COLUMBIA THREADNEEDLE SICAV-SIF

Transcription

1 SOCIÉTÉ D INVESTISSEMENT À CAPITAL VARIABLE FONDS D INVESTISSEMENT SPÉCIALISÉ A SPECIALISED INVESTMENT FUND ORGANISED UNDER THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG (SICAV-SIF) JUNE 2016 COLUMBIA THREADNEEDLE SICAV-SIF

2 Contents DIRECTORY... 5 GLOSSARY OF TERMS... 5 GENERAL PART Prospectus The Company Umbrella Structure Securities Issued by the Company Investment Objective and Policy Investment Restrictions Investments by a Fund into another Fund Risk Considerations Management and Administration AIFM Portfolio Manager Depositary Central Administration Registrar and Transfer Agent Recognition and Enforcement of Judgments in Luxembourg Information to Shareholders Documents Available for Inspection SUPPLEMENT 1: COLUMBIA THREADNEEDLE SICAV-SIF COMMODITY STRATEGY FUND Portfolio Manager Investment Objective and Investment Policy Investment restrictions Risk considerations Term Investor Profile Reference Currency of the Fund Share Classes Valuation Date Cut-Off Time Fees Distribution Policy Distribution Auditor Shareholders Rights against Service Providers Conflict of Interest Purchase of Shares Redemption of Shares Conversion between Share Classes/Funds Transfer of Shares Determination of the Net Asset Value Net Asset Value Publication Suspension of Issue, Redemption and Conversion of Shares and of the Calculation of the Net Asset Value Fees and Expenses Corporate Information Taxation Data Protection Policy Risk Management Procedures Liquidity Management Conflicts of Interest Applicable Law and Jurisdiction

3 CONFIDENTIAL Important Information By receiving this Prospectus, the recipient agrees to be bound by the terms set out below: This Prospectus provides information about the Company. Prospective investors are required as part of the subscription form to confirm they have read and understood it. It contains information which prospective investors ought to know before investing in the Company. Further copies may be obtained from the Company. This Prospectus shall not be photocopied, reproduced or distributed to others without the prior consent of the relevant Fund s Portfolio Manager. If the recipient determines not to purchase any Shares in connection with this private placement, it will promptly return to the Portfolio Manager or destroy all material received in connection herewith (including this Prospectus) without retaining any copies. This Prospectus in its current version may be amended and updated in the future. For definitions of capitalised terms, prospective Investors should refer to Glossary of Terms. The Company has been incorporated under Luxembourg law in the form of an umbrella fund allowed to have several separate portfolios (each a Fund ) the specific features of which are specified in the relevant Supplement. All decisions to subscribe or purchase Shares are deemed to have been made solely on the basis of the information contained in this Prospectus accompanied by the latest available annual report of the Company (if any). No person has been authorised to give any information or to make any representation other than those contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorised. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any such Shares other than the Shares to which it relates or an offer to sell or the solicitation of an offer to buy such Shares by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Board has taken 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 makes misleading any statement herein, whether of fact or opinion. The Directors accept responsibility accordingly. All disputes as to the terms thereof shall be governed by, and construed in accordance with, the laws of the Grand Duchy of Luxembourg. This Prospectus supersedes and replaces any other information provided by the Directors, the Portfolio Manager, the Company, the AIFM and their respective representatives and agents in respect of the Company and should be read in conjunction with the latest annual report of the Company (if any). Shares are reserved for eligible Investors pursuant to section 19.1 of the General Part of this Prospectus who are aware of the risks attached to an investment in the Company and accept that they will have recourse only to the Company s assets as these will exist at any time. The Board may from time to time decide to offer additional Share Classes. In such an event, this Prospectus will, to the extent required, be updated and amended so as to include detailed information on the new Share Classes. Investors may, subject to any restriction with respect to a specific Share Class, invest in any Share Class offered by the Company. Investors should choose the Share Class that best suits their expectations and needs and are encouraged to seek independent advice in that regard. It should be remembered that the price of Shares and the income (if any) from them may fall as well as rise and there is no guarantee or assurance that the stated investment objective of the Fund invested in by the Investor will be achieved. The distribution of this Prospectus and the offering of the Shares are restricted in certain jurisdictions. This Prospectus does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or the person making the offer or solicitation is not qualified to do so or a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of this Prospectus and of any person wishing to apply for Shares to inform himself or herself about and to observe all applicable laws and regulations of relevant jurisdictions. Investors should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, foreign exchange restrictions and/or exchange control requirements that they might encounter under the laws of the countries of their citizenship, residence, or domicile and that might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of Shares. Luxembourg The Company, which qualifies as an AIF under the AIFM Law, is registered pursuant to the SIF Law. However, such registration does not require the CSSF or any other Luxembourg authority to approve or disapprove either the adequacy or accuracy of this Prospectus or the assets held in the various Funds of the Company. Any representations to the contrary are unauthorised and unlawful. Statements made in the Prospectus are based on the law and practice currently in force in Luxembourg and are subject to changes therein. US None of the Shares have been or will be registered or qualified under applicable state statutes and none of the Shares may be offered or sold, directly or indirectly, in the United States, or to any US Person regardless of location. In addition, the Company has not been and will not be registered under the US Investment Company Act and Investors will not be entitled to the benefit of the Investment Company Act. The Company will not knowingly offer or sell Shares to any Investor to whom such offer or sale would be unlawful, or might result in the Company incurring any liability to taxation or suffering any other pecuniary disadvantages which the Company might not otherwise incur or suffer or would result in the Company being required to register under the Investment Company Act. Shares may not be held by any person in breach of the law or requirements of any country or governmental authority including, without limitation, exchange control regulations. Each Investor must represent and warrant to 2

4 the Company that, amongst other things, he is able to acquire Shares without violating applicable laws. Power is reserved in the Articles, to mandatorily redeem any Shares held directly or beneficially in contravention of these prohibitions. This Prospectus may be translated into other languages. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail to the extent permitted by the applicable laws or regulations, and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the laws of Luxembourg. The text of the Articles is an integral part of this Prospectus. Prospective Investors should carefully review the Articles and note that, should any provision of this Prospectus be inconsistent with the Articles, the Articles shall prevail. The statements contained herein that are not historical facts are forwardlooking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which the Portfolio Manager or the Company, as the case may be, operates, as well as on the Portfolio Manager s beliefs and assumptions. Words such as expects, anticipates, should, intends, plans, believes, seeks, estimates, projects, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Past performance is not indicative of future returns which may or may not be the same as or similar to past performance. Investment in the Company will involve significant risks and there can be no assurance as to positive returns on any of the Company s investments or that there will be any return of invested capital. Prospective Investors should in particular refer to section Risk Considerations in both the General Part of this Prospectus and the relevant Fund s Supplement. Investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of investment and lack of liquidity in Shares) that are characteristic of an investment in the Company and should consult their financial advisers regarding the appropriateness of making investments in Shares. Transfers of Shares may be limited as more fully described herein and in the Articles. Representatives of the Portfolio Manager will be available to discuss with prospective Investors, upon request, the information contained in this Prospectus, and to answer other questions about the business of the Company and the private placement thereof, to the extent such information is available and can be acquired without undue effort or expense. Please note that the contact persons mentioned above may change from time to time without immediate update to this Prospectus. Existing Shareholders will be informed of any such change if it relates to the Shareholders servicing queries. Restrictions on Distribution of Shares General The Shares of the Funds are being distributed solely on a private placement basis and not as a general offer or invitation to the public. This Prospectus has not been authorised by or delivered for registration with any regulatory body in any jurisdiction other than the Grand Duchy of Luxembourg. The distribution of this Prospectus is not authorised in any jurisdiction where further action would be required for the purpose of an offer or solicitation of Shares or in any circumstance in which such offer or solicitation is not authorised. Notice to residents of the EEA For the purposes of the AIFM Directive, the Company will constitute an EU AIF whose alternative investment fund manager is the AIFM, itself an EU alternative investment fund manager. Each Member State is adopting or has adopted legislation implementing the AIFM Directive into national law. Under the AIFM Directive, marketing to any investor domiciled or with a registered office in the EEA will be restricted by such laws and no such marketing shall take place except as permitted by such laws. Prior to implementation of the AIFM Directive into national law, interests in the Company may only be offered and issued in accordance with applicable laws in relevant Member States, and potential investors should ensure they are able to subscribe for an interest in the Company in accordance with those laws. Eligible investors Under the AIFM Directive marketing passport provided for in article 32 of the AIFM Directive, Shares are only available for purchase by Professional Investors. In addition: In the Netherlands the Shares will not be offered or sold, directly or indirectly, other than solely to qualified investors, within the meaning of article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). In the United Kingdom when distributed in, from or into the United Kingdom, this Prospectus is only intended for persons having professional experience of investing in unregulated schemes, high net worth companies, partnerships, associations or trusts and personnel of any of the foregoing having professional experience of investing in unregulated schemes (each within the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001), persons outside the European Economic Area receiving it electronically, persons outside the United Kingdom receiving it non-electronically and any other persons to whom it may be communicated lawfully. In Austria Shares will not be offered to more than 100 investors or the minimum investment amount will be EUR 100,000 or the product will only be offered and sold to qualified investors according to Sec 3 (1) ref 11 Kapitalmarktgesetz (KMG). In Germany Shares in the fund are also available for purchase by semiprofessional investors, being investors that satisfy the requirements of section 1 para. 19 no. 33 of the German Capital Investment Act (Kapitalanlagegesetzbuch). 3

5 Switzerland Neither the Company or any Fund has been approved by the Swiss Financial Market Supervisory Authority (FINMA) as a foreign collective investment scheme pursuant to Article 120 of the Swiss Collective Investment Schemes Act of 23 June 2006 (the "CISA"). Accordingly, the Shares may not be offered to the public in or from Switzerland and neither this Prospectus nor any other offering materials relating to the Shares may be made available through a public offering in or from Switzerland. The Shares may only be offered and this Prospectus may only be distributed in or from Switzerland by way of private placement to "Qualified Investors" (as defined in the CISA and its implementing ordinance) and/or to a limited circle of investors, without any public offering. Guernsey The Shares of the Funds may only be offered or sold in, or from within the Bailiwick of Guernsey either (i) to or by persons licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended, or (ii) to persons licensed under the Banking Supervision (Bailiwick of Guernsey) Law, 1994 as amended, or (iii) to persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002 as amended or (iv) to prospective licensees under the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 as amended. Isle of Man The Company is not subject to any form of regulation or approval in the Isle of Man. This document has not been registered or approved for distribution in the Isle of Man and may only be distributed in or into the Isle of Man by a person permitted under Isle of Man law to do so and in accordance with the Isle of Man Collective Investment Schemes Act 2008 and regulations made thereunder. The participants in the Fund are not protected by any statutory compensation scheme. Jersey This Prospectus relates to a private placement and does not constitute an offer to the public in Jersey to subscribe for the Shares of the Funds offered hereby. No regulatory approval has been sought to the offer in Jersey and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Funds. The offer of Shares is personal to the person to whom this Prospectus is being delivered by or on behalf of the Funds, and a subscription for the Shares will only be accepted from such person. The Prospectus may not be reproduced or used for any other purpose. Hong Kong The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. This Private Placement Prospectus has not been registered by the Registrar of Companies in Hong Kong. The Funds are collective investment schemes as defined in the Securities and Futures Ordinance of Hong Kong (the Ordinance ) but have not been authorised by the Securities and Futures Commission pursuant to the Ordinance. Accordingly, the Shares of the Funds may only be offered or sold in Hong Kong to persons who are professional investors as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies Ordinance of Hong Kong and the Ordinance. In addition, this Private Placement Prospectus may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the Shares may not be disposed of to any person unless such person is outside Hong Kong, such person is a professional investor as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance. Singapore This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Taiwan The Shares of the Funds are not registered in Taiwan and may not be sold, issued or offered in Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the Shares in Taiwan. 4

6 DIRECTORY Registered Office 31, Z.A. Bourmicht L-8070 Bertrange Grand Duchy of Luxembourg Board Marie-Jeanne Chèvremont-Lorenzini Tim Gillbanks Dominik Kremer Tony Poon AIFM Threadneedle Investment Services Limited Cannon Place 78 Cannon Street London EC4N 6AG United Kingdom Registrar and Transfer Agent International Financial Data Services (Luxembourg) S.A. 47, Avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Depositary, Domiciliary, Administrative and Paying Agent Citibank Europe plc, Luxembourg Branch 31, Z.A. Bourmicht L-8070 Bertrange Grand Duchy of Luxembourg Auditor PricewaterhouseCoopers, société cooperative 2, rue Gerhard Mercator, B.P L-1014 Luxembourg Grand Duchy of Luxembourg Portfolio Manager(s) (depending on Fund: see relevant Supplement) Legal Advisers to the Company for Luxembourg Law Linklaters LLP, Luxembourg 35, Avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg GLOSSARY OF TERMS The following definitions apply throughout this Prospectus unless the context otherwise requires: AIF an alternative investment fund within the meaning of the AIFM Law or, depending on the context, the AIFM Directive. AIFM Threadneedle Investment Services Limited, Cannon Place, 78 Cannon Street, London, EC4N 6AG, United Kingdom. AIFM Directive Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010. AIFM Law the Luxembourg law of 12 July 2013 on alternative investment fund managers, as may be amended from time to time. AIFM Regulation Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing the AIFM Directive with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision. Alternative Investment Fund Manager an alternative investment fund manager within the meaning of the AIFM Law. AML anti-money laundering. Application Form document signed or to be signed by an Investor who desires to subscribe to Shares and by which this Investor irrevocably applies for Shares. Articles the articles of incorporation of the Company as amended from time to time. Asset Management Fee fee that may be paid in relation to the portfolio management services received by a Fund from the Portfolio Manager; where applicable, it is charged at such rate as described in the relevant Fund s Supplement; this fee shall be channelled to the Portfolio Manager through the AIFM. Auditor PricewaterhouseCoopers, 2, rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg, Grand Duchy of Luxembourg. Board the board of Directors of the Company. Business Day any day on which banks are open for normal banking business in Luxembourg and when the Directors believe that sufficient markets in which the Fund invested are also open and permit sufficient trading and liquidity to enable such Fund to be managed efficiently (a list of the Business Days is Available on the website 5

7 Central Administration Agent Citibank Europe plc, Luxembourg Branch, 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg. CHF the legal currency of the Swiss Confederation. CSSF the Commission de Surveillance du Secteur Financier, i.e. the Luxembourg Financial Supervisory Authority. Commodity Act The United States Commodity Exchange Act of 1936, as amended. Company Columbia Threadneedle SICAV-SIF, a Luxembourg public liability company ( société anonyme ) qualifying as an investment company with variable share capital specialised investment fund ( société d investissement à capital variable fonds d investissement spécialisé ) under the SIF Law, having its registered office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg and registered at the Luxembourg Trade and Companies Register under registration reference B Cut-Off Time the cut-off time for subscription orders, redemption orders and conversions orders, as described for each Fund in the relevant Supplement. Depositary Citibank Europe plc, Luxembourg Branch, 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg. Directors the members of the Board. EEA European Economic Area that comprises theeu, Iceland, Liechtenstein and Norway. EMIR Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. EU European Union. Euro or EUR the legal currency of the European Monetary Union. Europe EEA and Switzerland. Eurozone the region comprised of the member states of the EU that adopt the single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the EU. FATCA the United States Foreign Account Tax Compliance Act of Fund a compartment, i.e. a segregated portfolio of assets of the Company, within the meaning of article 71(1) of the SIF Law, represented by one or more Share Classes and to which specific assets and liabilities of the Company may be allocated and which is invested in accordance with the specific investment objective applicable thereto. GBP the legal currency of the United Kingdom. General Part the general part of this Prospectus. Group of Companies companies belonging to the same body of undertakings and which must draw up consolidated accounts in accordance with Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts and according to recognised international accounting rules or would be required to do so if they were located in the EU. Investment Company Act the United States Investment Company Act of 1940, as amended. Investment Grade securities rated within the four highest rating categories as determined by Moody s or S&P or that have an equivalent rating band by another nationally recognised statistical rating organisation, or are unrated and believed to be of equivalent quality in the opinion of the Board, of the AIFM, or of the relevant Portfolio Manager. Investor an investor who desires to subscribe or has subscribed to Shares. Manager Directors and other persons who intervene in the management of the Company, the AIFM and/or the Portfolio Manager. Member State a member state of the European Union. Mémorial the Mémorial C, Recueil des Sociétés et Associations, the official gazette of the Grand Duchy of Luxembourg. MiFID Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as amended. Money Market Instruments instruments normally dealt in on the money market which are liquid and have a value which can be accurately determined at any time. Moody s Moody s Investors Service. Net Asset Value or NAV the net asset value of the Company or, as the case may be, Fund, Share Class or Share, determined in accordance with the relevant provisions described in section "Determination of Net Asset Value" of the General Part of this Prospectus. Operating Expenses the expenses incurred in the operation of the Company and the Funds, including such elements as defined in the section with the heading Fees and Expenses in the General Part of this Prospectus, charged in relation to each Share Class within each Fund at such rate as described in the relevant Fund s Supplement. OECD the Organisation for Economic Cooperation and Development. Other Regulated Market market which is regulated, operates regularly and is recognised and open to the public, namely a market (i) that meets the following cumulative criteria: liquidity; multilateral order matching (general matching of bid and ask prices in order to establish a single price); transparency (the circulation of complete information in order to give clients the possibility of tracking trades, thereby ensuring that their orders are executed on current conditions); (ii) on which the securities are dealt in at a certain fixed frequency; (iii) which is recognised by a State or by a public 6

8 authority which has been delegated by that state or by another entity which is recognised by that state or by that public authority such as a professional association; and (iv) on which the securities dealt are accessible to the public. Other State any state recognised by the OECD which is not a Member State. OTC over-the-counter. Performance Fee fee that may be payable to the Portfolio Manager in relation to the performance of a Fund s Net Asset Value; when applicable, it is determined in such manner and charged at such rate/to such Share Class(es) as described in the relevant Fund s Supplement; this fee shall be channelled to the Portfolio Manager through the AIFM. Portfolio Manager the portfolio manager of a Fund, as defined in the relevant Supplement. Private Placement Agent the AIFM acting as the private placement agent for the Shares of a Fund. Professional Investor an investor that is considered to be a professional client or may, on request, be treated as a professional client within the meaning of Annex II to MiFID. Prohibited Investor any person prohibited to become a Shareholder, being: Regulated Market a regulated market as defined in MiFID, namely a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID. An updated list of Regulated Markets is available at: 11:EN:PDF Securities Act the United States Securities Act of 1933, as amended. SEK the legal currency of Sweden. SGD the legal currency of Singapore. Share Class a class of Shares of the Company. Shareholders the shareholders of the Company. Shares shares of the Company of no par value each designated into different Share Classes with reference to the Funds of the Company. (i) (ii) (iii) (iv) (v) (vi) any Investor which does not qualify as a Well-Informed Investor; any US Person; any person in breach of the law or requirement of any country or governmental authority; any person in circumstances which in the opinion of the Board might result in the Company or the AIFM incurring any liability to taxation or suffering any other pecuniary disadvantage which the Company or the AIFM might not otherwise have incurred or suffered; any person in circumstances which, in the opinion of the Board, may cause detriment to the Company or the AIFM or to the Shareholders; and any person that shall not, in the opinion of the Board or the AIFM, be admitted as a Shareholder in the Company or a specific Fund or a specific Share Class. SICAV société d investissement à capital variable, i.e. investment company with variable capital. SIF UCI qualifying as a specialised investment fund under the SIF Law. SIF Law the Luxembourg law of 13 February 2007 relating to specialised investment funds, as amended. Subscription Price the subscription price per Share of each Share Class in respect of each Fund, calculated in accordance with the methodology set out under the section with the heading Purchase of Shares in General Part of this Prospectus. Supplement the relevant supplement to the Prospectus. S&P Standard and Poor s Corporation. Prospectus the prospectus of the Company, including any Supplement, as may be amended from time to time. Reference Currency the currency in which the Company, a Fund, or a Share Class is denominated. For the avoidance of doubt, the Reference Currency of the Company is USD. Registrar and Transfer Agent International Financial Data Services (Luxembourg) S.A., 47, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. Transferable Securities shares and other securities equivalent to shares; bonds and other debt instruments; any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange with the exclusion of techniques and instruments; and loan participations. UCI an undertaking for collective investment, i.e. undertaking the sole objective of which is the collective investment in securities, financial instruments and/or other assets. 7

9 UCITS an UCI in Transferable Securities under Article 1 (2) of the UCITS Directive. UCITS Directive 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 UCITS, as may be amended. UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland, its territories and possessions. US or United States the United States of America, including its territories and possessions. USD, US$, US Dollar the legal currency of the United States of America. US Person any person who either (a) is a US Person as defined in Regulation S promulgated under the Securities Act, or (b) is not a Non- United States person as defined in Rule 4.7 under the Commodity Act, or (c) is a US Person for US federal income tax purposes. Details on each of these terms, as at the date of this Prospectus, are set forth below. US Person, as defined in Regulation S under the Securities Act means: (a) (b) (c) (d) any natural person resident in the United States; any partnership or corporation organised or incorporated under the laws of the United States; any estate of which any executor or administrator is a US Person; any trust of which any trustee is a US Person; (b) (c) (d) (e) (f) any estate of which any professional fiduciary acting as executor or administrator is a US Person if: (i) (ii) an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the assets of the estate; and the estate is governed by non-us law; any trust of which any professional fiduciary acting as trustee is a US Person, if a trustee who is not a US Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person; an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; any agency or branch of a US Person located outside the United States if: (i) (ii) the agency or branch operates for valid business reasons; and the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; or the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organisations, their agencies, affiliates and pension plans. (e) (f) (g) (h) any agency or branch of a non-us entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer, or other fiduciary for the benefit or account of a US Person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or if an individual, resident in the United States; and any partnership or corporation if: (1) organised or incorporated under the laws of any non-us jurisdiction; and (2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts; Notwithstanding the foregoing, US Person as defined in Regulation S under the Securities Act does not include: (a) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-us Person by a dealer or other professional fiduciary organised, incorporated, or, if an individual, resident in the United States; Non-United States Person as defined in Rule 4.7 under the Commodity Act means: (a) (b) (c) (d) a natural person who is not a resident of the United States; a partnership, corporation or other entity, other than an entity organised principally for passive investment, organised under the laws of a non-us jurisdiction and which has its principal place of business in a non-us jurisdiction; an estate or trust, the income of which is not subject to United States income tax regardless of source; an entity organised principally for passive investment such as a commodity pool, investment company or other similar entity, provided that (i) units of participation in the entity held by persons who do not qualify as either Non-United States persons or otherwise as qualified eligible persons as defined in Rule 4.7 under the Commodity Act represent in the aggregate less than 10% of the beneficial interest in the entity; and (ii) the entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non-United States persons in a commodity pool with respect to which the operator is exempt from certain requirements of the Commodity Act by virtue of its participants being Non-United States persons; and 8

10 (e) a pension plan for the employees, officers or principals of an entity organised and with its principal place of business outside the United States. confirmation, that he/she has the expertise, experience and knowledge to appreciate in an adequate way the investment made in the Company; US Person for purposes of the FATCA (U.S. Internal Revenue Code Section 1471 et. seq.) means: (a) with respect to individuals, a US citizen or resident alien within the meaning of the US federal income tax purposes, including a lawful permanent resident ( green card holder ); and, (b) Managers. Words importing the singular shall, where the context permits, include the plural and vice-versa. (b) with respect to persons other than individuals: (i) (ii) (iii) (iv) a corporation or partnership (including any entity treated as a corporation or partnership for US federal income tax purposes) created or organised in the US or under the laws of the US or of any state (including the District of Columbia); a trust if (A) a US court is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable regulations to be treated as a US Person for US federal income tax purposes; or an estate the income of which is subject to US federal income taxation regardless of its source; or the United States government (including an agency or instrumentality thereof), a State (including an agency or instrumentality thereof), or the District of Columbia (including an agency or instrumentality thereof). Valuation Date a day on which: (i) (ii) the Net Asset Value of the Company, its Funds, Share Classes and Shares is determined; and an Investor may subscribe, redeem or convert Shares, as further specified in each Supplement. The Valuation Dates for a Fund are indicated in the Fund s specific Supplement. Well-Informed Investor well-informed investor within the meaning of article 2 of the SIF Law, i.e.: (a) an institutional investor, a Professional Investor as well as any other investor who fulfils the following conditions: (i) (ii) the investor has declared in writing the investor s adhesion to the well-informed investor status; and (1) the investor has invested a minimum of EUR 125,000 in the Company, or; (2) the investor has obtained from a credit institution within the meaning of Directive 2006/48/EC, an investment firm within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2009/65/EC a written 9

11 GENERAL PART 1. Prospectus This Prospectus is separated into a General Part and one or more Supplements, all being equally part of this Prospectus. The contents described in this General Part apply unless derogatory provisions as set out in such Supplements apply. The specific provisions of the Supplements shall prevail over the provisions of this General Part. 2. The Company The Company is a Luxembourg public liability company ( société anonyme ) qualifying as an investment company with variable share capital specialised investment fund ( société d investissement à capital variable fonds d investissement spécialisé ) under the SIF Law and as an AIF under the AIFM Law. The corporate capital of the Company corresponds to the Net Asset Value of the Company. The Company s registered office is at 31, Z.A. Bourmicht, L-8070 Bertrange. The Company was incorporated for an unlimited period of time on 9 January 2013 by a deed of Maître Marc Loesch, notary residing in Mondorf-les-Bains, Grand Duchy of Luxembourg. This deed, including the Articles, was published in the Mémorial on 28 January The Company is recorded at the Luxembourg Trade and Companies Register under registration reference B Umbrella Structure The Company has adopted an umbrella structure and may hence be constituted with multiple compartments within the meaning of article 71 of the SIF Law, each compartment (referred to as a Fund in this document) corresponding to a distinct part of the assets and liabilities of the Company. The investment objective and policies of the Company and its Funds may be changed without a vote of its Shareholders. If there is a relevant and material change in the Company s and/or a Fund s investment objective or policies, Shareholders should consider whether the Company remains an appropriate investment in light of their then current financial position and needs. The Company will amend the Prospectus to reflect any change in its investment objective and policies and/or in a Fund s investment objective and policies as set out in this Prospectus. Shareholders will be notified in an appropriate manner of any relevant and material changes to the Company s and/or a Fund s investment objective and policy. 6. Investment Restrictions The Company is subject to and will conduct its investment operations in compliance with the following general investment restrictions. However, a Fund may be subject to different, more detailed or additional investment restrictions than those provided below, in which case such different, more detailed or additional restrictions are disclosed in the relevant Supplement. Investments of the Company will be made in accordance with the principle of risk diversification. (a) A Fund will not invest more than 30% of its gross assets in securities of the same type issued by the same issuer. This restriction does not apply to: investments in securities issued or guaranteed by an OECD member state or its regional or local authorities or by EU, regional or global supranational institutions and bodies; or investments in UCIs which are subject to risk diversification requirements at least comparable to those applicable to SIFs. 4. Securities Issued by the Company The Company will issue Shares. Shares may be issued, within each Fund, in different Share Classes, having different characteristics, inter alia, different distribution policies or charging structures, as further detailed in this Prospectus and in the relevant Supplement. 5. Investment Objective and Policy The investment objective and investment policy of each Fund are described in the relevant Fund s Supplement. There can be no assurance or guarantee that a Fund s investments will be successful or its investment objectives will be achieved. Please refer to the Risk Considerations sections in this General Part and in the relevant Fund s Supplement for a description of the factors that should be considered prior to and when investing in that Fund. Shareholders shall, to the extent required by the SIF Law or imposed by the CSSF, be notified in writing of any material changes to a Fund(s) s investment objective and policy, prior to such material changes becoming effective. (b) (c) (d) For the application of this restriction, each compartment of a target UCI with an umbrella structure is to be considered as a separate issuer, provided that the principle of segregation of liabilities of the different compartments of such target UCI in relation to third parties is ensured. Short sales may not, in principle, have as a consequence that a Fund holds a short position on securities of the same type issued by the same issuer representing more than 30% of its assets. In case of use of financial derivative instruments, a Fund must ensure, via appropriate diversification of the underlying assets, a similar level of risk-spreading. Each Fund may borrow up to such proportion of its net assets as disclosed in the relevant Supplement with no restriction in respect of the intended use thereof. Unless otherwise provided for in the relevant Supplement, a Fund may use the full range of financial markets capability and innovation to achieve the most efficient form of borrowing or leverage, as detailed in the relevant Supplement. This could include, but is not limited to, direct borrowing through margin lending, via repo or stock/loan markets and via the embedded leverage of 10

12 using exchange traded and over-the-counter derivatives where only a fraction of the capital exposure is required in margin form. The diversification restrictions above and those provided in the relevant Supplement may be departed from for a period of twelve months after the launch of a Fund. The restrictions set forth above and those provided in the relevant Supplement shall only be applicable at the time when the relevant investment is made. If any such restrictions are exceeded as a result of the exercise of subscription rights or as a result of any events other than the making of investments, the situation shall be remedied taking due account of the interest of the Shareholders. The Funds may hold ancillary liquid assets and, in exceptional and temporary circumstances, may hold liquid assets in excess of the above restrictions, provided that the Company, the AIFM or the relevant Portfolio Manager considers this to be in the best interests of the Shareholders. 7. Investments by a Fund into another Fund Investments by a Fund into another Fund are allowed, provided that they are done in compliance with the conditions set-out at article 71(8) of the SIF Law, namely: the target Fund does not, in turn, invest in the Fund invested in this target Fund; and voting rights, if any, attaching to the relevant Shares of the target Fund are suspended for as long as they are held by the Fund concerned and without prejudice to the appropriate processing in the accounts and the periodic reports; and in any event, for as long as these Shares of the target Fund are held by the Company, their value will not be taken into consideration for the calculation of the net assets of the Company for the purposes of verifying the minimum threshold of the net assets imposed by the SIF Law (see section 23 of the General Part of this Prospectus). 8. Risk Considerations Investment in the Company and any of its Funds entails a degree of risk. The Company is intended for long-term investors who can accept the risks associated with investing in the Company as further indicated in the relevant Supplement. It is important to keep in mind one of the main principles of investing: the higher the risk, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. The Net Asset Value of Shares changes with the value of the relevant Fund s investments and the Net Asset Value of Shares can therefore go down as well as up. Investors may lose money by investing in any Fund. Investors should be aware of currency risk and the risks associated with the management techniques that are expected to be employed by the Portfolio Manager for the account of a Fund. The Portfolio Manager may engage a Fund in investment techniques for specific investment management purposes. These investment techniques may involve additional specific risks of which the Investor should be aware. While some risks will be more relevant to certain investments, Investors should ensure that they understand all the risks discussed in this Prospectus, insofar as they may relate to the Company and the Fund in which they are invested. Investors should read all the Risk Considerations to determine their applicability to a specific Fund and underlying Share Class in which they intend to invest. The following Risk Considerations detail risks associated with an investment in the Company generally (irrespective of the specific Fund invested in by the Investor), which Investors are encouraged to discuss with their professional advisers. It does not purport to be a comprehensive summary of all of the risks associated with an investment in the Company generally (irrespective of the specific Fund invested in by the Investor) and should be read in conjunction with any additional risk factors detailed in the relevant Fund s Supplement (if applicable). 8.1 General Risks Issuers are generally subject to different accounting, auditing and financial reporting standards in different countries. The volume of trading, the volatility of prices and the liquidity of issuers may vary as may government supervision and regulation of securities exchanges, securities dealers and companies. The laws of some countries may limit the Company s ability to invest in securities of certain issuers located in those countries or to repatriate amounts so invested. Different markets also have different clearance and settlement procedures. Delays in settlement could result in temporary periods when a portion of the assets of the Company is not invested and no return is earned thereon or the Company could miss attractive investment opportunities. Inability to dispose of securities due to settlement problems could result either in losses due to subsequent declines in value of the portfolio security or, if the Company has entered into a contract to sell the security, could result in possible liability to the purchaser. Certain markets may require payment for securities to be made before delivery, subjecting the Share Class concerned with the accompanying credit risk. Investments (particularly those made in emerging markets) may be adversely affected by the possibility of expropriation or confiscatory taxation, imposition of withholding taxes on dividend or interest payments, limitations on the removal of funds or other assets, political or social instability or diplomatic developments. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Investors should be aware that there exists no legal segregation of assets between different Share Classes within the same Fund. Therefore, in case that the net assets attributable to a Share Class of a Fund are not sufficient to cover the charges and expenses relating to such specific Share Class 11