S I M P L I F I E D P R O S P E C T U S JUNE 2010 Subscriptions may only be carried out on the basis of this simplified prospectus or the full prospectus, dated February 2010. This prospectus must be distributed along with the latest annual report and semi-annual report, if the latter is more recent than the annual report. A description of the historical performance of the various sub-funds is attached to this prospectus. Subscription, conversion and redemption forms may be obtained on request from: - the registered office of the SICAV, at 14, boulevard Royal, L-2449 Luxembourg - the sub-delegated Transfer Agent, European Fund Administration, 2, rue d Alsace, B.P. 1725, L-1017 Luxembourg. Shares of the SICAV are listed on the Luxembourg Stock Exchange from the time of issue. - 1 -
TABLE OF CONTENTS REYL (LUX) GLOBAL FUNDS EUROPEAN EQUITIES...3 THE SICAV...3 THE SUB-FUND...3 CONTACT...7 REYL (LUX) GLOBAL FUNDS NORTH AMERICAN EQUITIES...8 THE SICAV...8 THE SUB-FUND...8 CONTACT...12 REYL (LUX) GLOBAL FUNDS EMERGING MARKETS EQUITIES...13 THE SICAV...13 THE SUB-FUND...13 CONTACT...17 REYL (LUX) GLOBAL FUNDS ELITE FRANCE-EUROPE...18 THE SICAV...18 THE SUB-FUND...18 CONTACT...20 REYL (LUX) GLOBAL FUNDS EUROPE LOW VOL...22 THE SICAV...22 THE SUB-FUND...22 CONTACT...26 REYL (LUX) GLOBAL FUNDS EMERGING DEBT OPPORTUNITIES...27 THE SICAV...27 THE SUB-FUND...27 CONTACT...33 REYL (LUX) GLOBAL FUNDS EUROPEAN OPPORTUNITIES...34 THE SICAV...34 THE SUB-FUND...34 CONTACT...38 Information Concerning Historical Performance, Portfolio Turnover Rate And Total Expense Ratio At 31 December 2009...40-2 -
REYL (LUX) GLOBAL FUNDS EUROPEAN EQUITIES THE SICAV Incorporation date > 19 December 2002 Country of registration > Luxembourg Legal structure > SICAV Term > Indefinite Distributor > REYL & CIE S.A., Geneva Management Company > CONVENTUM ASSET MANAGEMENT, Luxembourg Custodian and Central Administration Central Administration subcontractor > BANQUE DE LUXEMBOURG, S.A., Luxembourg > EUROPEAN FUND ADMINISTRATION, S.A., Luxembourg Statutory auditor > ERNST & YOUNG, Luxembourg Supervisory Authority > Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority), Luxembourg THE SUB-FUND Manager > REYL ASSET MANAGEMENT S.A., Geneva ISIN codes > LU0160155981 (B class in EUR) LU0187395347 (C class in CHF) LU0424800968 (D class in USD) LU0268506903 (F class in EUR) LU0375629556 (I class in EUR) LU0424801008 (H class in EUR) Telekurs > CH 1530792 (B class in EUR) CH 1802481 (C class in CHF) CH 10121191 (D class in USD) CH 2703506 (F class in EUR) CH 4367085 (I class in EUR) CH 10121194 (H class in EUR) Listing on the Luxembourg Stock Exchange > YES INVESTMENT POLICY Objective of the sub-fund > The objective of the - EUROPEAN EQUITIES sub-fund is to select stocks with attractive performance potential, which will provide the sub-fund with a high return over the long term. It is a dynamic fund seeking to optimise performance via a diversified portfolio of shares of companies that have their registered office in Europe or that carry out the majority of their business in Europe or holding companies with significant stakes in companies with - 3 -
their registered office in Europe. Investors attention is drawn to the fact that the management style (see below) is discretionary; therefore the portfolio will never seek to replicate the composition of a benchmark in terms of country or sector allocation. Stock selection is carried out using an in-house quantitative model based on fundamental and statistical approaches. The method developed does not aim to replicate a European equity index and thus automatically implies substantial deviations vis-à-vis such indices in terms of performance. The model s simulations over long periods (10 to 12 years) demonstrate significant levels of de-correlation in different market cycles. Investment policy > A minimum of 75% of the net assets of the REYL (Lux) GLOBAL FUNDS - EUROPEAN EQUITIES sub-fund shall be invested, directly or indirectly through derivative instruments, in the shares of companies that have their registered office in a Member State of the European Union, Norway or Iceland and that are subject to standard corporation tax or to an equivalent tax. Valuation of derivative products Reference currency > EUR With respect to the remaining 25% of the net assets, the REYL (Lux) GLOBAL FUNDS - EUROPEAN EQUITIES sub-fund may also invest in fixed income instruments, such as bonds and convertible bonds, when market conditions render such investments necessary. In compliance with point 3.1.e, the - EUROPEAN EQUITIES sub-fund may invest up to 10% of its net assets in units of UCITS or other UCIs. These UCITS or UCIs may, where applicable, be managed by the management company or an affiliated company. Furthermore, - EUROPEAN EQUITIES may hold cash on an ancillary and temporary basis and may also, subject to the regulatory limits, use derivatives for the purpose of hedging or optimising the portfolio s exposure via the purchase and sale of options, warrants and futures on indices and individual securities, as well as swaps, in particular contracts for difference on indices and individual securities concluded with first-class financial institutions specialised in these types of transactions. > The valuation method for derivatives must be approved by the SICAV s Board of Directors and checked by the statutory auditor during the annual audit of the SICAV s accounts. In particular, the valuation of contracts for difference corresponds to the valuation of the underlying asset, with the unrealised gain/loss and interest payable or receivable being taken into account. Risk profile > Risk/return ratio: 5 (1= very low, 5=very high) Investor profile > Investment horizon: > 3-5 years As shareholders, investors provide the company with capital with which to finance its activities. Investing in shares involves participating in the development of a company's business. The investor can thus benefit from the company's performance potential. However, the stock markets may experience unforeseeable fluctuations in the short term or even a downturn that could last several years. The attention of investors is drawn to the fact that they may not recover the total value of their invested capital. The investment policy of the sub-fund is intended for investors who have an interest in the financial markets and who are seeking longterm capital gains. Investors should be prepared to accept significant - 4 -
losses due to price fluctuations on the equity markets. SUBSCRIPTION, REDEMPTION AND CONVERSION FEES PAYABLE BY THE SHAREHOLDER Subscription fee > Maximum 5% of the amount subscribed, payable to the distributors Redemption fee > None Conversion fee > None FEES AND EXPENSES PAYABLE BY THE SUB-FUND Management fee > The management fee differs according to the share class to which it applies. For the B and C share classes: 1.50% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the D and H share classes: 1.75% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the F share class: 2% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the I share classes: 1% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. Class I shares are intended exclusively for institutional investors as defined in Article 129 of the Law of 20 December 2002. They are issued as accumulation shares. Performance fees > The performance fee is accrued on each NAV calculation day and payable at the end of each quarter. It is calculated as follows: 1. For each quarter in which the performance of the sub-fund exceeds the hurdle rate (minimum rate of return required) calculated pro rata temporis (the outperformance ), a fee of 15% of the outperformance is payable, provided that the conditions laid down in paragraph 4 are met. 2. The sub-fund s performance for each share class concerned equals the difference between the NAV per share at the end of the quarter in question ( final NAV ) and that at the end of the previous quarter ( initial NAV ), expressed as a percentage (the performance ). For the first quarter for which this performance fee is calculated, the initial NAV is equal to the price per share of the share class in question at 25 April 2008. 3. Given that the management approach applied to the sub-fund does not involve replicating a European equity index and thus automatically implies significant performance deviations in terms of geographic, sectoral and market cap allocation and that, furthermore, the fund reserves the right to use hedging instruments to control its directional trend, the hurdle rate is fixed each calendar year for each share class in question at - 5 -
8% above the NAV per share of 31 December of the previous year. For the first time that this performance fee is calculated, the hurdle rate is fixed at 5.45% above the NAV per share of 25 April 2008. 4. The performance fee is payable only if (1) the performance exceeds the hurdle rate calculated pro rata temporis and (2) the final NAV per share is greater than the highest historic final NAV per share (the high watermark principle); in this case, the performance fee is paid on the difference between the final NAV per share and the high watermark. In the event that the performance exceeds the hurdle rate calculated pro rata temporis yet the final NAV per share is lower than the highest historic final NAV per share, no performance fee is applied. In the event that the performance does not exceed the hurdle rate calculated pro rata temporis yet the final NAV per share is greater than the highest historic final NAV per share, no performance fee is applied. In the event that the performance does not exceed the hurdle rate calculated pro rata temporis and the final NAV per share is lower than the highest historic final NAV per share, no performance fee is applied. Custodian fee (excluding transaction costs and correspondents fees) > Max. 0.13% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum of EUR 15,000 payable per annum. Other management company fees, including Central Administration fees > Max. 0.30% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum not exceeding EUR 110,000 payable per annum. Other fees and expenses > The sub-fund shall pay other operating expenses. Details on the operating expenses can be found in Article 30 of the Articles of Association. TAX REGIME Taxation of the SICAV > No duty or tax is payable in Luxembourg, with the exception of: a one-off tax payable at the time of incorporation and a taxe d abonnement (Luxembourg subscription tax) of 0.05% per annum. The net assets invested in UCIs already subject to this taxe d abonnement are exempt from this tax. Class I benefits from a reduced taxe d abonnement of 0.01%. Taxation of shareholders > Shareholders are advised to consult their tax advisor with regard to the laws and regulations applicable in their country of origin, residence and domicile. DISTRIBUTION OF SHARES Minimum initial subscription > For class B: EUR 100,000 For class C: CHF 100,000 For class D: USD 50,000 For class F: none For class I: EUR 3,000,000-6 -
For class H: EUR 50,000 For all subscriptions received on a given valuation day, the Board of Directors may decide to accept subscriptions without enforcing the minimum initial subscription amount and thus accept subscriptions for amounts below the minimum. Subscriptions, redemptions and conversions > Subscription, redemption and conversion requests received before 12:00 the day before a valuation day are accepted at the NAV of that valuation day, subject to the payment of fees as detailed above. Subscriptions and redemptions must be paid in full no later than three business days following the valuation day. Type/classes of shares > Shares: accumulation shares issued in EUR (class B, F or H), CHF (class C), USD (class D) or accumulation shares issued in EUR intended exclusively for institutional investors (class I). Class I shares are only issued in the form of registered certificates. Shares of other classes may be issued in bearer or registered form. Shares may be issued in fractions of up to one thousandth of a share, as single units or in the form of collective certificates, which, in the case of bearer certificates, may represent 5, 10 or 100 shares. Fractions of bearer shares may not be physically delivered; they shall remain in custody with the Custodian in a securities account to be opened for this purpose. Valuation day > Each bank business day in Luxembourg ( Evaluation Day ). Publication of the NAV > At the registered office of the SICAV and on Bloomberg and Reuters. CONTACT Subscriptions, redemptions and conversions Requesting documentation > EFA REGISTRAR Tel: +352 48 48 80 831 Fax: +352 48 65 61 8002 > REYL & CIE S.A., Geneva Tel: +41 22 816 8700 Fax: +41 22 816 8701 Email: funds@reyl.ch Website: www.reyl.ch - 7 -
REYL (LUX) GLOBAL FUNDS NORTH AMERICAN EQUITIES THE SICAV Incorporation date > 19 December 2002 Country of registration > Luxembourg Legal structure > SICAV Term > Indefinite Distributor > REYL & CIE S.A., Geneva Management Company > CONVENTUM ASSET MANAGEMENT, Luxembourg Custodian and Central Administration Central Administration subcontractor > BANQUE DE LUXEMBOURG, S.A., Luxembourg > EUROPEAN FUND ADMINISTRATION, S.A., Luxembourg Statutory auditor > ERNST & YOUNG, Luxembourg Supervisory Authority > Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority), Luxembourg THE SUB-FUND Manager > REYL ASSET MANAGEMENT S.A., Geneva ISIN code Telekurs > > LU0160156013 (B class in USD) LU0268507117 (E class in EUR) LU0268507380 (G class in EUR) LU0353281818 (F class in USD) LU0375630729 (I class in USD) LU0424801180 (H class in USD) CH 1530802 (B class in USD) CH 2703508 (E class in EUR) CH 2703511 (G class in EUR) CH 3859356 (F class in USD) CH 4367100 (I class in USD) CH 10121196 (H class in USD) Listing on the Luxembourg Stock Exchange > YES INVESTMENT POLICY Objective of the sub-fund > The objective of the - NORTH AMERICAN EQUITIES sub-fund is to select stocks with attractive performance potential, which will provide the sub-fund with a high return over the long term. It is a dynamic fund seeking to optimise performance via a diversified portfolio of shares of companies that have their registered office in the US and Canada or that carry out the majority of their business in this region or holding companies with significant stakes in companies with their registered office in this region. - 8 -
Investors attention is drawn to the fact that the management style (see below) is discretionary; therefore the portfolio will never seek to replicate the composition of a benchmark in terms of country or sector allocation. Stock selection is carried out using an in-house quantitative model based on fundamental and statistical approaches. The attention of investors is drawn to the fact that the method developed does not aim to replicate a North American (US and Canada) equity index and thus automatically implies substantial deviations vis-à-vis such indices in terms of performance. The model s simulations over long periods (10 to 12 years) demonstrate significant levels of de-correlation in different market cycles. Investment policy > At least two thirds of the net assets of the REYL (Lux) GLOBAL FUNDS - NORTH AMERICAN EQUITIES sub-fund shall be invested in the shares of companies that have their registered office in the US and Canada or that carry out the majority of their business in this region or in the shares of holding companies with significant stakes in companies with their registered office in this region. Valuation of derivative products Reference currency > USD With respect to the remaining third of the net assets, the REYL (Lux) GLOBAL FUNDS - NORTH AMERICAN EQUITIES sub-fund may also invest in fixed income instruments, such as bonds and convertible bonds, when market conditions render such investments necessary. In compliance with point 3.1.e, the - NORTH AMERICAN EQUITIES sub-fund may invest up to 10% of its net assets in units of UCITS or other UCIs. These UCITS or UCIs may, where applicable, be managed by the management company or an affiliated company. Furthermore, - NORTH AMERICAN EQUITIES may hold cash on an ancillary and temporary basis and may also, subject to the regulatory limits, use derivatives for the purpose of hedging or optimising the portfolio s exposure via the purchase and sale of options, warrants and futures on indices and individual securities, as well as swaps, in particular contracts for difference on indices and individual securities concluded with firstclass financial institutions specialised in these types of transactions. > The valuation method for derivatives must be approved by the SICAV s Board of Directors and checked by the statutory auditor during the annual audit of the SICAV s accounts. In particular, the valuation of contracts for difference corresponds to the valuation of the underlying asset, with the unrealised gain/loss and interest payable or receivable being taken into account. Risk profile > Risk/return ratio: 5 (1= very low, 5=very high) As shareholders, investors provide the company with capital with which to finance its activities. Investing in shares involves participating in the development of a company's business. The investor can thus benefit from the company's performance potential. However, the stock markets may experience unforeseeable fluctuations in the short term or even a downturn that could last several years. The attention of investors is drawn to the fact that they may not recover the total value of their invested capital. - 9 -
SUBSCRIPTION, REDEMPTION AND CONVERSION FEES PAYABLE BY THE SHAREHOLDER Subscription fee > Maximum 5% of the amount subscribed, payable to the distributors Redemption fee > None Conversion fee > None FEES AND EXPENSES PAYABLE BY THE SUB-FUND Management fee > The management fee differs according to the share class to which it applies. For the B and E share classes: 1.50% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the H share class: 1.75% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the G and F share classes: 2% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the I share classes: 1% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. Class I shares are intended exclusively for institutional investors as defined in Article 129 of the Law of 20 December 2002. They are issued as accumulation shares. Performance fees > The performance fee is accrued on each NAV calculation day and payable at the end of each quarter. It is calculated as follows: 1. For each quarter in which the performance of the sub-fund exceeds the hurdle rate (the minimum rate of return required) calculated pro rata temporis (the outperformance ), a fee of 15% of the outperformance is payable, provided that the conditions laid down in paragraph 4 are met. 2. The sub-fund s performance for each share class concerned equals the difference between the NAV per share at the end of the quarter in question ( final NAV ) and that at the end of the previous quarter ( initial NAV ), expressed as a percentage (the performance ). For the first quarter for which this performance fee is calculated, the initial NAV is equal to the price per share of the share class in question at 25 April 2008. 3. Given that the management approach applied to the subfund does not involve replicating a North American equity index and thus automatically implies significant performance deviations in terms of geographic, sectoral and market cap allocation and that, furthermore, the fund reserves the right to use hedging instruments to control its directional trend, the hurdle rate is fixed each calendar year for each share class in question at 8% above the NAV per share of 31 December of the previous year. For the first time that this performance fee is calculated, the hurdle rate is fixed at - 10 -
5.45% above the NAV per share of 25 April 2008. 4. The performance fee is payable only if (1) the performance exceeds the hurdle rate calculated pro rata temporis and (2) the final NAV per share is greater than the highest historic final NAV per share (the high watermark principle); in this case, the performance fee is paid on the difference between the final NAV per share and the high watermark. In the event that the performance exceeds the hurdle rate calculated pro rata temporis yet the final NAV per share is lower than the highest historic final NAV per share, no performance fee is applied. In the event that the performance does not exceed the hurdle rate calculated pro rata temporis yet the final NAV per share is greater than the highest historic final NAV per share, no performance fee is applied. In the event that the performance does not exceed the hurdle rate calculated pro rata temporis and the final NAV per share is lower than the highest historic final NAV per share, no performance fee is applied. Custodian fee (excluding transaction costs and correspondents fees) Other management company fees and Central Administration fees > Max. 0.13% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum of EUR 15,000 payable per annum. > Max. 0.35% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum not exceeding EUR 120,000 payable per annum. Other fees and expenses > The sub-fund shall pay other operating expenses. Details on the operating expenses can be found in Article 30 of the Articles of Association. TAX REGIME Taxation of the SICAV > No duty or tax is payable in Luxembourg, with the exception of: a one-off tax payable at the time of incorporation and a taxe d abonnement (Luxembourg subscription tax) of 0.05% per annum. The net assets invested in UCIs already subject to this taxe d abonnement are exempt from this tax. Class I benefits from a reduced taxe d abonnement of 0.01%. Taxation of shareholders > Shareholders are advised to consult their tax advisor with regard to the laws and regulations applicable in their country of origin, residence and domicile. DISTRIBUTION OF SHARES Minimum initial subscription > For class B: USD 100,000 For class E: EUR 100,000 For class G: none For class F: none For class I: USD 3,000,000 For class H: USD 50,000 For all subscriptions received on a given valuation day, the Board of Directors may decide to accept subscriptions without enforcing the minimum initial subscription amount and thus accept subscriptions for amounts below the minimum. - 11 -
Subscriptions, redemptions and conversions > Subscription, redemption and conversion requests received before 12:00 the day before a valuation day are accepted at the NAV of that valuation day, subject to the payment of fees as detailed above. Subscriptions and redemptions must be paid in full no later than three business days following the valuation day. Type/classes of shares > Shares: accumulation shares issued in USD (class B, F or H), EUR (class E or G) or accumulation shares issued in USD intended exclusively for institutional investors (class I). Class I shares are only issued in the form of registered certificates. Shares of other classes may be issued in bearer or registered form. Shares may be issued in fractions of up to one thousandth of a share, as single units or in the form of collective certificates, which, in the case of bearer certificates, may represent 5, 10 or 100 shares. Fractions of bearer shares may not be physically delivered; they shall remain in custody with the Custodian in a securities account to be opened for this purpose. Valuation day > Each bank business day in Luxembourg ( Evaluation Day ). Publication of the NAV > At the registered office of the SICAV and on Bloomberg and Reuters. CONTACT Subscriptions, redemptions and conversions Requesting documentation > EFA REGISTRAR Tel: +352 48 48 80 831 Fax: +352 48 65 61 8002 > REYL & CIE S.A., Geneva Tel: +41 22 816 8700 Fax: +41 22 816 8701 Email: funds@reyl.ch Website: www.reyl.ch - 12 -
REYL (LUX) GLOBAL FUNDS EMERGING MARKETS EQUITIES THE SICAV Incorporation date > 19 December 2002 Country of registration > Luxembourg Legal structure > SICAV Term > Indefinite Distributor > REYL & CIE S.A., Geneva Management Company > CONVENTUM ASSET MANAGEMENT, Luxembourg Custodian and Central Administration Central Administration subcontractor > BANQUE DE LUXEMBOURG, S.A., Luxembourg > EUROPEAN FUND ADMINISTRATION, S.A., Luxembourg Statutory auditor > ERNST & YOUNG, Luxembourg Supervisory Authority > Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority), Luxembourg THE SUB-FUND Manager > REYL ASSET MANAGEMENT S.A., Geneva ISIN codes Telekurs > > LU0160155395 (B class in USD) LU0424800372 (F class in USD) LU0424800539 (J class in CHF) LU0424800612 (L class in EUR) CH 1530813 (B class in USD) CH 10121178 (F class in USD) CH 10078792 (J class in CHF) CH 10078787 (L class in EUR) Listing on the Luxembourg Stock Exchange > YES INVESTMENT POLICY Objective of the sub-fund > The main objective of the - EMERGING MARKETS EQUITIES sub-fund is to facilitate shareholders access to the emerging or developing financial markets while seeking long-term capital appreciation via a diversified portfolio of shares of companies traded on the main regulated markets of the emerging and developing countries. Investment policy > At least two thirds of the net assets of the REYL (Lux) GLOBAL FUNDS - EMERGING MARKETS EQUITIES sub-fund shall be invested, without restrictions in terms of sector allocation, directly or indirectly through derivative instruments, in the shares of companies that have their registered office or that carry out the majority of their business in an emerging or developing country, whether in Latin America, Asia (excluding Japan), Eastern Europe, the Middle East or Africa, or in the shares of holding companies with significant stakes in - 13 -
Valuation of derivative products Reference currency > USD companies with their registered office in these areas. Certain markets in these areas are currently not considered as regulated markets and investments in these markets, together with investments in unlisted securities, must not exceed 10% of the net assets. Russia is one such unregulated market, with the exception of the Russian Trading System Stock Exchange ( RTS Stock Exchange ) and the Moscow Interbank Currency Exchange ( MICEX ), both of which are considered as regulated Russian markets on which direct investments may exceed 10% of the net assets. Investors attention is drawn to the fact that the operating and supervision conditions of these markets may deviate from the standards that exist on the major international markets. Different types of risk may exist, such as risks linked to legislation, taxation and the currencies of each of these countries, as well as risks linked to investment restrictions, market volatility and low market liquidity and to the quality of the information available. With respect to the remaining third of the net assets, the REYL (Lux) GLOBAL FUNDS - EMERGING MARKETS EQUITIES sub-fund may also invest in fixed income instruments, such as bonds and convertible bonds, when market conditions render such investments necessary. In compliance with point 3.1.e, the - EMERGING MARKETS EQUITIES sub-fund may invest up to 10% of its net assets in units of UCITS or other UCIs. These UCITS or UCIs may, where applicable, be managed by the management company or an affiliated company. Furthermore, - EMERGING MARKETS EQUITIES may hold cash on an ancillary and temporary basis and may also, subject to the regulatory limits, use derivatives for the purpose of hedging or optimising the portfolio s exposure via the purchase and sale of options, warrants and futures on indices and individual securities, as well as swaps, in particular contracts for difference on indices and individual securities concluded with firstclass financial institutions specialised in these types of transactions. > The valuation method for derivatives must be approved by the SICAV s Board of Directors and checked by the statutory auditor during the annual audit of the SICAV s accounts. In particular, the valuation of contracts for difference corresponds to the valuation of the underlying asset, with the unrealised gain/loss and interest payable or receivable being taken into account. Risk profile > Risk/return ratio: 5 (1= very low, 5=very high) As shareholders, investors provide the company with capital with which to finance its activities. Investing in shares involves participating in the development of a company's business. The investor can thus benefit from the company's performance potential. However, the stock markets may experience unforeseeable fluctuations in the short term or even a downturn that could last several years. Furthermore, investors considering the - EMERGING MARKETS EQUITIES sub-fund should note that investments in certain stock exchanges situated in the emerging countries involve higherthan-average risk as a result of higher volatility and lower levels of liquidity. The attention of investors is drawn to the fact that they may not recover - 14 -
the total value of their invested capital. Investor profile > Investment horizon: > 5 years The investment policy of the sub-fund is intended for investors who have an interest in the financial markets and who are seeking longterm capital gains. Investors should be prepared to accept significant losses due to price fluctuations on the equity markets. SUBSCRIPTION, REDEMPTION AND CONVERSION FEES PAYABLE BY THE SHAREHOLDER Subscription fee > Maximum 5% of the amount subscribed, payable to the distributors Redemption fee > None Conversion fee > None FEES AND EXPENSES PAYABLE BY THE SUB-FUND Management fee > For the B, J and L share classes: 1.50% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the F share class: 2.00% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. Performance fees > The performance fee is accrued on each NAV calculation day and payable at the end of each quarter. It is calculated as follows: 1. For each quarter in which the performance of the sub-fund exceeds the minimum return rate ( hurdle rate ), a fee of 15% of the outperformance is payable, provided that the conditions laid down in paragraph 4 are met. 2. The sub-fund s performance for each share class concerned equals the difference between the NAV per share at the end of the quarter in question ( final NAV ) and that at the end of the previous quarter ( initial NAV ), expressed as a percentage (the performance ). Following the share split decided by the EGM of 26 February 2010 and for the first quarter for which this performance fee is calculated after the said decision, the initial NAV is equal to the initial NAV adjusted by the equivalent factor applicable to the share split of 26 February 2010. 3. The sub-fund s performance is not assessed in comparison with any benchmark, as those available are not representative of its management approach. However, an annual performance objective of over 8% is set, against which the performance may be assessed. The hurdle rate is fixed each calendar year and for each share class in question at 8% above the NAV per share at 31 December of the previous year. For the first time that this performance fee is calculated, the hurdle rate is fixed at 5.26% above the NAV per share of 05/05/2009. 4. The performance fee is payable only if (1) the performance exceeds the hurdle rate calculated pro rata temporis and (2) the final NAV per share is greater than the highest historic final NAV per share (the high watermark principle); in this case, the performance fee is paid on the difference between the final NAV per share and the high watermark. - 15 -
In the event that the performance exceeds the hurdle rate calculated pro rata temporis yet the final NAV per share is lower than the highest historic final NAV per share, no performance fee is applied. In the event that the performance does not exceed the hurdle rate calculated pro rata temporis yet the final NAV per share is greater than the highest historic final NAV per share, no performance fee is applied. In the event that the performance does not exceed the hurdle rate calculated pro rata temporis and the final NAV per share is lower than the highest historic final NAV per share, no performance fee is applied. Custodian fee (excluding transaction costs and correspondents fees) Other management company fees, including Central Administration fees > Max. 0.13% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum of EUR 15,000 payable per annum. > Max. 0.30% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum not exceeding EUR 120,000 payable per annum. Other fees and expenses > The sub-fund shall pay other operating expenses. Details on the operating expenses can be found in Article 30 of the Articles of Association. TAX REGIME Taxation of the SICAV > No duty or tax is payable in Luxembourg, with the exception of: a one-off tax payable at the time of incorporation and a subscription tax of 0.05% per annum. The net assets invested in UCIs already subject to this taxe d abonnement are exempt from this tax. Taxation of shareholders > Shareholders are advised to consult their tax advisor with regard to the laws and regulations applicable in their country of origin, residence and domicile. DISTRIBUTION OF SHARES Minimum initial subscription > For class B: USD 100,000 For class F: none For the J class: CHF 100,000 For the L class: EUR 100,000 For all subscriptions received on a given valuation day, the Board of Directors may decide to accept subscriptions without enforcing the minimum initial subscription amount and thus accept subscriptions for amounts below the minimum. Subscriptions, redemptions and conversions > Subscription, redemption and conversion requests received before 12:00 the day before a valuation day are accepted at the NAV of that valuation day, subject to the payment of fees as detailed above. Subscriptions and redemptions must be paid in full no later than three business days following the valuation day. Type/classes of shares > Shares: accumulation shares issued in USD (class B and F), CHF (class J) or EUR (class L). Shares may be issued in bearer or registered form. Shares may be issued in fractions of up to one thousandth of a share, as single units or in the form of collective certificates, which, in the - 16 -
case of bearer certificates, may represent 5, 10 or 100 shares. Fractions of bearer shares may not be physically delivered; they shall remain in custody with the Custodian in a securities account to be opened for this purpose. Valuation day > Each bank business day in Luxembourg ( Evaluation Day ). Publication of the NAV > At the registered office of the SICAV and on Bloomberg and Reuters. CONTACT Subscriptions, redemptions and conversions Requesting documentation > EFA REGISTRAR Tel: +352 48 48 80 831 Fax: +352 48 65 61 8002 > REYL & CIE S.A., Geneva Tel: +41 22 816 8700 Fax: + 41 22 816 8701 Email: funds@reyl.ch Website: www.reyl.ch - 17 -
REYL (LUX) GLOBAL FUNDS ELITE FRANCE-EUROPE THE SICAV Incorporation date > 19 December 2002 Country of registration > Luxembourg Legal structure > SICAV Term > Indefinite Distributor > REYL & CIE S.A., Geneva Management Company > CONVENTUM ASSET MANAGEMENT, Luxembourg Custodian and Central Administration Central Administration subcontractor > BANQUE DE LUXEMBOURG, S.A., Luxembourg > EUROPEAN FUND ADMINISTRATION, S.A., Luxembourg Statutory auditor > ERNST & YOUNG, Luxembourg Supervisory Authority > Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority), Luxembourg THE SUB-FUND Manager > REYL & CIE S.A., Geneva ISIN codes Telekurs > > > LU0215808303 (B class in EUR) LU0353281495 (F class in EUR) CH 2101249 (B class in EUR) CH 3859363 (F class in EUR) Listing on the Luxembourg Stock Exchange > YES INVESTMENT POLICY Objective of the sub-fund > The main objective of the ELITE FRANCE-EUROPE sub-fund is to facilitate shareholders access to the French financial markets while seeking long-term capital appreciation via a portfolio of UCITS and other UCIs invested in French and European equities. Investment policy > The net assets of ELITE FRANCE- EUROPE shall be invested exclusively and permanently in French UCITS and other UCIs eligible for the French Equity Savings Plan or European UCITS and other UCIs that comply with the provisions of European Directive 85/611/EEC of 20 December 1985, as amended. The sub-fund s minimum level of exposure to the equity markets is 90%. At least 67.5% of the net assets of the sub-fund, on a consolidated basis, shall therefore be invested indirectly in the securities of entities that have their registered office or that carry out the majority of their business in Europe via French UCITS and other UCIs eligible for the French Equity Savings Plan and European UCITS and UCIs that comply with the provisions of European Directive 85/611/EEC of 20 December 1985, as amended. - 18 -
Reference currency > EUR The UCITS and other UCIs invested in equities, which shall be selected by the investment manager on the basis of exceptional performances over the long term, shall invest at least 75% of the net assets of the sub-fund in the shares of companies that have their registered office in a Member State of the European Union, Norway or Iceland and that are subject to standard corporation tax or to an equivalent tax. Furthermore, ELITE FRANCE- EUROPE may hold cash on an ancillary and temporary basis and may also, subject to the regulatory limits, use derivatives for the purpose of hedging or optimising the portfolio s exposure via the purchase and sale of options, warrants and futures on indices and individual securities. Risk profile > The net asset value of the sub-fund shall depend on the net asset values of the underlying UCITS and other UCIs, which in turn shall depend on the market value of the equities and bonds making up the portfolios of said UCITS and other UCIs. Investor profile > Investment horizon: > 3-5 years The value of the equities shall depend on the earnings growth potential and stock market valuations of the equities underlying the UCITS and other UCIs. The value of the bonds shall depend on interest rate fluctuations and the financial markets' perception of the risk involved. The portfolio risk will stem from the risks inherent in bond investments, on the one hand, and those inherent in equity investments, on the other. The risk arising from an investment in equities is significantly higher than that arising from a bond investment. Investments in this sub-fund, which invests in other UCITS and UCIs, may lead to the payment of fees, notably custodian, central administration, investment and advisory fees as well as fees payable on subscriptions and redemptions, both at sub-fund level and at the level of said UCITS and other UCIs. The investment policy of the sub-fund is intended for investors who have an interest in the French financial markets and who are seeking long-term capital gains. Investors should be prepared to accept significant losses due to price fluctuations on the equity markets. SUBSCRIPTION, REDEMPTION AND CONVERSION FEES PAYABLE BY THE SHAREHOLDER Subscription fee > Maximum 5% of the amount subscribed, payable to the distributors Redemption fee > None Conversion fee > None FEES AND EXPENSES PAYABLE BY THE SUB-FUND Management fee > For class B: 1.00% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For class F: 2.00% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. Management fees of the > Max. 3.00% per annum, calculated on the basis of the net assets - 19 -
target funds Custodian fee (excluding transaction costs and correspondents fees) Other management company fees, including Central Administration fees invested in the target fund. > Max. 0.13% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum of EUR 15,000 payable per annum. > Max. 0.35% per annum, calculated on the basis of the annual average value of the net assets of the sub-fund, with a minimum not exceeding EUR 50,000 payable per annum. Other fees and expenses > The sub-fund shall pay other operating expenses. Details on the operating expenses can be found in Article 30 of the Articles of Association. TAX REGIME Taxation of the SICAV > No duty or tax is payable in Luxembourg, with the exception of: a one-off tax payable at the time of incorporation and a taxe d abonnement (Luxembourg subscription tax) of 0.05% per annum. The net assets invested in UCIs already subject to this taxe d abonnement are exempt from this tax. Taxation of shareholders > Shareholders are advised to consult their tax advisor with regard to the laws and regulations applicable in their country of origin, residence and domicile. DISTRIBUTION OF SHARES Subscriptions, redemptions and conversions > Subscription, redemption and conversion requests received before 14:00:00 the day before a valuation day are accepted at the NAV of that valuation day, subject to the payment of fees as detailed above. Subscriptions and redemptions must be paid in full no later than three business days following the valuation day. Type/classes of shares > Shares: accumulation shares issued in EUR (B and F classes). Shares may be issued in bearer or registered form. Shares may be issued in fractions of up to one thousandth of a share, as single units or in the form of collective certificates, which, in the case of bearer certificates, may represent 5, 10 or 100 shares. Fractions of bearer shares may not be physically delivered; they shall remain in custody with the Custodian in a securities account to be opened for this purpose. Valuation day > Every Friday ( valuation day ) or, if it falls on a public holiday, the next bank business day in Luxembourg. Publication of the NAV > At the registered office of the SICAV and on Bloomberg and Reuters. CONTACT Subscriptions, redemptions and conversions Requesting documentation > EFA REGISTRAR Tel: +352 48 48 80 831 Fax: +352 48 65 61 8002 > REYL & CIE S.A., Geneva Tel: +41 22 816 8700 Fax: + 41 22 816 8701-20 -
Email: funds@reyl.ch Website: www.reyl.ch - 21 -
REYL (LUX) GLOBAL FUNDS EUROPE LOW VOL THE SICAV Incorporation date > 19 December 2002 Country of registration > Luxembourg Legal structure > SICAV Term > Indefinite Distributor > REYL & CIE S.A., Geneva Management Company > CONVENTUM ASSET MANAGEMENT, Luxembourg Custodian and Central Administration Central Administration subcontractor > BANQUE DE LUXEMBOURG, S.A., Luxembourg > EUROPEAN FUND ADMINISTRATION, S.A., Luxembourg Statutory auditor > ERNST & YOUNG, Luxembourg Supervisory Authority > Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority), Luxembourg THE SUB-FUND Manager > REYL ASSET MANAGEMENT S.A., Geneva ISIN codes Telekurs > > LU0352983802 (B class in EUR) LU0424800703 (D class in USD) LU0352984446 (F class in EUR) LU0424800885 (H class in EUR) LU0352984958 (C class in CHF) LU0375629986 (I class in EUR) CH 3856742 (B class in EUR) CH 10121184 (D class in USD) CH 3856756 (F class in EUR) CH 3856758 (C class in CHF) CH 10121190 (H class in EUR) CH 4367121 (I class in EUR) Listing on the Luxembourg Stock Exchange > YES INVESTMENT POLICY Objective of the sub-fund > The investment objective of the Reyl (Lux) GLOBAL FUNDS EUROPE LOW VOL sub-fund is to seek capital growth in the medium to long term via a diversified equity portfolio by limiting the exposure to the directional risk of the equity markets through the use of dynamic hedging strategies and fixed income investments. Investors attention is drawn to the fact that the management style (see below) is discretionary; therefore the portfolio will never seek to replicate the composition of a benchmark in terms of country or sector - 22 -
allocation. Stock selection is carried out using an in-house quantitative model based on fundamental and statistical approaches. The method developed does not aim to replicate a European equity index and thus automatically implies substantial deviations vis-à-vis such indices in terms of performance. The model s simulations over long periods (10 to 12 years) demonstrate significant levels of de-correlation in different market cycles. Investment policy > A minimum of two thirds of the net assets of the REYL (Lux) GLOBAL FUNDS - EUROPE LOW VOL sub-fund shall be invested, either directly or through derivatives, in equities or fixed income products issued by companies that have their registered office in Europe. The - EUROPE LOW VOL sub-fund s exposure to the equity or fixed income markets may vary between 0% and 100%, as and when opportunities arise, depending on the inhouse indicators based on fundamentals and statistics. In compliance with point 3.1.e, the - EUROPE LOW VOL sub-fund may invest up to 10% of its net assets in units of UCITS or other UCIs. These UCITS or UCIs may, where applicable, be managed by the management company or an affiliated company. The allocation among the different asset classes (equities, fixed income products and hedging) is carried out automatically thanks to a quantitative model developed by Reyl Asset Management SA. The fund managers may carry out the following types of transactions, within the regulatory limits: Taking long positions on the equity markets; Using derivatives for the purpose of hedging or optimising the portfolio s exposure via the purchase and sale of options, warrants and futures on indices and individual securities, as well as swaps, in particular contracts for difference on indices and individual securities concluded with first-class financial institutions specialised in these types of transactions; Investing in fixed income and money market products. Furthermore, - EUROPE LOW VOL may hold cash on an ancillary basis. Valuation of derivative products > The valuation method for derivatives must be approved by the SICAV s Board of Directors and checked by the statutory auditor during the annual audit of the SICAV s accounts. In particular, the valuation of contracts for difference corresponds to the valuation of the underlying asset, with the unrealised gain/loss and interest payable or receivable being taken into account. Reference currency > EUR Risk profile > Risk/return ratio: 3 (1= very low, 5=very high) As shareholders, investors provide the company with capital with which to finance its activities. Investing in shares involves participating in the development of a company's business. The investor can thus benefit from the company's performance potential. However, the stock markets may experience unforeseeable fluctuations in the short term or even a downturn that could last several years. The attention of investors is drawn to the fact that they may not recover the total value of their invested capital. - 23 -
Investor profile > Investment horizon: > 1-3 years The investment policy of the sub-fund is intended for investors who have an interest in the financial markets and who are seeking medium/long-term capital gains. Investors should be prepared to accept significant losses due to price fluctuations on the equity markets. SUBSCRIPTION, REDEMPTION AND CONVERSION FEES PAYABLE BY THE SHAREHOLDER Subscription fee > Maximum 3% of the amount subscribed, payable to the distributors Redemption fee > None Conversion fee > None FEES AND EXPENSES PAYABLE BY THE SUB-FUND Management fee > The management fee differs according to the share class to which it applies. For the B share classes: 1.50% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the D and H share classes: 1.75% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the F and C share classes: 2% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. For the I share classes: 1% per annum, payable quarterly and calculated on the basis of the average net assets of the sub-fund for the quarter in question. Class I shares are intended exclusively for institutional investors as defined in Article 129 of the Law of 20 December 2002. They are issued as accumulation shares. Performance fees > The performance fee is accrued on each NAV calculation day and payable at the end of each quarter. It is calculated as follows: 1. For each quarter in which the performance of the sub-fund exceeds the hurdle rate (minimum rate of return required) calculated pro rata temporis (the outperformance ), a fee of 15% of the outperformance is payable, provided that the conditions laid down in paragraph 4 are met. 2. The sub-fund s performance for each share class concerned equals the difference between the NAV per share at the end of the quarter in question ( final NAV ) and that at the end of the previous quarter ( initial NAV ), expressed as a percentage (the performance ). For the first quarter for which this performance fee is calculated, the initial NAV is equal to the price per share of the share class in question at 31/03/2008. 3. The sub-fund s performance is not assessed in comparison with any benchmark, as those available are not representative of its management approach. However, an annual performance objective of over 4% is set, against which the - 24 -