlined above (i-xviii) can no longer be met or accepted by the applicant, or in the event any of the details provided in the due diligence ABM\

82 documentation initially furnished by the applicant change i.e., change of address, change of bank details etc. In the event the terms and conditions as outlined above (i-xix) are not met by the applicant or if there is a delay or failure to provide the required documents by the applicant, the subscription or redemption request will be subject to delays and may not be accepted. Neither the Company, nor the Manager can be held liable for the delay or non-execution of transactions when the applicant has not provided the documents or has provided incomplete documents. Shareholders may also be asked to provide additional or updated documents in accordance with the obligations for on-going control and supervision in accordance with applicable laws and regulations. If the application form is signed under a Power of Attorney, the Power of Attorney or a certified copy thereof must accompany the application form. ABM\

83 APPENDIX 2 GENERAL INFORMATION 1. At the date hereof, the Company is not engaged in any litigation or arbitration and no litigation or claim is known to the Directors to be pending or threatened against the Company. 2. There are no existing or proposed service contracts between any of the Directors and the Company but the Directors may receive remuneration as provided in the Articles of Association. 3. The following contracts which involve the payment of certain fees and expenses and which are or may be material have been entered into otherwise than in the ordinary course of business: (a) Management Agreement dated 1 November 2007 between the Company and the Manager whereby the Manager agreed to manage the business of the Company. The Agreement is terminable on 3 months notice by either party. (b) Amended and Restated UCITS Depositary Agreement dated 13 October 2016 between the Company, the Manager and the Depositary whereby the latter was appointed as Depositary of the Company s Assets. (c) (d) (e) Investment Management Agreement dated 14 March 2012 between the Company, the Manager and the Investment Manager under which the Investment Manager agreed to provide investment management services to the Manager. The Agreement is terminable on 3 months notice by any party. The Investment Management Agreement became effective at 8 a.m. on 15 March Advisory Agreement dated 14 March 2012 between the Investment Manager and B. Metzler seel. Sohn & Co. KGaA (as amended by an addendum dated 15 April 2015) pursuant to which B. Metzler seel. Sohn & Co. KGaA agreed to provide investment advice to the Investment Manager in respect of certain Funds. The Agreement is terminable on 3 months notice by any party. The Advisory Agreement became effective at 8 a.m. on 15 March Advisory Agreement dated 15 April 2015 between the Investment Manager and Huber, Reuss & Kollegen Vermögensverwaltung GmbH pursuant to which Huber, Reuss & Kollegen Vermögensverwaltung GmbH agreed to provide investment advice to the Investment Manager in respect of the Metzler Premier Uranus Fund. The Agreement is terminable on 3 months notice by any party. 4. B. Metzler seel. Sohn & Co. KGaA, Germany was appointed on 14 February 2014 as an Information Agent for Germany. The Company indemnifies the Information Agent from third party claims raised against the Information Agent in connection with its capacity as information agent, other than for claims or losses arising due to gross negligence or wilful default of the Information Agent in the performance of its duties, and the Information 50

84 Agent is not liable for losses arising from any fraudulent manipulation of the documents and the prospectuses provided to it by the Company. The Agreement is terminable on 3 months written notice by any party, and in other circumstances as set out in the Information Agent Agreement. 5. Metzler FundServices GmbH was appointed as distributor on behalf of the Company on 14 February 2014 to provide support in respect of the distribution of the Funds solely in respect of Germany, pursuant to an Annex dated 14 February 2014 to the Distribution Agreement between the Manager and Metzler FundServices GmbH (formerly Metzler Servicegesellschaft für Vertriebspartner mbh) dated 7 March 2002, extending the Distribution Agreement to provide for services to the Company. The Manager is liable for any reasonable damage or loss directly resulting from its failure to inform Metzler FundServices GmbH of its intention to discontinue the marketing of shares in the Funds in Germany. The Distribution Agreement is terminable upon 6 months written notice to either party. Upon the insolvency of either party or the occurrence of certain other events, the Distribution Agreement may be terminated by either party with immediate effect. 6. Metzler Asset Management GmbH was appointed as Distributor on behalf of the Company on 14 February 2014 to provide support in respect of the distribution of the Funds in certain countries, pursuant to the Distribution Agreement between the Manager and Metzler Asset Management GmbH. The Agreement is terminable on 3 months notice by any party. Pursuant to the Agreement, Metzler Asset Management GmbH and its delegated group companies are indemnified by the Manager from and against all direct claims they may incur arising from erroneous or incomplete information contained in prospectuses, other sales documentation or any other data provided, released or published by the Manager or the Company. 7. Pursuant to the Paying Agent and Tax Representative Agreement dated 14 February 2014 between the Company, the Manager and Erste Bank der oesterreichischen Sparkassen AG Vienna (the Erste Bank ), Erste Bank has agreed to act as the Company s representative in Austria in connection with the offer of Shares in the Company to Austrian residents who intend to subscribe for Shares in the Company. Pursuant to the Paying Agent and Tax Representative Agreement, the Company agrees to indemnify Erste Bank, solely out of the assets of the Company, against any losses, liabilities, claims or actions of third parties which Erste Bank incurs solely in carrying out its duties under the Paying Agent Agreement, as a result of the Company s breach of the Paying Agent Agreement or its duties thereunder by fraud, wilful default, gross negligence or bad faith of the Company or its officers, employees or representatives. The Paying Agent and Tax Representative Agreement is terminable upon 3 months written notice to either party. 8. Pursuant to the Paying and Representation Agency Agreement dated 14 February 2014 between the Company, the Manager and BNP Paribas Securities Services S.C.A Luxembourg Branch ( BNP Luxembourg ), BNP Luxembourg has agreed to act as the Company s representative and Paying Agent in Luxembourg to Luxembourg residents who intend to subscribe for Shares in the Company. Pursuant to the Paying and Representation Agency Agreement, the Company holds BNP Luxembourg harmless from and against all expenses, claims, damages, losses, commitments, costs, disbursements, taxes and other liabilities incurred or ABM\

85 suffered by BNP Luxembourg resulting directly from BNP Luxembourg carrying out its obligations under the Paying and Representation Agency Agreement, except in the event of BNP Luxembourg s negligence, fraud, recklessness, bad faith, wilful default and all claims, losses or commitments resulting from a breach by BNP Luxembourg or its agents of its obligations under the Paying and Representation Agency Agreement. The Paying and Representation Agency Agreement is terminable upon 3 months written notice to either party. 9. The Company has no subsidiaries. 10. Copies of the above mentioned agreements, together with a copy of the Constitution of the Company, the Company s periodic reports, the Act, the UCITS Regulations and the Central Bank Regulations may be obtained, free of charge, during normal business hours on Business Days from the office of the Manager at the address set out in the List of Parties and Addresses on pages 80 and 81. ABM\

86 APPENDIX 3 GERMAN SPECIFIC INFORMATION The following additional information is addressed to potential investors of the Company in Germany. This information specifies and completes the Prospectus as far as sales activities in Germany are concerned. The Information agent for funds (the German Information Agent ) of the Company is: B. Metzler seel. Sohn & Co. KGaA Untermainanlage Frankfurt am Main Germany Telefon (+49 69) Telefax (+49 69) The following funds of the Company are authorised for public marketing in Germany: Metzler Premier Merkur Fund. The fees and expenses of the German Information Agent will be charged at normal commercial rates. As shares in the funds will be issued in registered form and no printed individual certificates will be issued by the Company, a Paying Agent will not be appointed in Germany. Redemption and conversion applications for shares in the Company should be submitted to the shareholder's depository which holds the Shares in the Company on behalf of the client. These applications can be submitted to the client's domestic credit institution where the client's custody account is held or directly to the Company as applicable. All payments, redemption proceeds, possible distributions and other payments will also be paid to the shareholders through the client's domestic credit institution where the client's custody account is held / maintained or directly to the client's bank account at the client's designated credit institution as applicable. Copies of the Prospectus (including the Fund Leaflets), the Key Investor Information Document (the KIID ) together with a copy of the Constitution of the Company, the Company s annual and half yearly financial statements and subscription, redemption and conversion prices may be obtained, free of charge, during normal business hours from the office of the German Information Agent. In addition, shareholders may view the following documents as mentioned in Appendix 2 of the Prospectus at the same office. Copies of the following documents may be obtained free of charge from the office of the German Information Agent: (i) (ii) (iii) (iv) (v) (vi) (vii) Management Agreement dated 1 November 2007 between the Company and the Manager; Amended and Restated UCITS Depositary Agreement between the Company, the Manager and Brown Brothers Harriman Trustee Services (Ireland) Limited dated 13 October 2016; Investment Management Agreement dated 14 March 2012 between the Company, the Manager and the Investment Manager; Advisory Agreement dated 14 March 2012, as amended, between the Investment Manager and The Metzler Private Banking division of B. Metzler seel. Sohn & Co. KGaA and the Advisory Agreement dated 15 April 2015 between the Investment Manager and Huber, Reuss & Kollegen Vermögensverwaltung GmbH; Information Agent Agreement between the Company, Metzler Ireland Limited and the German Information Agent dated 14 February 2014; Paying Agent Agreement between the Company and Erste Bank der oesterreichischen Sparkassen AG Vienna dated 14 February 2014; Distribution Agreement between the Manager and Metzler FundServices GmbH (formerly Metzler Servicegesellschaft für Vertriebspartner mbh) dated 7 March 2002 in respect of certain distribution services and Annex dated 14 February 2014 extending the Distribution Agreement to provide for service to the Company; ABM\

87 (viii) Distribution Agreement between the Manager and Metzler Asset Management GmbH dated 14 February 2014 in respect of certain distribution services to be provided to the Company; (ix) Paying and Representation Agreement between the Company, the Manager and BNP Paribas Securities Services S.C.A Luxembourg Branch dated 14 February 2014; (x) the Central Bank Regulations; (xi) subscription, redemption and conversion prices; and (xii) the Companies Act 2014 and every statute or other provision of law modifying, extending or reenacting the Act. Shareholders are hereby advised that the following documents form an integral part of the Prospectus: 1. the Leaflet in respect of Metzler Premier Merkur Fund dated 5 May 2017 Shareholders are also advised that the following sub-funds of the Company are in existence. No application has been made for a public marketing licence for the below listed sub-funds, in addition, these sub-funds may not be marketed in Germany. 1. METZLER Premier Jupiter Fund; 2. METZLER Premier Saturn Fund; 3. METZLER Premier Uranus Fund; and 4. METZLER Premier Venus Fund. Subscription and Redemption Prices shall be published on on each Dealing Day and may be published on Reuters or Bloomberg or in the Frankfurter Allgemeine Zeitung in Germany and in such other publication(s) or such electronic media, as the Manager may from time to time consider appropriate and notify in advance to Shareholders, and will be available on request from the Manager, whose determination of the Subscription and Redemption Prices shall be conclusive in the absence of manifest error. The publication of possible shareholder notifications will be made in the German electronic Bundesanzeiger and are available from the German Information Agent. ABM\

88 APPENDIX 4 AUSTRIAN SPECIFIC INFORMATION The following additional information is addressed to potential investors of the Company in Austria. This information specifies and completes the Prospectus as far as sales activities in Austria are concerned. Paying and information agent for funds (the Austrian Paying Agent ) of the Company in Austrian is: Erste Bank der österreichischen Sparkassen AG (the Erste Bank ) Graben Wien Austria Redemption and conversion applications for shares in the Company can be submitted to the Austrian Paying Agent or through a Recognised Clearing System. All payments, redemption proceeds, possible distributions and other payments may be paid to the shareholders on the request of the Austrian Paying Agent by bank transfer. Copies of the following documents may be obtained, free of charge, from the Austrian information agent or shareholders may view the documents at the offices of the Paying Agent at the above named address: the Key Investor Information Document (the KIID ) sales prospectus Constitution audited annual financial statements unaudited semi annual financial statements subscription and redemption prices other details and documentation. The following Funds of the Company are authorised for public marketing in Austria: Metzler Premier Merkur Fund ABM\

89 APPENDIX 5 LUXEMBOURG SPECIFIC INFORMATION The following additional information is addressed to potential investors of the Company in Luxembourg. This information specifies and completes the Prospectus as far as sales activities in Luxembourg are concerned. Representation agent for funds (the Luxembourg Paying and Representation Agent ) of the Company: BNP Paribas Securities Services S.C.A Luxembourg Branch 33, Rue de Gasperich L-5826 Hesperange Luxembourg Redemption and conversion applications for shares in the Company can be submitted to the Luxembourg Representation Agent or through a Recognised Clearing System. All payments, redemption proceeds, possible distributions and other payments may be paid to the shareholders on the request of the Luxembourg Representation Agent by bank transfer. Copies of the following documents may be obtained, free of charge, from the Luxembourg information agent or shareholders may view the documents at the offices of the Luxembourg Representation Agent at the above named address: the Key Investor Information Document (the KIID ) sales prospectus Constitution audited annual financial statements unaudited semi annual financial statements The following Funds of the Company are authorised for public marketing in Luxembourg: Metzler Premier Merkur Fund ABM\

90 APPENDIX 6 List of Delegates and Sub-Delegates of the Depositary ABM\

91 BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IRELAND) LTD (through Brown Brothers Harriman & Co.) Metzler Ireland Limited Country Where Assets Held Subcustodian Argentina Australia Austria Belgium Bermuda * Botswana * Brazil * Bulgaria * Canada Chile * China * Croatia * CITIBANK, N.A. BUENOS AIRES BRANCH HSBC BANK AUSTRALIA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) UNICREDIT BANK AUSTRIA AG BNP PARIBAS SECURITIES SERVICES HSBC BANK BERMUDA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) STANDARD CHARTERED BANK BOTSWANA LIMITED FOR STANDARD CHARTERED BANK CITIBANK, N.A. - SAO PAULO CITIBANK EUROPE PLC, BULGARIA BRANCH FOR CITIBANK N.A. RBC INVESTOR SERVICES TRUST FOR ROYAL BANK OF CANADA (RBC) BANCO DE CHILE FOR CITIBANK, N.A. INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED (ICBC) ZAGREBACKA BANKA D.D. FOR UNICREDIT BANK AUSTRIA AG Cyprus Czech Republic Denmark Estonia Finland France Germany BNP PARIBAS SECURITIES SERVICES CITIBANK EUROPE PLC, ORGANIZACNI SLOZKA FOR CITIBANK, N.A. NORDEA BANK DANMARK A/S FOR NORDEA BANK DANMARK A/S AND NORDEA BANK AB (PUBL) SWEDBANK AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) NORDEA BANK FINLAND PLC FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) CACEIS BANK FRANCE BNP PARIBAS SECURITIES SERVICES - FRANKFURT BRANCH ABM\

92 Country Where Assets Held Subcustodian Greece Hong Kong Hungary Ireland Israel Italy Japan Kenya * Latvia Lithuania Luxembourg Malaysia * Mauritius * Mexico Morocco Namibia * Netherlands New Zealand Nigeria * HSBC BANK PLC - ATHENS BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) UNICREDIT BANK HUNGARY ZRT FOR UNICREDIT BANK HUNGARY ZRT AND UNICREDIT BANK AUSTRIA AG CITIBANK, N.A.- LONDON BRANCH BANK HAPOALIM BM SOCIETE GENERALE SECURITIES SERVICES S.P.A. (SGSS S.P.A.) THE BANK OF TOKYO-MITSUBISHI UFJ LTD. STANDARD CHARTERED BANK KENYA LIMITED FOR STANDARD CHARTERED BANK "SWEDBANK" AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) "SWEDBANK" AB FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) KBL EUROPEAN PRIVATE BANKERS S.A. HSBC BANK MALAYSIA BERHAD (HBMB) FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) - MAURITIUS BRANCH BANCO NACIONAL DE MEXICO, SA (BANAMEX) FOR CITIBANK, N.A. CITIBANK MAGHREB FOR CITIBANK, N.A. STANDARD BANK NAMIBIA LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED DEUTSCHE BANK AG, AMSTERDAM BRANCH THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) - NEW ZEALAND BRANCH STANBIC IBTC BANK PLC FOR STANDARD BANK OF SOUTH AFRICA LIMITED Country Where Assets Held Subcustodian ABM\

93 Norway Philippines * Poland Portugal Qatar * Romania Russia * Singapore Slovakia Slovenia South Africa South Korea * Spain Swaziland * Sweden Switzerland Taiwan * Thailand Transnational (CLEARSTREA NORDEA BANK NORGE ASA FOR NORDEA BANK NORGE ASA AND NORDEA BANK AB (PUBL) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) - PHILIPPINE BRANCH BANK HANDLOWY W WARSZAWIE SA (BHW) FOR CITIBANK NA BNP PARIBAS SECURITIES SERVICES HSBC BANK MIDDLE EAST LTD - QATAR BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) CITBANK EUROPE PLC, DUBLIN - SUCURSALA ROMANIA FOR CITIBANK,N.A AO CITIBANK FOR CITIBANK, N.A. THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) - SINGAPORE BRANCH CITIBANK EUROPE PLC, POBOCKA ZAHRANICNEJ BANKY FOR CITIBANK N.A. UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG STANDARD CHARTERED BANK, JOHANNESBURG BRANCH THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED - KOREA BANCO BILBAO VIZCAYA ARGENTARIA SA STANDARD BANK SWAZILAND LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) UBS SWITZERLAND AG STANDARD CHARTERED BANK (TAIWAN) LTD FOR STANDARD CHARTERED BANK THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) -THAILAND BRANCH BROWN BROTHERS HARRIMAN & CO. (BBH&CO.) ABM\

94 Country Where Assets Held Subcustodian Transnational (EUROCLEAR) Turkey BROWN BROTHERS HARRIMAN & CO. (BBH&CO.) CITIBANK ANONIM SIRKETI FOR CITIBANK, N.A. Uganda * United Arab Emirates * United Kingdom Urugua y Vietnam * Zambia * Zimbabwe* United States STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD CHARTERED BANK HSBC BANK MIDDLE EAST LIMITED FOR THE HONGKONG AND SHANGHAI CITIBANK, N.A., LONDON BRANCH BANCO ITAU URUGUAY S.A. FOR BANCO ITAU URUGUAY S.A. AND ITAU UNIBANCO S.A. HSBC BANK (VIETNAM) LTD. FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) STANDARD CHARTERED BANK ZAMBIA PLC FOR STANDARD CHARTERED BANK STANDARD CHARTERED BANK ZIMBABWE LIMITED FOR STANDARD CHARTERED BANK BROWN BROTHERS HARRIMAN & CO. * In these markets, cash held by clients is a deposit obligation of the subcustodian. For all other markets, cash held by clients is a deposit obligation of BBH & Co. or one of its affiliates. ABM\

95 ANNEX I Dated 5 May 2017 Explanation of defined variable terms used in Prospectus EEA Member State European Union Member States Investment Managers Investment Adviser The current member states of the EEA are as follows: The 28 Member States of the European Union as listed below Norway Iceland and Liechtenstein. 1. Austria 2. Belgium 3. Bulgaria 4. Croatia 5. Cyprus 6. Czech Republic 7. Denmark 8. Estonia 9. Finland 10. France 11. Germany 12. Greece 13. Hungary 14. Ireland 15. Italy 16. Latvia 17. Lithuania 18. Luxembourg 19. Malta 20. Poland 21. Portugal 22. Romania 23. Slovak Republic 24. Slovenia 25. Spain 26. Sweden 27. The Netherlands 28. United Kingdom The following Investment Manager has been appointed to provide discretionary investment management services to the Fund: Metzler Asset Management GmbH Metzler Private Banking (which is a division of B. Metzler seel. Sohn & Co. KGaA (Metzler Banking)) has been appointed to provide investment advice to the ABM\

96 Investment Manager for all the Funds except Metzler Premier Uranus Fund. Huber, Reuss & Kollegen Vermögensverwaltung GmbH has been appointed to provide investment advice to the Metzler Premier Uranus Fund. ICMA OECD Member States The list of International Capital Market Association full members can be found on 1. Australia; 2. Austria; 3. Belgium; 4. Canada; 5. Chile; 6. Czech Republic; 7. Denmark; 8. Estonia; 9. Finland; 10. France; 11. Germany; 12. Greece; 13. Hungary; 14. Iceland; 15. Ireland; 16. Israel; 17. Italy; 18. Japan; 19. Korea; 20. Latvia; 21. Luxembourg; 22. Mexico; 23. Netherlands; 24. New Zealand; 25. Norway; 26. Poland; 27. Portugal; 28. Slovak Republic 29. Slovenia; 30. Spain; 31. Sweden; 32. Switzerland; 33. Turkey; 34. United Kingdom; and 34. United States. ABM\

97 ANNEX II Dated 5 May 2017 Current Tax Rates in Ireland Tax Current Rate Dividend Withholding Tax 20% Income Tax (Standard Rate) 20% Capital Gains Tax 33% Capital Acquisitions Tax 33% ABM\

98 ANNEX III Dated 5 May 2017 Relevant Benchmark Indices for VaR Calculation Fund Name Reference Benchmarks Explanation Metzler Premier Saturn Fund Metzler Premier Uranus Fund Metzler Premier Venus Fund Metzler Premier Merkur Fund 70% STOXX Europe 50 Return Index 30% MSCI World Ex Europe - Net TR 100% Euro Stoxx 50 - Return Index 100% Euro Stoxx 50 - Return Index 100% Euro Stoxx 50 - Return Index This is a fixed component index designed to provide a representation of large, mid and small capitalisation companies across 18 countries of the European region. MSCI World Index is a freefloat weighted equity index comprising over 6,000 world stocks. It is often used as a common benchmark for world or global stock funds. The index includes a collection of stocks of all the developed markets in the world as defined by MSCI. The index excludes stocks from emerging and frontier economies. EURO STOXX 50 Return Index is a capitalisationweighted total return index of 50 European blue-chip stocks from those countries participating in the European Monetary Union. Please see the explanation already provided in this chart. Please see the explanation already provided in this chart. Metzler Premier Jupiter Fund 100% Euro Stoxx 50 - Return Index Please see the explanation already provided in this chart. ABM\

99 ANNEX IV Dated 5 May 2017 Collateral Policy The types of collateral acceptable for a Fund shall include but not be limited to: (i) cash; (ii) government or other public securities; (iii) certificates of deposit issued by relevant institutions; (iv) bonds/commercial paper issued by relevant institutions or by non-bank issuers; and (v) equity securities traded on certain stock exchanges. Collateral Received by the Fund Collateral posted by a counterparty for the benefit of a Fund may be taken into account as reducing the exposure to such counterparty. The Fund will require receipt of the necessary level of collateral so as to ensure counterparty exposure limits set out in the UCITS Regulations or the Central Bank Regulations are not breached. Counterparty risk may be reduced by an amount equivalent to the value of the collateral received after taking into account appropriate discounts. The Company or its delegate will liaise with the Depositary (and/or any other collateral management service provider as may be appointed from time to time) in order to manage all aspects of the counterparty collateral process. Risks linked to the management of collateral, such as operational and legal risks, shall be identified, managed and mitigated by the Company s risk management process. If the relevant Fund receives collateral for at least 30% of its Net Asset Value it will put in place an appropriate stress testing policy to ensure regular stress tests are carried out under normal and exceptional liquidity conditions to enable the relevant Fund to assess the liquidity risk attached to the collateral. The liquidity stress testing policy will at least prescribe the following: (i) Design of stress test scenario analysis including calibration, certification and sensitivity analysis; (ii) Empirical approach to impact assessment, including back-testing of liquidity risk estimates; (iii) Reporting frequency and limit/loss tolerance thresholds; and (iv) Mitigation actions to reduce loss including haircut policy and gap risk protection. Non-Cash Collateral Non-Cash collateral received must, at all times, meet with the following criteria: (i) Liquidity: Collateral received other than cash should be highly liquid and traded on a regulated market or multilateral trading facility with transparent pricing in order that it can be sold quickly at a price that is close to pre-sale valuation. (ii) Valuation: Collateral received should be valued on at least a daily basis and assets that exhibit high price volatility should not be accepted as collateral unless suitably conservative haircuts are in place. (iii) Issuer credit quality: Collateral received should be of high quality. ABM\

100 (iv) Correlation: Collateral received should be issued by an entity that is independent from the counterparty and is not expected to display a high correlation with the performance of the counterparty. (v) Diversification (asset concentration): Collateral should be sufficiently diversified in terms of country, markets and issuers with a maximum exposure to a given issuer of 20% of the Fund s Net Asset Value. When the Fund is exposed to different counterparties, the different baskets of collateral should be aggregated to calculate the 20% limit of exposure to a single issuer. (vi) Immediately available: Collateral received should be capable of being fully enforced by the Fund at any time without reference to or approval from the counterparty. (vii) Safe-keeping: Collateral received on a title transfer basis should be held by the Depositary or its agent. For other types of collateral arrangement, the collateral can be held by a third party depositary which is subject to prudential supervision, and which is unrelated to the provider of the collateral. (viii) Haircuts: The Company (or its delegate), on behalf of the Fund, shall apply suitably conservative haircuts or discounts to the market value of assets being received as collateral where appropriate on the basis of an assessment of the characteristics of the assets such as the credit standing or the price volatility, as well as the outcome of any stress tests performed as referred to above. The Company has determined that generally if issuer or issue credit quality of the collateral is not of a very high quality or the collateral carries a significant level of price volatility, a conservative haircut must be applied in accordance with the Company s haircut policy. However, the application of such a haircut will be determined on a case by case basis. The Company, in its discretion, may accept certain collateral with more conservative, less conservative or no haircuts applied in accordance with its haircut policy. Non-cash collateral cannot be sold, pledged or re-invested. Cash Collateral Cash collateral received by a Fund may not be invested other than in the following: (i) (ii) deposits with relevant institutions; high-quality government bonds; (iii) short-term money market funds as defined in the ESMA Guidelines on a Common Definition of European Money Market Funds (ref CESR/10-049). Collateral Posted by the Fund Collateral posted to a counterparty by or on behalf of the Fund must be taken into account when calculating counterparty risk exposure. Collateral posted to a counterparty and collateral received by such counterparty may be taken into account on a net basis provided the Fund is able to legally enforce netting arrangements with the counterparty. For the purpose of providing margin or collateral in respect of transactions in techniques and instruments, the Fund may transfer, mortgage, pledge, charge or encumber any assets or cash forming part of the Fund in accordance with normal market practice and the requirements outlined in the Central Bank Regulations. ABM\

101 Non-cash collateral posted to a counterparty cannot be re-used, pledged or re-invested by the counterparty. ABM\

102 INTERPRETATION In this Prospectus the following terms have the following meanings: AIF means an alternative investment fund as defined in AIFMD; AIFMD means Directive 2011/61/EU on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1069/2009 and (EU) No ( Level 1 ), as supplemented by Commission Delegated Regulations (EU) No. 231/2013 of 19 December 2012 ( Level 2 ) and implemented in Ireland pursuant to the European Union (Alternative Investment Fund Managers) Regulations 2013, as may be amended from time to time; Accounting Date means the date referred to in Section 9. Act means the Companies Act 2014 and every statute or other provision of law modifying, extending or re-enacting the Act. Applicable Laws means the Delegated Regulation, the UCITS Regulations, the UCITS Regulations 2011, the Central Bank Regulations and the laws of Ireland relevant to the authorisation of the Company and the laws of Ireland applicable to the Depositary, (including delegated legislation or regulations of any competent authority), as may be amended, modified or supplemented from time to time. Articles of Association means the Articles of Association of the Company which contain, among other things, the principles, policies and conditions of business conduct of the Company. Assets means the assets and rights from time to time of the Company held in accordance with the Constitution, (including, where the context so requires, financial instruments, monies, currencies and Other Assets). Business Day means any day on which banks are open for business in both Dublin and Frankfurt am Main. Central Bank means the Central Bank of Ireland and any successor regulator of the Company. Central Bank Regulations means the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015, as may be amended, supplemented or modified from time to time and any other statutory instrument, regulations, rules, conditions, notices, requirements or guidance of the Central Bank issued from time to time applicable to the Company pursuant to the UCITS Regulations and the Delegated Regulations or either of them as the case may be. Class means the different classes of Shares that may be issued within a Fund by the Directors in accordance with the requirements of the Central Bank. Details of the different characteristics applicable to each Class of Share may be set out in this Prospectus or in any leaflet thereto. Classes of Share can be distinguished by rights, commission charges, currency or other characteristics. Clearstream means the Clearstream Clearance System operated by Clearstream Banking AG, Frankfurt am Main and/or its group companies or affiliates. ABM\

103 Constitution means the memorandum and articles of association of the Company. Company means Metzler Premier Funds Public Limited Company. Dealing Day means such Business Day as the Directors may determine in respect of a particular Fund on which Shares of the Fund may be issued, redeemed or converted provided that there shall not be less than one Dealing Day in respect of each Fund in each fortnightly period except during a period of suspension of issues and redemptions of Shares as described in Section 7F provided that if the Manager decides to change such day or the interval between such days (other than in the case of a temporary change) it shall give reasonable notice of such change to the Shareholders in the relevant Fund. Unless otherwise specified in a Leaflet for the Fund, each Business Day shall be a Dealing Day. Dealing Deadline means the cut-off time for receipt of subscriptions, redemptions and conversion requests for Shares in the Funds, which, unless otherwise specified in a Leaflet for a Fund will be 11am GMT on the Business Day preceding a relevant Dealing Day. Delegated Regulation means the Commission Delegated Regulation supplementing Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014, once it has entered into force and is directly effective in Ireland. Depositary means Brown Brothers Harriman Trustee Services (Ireland) Limited. Depositary Agreement means the amended and restated UCITS depositary agreement entered into between the Depositary, the Manager and the Company dated 13 October Directors means the directors of the Company for the time being and includes a properly convened meeting of any two or more of the directors of the Company. A list of the current directors is set out on pages 4, 5 and 6 above and may be amended from time to time. Distributor means any entities that may be appointed by the Manager from time to time as distributor to the Company. EEA Member State means, each member state of the European Economic Area. The list of current EEA Member States is set out in Annex I to this Prospectus. Emerging Market means any country or market determined by the Directors in their absolute discretion, to be an emerging country as classified by at least one supranational authority or included in a relevant emerging market index, for example, but not limited to, the MSCI Emerging Market Index or the JPM Emerging Markets Bond Index Global Diversified. For the time being such supra-national authorities are the World Bank, the International Monetary Fund and the OECD. Euro or means the currency referred to in the second sentence of Article 2 of the Council Regulation (EC) No. 974/98 of 3 May 1998 and as adopted as the single currency of the participating European Union Member States. Euroclear means Euroclear Clearance System operated by Morgan Guaranty Trust Company of New York, Brussels Office. ABM\

104 Equalisation means a fund administration process which ensures that during the fiscal year of a Fund the net earnings per Share are neither diluted nor inflated by the issue, redemption or conversion of Shares. Equivalent Rating means in the case of any security not rated by S&P or Moody s means an equivalent rating to the relevant rating by S&P or Moody s, which rating is issued by another Rating Agency as determined by the Manager. Exempted Irish Investor means a pension scheme which is an exempt approved scheme within the meaning of Section 774 of the Taxes Act or a retirement annuity contract or a trust scheme to which Section 784 or Section 785 of the Taxes Act applies; a company carrying on life business within the meaning of Section 706 of the Taxes Act; an investment undertaking within the meaning of Section 739B(1) of the Taxes Act; a special investment scheme within the meaning of Section 737 of the Taxes Act; a charity being a person referred to in Section 739D(6)(f)(i) of the Taxes Act; a qualifying management company within the meaning of Section 734(1) of the Taxes Act; a unit trust to which Section 731(5)(a) of the Taxes Act applies; a specified company within the meaning of Section 734(1) of the Taxes Act; a person who is entitled to exemption from income tax and capital gains tax under Section 784A(2) of the Taxes Act where the Shares held are assets of an approved retirement fund or an approved minimum retirement fund; a person exempt from income tax and capital gains tax by virtue of Section 848E of the Taxes Act where the Shares held are assets of a special savings incentive account; a person who is entitled to exemption from income tax and capital gains tax by virtue of Section 787I of the Taxes Act and the Shares are assets of a PRSA; a credit union within the meaning of Section 2 of the Credit Union Act 1997; a company in respect of its investment in a money market fund within the meaning of Regulation (EC) No 2423/2001 of the European Central Bank of 22/11/2001, where such company is within the charge to corporation tax; ABM\

105 a Qualifying Company which has supplied details of its corporation tax reference number to the Company; the National Asset Management Agency; an investment limited partnership within the meaning of section 739J of the Taxes Act; the National Treasury Management Agency or a Fund investment vehicle (within the meaning of section 37 of the National Treasury Management Agency (Amendment) Act 2014) of which the Minister for Finance is the sole beneficial owner, or the State acting through the National Treasury Management Agency, and the National Treasury Management Agency has made a declaration to that effect to the Company; or an Intermediary acting on behalf of persons who are neither Resident in Ireland nor Ordinarily Resident in Ireland for tax purposes or an Intermediary acting on behalf of the persons Resident in Ireland listed above, provided that a Relevant Declaration has been made (where necessary) and is in the possession of the Company prior to the occurrence of a chargeable event. Fund means any separate sub-fund of the Company maintained and established from time to time in accordance with the requirements of the Central Bank. ICMA means the International Capital Market Association (formerly the Association of International Bond Dealers (AIBD)). Further details are set out at Annex I to this Prospectus. Information Agent means an information agent appointed by the Company or Manager in a jurisdiction in which shares are registered for sale. Intermediary means a person who:- carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on behalf of other persons; or holds Shares in an investment undertaking on behalf of other persons. Investment Fund means a UCITS or an AIF in which the Funds may invest. Investment Funds other than UCITS means those schemes listed in Section 5.1(e). Investment Manager means an entity specialising in professional investment management of investment portfolios. The list of Investment Managers appointed by the Manager and the Funds in respect of which they have been appointed is set out in Annex I to this Prospectus. Investment Adviser means an entity appointed to provide investment advice to the Investment Manager. The list of Investment Advisers appointed by the Investment ABM\

106 Manager and the Funds in respect of which they have been appointed is set out in Annex I to this Prospectus. Investment Grade means a rating of better than BB+ as rated by S&P or better than Ba1 as rated by Moody s or an Equivalent Rating. Ireland means Republic of Ireland. Irish Resident means a person having Residence in Ireland. Irish Ordinary Resident means: in the case of an individual, means an individual who is ordinarily resident in Ireland for tax purposes. in the case of a trust, means a trust that is ordinarily resident in Ireland for tax purposes. The term ordinary residence as distinct from residence, relates to a person s normal pattern of life and denotes residence in a place with some degree of continuity. An individual who has been resident in Ireland for three consecutive tax years becomes ordinarily resident with effect from the commencement of the fourth tax year. An individual who has been ordinarily resident in Ireland ceases to be ordinarily resident at the end of the third consecutive tax year in which s/he is not resident. Issuer means an entity issuing securities such as equities and bonds, including, without limitation, any government, state, municipality, limited company, agency, banking institution or supranational institution. Leaflet means the explanatory leaflet issued by the Company in connection with each respective Fund and which is supplemental to, and forms an integral part of, the Prospectus. Manager means Metzler Ireland Limited which is the responsible person for the purposes of the Central Bank Regulations and is also the entity that is promoting the Company for the purposes of the Central Bank Regulations. Member State means a country which, for the time being, is a member state of the European Union. The list of current Member States is set out in Annex I to this Prospectus. Minimum Initial Subscription Amount means such minimum amount for the initial subscription of Shares of any Fund that must be subscribed for by an investor in a Fund as determined by the Directors from time to time. The current minimum initial subscription amounts for each Fund are set out in the applicable Leaflet for the relevant Fund. Money Market Instruments means instruments normally dealt in on the money market which : (i) (ii) are liquid, ie. capable of being converted to cash within 7 Business Days at a price closely approximating their current value; and have a value which can be accurately determined at any time. ABM\

107 Money Market Instruments shall include deposits, treasury bills, demand notes, promissory notes, commercial paper, negotiable certificates of deposit, floating rate notes or any transferable debt securities with a maturity of generally one year or less. Month means a calendar month. Moody s means Moody s Investors Services and its successors. Net Asset Value or NAV means the total net aggregate value of the assets of a Fund on any particular Business Day. The Net Asset Value per Share is the Net Asset Value divided by the number of Shares in issue in the relevant Fund at the relevant Valuation Point. The Net Asset Value is calculated at least twice in every month and in accordance with the Articles of Association, the relevant provisions of which are summarised in Section 8 hereto. OECD means the Organisation for Economic Co-Operation and Development and its members from time to time. The list of current member states of the OECD is set out in Annex I to this Prospectus. Other Assets means Assets of the Company other than financial instruments. Paying Agent means a Paying Agent and/or a representative and Paying Agent appointed by the Company or the Manager in a jurisdiction in which Shares are registered for sale. Prospectus means this document (which can be obtained, free of charge, from the Manager) which serves as an offer of shares in the Company and serves as the long version of the sales prospectus as required under the Regulations. The Fund Leaflets are supplemental to, and form an integral part of, the Prospectus. PRSA means a Personal Retirement Savings Account within the meaning of Chapter 2A of Part 30 of the Taxes Act. Qualifying Company means a qualifying company within the meaning of Section 110 of the Taxes Act. Rating Agency means Moody s or S&P or an internationally recognised securities rating agency which shall be substituted for S&P or Moody s or both. Recognised Clearing System includes any of the following clearing systems; BNY Mellon Central Securities Depository SA/NV (BNY Mellon CSD); Central Moneymarkets Office; Clearstream Banking SA; Clearstream Banking AG; CREST; Depository Trust Company of New York; Deutsche Bank AG, Depository and Clearing System; Euroclear; Japan Securities Depository Centre (JASDEC); ABM\

108 Monte Titoli SPA; Netherlands Centraal Instituut voor Giraal Effectenverkeer BV; National Securities Clearing System; Sicovam SA; SIS Sega Intersettle AG; The Canadian Depository for Securities Ltd; VPC AB (Sweden); and Any other system for clearing securities which is designated by the Revenue Commissioners as a recognised clearing system. Recognised Market means with the exception of permitted investments in unlisted securities or in units of open-ended collective investment schemes, the Company s investments will be restricted to securities listed or traded on exchanges and markets listed below: Stock Exchanges (i) (ii) (iii) all stock exchanges in a Member State; all stock exchanges in the remaining EEA Member States (with the exception of Liechtenstein); a stock exchange located in: Australia Canada Japan Hong Kong New Zealand Switzerland USA; and (iv) any of the following stock exchanges: the Buenos Aires Stock Exchange in Argentina, the Bahrain Stock Exchange, the Dhaka Stock Exchange in Bangladesh, the Sao Paulo Stock Exchange in Brazil, the Santiago Stock Exchange in Chile, the Shanghai Stock Exchange in China, the Bogota Stock Exchange in Colombia, the Zagreb Stock Exchange in Croatia, the Cairo Stock Exchange in Egypt, the National Stock Exchange of India, the Jakarta Stock Exchange in Indonesia, the Tel-Aviv Stock Exchange in Israel, the Amman Stock Exchange in Jordan, The Kazakhstan Stock Exchange, the Nairobi Stock Exchange in Kenya, the Kuwait Stock Exchange in Kuwait, the Beirut Stock Exchange in the Lebanon, the Kuala Lumpar Stock Exchange in Malaysia, the Stock Exchange of Mauritius, the Casablanca Stock Exchange in Morocco, the Mexican Stock Exchange in Mexico, the Nigerian Stock Exchange, the Muscat Securities Market in Oman, the Karachi Stock Exchange in Pakistan, the Lima Stock Exchange in Peru, the Philippine Stock Exchange in the Philippines, the Doha Securities Market in Qatar, Moscow Exchange in Russia, the Belgrade Stock Exchange in Serbia, the Singapore Stock Exchange, the Johannesburg Stock Exchange in South Africa, the Korea Stock Exchange in South Korea, the Colombo Stock Exchange in Sri Lanka, the Taiwan Stock Exchange in Taiwan, the Stock Exchange of Thailand, the Istanbul ABM\

109 Stock Exchange in Turkey, the Ukrainian Stock Exchange, the Abu Dhabi Securities Exchange and the Dubai Financial Market in the United Arab Emirates, the Caracas Stock Exchange in Venezuela and the Ho Chi Minh Stock Exchange in Vietnam Markets (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) any over-the-counter market approved in a Member State of the EEA (excluding those already listed below); any of the following derivatives markets: any derivatives market approved in a Member State of the EEA (with the exception of Liechtenstein), the Australian Securities Exchange Limited via the SFE Corporation Limited, the Australian Options Market and the Sydney Futures Exchange in Australia, the Bolsa de Valores de São Paulo and the Bolsa de Mercadorias e Futuros in Brazil, the Winnipeg Commodity Exchange and the Montreal Futures Exchange in Canada, the Hong Kong Futures Exchange in Hong Kong, the Tokyo Stock Exchange and Osaka Securities Exchange in Japan, the Korea Futures Exchange in Korea, the Singapore Exchange, the South African Futures Exchange, the Eurex Futures Exchange, Zurich in Switzerland, the Taiwan Futures Exchange in Taiwan, the Thailand Futures Exchange in Thailand, the Turkish Derivatives Exchange in Turkey, the American Stock Exchange, the Boston Options Exchange, the CBOE Futures Exchange, the Chicago Board Options Exchange, the Chicago Climate Futures Exchange, the CME Group, the ICE Futures U.S., the IntercontinentalExchange, the International Securities Exchange, the ISE Stock Exchange, the Mercado Mexicano de Derivados in Mexico, the Nasdaq Stock Market, the New York Mercantile Exchange, the NYSE Euronext, OneChicago, the Philadelphia Stock Exchange, the U.S. Futures Exchange in the United States; the market organised by the ICMA; the market conducted by the listed money market institutions as described in the Financial Services Authority publication Regulation of Wholesale Cash and OTC Derivatives Markets: The Grey Paper, as amended from time to time; AIM - the Alternative Investment Market in the UK, regulated and operated by the London Stock Exchange; the over-the-counter market in Japan regulated by the Securities Dealers Association of Japan; NASDAQ in the United States; the market in US government securities conducted by primary dealers regulated by the Federal Reserve Bank of New York; the over-the-counter securities market in the United States of America regulated by the Financial Industry Regulatory Authority (FINRA); the French market for Titres de Créance Negotiable (over-the-counter market in negotiable debt instruments); ABM\

110 (xi) (xii) NASDAQ Europe. NASDAQ Europe is a recently formed market and the general level of liquidity may not compare favourably to that found on more established exchanges; the over-the-counter market in Canadian Government Bonds, regulated by the Investment Dealers Association of Canada; and (xiii) the over-the-counter market in Germany, conducted by participants/counterparties regulated by the Federal Financial Supervisory Authority (BaFin). This list of Recognised Markets in accordance with the Central Bank s UCITS Regulations. The Central Bank does not issue a list of approved markets. Redemption Price means the Net Asset Value per Share on a Dealing Day subject to the possible deduction therefrom of any applicable redemption charges. Relevant Declaration means the declaration relevant to Shareholders, who are Exempted Irish Investors or are neither Irish Resident nor Irish Ordinary Resident (or Intermediaries acting for such investors), as set out in Schedule 2B of the Taxes Act. Relevant Period means in relation to a Share in the Company, a period of eight years beginning with the acquisition of a Share by a Shareholder and each subsequent period of eight years beginning immediately after the end of the preceding Relevant Period for as long as the Shareholder holds that Share. Residence means: In the case of an individual: An individual will be regarded as being resident in Ireland for a twelve month tax year if s/he: - spends 183 days or more in Ireland in that twelve month tax year; - has a combined presence of 280 days in Ireland, taking into account the number of days spent in Ireland in that twelve month tax year together with the number of days spent in Ireland in the preceding twelve month tax year. Presence in a twelve month tax year by an individual of not more than 30 days in Ireland will not be reckoned for the purpose of applying the two year test. Presence in Ireland for a day means the personal presence of an individual in Ireland at any time during that day. In the case of a company: A company incorporated in Ireland after 1 January 2015 will be regarded for all purposes of Irish tax legislation as being resident in Ireland unless it is regarded for the purposes of a double tax treaty in effect with Ireland as being resident in that other tax treaty territory and not in Ireland. A company incorporated in Ireland prior to 1 January 2015 will be similarly treated for the purposes of ascertaining tax residency after 1 January 2020 or if earlier, from the date of a major change of ownership of the company where there is a major change in the nature or conduct of the business of the company within the relevant period. ABM\

111 Relevant period for this purpose means a period of 5 years from 1 January 2015 or the date of change of ownership, whichever is later. Otherwise, a company incorporated in Ireland prior to 1 January 2015 will be regarded as being resident in Ireland unless it is a 'relevant company' and it either carries on a trade in Ireland or it is related to a company that carries on a trade in Ireland or, if pursuant to the terms of a double taxation treaty between Ireland and another territory, the company is regarded as resident in a territory other than Ireland and as not resident in Ireland. A relevant company is a company: (a) that is under the "control", directly or indirectly, of a person or persons who is or are: (i) (ii) resident for the purposes of tax, in either an EU member state or in a territory with which Ireland has a double taxation treaty (a "treaty territory") (together a "relevant territory") under the law of that relevant territory, and not under the control, directly or indirectly, of a person who is, or persons who are, not so resident; or (b) that is, or is related to, a company the principal class of shares of which is substantially and regularly traded on one or more recognised stock exchanges in a relevant territory or territories. It should be noted that the determination of a company s residence for tax purposes can be complex in certain cases and potential investors are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act. Revenue Commissioners means the Revenue Commissioners of Ireland. S&P means Standard & Poor s Corporation and its successors. Share or Shares means a participating share in the capital of the Company of no par value issued subject to and in accordance with the Act, the Regulations and the Constitution of the Company with the rights provided for thereunder representing an economic interest in a Fund. Shareholder means a person who is registered as the holder of Shares in the Shareholder Register for the time being kept by or on behalf of the Company. Shareholder Register means the register maintained recording the details of the Shareholders in accordance with the provisions of the Act. Subscriber Share means a subscriber share in the capital of the Company issued in accordance with the Articles of Association. Subscriber Shares cannot be acquired by investors. Subscription Price means the Net Asset Value per Share on a Dealing Day subject to the possible addition thereto of any applicable subscription charges. Taxes Act means the Taxes Consolidation Act 1997 (as amended) of Ireland. Transferable Securities means shares in companies and other securities equivalent to shares in companies, bonds and other forms of securitised debt and any other negotiable securities which carry the right to acquire any such Transferable Securities by subscription or exchange, other than techniques and instruments utilised for efficient portfolio management. ABM\

112 UCITS means an undertaking the sole object of which is the collective investment in Transferable Securities and/or other liquid financial assets permitted under the Regulations of capital raised from the public and which operates on the principle of riskspreading and the units of which are at request of the holders repurchased or redeemed directly or indirectly out of those undertakings assets. Action taken by a UCITS to ensure that the stock exchange value of its units does not vary significantly from their Net Asset Value shall be regarded as equivalent to such repurchase or redemption. Other liquid financial assets include cash deposits, financial derivative instruments, other collective investment undertakings, index tracking funds and Money Market Instruments. UCITS Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities as amended by Directive 2014/911/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions and as may be further amended from time to time. UCITS Regulations means the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016 (amending the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011), as may be modified, amended, supplemented, consolidated or re-enacted from time to time. UCITS Regulations 2011 means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations UCITS Directive means the Council Directive 85/611/EEC of the European Community as amended by the Council Directive 2001/108/EC (the UCITS Product Directive ) and the Council Directive 2001/107/EC (the UCITS Management Directive ) and Directive 2009/65/EC and as may be further amended from time to time; and Valuation Point in respect of a Dealing Day, unless otherwise specified in a Leaflet for a Fund, is the time at which the closing market prices in the relevant Recognised Market (or such other time as the Directors may in their discretion determine) for the Business Day preceding the Dealing Day are available for the purposes of the valuation of assets and liabilities of a Fund (details of which are set out in Section 8 of the Prospectus). ABM\

113 LIST OF PARTIES AND ADDRESSES The Company Secretary Registered Office Metzler Premier Funds Public Limited Company Robert Burke Kilmore House Spencer Dock North Wall Quay Dublin 1 D01 YE64 Ireland Board of Directors Robert Burke Rainer Matthes Keith Milne Damien Owens Joachim Treppner Deirdre Yaghootfam Distributors Metzler FundServices GmbH (formerly Metzler Servicegesellschaft für Vertriebspartner mbh) Untermainanlage Frankfurt am Main Germany Metzler Asset Management GmbH Untermainanlage Frankfurt am Main Germany Manager Metzler Ireland Limited Kilmore House Spencer Dock North Wall Quay Dublin 1 D01 YE64 Ireland Paying Agents Erste Bank der oesterreichischen Sparkassen AG Graben Vienna Austria BNP Paribas Securities Services S.C.A Luxembourg 33, Rue de Gasperich L-5826 Hesperange Luxembourg Information Agent B. Metzler seel. Sohn & Co. KGaA Untermainanlage Frankfurt am Main ABM\

114 Germany Depositary Investment Manager Investment Advisers Brown Brothers Harriman Trustee Services (Ireland) Limited 30 Herbert Street Dublin 2 D02 W329 Ireland Metzler Asset Management GmbH Untermainanlage Frankfurt am Main Germany The Metzler Private Banking division of B. Metzler seel. Sohn & Co. KGaA Untermainanlage Frankfurt am Main Germany Huber, Reuss & Kollegen Vermögensverwaltung GmbH Steinsdorfstraße München Germany Independent Auditors Principal Banker Legal Advisers Ireland KPMG Chartered Accountants 1 Harbourmaster Place IFSC Dublin 1 D01 F6F5 Ireland Brown Brothers Harriman & Co. 140 Broadway New York, NY USA McCann FitzGerald Riverside One Sir John Rogerson s Quay Dublin 2 D02 X576 Ireland ABM\

115 THE COMPANIES ACT 2014 AND EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 AS AMENDED BY THE EUROPEAN UNION (UNDERTAKINGS IN COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) (AMENDMENT) REGULATIONS 2016 CONSTITUTION OF METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY (as amended by Special Resolution dated 30 September 2016) INVESTMENT COMPANY WITH VARIABLE CAPITAL AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN FUNDS McCann FitzGerald Solicitors Riverside One Sir John Rogerson s Quay Dublin

116 THE COMPANIES ACT 2014 AND EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 (AS AMENDED) BY THE EUROPEAN UNION (UNDERTAKINGS IN COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) (AMENDMENT) REGULATIONS 2016 INVESTMENT COMPANY WITH VARIABLE CAPITAL AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN FUNDS MEMORANDUM OF ASSOCIATION OF METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY (as amended by Special Resolution dated 30 September 2016) 1. The name of the Company is METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY. 2. The Company is a public limited company. 3. The sole object for which the Company is established is the collective investment in either or both transferable securities and other liquid financial assets referred to in Regulation 68 of the Principal Regulations of capital raised from the public and which operates on the principle of risk spreading. For the purposes of achieving this sole object, the Company will have the following powers which will be exercised in accordance with the Principal Regulations referred to above:- (1) To carry on business as an investment company, to acquire by original subscription or otherwise, invest in and hold by way of investment shares, stocks, debentures, debenture stock, bonds, obligations, certificates of deposit, treasury bills, trade bills, bank acceptances, bills of exchange, promissory notes and securities of all kinds created or issued or guaranteed by any government or governmental or like authority or otherwise, in any part of the world, or by any company, organisation, bank, association or partnership, whether with limited or unlimited liability, constituted or carrying on business in any part of the world, units of or participations in any unit trust scheme, mutual fund or Collective Investment Scheme in any part of the world (including, for the avoidance of doubt, the ability to cross-invest in other sub-funds of the Company), policies of assurance and insurance and any rights and interests to or in any of the foregoing, and from time to time to sell, deal in, exchange, vary or dispose of any of the foregoing futures contracts, options contracts, swaps contracts, contracts for difference and currency forward exchange contracts and from time to time to sell, exchange, lend, vary or dispose of and grant and dispose of options over any of the foregoing and to deposit money (or place money on current account) with such persons in such currencies and otherwise on such terms as may seem expedient. (2) To deposit money and/or securities and to deal in bills, notes, warrants, coupons, and other negotiable or transferable securities or documents. JOR\

117 (3) To acquire for the purpose of its business lands and real or personal property of any kind and generally to manage, deal with and improve the property of the Company, and to sell, lease, let, mortgage or otherwise dispose of the lands and other property of the Company. (4) To borrow or raise money in any currency and secure or discharge any debt or obligation of or binding on the Company in any manner. (5) To guarantee the payment of money by or the performance of any contracts, liabilities, obligations of every description of any company, firm or person and to grant guarantees and indemnities of every description. (6) To enter into any arrangements with any government or governmental or like authority, and to obtain from any such government or authority any rights and benefits that may seem conducive to the objects of the Company or any of them. (7) To act as secretaries, managers, registrars, transfer agents or as trustees for any person, firm or company, and to carry on any kind of financial, agency, broking or other operations. (8) To enter into partnerships or into any arrangement for sharing profits, joint venture, reciprocal concessions or co-operation with any person. (9) To establish and/or carry on any other business which may be conveniently carried on in connection with any business which the Company is authorised to carry on. (10) To promote any company or companies for the purpose of its or their acquiring all or any of the property, rights and liabilities of the Company, or for any other purpose which may seem directly or indirectly calculated to benefit the Company, and to pay all the expenses of or incidental to such promotion. (11) To pay out of the funds of the Company all expenses which the Company may lawfully pay incidental to the formation, registration and advertising of or raising money for the Company and the issue of its capital, including regulatory fees, brokerage and commissions for obtaining applications for or taking, placing or underwriting shares or debentures. (12) To do all such other things as the Company may deem incidental or conducive to the attainment of any of the aforesaid objects of the Company. (13) To procure the Company to be registered or recognised in any country or place abroad. (14) As a pursuit in itself or otherwise, and whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever, either with or without the Company receiving any consideration or benefit, to engage in currency and interest rate transactions and any other financial or other transactions of whatever nature, including any transaction for the purposes of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor affecting the Company's business, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign and Irish currency, spot and forward exchange rate contracts, forward rate agreements, contracts for

118 differences, caps, floors and collars, futures, options, swaps, and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing. (15) To secure or otherwise collateralise on such terms and in such manner as may be thought fit, any indebtedness or obligation of the Company, either with or without the Company receiving any consideration or benefit, whether by personal covenant of the Company, or by mortgage, charge, pledge, assignment, trust or any other means involving the creation of security over all or any part of the undertaking, assets, property, rights, goodwill, uncalled capital and revenues of the Company of whatever kind both present and future or by any other means of collateralisation including, without limitation, by way of transfer of title to any of such undertaking, assets, property, rights, goodwill, uncalled capital and revenues. (16) Only in the cases and under the conditions specified in the Principal Regulations to establish or acquire any wholly owned subsidiary or subsidiaries of the Company for the benefit of the Company as a whole or one or more sub-funds established or to be established by the Company (the investments, assets and shares of which are held by the Depositary or a sub-depositary appointed by the Depositary) with the prior approval of the Central Bank and to capitalise any such subsidiary in any manner as the Directors of the Company may consider appropriate from time to time, including by way of share capital, loan or otherwise. The objects, purposes and powers specified in each of the paragraphs of this clause shall be regarded as independent objects, purposes and powers, and accordingly shall not be limited or restricted (except where otherwise expressed in such paragraph) by the matters indicated in any other paragraph or the order in which the same occur or by reference to the name of the Company. And it is hereby declared that the word company (except where used in reference to the Company) in this Clause shall be deemed to include any partnership or other body of persons, whether or not incorporated. 4. The share capital of the Company consists of 2 Subscriber Shares of one euro ( 1.00) each and 100,000,000,000 Participating Shares of no par value. 5. Subject to applicable law and the provisions of Article 147 of the Articles of Association of the Company, the Company shall have the power to convert to an Irish collective-asset management vehicle ( ICAV ) and to apply to the Central Bank, to be registered as an ICAV by way of continuation or otherwise. 6. The liability of each shareholder is limited

119 METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY ARTICLES OF ASSOCIATION TABLE OF CONTENTS (For the avoidance of doubt, this table of contents does not form part of the Articles of Association) Interpretation... 6 Preliminary Management Depositary Management and Depositary Agreements Share Capital Allotment of Participating Shares Realisation of Participating Shares Redemption Price Qualified Holders Conversions Classes of Participating Shares Valuations of Funds Suspension of Issues and Realisations Calls on Subscriber Shares Modification of Rights Written Confirmation of Entry in the Register Transfer of Shares Transmission of Shares Variation of Share Capital General Meetings Notice of General Meetings Proceedings at General Meetings

120 Votes of Members Directors Transactions with Directors Powers of Directors Proceedings of Directors Borrowing and Other Powers Managing Director Secretary The Seal Dividends Equalisation Financial Statements Capitalisation of Profits Audit Notices Publication on Website Winding Up Indemnity Reserves Dealings by the Manager etc Restriction on Modifications to the Constitution Destruction of Documents Total Repurchase Conversion to ICAV Overriding Provisions

121 THE COMPANIES ACT 2014 AND EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 AS AMENDED BY THE EUROPEAN UNION (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) (AMENDMENT) REGULATIONS 2016 INVESTMENT COMPANY WITH VARIABLE CAPITAL AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN FUNDS ARTICLES OF ASSOCIATION OF METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY (as amended by Special Resolution dated 30 September 2016) INTERPRETATION 1. Sections 43 (2), 91 (1), 95 (1), (3) & (4), 144(3), 148 (2), 158, 159, 162, 163, 164, 165, 181 (6), 182 (2) and 182 (5), 183 (3), 186 (d), 187, 188, 218 (3), 218 (5), 229 (1), 230, 618 (1)(b), 1090, 1092 and 1113 of the Act shall not apply to the Company. In these Articles, the following words and expressions shall have the following meanings, if not inconsistent with the subject or context. Accounting Date means December 31 st of each year or such other date as the Directors may from time to time decide. the Act means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force. the Acts means the Companies Act 2014 and all statutory instruments which are to be read as one with, or construed or read together as one with, the Act. Administrator means the person if any appointed and for the time being acting as Administrator of the assets of the Company. The Auditor means the statutory Auditor or statutory Auditors for the time being of the Company. Business Day means any day on which banks are open for business in Frankfurt am Main and in Dublin and in any other financial centre which the Directors may determine to be relevant for the operations of any Fund. Central Bank means the Central Bank of Ireland and any successor regulator of the Company

122 Central Bank UCITS Regulations means the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015, as may be amended, supplemented or modified from time to time and any other statutory instrument, regulations, rules, conditions, notices, requirements or guidance of the Central Bank issued from time to time applicable to the Company pursuant to the Principal Regulations and the UCITS Regulations or either of them, as the case may be. Class means the different classes of Shares that may be issued within a Fund by the Directors in accordance with the requirements of the Central Bank. Details of the different characteristics applicable to each Class of Share may be set out in the Prospectus or in any leaflet thereto. Classes of Share can be distinguished by rights, commission charges, currency or other characteristics. Close of Business means 3.00 pm Irish time on any day or such time as the Manager may determine for an individual Fund. Collective Investment Scheme means: (a) (b) any arrangement made for the purpose, or having the effect, of providing facilities for the participation by persons, as beneficiaries under the trust, in profits or income arising from the acquisition, holding, management or disposal of investments or any other property whatsoever; and any other investment vehicle of a similar nature to that described in paragraph (a) of this definition (including, without limitation, an open-ended investment company, mutual fund or fonds commun de placement) and, in relation to any such collective investment scheme, unit means any unit, share or other interest (however described) of similar nature in such collective investment scheme. Company means the company whose name appears on the heading of this Constitution. Constitution means the constitution of the Company, comprising Memorandum and Articles of Association. Dealing Day means such Business Day as the Directors may determine in respect of a particular Fund provided that there shall not be less than one Dealing Day in respect of each Fund in each fortnightly period except during a period of suspension of issues and redemptions of Participating Shares as described in Article 22 provided that if the Manager decides to change such day or the interval between such days (other than in the case of a temporary change) it shall give reasonable notice of such change to the Shareholders in the relevant Fund. Dealing Deadline shall have the meaning set out in the Prospectus. Depositary means the company appointed and for the time being acting as depositary of the assets of the Company pursuant to Articles 6-8 hereof. Depositary Agreement means any depositary agreement for the time being subsisting between the Company and the Depositary and relating to the appointment and duties of the Depositary

123 Directors means the Directors of the Company for the time being, or as the case may be, any two or more of the Directors present at a meeting of the board of the Directors or any duly constituted committee thereof. Duties and Charges means all stamp and other duties, taxes, governmental charges, brokerage, bank charges, transfer fees, registration fees and other duties and charges arising in connection with any transaction or dealing in any assets of the Company but shall not include any commission charges or costs which may have been taken into account in ascertaining the value of the Net Assets. Electronic Address means any address or number used for the purposes of sending or receiving documents or information by Electronic Means. Electronic Form means it is given, served or delivered by Electronic Means including, without limitation, by making such notice, document or information available on a website or by sending such notice, document or information by . Electronic Means are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means. Euro or means the currency referred to in the second sentence of Article 2 of the Council Regulation (EC) No. 974/98 of 3 May 1998 and as adopted as the single currency of the participating European Union Member States. European Union Member State means a country which, for the time being, is a member state of the European Union. EEA means the Member States of the European Union and Norway, Iceland and Liechtenstein. Fund means a separate investment fund maintained in accordance with Article 20 hereof in respect of which each class of Participating Shares, to which all assets and liabilities, income and expenditure attributable or allocated to each such class shall be applied or charged. Investment means any investment authorised by the Constitution of the Company and which is permitted by Part 8 of the Principal Regulations. Investment Manager means an entity specialising in professional investment advice for investment portfolios. The list of Investment Manager appointed by the Manager and the Funds in respect of which they have been appointed shall be set out in Annex I to the Prospectus of the Company, as amended from time to time. In writing includes printing, lithography, photography and any other modes of representing or reproducing words in a legible and non-transitory form provided that it shall not include writing in Electronic Form except (i) as provided in these Articles and (ii) in the case of a notice, document or information to be given, served or delivered to the Company, where the Company has agreed to receipt in such form and such notice, document or information is given, served or delivered in such form and manner as may have been specified by the Directors from time to time for the giving, serving or delivery of notices, documents or information in Electronic Form. Expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand and any mode of electronic signature as may from time to time be approved by the Directors

124 Leaflet means the explanatory leaflet issued by the Company in connection with each respective Fund. Manager means any company appointed and for the time being acting as Manager of the Company pursuant to Article 5 hereof. Management Agreement means any agreement for the time being subsisting to which the Company and the Manager are parties relating to the appointment and duties of the Manager. Member means a person who is registered as the holder of Participating Shares in the Register for the time being kept by or on behalf of the Company. Member State means, for the time being, a Member State of the European Union. Minimum Subscription means the minimum subscription amount in respect of any Fund as provided for in the applicable Leaflet. Month means calendar month. Net Assets means the net assets of the Company as determined pursuant to Article 21 hereof. Net Asset Value means the total net aggregate value of the assets of a Fund on any particular Business Day. The Net Asset Value per Participating Share is the Net Asset Value divided by the number of Participating Shares in issue in the relevant Fund at the relevant Valuation Point. The Net Asset Value is calculated at least twice in every month and in accordance with Article 21 hereof. OECD means the Organisation for Economic Co-operation and Development and its members from time to time. The list of OECD member states shall be set out in Annex 1 to the Prospectus of the Company, as amended from time to time. Office means the registered office of the Company. Paid Up shall include credited as paid up. Participating Share means a Participating Share in the capital of the Company of no par value issued subject to and in accordance with the Acts and the UCITS Rules and the Constitution of the Company with the rights provided for thereunder representing an economic interest in the Fund. Principal Regulations means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 or any subsequent amendment thereto. Prospectus means the prospectus to be issued by the Company (as may be amended or supplemented from time to time which, for the avoidance of doubt, shall include any Leaflet issued in respect of a Fund) in connection with the authorisation of the Company as an openended company by the Central Bank and the public offer of its Participating Shares. Recognised Market means such markets that meet the regulatory criteria (regulated, operates regularly, recognised and open to the public) and which are listed in the Prospectus and/or Leaflet from time to time. With the exception of permitted investments in unlisted securities, the Company will only invest in those securities and derivative instruments listed

125 or traded on a stock exchange or market (including derivative markets) which meet the regulatory criteria mentioned above. Redemption Price means the price at which Participating Shares shall be redeemed calculated in accordance with Article 17 hereof. Register means the register of Members to be kept pursuant to the Acts. Regulations means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 or any subsequent amendment thereto. Seal means the common seal of the Company. Secretary means any person appointed by the Directors to perform any of the duties of the Secretary of the Company. Signed includes a signature or representation of a signature affixed by mechanical means. Shareholder means a person who is registered as the holder of Participating Shares in the Shareholder Register for the time being kept by or on behalf of the Company. Shares means the Participating Shares or the Subscriber Shares as the case may be. Subscriber Share means a subscriber share in the capital of the Company issued in accordance with these Articles. Subscription Price means the price at which Participating Shares shall be issued calculated in accordance with Article 15 hereof. UCITS means an undertaking for collective investment in transferable securities, as defined in the Principal Regulations. UCITS Directive means Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions. UCITS Regulations means the European Communities (Undertakings for Collective Investment in Transferable Securities) Amendment Regulations 2016 (amending the Principal Regulations) as may be modified, amended, supplemented, consolidated or re-enacted from time to time. UCITS Rules means the UCITS Directive, Principal Regulations, the UCITS Regulations and the Central Bank UCITS Regulations, as appropriate. Valuation Point has the meaning ascribed to it in the Prospectus. Written Confirmation of Entry means a written confirmation issued by the Company pursuant to Articles 27 to 32 hereof. References to enactments and to articles of enactments shall include reference to any modifications or re-enactments thereof for the time being in force

126 2. In these Articles, unless there be something in the subject or context inconsistent with such construction:- (a) (b) (c) Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons only shall include companies or associations or bodies of persons, whether corporate or not. 3. Subject to the last two preceding Articles, any words or expressions defined in the Acts or in the Principal Regulations shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. PRELIMINARY 4. The preliminary expenses incurred in forming the Company and in connection with the initial issue of its Participating Shares were paid by the Manager. MANAGEMENT 5. (1) The Directors may appoint any company qualified to act as manager of a UCITS pursuant to the Principal Regulations and which has the approval of the Central Bank to act as Manager of the Company and may entrust to and confer upon the Manager so appointed any of the powers exercisable by them as Directors, upon such terms and conditions including the right to remuneration payable by the Company and with such powers of delegation and restrictions as they think fit and either collaterally with or to the exclusion of their own powers. The Manager may retire or be removed by the Company in accordance with the terms of any Management Agreement. Any new Manager appointed to the Company must be approved by the Central Bank. The Manager, to the extent required by the Central Bank UCITS Regulations, will act as the responsible person for the purposes of the Central Bank UCITS Regulations. (2) The Directors, or where the Directors have appointed a Manager pursuant to Article 5(1), the Manager may, in accordance with the requirements of the Central Bank UCITS Regulations, appoint any person, firm or corporation to be the Investment Manager, Administrator or registrar of the Company or to provide such other services as may be required by the Company, upon such terms and conditions including the right to remuneration payable or to be reimbursed by the Company or the Manager (either out of the assets of the relevant Fund or out of any fee payable by the Company to the Manager) and with such powers of delegation and such restrictions as they think fit. DEPOSITARY 6. Before issuing any Participating Shares the Directors (in conjunction with the Manager) shall appoint a Depositary approved by the Central Bank which shall be responsible for the safe keeping of all the assets of the Company and carry out the functions required of a trustee and depositary by the Principal Regulations, and perform such other duties upon such terms as the Directors may from time to time (with the agreement of the Depositary) determine. The remuneration of the Depositary shall be payable by the Company

127 7. (1) The Depositary shall be a company qualified to act as a depositary of a UCITS pursuant to the UCITS Directive and the UCITS Regulations, and which has the approval of the Central Bank. (2) Notwithstanding the provisions of Article 7(1) the Depositary may with the consent of the Directors appoint any other person to hold as nominee for the Depositary any Investments which cannot conveniently be held by or in the name of the Depositary. The Depositary may upon the terms and conditions of the Depositary Agreement procure that Investments may be held by persons other than the Depositary. 8. (1) In the event of the Manager (or where relevant, the Company) wishing to remove the Depositary the Directors shall use their best endeavours to find a company willing to act as Depositary and having the qualifications referred to in Article 7 to act as Depositary and upon doing so the Directors shall appoint such company to be Depositary (subject to the prior approval of the Central Bank) in place of the retiring Depositary. The appointment of a new Depositary must be approved by the Central Bank in advance. (2) The current Depositary may not retire until a new Depositary (who has been approved in advance by the Central Bank) is appointed. (3) Despite attempts by the Manager (or where relevant, the Company) to appoint a new Depositary, if (i) no replacement for the current Depositary has been appointed in accordance with Regulation 32 of the Central Bank UCITS Regulations and (ii) the current Depositary is unwilling or unable to act as such, then. (i) (ii) a general meeting will be convened at which an ordinary resolution, or such a resolution passed by such majority as is specified in this Constitution to wind up or otherwise dissolve the Company is so proposed; and the appointment of the current Depositary may be terminated only on the revocation of the authorisation of the Company. (4) The Manager (or where relevant, the Company) may terminate the appointment of the Depositary only: (i) upon the appointment of a new Depositary, or (ii) upon the revocation of the authorisation of the Company. MANAGEMENT AND DEPOSITARY AGREEMENTS 9. (1) The terms of any agreement entered into by the Company appointing any person to act as Manager or Depositary of the Company (other than the original agreements appointing the first Manager or first Depositary entered into prior to the first issue of Participating Shares other than to the subscribers of the Memorandum of Association), and any variations made after the first issue of Participating Shares to any such agreement then in force, shall be subject to approval by a resolution passed by the majority of holders for the time being of the Participating Shares (or of any class thereof as the case may require) present or represented by proxy at a meeting of the holders of such Participating Shares. (2) Approval of an agreement referred to in paragraph (1) of this Article shall not be required where either: (a) the terms of any new agreement entered into for the appointment of a new Manager or Depositary do not differ materially from those in force with the former Manager or Depositary on termination of its appointment; or

128 (b) the agreement relates to a variation to an existing agreement and the Company, the Manager and the Depositary each certify that any such variation: (i) (ii) (iii) (iv) is required only to enable the affairs of the Company to be more conveniently or economically managed or otherwise to benefit the holders of Participating Shares; will not prejudice the interests of the then existing holders of Participating Shares or any of them; will not alter the fundamental provisions or objects of the agreement; and will not operate to release the Manager or the Depositary from any responsibility to the Company. (3) Any agreements between the Company and a Manager and Depositary and any amendments or variation thereto shall be in accordance with the requirements of the Central Bank UCITS Regulations. SHARE CAPITAL 10. (1) The share capital of the Company consists of 2 Subscriber Shares of one euro ( 1.00) each and 100,000,000,000 Participating Shares of no par value. (2) The total amount of the paid up share capital of the Company shall at all times be equal to the Net Asset Value of the Company. 11. (1) Subscriber Shares shall only be issued at par value. (2) A Subscriber Shares shall have no entitlement to: (a) (b) (c) a share of the Investments or the profits arising therefrom; receive a distribution from the assets or capital of a Fund; or vote at General Meetings of the Company save as provided for in these Articles. (3) Any Subscriber Shares which are not for the time being owned by Metzler Ireland Limited or its nominees shall be subject to requisition under Article 38 hereof. 12. (1) The Directors are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities within the meaning of section 1021of the Act. The maximum amount of relevant securities which may be allotted under the authority hereby conferred shall be the number of authorised but unissued relevant securities in the capital of the Company from time to time and for the time being. (2) The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such offer or agreement, notwithstanding that the authority hereby conferred has expired

129 (3) Subject to the foregoing, the Shares shall be at the disposal of the Directors who may offer, allot or otherwise deal with or dispose of them to such persons at such times and on such terms as they think proper. (4) The Directors may in their absolute discretion refuse to accept any application for Participating Shares in the Company or accept any application in whole or in part, upon the terms set out in Article 15. (5) The Company may on any issue of Participating Shares pay such brokerage as may be lawful. (6) The Participating Shares of each Fund may be designated by the Directors as different Classes of Participating Shares within that particular Fund. The Directors have power to issue different Classes of Participating Shares in each Fund to investors and may create hedged or unhedged share types within a Fund. Details of the different Classes of Participating Shares to be created in a Fund must be notified in advance to the Central Bank and must be effected in accordance with the requirements of the Central Bank. (7) The Directors may in their absolute discretion differentiate between the different Classes of Participating Shares including, without limitation, as regards the level of fees payable in respect of each. In addition, each Class of Participating Share within a Fund may incur different preliminary and redemption charges and may have a different distribution policy or currency of designation. (8) Where a Shareholder switches from one Fund to another, Participating Shares will be issued as the relevant Class of Participating Shares within that Fund. 13. (i) No person shall be recognised by the Company as holding any Share upon any trust and the Company shall not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share, or (except only as by these Articles otherwise provided or as by law required) any other right in respect of any Share except an absolute right to the entirety thereof in the registered holder. (ii) In connection with the processing of subscription, redemptions, distributions or other relevant payments to or from investors or Shareholders, the Company may establish or operate an umbrella cash account, opened in its name, which account maybe designated as a subscription or redemption account. No investment or trading will be effected on behalf of the Company or any of its Funds for the cash balances on such accounts. An umbrella cash account can only be established where the Company and the Depositary are satisfied: (i) that at all times the amounts, whether positive or negative, within the umbrella cash account can be attributed to the individual Funds; and (ii) that the holding of cash assets of umbrella funds in an umbrella cash account will not compromise the ability of the Depositary to carry out its safe-keeping and oversight duties and responsibilities in accordance with the Principal Regulations. (iii) Any balances on such accounts shall belong to the Company and are not held on trust on behalf of any investors or Shareholders or any other person. ALLOTMENT OF PARTICIPATING SHARES 14. (1) No Participating Shares may be issued unless the equivalent of the full Subscription Price is paid into the assets of the Company within a reasonable time

130 (2) Subject to Article 15(3) and except as otherwise agreed by the Directors and the Manager and subject as hereinafter provided the Company on receipt by it (or its authorised agents) up to the relevant time as may be set out in the Prospectus of: (a) (b) an application for Participating Shares in such form as the Directors may from time to time determine; and such relevant declarations as to status, residence and otherwise as the Directors may from time to time require; may allot such Participating Shares on the next following Dealing Day for each such Participating Share at the Subscription Price calculated by reference to that Dealing Day in accordance with Article 15. If the application and/or declarations referred to in paragraph (1)(a) and (b) of this Article are received after the relevant cut-off time for subscription requests (as set out in the Prospectus) the Company may treat such application as having been received on the next Business Day and may (if that Business Day is a Dealing Day) defer the allotment of such Participating Share until the next following Dealing Day after receipt of the application and/or declarations referred to in paragraph (1)(a) and (b) of this Article and the Subscription Price shall be determined accordingly as herein provided. (2) Subject as provided in Article 15(7)(a), an application for Participating Shares shall not, without the consent of the Company be capable of being withdrawn once given. 15. (1) Without prejudice to the provisions of Article 15(3) the allotment of Participating Shares shall (unless the Directors otherwise agree) be made on condition that (unless settlement has already been effected) the applicant shall effect settlement within a reasonable time, being such period and in such currency or currencies as the Directors may determine to be appropriate to receive subscriptions and in the manner required by the Directors and that in the event of late settlement the applicant may be required to compensate the Company for the amount of any loss arising as a result thereof (as conclusively determined by the Directors) and in the event of the applicant failing to make settlement within three Business Days of the allotment, such (provisional) allotment may be cancelled absolutely and the application refused or alternatively the application may be treated as an application for such number of Participating Shares as may be purchased or subscribed for with such payment as has been made. (2) The Company may (at the option of the Directors) satisfy any application for the allotment of Participating Shares by procuring the transfer to the applicant of fully-paid Participating Shares at a price per share equivalent to the relevant Subscription Price per share as determined hereunder. In any such case, references in these Articles to allotting Participating Shares shall where appropriate be taken as references to procuring the transfer of Participating Shares. (3) The terms on which and the price per Participating Share at which the first allotment of Participating Shares of any class (other than to the subscribers of the Memorandum of Association) shall be effected and the time of such issue shall be determined by the Directors. (4) Any subsequent allotment of Participating Shares of any Fund shall be made on any Dealing Day at the Subscription Price per Participating Share of the relevant Fund being a sum not less than the Redemption Price per Participating Share of the relevant Fund on the same Dealing Day and not more than a sum calculated by:

131 (a) (b) (c) (d) (e) ascertaining the Net Asset Value of the Fund to which the Participating Shares, or if relevant, that portion of the Fund to which Participating Shares of a particular Class are attributable in either case (the Appropriate Fund ); adding thereto such sum as the Directors may consider represents the appropriate provision for Duties and Charges which would be incurred if all the assets of the Appropriate Fund were being purchased or acquired at the Valuation Point; dividing the aggregate of the amount calculated under (a) and (b) above by the number of Participating Shares of the relevant class then in issue; adding thereto a subscription charge of an amount which shall be determined by the Directors but which shall not exceed 5% of the relevant Subscription Price (without taking into account such subscription charge); and rounding the resulting amount (which may be upwards) by not more than one per cent. (5) Any subscription charge made pursuant to paragraph (4) (d) of this Article shall be allowable by the Company to or for the benefit of the Manager or such of its agents as the Manager may direct and the Directors may differentiate between any applicants and between Funds of Participating Shares and Classes of Participating Shares within that class as to the amount of such subscription charge within the permitted limit. (6) If the Directors and the Depositary shall be satisfied that the terms of any exchange shall not be such as are likely to result in any material prejudice to existing Shareholders, the Directors may in their absolute discretion allot Participating Shares on terms providing for settlement to be made by the vesting in the Depositary on behalf of the Company of any securities, bonds or other assets of whatsoever nature and wheresoever situate that may be acquired by the Company in conformity with the Principal Regulations and the investment objective and investment policy and any investment restrictions of each Fund as determined from time to time by the Directors, and in connection therewith the following provisions shall apply: (a) (b) (c) for the avoidance of doubt, in determining the number of Participating Shares to be issued in exchange for the vesting in the Depositary on behalf of the Company of securities, bonds or other assets, the Subscription Price for such Participating Shares shall be determined in accordance with paragraph 4 of this Article. For the avoidance of doubt, the number of Participating Shares issued shall not exceed the number that would have been issued for the cash equivalent; the number of Participating Shares to be allotted shall be not more than that number which would have fallen to be allotted for settlement in cash against the payment of a sum equal to the value at the Valuation Point in respect of the relevant Dealing Day of the securities, bonds or other assets, as the case may be, to be vested in the Depositary on behalf of the Company as determined by the Directors in accordance with paragraph (d) below; the Directors may provide that the whole or any part of the Duties and Charges arising in connection with the vesting of the securities, bonds or other assets in the Depositary on behalf of the Company shall be paid by

132 the Company or by the person to whom the Participating Shares are to be allotted or partly by the Company and partly by such person; (d) (e) the value of the securities, bonds or other assets to be vested in the Depositary on behalf of the Company shall be determined by the Directors on the same basis as that provided for in Article 21 hereof; and the Directors may require that the person to whom the Participating Shares are to be allotted shall warrant to the Company that the securities, bonds or other assets, as the case may be, to be vested in the Depositary on behalf of the Company are the absolute beneficial property of that person and are not the subject of any assignment, charge, lien, encumbrance, equity, licence, user or other agreement, right or claim whatsoever and all of the same are valid, subsisting and not subject to revocation or cancellation. The Directors may further require that person to deliver to the Depositary or as the Depositary may direct all those securities, bonds or other assets title to which is capable of transfer by delivery and otherwise to execute such documents and take such other steps (or procure the necessary parties to do so) as shall be required by the Directors for vesting the securities, bonds or other assets in the Depositary on behalf of the Company. Such securities, bonds or other assets so accepted must be consistent with the investment objective and policy of the relevant Fund. (7) The following provisions shall apply in connection with the issue of Participating Shares pursuant to paragraphs (4) - (6) of this Article: (a) (b) (c) (d) (e) no Participating Shares shall be allotted on a Dealing Day (except those for which applications had been previously received and accepted by the Company) during any periods when the issue or the redemption of Participating Shares is suspended pursuant to Article 22 hereof. Unless withdrawn prior to the expiry of the period of suspension referred to in the preceding sentence, applications will be considered on the Dealing Day immediately following the day on which such suspension is lifted. Any such withdrawal shall be made in writing and shall not be effective until it has actually been received by the Company (or its authorised agent); the Directors may issue Participating Shares on terms that the person to whom they are issued shall bear any Duties and Charges which may be incurred outside Ireland; where any subscription moneys are not an exact multiple of the Subscription Price per Participating Share of the class applied for a fraction of a Participating Share may be issued at the discretion of the Directors; the Directors shall have power to impose such restrictions as they may think necessary for the purpose of ensuring that save as permitted by any relevant foreign law no Participating Shares in the Company are acquired or held by any person in breach of the laws or requirements or any country or governmental authority; and for the purposes hereof Participating Shares which have been allotted shall be deemed to come into issue at the Close of Business on the relevant Dealing Day in respect of such allotment

133 REALISATION OF PARTICIPATING SHARES 16. (1) Subject to the provisions of the Acts and the Principal Regulations and as otherwise hereinafter provided and except as otherwise agreed by the Directors and the Manager, the Company, on receipt by it (or one of its authorised agents) at any time up to the Dealing Deadline of: (i) (ii) a request in such form as the Directors may from time to time determine (hereinafter in this Article called a Realisation Request ) for the redemption of all or any portion of the Participating Shares of a class held by a Shareholder (hereinafter in this Article called the Applicant ); and such evidence as to title to the Participating Shares to be redeemed as the Directors may have made available to the Applicant upon his acquisition of the relevant Participating Shares to be redeemed; shall redeem such Participating Shares on the next following Dealing Day at the Redemption Price for each such Participating Share calculated on such Dealing Day in accordance with Article 17 hereof or procure the redemption thereof at not less than the Redemption Price for each such share as aforesaid provided that:- (a) (b) Where a Realisation Request is received after the Dealing Deadline the Manager may treat such request as having been received on the next Business Day and the Redemption Price shall be determined accordingly as herein provided. At the request of the Applicant the Directors may but shall not be bound to redeem such Participating Shares on the next Dealing Day following the Business Day on which the Realisation Request was received. (c) (i) Subject as provided in sub-paragraph (d) hereof, in the event that evidence as to title is not received by the Dealing Deadline the Directors may proceed to redeem or procure the redemption of the Participating Shares comprised in the Realisation Request on the next following Dealing Day, but settlement of the aggregate of the Redemption Price for all such Participating Shares (hereinafter in this Article called the Proceeds ) shall not be made until such time as the evidence as aforesaid is received by the Company or one of its authorised agents. (ii) (iii) If settlement is postponed pursuant to sub-paragraph (i) above the Proceeds will be deposited by the Company in a bank for payment to the Applicant against surrender of the Written Confirmation of Entry or other evidence as to title representing the Participating Shares previously held by such person or the furnishing of such other evidence as to title as the Directors may require. Upon the deposit of the Proceeds in a bank, pursuant to sub-paragraph (ii) above the Applicant shall have no further interest in any of the Participating Shares comprised in the Realisation Request or any claim against the Company in respect thereof except the right to receive the Proceeds so deposited (without interest) upon surrender of the Written Confirmation of Entry or other evidence as to title

134 (d) The Directors may at their option dispense with the production of any Written Confirmation of Entry or other evidence as to title which shall have become defaced lost or destroyed upon compliance by the Applicant with the like requirements to those applying in the case of an application by him for replacement of a defaced lost or destroyed Written Confirmation of Entry or other evidence as to title under Article 32. (2) Subject as hereinafter provided, the Applicant shall not without the consent of the Company be entitled to withdraw his Realisation Request once given or his Written Confirmation of Entry or other evidence as to title. (3) If on any Dealing Day the issue, conversion and redemption of Participating Shares are suspended pursuant to Article 22 hereof the right of the Applicant to have such Participating Shares redeemed pursuant to paragraph (1) of this Article 16 on that Dealing Day shall be similarly suspended and on any Dealing Day on which the Applicant s right to have them redeemed is so suspended he may withdraw his Realisation Request and his Written Confirmation of Entry or other evidence as to title. Any such withdrawal under the provisions of this Article shall be made in writing and shall not be effective until it has actually been received by the Company (or its authorised agent). If no such withdrawal is made, the day on which the redemption of such Participating Shares shall be effected shall be the Dealing Day immediately following the day on which such suspension is lifted. (4) (a) The redemption of Participating Shares shall be made on terms that (subject to any requisite official consents first having been obtained) the Company or its authorised agent shall effect settlement of the Proceeds: (i) (ii) (iii) in the currency in which the relevant class of Participating Shares is designated unless the Directors otherwise determine in any particular case or generally in relation to Participating Shares of any class; within ten Business Days of the relevant Dealing Day on which the redemption took place; and in accordance with any payment instructions given by the Applicant to the Company or its authorised agent at the time of submitting the Realisation Request provided that the Directors are satisfied that there is no practical or legal impediment to the implementation of such instructions. If the Directors are not so satisfied or no payment instructions have been given as aforesaid, settlement shall be effected (subject to any requisite official consents first having been obtained) either by cheque or in such other manner as the Directors may deem appropriate. (b) The Company shall not be liable for any loss or damage suffered or incurred by any Applicant or any other person as a result of or arising out of late settlement howsoever such loss or damage may arise. (5) Unless a lower number of Participating Shares is specified in the Realisation Request, the Realisation Request will be taken to apply to all the Participating Shares held by the Applicant or represented by the appropriate Written Confirmation of Entry. (6) On the redemption of part only of the Participating Shares referred to in any Written Confirmation of Entry the Directors shall procure the issue of a further Written

135 Confirmation of Entry in respect of such Participating Shares or such other evidence as to title as the Applicant may agree with the Directors to be sent to the Applicant. (7) (a) Subject to the provisions of this paragraph but notwithstanding any provision of these Articles the Manager (or where relevant, the Company) shall not be bound to redeem or procure the redemption of more than 10% of the total number of Participating Shares of the Fund then outstanding on any single Dealing Day or 10% of the Net Asset Value of the Fund. (b) (c) If the Company shall receive requests for redemption on any Dealing Day of a number of Participating Shares of a class greater than that provided for in paragraph (7)(a) of this Article, the Manager (or where relevant, the Company) may refuse to redeem any Participating Shares in excess of 10% of the total number of Participating Shares in the applicable Fund or such higher percentage that the Manager (or where relevant, the Company) may determine. The Company shall carry forward for redemption on the next Dealing Day the balance of each request on a pro rata basis and so on to each succeeding Dealing Day until each request has been complied with in full. Any requests for redemption which have been carried forward from an earlier Dealing Day pursuant to paragraph (7) (b) of this Article shall (subject to the foregoing limits) be complied with pro rata to later requests (accordingly, the redemption requests carried forward shall be treated as if they were received on each subsequent Dealing Day until all Participating Shares to which the original request related, have been redeemed). (8) The Redemption Price may be satisfied by the Company paying cash or, provided that the Directors or the Manager are satisfied that the terms of any exchange shall not be such as are likely to result in any material prejudice to any remaining Shareholders and with the agreement of the relevant Shareholder, making a redemption in specie, on such terms and conditions as the Directors and the Manager may specify, to such Shareholder of Investments equalling the aggregate Redemption Price (or together with such cash payment when aggregated with the value of the Investments being distributed as are equal to such Redemption Price). (9) Where redemption of Participating Shares is to be satisfied by a redemption in specie of Investments held by the Company, the Depositary shall transfer such Investments as the Manager or its authorised agents shall direct to the Shareholder as soon as practicable after the relevant Dealing Day. All costs and risks of such redemption shall be borne by such Shareholders. For the avoidance of doubt, the number of Participating Shares distributed must not exceed the number that would have been distributed for the cash equivalent. Asset allocation in respect of such redemption in specie is subject to the approval of the Depositary. (10) Notwithstanding paragraphs (8) and (9) above, where the redeeming Shareholder requests redemption of a number of Participating Shares that represents 5% or more of the Net Asset Value of the Company, the Manager (or where relevant, the Company) may, in its discretion, without the consent of the redeeming Shareholder, determine to provide redemption in specie subject to such redemption being provided for in the constitutional documents and (i) in that event, the Company shall, if requested to do so, sell the assets on behalf of the Shareholder after the redemption has been effected and (ii) all costs and risks of such redemption or distribution shall be borne by such Shareholder

136 (10) Shares redeemed shall be deemed to cease to be in issue at the Close of Business on the relevant Dealing Day in respect of the redemption and such redeemed Shares shall be cancelled. REDEMPTION PRICE 17. (1) The redemption of Participating Shares of any Fund shall be made at the Redemption Price per Participating Share of that Fund calculated by the Directors and being not more than the Subscription Price for a Participating Share of the same Fund calculated by reference to the same Dealing Day pursuant to Article 15 hereof and not less than a sum calculated in the following manner: (a) (b) (c) (d) (e) (f) ascertaining the Net Asset Value of the Fund to which the Participating Shares or, if relevant, that portion of the Fund to which Participating Shares of a particular Class are attributable in either case (the Appropriate Fund ); deducting therefrom such sum as the Directors may consider represents the appropriate allowance for Duties and Charges which would be incurred if all the assets of the Appropriate Fund were being realised at the Valuation Point; dividing the aggregate of the amount calculated under (a) and (b) above by the number of Participating Shares of the relevant class then in issue; making such adjustment as the Directors consider appropriate if in order to meet requests for redemption it is necessary to realise assets of the appropriate Fund immediately or to borrow money; rounding the resulting amount (which may be downwards) by not more than one per cent; deducting therefrom a redemption charge which shall be determined by the Directors but which shall not exceed 2% of the relevant Redemption Price (without taking into account such redemption charge). The Company shall not increase the maximum charge relating to redemption of Participating Shares without the prior approval of Shareholders given on the basis of a simple majority of votes cast in a general meeting or with the prior written approval of all Shareholders of the Company. In the event of an increase in the redemption charge, a reasonable notification period must be provided by the Company to enable Shareholders redeem their Participating Shares prior to the implementation of the increase. (2) Upon the redemption of a Participating Share being effected pursuant to these Articles the Shareholder shall cease to be entitled to any rights in respect thereof and accordingly his name shall be removed from the Register with respect thereto and the Participating Share shall be cancelled and the amount of the Company s issued share capital shall be reduced accordingly. The Participating Share shall be available for re-issue and until re-issue shall form part of the unissued share capital of the Company. (3) Any redemption charge made pursuant to paragraph (1) (f) of this Article shall be allowable by the Company to or for the benefit of the Manager or such of its agents as the Manager may direct and the Directors may differentiate between any

137 Shareholders and between classes of Participating Shares as to the amount of such redemption charge within the permitted limit. (4) The Directors shall have the power upon 30 days notice to Shareholders of a Fund to terminate that Fund on any Dealing Day (i) if the Net Asset Value of the Fund falls to a level that, in the absolute discretion of the Directors, makes the Fund cease to be economically viable or (ii) for any other reason that the Directors determine, in their absolute discretion, is in the best interests of the Shareholders of a particular Fund as a whole. The Directors are also entitled to terminate any Fund with the sanction of a special resolution of the holders of the Shares relating to that Fund. (5) In the event of any redemption as set out in paragraph (4) of this Article taking place, the provisions of Article 16(1) (b) and Article 15(4) shall apply as if such redemption had been made at the request of the holders of the Participating Shares in question. (6) With the sanction of a special resolution of the holders of any class of Participating Shares the Directors may, by not less than four nor more than six weeks notice (expiring on a Dealing Day) to all holders of Participating Shares of that class, redeem at the Redemption Price on such Dealing Day, all (but not some) of the Participating Shares of that class. (7) If all the Participating Shares of any class are to be redeemed pursuant to Article 17(6) the Directors may, with the sanction of a Special Resolution of the holders of Participating Shares of that Fund, divide amongst the said holders in specie all or any part of the Assets of the relevant Fund. For the avoidance of doubt, if the Special Resolution above is passed, each said holder is entitled to elect on winding-up, whether or not he wishes to receive a distribution in specie or a cash distribution. In the absence of a holder of Participating Shares electing to receive a distribution in specie, such holder shall receive a cash distribution payment. (8) If any Participating Shares of any Fund are to be redeemed as aforesaid and the whole or any part of the business or property of the Company attributable to the relevant Fund or any of the Assets of that Fund are proposed to be transferred or sold to another company or another Fund (hereinafter called the Transferee ) the Directors may, with the sanction of a Special Resolution of the holders of Participating Shares of that Fund conferring either a general authority on the Directors or an authority in respect of any particular arrangement receive in compensation or part compensation for the transfer or sale shares, units, policies or other like interest or property in or of the Transferee for distribution among the said holders, or may enter into any other arrangement whereby the said holders may in lieu of receiving cash or property or in addition thereto participate in the profits of or receive any other benefit from the Transferee. For the purpose of the foregoing "company" shall include a unit trust scheme. QUALIFIED HOLDERS 18. (1) If it shall come to the notice of the Directors that any Participating Shares are owned directly or beneficially by any person: (a) (b) in breach of any law or requirement of any country or governmental authority; who belongs to or is comprised in any class of persons from time to time for the purposes of this Article determined by the Directors and the Depositary; or

138 (c) such that the status, standing or tax residence of the Company is or may be prejudiced or the Company may suffer any pecuniary disadvantage which it would not otherwise have suffered, then the Company may give notice to such person requiring him to transfer such Participating Shares to a person who is qualified or entitled to own the same or give a request in writing for the redemption of such Participating Shares in accordance with Article 16(1). If any person upon whom such a notice is served pursuant to this paragraph does not within thirty days after service of such notice transfer his Participating Shares or give an irrevocable request in writing to redeem his Participating Shares or establish to the satisfaction of the Company (whose judgment shall be final and binding) that he is qualified, entitled and permitted to own the Participating Shares, he shall be deemed upon the expiration of thirty days to have given a request in writing for the redemption of all his Participating Shares pursuant to Article 16(1) whereupon he shall be bound forthwith to deliver to the Company (or its duly authorised agent) the Written Confirmation of Entry in respect of such Participating Shares or such other evidence as to title as the Directors may require. (2) A person who becomes aware that he is holding or owning Participating Shares within any of the categories referred to in paragraph (1) above shall forthwith unless he has already received a notice pursuant to paragraph (1) above either transfer all his Participating Shares to a person qualified or permitted to own the same or give a request in writing for the redemption of all his Participating Shares pursuant to Article 16(1). (3) The proceeds of any redemption effected pursuant to this Article will be deposited by the Company in a bank for payment to any such person against surrender of the Written Confirmation of Entry representing the Participating Shares previously held by such person or the furnishing of such other evidence as to title as the Directors may require. Upon the deposit of such proceeds of redemption as aforesaid, such person shall have no further interest in such Participating Shares or any claim against the Company in respect thereof except the right to receive the proceeds of redemption so deposited (without interest) upon surrender of the said Written Confirmation of Entry or other evidence as to title. (4) The exercise by the Company of the power conferred by this Article shall not be questioned or invalidated in any case on the ground that there was insufficient evidence of ownership of Participating Shares by any person or that the true ownership of any Participating Shares was otherwise than appeared to the Company at the relevant date provided the said powers shall have been exercised in good faith. (5) The Directors may at any time and from time to time call upon any holder of Participating Shares by notice in writing to provide the Directors with such information and evidence as they shall require upon any matter connected with or in relation to such holder of Participating Shares in order to satisfy themselves that Participating Shares are not owned directly or beneficially by any person: (a) (b) (c) in breach of any law or requirement of any country or governmental authority; who belongs to or is comprised in any class of persons from time to time for the purposes of this Article determined by the Directors; or such that the status, standing or tax residence of the Company is or may be prejudiced or the Company may suffer any pecuniary disadvantage which

139 it would not otherwise have suffered as a result of that person continuing to own Participating Shares. (6) If such information and evidence is not so provided within a reasonable time (not being more than five days after service of the notice requiring the same) the Directors shall forthwith serve such holder of Participating Shares with a further notice calling upon him, within seven days after service of such further notice, to transfer his Participating Shares or to request the redemption of such Participating Shares in accordance with Article 16(1) and, failing action by him within such seven days to implement that notice, he shall be deemed to have given a request in writing for the redemption of all his Participating Shares in accordance with Article 16(1), whereupon he shall be bound forthwith to deliver to the Company or one of its duly authorised agents the Written Confirmation of Entry for his Participating Shares or such other evidence as to title as the Directors may require and until such time as the Written Confirmation of Entry or such other evidence as to title as the Directors may require as aforesaid is received by the Company or one of its duly authorised agents the proceeds of any such redemption shall be deposited by the Company in a bank in accordance with Article 18(3) hereof. (7) If the Company becomes liable to account for tax in any jurisdiction in the event that a holder or beneficial owner of a Participating Share were to receive a distribution in respect of his/her Participating Shares or to dispose (or be deemed to have disposed) of his/her Participating Shares in any way (a Chargeable Event ), the Directors or their agent shall be entitled to deduct from the payment arising on a Chargeable Event an amount equal to the appropriate tax and/or where applicable, to appropriate, cancel or compulsorily redeem such number of Participating Shares held by the holder or such beneficial owner of the Participating Shares as are required to meet the amount of tax. The relevant holder of Participating Shares shall indemnify and keep the Company indemnified against loss arising to the Company by reason of the Company becoming liable to account for tax in any jurisdiction on the happening of a Chargeable Event if no such deduction, appropriation, cancellation or compulsory redemption has been made. CONVERSIONS 19. Subject as herein provided a holder of Participating Shares of any Fund (hereinafter in this Article called the Original Fund ) shall have the right to convert all or any portion of such Participating Shares comprised in one or more Written Confirmations of Entry into Participating Shares of another class (hereinafter in this Article called the New Fund ) either existing or agreed by the Directors to be brought into existence on terms hereinafter appearing:- (1) The right of conversion is exercisable by the said holder (hereinafter in this Article called the Applicant ) giving to the Company (or one of its authorised agents) a notice (hereinafter in this Article called a Conversion Notice ) in such form as the Directors may from time to time determine. (2) Subject to the receipt by the Company (or one of its authorised agents) of a Conversion Notice at any time up to the Dealing Deadline (or such other time as the Directors may determine either generally or in relation to a particular class or in any specific case) the conversion of the Participating Shares comprised in the Conversion Notice shall be effected on the next following Dealing Day. (3) The Applicant shall not without the consent of the Company be entitled to withdraw a Conversion Notice given in accordance with this Article except in any

140 circumstances in which if it were a Redemption Request he would be entitled to withdraw it in accordance with Article 16(3) hereof and any such withdrawal shall only be effective if made in compliance with the same requirements as to writing and actual receipt as are imposed by the said Article 16(3). (4) Conversion of the Participating Shares comprised in the Conversion Notice shall be effected on the relevant Dealing Day by the redemption of the Participating Shares of the Original Fund and the allotment and issue of Participating Shares of the New Fund in proportion to (or as nearly as possible in proportion to) the holding of the Participating Shares of the Original Fund and where conversion is effected in accordance with this Article the number of Participating Shares of the New Fund to be allotted and issued shall be determined in accordance with the following provisions of this Article provided that the right of conversion shall be conditional upon the Company having sufficient available unissued share capital to enable the conversion to be implemented in the manner determined by the Directors as aforesaid. (5) The number of Participating Shares of the New Fund to be allotted and issued on conversion shall be determined by the Directors as nearly as possible in accordance with the following formula: NSH = OSH x RP SP where NSH OSH RP SP is the number of Participating Shares of the New Fund; is the number of Participating Shares of the Original Fund specified in the Conversion Notice; is the Redemption Price of a Participating Share of the Original Fund calculated in accordance with Article 17(1) hereof by reference to the relevant Dealing Day; is the Subscription Price of a Participating Share of the New Fund calculated in accordance with Article 15 hereof by reference to the relevant Dealing Day. (6) Fractions of Participating Shares of the New Fund may not be allotted on conversion and any monies which would provide an entitlement to only a fraction of a Participating Share of the New Fund shall be returned to the Applicant. (7) On the relevant Business Day the Manager shall debit the Fund attributable to Participating Shares of the Original Fund with an amount equal to OSH x RP and shall credit the Fund attributable to Participating Shares of the New Fund with the appropriate amount in the currency in which the New Fund is designated. (8) No Written Confirmation of Entry in respect of Participating Shares of the New Fund allotted on conversion shall be issued until the Company (or its authorised agent) has received the Written Confirmation of Entry representing the relevant number of Participating Shares of the Original Fund so converted with the Conversion Notice on the reverse thereof duly completed and signed or shall have received such other evidence as to title as the Directors may require together with a Conversion Notice in a form acceptable to the Directors

141 (9) Where a Shareholder converts from the Original Fund to the New Fund and the Participating Shares in the New Fund are designated as Shares of different Classes in accordance with Article 12(6), Participating Shares in the New Fund will be issued as Shares of the relevant Class, as applicable (whether or not the Participating Shares in the Original Fund were designated as Shares of different Classes in accordance with Article 12(6)). Where the Participating Shares of the Original Fund are designated as Shares of different Classes in accordance with Article 12(6), and the Shareholder converts to a New Fund (the Participating Shares of which are not designated as Shares of different Classes in accordance with Article 12(6)) the Participating Shares will be issued of the single Class in the New Fund. Shareholders may not convert from one Class to another within the same Fund. (10) No charge shall be levied by the Company upon the Shareholder for any conversion of all or part of such Shareholder s holding of Participating Shares of the Original Fund into Participating Shares of another Fund. CLASSES OF PARTICIPATING SHARES 20. (1) Each Participating Share shall be issued as a member of a particular Fund. Each Fund shall be designated in such currency as the Directors may determine. The Directors shall also have the authority, subject to the approval of the Central Bank to change the name of any Fund at any time during the life of that Fund and shall promptly, following the resolution of the Directors to make such change, notify the Shareholders in that Fund of such change of name. (2) The Directors shall obtain the prior approval of the Central Bank before establishing any additional Fund. (3) The Directors shall establish and maintain separate Funds for each class of Participating Shares and shall have power by resolution of the Board of Directors to adopt for any Fund such investment restrictions as they shall in their discretion deem necessary or appropriate. (4) The Directors shall establish and maintain separate records and accounts in respect of each Fund. (5) The following provisions shall apply to each Fund: (a) (b) (c) the proceeds from the allotment and issue of each Fund of Participating Shares shall be applied in the books of the Company to the Fund established for Participating Shares of that class and the assets less the liabilities and income less expenditure attributable thereto shall be applied to such Fund; where any asset is derived from another asset (whether cash or otherwise) such derivative asset shall be applied in the books of the Company to the same Fund as the asset from which it was derived and on each revaluation of an asset the increase or decrease in value shall be applied to or deducted from the relevant Fund; the Directors shall have discretion subject to the approval of the Depositary, to determine the bases upon which any asset or liability which they do not consider attributable to a particular Fund (which in the case of a liability, without limitation, may include all operating expenses of the Company

142 such as audit fees, legal fees, registration fees, the costs of publication and distribution of prospectuses and the costs of calculation and publication of share prices) shall be allocated between Funds (including conditions as to subsequent re-allocations if circumstances so require) and shall have power at any time and from time to time to vary such bases provided that the approval of the Depositary shall not be required in any case where such an asset or liability is allocated between all Funds pro rata according to the Net Asset Value of each at the time when such allocation was made; and (d) (e) save as otherwise provided herein the assets, liabilities and income of each Fund shall be applied solely in the currency or currencies or to the type or class of investments specified by the Directors for each particular Fund and the assets so held in or for each Fund shall be applied solely in respect of Participating Shares of the class to which such Fund relates. subject to the approval of the Depositary, the Directors may transfer any assets to and from Funds if, as a result of a creditor proceeding against certain of the assets of the Company or otherwise a liability would be borne in a different manner from that in which it would have been borne under paragraph (c) above or in any similar circumstances. (6) The Net Asset Value of each Fund shall be determined separately on each Business Day and the Subscription and Redemption Prices of Participating Shares of each class shall be calculated as hereinbefore provided based on the Net Asset Value of the Fund to which such Participating Shares are attributable. (7) The assets of each Fund shall belong exclusively to such Fund to which they are attributable. Such assets shall be segregated in the books and records of the Company from the assets of all other Funds and shall not be allocated, nor shall they be pooled with the assets of any other Fund, to discharge directly or indirectly the liabilities of or any claim against any other such Fund and shall not be available for any such purpose. VALUATIONS OF FUNDS 21. (1) The Net Asset Values for each Fund (or attributable to each Class within that Fund) shall be determined separately by reference to the Fund appertaining to that Class of Shares and to each such determination the following provisions shall apply. (2) In respect of each Dealing Day the Net Asset Value of each Fund (and any Class within such Fund) shall be determined and shall be equal to the value as at the Valuation Point in respect of that Dealing Day of all the assets, less all the liabilities of that Fund. Any increase or decrease in the Net Asset Value of each Fund is attributed to the different Classes of Participating Shares within each Fund based on their respective pro rata closing Net Asset Values. The Net Asset Value attributable to each Class of Share of a Fund is divided by the number of Shares of such Class in issue to give the Net Asset Value attributable to each Share of such Class in that Fund. (3) The assets of a Fund shall be deemed to include: - (a) (b) all cash in hand or on deposit, or on call including any interest accrued thereon; all bills, demand notes, promissory notes and accounts receivables;

143 (c) (d) (e) (f) all bonds, certificates of deposit, shares, stock, units in collective investment schemes, debentures, debentures stock, subscription rights, warrants, options and other investments and securities owned and contracted for, (other than rights and securities issued by the Company); all stock and cash dividends and cash distributions which the Directors consider will be received by the Company in respect of the Fund but which have not yet been received by it but have been declared payable to stockholders of record on a date before the day as of which the assets are being valued; all interest accrued on any interest-bearing securities forming part of the Fund; and all prepaid expenses relating to that Fund and a proportion of any prepaid expenses relating to the Company generally, such prepaid expenses to be valued and defined from time to time by the Directors. (4) Subject to the Acts any expense or liability of the Company may be amortised over such period as the Directors (with the approval of the Auditors) may determine (and the Directors may at any time and from time to time determine with the approval of the Auditors to lengthen or shorten any such period), and the unamortised amount thereof at any time shall also be deemed to be an asset of the Company. (5) Assets shall be valued as follows: - (a) (b) cash shall be valued at face value (plus accrued interest to the relevant Valuation Point) unless, in the opinion of the Manager (or where relevant, the Directors), any adjustment is necessary in order to reflect the fair value thereof; save as otherwise herein provided investments or assets listed, quoted or dealt in on a Recognised Market shall be valued, in the case of bonds, at closing bid price and, in the case of equities, at closing mid-market price in each case on the Recognised Market on which these assets are traded or admitted for trading (being the Recognised Market which is the sole or in the opinion of the Manager the principal Recognised Market on which the investment in question is listed, quoted or dealt in). If, in case of bonds, the closing bid prices, or, in the case of equities, the closing mid-market prices are not representative in the opinion of the Manager (or where relevant, the Directors) of the value of the assets, the value will be the probable realisation value, estimated with care and in good faith by such competent person as may be appointed by the Manager (or where relevant, the Directors) and approved for the purpose by the Depositary; For the avoidance of doubt, in the event that activity occurs in any Recognised Market on which substantial assets (as determined by the Manager (or where relevant, the Directors) ) of any Fund are listed, quoted or dealt in on a weekday or weekdays falling between the date of any Dealing Deadline and the relevant Dealing Day then the closing mid-market / bid price to be applied in determining the Net Asset Value of such assets shall be such closing mid-market / bid price at the Valuation Point in respect of the first weekday following the Dealing Deadline on which activity occurs in the Recognised Market in question;

144 (c) (d) (e) (f) forward foreign exchange contracts will be valued in accordance with paragraph (f) below, or, alternatively by reference to freely available market quotations. If such freely available market quotations are used, there is no requirement to have such prices independently verified or reconciled to the counterparty valuation on a monthly basis. As foreign exchange hedging may be utilised for the benefit of a particular class of Shares within a Fund, its costs and related liabilities and/or benefits will be reflected in the Net Asset Value per class for Shares of such class; exchange traded futures and options contracts (including index futures) shall be valued at the settlement price as determined by the market in question. If such market price is not available, the value shall be the probable realisation value estimated with care and in good faith by the Manager (or where relevant, the Directors) or such other competent person approved for the purpose by the Depositary. derivative instruments dealt in on a market shall be calculated at the settlement price as determined by the market in question, provided that where it is not the practice of the relevant market to quote a settlement price or if such settlement price is not available for any reason, such value shall be the probable realisation value estimated with care and in good faith by the Manager (or where relevant, the Directors) or a competent person approved for the purpose by the Depositary; where derivative instruments are not dealt in on a market, their value shall be the daily quotation from the counterparty and which will be verified on a weekly basis by a party independent of the counterparty and approved for the purpose by the Depositary. In accordance with the requirements of the Central Bank, such contracts may also be valued using an alternative valuation, such value determined using an alternative valuation methodology which will be provided by the Manager (or where relevant, the Directors) or a competent person appointed by the Manager (or where relevant, the Directors) and approved by the Depositary. Where such contracts will be valued using an alternative valuation: (i) (ii) (iii) (iv) the alternative valuation will be produced on a daily basis; the Company will follow international best practice and adhere to the principles on valuation of OTC instruments established by bodies such as IOSCO and AIMA; the alternative valuation is that provided by a competent person appointed by the Manager (or where relevant, the Directors) and approved for the purpose by the Depositary, or a valuation by any other means provided that the value is approved by the Depositary. The rationale/methodologies used should be clearly documented; and the alternative valuation must be reconciled to the counterparty valuation on at least a monthly basis. Where significant differences arise these must be promptly investigated and explained. (g) at any time when prices are not available in respect of assets listed, quoted or dealt in on a Recognised Market in each case on the Recognised Market on

145 which these assets are traded or admitted for trading (being the Recognised Market which is the sole or in the opinion of the Manager the principal Recognised Market on which the investment in question is listed, quoted or dealt in), the value of the assets will be the probable realisation value estimated with care and in good faith by such competent person as may be appointed by the Manager (or where relevant, the Directors) and approved for the purpose by the Depositary; (h) (i) (j) (k) (l) any investments or assets not listed, quoted or dealt in on a Recognised Market shall be valued at the probable realisation value as estimated with care and in good faith by such competent persons as may be appointed by the Manager (or where relevant, the Directors) and approved for the purpose by the Depositary; securities listed or traded on a Recognised Market but acquired or traded at a premium or at a discount outside or off the relevant market may be valued, taking into account the level of premium or discount at the date of the valuation with the approval of a competent person (approved for the purpose by the Depositary). The competent person (having been approved for the purpose by the Depositary) shall ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the security; the value of units or shares or other similar participation in any collective investment scheme shall be valued at the latest bid price or, if unavailable, the last available net asset value as published by the collective investment scheme; notwithstanding the foregoing the Manager (or where relevant, the Directors) may permit some other method of valuation to be used for any particular asset if they consider that such valuation better reflects the fair value of that asset, such other method to be approved for such purpose by the Depositary; the value of an asset may be adjusted by the Manager (or where relevant, the Directors) where such an adjustment is considered necessary to reflect the fair value in the context of currency, marketability, dealing costs and/or such other considerations which are deemed relevant. (6) Currencies or values in currencies other than in the currency of designation of a particular Fund shall be converted into the currency of designation of such Fund at the rate which the Manager (or where relevant, the Directors), after consulting with, or in accordance with a method approved by, the Depositary, deems appropriate in the circumstances. (7) For the purpose of valuing the Company s assets as aforesaid the Manager may rely upon the opinions of any person(s) who appear to them to be competent to value assets by reason of any appropriate professional qualification or of experience of any relevant market. (8) The liabilities of a Fund shall be deemed to include all liabilities (including charges incurred on the acquisition and realisation of investments and such operating expenses referred to in Article 20(5)(c) of the Articles of Association that the Manager (or where relevant, the Directors) considers to be attributable to a particular Fund, and such amount as the Manager (or where relevant, the Directors) determines to provide in

146 respect of contingent liabilities) of whatsoever kind and nature except liabilities represented by Shares in the Company. In determining the amount of such liabilities the Manager may calculate any liabilities on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any such period. Where the Company has created different Classes of Shares within a Fund and have determined that each Class will incur different levels of fees (the details of which shall be set out in a Leaflet to this Prospectus), the Net Asset Value per Class shall be adjusted in order to reflect such different levels of fees payable in respect of each Class. (9) Where Classes of Participating Shares denominated in different currencies are created within a Fund and currency hedging transactions are entered into in order to hedge any relevant currency exposure, such transactions will be clearly attributable to the relevant class of Participating Shares and any costs and gains/losses of the hedging transactions will accrue solely to that Class of Shares. While it is not intended, overhedged or under-hedged positions may arise due to factors outside the control of the Company. If such circumstances do arise, the Company will keep positions under review to ensure that the leverage in respect of the relevant Fund does not exceed the limits set out in the relevant Leaflet for the Fund. Furthermore, the Company will ensure that materially over-hedged or under-hedged positions will not be carried forward month to month. This strategy may substantially limit Shareholders of a Class of Participating Shares from benefiting if the currency in which that Class of Shares is denominated falls against the base currency of the relevant Fund and/or the currency in which the assets of the Fund are denominated. (10) The Net Asset Value of each Fund calculated pursuant to the Articles of Association, may be certified by the Manager or by any other person authorised to give such certificate by the Manager and any such certificate shall be binding and conclusive as to the Net Asset Value of such Fund in the absence of manifest error. SUSPENSION OF ISSUES AND REALISATIONS 22. (1) The Directors may at any time declare a temporary suspension of issues, redemptions and conversions of Participating Shares or of any one or more classes of Participating Shares during: (a) (b) (c) (d) any period when any of the principal markets or stock exchanges on which a substantial part of the investments of the relevant Fund are quoted is closed otherwise than for ordinary holidays; any period when dealings on any such Recognised Market are restricted or suspended; any period when, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Directors, disposal or valuation of a substantial part of the investments of the relevant Fund is not reasonably practicable without this being seriously detrimental to the interests of the Shareholders in the relevant Fund or if in the opinion of the Directors the Net Asset Value of the relevant Fund cannot be fairly calculated; any breakdown in the means of communication normally employed in determining the value of the investments of the relevant Fund or when for any reason the current prices on any market of a substantial part of the investments of the relevant Fund cannot be promptly and accurately ascertained; and

147 (e) any period during which the Depositary is unable to repatriate funds required for making payments due on redemption of Participating Shares or during which the realisation of Investments or other assets or the transfer of funds involved in such realisation cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange. (2) Any suspension shall take effect on the day on which the declaration is made and thereafter there shall be no issues, redemptions or conversions of Participating Shares of the class or classes concerned until the Directors shall declare the suspension to be at an end. The Directors shall during the period of any suspension review the reasons for the suspension and declare the suspension at an end as soon as they and the Depositary consider that the reasons or conditions giving rise to the suspension have ceased to exist and no other reasons or conditions on foot of which a suspension might be declared shall exist. Where possible, the Directors shall take all reasonable steps to bring any period of suspension to an end as soon as possible. (3) Any suspension shall be consistent with such official rules and regulations (if any) relating to the subject matter thereof as shall have been promulgated by any authority having jurisdiction over the Company and as shall be in effect at the time. (4) To the extent not inconsistent with such official rules and regulations, the determination of the Directors pursuant to Article 22(2) shall be conclusive. (5) Forthwith after the commencement of any suspension the Directors shall immediately and in any event within the same Business Day notify in writing the Central Bank, the Irish Stock Exchange (for each class of Shares admitted to the Official List of the Irish Stock Exchange) and the competent authorities in the Member States in which the Company markets its Participating Shares that such a suspension has been made. As soon as may be practicable after the commencement of any suspension, the Directors shall if possible cause a notice to be placed in such publication(s) as the Company has caused Subscription Prices and Redemption Prices to be published in during the preceding six months stating that such suspension has been made, and at the end of any period of suspension the Directors shall cause another notice to be placed in such publication(s) stating that the period of suspension has ended. (6) Nothing herein shall prevent the Company, if the Directors (acting on the advice of the Manager) think fit, from agreeing, during the period of suspension, to issue or redeem or convert Participating Shares at a price to be calculated by reference to the first Dealing Day after the suspension has been declared to be at an end. (7) Issues, redemptions and conversions of Participating Shares which have been subject to a suspension shall take place after such suspension has been declared to be at an end at a price to be calculated by reference to the first Dealing Day after the suspension has been declared to be at an end. CALLS ON SUBSCRIBER SHARES 23. (1) The Directors may from time to time make calls upon any registered holder of Subscriber Shares in respect of any moneys unpaid on the Subscriber Shares provided that (except as otherwise fixed by the conditions of application or allotment) no call on any Share shall be payable at less than fourteen days from the date fixed for the payment of the last preceding call, and each such registered holder shall (subject to being given at least fourteen days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount

148 called on his Subscriber Shares. A call may be payable by instalments. A call may be revoked or postponed as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. (2) The Directors may, if they think fit, receive from any registered holder of Subscriber Shares willing to advance the same all or any part of the money uncalled and unpaid upon the Subscriber Shares held by him beyond the sums actually called up thereon as a payment in advance of calls, and such payment in advance of calls shall extinguish, so far as the same shall extend, the liability upon the Subscriber Shares in respect of which it is advanced, and upon the money so received, or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares in respect of which it has been received. MODIFICATION OF RIGHTS 24. Whenever the capital of the Company is divided into different classes of Participating Shares the special rights attached to any class may (unless otherwise provided by the terms of issue of the Participating Shares of that class) be varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up, with the consent in writing of the holders of three-fourths of the issued Participating Shares of the class, or with the sanction of a resolution passed at a separate meeting of the holders of the Participating Shares of the class by a majority of three-fourths of the votes cast at such a meeting, but not otherwise. To every such separate meeting all the provisions of the Acts and these Articles relating to the general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply except that: (a) (b) (c) the necessary quorum shall be two persons (except where there are less than two Participating Shareholders in any class, when the quorum shall be one person) at least holding or representing by proxy one-third in nominal amount of the issued Participating Shares of the class (but so that if at any adjourned meeting of such Shareholders a quorum as above defined is not present, those Shareholders who are present shall be a quorum); every Shareholder of the class shall on a poll have one vote for each Participating Share of the class held by him; and any Member of the class present in person or by proxy may demand a poll. 25. The rights attached to the Participating Shares shall be deemed to be varied by (i) the creation or issue of any new class of Participating Shares, (ii) any variation of the rights attached to Participating Shares of any other class and (iii) by the creation or issue of Participating Shares in the same Fund ranking pari passu with them as respects rights to dividend or in a winding up or reduction of capital. 26. Subject to Article 25 the special rights conferred upon the holders of any Participating Shares or class of Participating Shares issued with preferred, deferred or other special rights shall (unless otherwise expressly provided by the conditions of issue of such Participating Shares) not be deemed to be varied by the creation or issue of further Participating Shares ranking in any respect pari passu therewith. WRITTEN CONFIRMATION OF ENTRY IN THE REGISTER 27. Every person whose name is entered as a Member in the Register shall be entitled without payment to a Written Confirmation of Entry which will constitute written confirmation from

149 the Company as to his entry in the Register in respect of all his Participating Shares of each class. It is not the intention of the Directors to issue share certificates. 28. Where a Member has transferred or redeemed part of the Participating Shares comprised in his holding he shall be entitled to a further Written Confirmation of Entry for the balance without charge. 29. Every Written Confirmation of Entry shall be issued within six weeks after allotment or the lodgement with the Company of the transfer of the Participating Shares, unless the conditions of issue of such Participating Shares otherwise provide, and shall specify the number and class and distinguishing number (if any) of the Participating Shares to which it relates and shall bear the signature of a director or other duly authorised representative of the Company (which may appoint the Manager for this purpose) and the signature of a director or other duly authorised representative of the Depositary. The Directors may from time to time by resolution determine that such signatures or any of them need not be manual but may be affixed by some mechanical means or be printed or reproduced in any other manner notwithstanding any other provisions of these Articles. 30. If at any time all the issued Participating Shares in the Company (or all the issued Participating Shares therein of a particular class) rank pari passu for all purposes none of these Participating Shares need thereafter have a distinguishing number so long as they rank pari passu for all purposes with all Participating Shares of the same class for the time being issued. 31. The Company shall not be bound to register more than four persons as the joint holders of any Participating Share or Participating Shares and in the case of a Participating Share held jointly by several persons, the Company shall not be bound to issue more than one Written Confirmation of Entry therefor, and delivery of a Written Confirmation of Entry for a Participating Share to one of several joint holders shall be sufficient delivery to all. 32. If a Written Confirmation of Entry be defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity as the Directors think fit. In case of loss or destruction, the Member to whom such renewed Written Confirmation of Entry is given shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such loss or destruction. TRANSFER OF SHARES 33. All transfers of Participating Shares shall be effected by transfer in writing in any usual or common form or in any other form approved by the Directors but need not be under seal. 34. The instrument of transfer of a Share shall be signed by or on behalf of the transferor. The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Register in respect thereof. 35. The Directors may, in their absolute discretion and without assigning any reason, decline to register any transfer of a Share unless: (a) (b) the instrument of transfer is deposited at the Office or such other place as the Directors may reasonably require, accompanied by the Written Confirmation of Entry in respect of the Participating Share to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and the right of transferee to be registered; and the instrument of transfer relates to Shares of one class only

150 36. The Directors may also decline to register any transfer:- (a) that would be in breach of the law; or (b) where the transferee would fall within one of the categories mentioned in Article 18 hereof; or (c) of Shares on which the Company has a lien. 37. If the Directors decline to register a transfer of any Participating Share they shall, within one month after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal. 38. The Directors may at any time direct that any Subscriber Shares not held by Metzler Ireland Limited for the time being or its nominees shall be compulsorily repurchased from the holder thereof at the price stated in paragraph (b) hereof in the following manner: (a) (b) (c) The Directors shall serve a notice (hereinafter called a Repurchase Notice ) upon the person appearing in the Register as the holder of the Subscriber Shares to be repurchased (the Vendor ) specifying the Subscriber Shares to be repurchased as aforesaid, the price to be paid for such Shares, the person in whose favour such holder must execute a transfer of such Shares and the place at which the repurchase price in respect of such Shares is payable. Any Repurchase Notice may be served upon the Vendor by mailing the same in a pre-paid registered envelope addressed to the Vendor at his address shown in the Register. The Vendor shall thereupon forthwith be obliged to deliver to the Company within 10 days from the date of the Repurchase Notice a duly executed transfer of the shares specified in the Repurchase Notice in favour of the person specified in the Repurchase Notice. The price payable for each Subscriber Share transferred pursuant to this Article shall be 1 less the amount remaining to be paid up thereon. In the event of the Vendor failing to carry out the sale of any Subscriber Shares which he shall have become bound to transfer as aforesaid, the Directors may authorise some person to execute a transfer of such Share(s) in accordance with the direction of the Directors and may give good receipt for the repurchase price of such Share, and may register the transferee or transferees as holder or holders thereof and thereupon the transferee or transferees shall become indefeasibly entitled thereto. 39. The Company may, on giving notice by advertisement in a newspaper circulating in the district in which the Office is situated close the Register for any time or times not exceeding in the whole 30 Business Days in each year. 40. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall (except in any case of fraud) be returned to the person depositing the same. TRANSMISSION OF SHARES 41. In case of the death of a Shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having title to his interest in the Share, but nothing in this Article shall release the estate of the deceased holder whether sole or joint from any liability in respect of any Share solely or jointly held by him

151 42. Any guardian of an infant Shareholder and any curator or other legal representative of a Shareholder under legal disability and any person entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon producing such evidence of his title as the Directors may require, have the right either to be registered himself as the holder of the Participating Share or to make such transfer thereof as the deceased or bankrupt Shareholder could have made, but the Directors shall in either case have the same right to refuse or suspend registration as they would have had in the case of a transfer of the Share by the infant Shareholder or by the deceased or bankrupt Shareholder before the death or bankruptcy or by the Shareholder under legal disability before such disability. 43. A person becoming entitled under Article 42 to a Participating Share in consequence of the death or bankruptcy of a Shareholder shall have the right to receive and may give a discharge for all dividends and other monies payable or other advantages due on or in respect of the Participating Share. VARIATION OF SHARE CAPITAL 44. The Company may from time to time by Ordinary Resolution increase its capital by such number of Shares as the resolution shall prescribe. 45. In addition to any rights of the Company specifically conferred by these Articles to reduce its share capital the Company may by Special Resolution from time to time reduce its share capital in any way, and in particular, without prejudice to the generality of the foregoing power may with or without extinguishing or reducing liability on any of its Shares:- (i) (ii) cancel any paid-up share capital which is lost or which is not represented by available assets; or pay off any paid-up share capital which is in excess of the requirements of the Company. 46. The Company may by Ordinary Resolution from time to time alter (without reducing it) its share capital by: (i) (ii) (iii) consolidating and dividing all or any of its share capital into a smaller number of Shares than its existing Shares; sub-dividing its Shares, or any of them, into a larger number of Shares than that fixed by its Constitution; or cancelling any Shares which, at the date of the passing of the Ordinary Resolution in that behalf have not been taken, or agreed to be taken, by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled. 47. All new Shares shall be subject to the provisions of these Articles with reference to transfer, transmission and otherwise. GENERAL MEETINGS 48. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next PROVIDED THAT so long as the Company holds its first annual general meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year. Subsequent annual general meetings shall be held once in each year

152 49. All general meetings (other than annual general meetings) shall be called extraordinary general meetings. 50. The Directors may call an extraordinary general meeting whenever they think fit and extraordinary general meetings shall be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as provided by the Acts. NOTICE OF GENERAL MEETINGS 51. Subject to the provisions of the Acts allowing a general meeting to be called by short notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by not less than twenty-one days' notice in writing, and all other extraordinary general meetings of the Company shall be called by not less than fourteen days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of the meeting, and in case of special business the general nature of such business. The notice shall be given in the manner authorised by these Articles to such persons as are under these Articles entitled to receive such notices from the Company. A notice calling an annual general meeting shall specify the meeting as such and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such. 52. A general meeting shall, notwithstanding that it is called by shorter notice than that specified in Article 51, be deemed to have been duly called if it is so agreed by the auditors and all the Members entitled to attend and vote thereat 53. (1) Notices of meetings will be posted to Members of the particular class, who will not be required to lodge their certificates or may be sent by Electronic Means to such Electronic Address as may have been provided to the Company by that Member. In every notice calling a meeting of the Company, or of any class of Members of the Company, there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote instead of him and that a proxy need not also be a Member. (2) Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been delivered to the Company not less than twenty-eight days (or such similar period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the Members notice of any such resolution as required in accordance with the provisions of the Acts. 54. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive notice shall not invalidate the proceedings at any general meeting. PROCEEDINGS AT GENERAL MEETINGS 55. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting with the exception of the consideration of the Company s statutory financial statements and other documents required by law to be annexed to the statutory financial statements and the reports of the Directors and the report of the Auditors on these statements and the review of the Members of the Company s affairs, to declare dividends, the election of Directors and Auditors in the place of those retiring, and subject to Sections 380 and 382 to 385 of the Act, the appointment or reappointment of the Auditors and the fixing of the remuneration of the Directors and of the Auditors

153 56. No resolution shall be passed at any general meeting as a special resolution of the Company to alter the provisions contained in the Constitution except with the prior written approval of the Central Bank. 57. Subject to the provisions of Article 58 in respect of adjourned meetings, for all purposes the quorum for a general meeting shall be not less than two Members present in person or by proxy and entitled to vote. 58. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of or by Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the Members present shall be a quorum. 59. The Chairman (if any) or, if absent, the Deputy Chairman (if any) of the Board of Directors, or, failing him, some other Director nominated by the Directors shall preside as Chairman at every general meeting of the Company, but if at any meeting neither the Chairman nor the Deputy Chairman nor such other Director be present within five minutes after the time appointed for holding the meeting, or if neither of them be willing to act as Chairman, the Directors present shall choose some Director present to be Chairman or if no Directors be present, or if all the Directors present decline to take the chair, the Members present (in person or by proxy) shall choose some Member present to be Chairman. 60. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for fourteen days or more seven clear days' notice at the least specifying the place, the day and the hour of the adjourned meeting, shall be given as in the case of the original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 61. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by the Chairman or by at least three Members having the right to vote at the meeting or by a Member or Members representing not less than one tenth of the total voting rights of all the Members having the right to vote at the meeting. 62. Unless a poll is so demanded a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 63. The instrument appointing a proxy to vote at a Meeting shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of the last preceding Article a demand by a person as proxy for a Member shall be the same as a demand by the Member. 64. If a poll is duly demanded, it shall be taken in such manner and at such place as the Chairman may direct (including the use of ballot or voting papers or tickets) and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded

154 The Chairman may, in the event of a poll, appoint a scrutineer and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll. 65. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote. 66. A poll demanded on the election of a Chairman and a poll demanded on a question of adjournment shall be taken forthwith. 67. A poll demanded on any other question shall be taken at such time and place as the Chairman directs not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded. 68. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. A demand for a poll may be withdrawn and no notice need be given of a poll not taken immediately. VOTES OF MEMBERS 69. No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting, either personally or by proxy, or to exercise any privileges as a Member unless all calls or other sums presently payable by him in respect of Shares in the Company of which he is the holder or one of the joint holders have been paid. 70. Each of the Subscriber and Participating Shares entitles the holder to attend and vote at any general meeting PROVIDED THAT the holder of a Subscriber Share shall not be entitled to exercise any voting rights in respect of any Subscriber Share at any time that Participating Shares are held by more than one Member. (1) On a show of hands, every Member entitled to vote shall have one vote in respect of all the Shares held by that Member. On a poll, every Member entitled to vote shall have one vote in respect of each Participating and Subscriber Share held by him. (2) Notwithstanding any other provision in these Articles if the Directors so determine, no Member holding Participating Shares may exercise any votes attaching to those Participating Shares if the exercise of such votes would result in the total aggregate number of votes exercised by such Member exceeding twenty per cent of the total number of votes attaching to Participating Shares, which are in issue at the time of exercise of those votes, in the Company or in any Fund. Any resolution passed by the Members, which but for any breach by a Member of this Article would not have been passed, shall be deemed never to have been passed and to be null and void. 71. In the case of joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the Shares. 72. A Member of unsound mind in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote whether on a show of hands or on a poll, by his said committee, receiver, guardian or other person in the nature of a committee, receiver, guardian appointed by such court and such committee, receiver, guardian or other person may on a poll vote by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty-eight

155 hours before the time for holding the meeting or adjourned meeting at which such person claims to vote. 73. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive. 74. On a poll votes may be given either personally or by proxy. 75. On a poll, a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. 76. The instrument appointing a proxy shall be in writing (in Electronic Form or otherwise) under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised. 77. Any person (whether a Member of the Company or not) may be appointed to act as proxy. A Member may appoint more than one proxy to attend on the same occasion. 78. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, shall be deposited at the Office or at such other place as is specified for that purpose in the notice of meeting or in the instrument of proxy issued by the Company not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date. 79. An instrument of proxy shall be in the following form or such other form as the Directors may approve, provided always that the instrument appointing a proxy shall comply with the provisions of the Acts: Metzler Premier Funds p.l.c. I/We of being a Member/Members of the above named Company hereby appoint or failing him of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary as the case may be) general meeting of the Company to be held on the day of 20, and at any adjournment thereof. Signed this day of 20 This form is to be used in favour of the Resolution against Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit

156 * Strike out whichever is not desired. 80. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or insanity of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the Share in respect of which the instrument of proxy is given, provided that no intimation in writing of such death insanity, revocation or transfer shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used. 81. Any corporation which is a Member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if the person so authorised is present thereat. 82. A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Members. In the case of a corporation a resolution in writing may be signed on its behalf by a director or the secretary thereof or by its duly appointed attorney or duly authorised representative. DIRECTORS 83. (1) Subject to the provisions of the Acts and unless otherwise determined by the Company by Ordinary Resolution in general meeting, the number of the Directors shall not be less than two. The first Directors shall be the persons named as first Directors in the papers delivered to the Companies Registration Office. A Director (including any alternate Director appointed under Article 87(a) who is not himself a Director) may only be appointed thereafter if the approval of the Central Bank to such appointment has been obtained provided that such approval is not required for the appointment of an alternate Director for any first Director. (2) The Directors shall not be required to retire by rotation. 84. The Directors shall be entitled to such remuneration in relation to the performance of their duties as the Directors may from time to time determine, which may be subject to adjustment from time to time at the annual general meeting. Such remuneration shall accrue from day to day. The Directors may grant extra remuneration to any Director who is called upon to perform any special or extra services for or at the request of the Company. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company. 85. Nothing in section 228(1) (e) of the Act shall restrict a Director from entering into any commitment which has been approved by the board or has been approved pursuant to such authority as may be delegated by the board in accordance with these Articles. It shall be the duty of each Director to obtain the prior approval of the board before entering into any commitment permitted by sections 228(1) (e) (ii) and 228 (2) of the Act

157 86. A Director need not be a Member of the Company but shall be entitled to receive notice of and attend all general meetings of the Company and all separate general meetings of the holders of any class of shares in the capital of the Company. 87. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, subject to the provisions of the Acts and of these Articles. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election. (a) (b) Any Director may at any time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is himself a Director (in which latter event no approval shall be required) shall have effect only upon and subject to being approved by the Directors and the Central Bank which approval is not required for an alternate Director for a first Director. The appointment of an alternate Director shall terminate on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director. 88. An alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. Any Director who is appointed as an alternate Director shall be entitled at a meeting of the Directors to cast a vote on behalf of his appointor in addition to the vote to which he is entitled in his own capacity as a Director of the Company, and shall also be considered as two Directors for the purpose of making a quorum of Directors when such quorum shall exceed two. If his appointor is for the time being temporarily unable to act through ill-health or disability his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors, the foregoing provisions or this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which is appointor is a Member. An alternate Director shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles. 89. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. 90. Section 148 of the Act shall be modified so that the office of a Director shall be vacated automatically in any of the following events namely: (a) (b) if he resigns his office by notice in writing signed by him and left at the Office; if a declaration in respect of him is made by the court pursuant to Part 14 of the Act;

158 (c) (d) (e) (f) (g) (h) if he becomes bankrupt or makes any arrangement or composition with his creditors generally; if he becomes of unsound mind; if he is absent from meetings of the Directors for twelve successive months without leave expressed by a resolution of the Directors, and the Directors resolve that his office be vacated; if he ceases to be a Director by virtue of any provision of the Acts, or becomes prohibited from being a Director by reason of, an order made under any provisions of any law or enactment; if he be required in writing by all the other Directors (not being less than two in number) to vacate office; and if he is removed from office by an Ordinary Resolution of the Company in general meeting. 91. The Company at any general meeting at which a Director retires or is removed shall fill the vacated office by electing a Director, unless the Company shall determine to reduce the number of Directors. 92. At least seven days previous notice in writing shall be given to the Company of the intention of any Member to propose any person for election to the office of Director and such notice shall be accompanied by a declaration in writing signed by the person to be proposed confirming his willingness to be appointed; PROVIDED ALWAYS that if the Members present at a general meeting unanimously consent, the Chairman of such Meeting may waive the said notice and submit to the Meeting the name of any person so nominated (provided such person confirms in writing his willingness to be appointed). 93. At a general meeting a motion for the appointment of two or more persons as Directors or the Company by a single resolution shall not be made unless a resolution that it shall be so made has been first agreed to by the meeting without any vote being given against it. TRANSACTIONS WITH DIRECTORS 94. (a) A Director may hold any other office or place of profit under the Company in conjunction with his office of Director on such terms as to tenure of office, and otherwise as the Directors may determine. (b) No Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company or in which the Company is interested, in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. A Director who is in any way, whether directly or indirectly, interested in such a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Directors at which the question of entering into a contract or arrangement is first taken into consideration, if his interest then exists, or in any other case at the first meeting of the Directors after he becomes so interested. A general notice given by a

159 Director to the effect that he is a Member of a specified company, society or firm and is to be regarded as interested in all transactions with such company, society or firm shall be a sufficient declaration of interest under this Article, and after such general notice it shall not be necessary to give any special notice relating to any subsequent transaction with such company or firm, provided that either the notice is given at a meeting of the Directors or the Director giving the notice takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given. (c) Subject to paragraph (b) above, a Director may vote in respect of any contract, appointment or arrangement in which he is interested and he shall be counted in the quorum present at the meeting. 95. Any Director may act by himself or through his firm or corporate entity in a professional capacity for the Company, and he or his firm or corporate entity shall be entitled to remuneration for professional services as if he were not a Director. 96. Any Director may continue to be or become a director, managing director, manager or other officer or Member of any company promoted by the Company or in which the Company may be interested, and no such Director shall be accountable for any remuneration or other benefits received by him as a director, managing director, manager, or other officer or Member of any such other company. The Directors may exercise the voting power conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of such other company, in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, managers or other officers of such company, or voting or providing for the payment of remuneration to directors, managing directors, managers or other officers of such company). POWERS OF DIRECTORS 97. (1) The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Acts or by these Articles required to be exercised by the Company in general meeting including the powers of the Company to borrow money, to mortgage or charge its undertaking, property and assets or any part thereof and to issue debentures, debenture stock or other securities, whether outright or as security for debts, subject nevertheless to these Articles, to the provisions of the Acts, and to such regulations, being not inconsistent with these Articles or provisos, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article. (2) The Directors shall at all times procure that the investment policy of the Company (and of any Fund in respect of which they may have adopted any investment restrictions pursuant to Article 20(3)) is conducted and implemented in accordance with Part 8 of the Principal Regulations, provided that (a) the States, local authorities or public international bodies (of which one or more Member States are members) issuing or guaranteeing securities in which it intends to invest more than 35% of its net assets, pursuant to paragraph 72(2)(b) of the Principal Regulations shall be each Member State (and their respective local authorities), a member of the OECD or one of the following bodies:: OECD countries, Government of the People s Republic

160 of China, Government of Brazil (provided the issues are of investment grade), Government of India (provided the issues are of investment grade), Government of Singapore, European Investment Bank, European Bank for Reconstruction and Development, Euratom, Inter-American Development Bank, Asian Development Bank, International Finance Corporation, International Monetary Fund, International Bank for Reconstruction and Development, The World Bank, European Central Bank, Council of Europe, Eurofima, African Development Bank, European Union, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Government National Mortgage Association (Ginnie Mae), Student Loan Marketing Association (Sallie Mae), Federal Home Loan Bank, Federal Farm Credit Bank, Tennessee Valley Authority, Straight-A Funding LLC; (b) (c) the Company shall employ techniques and instruments relating to transferable securities for efficient portfolio management or as an investment policy in its own right under the conditions and within the limits laid down by the Central Bank; and the Company may acquire shares in a company managed by the Manager or by any other company with which the Manager is linked by common management or control, or by a substantial direct or indirect holding, which, in accordance with its Constitution, has specialised in investment in a specific geographical area or economic sector, and provided that no fees or costs are charged by the Manager on account of transactions relating to such acquisition and such investment is authorised by the Central Bank. (3) The transferable securities in which the Directors may invest the Funds of the Company must be dealt in or quoted on a Recognised Market. (4) (a) Without prejudice to the limits specified in Regulation 74 the limit in Regulation 70(1) (a) is raised to 20% for investments in shares and/or debt securities issued by the same body where the investment policy of the Fund is to replicate an index (the details of which shall be set out in the applicable Leaflet for that Fund). The index must be recognised by the Central Bank on the basis that it is (i) sufficiently diversified; (ii) represents an adequate benchmark for the market to which it refers; and (iii) is published in an appropriate manner; (b) The Central Bank may raise the limit in Regulation 70(1) (a) to a maximum of 35% where that proves to be justified by exceptional market conditions in particular in regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. 98. The Directors may from time to time and at any time by power of attorney under the Seal, appoint any company, firm or person or any fluctuating body of persons whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Notwithstanding the generality of the

161 foregoing, the Directors may appoint an attorney for the purpose of exercising their power to allot relevant securities as more particularly described in Article 14 hereof. 99. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine. PROCEEDINGS OF DIRECTORS 100. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote. A Director may, and the Secretary may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director may act for the purpose of filling up vacancies in their number, or of summoning general meetings of the Company, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two Members may summon a general meeting for the purpose of appointing Directors The Directors may from time to time elect and remove a chairman and, if they think fit, a Deputy Chairman and determine the period for which they respectively are to hold office. The Chairman or, failing him, the Deputy Chairman shall preside at all meetings of the Directors, but if there be no Chairman or Deputy Chairman, or if at any meeting the Chairman or Deputy Chairman be not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting A resolution in writing signed by all the Directors for the time being entitled to receive a notice of a meeting of the Directors shall be as valid and effectual as a resolution passed at a meeting of the Directors duly convened and held and may consist of several documents in the like form each signed by one or more of the Directors A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors Without prejudice to the powers of delegation conferred by Article 5(2) hereof, the Directors may delegate any of their powers to committees consisting of such Member or Members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Directors The meetings and proceedings of any such committee consisting of two or more Directors shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article All acts done by any meeting of Directors, or of a committee of Directors or by any person acting as a Director shall, notwithstanding it be afterwards discovered that there was some

162 defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed, and was qualified and had continued to be a Director and had been entitled to vote The Directors shall cause minutes to be made of:- (a) (b) (c) all appointments of officers made by the Directors; the names of the Directors present at each meeting of the Directors and of any committee of Directors; and all resolutions and proceedings of all meetings of the Company and of the Directors and of committees of Directors. Any such minute, if purporting to be signed by the Chairman of the meeting at which the proceedings took place, or by the Chairman of the next succeeding meeting, shall, until the contrary be proved, be conclusive evidence of their proceedings A register of Directors share holdings shall be kept at the Office and shall be open to the inspection in accordance with the requirements of the Acts. The said register shall also be produced at least one quarter hour before the appointed time for the commencement of each annual general meeting and shall remain open and accessible during the continuance of the meeting to any person attending the meeting Any Director may participate in a meeting of the Directors by means of telephone or other similar means of communication whereby all persons participating in the meeting can hear each other speak; and participation in a meeting in this manner shall constitute presence in person of such meeting and each participant shall be entitled to vote or be counted in a quorum accordingly. Any such meeting shall be deemed to take place where the majority of the participating directors are located or, if there is no such group, where the Chairman of the meeting is present and, if neither applies, in such location as the meeting decides. BORROWING AND OTHER POWERS 112. Subject as hereinafter provided the Directors may exercise all the powers of the Company to borrow money (including the power to borrow for the purpose of redeeming Shares) and charge, to issue debentures, debenture stock or other securities, whether outright or as collateral security for any debt liability or obligation of the Company or of any third party, provided that no borrowings shall be made save in accordance with paragraph 103 of the Principal Regulations and the limits laid down by the Central Bank. (1) The Company may not grant loans nor act as a guarantor on behalf of third parties save in accordance with paragraph 111 of the Principal Regulations. (2) The Company may not carry out sales of transferable securities when such securities are not in its ownership. MANAGING DIRECTOR 113. (1) The Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors of the Company and may fix his or their remuneration

163 (2) Every Managing Director shall be liable to be dismissed or removed from his position as Managing Director by the Directors and another person appointed in his place. The Directors may, however, enter into an agreement with any person who is or is about to become a Managing Director with regard to the length and terms of his employment but so that the remedy of any such person for any breach of such agreement shall be in damages only and he shall have no right or claim to continue in such office contrary to the will of the Directors or of the Company in general meeting A Managing Director shall not, while he continues to hold that office, be liable to retire by rotation (if the Articles should so provide in the case of Directors generally) and he shall not be taken into account in determining the rotation in which the other Directors shall retire (except for the purpose of fixing the number to retire in each year), but he shall be subject to the same provisions as to removal and disqualification as the other Directors and if he ceases to hold the office of Director from any cause he shall ipso facto cease to be a Managing Director The Directors may from time to time entrust to and confer upon the Managing Director or Managing Directors all or any of the powers of the Directors (not including the power to borrow money or issue debentures) that they may think fit. But the exercise of all powers by the Managing Director or Managing Directors shall be subject to all such regulations and restrictions as the Directors may from time to time make and impose and the said powers may at any time be withdrawn, revoked or varied. SECRETARY 116. Subject to the provisions of the Acts, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they think fit and any secretary so appointed may be removed by them, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit, two or more persons may be appointed joint secretaries. Anything required or authorised to be done by or to the Secretary, may if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any Assistant or Deputy Secretary or if there is no Assistant or Deputy Secretary capable of acting by or to any officer of the Company authorised generally or specifically in that behalf by the Directors PROVIDED THAT any provisions of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary. THE SEAL 117. The Directors shall provide a common seal for the Company and shall have power from time to time to destroy the same and to substitute a new Seal in lieu thereof. The Directors shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority of a resolution of the Directors or of a committee of the Directors authorised by the Directors in that behalf. The Directors may from time to time as they see fit or (subject to the provisions of these Articles relating to share certificates) determine the person and the number of such persons in whose presence the Seal shall be used, and until otherwise so determined the Seal shall be affixed in the presence of two Directors or one Director and the Secretary, or some other person duly authorised by the Directors The Directors may exercise the powers conferred on the Company by the Acts with regard to having an official Seal solely for sealing documents creating or evidencing securities of the Company

164 119. The Company may exercise the powers conferred by section 41 of the Act with regard to having an official Seal for use abroad, and such powers shall be vested in the Directors. DIVIDENDS 120. (1) The Company in general meeting may declare dividends on the Participating Shares of each class but no dividend shall exceed the amount recommended by the Directors in respect of each class of Participating Shares respectively. The Directors may differentiate between the different classes of Participating Shares, as to the amount (if any) of any dividend recommended in respect of each class. The Directors may from time to time if they think fit pay such interim dividends on Participating Shares of any class as appear to the Directors to be justified, and may specify a fixed date or dates of payment of dividend for a particular class or classes of Participating Shares. (2) The dividend for any particular class of Shares in a Fund shall be payable out of profits of that Fund available for distribution relating to those classes designated as distribution share classes. Profits, for these purposes, may be comprised of net income (income less expenditure) and net realised and unrealised gains (realised and unrealised gains less realised and unrealised losses) attributable to such share classes. However, the Directors may elect to pay dividends out of net income only and shall not take net gains into account when determining any dividend that might be declared. Income for these purposes shall include, without limitation, interest income and dividend income and any other amounts treated as income in accordance with the accounting policies of the Company laid down from time to time. Where the Directors determine that a dividend is payable, it will be payable in respect of those classes of Shares within a Fund that have been designated as distributing Share Classes. (3) The Directors may, with the sanction of a resolution in general meeting of the holders of Participating Shares of any class, distribute in kind among the Shareholders of that class by way of dividend or otherwise any of the assets of the relevant Fund provided that no distribution shall be made which would amount to a reduction of capital except in a manner allowed by law. (4) All Participating Shares shall unless otherwise determined by the Directors or by the terms of issue thereof rank for dividend as from the beginning of the accounting period in which they are issued. (5) Any resolution of the General Meeting declaring a dividend on the Participating Shares of any class may specify that the same shall be payable to the persons registered as the holders of Participating Shares of the class concerned at the Close of Business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed (or, as the case may be, that prescribed for payment of a fixed dividend), and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of Participating Shares of the relevant class. (6) The Company may transmit any dividend or other amount payable in respect of any Participating Share by electronic transfer or by cheque or warrant sent by ordinary post to the registered address of the holder, or, in the case of joint holders, of one of them to such person and address as the holder or joint holders may direct, and shall not be responsible for any loss arising in respect of such transmission

165 (7) No dividend or other amount payable to any Shareholder shall bear interest against the Company. All unclaimed dividend and other amounts payable as aforesaid may be invested or otherwise made use of for the benefit of the Company until claimed. Payment by the Company of any unclaimed dividend or other amount payable in respect of a Participating Share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend unclaimed after six years from the date when it first became payable shall be forfeited automatically, without the necessity for any declaration or other action by the Company. EQUALISATION 121. All fees accrued by the Funds are subject to a daily equalisation computation. Equalisation is a process which ensures that during the fiscal year of the Fund the earnings per Share are not diluted by any new share creations nor are they always increased by redemptions. This is achieved by allocating a portion of subscription/reinvestment proceeds corresponding to the net earnings per Share already gained by the Fund to a so-called net earnings equalisation account and in the case of redemptions the redemption proceeds comprise both the redeemer s portion of the total net earnings gained by the Fund and the redeemer s portion of the capital of the Fund. FINANCIAL STATEMENTS 122. The Directors in accordance with the provisions of the Act and the Principal Regulations shall cause to be kept adequate accounting records, whether in the form of documents, Electronic Form or otherwise The accounting records shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open at all reasonable times to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or document of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting The Directors shall from time to time in accordance with the provisions of the Acts and the Principal Regulations, cause to be prepared and to be laid before the Company in general meeting in respect of the Company as a whole statutory financial statements of the Company and reports as are specified in the Acts made up to the Accounting Date in each year or such other date as the Directors may from time to time decide. Such documents shall include all information required to be specified therein by the Principal Regulations A copy of every accounting record, financial statements of the Company and reports which are required by law to be laid before the Company in general meeting, together with the Auditor s and Depositary s report or summary financial statements prepared in accordance with section 1119 of the Act thereon shall not less than 21 days previous to the annual general meeting be served on every person entitled under the provisions of the Acts to receive them, provided however that where the Directors elect to send summary financial statements to the Members, any Member may request that he be sent a copy of the statutory financial statements of the Company. Such documents shall include all information required to be specified therein by the Principal Regulations The Company shall prepare an un-audited half yearly report for the first six months of each financial year. Such report shall be in a form approved by the Central Bank and shall contain the information required under the Act Copies of the half yearly report shall be sent to the Shareholders not later than two months from the end of the period to which it relates

166 128. The Company shall provide the Designated Authority with all reports and information to which it is entitled under the Act. CAPITALISATION OF PROFITS 129. The Company in general meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company s reserve accounts (including capital reserve) or to the credit of the profit and loss account or which is otherwise available for distribution and not required for payment of dividends on any Shares with a preferential right to dividend amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion on condition that the same be not paid in cash but be applied either in or towards paying up in full unissued Shares of the Company to be allotted and distributed credited as fully paid up to and amongst such Members in the proportion aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid Shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision as they shall think fit for the case of Shares or debentures becoming distributable in fractions (and in particular, without prejudice to the generality of the foregoing, to sell the Shares or debentures represented by such fractions and distribute the net proceeds of such sale amongst the Members otherwise entitled to such fractions in due proportions) and also to authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively credited as fully paid up of any further Shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing Shares and any agreement made under such authority shall be effective and binding on all such Members. AUDIT 131. Auditors shall be appointed and their duties regulated in accordance with the Acts and paragraph 134 of the Principal Regulations. NOTICES 132. (a) Subject to the Acts and except where otherwise expressly provided in these Articles, any notice, communication, document or information to be given, served or delivered by the Company pursuant to these Articles shall be in writing in paper copy or Electronic Form to such Shareholder at the address as appearing in the Register. (b) Subject to the Acts and except where otherwise expressly provided in these Articles, any notice, document or information to be given, served or delivered in pursuance of these Articles may be given to, served on or delivered to any Shareholder by the Company: (i) (ii) by handing same to him or his authorised agent; by leaving the same at his registered address;

167 (iii) (iv) by sending the same by the post or other delivery service in a pre-paid cover addressed to him at his registered address; or by sending the notice, the document (other than a share certificate) or the information in Electronic Form to such Electronic Address as may from time to time be authorised by the Shareholder or by making it available on a website (provided the Member receives, by any of the means at (i) to (iii) above or by Electronic Means to such Electronic Address as may from time to time be authorised by the Shareholder, notification complying with Article 139 of the fact that the notice, document or information has been placed on the website). (c) (d) (e) Where a notice, document or information is given, served or delivered pursuant to sub-paragraph (b)(i) or (ii), the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the Shareholder or his authorised agent, or left at his registered address (as the case may be). Where a notice, document or information is given, served or delivered pursuant to sub-paragraph (b)(iii), the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty four hours after the cover containing it in paper copy form was posted or given to delivery agents (as the case may be). In proving such giving, service or delivery, it shall be sufficient to prove that such cover was properly addressed, pre-paid and posted or given to delivery agents. Where a notice, document or information is given, served or delivered pursuant to sub-paragraph (b)(iv), the giving, service or delivery thereof shall be deemed to have been effected: (i) (ii) if sent in Electronic Form to an Electronic Address, at the expiration of twenty four hours after the time it was sent; or if made available on a website, at the expiration of twenty four hours after the time when it was first made available on the website. (f) (g) (h) Where any Shareholder has furnished his or her Electronic Address to the Secretary and has not notified the Secretary in writing (including by electronic mail) that he no longer wishes to receive communications by electronic mail, then the delivery to him of any notice, document or information by electronic mail (whether contained in the body of the electronic mail message or as an attachment to it) shall be deemed good delivery on the terms set out in sub-paragraph (e) above. If the Company receives a delivery failure notification following the sending of a notice, document or other information in Electronic Form to an Electronic Address in accordance with sub-paragraph (b)(iv), the Company shall give, serve or deliver the notice, document or information in paper copy or Electronic Form (but not by Electronic Means) to the Shareholder either personally or by post addressed to the Shareholder at his registered address or (as applicable) by leaving it at that address. This shall not affect when the notice, document or information was deemed to be received in accordance with sub-paragraph (e). In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notices so given shall be sufficient notice to all the joint holders

168 133. Every person who, by operation of law, transfer or other means, shall become entitled to any share shall be bound by every notice or other document which, previous to his name and address being entered on the register in respect of such Share, shall have been given to the person in whose name the share shall have been previously registered Notice of every general meeting shall be given in any manner hereinbefore authorised to: (i) (ii) (iii) (iv) (v) (vi) (vi) (vii) (viii) every Shareholder in the Company; every person upon whom the ownership of a share devolves by reason of his being a personal representative, or the Official Assignee in bankruptcy of a Shareholder, where the Shareholder but for his death or bankruptcy would be entitled to receive notice of the meeting; the Auditors; the Directors; the Depositary; the Administrator; the Manager; the Investment Manager; and the Secretary. No other person shall be entitled to receive notices of general meetings Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in pursuance of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Participating Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice of document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Participating Share Notices to be posted to addresses outside Ireland and the United Kingdom shall so far as practicable be forwarded by prepaid airmail Any summons, notice, order or other document required to be sent to or served upon the Company, or upon any officer of the Company may be sent or served by leaving the same or sending it through the post in a prepaid letter envelope or wrapper, addressed to the Company or to such officer at the Office The signature to any notice or other document to be given by the Company may be written, printed or in Electronic Form. PUBLICATION ON WEBSITE 139. A notification to a Shareholder of the publication of a notice on a website pursuant to these Articles shall state:

169 (a) (b) (c) the fact of the publication of the notice on a website; the address of that website and, where necessary, the place on that website where the notice may be accessed and how it may be accessed; and in the case of a notice of a general meeting of Shareholder or class of Shareholder: (i) (ii) (iii) (iv) that it concerns a notice of a meeting served in accordance with the Articles or by order of a court, as the case may be; the place, date and time of the meeting; whether the meeting is to be an annual general meeting or an extraordinary general meeting; and the address of any other website (if such is the case) where procedures as to voting are stated or facilitated The notice shall be published on that website, in the case of a notice of meeting, throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting, and in any other case for a period of not less than one month from the giving of the notification This Article shall be treated as being complied with, and, in the case of a meeting, nothing in Articles 139 and 140 above shall invalidate the proceedings of a meeting where: (a) (b) any notice that is required to be published as mentioned in Article 140 is published for a part, but not all, of the period mentioned in that Article; and the failure to publish that notice throughout that period is attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid, such as system, telecommunications or power outages. WINDING UP 142. (1) If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors claims. The liquidator shall in relation to the assets available for distribution among the Members make in the books of the Company such transfers thereof to and from Funds as may be necessary in order that the effective burden of such creditors claims may be shared between the holders of Shares of different Funds in such proportions as the liquidator in his absolute discretion may think equitable provided always that in doing so, the liquidator shall comply with, and be bound by, the segregated liability provision contained in the Act and Article 20 hereof. (2) The assets available for distribution among the Members shall then be applied in the following priority: (i) First, in the payment to the holders of the Participating Shares of each Fund of a sum in the currency in which that Fund is designated (or in any other currency selected by the liquidator) as nearly as possible equal (at a rate of exchange determined by the liquidator) to the Net Asset Value of the Participating Shares of such Fund held by such holders respectively as at the date of commencement to wind up provided that there are sufficient assets available in the relevant Fund to enable such payments to be made. In the

170 event that, as regards any Fund, there are insufficient assets available in the relevant Fund to enable such payment to be made recourse shall be had: a) first, the assets of the Company not comprised within any of the Funds; and b) secondly, to the assets remaining in the Funds for the other classes of Participating Shares (after payment to the holders of the Participating Shares of the classes to which they relate of the amounts to which they are respectively entitled under this paragraph (i)) pro rata to the total value of such assets remaining within each such Fund. (ii) (iii) (iv) Secondly, in the payment to the holders of the Subscriber Shares of sums up to the nominal amount paid thereon out of the assets of the Company not comprised within any of the Funds remaining after any recourse thereto under paragraph (2)(i) above. In the event that there are insufficient assets as aforesaid to enable such payment in full to be made, no recourse shall be had to the assets comprised within any of the Funds. Thirdly, in the payment to the holders of each class of Participating Shares of any balance then remaining in the relevant Fund, such payment being made in proportion to the number of Shares of that Fund held. Fourthly, in the payment to the holders of the Participating Shares of any balance then remaining and not comprised within any of the Funds, such payment being made in proportion to the number of Participating Shares held. (3) If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of a Special Resolution and any other sanction required by the Acts, divide among the Members in specie the whole or any part of the assets of the Company, and whether or not the assets shall consist of property of a single kind and may for such purposes set such value as he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between the Members. The liquidator may, with the like authority, vest any part of the assets in trustees on such trusts for the benefit of Members as the liquidator, with the like authority, shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no Member shall be compelled to accept any assets in respect of which there is any liability. For the avoidance of doubt, if the Special Resolution above is passed, each Member is entitled to elect on winding-up whether or not he wishes to receive a distribution in specie or a cash distribution made in accordance with the provisions of Article 142(2). However, in the absence of a Member electing to receive a distribution in specie on winding-up, such Member shall receive a cash distribution payment in accordance with the provisions of Article 142(2). Where the Company agrees to sell the assets, if requested by a Shareholder, the cost of such sale can be charged to the redeeming Shareholder. INDEMNITY 143. (1) Subject to the provisions of and insofar as may be permitted by the Acts and the Act, every Director, Secretary and other officer or servant of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses which any such officer or servant may incur or become liable to by reason of any contract entered into, or act

171 or thing done by him as such officer or servant or in any way in discharge of his duties, including travelling expenses, and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the Members over all other claims. (2) The Depositary and the Manager shall be entitled to such indemnity from the Company under such terms and subject to such conditions and exceptions and with such entitlement to have recourse to the assets of the Company with a view to meeting and discharging the cost thereof as shall be provided under the Depositary Agreement and the Management Agreement. RESERVES 144. The Directors may before declaring any dividends set aside out of the profits of the Company and carry to the credit of any reserve account such sums as they think proper, which shall, at the discretion of the Directors, be applicable for any purpose to which the profits or reserves may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such Investments as the Directors may from time to time think fit. The Directors may also carry forward to the accounts of the succeeding year or years any balance of profits which they shall think fit neither to divide nor to place to reserve. DEALINGS BY THE MANAGER ETC Any person being the Manager, the Administrator, the Depositary and any associate of the Manager, the Administrator or the Depositary may: (a) (a) (b) become the owner of Participating Shares in the Company and hold, dispose or otherwise deal with Participating Shares as if that person were not such a person; or deal in property of any description on that person s individual account notwithstanding the fact that property of that description is included in the property of the Company; or act as agent or principal in the sale or purchase of property to or from the Depositary for the account of the Company without that person s having to account to any other such person, to the Members or to any of them for any profits or benefits made by or derived from or in connection with any such transaction provided that such transactions are carried out as if effected on normal commercial terms negotiated at arms length, are in the best interests of the Shareholders; and (i) (ii) (iii) a certified valuation of such transaction by a person approved by the Depositary as independent and competent has been obtained; or such transaction has been executed on best terms on an organised investment exchange under its rules; or where (i) and (ii) are not practical, such transaction has been executed on terms which the Depositary is satisfied conform with the principle that such transactions be carried out as if effected on normal commercial terms negotiated at arms length. RESTRICTION ON MODIFICATIONS TO THE CONSTITUTION

172 146. No modification shall be made to the Constitution of the Company which would result in the Company ceasing to be authorised under the Acts. DESTRUCTION OF DOCUMENTS 147. The Company shall be entitled to destroy all instruments of transfer of Shares which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other documents so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned in accordance with the recorded particulars thereof in the books or records of the Company. PROVIDED ALWAYS that: (a) (b) (c) The provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant; Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and References herein to the destruction of any document include references to the disposal thereof in any manner. TOTAL REPURCHASE 148. The Company may, by not less than four, nor more than twelve weeks notice to all Members, repurchase at the Net Asset Value per Participating Share on such Dealing Day, all (but not some) of the Participating Shares in issue for any class of Participating Share or all classes of Participating Shares on such date in the following instances:- (i) (ii) (iii) if the Company or any Fund is no longer an authorised UCITS; if any law is passed which renders it illegal or, in the reasonable opinion of the Directors it is impracticable or inadvisable, to continue the Company or any Fund; and if within a period of 120 days from the date on which the Depositary notifies the Company of its desire to retire in accordance with the terms of the Depositary Agreement, or from the date on which the appointment of the Depositary is terminated by the Company in accordance with the terms of the Depositary Agreement, or from the date on which the Depositary ceases to be qualified under Article 8 hereof, no new Depositary shall have been appointed; provided that such repurchase does not result in the issued share capital being reduced to below the minimum amount permitted under the Acts. CONVERSION TO ICAV

173 149. In accordance with the requirements of the Central Bank and applicable law, the Company is permitted to apply to the Central Bank to be registered as an ICAV by way of continuation or otherwise. The Company and its delegate(s) shall do all such acts and things as may be necessary to give effect to the conversion to ICAV in accordance with applicable law, the requirements of the Central Bank and the Constitution. OVERRIDING PROVISIONS 150. The Company s business will be conducted in accordance with the Acts. In the event of there being any conflict between the provisions of this Constitution and the Acts, the Acts shall prevail. The approval of the Central Bank shall be required to any amendment to this Constitution

174 WE, the several persons whose names, and addresses are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association, and we agree the number of shares in the capital of the Company set opposite our respective names. Names, Addresses and Descriptions of Subscribers Number of Shares taken by each Subscriber Metzler Ireland Limited 1 Guild Street International Financial Services Centre Dublin 1 Ireland One Director / Authorised Signatory Name: Metzler Investment GmbH Große Gallusstraße Frankfurt/Main Germany One Director / Authorised Signatory Name: Total Subscriber Shares taken: Two Dated this day of, 2007 Witness to the above signatures: Signature: Name: Address:

175 Metzler Premier Funds plc Financial Statements for the Half Year Ended 30 June 2017 Unaudited

176 Table of Contents Investment Reviews 3 Portfolio and Statement of Changes in Investments 11 Fund Summary Information 26 Statement of Net Assets 27 Notes to the Financial Statements 29 Additional Disclosures to the Shareholders of Metzler Premier Funds plc 45 Management and Administration 46 2

177 Investment Reviews Metzler Premier Saturn Fund Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in a broad portfolio of equities and equity related securities of companies located in OECD Member States, non-oecd Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes. Fund Report Recent performance of the global economy has been exceptionally strong. While the current rate of expansion of approx. 3.4% may not seem like a record-breaking performance when compared to historic growth rates, many industrialised countries only offer very little spare capacity, and some states are already approaching full macroeconomic capacity. Moreover, political uncertainties that were still burden on the global economic outlook at the beginning of the year have significantly fad-ed in recent months. With Emmanuel Macron s election victory, the European community now has a much better chance of overcoming its identity crisis and regaining its capacity to act. Brexit talks are expected to constitute the largest remaining political risk in Europe. The US economy continued on its solid growth path, and uncertainties in the political sphere have recently started to abate. Thus far, concerns that Donald Trump might provoke a global trade war with his moves towards protectionism have not materialised. With regards to the domestic economy, the President is yet to fulfil promises of a sizable fiscal stimulus package. Higher, faster, farther That was the motto on the stock markets in recent months. As economic prospects continued to brighten, companies posted increasing profits, and political risks on both sides of the Atlantic abated, stock exchanges in countless locations geared up towards new record highs. So for example global equities benchmarked to MSCI World gained around 10.7% since the beginning of the year. The MSCI Emerging Markets (also in USD), one of the key regional markets, boasted particularly high gains with a performance of 18.4%. The European and USA benchmark indices (STOXX Europe 50 and S&P 500) also showed a respectable performance with a plus of 6.1% and 9.3% respectively in their local currency, as compared to the beginning of the year. With 7.4%, Germany slightly surpassed the European market average. In contrast, price gains in Japan (Nikkei 225: 5.8%) and Great Britain (4.7%) in local currency were more moderate. On the currency market, the euro gained against many other currencies in the past quarter. The strength of the euro was most pronounced against the US dollar with a value increase of 8.6% since the start of the year. This is attributable to the reduced political and economic uncertainties in Europe on the one hand, and the impact of Trump euphoria in the USA on prices on the other hand. Power games in the British House of Commons once again put pressure on the British pound, causing the euro to gain 2.8% against the pound sterling since the beginning of the year. The euro also once again gained against the Japanese yen in the second quarter which had still been relatively strong in Q1 on account of a save haven movement, and gained 4.4% between the start of the year and the end of June. In the same period, the euro appreciated by 2.1% against the Swiss franc. As stated above, we continue to forecast solid growth for the world economy on the basis of our analyses. This is supported by solid economic performance in Europe. Growth in the USA is equally expected to be solid, even if fiscal stimuli are still lower than expected. Following a period of declin-ing growth figures, the emerging markets are expected to make a positive contribution to growth as well, even though their situation remains highly heterogeneous. In our opinion, the moderate more dynamic course of growth lays the foundations for increases in gains in the quarters ahead following a longer period of stagnation, especially in Europe. In this context, we continue to see great potential for European stocks on the basis of their historically low margins in comparison to US companies. However, we consider the current market consensus forecasts for growth rates in 2017 to be overly ambitious. 3

178 Investment Reviews Metzler Premier Saturn Fund Our assessment of the emerging markets is that their low valuations, and solid outlook against a global background, continue to indicate increasing gains. However, numerous political uncertainties stand in the way of this. On account of the generally favourable fundamental outlook for equity investments, we gradually increased the fund s investment ratio from around 83% to 87% during the first half of the year. However, we set up a partial hedge over the time of the French pres-idential elections which over the short term brought down the investment ratio by a significant amount. In terms of geographic positioning, we developed the rest of Europe while reducing our exposures in Germany, as continued reforms resulted in improved economic forecasts. With regard to our allocation per sector, we cut down on cyclically sensitive sectors, lowering the chemicals sector and raising financial services providers. We maintained our high weightings for the industry and technology sectors on the basis of their continuing positive forecasts. Performance in review period% 5.61 Structure of the Fund as at Net Assets EUR 86,322,086 Shares in Issue 515, Net Asset Value per Share EUR ISIN WKN IE00B28QM968 A0M53M 4

179 Investment Reviews Metzler Premier Uranus Fund Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in equities and equity related securities of companies located in OECD Member States, non-oecd Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes. Fund Report Global equity markets continued the strength they showed in the second half of 2016 with further gains. The MSCI World in Euro was up by 2,33% after six months, in local currencies the gain was even 10,66%. This difference in performance shows one of the major issues we saw in financial markets during the last six months, volatility in currencies was very high. The strong gains that the USD showed, after Donald Trump was elected as president of the United States, reversed sharply as doubts were growing, that Trump won t be able to realize his agenda. We saw the same effects on a sector basis. While the second half of 2016 showed strength in sectors that would benefit from Trumps plans, like Construction, Industrials and Financials, we saw weakness in Technology. Looking at the first half of 2017 Technology shows up as the strongest sector. The Nasdaq Composite was up by 14,76% in the first half, while the S&P gained 9,34%. In the fund, we used the weakness of US-technology shares at the beginning of the year to increase our exposure to the sector, as the sector shows the highest earnings growth. Looking at the performance of the European market, the MSCI Europe was up by 7,12% in the first half of 2017, still underperforming US equities. The European economy is improving, while we saw some weaker spots in the US economy. For that reason, we increased our exposure to European equities and reduced the share of US equities in the portfolio. To benefit from a stronger economy in Europe we added exposure in cyclical equities, like industrials, technology or construction companies. We decreased the exposure in gold and silver mines and also sold real estate companies, as we believe in slowly rising interest rates in Europe. Performance in review period% 5.74 Structure of the Fund as at

180 Investment Reviews Metzler Premier Uranus Fund Net Assets EUR 62,411,792 Shares in Issue 523, Net Asset Value per Share EUR ISIN WKN IE00B28QMB83 A0M53N 6

181 Investment Reviews Metzler Premier Venus Fund Investment Principle The investment objective of the Fund is to achieve long term capital appreciation through investment in a portfolio of equities and equity related securities of companies located in OECD Member States, non-oecd Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes. Fund Report The global economy had picked up speed already prior to the US presidential elec-tions and the election of Donald Trump could be viewed as triggering the reflation trade. Yet, political imponderables remained at the beginning of the year (BREXIT; Trump; Dutch, French, German and Italian elections). However, the sentiment not only in developed but also in emerging markets brightened and the growth of global trade and industrial production added to positive momentum. Global economic growth stands at an expansion rate of circa 3.4% against the backdrop of very high and, in some cases, even almost full capacity utilization in the developed countries. Luckily the Dutch and French elections resulted in pro-european outcomes and the chance of early Italian general elections has decreased significantly. Greece s credi-tors were able to agree on a further funding round, thereby averting another crisis. BREXIT remains a certain problem for the EEA: PM May called for surprise elec-tions that resulted in a hung parliament and a less strong and stable negotiating position on the UK's part the discussions about a hard vs. soft BREXIT are on-going. The US economy is still developing solidly; Trump-related uncertainty subsid-ed, especially as he did not trigger a trade war by pushing protectionism. He was not able to get rid of Obamacare and, luckily, has not yet poured any fiscal physical stimuli on the smoothly running economy (e.g. record-low unemployment, high company margins), thereby potentially overheating the US economy. China seems to meet her goal of 6.5% growth in 2017, despite clamping down on the (shadow-) banking sector sign of a controlled and intended decrease in growth dynamics. Global equity markets gained 10.7% in H (MSCI world in US dollars) with emerging markets standing out at +18.4% (MSCI EM in USD). The Dax, the Stoxx Europe 50 and the S&P 500 showed strength at 7.4%, 6.1% and 9.3% respectively (in local currencies). Unfortunately, owing to the Eurozone s strong economic per-formance EUR-investors suffered from the EUR-rally (8.6% vs. USD, 2.8% vs. GBP, 4.4% vs. JPY, 2.1% vs. CHF). The still timid inflation in the developed world kept the key central banks more dov-ish in their tone concerning expectations (despite the FED raising rates twice by 0.25%-pts each to % and Draghi dropped the odd hawkish hint at his speech in Sintra). 10-yr US-Treasuries stood at 2.3% and 10-yr Bunds at 0.5% as per the end of the reporting period. Early in the year MunichRe-shares were sold and replaced by Axa owing to the questionable pricing power of reinsurance business models and the diversification of primary insurers. Danone was reduced and a position in Nestlé initiated for reasons of diversification and increased pricing power of the latter (owing to higher infla-tion). We also started a position in Alphabet, Google s parent company, as business models surrounding Big Data, IoT, automation etc. are concentrated and engraved in their DNA. After a long-lasting exposure it was decided to sell the BASF position and to engage with the Dutch paint and coatings specialist, the chemical company AkzoNobel; this position, however, was sold again two months later after two take-over offers by the American rival PPG were turned down, with a swift but significant gain. The shares of French pharma company Sanofi were sold and replaced by British pharma company AstraZeneca whose pipeline is among the strongest in the sector. Late in the reporting period we initiated a position in German online fashion-retail company Zalando: Their outstanding and efficient business model, that makes them an IT company rather than a fashion retailer, gives them both a long head start as well as a deep moat for competition to overcome. Other than those transactions we added to the positions in Airbus, Royal Dutch Shell, Engie and TUI. The investment ratio at the end of the current reporting period amounts to 89.1% which compares to 88.7% end of December Performance in review period%

182 Investment Reviews Metzler Premier Venus Fund Structure of the Fund as at Net Assets EUR 43,240,205 Shares in Issue 288, Net Asset Value per Share EUR ISIN WKN IE00B28QMC90 A0M53D 8

183 Investment Reviews Metzler Premier Merkur Fund Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in equities and equity related securities of companies located in OECD Member States, non-oecd Member States and Emerging Markets. The Fund may also invest in debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes. Fund Report Recent performance of the global economy was exceptionally strong. While the current rate of ex-pansion of approx. 3.4% may not seem like a record-breaking performance when compared to his-toric growth rates, many industrialised countries only offer very little spare capacity, and some states are already approaching full macroeconomic capacity. Moreover, political uncertainties that were still a burden on the global economic outlook at the beginning of the year have significantly faded in recent months. With Emmanuel Macron s election victory, the European community now has a much better chance of overcoming its identity crisis and regaining its capacity to act. Brexit talks are expected to constitute the largest remaining political risk in Europe. The US economy continued on its solid growth path, and uncertainties in the political sphere have equally started to subside. Higher, faster, farther That was the motto on the stock markets in recent months. As economic prospects continued to brighten up, companies posted increasing profits, and political risks on both sides of the Atlantic abated, stock exchanges in countless locations geared up towards new record highs. The European benchmark index STOXX Europe 50 put in a respectable performance with a plus of 6.1% in its local currency, as compared to the beginning of the year. With 7.4%, Germany slightly surpassed the European market average. In contrast, price gains in local currency achieved in Great Britain (4.7%) were more moderate. However, the overall positive trend on the global stock markets was compromised for euro investors, as exchange rate developments reduced rate gains achieved outside of Europe. The euro appreciated against many other currencies in the past quarter. The strength of the euro was most pronounced against the US dollar with a value increase of 8.6% since the start of the year. This is attributable to the reduced political and economic uncertainties in Europe on the one hand, and the impact of Trump euphoria in the USA on prices on the other hand. Power games in the British House of Commons once again put pressure on the British pound, causing the euro to gain 2.8% against the pound sterling since the beginning of the year. The euro also appreciated against the Japanese yen in the second quarter and gained 4.4% between the start of the year and the end of June. The yen had still been relatively strong through the first quarter on account of a save haven movement. In the same period, the euro appreciated by 2.1% against the Swiss franc. As stated above, we continue to forecast solid growth for the world economy on the basis of our analyses. This is supported by solid economic performance in Europe. US American growth is equally expected to be solid, even if fiscal stimuli are currently still lower than expected. Following a period of declining growth figures, the emerging markets are expected to make a positive contribution to growth as well, even though their situation remains highly heterogeneous. In our opinion, staying the course of growth lays the foundations for the stabilisation of gains and also offers the potential for continuing increases in gains in the quarters ahead. In this context, we continue to see great poten-tial for European stocks on the basis of their historically low margins in comparison to US companies. However, we consider the current market consensus forecasts for growth rates in 2017 to be overly ambitious. In spite of the generally favourable fundamental outlook for equity investments, we seized opportunities to sell positions for a profit, based on our judgement of individual companies, and gradually reduced the fund s investment ratio from around 86% to 79% during the first half of the year. In addition, we set up a partial hedge over the time of the French presidential elections which over the short term brought down the investment ratio further. On account of the aforementioned favourable assessment, we have already increased the investment ration again, and intent to expand our level of investment further. 9

184 Investment Reviews Metzler Premier Merkur Fund No major changes in geographical positioning have been made. With regard to our allocation per sector, we cut down on cyclically sensitive sectors, lowering the chemicals sector and raising the construction and financial services sectors. We maintained our high weightings for the industry and technology sectors on the basis of their continuing positive forecasts. Meanwhile, an improved outlook for the construction and retail sectors have prompted us to increase our high weightings in these areas. Performance in review period% 6.32 Structure of the Fund as at Net Assets EUR 31,669,104 Shares in Issue 205, Net Asset Value per Share EUR ISIN WKN IE00B28QM638 A0M53J 10