FONDITALIA. Luxembourg Mutual Investment Fund with Multiple Sub-Funds ADDENDUM TO THE PROSPECTUS AND MANAGEMENT REGULATIONS

Transcription

1 FONDITALIA Luxemburg Mutual Investment Fund with Multiple Sub-Funds ADDENDUM TO THE PROSPECTUS AND MANAGEMENT REGULATIONS This addendum f September 25, 2014 frms an integral part f the Prspectus and Management Regulatins f April 1, 2014 and may nt be distributed separately. It replaces and supersedes the addendum f July 14, The Prspectus and the Management Regulatins will be amended as fllws as f Nvember 1, 2014 except therwise prvided fr in this Addendum. Since June 10, 2014, the registered ffice and address f FIDEURAM GESTIONS S.A. and FIDEURAM BANK (LUXEMBOURG) S.A. has changed frm 17A, Rue des Bains, L-1212 Luxemburg t 9-11, Rue Gethe, L-1637 Luxemburg and cnsequently any reference in the Prspectus and Management Regulatins t the address 17A, Rue des Bains, L-1212 Luxemburg shuld be read 9-11, Rue Gethe, L-1637 Luxemburg. Since July 14, 2014, the investment plicy f FONDITALIA EURO CURRENCY and the benchmark f FONDITALIA BOND US PLUS has been changed and the Risk Transparency f FONDITALIA FLEXIBLE EUROPE has been changed as well. In FONDITALIA FLEXIBLE BOND, Franklin Alternative Strategies Advisers, LLC is nt acting as sub-investment manager any lnger since September 17, As frm Octber 1, 2014, BANCA FIDEURAM S.p.A. will nt be acting any mre as intermediary fr subscriptin, redemptin and cnversin in Italy with mandate with representatin in the Italian regulatry meaning. As frm Nvember 1, 2014, the investment plicy and the management fees f FONDITALIA ETHICAL INVESTMENT will be changed. As frm Nvember 1, 2014, the units f Class Z in certain sub-funds will pay a management fee. Sans titre /09/ :33:30

2 I Prspectus - General Remark The registered ffice and address f FIDEURAM GESTIONS S.A. and FIDEURAM BANK (LUXEMBOURG) S.A. has changed frm 17A, Rue des Bains, L-1212 Luxemburg t 9-11, Rue Gethe, L-1637 Luxemburg - Chapter 1 What is the Fund Paragraph 3: t be read as fllws: The versin f the Management Regulatins f December 29, 1994, which cntain substantial amendments cmpared t the riginal, published in the Memrial C N. 48 n January 30, 1995, underwent successive further amendments decided n by the Management Cmpany, in agreement with the Custdian, with the last amendments effective n Nvember 1, Chapter 2 Hw the Fund is managed In the list f the sub-funds f the Fund and their prepnderant investments, amend as fllws: Fnditalia Flexible Eurpe (F35) (effective since July 14, 2014) Risk transparency: Glbal Expsure Determinatin Methdlgy: Relative VaR apprach The Sub-Fund will regularly mnitr its leverage and the average level f leverage is expected t be apprximately 300%. The Sub-Fund s leverage may increase t higher levels, fr example, at times when the Investment Manager deems it mst apprpriate t use financial derivative instruments t alter the Sub-Fund s interest rate sensitivity. The leverage figure is calculated as the sum f the ntinals f the derivatives used as is required by the regulatins. The ntinal value f the investments varies significantly frm their market value which is why the leverage limits are high. These leverage limits d nt take int accunt any netting and hedging arrangements that the Sub-Fund has in place at any time even thugh these netting and hedging arrangements are used fr risk reductin purpses. The methdlgy used t calculate the leverage is the sum f the abslute value f the ntinals. 2 Sans titre /09/ :33:30

3 Fnditalia Ethical Investment (F38) (effective as frm Nvember 1, 2014) Bnds issued by gvernmental, public, supranatinal and crprate entities, including belw investment grade rating entities with fcus n issuers r instruments targeting psitive scial r envirnmental impact; shares/units f funds targeting a cmbinatin f financial returns and scial r envirnmental gd (e.g. micrfinance funds, fair trade funds, scial bnd funds); ther gvernment bnds with an investment grade rating. The Sub-Fund may als invest up t 30% f its net assets in shares/units f equity funds (with scial and/r envirnmental investment plicies), and listed shares f cmpanies generating psitive scial r envirnmental externalities (e.g. financial institutins ffering financial services mainly t lw-incme segments f the ppulatin, t micr-entrepreneurs, and t small-medium enterprises). The Management Cmpany, in rder t assure the cnsistency f the investment decisins with the ethical principles f the Sub-Fund s investment plicy, has set up an ethical cmmittee, in supprt f the Management Cmpany, with cnsulting and advisry pwers, which carries ut guidance and cntrl activities. - Chapter 3 Hw t invest in the Fund The Classes f Units: - paragraph 1 last indent: t be read as fllws: - the units f class Z which may nly be subscribed by certain categries f institutinal investrs (as defined in Article 3 f the Management Regulatins). - last paragraph: t be read as fllws: Finally, in FONDITALIA EQUITY ITALY, FONDITALIA EQUITY EUROPE and FONDITALIA EQUITY GLOBAL EMERGING MARKETS, the Management Cmpany issues als units f class Z reserved t certain categries f institutinal investrs (Article 3 f the Management Regulatins). - Chapter 11 Investment Managers Investment Advisr t be read: Investment Managers Sub-Investment Managers Investment Advisr Paragraph 8,amended by the addendum f July 14, 2014, is restated in its previus versin such as disclsed in the prspectus f April 1, 2014 since September 17, Sans titre /09/ :33:30

4 II Management Regulatins - General Remark The registered ffice and address f FIDEURAM GESTIONS S.A. and FIDEURAM BANK (LUXEMBOURG) S.A. has changed frm 17A, Rue des Bains, L-1212 Luxemburg t 9-11, Rue Gethe, L-1637 Luxemburg - Article 2 Management Cmpany Investment Managers Sub-Investment Managers Investment Advisr Paragraph 18: Delete, effective n September 17, 2014, any reference t the appintment f Franklin Alternative Strategies Advisers LLC as Sub- Investment Manager. - Article 3 Object and Characteristics f the Fund Paragraph 12 t be amended as fllws: Finally, in FONDITALIA EQUITY ITALY, FONDITALIA EQUITY EUROPE and FONDITALIA EQUITY GLOBAL EMERGING MARKETS, the Management Cmpany issues als units f class Z reserved t certain categries f institutinal investrs. Paragraph 15 t be deleted. - Article 4 Investment Plicy Paragraph 3 t be amended as fllws: (1) FONDITALIA EURO CURRENCY, expressed in EURO, cnsists f activities and f fast liquidity, such as gvernment securities, rdinary bnds issued by nn gvernmental entities with lw risks and, in accrdance with the investment limits specified in Article 5 f the Management Regulatins, mney market instruments. These securities shall be denminated in EURO. The residual duratin f each security, asset r instrument des nt exceed 18 mnths, except fr the indexed bnds fr which there is n limit f residual duratin. The selectin criteria are characterized by a particular interest fr securities and instruments whse value, given their shrt residual duratin, is in general nt very sensitive t interest rate fluctuatins. Mrever, the Sub-Fund may use financial derivative instruments nt nly fr the purpse f risk hedging and efficient management but als fr investment purpses. The benchmark f the Sub-Fund cnsists f the index JP Mrgan Eur 6 mnth Cash Index. 4 Sans titre /09/ :33:30

5 (3) FONDITALIA BOND US PLUS Replace the current benchmark with: The benchmark f the Sub-Fund cnsists f the index: - fr class R,S,T units: Barclays US Aggregate Index, valued in United States Dllars, cnverted int EURO at the WM/Reuters rate; - fr class RH and class TH units: Barclays US Aggregate Index Hedged EUR. (35) FONDITALIA FLEXIBLE EUROPE Replace the ninth alinea as fllws: The Sub-Fund may be net shrt f markets r net lng f markets. Hwever, the verall net market expsure f the Sub- Fund will nt exceed a range frm 40 per cent net shrt t 60 per cent net lng. Leverage will be achieved thrugh bth OTC and listed derivative cntracts. (38) FONDITALIA ETHICAL INVESTMENT, expressed in EURO, aims t generate a psitive ttal return thrugh a cmbinatin f bth incme and capital grwth, with an investment plicy based n ethical principles in the selectin f the instruments. The Sub-Fund invests in: a) bnds issued by gvernmental, public, supranatinal and crprate entities, including belw investment grade rating entities, selected using a cmbinatin f the appraches described belw: Screening apprach: the Sub-Fund will adpt a tw-sided apprach t screening the issuer and/r the specific securities: i. a Psitive Screening apprach is adpted t assess and measure the ability f each issuer and/r the related securities t generate a psitive scial and/r envirnmental impact; ii. a Negative Screening apprach is adpted, t exclude investments which are deemed harmful t peple and/r the envirnment; Best in class apprach: all ther factrs been equal, the Sub- Fund selects investments based n rigrus envirnmental, scial and gvernance guidelines; 5 Sans titre /09/ :33:30

6 b) shares/units f funds targeting a cmbinatin f financial returns and scial r envirnmental gd (e.g. micrfinance funds, fair trade funds, scial bnd funds); c) ther gvernment bnds with an investment grade rating; d) shares/units f equity funds and listed shares f cmpanies generating psitive scial r envirnmental externalities (e.g. financial institutins ffering financial services mainly t lwincme segments f the ppulatin, t micr-entrepreneurs, and t small-medium enterprises), up t a maximum f 30%. The Sub-Fund may invest in emerging markets, which in investment terms are thse ecnmies that are still develping. The Sub-Fund culd be expsed t unhedged currencies different frm Eur. Mrever, the Sub-Fund may use financial derivative instruments nt nly fr the purpse f risk hedging and efficient management but als fr investment purpses. This Sub-Fund has n benchmark. INVESTMENTS IN EMERGING COUNTRIES ARE SUBJECT TO PARTICULAR RISKS AS DESCRIBED IN THE PROSPECTUS AND BELOW. The Management Cmpany, in rder t assure the cnsistency f the investment decisins with the ethical principles f the Sub-Fund s investment plicy, has set-up an ethical cmmittee, in supprt f the Management Cmpany, with cnsulting and advisry pwers, which carries ut guidance and cntrl activities. Pint 2. Efficient prtfli management techniques (EMT) : Cmmn prvisins t EMT Paragraph 2: t be rewrded as fllws: The Fund s annual reprt will cntain infrmatin n incme frm efficient prtfli-management techniques fr the sub-funds entire reprting perid, tgether with details f the sub-funds direct (e.g. transactin fees fr securities, etc.) and indirect (e.g. general csts incurred fr legal advice) peratinal csts and fees, insfar as they are assciated with the management f the crrespnding Fund/sub-fund. 6 Sans titre /09/ :33:30

7 Paragraph 4 sentence 1: t be rewrded as fllws: All incme arising frm the use f techniques and instruments fr efficient prtfli management, less direct and indirect peratinal csts, prfit t the Fund in rder t be reinvested in line with the Fund s investment plicy and cnsequently will psitively impact n the perfrmance f the sub-fund. Pint 3. Management f cllateral fr OTC financial derivatives transactins and EMT : t be rewrded as fllws: As security fr any EMT and OTC financial derivatives transactins, the relevant sub-fund will btain cllateral that must at all times meet with the fllwing criteria: (a) (b) (c) (d) (e) (f) (g) Liquidity: Cllateral must be sufficiently liquid in rder that it can be sld quickly at a rbust price that is clse t its pre-sale valuatin. Valuatin: Cllateral must be capable f being valued n at least a daily basis and must be marked t market daily. Issuer credit quality: The Fund will rdinarily nly accept very high quality cllateral. Safe-keeping: Cllateral must be transferred t the Custdian r its agent. Enfrceable: Cllateral must be immediately available t the Fund withut recurse t the cunterparty, in the event f a default by that entity. Nn-Cash cllateral - cannt be sld, pledged r re-invested; - must be issued by an entity independent f the cunterparty; and - must be diversified t avid cncentratin risk in ne issue, sectr r cuntry. Cash Cllateral can nly be: - placed n depsit with entities prescribed in Article 41(f) f the Law; - invested in high-quality gvernment bnds; - used fr the purpse f reverse repurchase transactins prvided the transactins are with credit institutins subject t prudential supervisin and the Fund is able t recall at any time the full amunt f cash n accrued basis; 7 Sans titre /09/ :33:30

8 - invested in shrt-term mney market funds as defined in ESMA s Guidelines n a Cmmn Definitin f Eurpean Mney Market Funds. Re-invested cash cllateral will expse the sub-fund t certain risks such as the risk f a failure r default f the issuer f the relevant security in which the cash cllateral has been invested. Re-invested cash cllateral shuld be diversified in accrdance with the diversificatin requirements applicable t nn cash cllateral. Each sub-fund must make sure that it is able t claim its rights n the guarantee in case f the ccurrence f an event requiring the executin theref. Therefre, the guarantee must be available at all times, either directly r thrugh the intermediary f a first class financial institutin r a whlly-wned subsidiary f this institutin, in such a manner that the sub-fund is able t apprpriate r realize the assets given as guarantee, withut delay, if the cunterparty des nt cmply with its bligatin t return the securities. During the duratin f the agreement, the guarantee cannt be sld r given as a security r pledged. When entering int securities lending transactins, each sub-fund must receive, during the lifetime f the lending agreement, the fllwing type f cllateral cvering at least the market value f the lent securities: - Gvernment bnds with maturity up t 1 year: Haircut between 0 and 2% - Gvernment bnds with maturity f mre than 1 year: Minimum haircut 2% - Crprate bnds: Minimum haircut 6% - Cash: 0% When entering int repurchase r reverse repurchase transactins, each sub-fund will btain the fllwing cllateral cvering at least the market value f the financial instrument bject f the transactin: - Cash: 0% - Gvernment Bnds: 0% 8 Sans titre /09/ :33:30

9 The absence f haircut is mainly due t the very shrt term f the transactins. When entering int OTC financial derivatives transactins each subfund will btain the fllwing cllateral cvering at least the market value f the financial instrument bject f the OTC transactin: - Cash: 0% - Gvernment bnds with maturity up t 1 year: Haircut between 0 and 2% - Gvernment bnds with maturity f mre than 1 year: Minimum haircut 2% The Fund must prceed n a daily basis t the valuatin f the guarantee received. In additin the Fund has implemented a haircut plicy in respect f each class f bnds received as cllateral in respect f each relevant sub-fund. Such plicy takes accunt f the characteristics f the relevant asset class, including the credit standing f the issuer f the cllateral, the price vlatility f the cllateral and the results f any stress tests which may be perfrmed in accrdance with the stress testing plicy. - Article 9 Units f C-Ownership in the Fund Paragraph 6: t be rewrded as fllws: Finally, in FONDITALIA EQUITY ITALY, FONDITALIA EQUITY EUROPE and FONDITALIA EQUITY GLOBAL EMERGING MARKETS, the Management Cmpany issues als units f class Z reserved t certain categries f institutinal investrs. Paragraph 7: t be rewrded as fllws with effect n Octber 1, 2014: The quality as a unithlder in a sub-fund f the Fund is determined by nminative registratin in the unithlders register r by nminative registratin in the register held by the Paying Agent whenever, based n an agreement between the Management Cmpany and a distributr, the latter acting as a nminee. On the request f a unithlder, a written cnfirmatin f the registratin shall be sent t the unithlder. 9 Sans titre /09/ :33:30

10 - Article 10 Subscriptin Mdalities Paragraph 21: t be wrded as fllws with effect n Octber 1, 2014: It may be prvided fr that, fr the placement f units in certain cuntries, the subscriptin f units shall be nly made thrugh a mandate given by the unithlder t a financial intermediary. Paragraphs 24, 25 and 26: t be wrded as fllws with effect n Octber 1, 2014: Cncerning Italy, the subscriptin f units may be made exclusively by mandate t Banca Fideuram S.p.A. and nly fr institutinal investr als by Fideuram Asset Management (Ireland) Limited based n freedm t prvide services. Banca Fideuram S.p.A. will act, in the meaning f the Italian law, as agent withut representatin in its wn name and n behalf f the unithlders. Banca Fideuram S.p.A., as agent, is registered in the register f the Fund as hlder f units n behalf f the unithlder. Pursuant t the mandate, Banca Fideuram S.p.A. shall: subscribe units f the Fund in its wn name and n behalf f the unithlder; ensure their nminative registratin in its wn register; fulfil all necessary administrative frmalities. Paragraph 30: t be wrded as fllws: Banca Fideuram S.p.A. shall frward t the Management Cmpany, in aggregate frm, the subscriptin requests and credit in the same cntext in favur f this ne the amunt intended fr acquisitin f the units f the Fund n the business day in Luxemburg that fllws the latest date f the three fllwing dates: - the value date f the means f payment used, r - in case f switch r wire rder, the date f receipt f the accunting ntice by the bank in charge, r - in case f receipt f the subscriptin frm remved frm the mean f payment r the accunting ntice (in case f switch r wire rder), the date f receipt f the subscriptin frm by the bank in charge. 10 Sans titre /09/ :33:30

11 - Article 17 Charges and Expenses brne by the Fund Paragraph 1 a) table f fees: F38 FONDITALIA ETHICAL INVESTMENT: t be rewrded as fllws: Sub-Funds Class R, class RH and class S Class T and class TH F38 Fnditalia Ethical Investment 1.30% 0.85% Paragraph belw the table f fees: t be rewrded as fllws: Units f class Z in FONDITALIA EQUITY ITALY, FONDITALIA EQUITY EUROPE and FONDITALIA EQUITY GLOBAL EMERGING MARKETS bear a management fee f 0,80%. September 25, 2014 The Management Cmpany FIDEURAM ASSET MANAGEMENT (IRELAND) LIMITED The Custdian Bank FIDEURAM BANK (LUXEMBOURG) S.A. 11 Sans titre /09/ :33:30

12 Sans titre /09/ :33:30