Prospectus/26.07.2005 - client`s comments 22/05/06

Prospectus/26.07.2005 - client`s comments 22/05/06
PROSPECTUS
MOMENTUM INVESTMENT FUNDS SICAV-SIF
THE SHARES OF MOMENTUM INVESTMENT FUNDS SICAV-SIF ARE LISTED ON THE LUXEMBOURG
STOCK EXCHANGE
July 2014
IMPORTANT NOTE
MOMENTUM INVESTMENT FUNDS SICAV-SIF IS EXCLUSIVELY FOR WELLINFORMED INVESTORS. THE SICAV-SIF MAY REJECT ANY APPLICATION FOR
SHARES AT ITS DISCRETION.
VISA 2014/95642-3702-0-PC
L'apposition du visa ne peut en aucun cas servir
d'argument de publicité
Luxembourg, le 2014-08-13
Commission de Surveillance du Secteur Financier
CONTENTS
IMPORTANT INFORMATION ........................................................................................................... 3
DIRECTORY .......................................................................................................................................... 5
MONEY LAUNDERING PROVISIONS ............................................................................................. 7
MARKET TIMING................................................................................................................................ 8
DEFINITION OF TERMS .................................................................................................................... 9
OVERVIEW OF THE SICAV-SIF STRUCTURE ........................................................................... 12
INVESTMENT OBJECTIVES AND POLICIES.............................................................................. 15
INVESTMENT RESTRICTIONS ...................................................................................................... 18
OVERALL RISK EXPOSURE AND MANAGEMENT .................................................................. 19
NET ASSET VALUE ........................................................................................................................... 20
SUSPENSION OF THE CALCULATION OF NET ASSET VALUE AND OF THE ISSUE,
REDEMPTION AND CONVERSION OF SHARES ........................................................................ 25
DILUTION LEVY ................................................................................................................................ 27
ISSUE OF SHARES ............................................................................................................................. 28
REDEMPTION OF SHARES ............................................................................................................. 30
RESTRICTION OF OWNERSHIP OF SHARES ............................................................................ 32
CONVERSION OF SHARES.............................................................................................................. 36
DISTRIBUTION POLICY .................................................................................................................. 39
ANCILLARY POWERS OF THE BOARD ...................................................................................... 40
MANAGING CONFLICT OF INTERESTS ..................................................................................... 40
TAXATION .......................................................................................................................................... 41
CHARGES AND EXPENSES ............................................................................................................. 43
LIQUIDATION .................................................................................................................................... 47
TERMINATION AND MERGER/AMALGAMATION OF SERIES, CLASSES OR SUBFUNDS ................................................................................................................................................... 48
OTHER USEFUL INFORMATION .................................................................................................. 50
APPENDIX 1: INVESTMENT RESTRICTIONS ............................................................................ 61
APPENDIX 2: FINANCIAL TECHNIQUES AND INSTRUMENTS ............................................ 67
APPENDIX 3: SPECIAL RISK FACTORS ...................................................................................... 72
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APPENDIX 4: SUB-FUND INFORMATION SHEETS ................................................................... 82
1. Momentum IF Global Equity Sub-Fund ........................................................................................ 83
2. Momentum IF Global Emerging Markets Equity Sub-Fund .......................................................... 85
3. Momentum IF Africa ex South Africa Equity Sub-Fund ................................................................ 87
4. Momentum IF Global Fixed Income Sub-Fund ............................................................................. 89
5. Momentum IF Africa Fixed Income Sub-Fund .............................................................................. 91
6. Momentum IF Global Spread Capture Sub-Fund – in liquidation ................................................ 93
7. Momentum IF Focused Opportunities Sub-Fund – in liquidation ................................................. 95
8. Momentum IF USD Money Market Sub-Fund ............................................................................... 97
9. Momentum IF EUR Money Market Sub-Fund ............................................................................... 98
2
IMPORTANT INFORMATION
This Prospectus should be read in its entirety before making any application for Shares (as
defined below). The Shares under this Prospectus are intended for ‘Well-Informed
Investors’ as defined under the Law. Subscribers are advised to seek professional advice on
the relevant laws and regulations (such as those on taxation and exchange controls)
applicable to the subscription, holding and redemption of Shares in the country of issue and
as may relate to the country of the investor’s residence, nationality and/or domicile.
The Shares may be sold or held by or for the account of a US Person (as defined below), if
agreed in advance, with the absolute discretion of the Board. Shareholders intending to
become US Persons must immediately notify the SICAV-SIF of their intention to change
status, or, having already become US Persons, to immediately notify the SICAV-SIF of this
fact. The SICAV-SIF may compulsorily redeem Shares held contrary to the terms of this
Prospectus.
The Articles give powers to the Board to impose such restrictions as they may think
necessary for the purpose of ensuring that no Shares in the SICAV-SIF are acquired or held
by any person or entity in breach of the law or the requirements of any country or
governmental authority or by any person or entity in circumstances which in the opinion of
the Board might result in the SICAV-SIF incurring any liability or taxation or suffering any
other disadvantage which the SICAV-SIF may not otherwise have incurred or suffered. The
SICAV-SIF may compulsorily redeem all Shares held by any such person or entity.
Shares are offered on the basis of the information and representations contained in this
Prospectus and the documents referred to herein. In some countries, this Prospectus must
be accompanied by the most recent annual report, or semi-annual report, if more recent
than the annual report of the SICAV-SIF. These documents form an integral part of this
Prospectus.
No person is authorised to give any information or make any representations other than
those contained in this Prospectus or documents indicated herein.
This Prospectus does not constitute an offer or solicitation and may not be used for the
purposes of offering and promoting sales in any country or under any circumstances where
such offers or promotions are not permitted under relevant local laws and/or by this
Prospectus.
The Directors, whose names are included herein, have overall responsibility for the
management and administration of the SICAV-SIF, for authorising the establishment and
liquidation of Sub-Funds (as defined below) and for establishing and monitoring their
investment policies and restrictions. The Board is responsible for the information contained
in this Prospectus.
This Prospectus may be updated from time to time. Consequently, subscribers are urged to
contact the registered office of the SICAV-SIF to ascertain whether a more recent
Prospectus has been published.
The registration of this SICAV-SIF with the supervisory authority does not imply a positive
assessment by the Luxembourg supervisory authority of the quality or suitability of Shares
of the SICAV-SIF for investment purposes.
Investors may not claim any credit interest or any other compensation for the period of
time the subscription proceeds have been held on the account of the Depositary of the
SICAV-SIF, as more fully described under section “Issue of Shares” below, before being paid
(i) to the SICAV-SIF or (ii) paid back to investors for any reason whatsoever.
The price of Shares may fall as well as rise. The SICAV-SIF’s obligation is to redeem
investor’s Shares at the relevant redemption price, which may be different from the
price at which the investor acquired the Shares.
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FATCA provisions generally impose a reporting to the U.S. Internal Revenue Service
Persons’ direct and indirect ownership of non-U.S. accounts and non-U.S. entities.
to provide the requested information will lead to a 30% withholding tax applying to
U.S. source income (including dividends and interest) and gross proceeds from the
other disposal of property that can produce U.S. source interest or dividends.
of U.S.
Failure
certain
sale or
The basic terms of FATCA currently appear to include the SICAV-SIF as a “Financial
Institution”, such that in order to comply, the SICAV-SIF may require all Shareholders to
provide documentary evidence of their tax residence and all other information deemed
necessary to comply with the above mentioned legislation.
Despite anything else herein contained and as far as permitted by Luxembourg law, the
SICAV-SIF shall have the right to:
- withhold any taxes or similar charges that it is legally required to withhold, whether by
law or otherwise, in respect of any shareholding in the SICAV-SIF;
- require any Shareholder or beneficial owner of the Shares to promptly furnish such
personal data as may be required by the SICAV-SIF in its discretion in order to comply
with any law and/or to promptly determine the amount of withholding to be retained;
- divulge any such personal information to any tax or regulatory authority, as may be
required by law or such authority;
- withhold the payment of any dividend or redemption proceeds to a Shareholder until
the SICAV-SIF holds sufficient information to enable it to determine the correct amount
to be withheld.
Copies of the most recent Prospectus of the SICAV–SIF may be obtained from Momentum
Investment Funds SICAV-SIF c/o J.P. Morgan Bank (Luxembourg) S.A., 6c route de Trèves, L2633 Senningerberg, Luxembourg.
All material changes to this Prospectus require the approval of the CSSF.
4
DIRECTORY
Registered Office
6c route de Trèves, L-2633 Senningerberg, GRAND-DUCHY OF LUXEMBOURG
Directors of the SICAV-SIF
Mr. Glyn Owen, Chairman
Director
Momentum Global Investment Management Limited
The Rex Building
62 Queen Street
London EC4R 1EB
UNITED KINGDOM
Mr. Robert Rhodes
Chief Operating Officer
Momentum Global Investment Management Limited
The Rex Building
62 Queen Street
London EC4R 1EB
UNITED KINGDOM
Mr. Andries Kotzee
Momentum Manager of Managers (Pty) Limited
6 Merchant Place
Corner of Fredman Drive and Gwen Lane
Sandton, Gauteng, 2196
SOUTH AFRICA
Mr. Leon Basson
Head of Group Financial Reporting
MMI Holdings Limited
268 West Avenue
Centurion, Gauteng, 0157
SOUTH AFRICA
Mr. Austin O’Connor
Non-Executive Director
3, rue de Donven
L-6840 Machtum
GRAND-DUCHY OF LUXEMBOURG
Mr. Henry Kelly
Non-Executive Director
4 rue Jean-Pierre Lanter
L-5943 Itzig
GRAND-DUCHY OF LUXEMBOURG
AIFM
RBS (Luxembourg) S.A.
33 Rue de Gasperich
L-5826 Hesperange
Luxembourg
Investment Manager and Distributor
Momentum Global Investment Management Limited
The Rex Building
62 Queen Street
5
London EC4R 1EB
UNITED KINGDOM
Administrator
J.P. Morgan Bank (Luxembourg) S.A.
6c route de Trèves
L-2633 Senningerberg
GRAND-DUCHY OF LUXEMBOURG
Depositary
J.P. Morgan Bank (Luxembourg) S.A.
6c route de Trèves
L-2633 Senningerberg
GRAND-DUCHY OF LUXEMBOURG
Legal Advisers
Arendt & Medernach S.A.
14, rue Erasme
L-2082
GRAND-DUCHY OF LUXEMBOURG
Auditors
PricewaterhouseCoopers, Société coopérative
400, route d’Esch
B.P. 1443
L-1014
GRAND-DUCHY OF LUXEMBOURG
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MONEY LAUNDERING PROVISIONS
In order to comply with Luxembourg legislation on preventing the use of the financial
system for the purpose of money laundering and terrorist financing including the law of
November 12, 2004 against money laundering and terrorism financing, as amended, as well
as regulations and circulars issued by the Luxembourg supervisory authority from time to
time. The SICAV-SIF, the AIFM, the Administrator, the Distributor, the sub-distributor(s) and
their Agents will apply national and international measures taken against money laundering
and terrorist financing.
The Administrator is required to verify the source of the money transmitted by the
Distributor, the sub-distributor(s) and its Agents or directly from the investors as may be
required under Luxembourg law.
Measures taken against money laundering and terrorist financing mean that subscribers must
provide adequate proof of identity and other information to the Administrator or to the
Distributor, sub-distributor(s) and/or its Agents (as may be required under relevant laws)
and meet such other requirements as the SICAV-SIF may deem necessary.
In order for the subscription application to be considered valid and acceptable by the
Administrator, the subscriber must provide the Administrator with such documentation as
required by law or as the SICAV-SIF deems necessary.
These documents must, unless otherwise specified by the SICAV-SIF in writing, be certified
by a public authority (e.g., a notary, commissioner of oaths, the police or an ambassador) of
the country of residence.
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MARKET TIMING
The SICAV-SIF does not permit market abuse, market-timing or other excessive trading
practices. Market abuse and excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies and harm the SICAV-SIF’s performance.
To minimise harm to the SICAV-SIF and the Shareholders, the Board may in its sole
discretion reject any subscription, redemption or conversion order or may levy a fee of up
to 2% of the value of the order for the benefit of the SICAV-SIF, from any investor who is, in
the opinion of the Board, engaging in excessive trading or has a history of excessive trading
or if an investor’s trading constitutes market abuse or has been or may be excessive or
disruptive to the SICAV-SIF or any of the Sub-Funds or Classes. In making this judgment, the
Board may consider trading done in multiple accounts under common ownership or control.
The Board may also forthwith redeem all Shares held by a Shareholder who is or has been
engaged in or whom the Board believes is or has been engaged in excessive trading or
market abuse. Neither the Board nor the SICAV-SIF will be held liable for any loss or
damages resulting from rejected orders or mandatory redemptions as aforesaid and the
investor accordingly unconditionally indemnifies the SICAV-SIF, its officers, employees and
agents and holds them harmless in respect of any such aforesaid loss or damages.
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DEFINITION OF TERMS
Unless the context clearly indicates otherwise:
•
“AIF” refers to the alternative investment fund within the meaning of the AIFMD.
•
“AIFM” refers to RBS (Luxembourg) S.A.
•
“AIFMD” refers to the directive 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) N° 1060/2009 and (EU) N° 1095/2010.
“Articles” refers to the articles of incorporation of the SICAV-SIF which have been
adopted on 18 March 2004 with a publication thereof in the Mémorial C, Recueil des
Sociétés et Associations (the “Mémorial”) on 6 April 2004.
•
•
“Board” refers to the board of directors of the SICAV-SIF.
•
“Business Day” means any day when the banks are fully open in Luxembourg and the
United Kingdom and/or such other place or places and such other day or days as the
Board may determine and notify Shareholders in advance. For clarity, 24 December is
not a Business Day.
•
“CET” means Central European Time.
•
“Class” refers to a particular class of Shares of a Sub-Fund, each Class having its own
specific fee structure, currency, minimum initial investment, holding and subsequent
investment requirements as well as distribution channel and/or targeted investors, as
the case may be.
•
“CSSF” means the Commission de Surveillance du Secteur Financier.
•
“Currency Holiday” refers to a day on which a specific currency cannot be traded for
any reason.
•
“Depositary” refers to J.P. Morgan Bank (Luxembourg) S.A.
•
“Euro” or “EUR” refers to the currency of the member states of the European Union
("EU") that adopt the single currency in accordance with the Treaty establishing the
European Economic Community (signed in Rome on 25 March 1957), as amended by the
Treaty on European Union (signed in Maastricht on 7 February 1992), and as may
subsequently be amended, and irrespective of whether one or more member states join
or withdraw from such monetary union.
•
“FATCA” refers to the Foreign Account Tax Compliance provisions of the U.S. Hiring
Incentives to Restore Employment Act enacted in March 2010.
•
“Foreign Regulated Investment Fund” shall mean any Investment Fund which (i) is
subject to risk spreading requirements, rules and supervision comparable to those
applicable to Luxembourg Investment Funds; or (ii) has been formed or organised under
the laws of Canada, Hong Kong, Japan, Switzerland, the US, Norway or any member
state of the EU, any other state of the Organisation for Economic Co-operation and
Development (the “OECD”).
•
“Foreign Unregulated Investment Fund” shall mean any Investment Fund other than a
Luxembourg Investment Fund or a Foreign Regulated Investment Fund.
•
“Fund of Hedge Funds” refers to a Fund the main objective of which is to invest
primarily in a diversified portfolio of securities issued by Hedge Funds.
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•
“Hedge Fund” refers to any vehicle that invests all or part of its assets in a wide range
of instruments with the aim of achieving performance with low correlation with
equities, currencies, fixed income and commodities markets. Hedge Funds may use
futures, options and other derivatives related to securities and financial instruments,
equity securities and other fixed income securities, foreign currency instruments and
short selling. Hedge Funds may employ leverage.
•
“Investment Fund” refers to any undertaking for collective investment (either openended or closed-ended) the sole object of which is the collective investment in
securities, financial instruments, property-related and other assets, including, without
limitation, any Luxembourg Investment Fund, Foreign Regulated or Unregulated
Investment Fund.
•
“ISDA” refers to the Agreement of the International Swaps and Derivatives Association
•
“Law” refers to any applicable law(s) of the Grand Duchy of Luxembourg. Reference to
any law herein means such law as amended from time to time.
•
“Reference Currency” refers to the currency of denomination for combined
accounting purposes of the SICAV-SIF, or such other currency that the Board may
determine pursuant to this Prospectus.
•
“Regulated Market” refers to a market that operates regularly and is recognised and
open to the public.
•
“Segregated Mandate” refers to assets of a Sub- Fund managed by one or more SubInvestment Manager in accordance with a bespoke mandate.
•
“Series” refers to a series of Shares issued such that each issue of Shares on a specific
Valuation Date in any Class may constitute a separate series.
•
“Settlement Date” refers to the date on which a subscription, redemption or
conversion transaction settles.
•
“Share(s)” refers to the share(s) of a Class of a Sub-Fund or in a Series, as the case
may be.
•
“Share Currency” refers to the currency of a Class, or such other currency that the
Board may determine pursuant to this Prospectus, which may be different to the
Reference Currency.
"Shareholder" a holder of Shares.
• “SICAV-SIF” refers to the Momentum Investment Funds SICAV-SIF.
•
"SIF" refers to a specialised investment fund subject to the 2007 Law.
•
“Sterling” or “GBP” refers to the currency of the United Kingdom.
•
“Sub-Fund” refers to each separate investment portfolio within the SICAV-SIF
enumerated in the relevant Sub-Fund Information Sheets in the Appendix 4 to this
Prospectus, each with its own Class(es), and which shall include a Side Pocket Sub-Fund
unless the context clearly indicates otherwise.
•
“Sub-Fund Currency” refers to the currency that the assets of a Sub-Fund are valued
in, or such other currency that the Board may determine pursuant to this Prospectus,
and which may differ from the Share Currency.
•
“UCI” refers to an undertaking for collective investment.
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•
“US” refers to the United States of America.
•
“USD” refers to the currency of the United States of America.
•
“Valuation Date” being the date of determination of the Net Asset Value, refers to a
Business Day, provided that it is:
(i) a Business Day, which does not fall within a period of suspension of calculation
of the Net Asset Value of the relevant Class or Sub-Fund; and
(ii) a business day in the countries and markets in which at least 40% of the relevant
Sub-Fund’s assets are invested. A list with the applicable prospective Valuation
Dates for each Sub-Fund will be available at the registered office of the SICAV-SIF
and will be updated on an annual basis.
•
“Well-Informed Investors” refers to well-informed investors as defined in Article 2 of
the 2007 Law, as amended from time to time.
•
“1991 Law” refers to the Luxembourg law relating to UCIs, the securities of which are
not intended to be placed with the public. The 1991 law has been replaced by the 2007
law.
•
“2007 Law” refers to the Luxembourg law relating to specialised investment funds
dated February 13, 2007, as amended.
•
“2010 Law” refers to the Luxembourg law relating to UCI dated December 17, 2010, as
may be amended from time to time.
•
“2013 Law” refers to the Luxembourg law of July 12, 2013 on alternative investment
fund managers, as may be amended from time to time.
“US Person” for purposes of this Prospectus means: (i) a natural person who is a
resident of the United States or a U.S. citizen regardless of his/her residency; (ii) a
corporation, partnership or other entity, other than an entity organised principally for
passive investment, incorporated or organised under the laws of the United States; (iii)
an estate or trust, the income of which is subject to United States income tax
regardless of the source; (iv) a pension plan for the employees, officers or principals of
an entity organised and with its principal place of business in the United States; (v) an
entity organised principally for passive investment such as a pool, investment company
or other similar entity; provided, that units of participation in the entity held by
persons who qualify as US persons or otherwise as qualified eligible persons represent
in the aggregate 10% or more of the beneficial interests in the entity, and that such
entity was formed principally for the purpose of investment by such persons in a
commodity pool the operator of which is exempt from certain requirements of Part 4 of
the U.S. Commodity Futures Trading Commission's regulations by virtue of its
participants being non-U.S. Persons; (vi) any other “US Person” as such term may be
defined in Regulation S under the U.S. Securities Act of 1933, as amended, or in
regulations adopted under the U.S. Commodity Exchange Act of 1922, as amended; or
(vii) and any person that would fall within the ambit of the FATCA provisions.
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OVERVIEW OF THESICAV-SIF STRUCTURE
The SICAV-SIF
The SICAV-SIF is an “open-ended” investment company with variable capital (société
d’investissement à capital variable) incorporated under the laws of the Grand Duchy of
Luxembourg. The SICAV-SIF was set up for an unlimited duration in Luxembourg in the form
of a société anonyme on March 18, 2004 under the 1991 Law. As a consequence of the
replacement of the 1991 Law, the SICAV-SIF is now subject to the 2007 Law. The SICAV-SIF
is an AIF SIF within the meaning of the AIFMD and the 2013 Law. The sale and holding of
Shares of the SICAV-SIF is restricted to Well-Informed Investors.
Pursuant to the 2013 Law, the SICAV-SIF has appointed RBS (Luxembourg) S.A. to act as its
alternative investment fund manager (the “AIFM”).The SICAV-SIF is a multi-compartmental
structure consisting of a number of Sub-Funds each one representing a specific portfolio of
assets and liabilities.
The Reference Currency is USD.
The SICAV-SIF's capital corresponds at all times to the aggregate Net Asset Value of the
different Sub-Funds and is represented by the aggregate of the Shares of the Classes of the
Sub-Funds issued with no par value and fully paid-up.
The SICAV-SIF’s minimum capital is the equivalent in USD of EUR 1,250,000.
The Sub-Funds
Each Sub-Fund comprises a separate investment portfolio. The Sub-Funds provide investors
with a choice of investment portfolios within one investment structure. The Sub-Funds are
divided into four groups - Equity, Fixed Income, Money Market and Alternative Strategy SubFunds, as more fully described hereinafter. The Sub-Funds are distinguished mainly by their
investment policy and objectives. The specifications of each Sub-Fund are described in the
relevant section of Appendix 4 to this Prospectus. The Board may, in its discretion, at any
time, decide to create additional Sub-Funds or to close an existing Sub-Fund and in such
case, the Sub-Fund Information Sheets in Appendix 4 to this Prospectus will be updated. A
Sub-Fund is expressed in its Sub-Fund Currency.
Side Pocket Sub-Funds
Sub-Funds may in some instances be created by the Board in order to hold a specific pool of
assets that are transferred out of an existing investment portfolio of a Sub-Fund (hereafter
the “Transferor Sub-Fund”)to the new Sub-Fund(hereafter referred to as the “Side Pocket
Sub-Fund”)in circumstances where the Board determine on objective grounds that the
affected assets (hereafter the “Affected Assets”) are subject to a prevailing investment
impediment, whether concerning illiquidity of the asset, inability to value or for any other
reason affecting an asset, subject to the condition that the continued holding in the
existing Sub-Fund is likely to cause material financial prejudice to one group of existing
Shareholders at the expense of another. The Board shall convert the requisite number of
Shares of the Transferor Sub-Fund into Shares of the Side Pocket Sub-Fund so that
Shareholders of the Transferor Sub-Fund obtain a pro-rata shareholding in the Side Pocket
Sub-Fund on the date of asset transfer. Side Pocket Sub-Funds will be closed to applications
for subscriptions, conversions and redemptions in cash, but subject to the Board retaining
the overriding and absolute discretion to authorise the following actions:
a) to liquidate the Side Pocket Sub-Fund in accordance with the provisions of this
Prospectus available under the section entitled “Termination and Merger/Amalgamation
of Series, Classes or Sub-Funds”, and realise the Affected Assets in the best interests of
Shareholders; or
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b) to continue to manage the Affected Assets until the prevailing investment impediment
in respect of the Affected Assets has been resolved in the Board’s opinion, and
thereafter:
i. perform partial redemptions in cash from the Side Pocket Sub-Fund until all its
assets have been redeemed; or
ii. re-transfer the Affected Assets to the Transferor Sub-Fund, and convert Shares of
the Side Pocket Sub-Fund pro rata to shares of the Transferor Sub-Fund in favour
of the affected Shareholders, provided that the Board shall by notice afford
Shareholders who have fully redeemed their interests in the Transferor Sub-Fund
to redeem in cash their interests in the Side Pocket Sub-fund as soon as this
becomes possible.
In exercising the discretions conferred in this section, the Board shall act in the best
interests of all Shareholders, and shall not resort to the use of side pockets in order to
resolve short-term or temporary valuation problems. The Board shall take all necessary
steps to promptly realise side-pocketed assets as soon as market circumstances have
normalised and liquidity is restored to the market in which the Affected Asset is normally
traded. Nothing contained in b) i. and ii. shall preclude the Board in its sole and absolute
discretion from authorising a redemption in kind, upon the request of a Shareholder, where
the Board considers such action to be in the best interest of all Shareholders, whether
wishing to redeem or else remain invested.
The Classes
The Board may issue different Classes of Shares within each Sub-Fund which will be
commonly invested. Information on the availability and specific features of the Classes
within each Sub-Fund are described in the relevant section of the relevant Sub-Fund
Information Sheets in Appendix 4 to this Prospectus. The Board may also decide to create
additional Class(es) or to close an existing Class and in such a case Appendix 4 to this
Prospectus will be updated.
A Class is expressed in its Share Currency.
Investors should note that some Sub-Funds or Classes may not be available to all investors.
The SICAV-SIF retains the right to offer only one Sub-Fund and/or as the case may be, one
Class for purchase by investors in any particular jurisdiction in order to conform to local
law, custom or business or for any other reason.
The Series
Shares may be issued in a Series, each Series representing the Shares issued on a particular
Valuation Date in any Class unless subsequently redeemed.
Each Series will be identified by a different number corresponding to each Valuation Date
on which they have been issued; different Investment Manager Performance Fee accruals, if
any, will be applied to each different Series depending on the Valuation Date upon which
they have been issued. Shares of different Series may be converted into Shares of one
Series where a performance fee has been earned or on a periodic basis as determined by
the Board and notified to Shareholders.
Where a Sub-Fund issues Shares in a Series, the Net Asset Values per Share of Shares of
different Series may vary as a result of calculating and accruing the Investment Manager
Performance Fee, as more fully described in the section “Charges and Expenses” of this
Prospectus.
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The Shares
The Shares are available in registered form only. Fractions of Shares may be issued, up to
two decimal places.
Each whole Share or fraction of a Share confers an entitlement to participate equally within
its Class and its Series, as the case may be, in the profits of and distributions by the SubFund and SICAV-SIF and in its assets on liquidation relating to the Sub-Fund and Class.
Otherwise, all Shares have the same rights and privileges, except as defined in the section
“Charges and Expenses”. Each whole Share is entitled to one vote at all general meetings of
Shareholders (the “General Meeting(s)”); and each whole Share of a Class is entitled to one
vote relating to matters concerning a particular Class of a Sub-Fund; fractions of Shares will
not entitle the holder to vote. The Shares are fully paid up and have no preferential or preemptive rights. The Shares are freely transferable except as outlined in the section
“Restriction of Ownership of Shares”.
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INVESTMENT OBJECTIVES AND POLICIES
The objective of the SICAV-SIF is to manage its assets for the benefit of its Shareholders
and to seek to achieve the objective of each Sub-Fund as described within the relevant SubFund Information Sheet in Appendix 4 to this Prospectus. The assets of each Sub-Fund are
invested with a long-term perspective in accordance with the objective of the relevant SubFund, subject to the investment restrictions described under Appendix I to this Prospectus
“Investment Restrictions” and in the Sub-Fund Information Sheet of the relevant Sub-Fund
in Appendix 4 to this Prospectus.
Investments are subject to normal market risks and no guarantee is given that the
investment objectives will be realised.
Equity Sub-Funds
The investment strategy of the Equity Sub-Funds is mainly to invest their net assets in
equity securities. These investments will be made either directly and/or indirectly through
units or shares of Investment Funds whose principal objective is to invest in equities,
and/or through Segregated Mandates. The Segregated Mandates will invest in equity
securities and/or in units or shares of Investment Funds whose principal objective is to
invest in equities. One or more specialist Sub-Investment Managers may be appointed by
the Investment Manager to manage the Segregated Mandates. The targeted Investment
Funds will mainly consist of Foreign Regulated Investment Funds. The allocation between
the direct investment in equity securities, Investment Funds and/or Segregated Mandates
may consequently vary with market movements as well as the active decisions of the
Investment Manager.
The Equity Sub-Funds may also invest in equity securities, Investment Funds or Segregated
Mandates of equities outside the country or region represented by the relevant Sub-Fund’s
benchmark as long as sufficient of this asset class risk is hedged away using derivative
instruments to keep the Sub-Fund within its investment restrictions. The Equity Sub-Funds
may also invest in Investment Funds or Segregated Mandates of non-equity securities as long
as (i) a substantial portion of the portfolio is invested in Segregated Mandates or Investment
Funds whose principal objective is in turn to invest in equities and (ii) sufficient of the nonequity asset class risk is hedged away using derivative instruments as may be necessary to
keep the Sub-Fund within its investment restrictions. Investors should refer to Appendix 2
to this Prospectus for additional information thereon.
Within the limits set forth in Appendices 1, 2 and 4 of this Prospectus the Equity Sub-Funds
may use exchange-traded and over-the-counter derivatives.
The Equity Sub-Funds may also employ specialist Currency Overlay Managers, Derivative
Overlay Managers, Collateral Margin Managers and/or Transition Managers to enhance
performance and, for purposes other than hedging, may also buy and sell forward foreign
exchange contracts, options on currencies and/or other derivatives, within the limits
foreseen in Appendix 2 to this Prospectus.
The Equity Sub-Funds may hold liquid assets on a temporary or ancillary basis.
The Momentum IF Global Equity Sub-Fund (see Appendix 4.1) is structured to comply with
requirements laid down by the South African financial regulator, the Financial Services
Board (“FSB”), applicable to funds approvable under S65 of the Collective Investment
Schemes Control Act of 2002. This Sub-Fund may not offer investments for sale that are
contrary to the provisions of that Act, nor does it invest in markets dissimilar to those
qualifying for investment by local collective investments schemes.
Fixed Income Sub-Funds
The investment strategy of the Fixed Income Sub-Funds is mainly to invest their net assets
in fixed income securities. These investments will be made either directly and/or indirectly
15
through units or shares of Investment Funds whose principal objective is to invest in fixed
income securities and/or through Segregated Mandates. The Segregated Mandates will
invest in fixed income securities and/or in units or shares of Investment Funds whose
principal objective is to invest in fixed income securities. One or more specialist SubInvestment Managers may be appointed by the Investment Manager to manage the
Segregated Mandates. Unless otherwise decided by the Board of Directors, the targeted
Investment Funds will mainly consist of Foreign Regulated Investment Funds. The allocation
between the direct investment in fixed income securities, Segregated Mandates and/or
Investment Funds may consequently vary with market movements as well as the active
decisions of the Investment Manager.
The Fixed Income Sub-Funds may also invest in non-fixed income securities, Investment
Funds or Segregated Mandates of non-fixed income securities as long as (i) a substantial
portion of the portfolio is invested in Segregated Mandates or Investment Funds whose
principal objective is in turn to invest in fixed income; and (ii) sufficient of the non-fixed
income asset class risk is hedged away using derivative instruments as may be necessary to
keep the Sub-Fund within its investment restrictions. Investors should refer to Appendix 2
to this Prospectus for additional information thereon.
Within the limits set forth under Appendix 2 to this Prospectus, the Fixed Income Sub-Funds
may use exchange-traded and over-the-counter derivatives.
The Fixed Income Sub-Funds may also employ specialist Currency Overlay Managers,
Derivative Overlay Managers, Collateral Margin Managers and/or Transition Managers to
enhance performance and, for purposes other than hedging, may also buy and sell forward
foreign exchange contracts, options on currencies and/or other derivatives, within the
limits foreseen in Appendix 2 to this Prospectus.
The Fixed Income Sub-Funds may hold liquid assets on a temporary or ancillary basis.
Alternative Strategy Sub-Funds
The investment strategy of the Alternative Strategy Sub-Funds is the investment of their
net assets primarily in units or shares of Hedge Funds, which will present appropriate
liquidity features to enable the Sub-Funds to meet their obligation to redeem their Shares
upon request of the Shareholders as well as in Investment Funds, equity and fixed income
securities.
The Alternative Strategy Sub-Funds may also employ specialist Currency Overlay Managers,
Derivative Overlay Managers, Collateral Margin Managers and/or Transition Managers to
enhance performance and, for purposes other than hedging, may also buy and sell forward
foreign exchange contracts and options on currencies, within the limits foreseen in
Appendix 2 to this Prospectus.
The Alternative Strategy Sub-Funds may hold liquid assets on a temporary, ancillary or
conditional basis pending imminent or future investment into Hedge Funds.
Money Market Sub-Funds
The investment strategy of the Money Market Sub-Funds is the investment of their net
assets primarily in cash or money market instruments and which have a modified duration
of less than 12 months and/or through units or shares of Investment Funds whose principal
objective is to invest in cash or the aforesaid money market instruments.
Money Market Sub-Funds will qualify as short-term money market sub-funds or money
market sub-funds within the meaning of CESR’s Guidelines 10-049 dated May 19, 2010 on a
common definition of European money market funds (“CESR’s Guidelines 10-049”). In turn,
the Investment Funds in which the Money Market Sub-Funds invest will also qualify as either
short-term money market sub-funds or money market sub-funds within the meaning of
CESR’s Guidelines 10-049 (the “Money Market Funds”).
16
The Money Market Sub-Funds may also employ specialist Currency Overlay Managers,
Derivative Overlay Managers, Collateral Margin Managers and/or Transition Managers to
enhance performance and, for purposes other than hedging, may also buy and sell forward
foreign exchange contracts, options on currencies and/or other derivatives, within the
limits foreseen in Appendix 2 to this Prospectus.
Where the Share Currency is different to the Sub-Fund Currency, the Class may be hedged
into the Share Currency through the use of various techniques including the entering into of
forward currency contracts and currency options. The relevant hedged Classes are intended
to reduce an investor's exposure to the Sub-Fund Currency. In this regard, it is anticipated
that the hedged Classes will be hedged to the greatest possible extent from the Sub-Fund
Currency. It is however unlikely that a 100% hedge will be achieved due to factors such as
the effects of market movements, cash flows, and currency fluctuations, which would make
it impractical to maintain such a hedge. Any costs incurred relating to the above mentioned
hedging will be borne by the hedged Classes. No guarantee is given by the SICAV-SIF that
such hedging will be effective, and neither the Board nor the SICAV-SIF will be held liable
for any loss or damages resulting from a failure to hedge to the extent required, as
aforesaid and the investor accordingly unconditionally holds the SICAV-SIF, its officers,
employees and agents harmless in respect of any such aforesaid loss or damages.
Powers of the Board Relating to Investment Objectives and Policies
If, in the Board’s opinion, one or more markets have been disrupted or distorted by
economic, political, geographical or other events having a financial impact that is
materially adverse to the interests of affected Shareholders, it may for the purposes of
safeguarding Shareholders’ financial interests in its sole discretion:
a) as involving currency markets, substitute, re-denominate or vary any Reference
Currency, Share Currency or Sub-Fund Currency, applicable to a Sub-Fund, Class or
and/or Series, with immediate effect upon giving written notice to affected
Shareholders, and for any duration it deems appropriate. For this purpose, the
Board may, in its discretion determine the choice of currency, or basket of
currencies and the requisite currency conversion ratio(s) and perform any currency
hedging transactions or other actions deemed necessary in order to implement its
strategy and safeguard the interests of Shareholders;
b) as involving the need to comply with any Sub-Fund’s investment mandate, permit
adjustments to and deviations from investment objectives and investment and
borrowing restrictions with immediate effect upon giving written notice to affected
Shareholders, and for such duration it deems appropriate, to enable the investment
mandate of any Sub-Fund to be implementable in a manner that is practicable and
effective. In the exercise of this power, the Board shall, in its discretion, be
entitled to substitute benchmarks, credit rating requirements or other investment
requirements that are impractical in the circumstances.
The aforesaid rights are conferred in addition to, and without detracting from, any power
conferred on the Board under this Prospectus.
17
INVESTMENT RESTRICTIONS
The Board has resolved that the Sub-Funds’ investments will be subject to the restrictions
detailed in Appendix 1 to this Prospectus.
18
OVERALL RISK EXPOSURE AND MANAGEMENT
The AIFM has implemented a risk management process in order to detect, measure, manage
and follow the risks related to investments of each Sub-Fund and their effect on the risk
profile of the relevant Sub-Fund, as determined in the relevant Sub-Fund Information Sheet
in Appendix 4. As such, the AIFM shall ensure that the risk profile of the Sub-Fund is
relevant in light of the size, structure, strategies and investment objectives of the SICAVSIF, as provided for, among other things in this Prospectus.
Shareholders may periodically request from the AIFM, the current risk profile of the SICAVSIF and the risk management systems employed by the AIFM to manage those risks, if any.
Leverage
The leverage effect is determined by the AIFMD as being any method by which the AIFM
increases the exposure of the SICAV-SIF whether through borrowing of cash or securities,
leverage embedded in derivative positions or by any other means. The leverage creates
risks for the SICAV-SIF.
The leverage is controlled on a frequent basis and shall not exceed a threshold as further
described in the relevant Sub-Fund Information Sheet. In certain circumstances (e.g. low
market volatility), the leverage can exceed the level disclosed in the relevant Sub-Fund
Information Sheet.
Leverage is the ratio between the exposure of the Sub-Fund and its Net Asset Value per
Share.
Liquidity management
In accordance with the AIFMD, the AIFM has adopted appropriate liquidity management
tools and procedures allowing it to measure the liquidity risk of each Sub-Fund, so as to
ensure that the liquidity profile of each Sub-Fund’s investments are in line with its
obligations and notably that it will be in a position to satisfy the Shareholders’ redemption
request in accordance with the provisions of the Prospectus and the Articles.
The AIFM undertakes, on a regular basis, stress tests, simulating normal and exceptional
circumstances in order to evaluate and measure the liquidity risk of the Sub-Funds.
Following the AIFM’s recommendation, the Board may take appropriate measures to ensure
the liquidity risk of the Sub-Funds.
The AIFM shall ensure that, for each Sub-Fund, the coherence of the investment strategy,
the liquidity profile and the redemption policy.
US Foreign Account Tax Compliance Requirements (“FATCA”)
FATCA rules being particularly complex and as the rules governing their implementation for
Luxembourg funds are still uncertain, the SICAV-SIF cannot at this time accurately assess
the extent of the requirements that FATCA provisions will place upon it.
Although the SICAV-SIF will attempt to satisfy any obligations imposed on it to avoid the
imposition of the 30% withholding tax, no assurance can be given that the SICAV-SIF will be
able to satisfy these obligations. If the SICAV-SIF becomes subject to a withholding tax as a
result of FATCA, the value of Shares held by all Shareholders may be materially affected.
The SICAV-SIF and/or its Shareholders may also be indirectly affected by the fact that a non
U.S. financial entity does not comply with FATCA regulations even if the SICAV-SIF satisfies
with its own FATCA obligations.
19
NET ASSET VALUE
The determination of the net asset value per Share (the “Net Asset Value”) of each Class
of each Sub-Fund, in each Series, as the case may be, is the responsibility of the Board.
Frequency and Timing
The Net Asset Value of each Class of each Sub-Fund, in each Series, as the case may be, is
calculated on each Valuation Date. For performance fee calculation and reconciliation
purposes, the Net Asset Value may also be calculated on the last Business Day of the month
that is not a Valuation Date as defined for each Sub-Fund or at any other time determined
by the Board.
The Valuation Date for the Money Market Sub-Funds, Equity and Fixed Income Sub-Funds is
daily. The Valuation Date for the Alternative Strategy Sub-Funds is monthly on the last day
of each month.
The Net Asset Value is available at the registered office of the SICAV-SIF on or about 18:00
on the first Business Day following the relevant Valuation Date for the Money Market SubFunds, Equity and Fixed Income Sub-Funds and on or about 18:00 on the twentieth Business
Day following the relevant Valuation Date for the Alternative Strategy Sub-Funds.
The Net Asset Value per Share of each Class and the issue and redemption prices thereof
are available at the registered office of the SICAV-SIF and at the registered office of the
Administrator.
Calculation Principles
The Net Asset Value per Share of each Class of each Sub-Fund, in each Series, as the case
may be, shall be expressed in the Share Currency or in any other currency as the Board may
determine from time to time.
The Net Asset Value per Share of each Class of each Sub-Fund, in each Series, as the case
may be, is calculated by dividing the value of the portion of assets of the SICAV-SIF properly
attributable to the relevant Class in the relevant Series, as the case may be, less the value
of the portion of liabilities of the SICAV-SIF properly attributable to such Class and to such
Series, if any, by the total number of Shares of such Class in such Series issued and
outstanding at the relevant Valuation Date.
The Net Asset Value will be rounded up or down to the nearest 2 decimal places of the
currency in which the Net Asset Value of the relevant Shares is calculated.
The net assets of each Sub-Fund of the SICAV-SIF shall be calculated as follows:
The SICAV-SIF’s assets attributable to each Sub-Fund shall include:

All securities, units, shares, debt securities, option or subscription rights and other
investments and transferable securities owned by the SICAV-SIF.

All cash on hand and on deposit, in whatever currency, including interest due but not
yet collected and interest accrued on these deposits up to the Valuation Date.

All bills and demand notes and accounts receivable (including the result of the sale of
securities whose proceeds have not yet been received).

All dividends and distribution proceeds to be received by the SICAV-SIF in cash or
securities insofar as the SICAV-SIF is aware of such.
20

All interest due but not yet received and all interests yielded up to the Valuation Date
by securities owned by the SICAV-SIF, unless this interest is included in the principal
amount of such securities.

The attributable incorporation expenses of the SICAV-SIF, insofar as they have not been
amortised.

All other assets of whatever nature, including prepaid expenses.
Valuation and independent valuer(s)

The AIFM shall establish, maintain, implement and review for the SICAV-SIF written
policies and procedures that ensure a sound, transparent, comprehensive and
appropriately documented valuation process. Where one or more external valuers are
appointed, the valuation policies and procedures shall set out a process for the
exchange of information between the AIFM and the external valuer(s) to ensure that all
necessary information required for the purpose of performing the valuation task is
provided. The valuation policies and procedures shall ensure that the AIFM conducts
initial and periodic due diligence on third parties that are appointed to perform
valuation services.

Independent valuer(s) may be appointed by the SICAV-SIF in its sole discretion for the
purpose of assisting the SICAV-SIF in the calculation of the Net Asset Value per Share of
the relevant Classes.
The value of these assets shall be determined as follows:

The valuation of any security listed or traded on a Regulated Market is based on the
latest available closing price and, if this security is traded on several markets, on the
basis of the latest available closing price on the market considered to be the main
market for trading this security or the market deemed most appropriate by the Board.

Options and futures contracts are valued at the last available price on the market
where any such option or futures contract is principally traded, provided that if a
futures or options contract could not be liquidated on the day with respect to which net
assets are being determined, the basis for determining the liquidating value of such
contract shall be such value as the Board may deem fair and reasonable. The
liquidating value of futures and options contracts not traded on Regulated Markets shall
mean their net liquidating value, determined pursuant to the policies established by
the Board on a basis consistently applied for each different variety of contracts.

Forward currency contracts are valued at their respective fair market values
determined on the basis of prices supplied by sources.

Index, financial instrument related or interest rate swaps will be valued at their market
value established by reference to the applicable index, financial instrument or interest
rate curve, which is subject to parameters such as the level of the index, the interest
rates, the equity dividend yields and the estimated index volatility.

Total return swaps will be valued at fair value under procedures approved by the Board.
As such swaps are not exchange-traded, but are private contracts into which the SICAVSIF and a swap counterparty enter as principals, the data inputs for valuation models
are usually established by reference to active markets. However it is possible that such
market data will not be available for total return swaps near the Valuation Date. Where
such markets inputs are not available, quoted market data for similar instruments (e.g.
a different underlying instrument for the same or a similar reference entity) may be
used provided that appropriate adjustments are made to reflect any differences
between total return swaps being valued and the similar financial instrument for which
21
a price is available. Market input data and prices may be sourced from exchanges, a
broker, an external pricing agency or a counterparty.
If no such market input data is available, total return swaps will be valued at their fair
value pursuant to a valuation method adopted by the Board which shall be a valuation
method widely accepted as good market practice (i.e. used by active participants on
setting prices in the market place or which has demonstrated to provide reliable
estimate of market prices) provided that adjustments that the Board may deem fair and
reasonable be made. The SICAV-SIF's auditor will review the appropriateness of the
valuation methodology used in valuing total return swaps.
In any event the SICAV-SIF will always value total return swaps on an arms-length basis.

All other swaps will be valued at fair value, as determined in good faith pursuant to
procedures established by the Board.

The value of money market instruments not listed or traded on any Regulated Market
and with a remaining maturity of less than twelve months is deemed to be the nominal
value thereof, increased by any interest accrued thereon.

Securities not listed or traded on a Regulated Market shall be assessed on the basis of
the probable realisation value estimated with prudence and in good faith pursuant to
the procedures determined by the Board.

Currency holdings are valued on the basis of prices and cross currency rates supplied by
reputable and independent pricing sources. Securities expressed in a currency other
than the Share Currency concerned shall be converted on the basis of the rate of
exchange ruling on the relevant Valuation Date.

Investments in open-ended UCIs are taken at their last official net asset value known in
Luxembourg at the time of calculating the Net Asset Value of the relevant Sub-Fund.
Investments subject to bid and offer prices are valued at their mid-price.

The value of any cash at hand or on deposit, bills and demand notes and accounts
receivable, prepaid expenses, dividends and interests declared or due but not yet
collected will be deemed to be the full value thereof, unless it is unlikely that such
values are paid or received in full, in which case the value thereof will be determined
by deducting such amount the Board considers appropriate to reflect the true value
thereof.

All other securities and other assets, including money market instruments held by the
SICAV-SIF with a remaining maturity of twelve months or more, will be valued at fair
market value as determined in good faith pursuant to the procedures established by the
Board.

The Board in its discretion may permit some other method of calculation to be used if it
considers that such calculation better reflects the fair value of any asset of the SICAVSIF.
In addition to, and without detracting from, any power conferred on the Board under this
Prospectus, the Board has an overriding discretion where the pricing or valuation of any
asset or currency, referred to above, is in its opinion not available or representative for any
reason (including disruption, turmoil or distortion within the applicable market), to
determine and implement alternative pricing and valuation methods for such asset or
currency provided it acts in good faith and according to procedures determined by it.
Liabilities
The SICAV-SIF’s liabilities attributable to a Sub-Fund shall include:
22

All borrowings, bills matured and accounts due.

All liabilities known, whether matured or not, including all matured contractual
obligations that involve payments in cash or in kind (including the amount of dividends
declared by the SICAV-SIF but not yet paid).

All reserves, authorised or approved by the Board, in particular those that have been
accumulated to reflect a possible depreciation on any SICAV-SIF’s investments.

All of the SICAV-SIF’s other liabilities, of whatever nature with the exception of those
represented by Shares in the SICAV-SIF. In assessing the amount of these other
liabilities, the SICAV-SIF shall take into account all expenditures borne or to be borne
by it, including, without any limitation, the incorporation expenses and costs for
subsequent amendments to the Articles, fees and expenses payable to the AIFM,
Investment Manager, Sub-Investment Managers, Currency and/or Derivative Overlay
Managers, Collateral Margin Managers, Transition Managers, accountant, Depositary and
correspondent agents, Administrator, transfer agent, Paying Agent, Listing Agent or
other agents, officers and employees of the SICAV-SIF, as well as to the permanent
representatives of the SICAV-SIF in countries where it is subject to registration, the
costs for legal assistance and for the auditing of the SICAV-SIF’s Annual Reports, the
advertising costs, the costs of printing and publishing the documents prepared in order
to promote the sale of Shares, the costs of printing the Annual and Semi-Annual
Financial Reports, the costs of translating (where necessary) the Semi-Annual Report
and Accounts, the Annual Audited Report and Accounts and all prospectuses, the costs
of printing certificates or confirmations of registration, the cost of convening and
holding Shareholders’ and Board’ meetings, reasonable travelling expenses of the
Board, Directors’ fees, the costs of registration statements (and maintaining the
registration of the SICAV-SIF with governmental agencies or markets to permit the sale
of the SICAV-SIF's Shares), all taxes, corporate fees and duties charged by governmental
authorities, stock exchanges and markets, fiscal and governmental charges or duties in
respect of or in connection with the acquisition, holding or disposal of any of the assets
of the SICAV-SIF or relating to the purchase, sale, issue, transfer, redemption or
conversion by the SICAV-SIF of Shares and of paying dividends or making other
distributions thereon, the costs of publishing the issue and redemption prices as well as
any other running costs, including financial interest, facility fees or similar charges
payable resulting from any borrowing by the SICAV-SIF, banking and brokerage expenses
incurred when buying or selling assets or otherwise and all other administrative costs.
For the valuation of the amount of these liabilities, the SICAV-SIF shall take into
account prorata temporis the expenses, whether administrative or otherwise, that
occur regularly or periodically.
The SICAV-SIF constitutes one single legal entity, provided that in relation to third
parties, including the SICAV-SIF’s creditors or other claimants, each Sub-Fund shall be
exclusively responsible for only the liabilities attributable to it. The liabilities, expenses
and costs that cannot be allocated to one Class and Series, as the case may be, of one
Sub-Fund will be charged to the different Classes and Series of the same Sub-Fund in
equal parts or, as far as it is justified by the amounts concerned, proportionally to their
respective net assets.
Each of the SICAV-SIF’s Shares in the process of being redeemed shall be considered as
a Share issued and existing until the close of business on the Valuation Date applicable
to the redemption of such Share and the Share's price shall be considered as a liability
of the relevant Sub-Fund of the SICAV-SIF from the close of business on such date and
this until the price has been paid.
Each Share to be issued by the SICAV-SIF in accordance with subscription applications
received shall be considered as issued from the close of business on the Valuation Date
23
of its issue price and its price shall be considered as an amount owing to the relevant
Sub-Fund of the SICAV-SIF until it has been received by the SICAV-SIF.
As far as possible, all investments and disinvestments to and from the SICAV-SIF must,
in order to be taken into consideration, be transmitted and confirmed by the AIFM,
Investment Manager or a Sub-Investment Manager, as the case may be, to the
Depositary on or before the cut-off times applicable to each Sub-Fund (as set out in
Appendix 4 hereof).
Availability of pricing data
For the purpose of determining the value of the SICAV-SIF’s assets, the Administrator relies
upon information received from various pricing sources (including investment fund
administrators, brokers, specialist(s) duly authorised to that effect by the Board and/or
other relevant pricing sources).
In circumstances where one or more pricing sources fail to provide valuations for an
important part of the assets to the Administrator, the latter is authorised not to calculate a
Net Asset Value and as a result may be unable to determine subscription and redemption
prices. The Board shall be informed immediately by the Administrator should this situation
arise. The Board may then decide to suspend the Net Asset Value calculation, in accordance
with the procedures set out in the section entitled "Suspension of the Calculation of Net
Asset Value and of the Issue, Redemption and Conversion of Shares” hereinafter.
If since the time of determination of the Net Asset Value there has been a material change
in the quotations in the markets on which a substantial portion of the investments
attributable to the relevant Class of Shares are dealt in or quoted, the SICAV-SIF may, in
order to safeguard the interests of the Shareholders and the SICAV-SIF, cancel the first
valuation and carry out a second valuation, in which case all relevant subscription and
redemption requests will be dealt with on the basis of that second valuation.
24
SUSPENSION OF THE CALCULATION OF NET ASSET VALUE AND OF THE ISSUE,
REDEMPTION AND CONVERSION OF SHARES
The SICAV-SIF reserves the right to refuse instructions to redeem or convert more than 10%
of the total value of Shares in issue of any Sub-Fund or Class of Shares, as the case may be,
on any one Valuation Date. The requests for redemption or conversion on such Valuation
Date shall be reduced proportionally among the investors and the Shares to which each
redemption or conversion request relates. Shares which are not redeemed or converted on
such Valuation Date shall be redeemed or converted on the next Valuation Date in priority
to any redemption or conversion requests received thereafter. Shareholders affected by
such reduction of their redemption or conversion proceeds shall be informed as far as
possible in a timely manner.
Conversion and redemption requests will be valued at the Net Asset Value prevailing on
that Valuation Date. On such Valuation Date, deferred requests will be dealt with in priority
to later requests and in the same order that the Administrator originally received the
requests.
The Board is authorised to temporarily suspend the calculation of the Net Asset Value of
one or more Sub-Funds or Classes and/or Series, as the case may be, as well as issues,
redemptions and conversions of Shares, in the following instances:
(a)
For any period during which a Regulated Market which is the main market in which a
substantial portion of the affected Sub-Fund’s investments is listed at a given time is
closed, except in the case of regular closing days or for days during which trading is
considerably restricted or suspended.
(b)
When the political, economic, military, monetary, social or geographical situation, or
act of God beyond the SICAV-SIF’s responsibility or control, make it impossible to
dispose of one, some or all of its assets through reasonable and normal channels,
without seriously harming the interests of Shareholders.
(c)
For any period that an applicable Reference, Share or Sub-Fund Currency has, in the
Board’s opinion, been disrupted or distorted by economic, social, political,
geographical or other events having a financial impact which is adverse to the
interests of affected Shareholders.
(d)
During any breakdown in communications normally used to determine the value of
any of the SICAV-SIF’s investments or current prices on any Regulated Market or other
market or if, for any reason, the value of any important part of the assets of the
SICAV-SIF may not be determined as rapidly and accurately as required.
(e)
Whenever exchange or capital movement restrictions prevent the execution of
transactions on behalf of the SICAV-SIF or in case purchase and sale transactions of
the SICAV-SIF’s assets are not realisable at normal exchange rates.
(f)
If as a result of the commission of insider dealing, market abuse, market-timing or
other improper conduct affecting the Shares or underlying assets of a Sub-Fund, the
interests of Shareholders are substantially at risk of being prejudiced.
(g)
If the Board so decides, as soon as a meeting is called during which the liquidation of
the SICAV-SIF or a Sub-Fund shall be put forward.
(h)
During the existence of any state of affairs, excluding any breakdown of a data
processing system, used by the Administrator, to calculate the Share prices of the
Sub-Fund, which constitutes an emergency in the opinion of the Board as a result of
which the issue and, if applicable, redemption or conversion prices cannot be fairly
calculated.
25
(i)
In the case where it is impossible to determine the price of units or shares in
Investment Funds or Hedge Funds which represent an important part of the portfolio
of the concerned Sub-Fund.
(j)
In the case of a Sub-Fund for which the Board has required that a Side Pocket SubFund be established.
In exceptional circumstances relating to a significant subscription, redemption or
conversion of Shares, or to a lack of liquidity of, or price distortion in, the relevant markets
or instruments, that may have a negative effect on the interests of Shareholders, the Board
reserves the right to set the Net Asset Value of the Shares of any Sub-Fund only after
carrying out the requisite purchases and/or sales of instruments and/or securities on behalf
of the relevant Sub-Fund. In that case, the subscriptions, redemptions and conversions that
are in the process of simultaneous execution will be executed on the basis of a single Net
Asset Value.
The suspension of the calculation of the Net Asset Value of any Sub-Fund or Class shall not
affect the valuation of other Sub-Funds and Classes, except to the extent these Sub-Funds
and Classes are also affected thereby.
Subscribers and Shareholders tendering requests for subscription, redemption and/or
conversion of Shares shall be advised of the deferral or suspension of the calculation of the
Net Asset Value when filing of such requests or as soon as possible thereafter.
Suspended subscription, redemption and conversion applications:
• may in these circumstances be withdrawn by means of a written notice from the
investor or investor's authorised agent, provided the SICAV-SIF receives such notice
before the suspension ends; and
• shall be taken into consideration on the first Valuation Date after the suspension
ends.
26
DILUTION LEVY
The actual cost of purchasing, selling or switching underlying investments in a Sub-Fund
may deviate from the mid-market value used in calculating its Share price, due to dealing
charges, taxes, and any spread between buying and selling prices of the Sub-Fund’s
underlying investments. These dealing costs could have an adverse effect on the value of a
Sub-Fund, known as “dilution”. In order to mitigate the effect of dilution, the Board has
the power to charge a dilution levy on the purchase, redemption or conversion of Shares in
a Sub-Fund. A dilution levy is a separate charge of such amount or at such rate as is
determined by the Board to be made for the purpose of reducing the effect of dilution. This
amount is paid into the relevant Sub-Fund.
The dilution levy is calculated by reference to the costs of dealing in the underlying
investments of the relevant Sub-Fund, including any dealing spreads, commission and
transfer taxes.
The need to charge a dilution levy will depend on the volume of purchases and
redemptions. It is not possible to predict accurately whether dilution would occur at any
point in time.
The Board’s policy is that it may require a dilution levy on the purchase and redemption of
Shares if, in its opinion, the existing Shareholders (for purchases) or remaining Shareholders
(for redemptions) might otherwise be adversely affected. For example, the dilution levy
may be charged in the following circumstances:
(i) where the net assets of a Sub-Fund is in continual decline;
(ii) on a Sub-Fund experiencing large levels of net purchases relative to its size;
(iii) on “large deals” (typically being a purchase or redemption of Shares to a size exceeding
5% of the Net Asset Value of the relevant Sub-Fund);
(iv) in any case where the Board is of the opinion that the interests of existing or remaining
Shareholders require the imposition of a dilution levy.
This policy is intended to mitigate the dilutive effect of Shareholder transactions on the
future growth of the SICAV-SIF.
The Board, in its absolute discretion, may waive or reduce the dilution levy.
Details of the dilution levy for each Sub-Fund are set out in the relevant Sub-Fund
Information Sheet in Appendix 4 to this Prospectus.
27
ISSUE OF SHARES
See the relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus for details of
the Valuation Dates, Subscription Fees, cut-off times for receipt of Subscription
Applications and Settlement Dates for subscriptions.
The Board is authorised to issue Shares within each Class and Series, as the case may be, of
each Sub-Fund listed herein at all times and without limits.
After initial subscription, Shares of a particular Class of a Sub-Fund will be issued at a price
corresponding to the Net Asset Value per Share of the said Class, on the relevant Valuation
Date for which subscription orders are accepted (the “Subscription Application(s)”).
Shares of Series will be issued at a fixed price determined by the Board.
In addition, a subscription fee in favour of the SICAV-SIF, Distributor or sub-distributor or
any Agent thereof as defined at the section “Other Useful Information” may be charged
(the “Subscription Fee”) pursuant to distribution contractual arrangements entered into by
the SICAV-SIF and the Investment Manager acting as Distributor. The Subscription Fee (if
any) applicable to each Sub-Fund or Class is described in the relevant Sub-Fund Information
Sheet in Appendix 4 to this Prospectus. Shareholders may also be required to pay a dilution
levy in addition to the Subscription Fee as set out in the section “Dilution Levy” and in the
relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus.
Subscription Procedure
Subscription Applications must be completed in full and sent to the Administrator, in
writing or by fax using the application form. The application form is available from the
SICAV-SIF, the Administrator, the Distributor or any sub-distributor. All subscriptions will be
handled on the basis that the Net Asset Value of the Sub-Fund or Class or Series, as the case
may be, will not be known or determined at the time of subscription.
The Distributor, the sub-distributor or any Agent will, if collection services are offered,
only accept and forward to the Administrator subscription requests for a particular
subscription date that were made prior to its own contracted cut-off times (which dates
will always be on or before the cut-off time mentioned in the Prospectus). Please consult
the Distributor, sub-distributor or Agent (as the case may be) for details of the relevant
cut-off times. Please see the relevant Sub-Fund Information Sheet in Appendix 4 to this
Prospectus for the cut-off times for Subscription Applications in respect of each Sub-Fund.
Subscription Applications received by the Administrator after the required cut-off time shall
be executed on the next applicable Valuation Date.
The application form is governed by Luxembourg law and any disputes arising from the
application form will be brought before the exclusive jurisdiction of the courts of the
Grand-Duchy of Luxembourg. Investors should note that there are no legal instruments in
Luxembourg required for the recognition and enforcement of judgments in Luxembourg.In
certain exceptional circumstances, the Board may in its sole discretion permit a
subscription request to be accepted by the Administrator after the relevant cut-off time for
receipt of such request, provided that (i) the request is received before the point at which
the assets of the Sub-Fund are to be valued; (ii) the acceptance of such request does not
impact other Shareholders and that (iii) fair and equal treatment of all Shareholders is
maintained.
Subscription requests are irrevocable except in the case of suspension of the calculation of
the Net Asset Value as described in the section “Suspension of the calculation of Net Asset
Value and of the Issue, Redemption and Conversion of Shares”.
The subscription price of each Share is payable in the Share Currency or alternatively in any
major, freely convertible currency requested by the investor and permitted by the Board
28
(in which case any currency conversion costs shall be borne by the investor). Please refer to
the relevant Sub-Fund Information Sheets in Appendix 4 to this Prospectus for the
Settlement Dates for subscriptions in respect of each Sub-Fund. If the payment in respect
of a subscription is not received in the required time, the subscription may be cancelled by
the SICAV-SIF and the SICAV-SIF also reserves all legal rights of action against the defaulting
subscriber.
The SICAV-SIF reserves the right to reject within a reasonable time frame and prior to the
Dealing Date, any Subscription Application in whole or in part without having to give
reasons. Possible transaction costs may be charged to the SICAV-SIF and potential credit
interest will be credited to the SICAV-SIF.
A confirmation of the registration of the relevant Shares in the register of Shareholders of
the SICAV-SIF (the “Share Register”) will be sent to Shareholders within a reasonable
period after the entry has been made.
Failure to meet the anti-money laundering requirements or to provide the requested
documentation may delay the processing of a subscription request. The investor will not
receive any interest or any other compensation for such delay.
Subscriptions in Kind
Subject to any applicable laws and to the preparation of a special report drawn up by a
réviseur d’entreprises agréé, the Board may, in its sole discretion, agree to issue Shares as
consideration for a contribution in kind of securities provided that such securities comply
with the investment objectives and policies of the relevant Sub-Fund. The Board will only
exercise its discretion if: (i) requested by the relevant Shareholder in writing; and (ii) the
transfer does not, in the opinion of the Board, adversely affect the interests of other
Shareholders of the Class. Any costs incurred, including the costs of the special report in
connection with a contribution in kind of securities, shall be borne by the Shareholder.
29
REDEMPTION OF SHARES
See the relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus for details of
Redemption Fees, cut-off times for the receipt of redemption orders and Settlement Dates
for redemptions.
Except if otherwise provided for some Sub-Funds, any Shareholder of any Class or any
Series, as the case may be, within any Sub-Fund is entitled, at any time, to have its Shares
redeemed by the SICAV-SIF upon written request.
In exceptional circumstances the Board may levy a redemption fee in favour of the relevant
Class. See the relevant Sub-Fund Information Sheets in Appendix 4 to this Prospectus for
the maximum redemption fee that may be levied and under what circumstances (the
“Redemption Fee”). The same percentage of Redemption Fee will be consistently applied
to all redemptions of the same Class of Sub-Fund dealt with on the same Valuation Date.
Shareholders may also be required to pay a dilution levy, if any, as set out in the section
“Dilution Levy”.
Shares redeemed by the SICAV-SIF shall be cancelled.
Redemption procedure
Redemption requests must be sent to the Administrator in writing or fax. Investors may also
use the Redemption Form that is available from the SICAV-SIF, the Administrator, the
Distributor or any sub-distributor. In case of redemption requests of Shares of different
Series within the same Class, redemption requests will be processed in the order of issue of
the relevant Series, i.e. the earliest Series issued being redeemed first (on a first in first
out (FIFO) basis).
The redemption request must indicate the number of Shares of the relevant Class of the
Sub-Fund or the value to be redeemed and also all useful Shareholder reference
information including the remittance currency. Please note that redemption proceeds are
only payable to a bank account with the same name as on the Share Register and will, save
where contrary instructions are received, be payable in the Share Currency.
All redemption requests are dealt with on the basis that the Net Asset Value of the relevant
Sub-Fund or Class or Series is not known or determined at the time of redemption.
The Distributor, sub-distributor or any other Agent thereof will, if collection services are
offered, only accept and forward to the Administrator those redemption requests which
were made prior to its own contracted cut-off times (which dates will always be before the
cut-off time mentioned in the Prospectus). Please consult the Distributor, sub-distributor or
Agent (as the case may be) for details of these relevant cut-off times. Please see the cutoff time for each Sub-Fund as set out in the Sub-Fund Information Sheets in Appendix 4 to
this Prospectus. However, in certain circumstances, the Board may permit a Redemption
Application to be accepted by the Administrator after the relevant cut-off time for receipt
of such request, provided that (i) the request is received before the point at which the
assets of the Sub-Fund are to be valued; (ii) the acceptance of such order does not impact
other Shareholders and that (iii) fair and equal treatment of all Shareholders is maintained.
Redemption notifications received by the Administrator after the required cut-off time shall
be executed on the next applicable Valuation Date.
Redemption requests are irrevocable except in the case of suspension of the calculation of
the Net Asset Value as described in the section “Suspension of the calculation of Net Asset
Value and of the Issue, Redemption and Conversion of Shares”.
Payment shall automatically be made in the Share Currency unless the Shareholder has
prior to payment date requested payment in any major, freely convertible currency in
30
writing in which case any currency conversion costs shall be borne by the Shareholder.
Payment of the redemption proceeds will be made on the redemption Settlement Date,
save for exceptional circumstances or as may otherwise be provided for in this Prospectus
(please see the relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus).
Shareholders should ensure that the currency of the bank account provided corresponds
with the currency requested.
When applicable, the SICAV-SIF reserves the right in its discretion to extend the period of
payment of redemption proceeds to a period not exceeding 30 Business Days following the
Valuation Date on which the value of the redemption price is calculated, as shall be
necessary to repatriate proceeds of the sale of investments in the event of impediments
due to exchange control regulations, closure or disruption of markets for affected assets or
currencies or similar constraints in the markets in which a substantial part of the affected
assets of the SICAV-SIF or a Sub-Fund are invested or in exceptional circumstances where
the liquidity of a Sub-Fund is not sufficient to meet all redemption requests.
Failure to meet the anti-money laundering requirements or to provide the requested
documentation is likely to delay the payment of the redemption proceeds. The investor will
not receive any interest or any other compensation for such delay.
Redemption in Kind
Subject to any applicable laws and to the preparation of a special report drawn up by a
réviseur d’entreprises agréé, the Board may, in its sole discretion, pay the proceeds of the
redemption to the relevant Shareholder by means of a redemption in kind of securities and
other assets of the relevant Class of Sub-Fund. The Board will only exercise this discretion
if: (i) requested or accepted by the relevant Shareholder in writing, and (ii) the transfer
does not, in the opinion of the Board, adversely affect the interests of remaining
Shareholders of any Class of the Sub-Fund. Any costs incurred, including the costs of the
special reporting connection with a redemption in kind of securities shall, unless the
Director’s otherwise determine, be borne by the Shareholder requesting the redemption in
kind.
Compulsory Redemption
In the event that the net assets attributable to a Sub-Fund, Class or Series, as the case may
be, are less than the equivalent of USD 5,000,000 for a period of at least three consecutive
months, and whenever the interests of the Shareholders of the same Sub-Fund, Class or
Series demand so, especially in the case of a change in the monetary, economic and/or
political situation affecting a Sub-Fund, Class or Series, the Board may decide on the basis
of the conditions laid down in the section “Termination and Merger/Amalgamation of
Classes or Sub-Funds” to redeem on a compulsory basis all the remaining Shares of the SubFund, Class or Series or otherwise to avail itself of the merger/amalgamation provisions
contained herein relating to contributions to other Sub-Funds or collective investment
schemes.
Such redemption or merger/amalgamation will be made at the Net Asset Value applicable
on the day on which all assets attributable to such Sub-Fund, Class or Series have been
realised.
The Board also has the right to compulsory redeem Shares held in contravention of the
terms of this Prospectus as more fully dealt with under the heading below entitled
“Restriction of Ownership of Shares”.
31
RESTRICTION OF OWNERSHIP OF SHARES
The SICAV-SIF reserves the right to refuse all or part of a Subscription Application for Shares
without having to give reasons or to redeem, at any time, Shares held by investors who are
not in the opinion of the Board authorised to buy or own the SICAV-SIF’s Shares.
Persons not authorised to buy or own Shares in the SICAV-SIF
(a) Persons that are not Well-Informed Investors: The sale and holding of Shares is
restricted to Well-Informed Investors. The SICAV-SIF will not issue Shares to investors
that are not Well-Informed Investors. Furthermore, the SICAV-SIF will not allow the
continued holding of Shares, by a person that is not Well-Informed. The SICAV-SIF will
only permit the issue or holding of Shares if the investor has provided sufficient
evidence of being Well-Informed. The SICAV-SIF will have regard to Luxembourg
regulations to enforce this restriction. These restrictions of ownership will be enforced
by the SICAV-SIF against any party to whom Shares are transferred on the Luxembourg
Stock Exchange by reason of the SICAV-SIF’s listing. This is regardless of the fact that,
under Luxembourg Stock Exchange listing requirements, Shares are required to be
freely negotiable and transferable as a condition of admission to trading thereon.
Well-Informed Investors subscribing in their own name, but on behalf of a third party,
must certify that such subscription is made on behalf of a Well-Informed Investor. The
SICAV-SIF may in its sole discretion, require evidence that the beneficial owner of the
Shares is a Well-Informed Investor.
(b) Persons disqualified by the SICAV-SIF for deemed infringements or other cause: The
Articles provide that the Board may restrict or prevent the ownership of Shares in the
SICAV-SIF where the SICAV-SIF deems that such ownership entails an infringement of
the law or the requirements of any country or regulatory authority, or that such
ownership may, in the SICAV-SIF’s opinion, give rise to the SICAV-SIF incurring any
liability or taxation or suffering any other disadvantage, pecuniary or non-pecuniary,
which the SICAV-SIF may not otherwise have incurred or suffered , or which may, in the
absolute discretion of the Board, prejudice the SICAV-SIF in another manner. For this
purpose the SICAV-SIF will be deemed to be prejudiced if such a compulsory redemption
is necessitated in the interest of one or more remaining Shareholders. The SICAV-SIF
accordingly reserves its legal rights to restrict or prevent the ownership of Shares in the
aforesaid circumstances.
(c) Ownership restriction applicable to US Persons: The Shares have not been and will not
be registered under the United States Securities Act of 1933, as amended, (the “1933
Act”) or the securities laws of any of the states of the U.S. The Shares may be offered,
sold or delivered directly or indirectly in the U.S. or to or for the account or benefit of
any US Person as defined, if agreed in advance, with the absolute discretion of the
Board. The SICAV-SIF has not been and will not be registered under the US Investment
Company Act of 1940, as amended (“1940 Act”). Applicants for Shares will be required
to certify whether they are US Persons. All Shareholders are required to notify the
SICAV-SIF of any change to their status (or their intent to change their status) as a nonUS Person as defined.
(d) Ten percent owner restriction: The SICAV-SIF may in its sole discretion restrict or
prevent the ownership of Shares of the SICAV-SIF specifically but without limitation, by
any Shareholder that would beneficially own more than 10 per cent of the Shares of any
Sub-Fund of the SICAV-SIF (a “ten percent owner”).
For such purposes the SICAV-SIF may:

Decline to issue any Shares and decline to register any transfer of Shares where it
appears to the SICAV-SIF that such registration or transfer may result in a
Shareholder beneficially owning more than 10 percent of the Shares.
32

At any time require any person whose name is entered in the Share Register to
promptly provide information, supported by an affidavit, in order to determine
whether or not the beneficial ownership of such Shareholder’s Shares exceeds this
limit.
(e) If the value of a Shareholder’ Shares falls below any minimum investment value
prescribed by the Prospectus for a Class or Sub-Fund as a result of redemptions, the
SICAV-SIF reserves the right to compulsorily redeem all such Shares or alternatively to
effect a compulsory exchange thereof for Shares of another Class in the same or an
equivalent Sub-Fund having the same Share Currency but a lower minimum
requirement. The SICAV-SIF will give the Shareholder thirty (30) calendar days' written
notice to purchase additional Shares to meet the minimum requirement prior to
affecting a compulsory redemption.
Procedures relating to Compulsory Redemptions




The holding of any Shares by a party, whether for its own account or on behalf of
another which does not satisfy the restrictions of ownership referred to in (a) to(e)
above may result in the compulsory redemption of all or part of such Shares by the
SICAV-SIF at any time without prior notice to the Shareholder. A compulsory
redemption will be made in the following manner: the SICAV-SIF shall serve a notice
(the "redemption notice") on the Shareholder appearing in the Share Register as the
owner of the Shares, specifying the Shares to be redeemed, the redemption date, how
the redemption price will be calculated and the name of the redeemer. Such notice
may be sent by prepaid registered post addressed to the affected Shareholders at their
last address known appearing in the books of the SICAV-SIF.
Immediately after the close of business on the redemption date specified in the
redemption notice, the Shareholder will cease to be the owner of the Shares specified
in the notice, and the entry in the Share Register will be removed. The redemption
price shall be the amount based on the Net Asset Value per Share of the relevant Class
on the next succeeding Valuation Date following the redemption date, all as
determined by the Board, less any service charges provided for in the redemption
notice.
The SICAV-SIF shall be entitled to deduct any outstanding amounts legally owing by the
Shareholder to the SICAV-SIF for any reason, including any withholding taxes as the
SICAV-SIF is responsible for deducting in relation to the Shareholder and remit the
remaining proceeds to a bank account specified by the Shareholder. No interest is
payable on outstanding redemption amounts. The Board may redirect such unclaimed
proceeds for the benefit of the SICAV-SIF where if the original Sub-Fund is no longer in
existence.
The exercise by the SICAV-SIF of the power to effect a compulsory redemption under
Article 10 of the Articles shall not be challenged or invalidated on the grounds of
insufficient evidence of ownership of Shares by any person or that the true ownership
of any Shares was otherwise than appeared to the SICAV-SIF at the date of any
redemption notice, provided in such case the said powers were exercised by the SICAVSIF in good faith.
Powers in relation to withholding amounts
Despite anything else to the contrary herein contained, the SICAV-SIF shall have the right to
withhold any taxes or similar charges that it is legally required to withhold, whether by law
or otherwise, in respect of any shareholding in the SICAV-SIF, and shall for the purposes of
ascertaining the correct amount of such withholding be entitled to:
i. Require any Shareholder or beneficial holder of Shares in the SICAV-SIF to promptly
furnish such personal details as may be required by the SICAV-SIF in its discretion in
order to properly determine the incidence and quantum of such withholding.
33
ii. Divulge any such personal information to any tax or regulatory authority, as may legally
be required by such authority, without transgressing any confidentiality restrictions
undertaken by the SICAV-SIF or which would otherwise apply pursuant to law or custom.
iii. Withhold the payment of any redemption proceeds payable to a Shareholder until it
holds sufficient information as provided by the Shareholder or a third party to enable it
to determine the correct amount, in its opinion, to be withheld.
34
TRANSFER OF SHARES
A Shareholder may request the transfer of any or all of the Shares of a Class or Series, as
the case may be, of a Sub-Fund held to another eligible person.
Applications to transfer Shares must be made using the Transfer Form that is available from
the Administrator. The Transfer Form must be sent by the Shareholder to the Administrator
by fax or post.
Transfers notifications received by the Administrator shall be processed by the
Administrator within 48 hours (2 Business Days) of receipt.
The transfer may only be processed if the parties to the transfer meet the SICAV-SIF’s
requirements and provided that the transferee fulfils the same minimum holding,
identification, eligibility and other requirement as apply, respectively, to a redemption and
a subscription of Shares (see “Issue of Shares” and “Redemption of Shares” as well as
“Restrictions of Ownership of Shares”).
Until otherwise notified, no subscription, redemption or other fee is chargeable for such
transfers.
However, if the transfer of Shares results in a change of the beneficial owner, any
Investment Manager Performance Fee or Sub-Investment Manager Performance Fee, where
applicable, becomes payable and is charged to the Shares transferred. When the
transferred Shares have been issued in Series and if such transfer results in a change of the
beneficial owner, such transferred Shares will pay the Investment Manager Performance
Fee before the transfer and will be converted into Shares of the Series to be issued on the
Valuation Date corresponding to the date of the transfer, in accordance with the conversion
rules detailed in section “Conversion of Shares” of this Prospectus.
35
CONVERSION OF SHARES
See the relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus for details of
Conversion Fees and cut-off times for receipt of conversion orders.
Shareholders may request that all or part of their Shares of a Sub-Fund (the “Original SubFund”) be converted into Shares of the same Class but within a different Sub-Fund (the
“New Sub-Fund”), subject to the Conversion Rules set out below (unless otherwise provided
in Appendix 4, for the relevant Sub-Fund), at a price corresponding to the Net Asset Value
per Share of the relevant Class of both the Original and New Sub-Funds. When Shares are
converted into Shares of a Sub-Fund that issues Series, they will be converted into a new
Series created at the next Valuation Date at the launch price determined by the Board for
the relevant Class within that Sub-Fund. In exceptional circumstances the Board may in its
discretion levy a Conversion Fee (see the relevant Sub-Fund Information Sheets in Appendix
4 to this Prospectus). The same percentage of the Conversion Fee will be applied
consistently to all conversions dealt with on the same Valuation Date. When converting
Shares, any performance fee accrual will become payable before the conversion.
Due to subscription and redemption conditions for the Alternative Strategy Sub-Funds,
conversions to, between and from Alternative Strategy Sub-Funds will only be permitted in
exceptional circumstances, with the express approval of the Board and in compliance with
the principle of fair and equal treatment of Shareholders, except for conversions between
two Classes within the Alternative Strategy Sub-Fund.
A Shareholder wishing to make a conversion shall make the request in writing or by fax to
the Administrator, indicating the number of the Shares or value to be converted from one
Class of the Original Sub-Fund to the same Class of the New Sub-Fund or to another Class of
the same Sub-Fund, as the case may be. Shareholders may also use the Conversion Form
that is available from the Administrator. In case of conversion requests of Shares of
different Series within the same Class, conversion requests will be processed in the order of
issue of the relevant Series, i.e. the earliest Series issued being redeemed first (on a first in
first out (FIFO) basis).
All conversion requests will be handled on the basis that the Net Asset Value of both the
Original and New Sub-Funds will not be known or determined at the time of the conversion.
The Distributor, sub-distributor or any other Agent thereof will, if collection services are
offered, accept and forward to the Administrator those conversion requests that were made
prior to its own contracted cut-off times (which dates will always be before the cut-off
time mentioned in the Prospectus). Please consult the Distributor, sub-distributor or Agent
(as the case may be) for details of the relevant cut-off times. Please see the cut-off time
for each Sub-Fund as set out in the Sub-Fund Information Sheets in Appendix 4 to this
Prospectus.
Conversion requests notified after the required cut-off times of both the Original and New
Sub-Funds shall be dealt with on the next applicable common Valuation Date.
Conversion requests are irrevocable except in the case of suspension of the calculation of
the Net Asset Value as described in the section “Suspension of the calculation of Net Asset
Value and of the Issue, Redemption and Conversion of Shares”.
The SICAV-SIF reserves the right to refuse all or part of a conversion application for Shares
without giving reasons. Possible transaction costs will be charged to the SICAV-SIF and
potential credit interest will be received by the SICAV-SIF.
In certain exceptional circumstances, the Board may in its sole discretion permit a
conversion request to be accepted by the Administrator after the relevant cut-off time for
receipt of such request, provided that (i) the request is received before the point at which
the assets of the Sub-Fund are to be valued; (ii) the acceptance of such request does not
36
impact other Shareholders and (iii) fair and equal treatment of all Shareholders is
maintained.
The number of Shares issued upon conversion will be based on the respective Net Asset
Value per Share of the Class or Series or the launch price within the Original and New SubFunds or, as the case may be, within the same Sub-Fund on the Valuation Date on which the
conversion is affected. The number of Shares issued will be calculated according to the
following formula:
A = [B x C x (1-E)] x F
D
A = the number of Shares to be issued in the new Sub-Fund/Class
B = the number of Shares to be converted in the Original Sub-Fund/Class/Series
C = the Net Asset Value, on the applicable Valuation Date, of the Shares to be
converted in the Original Sub-Fund/Class/Series
D = the Net Asset Value, on the applicable Valuation Date, of the Shares to be issued
in the New Sub-Fund/Class or the fixed launch price at which Shares of a
particular Series are issued
E = the conversion fee, if any
F = the relevant currency exchange rate for the relevant Valuation Date as
determined by the Transfer Agent on the basis of current market rates when the
New Class/Sub-Fund and Original Class/Sub-Fund have different Share Currencies
and, in any other case, 1.
Shareholders may be required to pay a dilution levy, if any, as set out in the section
“Dilution Levy”.
After conversion, the Administrator will inform the Shareholder of the number of new
Shares obtained by the conversion and their price.
Conversion Rules
The following general rules apply to Conversions:

Conversion orders will be effected on the first Business Day where:
• the Valuation Date of the Original Sub-Fund/Class/Series and the New
Sub-Fund/Class/Series is the same, and furthermore; and
• the redemption Settlement Date of the Original Sub-Fund/Class/Series
and the subscription Settlement Date of the New Sub-Fund/Class/Series
are the same (please see the relevant Sub-Fund Information Sheets in
Appendix 4 to this Prospectus for details of Settlement Dates).
Should the conversion be between Alternative Strategy Sub-Funds, the
Board shall identify an appropriate settlement date whilst ensuring the
fair treatment of all Shareholders.

Where conversions between Sub-Funds are not permitted, investors may redeem from
and subscribe afresh to the relevant Sub-Funds subject to the subscription and
redemption rules in the relevant Sub-Fund Information Sheets in Appendix 4 to this
Prospectus.
37
The following table summarises the above Conversion Rules (unless otherwise provided in
Appendix 4, for the relevant Sub-Fund):
New Sub-Fund
Original Sub-Fund
Equity
Fixed
Income
Alternative
Strategy
Money
Market
Equity
Permitted
Permitted
Not Permitted
Permitted
Fixed
Income
Permitted
Permitted
Not Permitted
Permitted
Alternative
Strategy
Not
Permitted
Not
Permitted
Not
Permitted
Money
Market
Permitted
under
limited
circumstances
Permitted
Permitted
Not Permitted
Permitted
The Board is permitted, in certain circumstances to compulsorily convert Shares of a SubFund into a Side Pocket Sub-Fund in accordance with the terms of this Prospectus. Such
conversion will take place at the Net Asset Value applicable on the Valuation Date that the
relevant assets attributable to the Transferor Sub-Fund are transferred to the Side Pocket
Sub-Fund. Similarly the Board may re-convert the Shares of the Side Pocket Sub-Fund back
to the Transferor Sub-Fund in accordance with the requirements applicable to Side Pocket
Sub-Funds contained above.
38
DISTRIBUTION POLICY
See the relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus for details of
the distribution policy of each Sub-Fund.
The approval of the annual results and allocation of any distributions shall be determined
by the Shareholders at the annual General Meeting upon the proposal of the Board. Such
allocation may include the creation or maintenance of reserve funds and provisions, and
the determination of the balance to be carried forward.
Any resolution of a General Meeting relating to dividends to be distributed in respect of the
Shares in relation to a Sub-Fund shall, in addition, be subject to a prior vote, and as
requiring a majority required by Law of the Shareholders present or represented, of the
Shareholders of such Sub-Fund at the General Meeting of this Sub-Fund.
Interim dividends may, subject to such further conditions as set forth by law, be distributed
on the Shares of any Class or Series, as the case may be, if any, in any Sub-Fund following a
resolution of the Board.
Registered Shareholders at each dividend declaration date shall either be paid by electronic
transfer into the beneficiary account of record of the Shareholder or, in the absence of a
Shareholder written election to receive a cash dividend, the amount of the dividend will be
automatically reinvested for the subscription of additional Shares of any Class or Series, as
the case may be, of the Sub-Fund from which the distribution was made as at the relevant
Valuation Date of re-investment. Payment shall automatically be made in the Share
Currency unless the Shareholder has prior to the distribution date requested payment in any
major, freely convertible currency in writing (in which case any currency conversion costs
shall be borne by the Shareholder).
Failure to meet the anti-money laundering requirements or to provide the requested
documentation will delay the payment of distributions. The investor will not receive any
interest or any other compensation for such delay.
Dividends remaining unclaimed after five years from the declaration date will be forfeited,
and shall revert to the relevant Series, as the case may be, in the relevant Class within the
Sub-Fund concerned. No interest is payable on the outstanding distribution amounts. The
Board may redirect such unclaimed proceeds for the benefit of the SICAV-SIF where the
original Sub-Fund is no longer in existence.
Except if the Board determines otherwise, no distribution will be paid if, as a result
thereof, the net assets of the SICAV-SIF would fall below the equivalent in USD of EUR
1,250,000.
39
ANCILLARY POWERS OF THE BOARD
The Board shall possess all ancillary and incidental powers necessary to give effect to any
powers, discretion or entitlements conferred upon it herein. The SICAV-SIF may avail itself
of all authorities, dispensations or concessions to the maximum extent permitted by Law
and by the CSSF, and without having to amend this Prospectus in respect thereof, save if
required by law/CSSF practice or where interests of Shareholders will be better
safeguarded by such amendment.
MANAGING CONFLICTS OF INTEREST
The SICAV-SIF, the AIFM and the Investment Manager shall avoid situations where conflicts
of interest may arise including any actual or potential conflicts that may arise between
different parties in respect of a Sub-Fund. Where such a conflict cannot be avoided, and
provided that investors’ interests can be sufficiently protected, the conflict shall be
managed and minimised by appropriate safeguards, measures, systems and controls and
product structures as may be required in the reasonable opinion of the Board. The SICAVSIF, the AIFM and the Investment Manager are subject to the rules on conflicts of interest
pursuant to the regulations of their respective regulators. The SICAV-SIF, the AIFM and the
Investment Manager will maintain conflicts of interest policies governing disclosure and
management of conflicts.
Where conflicts of interest cannot be avoided and there exists a risks of damage to
Shareholders’ interests, the AIFM or the Investment Manager shall inform Shareholders of
the general nature or causes of the conflicts of interest and develop appropriate policies
and procedures in order to mitigate such conflicts while ensuring equal treatment between
investors and ensuring that the SICAV-SIF is treated in an equitable manner.
Shareholders should be aware that management of conflicts of interest can lead to a loss of
investment opportunity or to the AIFM or the Investment Manager having to act differently
than the way it would have acted in the absence of the conflict of interest. This may have a
negative impact on the performance of the SICAV-SIF and its Sub-Funds.
40
TAXATION
Information that describes the prevailing Luxembourg tax system in this section of the
Prospectus is provided for general information purposes only, and may be subject to
unexpected legal or interpretational changes. Investors should accordingly consult
independent advisers as to the accuracy and relevance thereof in relation to their personal
circumstances.
In accordance with current legislation and current practices, the SICAV-SIF is not liable for
any Luxembourg income and capital gains tax. Likewise, dividends paid by the SICAV-SIF are
not subject to any Luxembourg withholding tax.
Under legislation and regulations currently prevailing in Luxembourg, the SICAV-SIF is not
subject to any tax on assets invested in any other Luxembourg Investment Funds. However,
the SICAV-SIF is subject to an annual subscription tax in Luxembourg corresponding to 0.01%
of the value of the net assets. It is payable quarterly on the basis of the net assets of the
SICAV-SIF calculated at the end of the quarter to which the tax relates. Where a Sub-Fund
is invested in other Luxembourg Investment Funds or Hedge Funds, which in turn are
subject to the subscription tax provided by the 2010 Law and the 2007 Law, no subscription
tax is due from the SICAV-SIF on the portion of assets of the Sub-Fund(s) invested therein.
In addition, the 2007 Law states that no subscription tax is due from the Sub-Funds (i) the
exclusive object of which is the collective investment in money market instruments and the
placing of deposits with credit institutions, (ii) the weighted residual portfolio maturity of
which does not exceed 90 days and (iii) that benefit from the highest possible rating from a
recognised rating agency. Consequently, no subscription tax is due from the SICAV-SIF on
the portion of assets of the Sub-Fund(s) invested therein.
Foreign income receivable by the SICAV-SIF in the form of dividends or interest may be
subject to withholding taxes at varying rates, deducted at source in the jurisdiction of
origin.
If any tax is required to be withheld by the SICAV-SIF on Shares under applicable law or as
may otherwise be binding on the SICAV-SIF whether consequent on income or disposals of
underlying assets, or for any other reason, the SICAV-SIF may affect such tax withholdings
relating to one or more Shareholders, and account directly to the relevant tax authority in
respect of such withholdings.
Subject to prevailing law, the SICAV-SIF is hereby permitted to disclose any personal
Shareholder information which it is under a legal duty to provide to any judicial, regulatory
or fiscal authority, wheresoever situated, under applicable law or otherwise.
Taxation of Shareholders
Prospective Shareholders that are uncertain of legal or other implications of acquiring,
holding and selling Shares are advised to seek independent professional advice in their
country of residence, nationality or domicile.
FATCA
Following the implementation of FATCA provisions, the SICAV-SIF may face a 30%
withholding tax on payments of U.S. source income and proceeds from the sale of property
that could give rise to U.S. source interest or dividends when the SICAV-SIF is not able to
satisfy its obligation vis-à-vis the U.S. tax authorities. This ability will depend on each
Shareholder providing the SICAV-SIF with the requested necessary information.
A Shareholder that fails to comply with such documentation requests may be charged with
any taxes imposed on the SICAV-SIF attributable to such Shareholder’s non-compliance
under the FATCA provisions.
41
While the SICAV-SIF will make all reasonable efforts to seek documentation from
Shareholders to comply with these rules and to allocate any taxes imposed or required to
be deducted under these provisions to Shareholders whose non-compliance caused the
imposition or deduction of the tax, it is unclear at this time whether other complying
Shareholders may be affected by the presence of such non-complying Shareholders.
All prospective investors and Shareholders should consult with their own tax advisors
regarding the possible implications of FATCA on their investment in the SICAV-SIF.
42
CHARGES AND EXPENSES
Formation, Preliminary and Market-Entry Expenses
The SICAV-SIF shall itself be responsible for the payment of its own incorporation and
establishment expenses, including the costs of drawing up and printing the Prospectus,
notary public fees, the costs of filing documents with regulatory or markets authorities, the
costs of printing statements and confirmation of Shares and any other costs pertaining to
the setting up, launching and ongoing management and administration of the SICAV-SIF.
Costs and expenses, charged at the level of the SICAV-SIF or which cannot be allocated to
any one or more specific Sub-Fund, Class and Series, as the case may be, may be charged to
the different Sub-Funds, Classes and Series proportionally to their respective net assets.
If a new Sub-Fund or Class is created or a Sub-Fund is registered for sale in a new market,
the formation, preliminary or market-entry expenses of this Sub-Fund or Class will be
charged exclusively to it, and will be amortised over a 5-year period, starting on the
launching date of this Sub-Fund or Class. Formation and preliminary expenses of a Side
Pocket Sub-Fund will be charged proportionately to the Transferor Sub-Funds from which
the Affected Assets were transferred.
Formation, preliminary or market-entry expenses of the SICAV-SIF not amortised at the
launching of the new Sub-Fund(s) or Class(es) remain with existing Sub-Funds or Classes at
or subsequent to the incorporation of the SICAV-SIF.
Fees paid to the AIFM
The AIFM will receive a management fee (the “Management Fee”) for the provision of its
services. The Management fee, which is expressed as a percentage of the Net Asset Value,
is specified in the relevant Sub-Fund Information Sheet.
Fees paid to the Investment Manager
See the relevant Sub-Fund Information Sheet in Appendix 4 to this Prospectus for details of
the fees relating to each Sub-Fund, Class or Series.
The SICAV-SIF will for the duration of the Investment Management and Oversight Agreement
pay monthly to the Investment Manager a total investment management fee (the
“Investment Management Fee”) on the basis of the Net Asset Value of each Sub-Fund,
Class or Series, as the case may be, calculated on the relevant Valuation Dates.
The Investment Manager shall be entitled to levy the Investment Management Fee monthly
in advance.
The Investment Management Fee received by the Investment Manager from the SICAV-SIF
will be the aggregate of the Investment Manager Fee, the Investment Manager Performance
Fee, the Sub-Investment Manager Fee(s) and the Sub-Investment Manager Performance
Fee(s) (as such terms are described hereinafter). The Investment Manager will in turn pay
the Sub-Investment Manager Fee and Sub-Investment Manager Performance Fee (if any) to
the relevant Sub-Investment Manager(s). The Investment Management Fee relates solely to
delivery of portfolio/investment management services and shall exclude any oversight
services rendered and transaction costs incurred.
The Investment Manager is responsible for paying out of its own fees, the fees of the
Investment Advisor(s).
The fees of Currency Overlay, Derivative Overlay, Collateral Margin and Transition
Manager(s), if any, and all charges relating to investment transaction and dealing costs,
including counterparty charges under ISDAs, are for the account of, and payable by the
relevant Sub-Fund of the SICAV-SIF.
43
Sub-Funds invested in Hedge Funds or Investment Funds may be liable for transaction costs,
including sales and redemption charges, investment management fees and performance
fees (if any) of the Investment Fund(s) or Hedge Fund(s).
The Investment Management Fee may vary by Sub-Fund, Class and Series, as the case may
be, as specified in the relevant Sub-Fund Information Sheet in Appendix 4 to this
Prospectus.
The Investment Management Fee in respect of a Class of a Side Pocket Sub-Fund shall not
exceed the Investment Management Fee of the corresponding Class of the Transferor SubFund, and may only be paid once there are sufficient liquid assets.
Performance Fees
Investment Manager Performance Fee
In certain instances the Investment Manager may earn an Investment Manager Performance
Fee as more fully described in the relevant Sub-Fund Information Sheet in Appendix 4 to
this Prospectus. This Investment Manager Performance Fee will be calculated by comparing
the performance of the relevant Sub-Fund, Class or Series, as the case may be with the
performance of an agreed benchmark, hurdle rate or, if indicated in the relevant Sub-Fund
Information Sheet in Appendix 4 to this Prospectus, may be calculated on an absolute
return basis. The Investment Manager Performance Fee will accrue in arrears at each
Valuation Date and be paid monthly, quarterly, semi-annually, annually or over some other
regular period agreed in writing between the Investment Manager and the SICAV-SIF. In
addition, any Investment Manager Performance Fee due becomes payable on each Share
redeemed, converted to a different Class or Sub-Fund or transferred to a different
beneficial owner.
The Investment Manager Performance Fee will be calculated and paid with reference to the
high water mark principle, for example if the relevant Sub-Fund, Class or Series, as the
case may be, incurs relative losses after an Investment Manager Performance Fee payment
has been made, the Investment Manager will retain the payment but will not receive any
further Investment Manager Performance Fee until such losses have been recovered.
If a Sub-Fund issues Series for the purposes of calculating Investment Management
Performance Fees, the Investment Manager Performance Fee will be calculated in respect
of each period of twenty four months ending on 30 June of every second year (the
“Calculation Period”). However, the first Calculation Period in respect of each Class will
commence on the date at which Shares of the relevant Class have been issued for the first
time and will end on 30 June 2010.
At the beginning of each performance period, the high water mark (the "HWM") will be set
to the greater of (i) the launch or initial subscription price at which Shares of the relevant
Class is first issued, (ii) the highest Net Asset Value per Share of the relevant Class in effect
at the end of any previous Calculation Period, and (iii) the HWM applicable for the previous
Calculation Period adjusted by the Hurdle Rate (Hurdle Adjusted HWM).
It should be noted that as the Net Asset Value per Share may differ as per the Classes and
Series, separate performance fee calculations will be carried out.
For Sub-Funds where Series are issued, Shareholders will receive Shares of different Series
relating to the month that they subscribe to the Sub-Fund and the Investment Manager
Performance Fee will be calculated separately for each Share in a particular Series. The
reason for the different Series is to facilitate the calculation of the Investment Manager
Performance Fee attributable to each Series (because of the differing dates on which
Shares are issued throughout the Calculation Period of the Investment Manager
Performance Fee) and for no other reason. At the end of a Calculation Period, only the
relevant Shares of the different Series where a performance fee has been earned will be
44
converted into Shares of one single Series, being the oldest Series, provided however that
an Investment Manager Performance Fee has been earned with respect to such oldest
Series. If no performance fee is earned with respect to the Shares of the relevant Series or
Shares of the oldest Series, no conversion of such Shares will be made. The Sub-Fund may
issue as many Series as are needed in connection with additional dates on which
Shareholders have subscribed or for other reasons.
No Investment Manager Performance Fee shall be payable in relation to aSide Pocket SubFund.
Sub-Investment Manager(s) Performance Fee
In certain instances (a) Sub-Investment Manager(s) may earn a Sub-Investment Manager
Performance Fee as described in the relevant Sub-Fund Information Sheet in Appendix 4 to
this Prospectus. This Sub-Investment Manager Performance Fee is calculated by comparing
the performance of the Segregated Asset Pool with the performance of an agreed
benchmark. The performance of the Segregated Asset Pool is calculated before the
deduction of the Sub-Investment Manager Performance Fee but after the deduction of the
Sub-Investment Manager Fee. The Sub-Investment Manager Performance Fee will be
accrued in arrears at each Valuation Date and be paid by the Investment Manager monthly,
quarterly, semi-annually, annually or over some other regular period agreed in writing
between the Sub-Investment Manager and the Investment Manager.
The Sub-Investment Manager Performance Fee will be calculated and paid with reference to
the high water mark principle, for example if the Segregated Asset Pool incurs relative
losses after a Sub-Investment Manager Performance Fee payment has been made, the SubInvestment Manager will retain the payment but will not receive any further SubInvestment Manager Performance Fee until such losses have been recovered.
No Sub-Investment Manager Performance Fee shall be payable in relation to aSide Pocket
Sub-Fund.
Other Expenses
Additionally, the SICAV-SIF pays or may pay fees and expenses to providers of the following
services in accordance with normal business practice in Luxembourg: custody, paying
agency, domiciliary agency, administrative agency, management company, oversight,
registrar and transfer agency. The SICAV-SIF is also liable for other operational costs,
including but not limited to, costs of buying and selling securities, the cost of legal
publications, prospectuses, financial reports and other documents made available to
Shareholders, taxes, governmental charges, legal and auditing fees, professional adviser
fees, registration, publication, reporting expenses, communications, the remuneration of
Directors (unless they have declined such compensation) and their reasonable out of pocket
expenses, all expenses of Shareholders' and directors' meetings and of preparing, printing,
circulating and, if so decided, publishing notices and circulars to Shareholders, all
disbursements of the Investment Manager properly incurred in connection with the
discharge of its duties in compliance with the Investment Management and Oversight
Agreement (excluding any fees or expenses paid to any delegate or agent legally contracted
by the Investment Manager as principal),reasonable marketing expenses and advertisement
expenses and generally any other expenses arising from its administration.
All known expenses are accrued on each Valuation Date to determine the Net Asset Value
and are a first charge against income.
Any fees charged by the Investment Manager to the SICAV-SIF or a Sub-Fund outside of the
Investment Management Fee (i.e. in relation to management oversight, legal or related
fees rendered by the Investment Manager), shall require prior written approval of the
authorised signatories of the Board.
45
Reasonable expenses and disbursements directly attributable to the Affected Assets
including legal charges in order to preserve the rights and value in relation to the Affected
Assets will be recoverable out of the Side Pocket Sub-Fund once sufficient liquid funds have
become available.
46
LIQUIDATION
In the event of dissolution of the SICAV-SIF, liquidation shall be carried out by one or
several liquidators (whether natural persons or legal entities) named pursuant to a General
Meeting effecting such dissolution and at which meeting the liquidators’ powers and
compensation shall be determined. Liquidation will be carried out pursuant to the Law of
1915 on commercial companies, as amended. At the close of the liquidation period, the
unclaimed assets will be deposited with the Caisse de Consignation for the benefit of the
unidentified Shareholders.
The net proceeds of liquidation in respect of each Sub-Fund or, as the case may be, of each
Class and each Series, if any, within each Sub-Fund, shall be distributed by the liquidators
to the holders of Shares of the relevant Class and Series in proportion to their holding of
such Shares in such Sub-Fund or Class or Series.
If the SICAV-SIF’s share capital (i.e. the aggregate of all Sub-Funds) falls below two-thirds
of the minimum capital (EUR 1,250,000), the Board must submit a proposal for the SICAVSIF’s termination to a General Meeting for deliberation. No quorum requirements will be
applied; winding-up may be declared by a simple majority of the validly cast votes.
If the SICAV-SIF’s share capital falls to below one quarter of the minimum capital (EUR
1,250,000), the Board must submit a proposal for the SICAV-SIF’s termination to the
General Meeting for deliberation. No quorum requirements will be applied; winding-up may
be declared by the Shareholders owning one quarter of the validly cast votes.
The aforesaid meetings shall be convened within forty calendar days of the date at which it
was ascertained that the net assets fell below two-thirds or respectively one quarter of the
minimum capital respectively. Moreover, the SICAV-SIF may be terminated, by resolution of
the General Meeting ruling in accordance with the pertinent provisions of the Articles.
The resolutions of the General Meeting or of the court declaring the termination and
winding-up of the SICAV-SIF are to be published in the Mémorial and in two newspapers
with sufficiently wide circulation, at least one of which must be a Luxembourg newspaper.
The choice of which newspapers are to carry the publication is made at the discretion of
the liquidator(s).
The SICAV-SIF will not accept subscriptions or redemptions into / from a Sub-Fund after the
occurrence of the facts/events which, in its opinion, give rise to the liquidation of the
SICAV-SIF, except where such subscriptions are necessary for the purposes of liquidation.
47
TERMINATION AND MERGER/AMALGAMATION OFSERIES, CLASSES OR SUB-FUNDS
The Board may decide to close one or more Series, Classes or Sub-Funds in the best
interests of the Shareholders, if there has been a substantial modification in the political,
economic or monetary situation pertinent to a Series, Class or Sub-Fund, which, in the
opinion of the Board renders this decision necessary, or if for any reason whatsoever, the
value of the net assets of a Sub-Fund, Class or Series falls below or has not matched the
equivalent of USD 5,000,000 for a period of at least three consecutive months, and the
Board determines that the interests of the Shareholders of that same Series, Class or SubFund demand such action to be taken.
Unless otherwise decided by the Board, the SICAV-SIF may continue to redeem Shares of the
Series, Class or Sub-Fund to be terminated until the decision to terminate has been made.
The SICAV-SIF shall base these redemptions on the Net Asset Value taking into account
anticipated termination expenses, but without deduction of any redemption fee or any
other fee.
The launch expenses that are unamortised must be fully amortised as soon as the decision
to terminate is adopted.
The amounts that have not been claimed by the Shareholders or their beneficiaries at the
termination of a Series, Class or Sub-Fund shall be deposited with the Caisse de
Consignation in Luxembourg.
All fees and expenses relating to the termination or merger/amalgamation of Series, Classes
or Sub-Funds will be borne by the Shareholders of the Sub-Fund, Class or Series being
terminated or merged/amalgamated, unless otherwise dictated by the Law or determined
by the Board.
Termination by contribution to another Sub-Fund within the SICAV-SIF or to another
undertaking for collective investment established under Luxembourg law
A termination contemplated above may, if approved by the Board, be combined with or
substituted for a contribution to one or several Sub-Fund(s) within the SICAV-SIF or to one
or several other sub-fund(s) of another undertaking for collective investment established
under Part II of the 2010 Law or under the 2007 Law, in the best interests of the
Shareholders.
For a minimum period of one month from the date of publication of the decision to
contribute, the Shareholder(s) of the relevant Sub-Fund(s) may request the redemption of
their Shares free of charge (i.e. without the Shareholder incurring a redemption fee), even
when the redemptions of Shares are restricted or closed.
At the expiry of this period, the decision to contribute will bind all the Shareholders who
have not exercised their rights of redemption, provided that where the undertaking for
collective investment that will receive the contribution is a mutual fund (fonds commun de
placement), the decision to contribute will only be binding on Shareholders who have
agreed to make a contribution.
All relevant decisions of the Board shall be sent to all registered Shareholders by mail, at
the address indicated in the Share Register.
Termination by contribution to a foreign undertaking for collective investment (i.e. not
established under Luxembourg Law)
A Sub-Fund may exclusively contribute to a foreign undertaking for collective investment
with the unanimous approval of the Shareholders of the relevant Sub-Fund or on condition
that only the assets of the consenting Shareholders shall be so contributed.
48
All relevant decisions of the Board shall be sent to the registered Shareholders by mail, at
the addresses indicated in the Share Register.
Amalgamation of a Class or Series with another Class or Series
A termination of a Class or Series contemplated above may, if approved by the Board, be
combined with or substituted for the amalgamation of one or several Classes or Series
within the SICAV-SIF, and the SICAV-SIF may re-designate the Shares of the Class or Classes
concerned as Shares of another Class (following a split or consolidation, if necessary, and
the payment of the amount corresponding with any fractional entitlement to Shareholders).
All relevant decisions of the Board shall be sent to the registered Shareholders by mail, at
the addresses indicated in the Share Register.
The Shareholders of a Sub-Fund, Class or Series that is to be merged/amalgamated or
terminated shall be given the opportunity to redeem their Shares free of charge for a
period of one month commencing from the date on which they were informed of the
decision to merge/amalgamate or terminate the Sub-Fund, Class or Series. Upon expiry of
this period, the merger/amalgamation or termination arrangements will bind all the
Shareholders who have not exercised this option to redeem.
Division of Sub-Funds
In the event that the Board believes it would be in the interests of the Shareholders of the
relevant Sub-Fund or that a change in the economic or political situation relating to the
Sub-Fund concerned would justify it, the Board may decide to reorganise a Sub-Fund by
dividing it into two or more Sub-Funds. Such decision will be published in the same manner
as described above and, in addition, the publication will contain information in relation to
the new Sub-Funds. Such publication will be made one month before the date on which the
reorganisation becomes effective in order to enable the Shareholders to request
redemption of their Shares, free of charge before, the effective date.
49
OTHER USEFUL INFORMATION
PRINCIPAL AND REGISTERED OFFICE
European Bank & Business Center
6c route de Trèves,
L-2633 Senningerberg
GRAND-DUCHY OF LUXEMBOURG
TRADE REGISTER NUMBER
B-99640
AIFM
The SICAV-SIF has appointed RBS (Luxembourg) S.A. to serve as its alternative investment
fund manager in accordance with the 2013 Law and the AIFMD pursuant to an Alternative
Investment Fund Manager Agreement dated as of 22 July 2014.
RBS (Luxembourg) S.A. is a Société Anonyme incorporated under the Luxembourg law of 10
November 2004 for an unlimited period of time. The articles of incorporation of the AIFM
were published in the Mémorial C of 6 December 2004 and filed with the Chancery of the
District Court of Luxembourg and were most recently amended on 1 July 2014.
It is registered on the official list of Luxembourg management companies governed by
Chapter 15 of the 2010 Law and is authorized as an alternative investment fund manager
pursuant to Chapter 2 of the 2013 Law and the AIFMD.
The AIFM is a member of The Royal Bank of Scotland Group (the “RBS Group”), which
provides services to the collective investment schemes market, principally in the role of
trustee to units trusts and depositary to investment companies with variable capital.
The AIFM is entitled to receive from the SICAV-SIF as remuneration for its services
hereunder a Management Fee, as specified in each Sub-Fund Information Sheet.
The AIFM has been appointed by the SICAV-SIF as its external alternative investment fund
manager within the meaning of article 4 of the 2013 Law. As external alternative
investment fund manager, the AIFM is in charge of the portfolio management, the risk
management and the marketing of the SICAV-SIF. Upon recommendation and with the prior
consent of the Board, the AIFM may delegate certain of its duties and powers to any person
or entity, subject to the provisions of the 2013 Law.
In the framework of its portfolio management function, the AIFM elaborates in
collaboration with the Board, the objectives, policies, strategies and investment
restrictions of the SICAV-SIF and its Sub-Funds. It takes the investment decisions and
manages the SICAV-SIF’s assets in a discretionary manner and with the goal of reaching the
investment objectives of the different Sub-Funds of the SICAV-SIF.
In the framework of its risk management function, the AIFM implements appropriate risk
management systems in order to detect, measure, manage and follow in an adequate
manner all risks relating to the investment strategies of each Sub-Fund which is exposed or
potentially exposed to such risks.
The AIFM has adopted a best execution policy in order to obtain the best result possible
when passing orders. Investors can obtain from the Investment Manager the relevant
information on that best execution policy.
50
The AIFM disposes of additional own funds of a sufficient amount to cover the potential
liability risks arising out of its professional negligence in its capacity as manager of the
SICAV-SIF.
The AIFM shall ensure that its decision-making procedures and its own organisational
structure ensure the fair treatment of Shareholders. In addition, the AIFM shall ensure on
an on-going basis that Shareholders are treated fairly and equitably. No preferential
treatment is expected to be granted to any Shareholder. Where Shareholders would not be
treated equitably, information on that preferential treatment, the type of Shareholders
who obtain such preferential treatment, and where relevant, their legal or economic links
with the SICAV-SIF or the AIFM will be made available in the annual report of the SICAV-SIF.
Insofar as voting rights are attached to the assets held by one of the Sub-Funds, the AIFM
entrusts the Investment Manager with the exercise of any such voting rights or corporate
actions.
The AIFM may appoint delegates to perform portfolio management or risk management
tasks. However, no delegate can be appointed if its interests are likely to or will conflict
with those of the AIFM or the investors, save where such delegate has separated, on a
functional and hierarchical basis, the performance of its portfolio management or risk
management tasks from its other potentially conflicting tasks, and the potential conflicts of
interest are properly identified, managed, monitored and disclosed to the investors.
The AIFM can and is authorised to give or receive remuneration, a commission or provide a
non-monetary benefit if it refers to:
- a remuneration, a commission or a non-monetary benefit paid or provided to the SICAVSIF or by it, or to a person acting on behalf of the SICAV-SIF or by itself;
- a remuneration, a commission or a non-monetary benefit paid or provided by a third
party or itself or to a person acting in the name of the third party or by itself if the
objective of this remuneration, commission or benefit is to improve the quality of the
service provided and does not harm the obligation of the AIFM to act in the interests of
the SICAV-SIF or of its investors;
- the appropriate remuneration which permits the provision of the necessary services or
are necessary for the provision of the service, most notably the custody rights, the
exchange and procedural costs, the regulatory taxes, which by their nature are not
incompatible with the obligation which is incumbent on the AIFM to act honourably,
loyally and in the interests of the SICAV-SIF or the investors.
Information relative to the existence, the nature and the amount of the remuneration or
commission and where this amount cannot be determined, the explanation of the
calculation method provided in the annual report of the SICAV-SIF.
The investors are invited to contact the SICAV-SIF or the AIFM in order to receive more
detailed information on remuneration, commission or non-monetary benefits paid, provided
or received with respect to the second point above.
The AIFM has delegated the portfolio management to Momentum Global Investment
Management Limited. Documents in relation to the management of the portfolio may be
requested directly from the Investment Manager
INVESTMENT MANAGER
Following an Investment Management Agreement dated 22 July 2014 and upon
recommendation and with the consent of the SICAV-SIF, the AIFM has delegated the
management of the assets of the SICAV-SIF to Momentum Global Investment Management
Limited, a company incorporated under the laws of England and Wales.
Under the supervision of the AIFM, the Investment Manager will manage all or part of the
SICAV-SIF’s investments.
51
No investment manager can be appointed if its interests are likely to or will conflict with
those of the AIFM or the investors, save where such investment manager has separated, on
a functional and hierarchical basis, the performance of its portfolio management or risk
management tasks from its other potentially conflicting tasks, and the potential conflicts of
interest are properly identified, managed, monitored and disclosed to the investors.
Investors should contact the Investment Manager or the registered office of the SICAV-SIF in
order to obtain a list of such potential conflicts of interest.
The primary duties of the Investment Manager are to carry out the investment management
of the Sub-Funds and to oversee the day-to-day operations of the SICAV-SIF..
The Investment Manager is at liberty in the performance of its duties and in the exercise of
the powers, discretions and privileges vested in it to act through its officers or to delegate
such duties to an affiliated company or such other parties as it shall nominate, but will
remain responsible for the actions of its delegates, in accordance with the terms of the
Investment Management and Oversight Agreement.
The Investment Manager is also responsible for the investment performance of the SubFunds and a) exercises discretion on a day to day basis regarding the apportionment of
assets between Segregated Mandates and Investment Funds, b) selects and appoints the
Sub-Investment Managers to manage the Segregated Mandates within and/or between the
Sub-Funds, c) selects and appoint the Investment Advisors and d) purchases and sells units
or shares of Investment Funds and Hedge Funds for the Sub-Funds. The Investment Manager
monitors the Sub-Investment Managers appointed on an ongoing basis to ensure that their
strategies, processes and transactions are consistent with the investment objectives and
investment restrictions of the Sub-Funds.
In addition, the SICAV-SIF has authorised the Investment Manager to enter into brokerage,
ISDA, currency overlay, securities–lending, collateral margin, and transitional management
agreements and other dealing arrangements in the name and for the account of the SICAVSIF upon terms the Investment Manager deems acceptable and which arrangements are
directly binding on the SICAV-SIF as principal. Transaction costs in relation to the aforesaid
dealing arrangements shall be for the account of the relevant Sub-fund.
The Investment Manager has established a voting rights strategy in respect of the SICAVSIF’s assets which has been adopted by the AIFM. A summary description of the policy as
well as the details of the actions taken under such policy are available upon request from
the SICAV-SIF’s registered office.
SUB-INVESTMENT MANAGERS
The Sub-Investment Managers appointed to the Segregated Mandates within the Sub-Funds
each have full discretion on a day-to-day basis to buy and sell securities and Investment
Funds and otherwise to manage the assets under their mandate in accordance with the
investment objectives and restrictions applicable to the relevant Sub-Fund, subject to the
overall direction, supervision and control of the Investment Manager, who in turn remains
responsible and answerable to the SICAV-SIF for the performance of the Sub-Investment
Managers.
An up-to-date list of appointed Sub-Investment Managers and the relevant portfolios
managed by such Sub-Investment Managers is available from the SICAV-SIF’s registered
office or the Investment Manager’s office. This schedule of appointed Sub-Investment
Managers is also published in the annual and semi-annual reports of the SICAV-SIF.
TRANSITION MANAGER
The Investment Manager may also appoint a Transition Manager on behalf of the SICAV-SIF
to control and minimise the portfolio and operational risks associated with the replacement
of a Sub-Investment Manager. The Transition Manager also minimises the risk of
implementing the new investment strategy and the risk of disruption to the investment
management process.
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The Transition Manager will advise the Investment Manager as to the most appropriate
timeframe and tracking strategy to move from the legacy to target portfolio, while
maintaining the risk characteristics of the portfolio and will implement such changes to the
portfolio as are required.
INVESTMENT ADVISORS
The Investment Advisors shall act as investment advisors to the Investment Manager and in
that capacity shall provide continuing advice on the allocation/deployment of the SubFunds’ assets under the investment management of the Investment Manager. The
Investment Advisors shall ensure that any advice takes full account of the investment
objectives and restrictions of the Sub-Fund as set out in the Prospectus as applicable and as
may be notified by the Investment Manager in writing from time to time. The Investment
Advisors shall constantly monitor the Sub-Funds’ assets. The Investment Manager, at its
discretion, may or may not accept the recommendation of the Investment Advisors. Where
a recommendation is accepted and approved by the Investment Manager, the Investment
Manager may, by express consent only, instruct the Investment Advisors to trade on its
behalf.
An up-to-date list of appointed Investment Advisors and the relevant portfolios for which
they advise the Investment Manager, when not referred to in the relevant Sub-Fund
Information Sheet, is available from the SICAV-SIF’s registered office, or the Investment
Manager’s office.
CURRENCY OVERLAY MANAGER
The Investment Manager may also appoint a Currency Overlay Manager to conduct a
financial trading strategy relating to the currency exposures of the SICAV-SIF. Typically the
SICAV-SIF has pre-existing exposures to foreign currencies by reason of the difference
between the currency of a Sub-Fund’s class of shares and the currencies in which the
underlying assets of the Sub-Fund are held, and will be seeking to retain the currency value
of the particular class of shares (irrespective of the movement of currencies making up the
underlying assets) through hedging. The Currency Overlay Manager will conduct foreignexchange hedging on behalf of the SICAV-SIF by selectively placing and removing hedges to
achieve the objectives of a Sub-Fund.
COLLATERAL MARGIN MANAGER
The Investment Manager may appoint a Collateral Margin Manager on behalf of the SICAVSIF to perform any collateral transactions in order to reduce credit risk in unsecured
financial transactions. Collateral management involves cash or securities being transferred
from one counterparty to another as security for a credit exposure. Collateral is often
required to be posted in order to mitigate funding any credit exposure that arises in
relation to derivative transactions. The form of collateral is agreed before initiation of the
contract. Collateral agreements are often bilateral. Collateral has to be returned or posted
in the opposite direction when exposure decreases in response to a margin calls.
DERIVATIVE OVERLAY MANAGER
The Investment Manager may also appoint a Derivative Overlay Manager on behalf of the
SICAV-SIF to conduct a financial trading strategy where a Sub-Fund has a pre-existing
exposure to markets, and seeks to limit the risk from adverse movements in market
movements through hedging. The Derivative Overlay Manager will conducts market hedging
on behalf of the SICAV-SIF by selectively placing and removing hedges to achieve the
objectives of the Sub-Fund.
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DEPOSITARY, PAYING AGENT AND ADMINISTRATOR
The SICAV-SIF has appointed J.P. Morgan Bank (Luxembourg) S.A. to provide services as
required by Luxembourg law (1) as depositary of the assets of the SICAV-SIF, under a
Depositary Agreement dated 3 November 2005, as amended by an Amendment Agreement
dated 22 July 2014, and (2) as Administrator, under an Administration Agreement dated 3
November 2005, as amended by an Amendment Agreement dated 21 July 2014 and (3) as
Listing and Paying Agent under a Listing and Paying Agent Agreement dated 3 November
2005. J.P. Morgan Bank (Luxembourg) S.A. was incorporated in Luxembourg as a Société
Anonyme on 16 May 1973 and has an undetermined duration.
Each of the parties may terminate each of the above Agreements subject to 90 days’
notice.
The safekeeping of the SICAV-SIF’s assets has been entrusted to the Depositary who shall
fulfil the obligations and duties stipulated under the Custody Agreement and by law.
The SICAV-SIF's assets shall be deposited with the Depositary and/or the Depositary's
correspondents. The Depositary shall use reasonable care in the selection, appointment and
monitoring of its Correspondents. The Depositary shall be liable for its own negligence,
fraud or willful default of its duties, or that in respect of its Correspondents, as set out in
the Depositary Agreement. The Depositary shall also be liable for loss resulting from an
error or omission by a Correspondent or failure by a Correspondent to use reasonable care
as determined by the standards prevailing in the relevant market, or from the insolvency of
a Correspondent that is a branch or affiliate of the Depositary. The rights and obligations of
the Depositary are more particularly set out in the Depositary Agreement.
J.P. Morgan Bank (Luxembourg) S.A. will further:
(i)
ensure that the sale, issue, redemption and cancellation of Shares effected by the
SICAV-SIF or on its behalf are carried out in accordance with the Articles and the
Law of 2013;
(ii)
ensure that in transactions involving the assets of the SICAV-SIF, any consideration
is remitted to it within the customary settlement dates;
(iii)
ensure that the income of the SICAV-SIF is applied in accordance with the Articles
and applicable law.
(iv)
ensure that the Net Asset Value per Share is calculated in accordance with the Law
of 2013 and the Articles;
(v)
carry out the instructions of the SICAV-SIF or the AIFM unless they conflict with the
Articles or applicable law.
As the Domiciliary, Registrar, Transfer and Administrator (the “Administrator”), J.P.
Morgan Bank (Luxembourg) S.A. is also responsible for the general administrative functions
of the SICAV-SIF required by Luxembourg law and for processing the issue, conversion, as
the case may be and redemption of Shares, the calculation of the Net Asset Value of the
Shares in the SICAV-SIF and the maintenance of accounting records for the SICAV-SIF. J.P.
Morgan Bank (Luxembourg) S.A. is also appointed as listing agent in Luxembourg for the
SICAV-SIF.
As paying agent for the SICAV-SIF (the “Paying Agent”) J.P. Morgan Bank (Luxembourg) S.A.
is ultimately responsible for the payment of the dividends, if any, and the redemption
proceeds of the Shares to Shareholders of the SICAV-SIF.
The fees for the Depositary’s services are charged in accordance with usual bank practice
as agreed from time to time in an annex to the Depositary Agreement. The Depositary will
be entitled to a commission calculated in accordance with usual bank practice.
54
The Depositary is not allowed to carry out activities with regard to the SICAV-SIF that may
create conflicts of interest between the SICAV-SIF, the AIFM, the investors and the
Depositary itself, unless it has functionally and hierarchically separated the performance of
its depositary tasks from its other potentially conflicting tasks, and the potential conflicts
of interest are properly identified, managed, monitored and disclosed to the investors.
The Depositary may delegate to third parties the safe-keeping of the assets of the SICAV-SIF
subject to the conditions laid down in the AIFMD and the 2013 Law, and in particular for
custody tasks referred to in point a) of paragraph (8) of article 19 of the 2013 Law, that
such third parties are subject to effective prudential regulation (including minimum capital
requirements, supervision in the jurisdiction concerned and external periodic audit) for the
custody of financial instruments.
Where the law of a third country requires that certain financial instruments be held in
custody by a local entity and there are no local entities that satisfy the delegation
requirements laid down in point d) ii of paragraph (11) of article 19 of the 2013 Law, the
Depositary can discharge itself of liability provided that the requirements of paragraph (14)
of article 19 of the 2013 Law are met.
The identity of such delegates may be obtained upon request to the AIFM or the Depositary.
The Depositary’s liability shall not be affected by any such delegation referred to in
paragraph (11) of article 19 of the 2013 Law.
However, the Depositary may discharge its liability in case of loss of assets held in custody
by delegates provided that:
a) all requirements for the delegation of its safe-keeping services set forth above are met;
b) the written contract between the Depositary and the relevant delegate expressly
transfers the liability of the Depositary to that delegate and makes it possible for the
SICAV-SIF or the AIFM acting on behalf of the SICAV-SIF to make a claim against that
delegate in respect of the loss of assets or for the Depositary to make such a claim on
behalf of the SICAV-SIF; and
c) there is objective reasons for such discharge of liability which are:
(i)
(ii)
limited to precise and concrete circumstances characterising a given activity;
and
consistent with the Depositary’s policies and decisions.
Such objective reasons shall be established each time the Depositary intends to discharge
itself of liability.
The Depositary’s liability towards Shareholders may be invoked indirectly through the AIFM,
in its quality as external AIFM of the SICAV-SIF.
DISTRIBUTOR, SUB-DISTRIBUTOR AND MARKET MAKER
Following the Distribution and Marketing Agreement dated 22 July 2014 and upon
recommendation and with the consent of the SICAV-SIF, the AIFM has delegated the
distribution and marketing of the Shares of the SICAV-SIF to Momentum Global Investment
Management Limited (the “Distributor”), a company incorporated under the laws of
England and Wales.
Momentum Global Investment Management Limited may conclude contractual arrangements
with other sub-distributors, placement agents or other processing agents as its agents
55
(individually referred to as an “Agent” and collectively to as the “Agents”) to market and
place the Shares of any Sub-Fund in various countries throughout the world and to provide
nominee services as may be permitted pursuant to the agreement to be entered into
between the Distributor and such other parties.
The SICAV-SIF may appoint other distributors. An up-to-date list of the distributors
appointed to each Sub-Fund is available at the registered office of the SICAV-SIF.
Any distributor(s), sub-distributor(s) or Agent(s) appointed to market and place the Shares
of the SICAV-SIF shall have the power to offer them directly, or through any of their
subsidiaries or group companies comprising nominee services, to eligible investors, subject
to the relevant terms and conditions of the distribution agreements under which they are
appointed and provided they are: (i) professionals of the financial sector regulated in a
country imposing anti-money laundering (“AML”) requirements on customers equivalent to
those prevailing in Luxembourg or (ii) professionals of the financial sector being a branch or
qualifying subsidiary of an eligible intermediary referred to under (i), provided that such
eligible intermediary is, pursuant to its national legislation or by virtue of a statutory or
professional obligation or pursuant to a group policy of a parent entity, obliged to impose
the same AML identification duties on its branches and subsidiaries situated abroad as those
imposed by the parent entity. Reference herein to “eligible investors” means Well-Informed
Investors that are entitled to invest in the SICAV-SIF pursuant to the terms of this
Prospectus and the Law.
Pursuant to any sub-distribution agreement containing nominee arrangements, the nominee
shall be entered in the Share Register, rather than the eligible investors who have invested
in the SICAV-SIF via the nominee. The nominee shall satisfy the Administrator that the
beneficial owner of the Shares is an eligible investor. The terms and conditions of the
relevant sub-distribution agreement will restrict persons entitled to invest in the SICAV-SIF
through a nominee to those that are eligible in Law to so invest.
Copies of any such agreements will be available for inspection at the registered office of
the SICAV-SIF during usual business hours.
Investors should be aware that subscriptions for the Shares of each Sub-Fund may be made
either through the Distributor, sub-distributor(s), any other Agent thereof or else directly to
the SICAV-SIF.
Where subscriptions for the Shares of each Sub-Fund are not made directly to the SICAV-SIF,
the Distributor or sub-distributor or any other Agent will be entitled to action those
applications which were received prior their own contracted cut-off times (which dates will
always be on or before the cut-off times mentioned in this Prospectus). Please consult the
applicable Distributor, sub-distributor or Agent for details of the applicable cut-off times.
MARKET MAKER
The SICAV-SIF may also appoint one or more market makers (the "Market Maker(s)") to buy
and sell the Shares of each Sub-Fund of the SICAV-SIF from and to Shareholders
respectively. An up-to-date list of appointed Market Maker(s) will be available from the
SICAV-SIF’s registered office. This schedule of appointed market makers will also be
published in the annual and semi-annual reports of the SICAV-SIF.
Subject to the publication of transaction arrangements and conditions specified by the
SICAV-SIF and/or the Market Maker(s) from time to time in writing, investors may transact
purchases and sales of shares in accordance therewith directly with the Market Maker.
The Market Maker will comply with the following procedure:

the Market Maker will only buy and sell Shares on the same day and at the same prices
as the SICAV-SIF is authorised to do so, and shall be entitled to charge an applicable
fee;
56

the Market Maker may not act as counterpart to any subscription and redemption
transactions without the specific approval of the investors initiating the relevant
transactions;

the Market Maker may agree to buy Shares from investors who wish to redeem. Such
investors will complete a form requesting the Market Maker to either buy their Shares
from them or arrange for their redemption by the SICAV-SIF. The Market Maker will on
the same day sell Shares on to subscribers purchased on that day or redeem them from
the SICAV-SIF. The Market Maker is permitted to retain a stock of Shares but in doing so
bears the funding cost and assumes the market risk that the Share price will fall;

any new subscriber acquiring Shares from the Market Maker is required to complete a
standard application form and provide all necessary proof of identification regarding
the requested anti-money laundering checks as well as to prove that the investor
qualifies as a Well-Informed Investor. The documentation will be submitted to the
Administrator for approval prior to acceptance of any subscription/purchase order.
Additional documentation is required to be completed by the Market Maker and the
new subscriber to enable the new subscriber to become a registered Shareholder;

the Market Maker will regularly notify the Administrator in writing of all orders
executed by it in order to ensure (i) that the data relating to investors is updated in the
Share Register held by the Administrator and (ii) that confirmations of investment may
be forwarded from Luxembourg to the new investors. The Market Maker shall transmit
all transaction documentation entered into with Shareholders and prospective
Shareholders to the Administrator;

the Market Maker will not be entitled to sell Shares unless it has on the same day
purchased them from a redeeming investor or subscribed for them from the SICAV-SIF
on that same day, or when it has previously acquired them. The market maker may thus
never hold a negative “book” position at the end of a Valuation Date.
INVESTMENT MANAGERS’ SELECTION AND MONITORING PROCESS
The Sub-Funds may be diversified by placing their assets under the management of SubInvestment Managers specialising in a broad range of strategies. The Investment Manager
utilises a comprehensive investment process that consists of quantitative and qualitative
analysis by which Sub-Investment Managers are screened and continuously monitored by the
Investment Manager.
The purpose of this selection process is to construct a portfolio that is most likely to
achieve the investment objectives of the Sub-Funds. The specific portfolio objective and
the constraints for the Investment Manager in its Sub-Investment Managers selection
function include (but are not limited to) risk and return objectives, time horizons for
evaluating return and risk, investment restrictions, liquidity/redemption requirements
and/or constraints, as set by the Board.
The Investment Manager will only select Sub-Investment Managers which are duly qualified
and that are experienced in the specific field of investments for which they are appointed.
Sub-Investment Manager mandates will only be given to natural or legal persons that are
authorised or registered for the purpose of investment portfolio management and are
subject to adequate prudential supervision requirements. Mandates given to third-country
investment managers require adequate cooperation arrangements to be in place between
the CSSF and the supervisory authority of the third-country. If the aforesaid conditions are
not met, the delegation will require the CSSF’s prior approval as being of sufficiently good
repute and having the necessary experience in relation to the particular mandate. The
Investment Manager will monitor the Sub-Investment Managers on an ongoing basis.
57
Each relevant Sub-Fund's portfolio will be reviewed, in accordance with the investment
objectives of the relevant Sub-Fund, by the Investment Manager in terms of analysis of the
Sub-Fund's portfolio performance and review of portfolio sector allocations.
The Investment Manager will finally evaluate Sub-Investment Managers in relation to the
relevant universe of comparable investment managers and then to the portfolio return and
consistency objectives. Comparison with the relevant universe indicates if value has been
added through the Sub-Investment Manager selection. Comparison to the portfolio objective
identifies whether a Sub-Investment Manager is suitable for the investments of the
portfolio. The Investment Manager conducts in-depth reviews of each Sub-Investment
Manager to analyse whether it remains appropriate for the relevant Sub-Fund(s) to allocate
assets to the relevant Sub-Investment Managers.
During the ongoing monitoring process, the Investment Manager will closely monitor the
Sub-Investment Manager’s performance and decide on the actions to be taken, for example,
either to increase the position, hold or reduce the position allocated to the relevant SubInvestment Managers.
The Investment Manager may add Sub-Investment Managers for the Sub-Funds or revoke the
mandates of Sub-Investment Managers in which case the list of Sub-Investment Managers
will be updated.
The same procedures apply to the Currency Overlay Managers, the Derivative Overlay
Managers, Collateral Margin Managers and Transition Managers.
COMMISSION ARRANGEMENTS
The Sub-Investment Managers may enter into commission arrangements with brokers under
which certain business services are obtained from third parties and are paid for by the
brokers out of the commissions they receive from transactions with the SICAV-SIF. The
terms of the relevant agreements with brokers will specifically provide for these
arrangements to be in accordance with prevailing Luxembourg and other applicable EU and
non-EU country laws. Consistent with obtaining best execution, brokerage commissions on
portfolio transactions for the SICAV-SIF may be directed to broker-dealers in recognition of
benefiting directly from research services furnished by them as well as for services
rendered in the execution of orders by such broker-dealers.
The receipt of investment research and information and related execution services permits
the Sub-Investment Managers to supplement their own research and analysis and makes
available to them the views and information of individuals and research staff of other firms.
Such commission arrangements are subject to all applicable laws and regulations, including
those that govern the Investment Manager, and are further subject to the following
additional conditions: (i) the Sub-Investment Managers will act at all times in the best
interest of the SICAV-SIF when entering into commission arrangements with brokers; (ii) the
services provided will bear a direct relationship with the activities of the Sub-Investment
Managers; (iii) portfolio transactions for the SICAV-SIF will be directed towards brokerdealers that are entities and not to individuals; and (iv) the Sub-Investment Managers will
at all times cooperate to provide such reports to the Investment Manager with respect to
commission arrangements as may be required by the SICAV-SIF from time to time including
the nature of the services it receives.
CO-MANAGEMENT AND POOLING
For the purpose of efficient management the Board may decide to pool all or part of the
assets of the SICAV-SIF or the Sub-Funds with all or part of the assets of other Sub-Funds of
the SICAV-SIF or to co-manage all or part of the assets, with the exception of a cash
reserve, if necessary, with assets of other Luxembourg Investment Funds or sub-funds
thereof (hereinafter the “Co-Managed Assets” and “Party(ies) to the Co-Managed Assets”)
58
for which the Depositary of the SICAV-SIF has been appointed as Depositary. Assets shall be
co-managed in accordance with the respective investment policy of the relevant Parties to
the Co-Managed Assets, each of which being identical or comparable in their objectives.
The most restrictive investment restrictions and policies of all the participating Parties to
the Co-Managed Assets shall prevail.
Each Party to the Co-Managed Assets will participate in the relevant Co-Managed Assets in
proportion to the assets contributed thereto by it. The assets will be attributed to the
Parties to the Co-Managed Assets on a pro rata basis to their contribution to the CoManaged Assets. The entitlements of each participating Party to the Co-Managed Assets
apply to each and every line of the investments comprising the Co-Managed Assets.
Co-Managed Assets shall be constituted by the transfer of cash or other assets, whenever
appropriate, from each of the participating Parties to the Co-Managed Assets. Thereafter,
the Board may from time to time make further transfers to the Co-Managed Assets. Assets
may also be transferred out of the pool of Co-Managed Assets back to a participating Party
to the Co-Managed Assets up to the amount of the participation of the particular Party to
the Co-Managed Assets concerned.
Dividends, interest and other distributions of any income earned in respect of the CoManaged Assets will be applied for the benefit of the Parties to the Co-Managed Assets, in
proportion to participation, and may be paid out to participating Parties to the Co-Managed
Assets or else be reinvested as part of the Co-Managed Assets.
Any costs and expenses incurred in respect of the Co-Managed Assets will be applied against
such Co-Managed Assets. Such costs and expenses will be attributed to the Party to the CoManaged Assets concerned in proportion to the respective entitlements of the Party to the
Co-Managed Assets.
In the case that a breach of investment restrictions occurs at the Sub-Fund level when such
Sub-Fund is participating in the Co-Managed Assets and even though the relevant SubInvestment Managers complied with the investment restrictions effected on said CoManaged Assets, the Investment Manager will ask the Sub-Investment Managers to reduce
the investment in breach, in proportion to the participation of the concerned Sub-Fund
participating in the Co-Managed Assets.
Upon the dissolution of the SICAV-SIF or a Sub-Fund, or whenever the Board decides to
withdraw the participation of the SICAV-SIF or a Sub-Fund of the SICAV-SIF from the CoManaged Assets, the Co-Managed Assets will be allocated to the participating Parties to the
Co-Managed Assets in proportion to their respective participation in the Co-Managed Assets,
and no prior notice will be required to be given to Shareholders.
The investor should be aware that such Co-Managed Assets are used solely for effective
management purposes, provided that all participating Parties to the Co-Managed Assets
have the same Depositary. Co-Managed Assets do not constitute legal entities and are not
directly accessible to investors. However, the assets and liabilities of each of the Sub-Funds
of the SICAV-SIF will be segregated and identified at all times.
FINANCIAL YEAR
The financial year of the SICAV-SIF begins on 1 July of each year and ends on 30 June of the
next year.
SHAREHOLDERS MEETINGS
The Annual General Meeting is held at the registered office of the SICAV-SIF in Luxembourg
on the third Thursday of October in each year at 4:00 pm, or if such a day is not a Business
Day, on the next Business Day. Convening notices and all other legal notices are given in
accordance with Luxembourg law and the Articles.
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The Shareholders of a specified Sub-Fund may at any time convene a General Meeting to
decide on any matters relating exclusively to that Sub-Fund.
The Shareholders of a Class may at any time convene a General Meeting to decide on any
matters relating exclusively to that Class.
REPORTS AND OTHER DOCUMENTS AVAILABLE
Printed copies of the audited annual reports will be sent, upon request, to the registered
address of Shareholders or in electronic format to an email address provided by the
Shareholder and will also be made available for inspection at the SICAV-SIF’s registered
office. The SICAV-SIF may send abridged annual reports (comprising a report on activities,
the auditor’s report and the statements of net assets, operations and changes in net assets)
to Shareholders in place of full reports, provided that full reports are available to
Shareholders free of charge on request at the registered office of the SICAV-SIF.
Copies of the following documents may be obtained, free of charge, at the registered office
of the SICAV-SIF:
















The Articles
The current Prospectus
The latest audited annual and unaudited semi-annual reports
The AIFM Agreement
The Investment Management Agreement
The Distribution and Marketing Agreement The Depositary Agreement
The Administration Agreement
The list of appointed Sub-Investment Managers and Transition Manager(s)
The list of Distributor(s) and sub-distributors appointed
The list of Investment Advisors
The list of countries where the shares of the SICAV-SIF are registered for sale
The Listing and Paying Agency Agreement
The list of Market Maker(s) appointed, if any
The list with the applicable prospective Valuation Dates for each Sub-Fund Proxy Voting
Policy
Information regarding conflicts of interest
The current list of Investment Fund domiciles for each Sub-Fund.
HISTORICAL PERFORMANCE
Shareholders may obtain a copy the historical performance of a Sub-Fund, if any, upon
request from the Investment Manager.
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Appendix 1: INVESTMENT RESTRICTIONS
Based on the principle of risk spreading, the Board has adopted the following restrictions
relating to the investment of the SICAV-SIF’s assets and its activities. These restrictions
may be amended from time to time by the Board if and as it shall deem to be in the best
interests of the SICAV-SIF, in which case the Prospectus will be updated accordingly. The
investment restrictions of a particular Sub-Fund may be more restrictive under the
requirements of the relevant Sub-Fund Information Sheet in Appendix 4 as compared with
this Appendix 1 and other parts of the Prospectus. The Sub-Fund Information Sheets, being
a fundamental part of this Prospectus, thus take precedence in the case of any
inconsistency with another part of the Prospectus.
For the avoidance of doubt, assets allocated to a Side Pocket Sub-Fund will not be subject
to the investment restrictions detailed below.
I.
EQUITY, FIXED INCOME AND MONEY MARKET SUB-FUNDS
The net assets of the Equity, Fixed Income and Money Market Sub-Funds may be
invested directly in equity, fixed income, cash or money market securities or
indirectly via Segregated Mandates and/or units or shares of Investment Funds.
Investment
Limits
Each Equity, Fixed Income and Money Market Sub-Fund may invest up to
100% of its net assets in:
•
one or more Segregated Mandates; and/or
•
units or shares of one or more Investment Funds; and/or
•
equity, fixed income securities and cash and money-market
instruments.
Each Equity and Fixed Income Sub-Fund may not:

Invest more than 10% of its net assets in securities issued by the
same issuing body.

Invest more than 10% of its net assets in securities which are not
traded on any Regulated Market.

Invest more than 20% of its net assets in the units or shares of the
same Investment Fund. In applying this 20% limit, each
compartment of a target Investment Fund with multiple
compartments shall be considered as a separate Investment Fund
provided that the principle of segregation of the commitments of
the different compartments vis-à-vis third parties is at all times
maintained.
Concentration
Limits
(these apply to
the SICAV-SIF as
a whole)
Other Asset Class
Each Money Market Sub-Fund may not:

Invest more than 20% of its net assets in money market instruments
issued by any one counterparty.

Invest more than 10% of its net assets in any single money market
instrument.
The SICAV-SIF may not:

Acquire more than 10% of the securities of the same kind issued by
the same issuer.

Acquire more than 50% of the units or shares by value of any other
single Investment Fund. In applying this 50% limit, the value of the
shares or units in issue shall be calculated in aggregate across the
compartments of an Investment Fund which has multiple
compartments.

Each Equity Sub-Fund shall not invest more than 50% of its net
assets in fixed income securities or in units or shares of Investment
Funds comprising predominantly fixed income securities.

Each Fixed Income Sub-Fund shall not invest more than 50% of its
net assets in non-fixed income securities or in the units or shares of
Investment Funds comprising predominantly non-fixed income
securities.
61
Cash and Money
Market
Instruments
Limits applicable
to Equity and
Fixed
Income
Sub-Funds
Each Equity and Fixed Income Sub-Fund may invest in cash and in
money market instruments on an ancillary basis, save for the Global
Fixed Income Sub-Fund which may invest its net assets substantially in
money market instruments as well as in cash.
By way of derogation from the above, the SICAV-SIF may invest up to 100% of the
net assets of each Equity or Fixed Income Sub-Fund in units or shares of
Luxembourg Investment Funds or Foreign Regulated Investment Funds without
complying with any of the restrictions above, provided that the principle of
diversification and risk spreading is adhered to.
The restrictions applicable to investment in securities mentioned above also
apply to investments in Investment Funds closed to redemptions.
The restrictions applicable to investment made directly, through Segregated
Mandates and in Investment Funds closed to redemptions should be aggregated.
Investment Restrictions specific to the Global Fixed Income Sub-Fund
The Global Fixed IncomeSub-Fund aims to invest substantially in a diversified range
of fixed income funds and securities as set out in the relevant Sub-Fund Information
Sheet in Appendix 4 to this Prospectus and is subject to the following investment
limits:
Investment
Limits
The Investment limits applicable to the Equity and Fixed Income SubFunds described above are equally applicable to the Global Fixed
Income Sub-Fund, save as expressly overridden by the under-mentioned
provisions:
The Global Fixed Income Sub-Fund may not:
• Acquire more than 15% of the securities of the same kind issued by
the same issuer.
• Invest more than 20% of its net assets in securities issued by the
same issuing body.
The aforesaid restrictions do not apply to (i) securities issued or
guaranteed by an OECD Member State or by its territorial authorities or
by supranational bodies or organisations of an EU, regional or worldwide nature or (ii) securities issued by U.S. agencies that are rated AAA
by Moody’s or S&P rating agencies and (iii) to securities issued by
Investment Funds open to subscription.
Additional Investment Restrictions specific to the USD Money Market Sub-Fund
and EUR Money Market Sub-Fund
The net assets of the above Money Market Sub-Funds will be invested directly or via
investment funds in instruments backed or issued by governments, governmental
agencies, financial institutions and corporations which have Investment Grade short
term and long term ratings by either Moody’s Investors Service or Standard and
Poor’s of at least the following:
Standard and Poor’s
Long term
Short Term
AA-1
Moody’s Investment Services Limited
Long Term
Short Term
A3
Prime 1
Each Money Market Sub-Fund must have an average credit ratings of AA2
(Bloomberg composite) and a maximum average duration of 6 months.
62
Where the Sub-Fund invests via investment funds, these restrictions must apply to
the underlying investment funds except in reference to the average credit rating
which must be short term A-1/Prime 1 as noted above.
Investment
Limits
Each Money Market Sub-Fund may invest up to 100% of its net assets in
cash or money market instruments which are regularly traded and with a
modified duration of less than 12 months.
Each Money Market Sub-Fund may not:

Invest more than 20% of its net assets in money market instruments
issued by any one counterparty.

Invest more than 10% of its net assets in any single money market
instrument.
Investment Restrictions specific to the Africa Fixed Income Sub-Fund
The Africa Fixed IncomeSub-Fund aims to invest substantially in a diversified range
of Investment Funds, fixed income and securities as set out in the relevant SubFund Information Sheet in Appendix 4 to this Prospectus and is subject to the
following investment limits:
Investment
Limits
The Investment limits applicable to the Equity and Fixed Income SubFunds described above are equally applicable to the Africa Fixed
Income Sub-Fund, save as expressly overridden by the under-mentioned
provisions:
The Africa Fixed Income Sub-Fund may not:
• Acquire more than 20% of the securities of the same kind issued by
the same issuer.
• Invest more than 50% of its net assets in securities issued by the
same issuing body.
The aforesaid restrictions do not apply to (i) securities issued or
guaranteed by an OECD Member State or by its territorial authorities or
by supranational bodies or organisations of an EU, regional or worldwide nature or (ii) securities issued by U.S. agencies that are rated AAA
by Moody’s or S&P rating agencies and (iii) to securities issued by
Investment Funds open to subscription.

II.
Invest more than 30% of its net assets in the units or shares of the
same Investment Fund. In applying this 30% limit, each
compartment of a target Investment Fund with multiple
compartments shall be considered as a separate Investment Fund
provided that the principle of segregation of the commitments of
the different compartments vis-à-vis third parties is at all times
maintained.
ALTERNATIVE STRATEGY SUB-FUNDS
The net assets of the Alternative Strategy Sub-Funds shall be primarily invested
in units or shares of Hedge Funds subject to Luxembourg or foreign law and may
also be invested in Investment Funds as well as in equity and fixed income
securities.
Investment
Limits
Each Alternative Strategy Sub-Fund may invest up to 100% of its net
assets:

in units or shares of Hedge Funds;

in units or shares of Investment Funds;

in equity and fixed income securities.
The investment limits applicable to the Equity and Fixed Income SubFunds described above are equally applicable to the Alternative
Strategy Sub-Funds when investing in units or shares of Investment
63
Funds and/or in equity and fixed income securities.
When investing in units or shares of Hedge Funds each Alternative
Strategy Sub-Fund may not:

hold more than 20% of its net assets in the units or shares of the
same Hedge Fund provided that this limit shall be increased to not
more than 35%, solely consequent upon favourable market growth
of a particular Hedge Fund. In applying the aforesaid limits, each
compartment of a target Hedge Fund with multiple compartments
has to be considered as a separate Hedge Fund provided that the
principle of segregation of the commitments of the different
compartments vis-à-vis third parties is at all times maintained.

hold more than 20% of its net assets in the units or shares of a Fund
of Hedge Funds, subject to this limit being increased to 35% solely
consequent upon favourable market growth of a particular Fund of
Hedge Funds.
Concentration
Limits
(these apply to
the SICAV-SIF as
a whole)
Cash and Cash
Equivalents
Limits
By way of derogation, the Focused Opportunities Sub-Fund may not
invest more than 50% of its net assets in Hedge Funds with an
investment commitment of greater than one year.
The SICAV-SIF may not:
•
Acquire more than 50% of the units or shares of the same type
issued by the same Hedge Fund except if the target Hedge Fund is
a Hedge Fund with multiple compartments that meet the
aforesaid ‘legal segregation requirements’ and provided that the
total investment of each Sub-Fund in such Hedge Fund does not
exceed 50% of its net assets.
Each Alternative Strategy Sub-Fund may invest in cash and cash
equivalents and in money market instruments (the residual maturity of
which does not exceed 12 months) on an ancillary basis.
As derogations from the above, the SICAV-SIF may (i) invest up to 100% of the net
assets of Alternative Strategy Sub-Fund in a Hedge Fund or in a Fund of Hedge
Funds without complying with any of the restrictions above provided that the Hedge
Fund or Fund of Hedge Funds is a foreign regulated Hedge Fund or Fund of Hedge
Funds, and that the principle of diversification and risk spreading is at all times
adhered to.
For the purpose of the above-mentioned investment restrictions, the investment
made in Hedge Funds may be made in listed or non-listed funds.
The restrictions applicable to investment in securities mentioned above for the
Equity and Fixed Income Sub-Funds equally apply to investments in Hedge Funds
closed to redemptions.
III.
ADDITIONAL INVESTMENT RESTRICTIONS
The following additional investment restrictions apply to all Sub-Funds:
A.
No Sub-Fund may borrow money in excess of the maximum borrowing
percentage of net assets specified in Appendix 4 (of the Sub-Fund
Information Sheets)provided that this restriction shall not be deemed to
prevent any Sub-Fund from using leverage through entering into any
derivatives contract or otherwise unless expressly disallowed under
Appendix 4 in relation to a specific Sub-Fund.
B.
No Sub-Fund may issue warrants or similar rights to subscribe for Shares in
such Sub-Fund.
C.
No Sub-Fund may acquire real estate.
64
D.
No Sub-Fund may grant loans or guarantees in favour of a third party, save
in the ordinary course of non-investment business.
E.
No Sub-Fund may invest in physical commodities or in certificates
representing them.
If the investment restrictions set out above are exceeded due to the liquidation of
an investment, for reasons beyond the reasonable control of the SICAV-SIF or as a
result of the exercise of subscription, conversion or redemption rights, the SICAVSIF must reduce a Sub-Fund's holding of the relevant investments as soon as
reasonably practicable so as to comply with the relevant investment restrictions set
out above, taking due account of the interests of the Shareholders.
IV.
SUB-FUNDS INVESTING INTO OTHER SUB- FUNDS
A Sub-Fund may in accordance with the Law invest in Shares issued by one or
several other Sub-Funds of the SICAV-SIF (the “Target Sub-Fund”) subject to all the
following conditions:
V.
A.
The Target Sub-Fund does not, in turn, invest in the Sub-Fund that is
invested in the Target Sub-Fund;
B.
The voting rights linked to the transferable securities of the Target SubFund are suspended during the period of the other Sub-Fund’s investment;
and
C.
In any event, for the duration that these securities have been issued by the
SICAV-SIF, their value will not be taken into account in the calculation of
the Net Asset Value for the purposes of verifying the minimum threshold of
the net assets imposed under the 2007 Law.
RESTRICTIONS ON SHORT SELLING FOR ALL SUB-FUNDS
Each Sub-Fund of the SICAV-SIF, save for the Money Market Sub-Funds, may enter
into short sales transactions on transferable securities, subject to the following
requirements:
A.
A Sub-Fund may not hold a short position on transferable securities which
represent more than 10% of the securities of the same type issued by the
same issuer.
B.
A Sub-Fund may not hold short positions on transferable securities which
are neither quoted nor dealt with on a Regulated Market except if such
securities are highly liquid and do not represent more than 10% of the
assets of the Sub-Fund.
C.
The aggregate commitments of a Sub-Fund resulting from short sales may at
no time exceed 50% of the assets of such Sub-Fund. If the Sub-Fund enters
into short sales transactions, it must hold sufficient assets enabling it at any
time to close the open positions resulting from such short sales. The
commitments arising from short sales on transferable securities at a given
time correspond to the cumulative non-realised net losses resulting (i.e.
after the set off of non-realised profits), at that time, from the short sales
made by the Sub-Fund. The non-realised loss resulting from a short sale is
the positive amount resulting from the difference between the market
price at which the short position can be covered and the price at which the
relevant transferable security has been sold short. The non-realised profit
resulting from a short sale is the positive amount resulting from the
65
difference between the price at which the relevant transferable security
has been sold short and the market price at which the short position can be
covered and the price at which the relevant transferable security has been
sold short.
D.
A Sub-Fund may not hold short position on transferable securities of the
same issuer, (i) if the aggregate value of the short sales (calculated at
purchase price) represents more than 10% of the assets of the Sub-Fund or
(ii) if the short position relating to a particular short sale transaction
represents a commitment as referred to in c) above exceeding 5% of the
assets of the Sub-Fund.
In connection with short sales on transferable securities, the SICAV-SIF is authorised
to enter, with respect to any Sub-Fund, as borrower, into securities lending
transactions with first class professionals specialised in this type of transactions in
the opinion of the Board.
The counterparty risk resulting from the difference between (i) the value of the
assets transferred by a Sub-Fund to a lender as security in the context of the
securities lending transactions and (ii) the debt of the Sub-Fund owed to such
lender may not exceed 20% of the assets of such Sub-Fund.
The SICAV-SIF shall take the risks that it deems reasonable in order to reach its
assigned investment objective and strategies; however, it is not able to, and
does not hereby guarantee that it shall attain its investment objectives or that
its short-selling strategies will be successful due to stock exchange fluctuations
and other risks inherent in such transactions and investments.
66
Appendix 2: FINANCIAL TECHNIQUES AND INSTRUMENTS
I.
GENERAL RESTRICTIONS LINKED TO THE USE OF DERIVATIVES
Unless specific constraints are contained in the relevant Sub-Fund Information Sheet in
Appendix 4 to this Prospectus, each Sub-Fund is as a rule authorised to make use of the
derivative financial instruments and the techniques referred to hereafter.
The derivative financial instruments may include, amongst others, options, forward
contracts on financial instruments and options on such contracts, credit derivatives as well
as swap contracts by private agreement on any type of financial instruments. In addition,
the Sub-Funds may participate in securities lending and borrowing transactions as well as
sale with right of repurchase transactions ("opérations à réméré") and repurchase
transactions ("opérations de mises en pension"). The derivative financial instruments must
be listed for trading or exchanged on an organised market or else be contracted by private
agreement with first class professionals specialised in this type of transaction, in the
opinion of the Board.
Unless otherwise and specifically provided in each Sub-Fund Information Sheet,
the aggregate commitments resulting from short sales of transferable securities
together with the commitments resulting from financial derivative instruments
entered into by private agreement and, if applicable, the commitments resulting
from financial derivative instruments dealt on a Regulated Market, may not exceed
at any time the assets of the Sub-Fund.
General Restrictions linked to the Use of Derivatives
A.
Margin deposits in relation to derivative financial instruments dealt on an organised
market, and/or the commitments arising from derivative financial instruments
contracted by private agreement, may not exceed 25% of the Net Asset Value of a
Sub-Fund of the SICAV-SIF. The reserve of liquid assets of the relevant Sub-Fund
(except for the Equity and Alternative Strategy Sub-Funds) will represent at least
an amount equal to the margin deposits made by the Sub-Fund. Liquid assets do not
only comprise time deposits and regularly negotiated money market instruments
the remaining maturity of which is less than 12 months, but also treasury bills and
bonds issued by OECD member countries or their local authorities or by
supranational institutions and organisations with European, regional or worldwide
scope as well as bonds admitted to official listing on a Regulated Market, issued by
first class issuers and being highly liquid. The commitment in relation to a
transaction on a derivative financial instrument entered into by private agreement
by a Sub-Fund is calculated as the non-realised loss that exceeds any margin monies
held in a margin account resulting, at that time, from the relevant transaction.
B.
No Sub-Fund may borrow to finance margin deposits.
C.
Each Sub-Fund must ensure an adequate spread of investment risks by sufficient
diversification.
D.
No Sub-Fund may enter into contracts relating to commodities other than
commodity futures contracts.
E.
No Sub-Fund may hold an open position in any single contract relating to a
derivative financial instrument traded in on an organised market, or in a single
contract relating to a derivative financial instrument entered into by private
agreement, for which the required margin or the commitment taken, respectively,
represents 5% or more of its assets. For the purpose of this restriction, a single
derivative contract is a contract or group or contracts that are identical.
67
II.
F.
Premiums paid for the acquisition of options outstanding are included in the
calculation of the 25% limit mentioned under A. and such premiums paid to acquire
options having identical characteristics may not exceed 5% of the assets of the SubFund.
G.
No Sub-Fund may hold an open position in derivative financial instruments on the
same category of underlying assets in relation to which the required margin (in
relation to derivative financial instruments dealt with on an organised market) as
well as the net commitments (in relation to derivative financial instruments
entered into by private agreement) represent 20% or more of the assets after the
net off of all non-realised profits and losses. For the purpose of this restriction, a
category of derivative contracts refers to all derivative contracts on the same
underlying asset.
H.
The aggregate commitments resulting from short sales of transferable securities
together with the commitments resulting from financial derivative instruments
entered into by private agreement and, if applicable, the commitments resulting
from financial derivative instruments traded on an organised market may not at any
time exceed the value of the assets of the relevant Sub-Fund.
I.
Each Sub-Fund may hold up to 100% of its assets in an open position in any single
contract relating to a derivative financial instrument giving exposure to a
recognised index that is sufficiently diversified to represent the market for which
such index refers.
J.
The counterparties to the swap contracts must be first class financial institutions
that are specialised in this type of transaction. The SICAV-SIF may enter into swap
contracts relating to any financial instrument or index provided that the total
commitment arising from such transactions together with the total commitments
resulting from buying and selling futures and options contracts, forward foreign
exchange contracts and options on currencies, in respect of the relevant Sub-Fund,
at no time exceeds the Net Asset Value of such Sub-Fund. In this context, the
commitment arising on a swap transaction is equal to the value of the net position
under the contract marked to market daily. Any accrued, but unpaid, net amounts
owed to a swap counterparty will be covered by cash or transferable securities.
SECURITIES LENDING AND BORROWING TRANSACTIONS
Each Sub-Fund may enter into securities lending and borrowing transactions subject
to the following rules:
(1)
Rules to ensure the proper completion of lending and borrowing
transactions.
The relevant Sub-Fund may lend and borrow securities through a standardised
system organised by a recognised clearing institution or through a first class
financial institution specialising in this type of transaction, in the opinion of
the Board.
In the absence of transactions through recognised clearing institutions or
through a said first class financial institution, the relevant Sub-Fund shall be
required to obtain a guarantee in respect of lending transactions, the value of
which at the conclusion of the contract must be at least equal to the global
valuation of the securities lent.
This guarantee must be given in the form of:
−
cash or liquid debt assets, and/or
68
−
securities issued or guaranteed by a Member State of the OECD or by
their local authorities or by supranational institutions and
undertakings of a community, regional or world-wide nature and
registered in the name of the SICAV-SIF until the expiry of the loan
contract; and/or
−
a guarantee of a highly rated financial institution in favour of the
SICAV-SIF until the expiry date of the loan contract.
Such guarantee shall not be required if the securities lending is made through
any organisation that assures the lender of a reimbursement of the value of
the securities lent, by way of a guarantee or otherwise.
(2)
Conditions and limits of securities lending.
Securities lending transactions may not exceed 50% of the global valuation of
the securities portfolio of each Sub-Fund.
This limitation does not apply where the SICAV-SIF is entitled at all times to
the cancellation of the contract and the restitution of the securities lent.
(3)
Conditions and limits of securities borrowing
(i)
The securities borrowed by the SICAV-SIF may not be disposed of during
the time they are held by each Sub-Fund, unless they are covered by
sufficient financial instruments which enable the Sub-Fund to deliver the
borrowed securities at the close of the transaction.
(ii)
Borrowing transactions may not exceed 50% of the global valuation of
the securities portfolio of each Sub-Fund.
(iii) Each Sub-Fund may only borrow securities under the following
circumstances:
•
•
•
•
during a period the securities have been sent out for reregistration;
when the securities have been lent and not returned in time; or
to avoid a failed settlement should the Depositary fail to make a
delivery; and
for the purpose of entering into short sale transactions.
The above restrictions do not apply to borrowing transactions entered into by
the SICAV-SIF for the purpose of entering into short sales transactions. Such
transactions are subject to the limits set forth under Appendix 1 “Investment
Restrictions”, sub-section IV.
(iv) Securities borrowing transactions may not extend beyond a period of 30
days. This limitation is not applicable if the Sub-Fund is allowed to
terminate at any time the lending transaction and obtain the restitution
of the securities lent.
III.
REPURCHASE AGREEMENTS AND “RÉMÉRÉ” TRANSACTIONS
The relevant Sub-Fund may enter into sale with the right of repurchase transactions
“réméré transactions” which consist of the purchase and sale of securities where the
terms reserve the right to the seller to repurchase the securities from the purchaser
at a price and at a time agreed between the two parties when the contract is entered
into.
69
The relevant Sub-Fund may act either as purchaser or seller in “réméré” transactions.
The relevant Sub-Fund may also enter into repurchase agreements which consist of
transactions where, at maturity, the seller has the obligation to take back the asset
sold (“mise en pension”) whereas the original buyer has the right or an obligation to
return the assets sold.
The relevant Sub-Fund may act either as purchaser or seller in a repurchase
agreement.
A Sub-Fund’s involvement in such transactions is however, subject to the following
rules:
(1)
Rules to ensure the proper completion of repurchase agreements or
“réméré” transactions.
The relevant Sub-Fund may not buy or sell securities using a repurchase
agreement or “réméré” transactions unless the counterparties in such
transactions are first class financial institutions that specialise in this type of
transaction.
(2)
Conditions and limits of repurchase transactions or “réméré” transactions.
For the duration of a sale with the right of repurchase agreement that the
SICAV-SIF acts as purchaser, it may not sell the securities which are the
subject of the contract before the counterparty has exercised its right to
repurchase the securities or until the deadline for the repurchase has expired,
unless the SICAV-SIF has other means by which it has covered the transaction.
As the SICAV-SIF may be called on to make delivery in the event of a
repurchase, it must ensure that it is at all times able to meet its repurchase
obligation. The same conditions are applicable in the case of a repurchase
transaction on the basis of a purchase and firm sale where the SICAV-SIF acts
as purchaser (transferee).
Where the SICAV-SIF acts as seller (transferor) in a repurchase transaction,
the SICAV-SIF may not, for the duration of the contract, sell the ownership or
pledge to a third party, or realise for a second time, in any manner, the
securities sold. The SICAV-SIF must, at the maturity of the repurchase
transaction, hold sufficient assets to pay the agreed upon repurchase price to
the transferee, if so required.
The Sub-Funds may enter into sale with the right of repurchase transactions or
repurchase transactions on an ancillary basis only, unless otherwise provided
and subject to adequate disclosure in their relevant Sub-Fund Information
Sheet.
IV.
TECHNIQUES AND INSTRUMENTS RELATED TO CURRENCIES
To protect assets against currency volatility and/or in order to enhance returns the
relevant Sub-Fund may enter into transactions for the purchase or sale of forward
foreign exchange contracts, and the purchase or sale of call options or put options in
respect of currencies. The aforesaid transactions may only be undertaken on a
Regulated Market, or over the counter or via first class financial institutions
specialising in such transactions.
The relevant Sub-Fund may, in respect of the above transactions, also purchase or
sell currencies forward or exchange currencies on a mutual agreement basis with first
class financial institutions specialised in such transactions.
70
The Board does not intend to hedge currency risks of a Side Pocket Sub-Fund unless
the Board in their discretion deems this appropriate.
V.
USE OF CURRENCY OVERLAY, DERIVATIVE OVERLAY, COLLATERAL MARGIN, AND
TRANSITION MANAGER(S)
Each Sub-Fund may employ specialist Currency Overlay, Derivative Overlay, Collateral
Margin, and Transition Manager(s) to enhance performance and may buy and sell
forward foreign exchange contracts and options on currencies, enter into swap
transactions on currencies and buy and sell derivative instruments subject to the
restrictions contained in this Prospectus.
71
Appendix 3: SPECIAL RISK FACTORS
The characteristics of certain Sub-Funds may entail specific risks for Shareholders.
Investing in the SICAV-SIF carries risks, including, but not limited to the risks referred to
below. Investment in certain of the Sub-Funds should not constitute a substantial
proportion of an investment holding unless risks are understood and found to be
acceptable.
I.
DEPENDENCE ON THE INVESTMENT MANAGER AND SUB-INVESTMENT MANAGER(S)
RELATIONSHIP
All decisions relating to the general management of the SICAV-SIF will be made by the
Board or, to the extent delegated by the Board, then by the Investment Manager or its
agents. All investment decisions with respect to the assets of the Sub-Funds will be taken
by the Investment Manager or the Sub-Investment Managers appointed by the Investment
Manager. The investment performance of the SICAV-SIF depends largely on the ability of the
Investment Manager to select and appoint suitable Sub-Investment Managers or, as the case
may be, invest in suitable Investment Funds, and to allocate monies appropriately between
them.
II.
RISK FACTORS RELATING TO INDUSTRY SECTORS / GEOGRAPHIC AREAS
Sub-Funds that focus on a particular industry or geographic area are subject to the risk
factors and market factors which affect a particular industry or geographic area, such as
rapid changes affecting that industry or geographic area, including legislative changes,
general economic conditions and increased competitive forces. This may result in a greater
volatility of the Net Asset Value of the Shares of the relevant Sub-Fund(s).
Eurozone Related Risks
Concerns around the Eurozone crisis and credit risk exposures have intensified. Large
sovereign debts and/or fiscal deficits of a number of European countries and the US have
raised concerns regarding the financial condition of financial institutions, insurers and other
corporates (i) located in these countries; (ii) that have direct or indirect exposure to these
countries; and/or (iii) whose banks, counterparties, depositaries, customers, service
providers, sources of funding and/or suppliers have direct or indirect exposure to these
countries. A default or a significant decline in the credit rating of one or more sovereigns or
financial institutions can cause severe stress in the financial system generally, and may
adversely affect the markets in which the SICAV-SIF operates. The effect this may have on
the business, economic condition and prospects of the SICAV-SIF’s underlying
counterparties, suppliers or creditors, directly or indirectly, is difficult to predict, and may
be detrimental to the value and liquidity of any underlying or collateral assets of the SICAVSIF. Prospective investors should keep themselves sufficiently informed of Eurozone and
global financial developments in order to enable them to better evaluate the risks and
merits of any investment.
The Eurozone sovereign debt crisis may worsen and could lead to the reintroduction of
national currencies in one of more Eurozone countries or, in adverse circumstances, the
abandonment of the Euro. The departure by one or more EU countries and/or the
abandonment of the Euro as a currency may have major negative effects on the
investments generally, including those of the SICAV-SIF. This could impact the ability of the
financial counterparties to fulfil their financial obligations and may even result in affected
countries introducing capital controls in order to protect their own currencies. Such events
may impact the SICAV-SIF’s ability to repatriate investments held in affected jurisdictions.
Legal uncertainty could also render currency and investment hedging arrangements
ineffectual.
72
Sub-Funds may have shares denominated in EUR or may hold EUR denominated assets
directly or as collateral. Any default by a sovereign state on its EUR debts could have
adverse implications for affected investment portfolios. If one or more countries leave the
Eurozone, this may necessitate redenomination of their currencies into new national
currencies or a new European currency unit. Redenomination risk may be affected by
various factors, such as the governing law of an affected financial instrument; the method
by which one or more countries leave the Eurozone; legal frameworks imposed by
governments and supranational organisations; and interpretation by different courts of law.
Redenomination may be coupled with capital and exchange controls, and may have a
material impact on the ability and/or willingness of a sovereign and institution to meet its
payment obligations, whether in EUR or other currency, despite being contractually bound
to do so. The result may be that contractually binding obligations relating to investments
held by the SICAV-SIF could become unenforceable.
Emerging Market Risks
The term 'emerging markets' is used to denote countries that are in the process of
developing economically and/or politically, which may give rise to additional risks that
could impact on theSICAV-SIF's performance.
The SICAV-SIF may invest in certain smaller and emerging markets, which are typically
those of less developed countries. The prospects for economic growth in a number of these
markets are considerable and returns on equity and fixed income investments have the
potential to exceed those existing in mature market.
However, the following considerations, which apply to some extent to all international
investments, are of particular significance in respect of certain smaller and emerging
markets.
(a) Political and Economic Instability: Some governments exercise substantial influence
over the private economic sector and investments may be affected by political and
economic instability. In addition to withholding taxes on investment income, some
emerging markets may impose capital gains taxes. Foreign investment restrictions may
be imposed, such as exchange controls, which prevent remittances of cash from
realised investments and restrictions on investment in certain industries as well as prior
governmental approval requirements. The Sub-Investment Managers will analyse the
political risks involved in emerging markets and will exercise best judgment when
considering investments in those markets.
In some countries, due to an ongoing privatisation process, the ownership of certain
companies cannot always be clearly identified.
(b) Less Liquidity: Emerging market securities may be substantially less liquid than those
of mature markets and companies may be owned or controlled by a limited number of
persons. This may adversely affect the timing and pricing of a Sub-Fund’s acquisition or
disposal of securities.
(c) Regulatory Risk: Compared to mature markets, some emerging markets may have a low
level of regulation, enforcement of regulations and monitoring of investment activities,
including a failure to monitor trading on material non-public information. Brokerage
commissions and other transaction costs on securities transactions in emerging markets
are often higher.
(d) Increased Volatility: The price and currency risks inherent in international investments
may be increased by the volatility of some of the individual emerging markets.
(e) Increased Settlement Risks: Practices in relation to settlement of securities
transactions in emerging markets often involve greater risks than those in developed
markets, in part because the SICAV-SIF may need to use brokers and counterparties
73
which are less well capitalised, and custody and safekeeping of assets may in some
countries be less reliable.
(f) Accounting Standards: Generally accepted accounting, auditing and financial reporting
principles in emerging markets may be significantly different from those of developed
markets.
Frontier Markets Risks
The term 'Frontier Markets' is used for countries with investable stock markets that are less
established than those in the emerging markets which may give rise to additional risks that
could impact on the SICAV-SIF's performance.
Investments in Frontier Markets, or in companies that earn significant revenues or have
major operations in Frontier Markets, involve risks similar to investments in Emerging
Markets but to a greater extent, since Frontier Markets are generally smaller, less
developed and less accessible than most Emerging Markets.
Frontier market countries generally have smaller economies and less developed capital
markets than traditional developing markets, and, as a result, the risks of investing in
developing market countries are magnified in frontier market countries. The economies of
frontier market countries are less correlated to global economic cycles than those of their
more developed counterparts and their markets have low trading volumes and the potential
for extreme price volatility and illiquidity. This volatility may be further heightened by the
actions of a few major investors.
Governments of many frontier market countries in which the SICAV-SIF’s may invest may
exercise substantial influence over many aspects of the private sector. In some cases, the
governments of such frontier market countries may own or control certain companies.
Accordingly, government actions could have a significant effect on economic conditions in a
frontier market country and on market conditions, prices and yields of securities in the
Fund’s portfolio. Moreover, the economies of frontier market countries may be heavily
dependent upon international trade and, accordingly, have been and may continue to be,
adversely affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been and may continue to be adversely
affected by economic conditions in the countries with which they trade.
Investment in equity securities of issuers operating in certain frontier market countries may
be restricted or controlled to varying degrees. These restrictions or controls may at times
limit or preclude foreign investment in equity securities of issuers operating in certain
frontier market countries and increase the costs and expenses of the SICAV-SIF’s. Certain
frontier market countries require governmental approval prior to investments by foreign
persons, limit the amount of investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of securities of an issuer that may
have less advantageous rights than the classes available for purchase by domiciliaries of the
countries and/or impose additional taxes on foreign investors. Certain frontier market
countries may also restrict investment opportunities in issuers in industries deemed
important to national interests.
Frontier market countries may require governmental approval for the repatriation of
investment income, capital or the proceeds of sales of securities by foreign investors, such
as the Fund. In addition, if deterioration occurs in a frontier market country’s balance of
payments, the country could impose temporary restrictions on foreign capital remittances.
The SICAV-SIF’s could be adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application to the
SICAV-SIF’s of any restrictions on investments. Investing in local markets in frontier market
countries may require the SICAV-SIF’s to adopt special procedures, seek local government
approvals or take other actions, each of which may involve additional costs to the SICAV-
74
SIF’s.
There may be no centralized securities exchange on which securities are traded in frontier
market countries. Also, securities laws in many frontier market countries are relatively new
and unsettled. Therefore, laws regarding foreign investment in frontier market securities,
securities regulation, title to securities, and Shareholder rights may change quickly and
unpredictably.
The frontier market countries in which the Fund invests may become subject to sanctions or
embargoes imposed by the U.S. government and the United Nations. The value of the
securities issued by companies that operate in, or have dealings with these countries may
be negatively impacted by any such sanction or embargo and may reduce the Fund’s
returns.
Banks in frontier market countries used to hold the Fund’s securities and other assets in
that country may lack the same operating experience as banks in developed markets. In
addition, in certain countries there may be legal restrictions or limitations on the ability of
the Fund to recover assets held by a foreign bank in the event of the bankruptcy of the
bank.
Settlement systems in frontier markets may be less well organized than in the developed
markets. As a result, there is greater risk than in developed countries that settlements will
take longer and that cash or securities of the Fund may be in jeopardy because of failures
of or defects in the settlement systems.
Sovereign Risk
The SICAV-SIF may invest in government debt securities, which include debt obligations
issued or guaranteed by national, state or provincial governments, political subdivisions or
quasi-governmental or supranational entities. The issuers of sovereign debt securities in
which the SICAV-SIF invests may experience serious difficulties in servicing their external
debt obligations. These difficulties may, among other effects, force such countries to
reschedule interest and principal payments on obligations and to restructure certain
indebtedness. Rescheduling and restructuring arrangements often includes reducing and
rescheduling interest and principal payments by negotiating new or amended credit
agreements, or converting outstanding principal and unpaid interest to new instruments,
and obtaining new credit to finance interest payments. Sovereign debt could be rated
below investment grade by Moody’s and Standard & Poor’s if it is regarded as
predominantly speculative with respect to the issuer’s capacity to pay interest and repay
principal in accordance with the terms of the obligations. Certain sovereign debt may even
already be in default. Such government debt securities may involve a particularly high
degree of risk, and governmental entities may default on or restructure their
obligations. Governments may also intervene from time to time in the markets by changing
the interest rates payable on their sovereign debt. Such intervention may have a material
and adverse effect on the SICAV-SIF’s investments.
III.
RISKS OF INVESTING THROUGH SUB-INVESTMENT MANAGERS AND SEGREGATED
MANDATES
There is no guarantee that the strategies employed by the Sub-Investment Managers in the
past to achieve outperformance will continue to be successful in the future or that the
return on the SICAV-SIF's investments will be similar to that achieved by such SubInvestment Managers in the past.
75
IV.
RISKS OF INVESTING IN INVESTMENT FUNDS INCLUDING HEDGE AND ALTERNATIVE
STRATEGY FUNDS
Investment management fees
When investing in Shares of the SICAV-SIF which in turn invests in securities issued by
Investment Funds or Hedge Funds (or by Funds of Hedge Funds), Shareholders will incur the
costs for investment management services and the fees and expenses paid by the SICAV-SIF
to its other service providers, as well as fees and expenses paid by the collective
investment vehicles to their service providers. These costs may in aggregate be higher than
if the Fund had invested directly in equity and debt securities. Where Investment Funds or
Hedge Funds invest in other collective investment vehicles, there may be further levels of
fees and expenses. This will however not apply should any Sub-Fund invest in Investment
Funds, Hedge Funds or Funds of Hedge Funds managed by the Investment Manager or SubInvestment Manager of the SICAV-SIF.
Shared Securities
Investments into Investment Funds result in an increased risk of exposure to the same
individual assets being held across more than one investee fund.
Risk of loss of capital
Investments made in “alternative” funds or “hedge” funds may be highly speculative and
hence there is a significant risk that investors may lose part of the invested capital.
Valuation Risk
The method by which the Net Asset Value per Share of each Class in each Sub-Fund is
calculated assumes that the SICAV-SIF is able to value its holdings in Investment Funds and
Hedge Funds. In valuing those holdings, the SICAV-SIF will need to rely on financial
information provided by external sources including the Investment Funds and Hedge Funds
themselves. Independent valuation sources such as exchange listing may not be readily
available for Investment Funds and Hedge Funds.
In particular, investors in Alternative Strategy Sub-Funds are warned that:
The Net Asset Value per Share of each Sub-Fund or as the case may be, of each Class in
each Sub-Fund, may be determined only after the value of their investments itself is
determined, which may take a certain time after the relevant Valuation Date although such
valuation must be effected before the next Valuation Date.
The number of Shares subscribed by an investor may therefore not be determined until the
Net Asset Value per Share is determined.
As a consequence, the holdings in the Alternative Strategy Sub-Funds are valued on the
basis of the last official net asset value of the underlying Investment Funds and Hedge
Funds known at the time of calculating the Net Asset Value, which may not necessarily
correspond with the actual net asset value on the relevant date. However the SICAV-SIF
shall not make retroactive adjustments in the Net Asset Value previously used for
subscriptions, conversions and redemptions. Such transactions are final and binding
notwithstanding any different later determinations (save in exceptional circumstances as
provided for in the Articles).
Fluctuating Market Values
The market value of an investment represented by a Hedge Fund or an Investment Fund in
which the Sub-Funds of the SICAV-SIF invest, may be affected by fluctuations in the
currency of the country where such Hedge Fund or Investment Fund invests, by foreign
76
exchange rules, or by the application of the various tax laws of the relevant countries
(including withholding taxes), government changes or variations of the monetary and
economic policy of the relevant countries.
Lack of Supervision
As each Sub-Fund may invest in shares issued by Investment Funds and Hedge Funds which
are not subject to regulation by a regulatory authority intended to ensure investor
protection to an equivalent standard to that afforded in Luxembourg, investment in a SubFunds of the SICAV-SIF is subject to corresponding risk. Accordingly, Shareholders may not
always benefit from specific shareholder protections usually resulting from the supervision
by a supervisory authority. Although the risks inherent to investments in Investment Funds
and Hedge Funds (whether regulated or unregulated) are limited to the loss of the initial
investment contributed, investors should nevertheless be aware that investments in Foreign
Unregulated Investment Funds and foreign Hedge Funds are more risky than investments in
other Luxembourg and/or Foreign Regulated Investment Funds and Luxembourg Hedge
Funds. This may be due to the absence of accounting standards and the absence of a
regulatory authority imposing rules and regulations to the entity exercising the depositary
and/or central administration functions. Investors should note that the SICAV-SIF may invest
its net assets in Foreign Unregulated Investment Funds and Hedge Funds notwithstanding
that it may also invest part of its net assets in Foreign Regulated Investment Funds and
Hedge Funds.
The SICAV-SIF endeavours to reduce this risk by favouring Investment Funds and Hedge
Funds that, through the professionalism of their promoters, depositaries, investment
managers and auditors are considered to provide the SICAV-SIF’s Shareholders better
protection.
V.
OTHER RISKS ASSOCIATED WITH ALTERNATIVE STRATEGIES AND HEDGE FUNDS
A Sub-Fund may take on investment exposures that are considered as alternative
investment strategies. Alternative investment strategies may include exposure to
commodities, agriculture related indexes, derivatives techniques being used for investment
purposes rather than risk reduction and any other type of investment strategy or instrument
that would not be classified as equities, bonds or cash. As well as additional liquidity risks
inherent in these types of strategies, performance may not be correlated to recognised
indices. Alternative investments strategies often have a lower level of regulatory
protection. There is also potential liquidity risk where an investment cannot be bought or
sold quickly enough to prevent or minimise a loss. Illiquid securities may be difficult for
managers to value and estimated values or prices on which limited reliance can be placed
may have to be used.
Risks of Leverage
The investment strategies adopted by the Hedge Funds often employ leverage. Some of the
Sub-Funds will not pre-determine any maximum leverage, as certain investment strategies
such as pure arbitrage based strategies by default utilise more leverage than other
strategies without necessarily incurring higher risk. Such Sub-Funds will, therefore, view
leverage on an individual basis, based on investment strategy and event risk.
Risks of Borrowing
Hedge Funds may borrow funds for the purpose of achieving leveraged investment
techniques. A particular Hedge Fund may not be subject to any limitations on the amount
of its borrowings, and the amount of borrowings that the Hedge Fund may have outstanding
at any time may be large in comparison to its capital. Furthermore, as the SICAV-SIF may
borrow up to a maximum of 25% of its net assets in order to invest in Hedge Funds, the
investors should be aware that they may suffer a greater risk resulting from the decline of
77
the net asset value of the Hedge Funds invested with such borrowing facilities and
therefore, the capital risk exposure will be higher.
Borrowing money to purchase securities may provide a Hedge Fund with the opportunity for
greater capital appreciation, but, at the same time, will increase the Hedge Fund’s, and
indirectly the SICAV-SIF's, exposure to capital risk and higher current expenses. Moreover, if
the assets of the Hedge Fund are not sufficient to pay the principal of, and interest on the
debt when due, the SICAV-SIF could sustain a total loss of its investment in the Hedge Fund.
Dilution of Shareholders Interest
The SICAV-SIF may permit additional contributions by existing Shareholders and new
Shareholders to participate subject to the rules of the particular Sub-Fund. Hedge Funds in
which the SICAV-SIF invests may not however permit additional capital contributions or the
admission of new limited partners on the same basis. As a result, the SICAV-SIF may face
delays in making investments into Hedge Funds. This delay may in turn serve to dilute the
interests of Shareholders in the SICAV-SIF.
Hedge Fund Strategy Risks
Equity Market Neutral
A market neutral strategy requires both a long and short position. To the extent that a
Hedge Fund manager is unable to maintain a balanced position because of trade execution
delays, forced liquidations of short or leveraged positions due to losses or failure to
“match” long and short positions, the strategy will not be entirely market neutral. In
addition, to the extent that long and short positions are not matched by industry sectors, a
sector-wide but not market-wide price move may result in market, as opposed to stock
picking, losses.
Long/Short strategies
The Hedge Funds in which a Sub-Fund may invest, will routinely sell securities short in
order to implement its investment strategies. Since the borrowed securities sold short must
later be replaced by market purchases, any appreciation in the market price of these
securities (which is potentially unlimited) results in a loss. Purchasing securities to close out
the short position can itself cause the securities’ market prices to rise, further increasing
losses. Furthermore, the Hedge Fund may be prematurely forced to close out a short
position if a counterparty from which the Hedge Fund has borrowed such security demands
its return.
VI.
RISKS ASSOCIATED WITH FIXED INCOME SECURITIES
Fixed income securities are subject to the risk of an issuer's ability to meet principal and
interest payments in respect of its obligations (credit risk), and are also subject to price
volatility due to such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer and general market liquidity (market risk).
Lower rated or non-rated securities will have a higher yield than securities rated "A1" or
better by Moody's or "AA" or better by S&P and are more likely to react to developments
affecting market and credit risk than such higher rated securities, which primarily react to
movements in the general level of interest rates. Lower rated or non-rated securities are
generally subject to a greater default risk than such higher rated securities.
78
VII.
RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS
A Sub-Fund may use futures, options and swap contracts and enter into forward foreign
exchange transactions for the purposes of efficient portfolio management and risk
reduction (for the Equity and Fixed Income Sub-Funds) or to protect or enhance investment
performance (for all Sub-Funds). Trading call and put options entails risks. Although an
option buyer's risk is limited to the amount of the purchase price of the option, an
investment in an option may be subject to greater fluctuation than an investment in the
underlying securities. In theory, an uncovered call writer's loss is potentially unlimited, but
in practice the loss is limited by the term of existence of the call. The risk for a writer of a
put option is that the price of the underlying security may fall below the exercise price.
A Sub-Fund's ability to use these strategies may be limited by market conditions, regulatory
limits and tax considerations. The use of these strategies involves certain special above
average risks, including (i) the Sub-Investment Manager's ability to predict movements in
the price of securities being hedged or speculated against and movements in market
interest rates; (ii) imperfect correlation between movements in the securities or currencies
on which a future, forward, option or swap contract is based and movements in the
securities or currencies; (iii) the absence of a liquid market for any particular instrument at
any particular time; (iv) the degree of leverage inherent in futures trading, i.e., the low
margin deposits normally required in futures trading means that futures trading may be
highly leveraged. Accordingly, a relatively small price movement in a futures contract may
result in an immediate and substantial loss to a Sub-Fund; and (v) possible impediments to
effective portfolio management or the ability to meet redemption requests or other shortterm obligations because of the percentage of the fund's assets segregated to cover its
obligations.
In the event of the insolvency, bankruptcy or default of the seller under a repurchase
agreement, a Sub-Fund may experience both delays in liquidating the underlying securities
and losses, including a possible decline in the value of securities during the period while it
seeks to enforce its rights thereto, a possible sub-normal level of income during that period
and expenses in enforcing its rights.
VIII.
ILLIQUIDITY OF AN INVESTMENT IN THE SICAV-SIF
If the Hedge Funds, Investment Funds or Segregated Mandates are unable to liquidate their
positions and are therefore unable to meet the liquidity demands of a Sub-Fund, then the
redemption of Shares of the Sub-Fund may be delayed until funds are available. The same
applies if underlying Hedge Funds or Investment Funds have a limit to the amount of Shares
that can be redeemed at any one time.
The Board may, in its discretion, dispose of illiquid assets of a Side Pocket Sub-Fund in such
manner it deems fit, in cash or otherwise, and whether with or without a discount to
original price.
IX.
EARLY TERMINATION OF THE SICAV-SIF
In the event of the early termination of the SICAV-SIF, the SICAV-SIF will distribute to the
Shareholders their pro-rata interest in the assets of the SICAV-SIF. The securities and other
interests in other Hedge Funds, Investment Funds or Segregated Asset Pools will be sold by
the SICAV-SIF or distributed to the Shareholders. It is possible that at the time of such sale
or redemption certain investments held by the SICAV-SIF may be worth less than the initial
cost of the investment, resulting in a loss to the SICAV-SIF and to its Shareholders.
Moreover, in the event the SICAV-SIF terminates prior to the complete amortisation of
organisational expenses, any unamortised portion of such expenses will be accelerated and
will be debited (and thereby reduce) amounts otherwise available for distribution to
Shareholders.
79
X.
SPECIFIC COUNTERPARTY RISKS
Client Money Risk
Cash held by a counterparty in terms of an agreement may not be treated as client money
subject to the protection conferred by the rules of the Securities and Futures Authority of
the United Kingdom and accordingly will not be segregated; it could be used by the
counterparty in the course of its investment business and the Sub-Fund will therefore rank
as an unsecured creditor in relation thereto.
Credit Risk
A Sub-Fund will be exposed to a credit risk on the counterparties with which it trades in
relation to non-exchange traded futures, options and swaps. Non-exchange traded futures,
options and swaps are agreements specifically tailored to the needs of an individual
investor that enable the user to structure precisely the date, market level and amount of a
given position. Non-exchange traded futures, options and swaps are not afforded the same
protections as may apply to participants trading futures, options or swaps on organised
exchanges, such as the performance guarantee of an exchange clearing house. The
counterparty for these agreements will be the specific company or firm involved in the
transaction, rather than a recognised exchange and accordingly the insolvency, bankruptcy
or default of a counterparty with which the Sub-Fund trades such options or contracts for
difference could result in substantial losses to the Sub-Fund.
Settlement Risk
A Sub-Fund will also be exposed to a credit risk on counterparties with whom it trades
securities, and may bear the risk of settlement default.
Swap Trading and Counterparty Risk
The SICAV-SIF may enter into one or more swaps in connection with a currency hedge or as
a part of a strategy. Swap agreements are not traded on exchanges but rather banks and
dealers act as principals by entering into an agreement to pay and receive certain cash flow
over a certain time period, as specified in the swap agreement. Consequently, the SICAVSIF is subject to the risk of a swap counterparty's inability or refusal to perform according
to the terms of the swap agreement. The swap market is generally unregulated by any
governmental authority. To mitigate the counterparty risk resulting from swap transactions,
the SICAV-SIF will enter into such transactions only with highly rated, first class financial
institutions with which it has established ISDA agreements.
The use of credit default swaps can be subject to higher risk than direct investment in
transferable securities. The market for credit default swaps may from time to time be less
liquid than transferable securities markets. However, the SICAV-SIF only intends to invest in
credit default swaps which are liquid. The SICAV-SIF will therefore always seek to be in a
position enabling it to liquidate its exposure to credit default swaps in order to meet
redemption requests. In relation to credit default swaps where the SICAV-SIF sells
protection, the SICAV-SIF is subject to the risk of a credit event occurring in relation to the
reference issuer. Furthermore, in relation to credit default swaps where the SICAV-SIF buys
protection, the SICAV-SIF is subject to the risk of the counterparty of the credit default
swaps defaulting. To mitigate the counterparty risk resulting from credit default swap
transactions, the SICAV-SIF will only enter into credit default swaps with highly rated
financial institutions specialised in this type of transaction and in accordance with the
standard terms laid down by the ISDA.
The SICAV-SIF may have credit exposure to one or more counter parties by virtue of its
investment positions including via the use of credit default swaps. To the extent that a
counterpart defaults on its obligation and the SICAV-SIF is delayed or prevented from
exercising its rights with respect to the investments in its portfolio, it may experience a
decline in the value of its position, loose income and incur costs associated with asserting
80
its rights. Such risks will increase where the SICAV-SIF uses only a limited number of
counterparties.
The Global Fixed Income Sub-Fund may seek to achieve its objective through a single swap
agreement entered into with a single counterparty. As a result, the Global Fixed Income
Sub-Fund may be exposed to the creditworthiness of a sole counterparty and may be
subject to the risk that a single counterparty fails to perform on its obligations or defaults
under the swap agreement.
81
Appendix 4: SUB-FUND INFORMATION SHEETS
1. Momentum IF Global Equity Sub-Fund ........................................................................................ 83
2. Momentum IF Global Emerging Markets Equity Sub-Fund .......................................................... 85
3. Momentum IF Africa ex South Africa Equity Sub-Fund ................................................................ 87
4. Momentum IF Global Fixed Income Sub-Fund ............................................................................. 89
5. Momentum IF Africa Fixed Income Sub-Fund .............................................................................. 91
6. Momentum IF Global Spread Capture Sub-Fund – in liquidation ................................................ 93
7. Momentum IF Focused Opportunities Sub-Fund – in liquidation ................................................. 95
8. Momentum IF USD Money Market Sub-Fund ............................................................................... 97
9. Momentum IF EUR Money Market Sub-Fund ............................................................................... 98
82
Sub-Fund Information Sheet
1. Momentum IF Global Equity Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
21 June 2006
Aims to deliver long-term capital growth by investing in a diversified portfolio
substantially consisting of equities listed on international stock exchanges. At
least 90% of equity securities held by the Sub-Fund must be listed on exchanges
that have obtained full membership of the World Federation of Exchanges or be
listed on exchanges that have been subject to the due diligence guidelines
prescribed in paragraph 14 of South African FSB notice 569 or listed on
exchanges (such as the New York and London Stock Exchanges) approved for this
purpose by the FSB.
The Global Equity Sub-Fund may also invest in Investment Funds or Segregated
Mandates of non-equity securities as long as (i) a substantial portion of the
portfolio is invested in Segregated Asset Pools or Investment Funds whose
principal objective is to invest in equities; and (ii) sufficient of the non-equity
asset class risk is hedged away using derivative instruments to keep the Sub-Fund
within its investment restrictions.
Not more than 10%of the net assets of the Sub-Fund may be invested in units or
shares of one or more Investment Funds.
At least 90% of interest-bearing instruments held shall hold investment grade
credit ratings (as determined by Moody’s Investors Services Limited, Standard
and Poor’s or Fitch Ratings Limited).
Risk/ Return Profile
Investment Type
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date
Publication of Net Asset
Value
Shareholder Trade
Frequency
Cut-Off Time for
Shareholder Trades
Settlement Dates 1
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 2
Minimum Redemption
Amount
Management Fee
Investment Funds held by the Sub-Fund may be domiciled in Luxembourg, UK,
Ireland and the USA. However, other jurisdictions may be contemplated from
time to time, an up to date list is available at the registered office of the SICAVSIF.
The risk/return profiles of the Global Equity Sub-Fund may be substantially
different from that of the MSCI World Index over rolling 3 year periods.
Equity through Segregated Mandates or Investment Funds.
USD.
A USD and B USD.
USD.
Every day that is a Business Day and a business day in the markets in which at
least 40% of the Sub-Fund is invested.
By 18:00 CET on the first Business Day following the relevant Valuation Date.
Subscriptions, redemptions and conversions: Daily.
15:00 CET on the relevant Valuation Date.
Subscriptions and redemptions: Within four Business Days after the relevant
Valuation Date.
30 June.
It is not the intention of the Board to distribute any dividend.
LU0259259553
125,000
None
Max 0.05% subject to a minimum fee of EUR 2,000 per month
1
The Settlement Date is a Business Day. If there is a Currency Holiday on the Settlement Date, settlement will
take place on the next Business Day that is not also a Currency Holiday.
2
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
83
Investment Manager Fee
Sub-Investment Manager(s)
Fee(if applicable) 3
Sub-Investment Manager
Performance Fee 4
Subscription Fee
Redemption Fee 5
Anti-Dilution Levy
Conversion Charge 6
Maximum Borrowing
Percentage
Leverage and gearing
Commitment Leverage
Gross Leverage
Short Selling
Securities Borrowing
Limitations on Use of
Derivatives 7
Class A USD Shares: Max 50bps
For Class A USD Shares, the Investment Manager Fee is exclusive of the SubInvestment Manager Fee.
Class B USD Shares: 100bps
For Class B USD Shares, the Investment Manager Fee is inclusive of the SubInvestment Manager Fee. The Investment Manager Fee excludes the SubInvestment Manager Performance Fee.
Class A USD Shares: Max 100bps
Class B USD Shares: Not Applicable, included in the Investment Manager Fee.
Max 25%
Max 5%
Max 1%
Not applicable.
Max 1%
10% of the net assets, and provided such borrowing is only permitted to
facilitate the administration of purchase or sale transactions and/or the
redemption or cancellation of its Shares.
No direct leverage that increases the exposure beyond the capital employed is
permitted. No gearing is permitted.
Max 200%
Max 200%
No short selling of stocks and shares is permitted.
No securities borrowing is permitted.
The Sub-Fund may use exchange traded and over-the-counter derivatives for the
purposes of hedging and/or efficient portfolio management purposes provided
that it shall not use ‘unlisted derivatives’ nor may it have ‘uncovered exposures’
except as permitted under Chapter 5 of FSB Notice 80 of 2012 as read with
section 2(b) and (c) of the definition of ‘securities’ therein.
3
Should Sub-Investment Manager(s) be appointed to manage Segregated Asset Pool(s) in the Global Equity SubFund, the Investment Manager Fee and Sub-Investment Manager(s) Fee will not exceed 100bps, in aggregate.
4
Segregated Asset Pools only. Expressed in percent participation in return over benchmark.
5
The SICAV-SIF may apply a charge of up to 1% of the Net Asset Value of Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
6
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
7
The restrictions relating to ‘unlisted derivatives’ and ‘uncovered exposures’ are to be applied based on
permissions and restrictions applicable under FSB Notice 2076 of 2003, to be read in conjunction with the FSB
Notice 80 of 2012, as determined under the Collective Investments Schemes Control Act 45 of 2002(as all these
may be varied from time to time).
84
Sub-Fund Information Sheet
2. Momentum IF Global Emerging Markets Equity Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
18 March 2004
Aims to deliver long-term capital growth by investing in a diversified portfolio
substantially consisting of equities listed on international stock exchanges.
The Global Emerging Markets Equity Sub-Fund may also invest in Investment
Funds or Segregated Mandates of non-equity securities as long as (i) a substantial
portion of the portfolio is invested in Segregated Mandates or Investment Funds
whose principal objective is to invest in equities; and (ii) sufficient of the nonequity asset class risk is hedged away using derivative instruments to keep the
Sub-Fund within its investment restrictions.
Risk / Return Profile
Investment Type
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date
Publication of Net Asset
Value
Shareholder Trade
Frequency
Cut-Off Time for
Shareholder Trades
Settlement Dates 1
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 2
Minimum Redemption
Amount
Management Fee
Investment Manager Fee
Sub-Investment Manager(s)
Fee (if applicable) 3
Sub-Investment Manager
Performance Fee 4
Subscription Fee
Redemption Fee 5
Investment Funds held by the Sub-Fund may be domiciled in Luxembourg, UK,
Ireland and the Cayman Islands. However, other jurisdictions may be
contemplated from time to time, an up to date list is available at the registered
office of the SICAV-SIF.
The risk/return profile of the Global Emerging Markets Equity Sub-Fund may be
substantially different from that of the MSCI Emerging Markets IMI Index over
rolling 3- year periods.
Equity through Segregated Mandates or Investment Funds.
USD.
USD.
USD.
Every day that is a Business Day and a business day in the markets in which at
least 40% of the Sub-Fund is invested.
By 18:00 CET on the first Business Day following the relevant Valuation Date.
Subscriptions, redemptions and conversions: Daily.
15:00 CET each Business Day before the relevant Valuation Date.
Subscriptions and redemptions: Within four Business Days after the relevant
Valuation Date.
30 June.
It is not the intention of the Board to distribute any dividend.
LU0294656227
125,000
None
Max 0.05% subject to a minimum fee of EUR 2,000 per month
Max 50bps
Max 100bps
Max 25%
Max 5%
Max 1%
1
The Settlement Date is a Business Day. If there is a Currency Holiday on the Settlement Date, settlement will
take place on the next Business Day that is not also a Currency Holiday.
2
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
3
Should Sub-Investment Manager(s) be appointed to manage Segregated Asset Pool(s) in the Global Emerging
Markets Equity Sub-Fund, the Investment Manager Fee and Sub-Investment Manager(s) Fee will not exceed 125bps,
in aggregate.
4
Segregated Asset Pools only. Expressed in percent participation in return over benchmark.
5
The SICAV-SIF may apply a charge of up to 1% of the Net Asset Value of Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
85
Anti-Dilution Levy
Commitment Leverage
Gross Leverage
Conversion Charge 6
Maximum Borrowing
Percentage
Not applicable.
Max 100%
Max 200%
Max 1%
25% of net assets
6
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
86
Sub-Fund Information Sheet
3. Momentum IF Africa ex South Africa Equity Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
Risk/ Return Profile
Investment Type
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date
Publication of Net Asset Value
Shareholder Trade Frequency
Dealing Date
Cut-Off Time for Shareholder
Trades
Settlement Dates 1
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 2
Minimum Redemption Amount
Management Fee
Investment Manager Fee
Sub-Investment Manager(s)
Fee (if applicable)
Sub-Investment Manager
Performance Fee 3
Subscription Fee
Redemption Fee 4
6 September 2007
Will invest in equity securities or securities that demonstrate equity
characteristics issued by entities based in Africa, excluding South Africa, or
with a substantial economic exposure to Africa.
Aims to achieve long-term growth in absolute terms.
Equity through Segregated Mandates and/or Investment Funds.
USD.
A, B and C
Class A Shares may be purchased by any investors other than these qualifying
as US Person. Performance fee will be calculated based upon performance
over the MSCI Emerging Frontier Markets Africa ex South Africa Index.
Class B Shares may only be purchased by investors qualifying as US Person.
Performance fee will be calculated based upon performance over the MSCI
Emerging Frontier Markets Africa ex South Africa Index.
Class C Shares may be purchased by any investors other than these qualifying
as US Person. Performance fee will be calculated based upon performance
over the S&P Africa Custom Index.
USD.
Last day of every month.
By 18:00 CET on the first Business Day following the relevant Valuation Date.
Subscriptions, redemptions and conversions: Monthly at the Valuation Date.
Due to subscription and redemption conditions, conversions between and
from the Sub-Fund will only be permitted in exceptional circumstances, with
the express approval of the Board, except for conversions between two
Classes within the Sub-Fund.
The first day of each month.
Subscriptions: Notified no later than 18:00 CET four Business Days before the
relevant Valuation Date.
Redemptions: Notified no later than 18:00 CET 30 calendar days before the
relevant Valuation Date.
Conversions between two Classes within the Sub-Fund: Notified no later than
18:00 CET four Business Days before the relevant Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
Subscriptions: Two Business Days before the relevant Valuation Date.
Redemptions: Within 10 business Days after the Valuation Date.
Conversions between two Classes within the Sub-Fund: Monthly at the
Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
30 June.
It is not the intention of the Board to distribute any dividend.
LU0319824214
125,000
None
Max 0.05% subject to a minimum fee of EUR 2,000 per month
Max 50bps
Max 150bps
Max 25%
Max 5%
Max 1%
1
The Settlement Date for Subscriptions is a Business Day. If there is a Currency Holiday on the Settlement Date,
settlement will take place on the next Business Day that is not also a Currency Holiday.
2
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
3
Segregated Asset Pools only. Expressed in percent participation in return over benchmark.
4
The SICAV-SIF may apply a charge of up to 1% of the Net Asset Value of Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
87
Anti-Dilution Levy
Commitment Leverage
Gross Leverage
Conversion Charge 5
Maximum Borrowing
Percentage
Investment Advisor
Max TBC
Max 200%
Max 200%
Max 1%
25% of net assets
Momentum Africa Investment LLC
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
5
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented. The charge shall be retained by the relevant Sub-Fund.
88
Sub-Fund Information Sheet
4. Momentum IF Global Fixed Income Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
Risk/ Return Profile
Investment Type
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date
Publication of Net Asset
Value
Shareholder Trade
Frequency
Cut-Off Time for
Shareholder Trades
Settlement Dates 1
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 2
Minimum Redemption
Amount
Management Fee
Investment Manager Fee
Sub-Investment Manager(s)
Fee (if applicable) 3
Sub-Investment Manager
Performance Fee 4
Subscription Fee
Redemption Fee 5
Commitment Leverage
Gross Leverage
Anti-Dilution Levy
22 April 2004
The investment objective of this Sub-Fund is to outperform the Citigroup World
Broad Investment Grade Bond Index by substantially investing in a diversified
range of predominantly fixed income funds, investment grade fixed income
securities and money market instruments. The Sub-Fund may also use derivatives
for efficient portfolio management including futures, options, CDS, forwards and
swaps.
Investment Funds held by the Sub-Fund may be domiciled in Luxembourg, UK
and Ireland. However, other jurisdictions may be contemplated from time to
time, an up to date list is available at the registered office of the SICAV-SIF.
Performance will be measured against the Citigroup World Broad Investment
Grade Bond Index over rolling 3-year periods.
Investment Funds, Fixed Income Securities, Segregated Mandates, and money
market instruments.
USD.
USD.
USD.
Every day that is a Business Day and a business day in the markets in which at
least 40% of the Sub-Fund is invested.
By 18:00 CET on the first Business Day following the relevant Valuation Date.
Subscriptions, redemptions and conversions: Daily.
15:00 CET on the relevant Valuation Date.
Subscriptions and redemptions: Within four Business Days after the relevant
Valuation Date.
30 June.
It is not the intention of the Board to distribute any dividend.
LU0191644466
125,000
None
Max 0.05% subject to a minimum fee of EUR 2,000 per month
Max 75bps
Max 75bps
Max 25%
Max 5%
Max 1%
Max 200%
Max 200%
Not applicable.
1
The Settlement Date is a Business Day. If there is a Currency Holiday on the Settlement Date, settlement will
take place on the next Business Day that is not also a Currency Holiday.
2
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
their delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
3
Should Sub-Investment Manager(s) be appointed to manage Segregated Asset Pool(s) in the Global Fixed Income
Equity Sub-Fund, the Investment Manager Fee and Sub-Investment Manager(s) Fee will not exceed 75bps, in
aggregate.
4
Segregated Asset Pools only. Expressed in percent participation in return over benchmark.
5
The SICAV-SIF may apply a charge of up to 1% of the Net Asset Value of Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
89
Conversion Charge 6
Maximum Borrowing
Percentage
Max 1%
25% of net assets
6
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
90
Sub-Fund Information Sheet
5. Momentum IF Africa Fixed Income Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
30 August 2013
The Sub-Fund invests in fixed income markets on the African continent
outside of South Africa. Despite having some of the world’s lowest Debt/GDP
ratios, African countries continue to offer some of the world’s highest
sovereign bond yields. The Sub-Fund seeks to capture these yields and blend
them into a source of sustainable absolute return by diversifying the portfolio
by geography and currency. Underlying portfolio securities can include hard
currency sovereign bonds, local currency sovereign bonds and bills, corporate
bonds, deliverable and non deliverable FX forward contracts and other
interest bearing securities. The Sub-Fund can apply tactical macro hedges.
Risk/ Return Profile
The Sub-Fund aims to deliver a target performance of LIBOR +5% (net of
manager fees) over an economic cycle
Investment Type
Investment Funds, sovereign debt, forward exchange contracts, term
deposits, credit linked notes, super sovereign debt (African sovereign debt
underwritten or issued by a credit worthy international bank or issuer),
supranational debt, corporate debt, bank debt, high yield debt, convertible
debt, preference shares, debentures, securitizations, Hedge Funds, cash,
inflation linked bonds and any other security, derivative or Investment Funds
related to African fixed interest markets. The Sub-Fund may also invest via
Segregated Asset Pools in any of the above instruments.
USD.
A and B
Class A Shares may be purchased by any investors other than these qualifying
as US Person].
Class B Shares may only be purchased by investors qualifying as US Person
USD.
Last day of every month.
Within 31 Calendar Days of the Valuation Date
Subscriptions and redemptions: Monthly at the Valuation Date. Due to
subscription and redemption conditions.
Conversions between two Classes within the Sub-Fund: Monthly at the
Valuation Date.
Conversions in and from the Sub-Fund: Due to subscription and redemption
conditions, only permitted in exceptional circumstances, with the express
approval of the Board.
The first day of each month.
Subscriptions: Notified no later than 18:00 CET six Business Days before the
relevant Valuation Date.
Redemptions: Notified no later than 18:00 CET 35 calendar days before the
relevant Valuation Date.
Conversions between two Classes within the Sub-Fund: Notified no later than
18:00 CET four Business Days before the relevant Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
Subscriptions: Two Business Days before the relevant Valuation Date.
Redemptions: Within 30Business Days after the Valuation Date.
Conversions between two Classes within the Sub-Fund: Monthly at the
Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
30 June.
It is not the intention of the Board to distribute any dividend.
TBA
125,000
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date
Publication of Net Asset Value
Shareholder Trade Frequency
Dealing Date
Cut-Off Time for Shareholder
Trades
Settlement Dates 1
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 2
Minimum Redemption Amount
None
1
The Settlement Date for Subscriptions is a Business Day. If there is a Currency Holiday on the Settlement Date,
settlement will take place on the next Business Day that is not also a Currency Holiday.
2
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
91
Management Fee
Investment Manager Fee
Sub-Investment Manager(s)
Fee (if applicable)
Sub-Investment Manager
Performance Fee 3
Subscription Fee
Redemption Fee 4
Commitment Leverage
Gross Leverage
Anti-Dilution Levy
Conversion Charge 5
Maximum Borrowing
Percentage
Investment Advisor
Max 0.05% subject to a minimum fee of EUR 2,000 per month
Max. 1%
Max. 2%
Max. 20%
Max. 5%
Max. 1%
Max 400%
Max 400%
Max. 1%
Max 1%
25% of net assets
Momentum Africa Investment LLC
3
Segregated Asset Pools only. Expressed in percent participation in return over benchmark.
The SICAV-SIF may apply a charge of up to 1% of the Net Asset Value of Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
5
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented. The charge shall be retained by the relevant Sub-Fund.
4
92
Sub-Fund Information Sheet
6. Momentum IF Global Spread Capture Sub-Fund – in liquidation
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment
Objective
Risk/ Return Profile
Investment Type
Sub-Fund Currency
Share Classes
Valuation Date
Publication of Net
Asset Value
Shareholder Trade
Frequency
Dealing Date
Cut-Off Time for
Shareholder Trades
Settlement Dates 6
Fiscal Year End
Maximum Borrowing
Percentage
Distribution Policy
Share Classes 7
ISIN
Minimum Initial
Investment (EUR) 8
31 March 2004
The objective of the Global Spread Capture Sub-Fund is to achieve superior risk adjusted
returns by investing mainly in Hedge Funds specialising in a variety of non market dependent
strategies. Its aim is to exploit, opportunistically, the perceived value discrepancies
between equivalent, fungible, or similar groups of securities. The style seeks to exploit the
differences in relative value of economically similar investments by simultaneously buying
and selling securities. By capturing the “spread” or value differential between securities and
any group of investments, superior returns can be achieved without reference to the
performance of the underlying market. The returns are generally achieved through two
ways. Firstly, the price convergence of two similar securities and secondly the spread over
financing, or banking return, offered by the particular assets. The techniques used by the
target Hedge Funds imply varying degrees of leverage and carry different specific risks. The
objective is to achieve positive absolute returns and no attempt will be made to match any
predetermined financial benchmark. The long-term returns of the strategies proposed have
not historically been correlated to the market. This will be achieved with lower volatility
than has been associated with stock markets. The Sub-Fund seeks to maintain a “market
neutral” profile.
Performance will be measured against the HFRI Fund of Funds Conservative Index.
Hedge Funds, Investment Funds, equity and fixed income securities.
USD
USD, EUR and GBP
Last day of every month.
By 18:00 CET within 15 Business Days following the relevant Valuation Date.
Subscriptions, redemptions and conversions: Monthly at the Valuation Date. Due to
subscription and redemption conditions, conversions between and from the Sub-Fund will
only be permitted in exceptional circumstances, with the express approval of the Board,
except for conversions between two Classes within the Sub-Fund.
The first day of each month.
Subscriptions: Notified no later than 18:00 CET four Business Days before the relevant
Valuation Date.
Redemptions: Notified no later than 18:00 CET 65 calendar days before the relevant
Valuation Date.
Conversions between two Classes within the Sub-Fund: Notified no later than 18:00 CET four
Business Days before the relevant Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
Subscriptions: Two Business Days before the relevant Valuation Date.
Redemptions: Within 30 Calendar Days after the publication of the Net Asset Value.
Conversions between two Classes within the Sub-Fund: Monthly at the Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
30 June
25% of net assets
It is not the intention of the Board to distribute any dividend.
USD
EUR
LU0191645786
125,000
LU0204387897
125,000
GBP
LU0204389919
125,000
6
The Settlement Date for Subscriptions is a Business Day. If there is a Currency Holiday on the Settlement Date,
settlement will take place on the next Business Day that is not also a Currency Holiday.
7
Please note that the Share Classes are hedged to the currency of the Share Class.
8
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
93
Minimum
Redemption
Amount
None
None
None
Management Fee
Investment Manager
Fee
Subscription Fee
Redemption Fee 9
Level of Leverage
Anti-Dilution Levy
Conversion Charge 10
N/A
Max 150bps
N/A
Max150bps
N/A
Max 150bps
Max 2%
Max 1%
N/A
Not applicable.
Max 1%
Max 2%
Max 1%
Max 2%
Max 1%
Not applicable.
Max 1%
Not applicable.
Max 1%1
9
Where a Redemption Fee is applicable, the Redemption Fee is a maximum of 1% should the shareholder be
redeeming a holding held for less than 12 months. This reduces to a maximum of 0.5% after 12 months. The SICAVSIF may apply a charge of up to 1% of the Net Asset Value of Shares redeemed when considered appropriate in
order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the Sub-Fund and with
the aim of protecting the remaining shareholders from carrying the said charges and costs. The amount of the fee
so collected shall be retained in the relevant Sub-Fund.
10
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
94
Sub-Fund Information Sheet
7. Momentum IF Focused Opportunities Sub-Fund – in liquidation
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
Risk/ Return Profile
Investment Type
Performance Hurdle
Sub-Fund Currency
Share Classes
Valuation Date
Publication of Net
Asset Value
Shareholder Trade
Frequency
Dealing Date
Cut-Off Time for
Shareholder Trades
Settlement Dates 1
Fiscal Year End
Maximum Borrowing
Percentage
Distribution Policy
Share Classes 2
ISIN
Minimum Initial
Investment (EUR) 3
Minimum Redemption
Amount
Management Fee
Investment Manager
Fee
Investment Manager
Performance Fee 4
31 December 2004
The objective of the Focused Opportunities Sub-Fund is to deliver above average riskadjusted returns by investing in a focused and limited number of Hedge Funds that can
potentially deliver high performance.
Performance will be measured against the HFRI fund of funds Composite Index. The HFRI
fund of funds Composite Index is only to be considered as an indicative benchmark of the
risk/return profile of the Sub-Fund and not as a benchmark used for performance
calculation fee purposes.
Hedge Funds, Investment Funds, equity and fixed income securities
5% per annum
USD
USD, EUR and GBP
Last day of every month. The Net Asset Value per Share will be calculated by Class and
Series.
By 18:00 CET within 20 Business Days following the relevant Valuation Date.
Subscriptions, redemptions and conversions: Monthly at the Valuation Date. Due to
subscription and redemption conditions, conversions between and from the Sub-Fund will
only be permitted in exceptional circumstances, with the express approval of the Board,
except for conversions between two Classes within the Sub-Fund.
The first day of each month.
Subscriptions: Notified no later than18:00 CET four Business Days before the relevant
Valuation Date.
Redemptions: Notified no later than 18:00 CET 95calendar days before the relevant
Valuation Date.
Conversions between two Classes within the Sub-Fund: Notified no later than 18:00 CET
four Business Days before the relevant Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
Subscriptions: Two Business Days before the relevant Valuation Date.
Redemptions: Within 30 calendar days after the publication of the Net Asset Value.
Conversions between two Classes within the Sub-Fund: Monthly at the Valuation Date.
Conversions between two Sub-Funds: As agreed by the Board.
30 June
25% of net assets.
It is not the intention of the Board to distribute any dividend.
USD
EUR
GBP
LU0191649002
125,000
LU0204715733
125,000
LU0204390503
125,000
None
None
None
N/A
Max 150bps
N/A
Max 150bps
N/A
Max 150bps
10%
10%
10%
1
The Settlement Date for Subscriptions is a Business Day. If there is a Currency Holiday on the Settlement Date,
settlement will take place on the next Business Day that is not also a Currency Holiday.
2
Please note that the Share Classes are hedged to the currency of the Share Class.
3
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
4
The Investment Manager Performance Fee is the percentage of outperformance over the Performance Hurdle, as
further described in section “Charges and Expenses” of this Prospectus.
5
A redemption fee of up to 1% of the Net Asset Value of Shares redeemed may be applied when considered
appropriate in order to reflect any reasonable costs incurred on the realisation of assets with the aim of protecting
the remaining shareholders. The amount of the fee so collected shall be retained in the Sub-Fund.
95
Subscription Fee
Redemption Fee 5
Conversion Charge 6
Investment Manager
Performance Fee
Calculation method
Max 2%
Max 2%
Max 2%
Max 1%
Max 1%
Max 1%
Max 1%
Max 1%1
Max 1%1
Series of Shares
If the Shares of the oldest Series are outperforming their HWM hurdle at the end of a
Calculation Period, Shares of any other Series which are also outperforming will pay the
due Investment Manager Performance Fee and the Shares of such Series will be converted
into Shares of the oldest Series. Shares so converted will be issued at the Net Asset Value
per Share applicable at the end of the Calculation Period in the oldest Series.
If Shares of the oldest Series are not outperforming their HWM hurdle, Shares of any
outperforming Series will pay the due Investment Manager Performance Fee but will not
be converted into Shares of the oldest Series.
In the case of non-performance of any of the Series, the HWM hurdle of each non
performing Series will reset to the HWM hurdle of the Series at the end of the Calculation
Period.
For purposes of the Investment Manager Performance Fee calculation each month shall
be counted as 30 days and each year as 360 days.
NAV:
Net Asset Value per Share within the relevant Series (after deduction of the
Investment Manager Fee and Investment Manager Performance Fee)
GAV:
Gross Asset Value per Share within the relevant Series (after deduction of the
Investment Manager Fee but before deduction of the Investment Manager Performance
Fee)
HWM:
High Water Mark
HWMhurdle: Hurdle Adjusted HWM
PF:
Investment Manager Performance Fee applicable to Shares of the relevant Series
PF = if GAV >HWMhurdle then (GAV - HWMhurdle)* PFrate PF = 0 if GAV <HWMhurdle
Level of Leverage
N/A
6
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee of up to 1% of the Net Asset
Value of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
96
Sub-Fund Information Sheet
8. Momentum IF USD Money Market Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
31 October 2007
To achieve preservation of capital and to provide a total return in line with
money market rates, exclusively denominated in US Dollars.
The above investment
performance.
Risk/ Return Profile
Investment Type
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date 1
Publication of Net Asset
Value
Shareholder Trade
Frequency
Cut-Off Time for
Shareholder Trades
Settlement Dates 2
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 3
Management Fee
Investment Management
Fee
Minimum Investment
Amount
Subscription Fee
Redemption Fee 4
Conversion Charge 5
Maximum Borrowing
Percentage
Commitment Leverage
Gross Leverage
objective
does not
constitute
a guarantee
of
Investment Funds held by the Sub-Fund may be domiciled in UK, Luxembourg
and Ireland. However, other jurisdictions may be contemplated from time to
time, an up to date list is available at the registered office of the SICAV-SIF.
Performance will be measured against USD 7 day LIBID.
Cash, Money Market Funds, money market instruments and fixed income
securities issued and / or guaranteed by governments or investment grade
companies and institutions.
USD.
USD.
USD.
Every day that is a Business day in Luxembourg and a business day in the markets
in which at least 40% of the Sub-Fund is invested.
By 18:00 CET on the first Business Day following the relevant Valuation Date.
Subscriptions, Redemptions and Conversions: Daily.
15:00 CET on the relevant Valuation Date.
Subscriptions and redemptions: Within four Business Days after the relevant
Valuation Date.
30 June.
It is not the intention of the Board to distribute any dividend.
LU0323588458
125,000
Max 0.015% subject to a minimum fee of EUR 800 per month
Max 40 bps
None
Max 5%
Max 0.5%
Max 1%
25% of net assets
Max 100%
Max 100%
1
A list with the applicable Valuation Dates for the Sub-Fund will be available at the registered office of the SICAVSIF and will be updated on a yearly basis.
2
The Settlement Date is a Business Day. If there is a Currency Holiday on the Settlement Date, settlement will
take place on the next Business Day that is not also a Currency Holiday.
3
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
4
The SICAV-SIF may apply a charge of up to 0.5% of the Net Asset Value of the Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
5
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee up to 1% of the Net Asset Value
of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
97
Sub-Fund Information Sheet
9. Momentum IF EUR Money Market Sub-Fund
This Sub-Fund Information Sheet forms an integral part of the Prospectus and should be
read in conjunction with the full information contained in it.
Launch Date
Investment Objective
10 April 2013
To achieve preservation of capital and to provide a total return in line with
money market rates, exclusively denominated in Euro.
The above investment
performance.
Risk/ Return Profile
Investment Type
Sub-Fund Currency
Share Class(es)
Share Currency
Valuation Date 1
Publication of Net Asset
Value
Shareholder Trade
Frequency
Cut-Off Time for
Shareholder Trades
Settlement Dates 2
Fiscal Year End
Distribution Policy
ISIN
Minimum Initial Investment
(EUR) 3
Management Fee
Investment Management
Fee
Minimum Investment
Amount
Subscription Fee
Redemption Fee 4
Conversion Charge 5
Maximum Borrowing
Percentage
Commitment Leverage
Gross Leverage
objective
does not
constitute
a guarantee
of
Investment Funds held by the Sub-Fund may be domiciled in UK, Luxembourg
and Ireland. However, other jurisdictions may be contemplated from time to
time, an up to date list is available at the registered office of the SICAV-SIF.
Performance will be measured against EUR7 day LIBID.
Cash, Money Market Funds, money market instruments and fixed income
securities issued and / or guaranteed by governments or investment grade
companies and institutions.
EUR.
EUR.
EUR.
Every day that is a Business day in Luxembourg and a business day in the markets
in which at least 40% of the Sub-Fund is invested.
By 18:00 CET on the first Business Day following the relevant Valuation Date.
Subscriptions, Redemptions and Conversions: Daily.
15:00 CET on the relevant Valuation Date.
Subscriptions and redemptions: Within four Business Days after the relevant
Valuation Date.
30 June.
It is not the intention of the Board to distribute any dividend.
LU0905824701
125,000
Max 0.015% subject to a minimum fee of EUR 800 per month
Max 40 bps
None
Max 5%
Max 0.5%
Max 1%
25% of net assets
Max 100%
Max 100%
1
A list with the applicable Valuation Dates for the Sub-Fund will be available at the registered office of the SICAVSIF and will be updated on a yearly basis.
2
The Settlement Date is a Business Day. If there is a Currency Holiday on the Settlement Date, settlement will
take place on the next Business Day that is not also a Currency Holiday.
3
The minimum initial investment amount is expressed in EUR and should be converted to the relevant Share
Currency when the Share Currency is not EUR. The investment limits are subject to the discretion of the Board or
its delegates to accept lesser amounts provided that equal treatment between investors is ensured. The
investment limits apply to a single Sub-Fund, except where an investor is investing in more than one Sub-Fund, in
which case the investment limits will be applied to the aggregate of all Sub-Funds being invested in.
4
The SICAV-SIF may apply a charge of up to 0.5% of the Net Asset Value of the Shares redeemed when considered
appropriate in order to reflect any fiscal charges and dealing costs incurred on the realisation of assets for the
Sub-Fund and with the aim of protecting the remaining shareholders from carrying the said charges and costs. The
amount of the fee so collected shall be retained in the relevant Sub-Fund.
5
If, on any Business Day, applications for conversion of Shares would lead to a significant volume of subscriptions
and redemptions in any single Sub-Fund, the SICAV-SIF may apply a conversion fee up to 1% of the Net Asset Value
of the Shares presented for conversion. The charge shall be retained by the relevant Sub-Fund.
11553959v1
98
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