prospectus june 2019 · fund managers (luxembourg) s.a., dasym sicav, and the administrator....
TRANSCRIPT
DASYM SICAV Undertaking for Collective Investments in Transferable Securities
with multiple Sub-Funds incorporated under Luxembourg law
PROSPECTUS
June 2019
VISA 2019/156776-8782-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 2019-06-20Commission de Surveillance du Secteur Financier
(i)
TABLE OF CONTENTS
Clause Headings Page
1. TERMS AND DEFINITIONS USED IN THIS PROSPECTUS ........................................1
2. DIRECTORY ......................................................................................................................7
3. IMPORTANT INFORMATION .........................................................................................9
4. INVESTMENT OBJECTIVES .........................................................................................11
Objective and Restrictions .................................................................................................11
Voting Rights and Voting Conduct ...................................................................................11
5. TYPES OF SHARES .........................................................................................................12
Charges to Shareholders ....................................................................................................12
Subscription Fee ................................................................................................................12
Redemption Fee .................................................................................................................13
Conversion Fee ..................................................................................................................13
Other fees and charges ......................................................................................................13
Distribution policy .............................................................................................................13
6. DEALING INFORMATION .............................................................................................13
Subscriptions ......................................................................................................................13
Applications for Shares in New Sub-Funds .......................................................................13
Subscription forms .............................................................................................................14
Subscription price ..............................................................................................................15
Cut-off times .......................................................................................................................15
Payment for subscriptions .................................................................................................15
Conversions .......................................................................................................................16
Conversion requests ...........................................................................................................16
Conversion price ................................................................................................................16
Cut-off times .......................................................................................................................17
Redemptions ......................................................................................................................17
Redemption requests ..........................................................................................................17
Redemption price ...............................................................................................................18
Cut-off times .......................................................................................................................18
Payment of redemptions .....................................................................................................18
Transfer of Shares ..............................................................................................................18
Transfer requests ...............................................................................................................18
Cut-off times .......................................................................................................................19
Other important dealing information .................................................................................19
Market timing and frequent trading policy ........................................................................19
Single Swinging Pricing .....................................................................................................20
Data Protection ..................................................................................................................20
Anti-money laundering and related obligations .................................................................22
(ii)
Clause Headings Page
7. NET ASSET VALUE ........................................................................................................24
8. RISK CONSIDERATIONS ...............................................................................................24
Market risk .........................................................................................................................24
Risk linked to equities markets ..........................................................................................24
Risk linked to bonds, debt instruments, fixed income (including high yield bonds)
and convertible bonds ........................................................................................................25
Risk linked to investments in emerging and less developed markets ................................25
Emerging Markets risk .......................................................................................................26
Country risk .......................................................................................................................26
Auditing and accounting standards risks ...........................................................................26
Risk of concentration .........................................................................................................26
Company risk .....................................................................................................................26
Interest rate risk .................................................................................................................26
Credit risk ..........................................................................................................................27
Foreign exchange risk ........................................................................................................27
Liquidity risk .....................................................................................................................27
Volatility risk .....................................................................................................................27
Counterparty risk ...............................................................................................................27
Risk linked to derivative instruments ................................................................................28
Risk linked to securities lending operations ......................................................................28
Taxation 28
Risk linked to investments in UCI units ............................................................................29
Management Company and Investment Manager risk ......................................................29
Investment style risk ..........................................................................................................29
Investment techniques risk .................................................................................................30
Regulatory changes ............................................................................................................30
Possible adverse effect of large redemptions .....................................................................30
Nomineeship ......................................................................................................................30
Potential conflicts of interest .............................................................................................30
Distributions ......................................................................................................................30
9. THE COMPANY ...............................................................................................................31
10. MANAGEMENT AND ADMINISTRATION .................................................................32
Board of Directors .............................................................................................................32
Management Company ......................................................................................................32
Service providers ...............................................................................................................34
Conflicts of Interest ...........................................................................................................37
Risk Management Process .................................................................................................38
11. SHAREHOLDERS’ MEETINGS .....................................................................................38
12. DISSOLUTION AND LIQUIDATION ............................................................................39
(iii)
Clause Headings Page
Dissolution and liquidation of the Company .....................................................................39
Dissolution and merger of Sub-Funds ...............................................................................40
Merger with another Sub-Fund or another UCITS or fund/sub-fund of other
UCITS ................................................................................................................................40
13. TAXATION OF THE COMPANY AND ITS SHAREHOLDERS ..................................41
European Union Savings Tax Considerations ...................................................................41
Common Reporting Standard (CRS) ..................................................................................41
Taxe d’Abonnement ...........................................................................................................42
Other taxes .........................................................................................................................43
Luxembourg .......................................................................................................................43
General .43
US taxation considerations ................................................................................................43
14. FEES AND EXPENSES ....................................................................................................44
Establishment Expenses .....................................................................................................44
Management Company Fee ...............................................................................................44
Investment Management Fee .............................................................................................45
Performance Fee................................................................................................................45
Distribution Fee .................................................................................................................45
Depositary’s and Paying Agency’s Fees ...........................................................................46
Administrator’s Fees..........................................................................................................46
Directors' Fees ...................................................................................................................46
Operational Expenses ........................................................................................................46
15. INFORMATION TO SHAREHOLDERS .........................................................................48
Financial year end ..............................................................................................................48
Annual and half-yearly reports ..........................................................................................49
SCHEDULE 1 (SUPPLEMENTS OF THE SUB-FUNDS)
SCHEDULE 1.A (DASYM GLOBAL OPPORTUNITIES FUND)
SCHEDULE 2 (DETERMINATION OF NET ASSET VALUE)
SCHEDULE 3 (INVESTMENT POWERS AND RESTRICTIONS)
SCHEDULE 4 (LIST OF SUB-CUSTODIAL AGENTS APPOINTED BY THE
DEPOSITARY)
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1. TERMS AND DEFINITIONS USED IN THIS PROSPECTUS
"Administration Agreement" means the agreement entered into between Carne Global
Fund Managers (Luxembourg) S.A., Dasym SICAV,
and the Administrator.
"Administrator" means Northern Trust Global Services SE carrying out
the central administration function of the Company in
Luxembourg with the prior approval of the CSSF or
such other company appointed in replacement of
Northern Trust Global Services SE.
"Articles of Association" means the articles of association of the Company from
time to time.
"Base Currency" means in relation to a Share Class the currency in which
the Share Class is denominated, as the same may be
amended from time to time by the Board of Directors.
"Board of Directors" means the board of directors of the Company.
"Business Day" means a full day other than a Saturday, Sunday or bank
or public holiday on which banks are open for business
in Luxembourg.
"Capitalisation Shares" in the Company which are not entitled to any dividend
payments. Holders of such Shares benefit from the
capital appreciation resulting from the reinvestment of
any income earned by the Shares.
"Company" means Dasym SICAV, an open-ended investment
company (Société d’Investissement à Capital Variable)
with multiple Sub-Funds, incorporated under the laws of
Luxembourg, with registered office at EBBC Centre, 6B
route de Trèves, L-2633 Senningerberg, Grand Duchy
of Luxembourg. The Company complies with the
requirements of Article 27 of the Law of 2010 as an
Undertaking for Collective Investment in Transferrable
Securities under Article 1, paragraph 2, point a) and b)
of the Directive 2009/65/EC (UCITS).
"Conversion Fee" has the meaning given in Chapter 5.
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"CSSF" means Commission de Surveillance du Secteur
Financier, the authority in charge of the supervision of
the undertakings for collective investments in the Grand
Duchy of Luxembourg.
"CSSF Circular 11/512" means the CSSF circular 11/512 of 30 May 2011
determining the (i) presentation of the main regulatory
changes in risk management following the publication
of CSSF Regulation 10-4 and ESMA guidelines, (ii)
further clarifications from the CSSF on risk
management rules and (iii) the definition of the content
and format of the risk management process to be
communicated to the CSSF.
"Depositary" means Northern Trust Global Services SE, carrying out
the depositary function of the Company in Luxembourg,
with the prior approval of the CSSF or such other
company appointed in replacement of Northern Trust
Global Services SE.
"Depositary Agreement" means the agreement entered into between Carne Global
Fund Managers (Luxembourg) S.A., Dasym SICAV,
and Northern Trust Global Services SE.
"Distribution Shares" means Shares in the Company which are entitled to
payment of a dividend in case of payment of a dividend.
"Emerging Markets" for investment purpose defined as countries with –
compared e.g. to Europe - less developed economies (as
measured by per capita Gross National Product) that
have the potential for significant future growth.
Examples include Brazil, China, India and Russia. Most
emerging market countries are located in Latin America,
Eastern Europe, Asia, Africa or the Middle East.
"EU" means the European Union.
"EUR" or "€" means the European euro, the lawful currency of the
Economic and Monetary Union of the EU from time to
time.
"FATCA" means the provisions of the Hiring Incentives to Restore
Employment (HIRE) Act of 18 March 2010 commonly
referred to as the Foreign Account Tax Compliance Act
(FATCA).
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"Global Distributor" means Dasym Managed Accounts B.V. and/or any other
entity from time to time appointed by the Management
Company in relation to the promotion, distribution and
sale of Shares.
"Institutional Investors" means any Investor who may be considered an
institutional investor within the meaning of Article 174
of the Law of 2010 and as may be defined from time to
time by the guidelines or recommendations issued by
the CSSF.
"Investment Manager" means Dasym Managed Accounts B.V. or such other
entity as may be specified, in respect of the Company
and any Sub-Fund, as the entity that has been appointed
by the Management Company to provide investment
management services in respect of the Company and
any Sub-Fund.
"Key Investor Information Document"
("KIID")
means the Key Investor Information Document(s) of
each Share Class of each Sub-Fund.
"Law of 2010" means the Luxembourg law of 17 December 2010
relating to undertakings for collective investment, as
may be amended from time to time.
"Management Company" means Carne Global Fund Managers (Luxembourg)
S.A., or its legal successor, which has been appointed by
the Company to act as its management company in
accordance with chapter 15 of the Law of 2010, or such
other entity as may be appointed by the Company from
time to time.
"Member State" means a member state of the EU. The States that are
contracting parties to the Agreement creating the
European Economic Area other than the Member States
of the European Union, within the limits set forth by the
Law of 2010, are considered as equivalent to Member
States of the European Union.
"Money Market Instruments" means financial instruments normally dealt with on the
money market which are liquid and have a value which
can be accurately determined at any time.
"Net Asset Value" means the value of the total assets of a Sub-Fund minus
the liabilities of that Sub-Fund.
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"Net Asset Value per Share" means in relation to any Share Class, the Net Asset
Value divided by number of Shares issued in the
relevant Share Class or deemed to be issued in respect
of that Sub-Fund as of the relevant Valuation Day, and,
in relation to any Share Class, subject to such
adjustments, if any, as may be required in relation to
such Share Class.
"Paying Agent" means Northern Trust Global Services SE carrying out
the paying agent function of the Company in
Luxembourg with the prior approval of the CSSF or
such other company appointed in replacement of
Northern Trust Global Services SE.
"Person" means any individual or corporation, company, trust,
partnership, estate, unincorporated association or other
legal entity.
"Prospectus" means this prospectus including the schedules and
appendices thereto and the Supplement for each Sub-
Fund.
"Redemption Fee" has the meaning given in Chapter 5.
"Reference Currency" means, in relation to a Sub-Fund, the currency in which
the underlying assets of the relevant Sub-Fund or Share
Class are valued and reported, as the same may be
amended from time to time by the Board of Directors.
The details of the reference currency of a relevant Sub-
Fund are described in the relevant Supplement.
"Registrar and Transfer Agent" means Northern Trust Global Services SE appointed as
registrar and transfer agent of the Company for the
execution of subscription, conversion and redemption
orders for Shares.
"Regulated Market" means a market defined in the directive 2014/65/EU of
the European Parliament and of the Council of 15 May
2014 on markets in financial instruments.
"Regulatory Authority" means the CSSF or its successor in charge of the
supervision of UCITS in the Grand Duchy of
Luxembourg.
"Shares" means the shares in the capital of the Company.
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"Share Class" means a class of Shares.
"Shareholder" means a holder of Shares.
"SICAV" means a Société d’Investissement à Capital Variable
under the Law of 2010.
"Sub-Fund" means a portfolio of assets established by the Company
and constituting a separate compartment represented by
one or more separate Share Classes and invested in
accordance with the specific investment objective and
other features applicable to such Sub-Fund.
"Subscription Fee" has the meaning given in Chapter 5.
"Supplement" means a supplement in SCHEDULE 1 (Supplements of
the Sub-Funds) of this Prospectus containing specific
features of one or more Sub-Funds and Share Classes.
"Transferable Securities" means any of the following:
- - shares and other securities equivalent to shares;
- - bonds and other debt instruments; or
- - any other negotiable securities which carry
the right to acquire any such transferable securities
by subscription or exchanges, with the exclusion of
techniques and instruments.
"UCI" means an Undertaking for Collective Investment.
"UCITS" means an Undertaking for Collective Investment in
Transferable Securities: (a) the sole objective of which
is the collective investment in either or both (i)
transferable securities; (ii) other liquid financial assets,
as referred to in article 50 (1) of the UCITS Directive,
of capital raised from the public and which operates on
the principle of risk spreading; (b) the shares of which
are, at the request of holders, repurchased or redeemed,
directly or indirectly, out of the undertaking’s assets.
"UCITS Directive" means Directive 2009/65/EC of the European
Parliament and of the Council of 13 July 2009 on the
coordination of laws, regulations and administrative
provisions relating to UCITS, as may be amended or
recasted from time to time.
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"USD" or "US $" means United States dollar, the lawful currency of the
United States of America.
"US Tax Person" means (i) any United States of America (U.S) citizen or
U.S resident individual (ii) any partnership or
corporation organized in the U.S or under the laws of
the U.S or any State thereof or (iii) any trust if one or
more U.S. Tax Persons have the authority to control all
substantial decisions of the trust and a court within the
U.S would have authority under applicable law to render
orders or judgments concerning substantially all issues
regarding the administration of the trust, or an estate of
a decedent that is a citizen or resident of the U.S.
"US Person" means (i) any natural person resident in the United
States (ii) any partnership or corporation organised or
incorporated under the laws of the United States (iii)
any estate of which any executor or administrator is a
U.S. person (iv) any trust of which any trustee is a U.S.
person (v) any agency or branch of a foreign entity
located in the United States (vi) any non-discretionary
account or similar account (other than an estate or trust),
held by a dealer or other fiduciary for the benefit or
account of a U.S. person (vii) any discretionary account
or similar account (other than an estate or trust) held by
a dealer or other fiduciary organised, incorporated, or (if
an individual) resident in the United States; and (viii)
any partnership or corporation if: (A) organised or
incorporated under the laws of any foreign jurisdiction;
and (B) formed by a U.S. person principally for the
purpose of investing in securities not registered under
the 1933 Act, unless it is organised or incorporated, and
owned, by accredited investors who are not natural
persons, estates or trusts.
"Valuation Day" is each time on a Business Day that the net asset value
of the Company, a Sub-Fund or a Share Class is
determined. The Valuation Day is defined for each Sub-
Fund in the relevant Supplements in SCHEDULE 1
(Supplements of the Sub-Funds).
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2. DIRECTORY
Dasym SICAV
Dasym SICAV
Société d'Investissement à Capital Variable
EBBC Centre
6B route de Trèves, L-2633 Senningerberg
Grand Duchy of Luxembourg
Board of Directors
F.J. Botman (CEO Dasym Managed Accounts B.V.)
M. van Veen (Sales and Business Development Officer, Dasym
Managed Accounts B.V.)
S. Mosnier (Independent Director)
D. Austen (Compliance Officer, Dasym Managed Accounts B.V.)
Management Company
Carne Global Fund Managers (Luxembourg) S.A.
EBBC Centre
6B route de Trèves, L-2633 Senningerberg
Grand Duchy of Luxembourg
Luxembourg Trade and Companies Register No. B. 148258
Investment Manager
Dasym Managed Accounts B.V.
Flevolaan 41A
1411 KC Naarden
The Netherlands
www.dasym.com
Chamber of Commerce No. 32 08 12 28
Global Distributor
Dasym Managed Accounts B.V.
Flevolaan 41A
1411 KC Naarden
The Netherlands
www.dasym.com
Chamber of Commerce No. 32 08 12 28
Administrator, Registrar and Transfer Agent
Northern Trust Global Services SE
6, rue Lou Hemmer,
L-1748 Senningerberg
Grand Duchy of Luxembourg
RCSL under number B 232281
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Depositary and Paying Agent
Northern Trust Global Services SE
6, rue Lou Hemmer,
L-1748 Senningerberg
Grand Duchy of Luxembourg
RCSL under number B 232281
Auditor
Ernst & Young
35E, Avenue John F. Kennedy,
L-1855 Luxembourg
Grand Duchy of Luxembourg
Legal Advisers to the Fund
Elvinger Hoss Prussen, société anonyme
2, place Winston Churchill
L-1340 Luxembourg
Grand Duchy of Luxembourg
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3. IMPORTANT INFORMATION
If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker,
bank, investment advisor, solicitor, accountant or other financial adviser. This Prospectus should be
read and understood before an investment is made.
The Company is an investment company organised under the laws of the Grand Duchy of
Luxembourg as a Societe d'Investissement a Capital Variable (SICAV).
The Company is offering and issuing Shares in one or more of its separate Sub-Funds on the basis of
the information contained in this Prospectus (including the Schedules, the Supplements and any
other appendices) and the documents referred to herein as well as the Articles of Association of the
Company.
The Shares to be issued hereunder may be of several different classes which relate to several
separate Sub-Funds of the Company. Shares in the different Sub-Funds may be issued, redeemed
and converted at prices computed on the basis of the Net Asset Value per Share of the relevant Sub-
Fund or class, as defined in the Articles of Association of the Company, as may be amended from
time to time. In accordance with the Articles of Association, the Board of Directors of the Company
may issue Shares in each Sub-Fund.
A separate portfolio of assets is maintained for each Sub-Fund and is invested in accordance with
the investment objectives applicable to the relevant Sub-Fund in SCHEDULE 1 (Supplements of the
Sub-Funds). The Board of Directors may, at any time, create additional Sub-Funds, whose
investment objectives may differ from those of the Sub-Funds then existing. Upon creation of new
Sub-Funds, the Prospectus will be updated accordingly.
A Key Investor Information Document (KIID) is available for each Share Class of the Sub-Funds. In
addition to summarising important information in this Prospectus, the KIID contains information on
the historical performance for each Share Class of the Sub-Funds, if available. The KIID is a pre-
contractual document, which provides information on the risk and reward profile of the relevant
Sub-Fund, including appropriate guidance and warnings in relation to the risks associated with an
investment in the Sub-Fund.
UCITS (Undertakings for Collective Investment in Transferable Securities) are investment funds
that have been established in accordance with the UCITS Directive. Please note that in accordance
with the UCITS Directive if you are an investor who invests directly in the Company in your own
name and behalf, you must be in receipt of the most up-to-date version of the relevant KIID before
placing your subscription and/or conversion of Shares; otherwise, the relevant transaction may be
delayed or rejected. The KIID is available at the registered address of the Company.
The Articles of Association give powers to the Board of Directors of the Company to impose such
restrictions as they may think necessary for the purpose of ensuring that no Shares in the Company
are acquired or held by any Person in breach of the law or the requirements of any country or
governmental authority or by any Person in circumstances which in the opinion of the Board of
Directors might result in the Company incurring any liability or taxation or suffering any other
disadvantage which the Company may not otherwise have incurred or suffered. The Company may
compulsorily redeem all Shares held by any such Person.
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The value of the Shares may fall as well as rise and a Shareholder, on transfer or redemption of
Shares, may not get back the amount initially invested. Income from the Shares may fluctuate in
money terms and changes in rates of exchange may cause the value of Shares to go up or down. The
levels and basis of, and reliefs from, taxation may change. There can be no assurance that the
investment objectives of the Company and each Sub-Fund will be achieved.
Investors should inform themselves and should take appropriate advice on the legal requirements as
to possible tax consequences, foreign exchange restrictions or exchange control requirements which
they might encounter under the laws of the countries of their citizenship, residence, or domicile and
which might be relevant to the subscription, purchase, holding, conversion, redemption or disposal
of the Shares of the Company.
No Person is authorised to give any information or to make any representations concerning the
Company other than as contained in the Prospectus and in related documents, and any purchase
made by any Person on the basis of statements or representations not contained in or inconsistent
with the information and representations contained in the Prospectus shall be solely at the risk of the
purchaser. Neither the delivery of the Prospectus nor the offer, sale or issue of Shares shall under
any circumstances constitute a representation that the information given in the Prospectus is correct
at any time. An amendment or updated Prospectus shall be provided, if necessary, to reflect material
changes to the information. The distribution of the Prospectus is not authorised unless it is
accompanied by the most recent annual and semi-annual reports of the Company, if any. Such
reports are deemed to be an integral part of the Prospectus. Further copies of this Prospectus are
available at the registered office of the Company.
The Prospectus has been deposited with and approved by the Regulatory Authority in the English
language. This Prospectus may be translated into other languages. In such cases, the translation shall
be as close as possible to a direct translation from the English text and any changes shall be only as
necessary to comply with the requirements of the regulatory authorities of other jurisdictions.
In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in
any translation, the English text shall prevail to the extent permitted by the applicable laws or
regulations, and all disputes as to the terms shall be governed by, and construed in accordance with,
the laws of the Grand Duchy of Luxembourg.
The Management Company is a management company in accordance with chapter 15 of the Law of
2010 and subject to financial supervision in Luxembourg. The Company is a UCITS as defined in
the UCITS Directive for the purposes of distribution in the EU and may therefore be offered for sale
in Member States (subject to registration in countries other than Luxembourg). In addition,
applications to register the Company may be made in other countries.
The Board of Directors is responsible for the contents of this Prospectus. The Board of Directors has
taken all reasonable care to ensure that the information in this Prospectus and in the KIIDs is, to the
best of its knowledge and belief, in accordance with the facts and does not omit anything material to
such information.
The distribution of this Prospectus, the KIIDs and supplementary documentation and the offering of
the Shares may be restricted in certain countries. Investors wishing to apply for Shares should
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inform themselves as to the requirements in their own country for transactions in Shares, any
applicable exchange control regulations and the tax consequences of any transaction in Shares.
In particular, the Shares have not been registered under the United States Securities Act of 1933 (as
amended) and have not been registered with the Securities and Exchange Commission or any United
State Securities Commission nor has the Company been registered under the Investment Company
Act of 1940 (as amended). Accordingly, unless the Company is satisfied that Shares can be allotted
without breaching United States securities laws, Shares may not be directly or indirectly offered or
sold in the United States of America, or any of its territories or possessions or areas subject to its
jurisdiction, or to or for the benefit of a United States person.
This Prospectus and the KIIDs do not constitute an offer or solicitation by anyone in any country in
which such offer or solicitation is not lawful or authorised, or to any person to whom it is unlawful
to make such offer or solicitation.
Investors should note that not all the protections provided under their relevant regulatory regime
may apply and there may be no right for compensation under such regulatory regime, if such scheme
exists.
Shares may be listed on the Luxembourg Stock Exchange.
4. INVESTMENT OBJECTIVES
Objective and Restrictions
The objective of the Company is to manage the assets of each Sub-Fund for the benefit of its
Shareholders within the restrictions applicable to UCITS and the specific restrictions that may apply
to the Sub-Funds, as set out in the relevant Supplement. A summary of the general investment
powers and restrictions applicable to UCITS is set out in SCHEDULE 3 (Investment Powers and
Restrictions). The investments within each Sub-Fund are subject to market fluctuations and to the
risks inherent in all investments; accordingly, no assurance can be given that the investment
objective will be achieved. The investment policies and structure applicable to the various Sub-
Funds created by the Board of Directors are described in this Prospectus and SCHEDULE 1
(Supplements of the Sub-Funds).
Voting Rights and Voting Conduct
From a cost efficiency perspective the Company shall not exercise the voting rights attached to its
shares in portfolio companies unless in extreme circumstances where the interests of the
Shareholders would be materially adversely affected, in which case the Company will determine its
voting conduct in furtherance of the investment objective and restrictions of the relevant Sub-Fund.
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5. TYPES OF SHARES
The Company may issue Shares of different classes reflecting the various Sub-Funds. Within a Sub-
Fund, Shares Classes may be defined to correspond to:
a specific distribution policy, such as entitling to distributions or not entitling to
distributions,
a specific subscription and redemption fee structure,
a specific management or advisory fee structure,
a specific distribution fee structure,
a specific currency, and/or
any other specific features applicable to one Share Class.
The register of Shareholders will be kept by the Administrator according to Luxembourg laws. The
inscription of the Shareholder's name in the register of Shareholders evidences his or her right of
ownership of the Shares. No share certificates will be delivered to registered Shareholders.
All Shares must be fully paid-up; they are of no par value and carry no preferential or pre-emptive
rights. Each Share of the Company, whichever Sub-Fund it is in, is entitled to one vote at any
general meeting of Shareholders in compliance with applicable Luxembourg laws and regulations
and the Articles of Association. Each Share of the same Class entitles the relevant Shareholder to a
proportionate interest in the capital of the Company.
The Company may issue fractional Shares. Fractional Shares are rounded up or down to three
decimal places. Such fractional shares shall not be entitled to vote but shall be entitled to participate
in the net assets attributable to the relevant Share Class on a pro rata basis.
A redemption request which would reduce the value at such time of any holding to below the
minimum subscription requirement may be treated as a request to redeem the whole of the
shareholding.
The Board of Directors may waive the minimum amounts for initial subscriptions at its sole
discretion.
Charges to Shareholders
Subscription Fee
Investors may be charged a Subscription Fee for the subscription of Shares in any Sub-Funds. See
the Supplements in SCHEDULE 1 (Supplements of the Sub-Funds) for more information. The
Subscription Fee may be charged by sub-distributors or independent distributors, at their absolute
discretion. It does not accrue to the Company.
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Redemption Fee
A Redemption Fee may be charged for the redemption of Shares from any of the Sub-Funds in the
Company. See the Supplements in SCHEDULE 1 (Supplements of the Sub-Funds) for more
information. A Redemption Fee accrues to the Company.
Conversion Fee
A Conversion Fee may be charged for switching Shares from one Sub-Fund to another Sub-Fund
and, where applicable, between Share Classes in the Company. See the Supplements in SCHEDULE
1 (Supplements of the Sub-Funds) for more information. A Conversion Fee accrues to the Company.
Other fees and charges
In certain jurisdictions, where subscriptions, redemptions and conversions are made through a third-
party agent or a bank, additional fees and charges may be imposed on local investors by that agent
or bank. Investors should check with their agent or bank for any additional fees and charges. Such
fees and charges do not accrue to the Company.
Distribution policy
For Distribution Shares, distributions may be made out of the net assets of a Sub-Fund only if, as a
result, the Net Asset Value of the Company remains above €1,250,000.00.
Distribution Shares may have a target distribution rate made up of an income component and, in
some instances, a capital component.
Distributions not claimed within five (5) years of their due date will lapse and revert to the relevant
Share Class within the relevant Sub-Fund.
No interest shall be paid on a distribution declared by the Company and kept by it at the disposal of
its beneficiary. Shareholders will receive notice by e-mail if distributions have been declared and
will become payable, including details on the nature and payment of the relevant distributions. See
the Supplements in SCHEDULE 1 (Supplements of the Sub-Funds) for more information on the
Sub-Funds.
The profits allocated to Capitalisation Shares shall be added to the portion of net assets of such
Share Classes and all income relating to these Shares will automatically be reinvested.
6. DEALING INFORMATION
Subscriptions
Applications for Shares in New Sub-Funds
Subscriptions for Shares of any Class in a new Sub-Fund shall be possible during an initial offer
period (which may last one day) and disclosed in the relevant Sub-Fund supplement to be set by, or
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under the delegation of, the Board of Directors (the "Initial Offer Period") and such Initial Offer
Period may be extended or shortened at the discretion of the Board of Directors.
Applications for Shares during the Initial Offer Period must be received by the Registrar and
Transfer Agent and subscription payments must be cleared by the cut-off time for the relevant Sub-
Fund on the last Business Day of the Initial Offer Period.
The Initial Offer Period price per Share for each Class of a new Sub-Fund is EUR 1,000 per Share or
a currency equivalent depending on the respective Share Class.
Subscription payments made in relation to a new Sub-Fund or Share Class which is not launched at
the end of the Initial Offer Period will be reimbursed to the relevant subscribers, without payment of
interest.
The Board of Directors may at any time decide the activation of a class and the launch of a new Sub-
Fund.
Subscription forms
Subscription forms for any initial or subsequent subscription of Shares are available from the
Registrar and Transfer Agent. For any initial subscription, originals of each completed and signed
subscription form are to be sent by post to the Registrar and Transfer Agent. Any subsequent
subscription may also be accepted by facsimile transmission or by any other means as the Company
may prescribe from time to time. The subscription form for Shares or other documentation
satisfactory to the Company or an agent needs to indicate that the investor is not a US Person or a
nominee.
Subscriptions are authorized in kind and in cash. In the case of subscriptions in cash, the
subscription orders may indicate either a number of shares or an amount to be purchased.
Should the subscription forms be received by an agent of the Registrar and Transfer Agent, the agent
will forward the forms to the Registrar and Transfer Agent on the date received. The agent is not
permitted to withhold subscriptions with the aim of benefiting from a price change or otherwise.
The Company reserves the right to reject any subscription in whole or in part, in which case
subscription monies paid, or the balance, will be returned to the applicant as soon as practicable. The
Company also reserves the right to suspend at any time the issue of Shares in one, several or all
Share Classes of a Sub-Fund.
Pursuant to applicable Luxembourg laws on anti-money laundering, subscription requests must
include or be accompanied by evidence that the subscriber is an authorised subscriber and has
complied with its professional obligations under anti-money laundering legislation.
An applicant’s subscription form will not be considered complete, and the applicant will not be
considered a Shareholder, regardless of whether it has already wired funds, until all the
documentation required under applicable Luxembourg laws against anti-money laundering, and
additional documentation as may be requested by the Company or an agent, is received by the
Company or the agent. Moreover, no funds may be transferred from banks not subject to an
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identification procedure equal to the one required by applicable Luxembourg laws. Subscriptions
may be temporarily suspended until funds have been correctly identified. It is generally admitted
that professionals of the financial sector residing in countries fully complying with the
Recommendations of the Financial Action Task Force (FATF) are considered as being subject to an
identification procedure equal to the one required by applicable Luxembourg laws and regulations.
See also the heading "Anti-money laundering and related obligations" below.
No Shares in the Sub-Funds will be issued during any period when the calculation of the Net Asset
Value per Share in the Sub-Funds is suspended by the Company pursuant to Article 23 of the
Articles of Association. If dealings in Shares have been suspended, the subscription will be dealt
with on the first Valuation Day following the end of the suspension period, unless the relevant
subscription is withdrawn in the meantime.
Subscription price
Investors whose subscriptions are accepted after the Initial Offer Period will be allotted Shares
issued on the basis of the Net Asset Value per Share of the relevant Class determined on a given
Valuation Day, provided that the application (including all supporting documentation in relation to
know your client materials, money laundering prevention checks and a fully completed application
form) is received by the Registrar and Transfer Agent no later than 14:00 CET Luxembourg time
one Business Day prior to the relevant Valuation Day. Applications received after that cut-off time
will be processed on the next following Valuation Day.
Cut-off times
Subscriptions must be received by the Registrar and Transfer Agent no later than 14:00 CET
Luxembourg time one Business Day prior to the relevant Valuation Day. Subscriptions received
after that cut-off time will be processed on the next Valuation Day.
Payment for subscriptions
Payment for subscriptions must be made in the currency of the Share Class to which they relate by
the cut-off time two (2) Business Days after the applicable Valuation Day. If subscribed Shares are
not paid for within the defined period, the Company may cancel their issue while retaining the right
to claim the Subscription Fees and commissions.
The Company may agree to issue Shares in consideration for a contribution in kind of securities, in
compliance with the Luxembourg laws and regulations, in particular the obligation to deliver a
valuation report from the auditor of the Company and provided that such securities comply with the
investment policy and restrictions of the relevant Sub-Fund. Any costs incurred in connection with a
contribution in kind of securities shall be borne by the subscriber. Notification of a subscriber’s
intent to make a payment in kind must be given ten (10) Business Days prior to the relevant
Valuation Day.
While ensuring observance of the principle of risk-spreading, recently created Sub-Funds funded via
subscription in kind may derogate from risk spreading obligations contained in the law for a period
of six (6) months following the date of their authorisation.
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Conversions
Conversion requests
Shareholders are entitled, subject to the provisions specified and subject to any limitations set out in
the relevant Supplement in SCHEDULE 1 (Supplements of the Sub-Funds) in relation to one or
more Sub-Funds, to convert all or some of their Shares of one Share Class into Shares of another
Share Class of the same Sub-Fund or of a different Sub-Fund. Shares may be tendered for
conversion on any Valuation Day.
In converting Shares from one Share Class to another Share Class, the Shareholder must meet the
applicable minimum initial investment requirements of the Shares or Sub-Fund. No conversion of
Shares will be effected until a request for conversion of Shares has been received by the Registrar
and Transfer Agent from the Shareholder.
If, as a result of any request for conversion, the value of Shares held by any Shareholder in a Share
Class would fall below the minimum value, the Company may treat the request as a request to
convert the entire shareholding of the Shareholder in that Class.
Conversion price
The number of Shares issued upon conversion will be based on the respective Net Asset Values of
the two Share Classes concerned on the common Valuation Day on which the conversion request is
accepted by the Registrar and Transfer Agent. Conversion request must be received in good order
prior to 14:00 CET Luxembourg time one Business Day prior to the common Valuation Day.
Conversion requests received after that cut-off time will be processed on the next following common
Valuation Day.
Shares in any Share Class will not be converted in circumstances where the calculation of the Net
Asset Value per Share in the Share Class is suspended by the Company pursuant to Article 23 of the
Articles of Association. If dealings in Shares have been suspended, the request for conversion will
be dealt with on the first Valuation Day following the end of such suspension period, unless the
request for conversion has been withdrawn in the meantime.
If on any Valuation Day requests for conversion relate to more than 10% of the Shares on issue in a
specific Sub-Fund, then part or all of the requests for conversion in excess of 10% may be deferred
proportionally for a period considered to be in the best interests of the Sub-Fund. On the first
following Valuation Day, these conversion requests will be met in priority to later requests.
Shareholders who have submitted a conversion request affected by this resolution will be notified by
the Company.
All terms and notices regarding the redemption of Shares shall equally apply to the conversion of
Shares.
Confirmation notices will be sent to Shareholders on the next Business Day after the Net Asset
Value is available as at the applicable Valuation Day, together with the balance resulting from the
conversion, if any.
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Cut-off times
Conversion requests must be received by the Registrar and Transfer Agent no later than 14:00 CET
Luxembourg time one Business Day prior to the relevant Valuation Day. Conversion requests
received after that cut-off time will be processed on the next Valuation Day.
Redemptions
Redemption requests
Each Shareholder may at any time request the Company to redeem on any Valuation Day all or any
of the Shares held in any of the Share Classes.
Shareholders may send a redemption request to the Registrar and Transfer Agent or to their agent.
Should a redemption request be received by an agent of the Registrar and Transfer Agent, the agent
will forward requests to the Registrar and Transfer Agent. As described under "Cut-off times"
below, only the time when the Registrar and Transfer Agent receives the redemption request is
relevant to determine the Valuation Day of the redemption request. The agent is not permitted to
withhold redemption requests with the aim of benefiting from a price change or otherwise.
Redemption requests should contain the following information:
the identity and address of the Shareholder requesting the redemption,
the number of Shares or value to be redeemed,
the relevant Share Class and/or Sub-Fund,
the Sub-Fund name or identifier,
the name in which the Shares are registered, and
details of the bank account of the Person, other than a third party, to whom payment should
be made.
Shares in any Share Class will not be redeemed if the calculation of the Net Asset Value per Share
in the Share Class or Sub-Fund is suspended by the Company according to Article 23 of the Articles
of Association. Notice of any suspension shall be given to every Shareholder who has made a
redemption request and has been affected. If dealings in Shares have been suspended, the
redemption request will be dealt with on the first Valuation Day following the end of the suspension
period, unless the redemption request has been withdrawn in the meantime.
If, as a result of any request for redemption, the value of Shares held by any Shareholder in a Share
Class would fall below the minimum value, the Company may treat the request as a request to
redeem the entire shareholding.
If on any Valuation Day, redemption requests relate to more than 10% of the Shares on issue in a
specific Sub-Fund, then part or all of the requests for redemptions in excess of 10% may be deferred
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proportionally to the next Valuation Day. On the next Valuation Day, these redemption requests will
be met in priority to later requests. Shareholders who have submitted a redemption request affected
by this resolution will be notified by the Company.
Article 7 of the Articles of Association contains provisions enabling the Company to compulsorily
redeem Shares held by US Persons.
Redemption price
Shareholders whose applications for redemption are accepted will have their Shares redeemed on the
basis of the Net Asset Value per Share of the relevant Share Class determined on a given Valuation
Day, provided that the redemption order is received by the Registrar and Transfer Agent no later
than 14:00 CET Luxembourg time one Business Day prior to the relevant Valuation Day (unless
otherwise provided for in the Supplement for a Sub-Fund). Redemption orders received after that
cut-off time will be processed on the next following Valuation Day. The redemption price may be
higher or lower than the price paid at the time of subscription.
Cut-off times
Redemption requests must be received by the Registrar and Transfer Agent no later than 14:00 CET
Luxembourg time one Business Day prior to the relevant Valuation Day. Redemption requests
received after that cut-off time will be processed on the next Valuation Day.
Payment of redemptions
Redemptions shall normally be paid within two (2) Business Days after the applicable Valuation
Day. Payment will be made by transfer bank order to an account indicated by the Shareholder, at the
Shareholder's expense and risk. Payment of the redemption price will automatically be made in the
currency of the relevant Share Class.
The Company shall have the right to satisfy payment of the redemption price to any Shareholder
requesting redemption of any of his Shares in specie by allocating to the holder investments from the
pool of assets set up in connection with such class or classes of Shares equal in value in accordance
with the Articles of Association and in compliance with the Luxembourg laws and regulations, in
particular the obligation to deliver a valuation report from the auditor of the Company. The costs of
any such transfers shall normally be borne by the transferee.
Notification of a Shareholder’s intent to make a redemption in kind must be given ten (10) Business
Days prior to the relevant Valuation Day.
Transfer of Shares
Transfer requests
Subject to the restrictions set out in Chapter 5 and in this Chapter 6, Shares are freely transferable
and may be transferred in writing in a form approved by the Board of Directors. Prior to the
registration of any transfer, transferees must complete a subscription form and provide such other
information as the Company or its agents may reasonably require, including the information referred
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to above in Chapter 6 under the heading "Subscriptions". The Company reserves the right to decline
to register a transfer of Shares at any time.
Cut-off times
Transfer requests must be received by the Registrar and Transfer Agent no later than 14:00 CET
Luxembourg time one Business Day prior to the relevant Valuation Day. Transfer requests received
after that cut-off time will be processed on the next Valuation Day.
Other important dealing information
Market timing and frequent trading policy
The Company does not knowingly allow dealing activity which is associated with market timing or
frequent trading practices, as such practices may adversely affect the interests of all Shareholders.
For the purposes of this section, market timing is held to mean subscriptions into, conversions
between or redemptions from the various Share Classes (whether such acts are performed singly or
severally at any time by one or several persons) that seek or could reasonably be considered to
appear to seek profits through arbitrage or market timing opportunities. Frequent trading is held to
mean subscriptions into, conversions between or redemptions from the various Share Classes
(whether such acts are performed singly or severally at any time by one or several persons) that by
virtue of their frequency or size cause any Sub-Fund’s expenses to increase to an extent that could
reasonably be considered detrimental to the interests of the Sub-Fund’s other Shareholders.
Accordingly, the Board of Directors may, whenever it deems it appropriate, implement either one, or
both, of the following measures:
The Company may combine Shares which are under common ownership or control for the
purposes of ascertaining whether an individual or a group of individuals can be deemed to
be involved in market timing practices. Accordingly, the Board of Directors reserves the
right to cause the Company to reject any application for conversion and/or subscription of
Shares from investors whom the former considers market timers or frequent traders.
If a Sub-Fund is primarily invested in markets which are closed for business other than
ordinary holidays at the time the Sub-Fund is valued, the Board of Directors may, during
periods of market volatility, and by derogation from the provisions below in Chapter 7,
cause the Company to allow for the Net Asset Value per Share to be adjusted to reflect more
accurately the fair value of the Sub-Fund’s investments at the point of valuation.
In practice, the securities of Sub-Funds investing in non-European markets are usually valued on the
basis of the last available price at the time when the Net Asset Value per Share is calculated. The
time difference between the close of the markets in which a Sub-Fund invests and the point of
valuation can be significant. For example, in the case of US-traded securities the last available price
may be as much as 15 hours old. Developments that could affect the value of these securities, which
occur between the close of the markets and the valuation point, will not, therefore, normally be
reflected in the Net Asset Value per Share of the relevant Sub-Fund.
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As a result, where the Board of Directors believes that a significant event has occurred between the
close of the markets in which a Sub-Fund invests and the point of valuation, and that such event will
materially affect the value of that Sub-Fund’s portfolio, they may cause the Company to adjust the
Net Asset Value per Share so as to reflect what is believed to be the fair value of the portfolio as at
the point of valuation.
The level of adjustment will be based upon the movement in a chosen surrogate up until the point of
valuation, provided that such movement exceeds the threshold as determined by the Board of
Directors for the relevant Sub-Fund. The surrogate will usually be in the form of a futures index, but
may also be a basket of securities, which the Board of Directors believes is strongly correlated to,
and representative of, the performance of the Sub-Fund.
Where an adjustment is made as per the foregoing, it will be applied consistently to all Share Classes
in the same Sub-Fund.
Single Swinging Pricing
On any Business Day the Board of Directors may determine to apply an alternative Net Asset Value
calculation method (to include such reasonable factors as they see fit) to the Net Asset Value per
Share. This should be described in the Sub-Fund’s swing pricing policy. This method of valuation is
intended to pass the estimated costs of underlying investment activity of the Sub-Fund to the active
Shareholders by adjusting the Net Asset Value of the relevant Share and thus to protect the Sub-
Fund’s long-term Shareholders from costs associated with ongoing subscription and redemption
activity.
This alternative Net Asset Value calculation method may take account of trading spreads on the
Sub-Fund’s investments, the value of any duties and charges incurred as a result of trading and may
include an allowance for market impact. Where the Board of Directors, based on the prevailing
market conditions and the level of subscriptions or redemptions requested by Shareholders or
potential Shareholders in relation to the size of the relevant portfolio of assets of the Sub-Fund, have
determined for a particular Sub-Fund to apply an alternative Net Asset Value calculation method,
the Sub-Fund may be valued either on a bid or offer basis.
Because the determination of whether to value the Sub-Fund’s Net Asset Value on an offer or bid
basis is based on the net transaction activity of the relevant day, Shareholders transacting in the
opposite direction of the Sub-Fund’s net transaction activity may benefit at the expense of the other
Shareholders in the Sub-Fund. In addition, the Sub-Fund’s Net Asset Value and short-term
performance may experience greater volatility as a result of this alternative Net Asset Value
calculation method.
Data Protection
Any information concerning Shareholders (the "Personal Data") and other related natural persons
(together "the Data Subjects"), provided to, or collected on behalf of the Company (directly from
Data Subjects or from publicly available sources) will be processed by the Company and the
Management Company as data controllers (the "Controllers") in compliance with applicable data
protection laws, in particular Regulation (EU) 2016/679 of 27 April 2016, the "General Data
Protection Regulation" (together the "Data Protection Legislation").
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Failure to provide certain requested Personal Data may result in the Shareholders not being able to
invest or maintain Shares in the Company. Personal Data will be processed by the Controllers and
disclosed to, and processed by the Company’s services providers acting as processors on behalf of
the Controllers such as the Depositary, the Investment Manager, the investment advisor (as the case
may be) and the Company’s legal and financial advisers (the "Processors"), notably for the
purposes of (i) offering and managing investments in the Company and performing the related
services (ii) developing and processing the business relationship with the Processors, and (iii) direct
or indirect marketing activities (the "Purposes").
Personal Data will also be processed by the Controllers and Processors to comply with legal or
regulatory obligations applicable to them such as cooperation with, or reporting to, public authorities
including but not limited to legal obligations under applicable fund and company law, anti-money
laundering and counter terrorist financing legislation, prevention and detection of crime, tax law
such as reporting to the tax authorities under FATCA, CRS (as defined below) or any other tax
identification legislation to prevent tax evasion and fraud as applicable (the "Compliance
Obligations"). The Controllers and/or the Processors may be required to report information
(including name and address, date of birth and U.S. tax identification number, account number,
balance on account, the "Tax Data") to the Luxembourg tax authorities (Administration des
contributions directes) which will exchange this information with the competent authorities in
permitted jurisdictions (including outside the European Economic Area) for the purposes provided
for in FATCA and CRS legislation or equivalent Luxembourg legislation. It is mandatory to answer
questions and requests with respect to the Data Subjects’ identification and Shares held in the
Company and, as applicable, FATCA and/or CRS and failure to provide relevant Personal Data
requested by the Controllers or the Processors in the course of their relationship with the Company
may result in incorrect or double reporting, prevent them from acquiring or maintaining their Shares
in the Company and may be reported to the relevant Luxembourg authorities.
In certain circumstances, the Processors may also process Personal Data of Data Subjects as data
controllers, in particular for compliance with their legal obligations in accordance with laws and
regulations applicable to them (such as anti-money laundering identification) and/or order of any
competent jurisdiction, court, governmental, supervisory or regulatory bodies, including tax
authorities.
Communications (including telephone conversations and e-mails) may be recorded by the
Controllers and Processors for record keeping purposes proof of a transaction or related
communication in the event of a disagreement and to enforce or defend the Controllers’ and
Processors’ interests or rights in compliance with any legal obligation to which they are subject (the
above list is not exhaustive). Such recordings may be produced in court or other legal proceedings
and permitted as evidence with the same value as a written document and will be retained for as long
as permitted by law. The absence of recordings may not in any way be used against the Controllers
and the Processors.
Personal Data of Data Subjects may be transferred outside of the EU (including to Processors), in
countries which are not subject to an adequacy decision of the European Commission and whose
legislation does not ensure an adequate level of protection as regards the processing of personal data,
including but not limited to the United States of America, India and the Philippines.
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Insofar as Personal Data is not provided by the Data Subjects themselves the Shareholders and
investors represent that they have authority to provide such Personal Data of other Data Subjects. If
the Shareholders and/or investors are not natural persons, they undertake and warrant to (i)
adequately inform any such other Data Subject about the processing of their Personal Data and their
related rights as described in this Prospectus, the Company’s application form and its data privacy
notice and (ii) where necessary and appropriate, obtain in advance any consent that may be required
for the processing of the Personal Data.
Personal Data of Data Subjects will not be retained for longer than necessary with regard to the
Purposes and Compliance Obligations, in accordance with applicable laws and regulations, subject
always to applicable legal minimum retention periods.
In addition further data protection information is contained in the Company’s application form and
the Company’s data privacy notice, in particular in relation to the nature of the Personal Data
processed by the Controllers and Processors, the legal basis for processing, recipients, safeguards
applicable for transfers of Personal Data outside of the EU.
The Data Subjects may also exercise their rights such as the rights to access to or have Personal Data
about them rectified or deleted, the right to ask for a restriction of processing or object thereto, the
right to data portability, the right to lodge a complaint with the relevant data protection supervisory
authority and the right to withdraw consent after it was given. The Company’s application form and
the Company’s data privacy notice contain more detailed information concerning these rights and
how to exercise them.
The Company’s data privacy notice is available from https://www.dasym.com/ and on demand from
the Company’s registered office.
The latest Prospectus and Company’s application form are available from the Management
Company.
The Shareholders’ attention is drawn to the fact that the data protection information contained in this
Prospectus and in the Company’s application form and the Company’s data privacy notice is subject
to change at the sole discretion of the Controllers.
By subscribing Shares of the Company, Shareholders and investors acknowledge having received
and read the data protection information contained in the Prospectus, the Company’s application
form and its data privacy notice.
Anti-money laundering and related obligations
To comply with obligations under anti-money laundering (AML) and counter-terrorism financing
(CTF) legislation comprising, but not limited to, the Luxembourg Law of 12 November 2004, as
amended, against money laundering and financing of terrorism, the Company, the Grand Ducal
Regulation dated 1 February 2010, CSSF Regulation 12-02 of 14 December 2012, CSSF Circulars
13/556, 15/609 and 17/650 concerning the fight against money laundering and terrorist financing,
and any respective amendments or replacements, the Management Company and the Administrator
must collect certain information about each investor, supported by relevant identification
documents. Examples of identification documents include passports and driver’s licences for
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individuals, and evidence of registration for entities such as companies. The documents to be
provided will be determined at the time of applying for subscription.
By applying to subscribe to the Company, investors warrant that:
they comply and will continue to comply with all applicable AML, CTF and sanctions laws
and regulations, including but not limited to the laws and regulations of Luxembourg and in
the investor’s own principal place of business, in force from time to time (AML/CTF and
Sanctions Law),
they are not aware and have no reason to suspect that:
(i) the moneys used to fund the investment in the Company have been or will be
derived from or related to any money laundering, terrorism financing or similar
activities that would be illegal under applicable laws or regulations or otherwise
prohibited under any international convention or agreement ("illegal activity"), or
(ii) the proceeds of the investment in the Company will be used to finance any illegal
or sanctioned activities
they, their agent or their nominated representative will provide the Company or the
Administrator with all additional information and assistance that the Company and the
Administrator may request in order for the Company to comply with any AML/CTF and
Sanctions Law, and
they will notify the Company if they are or become:
(i) a "politically exposed" person or organisation for the purposes of any AML/CTF
Law,
(ii) a "proscribed person or entity" for the purposes of Sanctions Law, or
(iii) commonly known by a name other than the name provided in the form completed
at the time of applying for an investment in the Company.
By applying to subscribe to the Company, investors also acknowledge that the Company may:
decide to delay or refuse any request or transaction if the Company or the Administrator is
concerned that the request or transaction may breach any obligation of, or cause the
Company to commit or participate in an offence under any AML/CTF and Sanctions Law,
and the Company will incur no liability to the investor if they do so,
take other action the Company reasonably believes is necessary to comply with AML/CTF
and Sanctions Law, including disclosing any information that the Company holds about the
investor to any of the Company’s related bodies corporate or service providers or an AML
or CTF regulator, and
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collect additional information about the investor from time to time, from the investor or
from third parties, for the purposes of satisfying the Company’s AML/CTF and Sanctions
Law obligations, and that the Company may use and disclose any such information which
can be obtained online at the Website or by contacting the Management Company.
7. NET ASSET VALUE
The price of a Share is calculated by reference to the Net Asset Value of the Sub-Fund to which it
relates and the basis of calculation of Net Asset Value is summarised in SCHEDULE 2
(Determination of Net Asset Value). The Net Asset Value of each Sub-Fund and the subscription,
conversion and redemption prices of Shares will be available at the Company’s registered offices
and may also be published in leading financial publications and on websites worldwide as the Board
of Directors may determine from time to time.
8. RISK CONSIDERATIONS
Investment in any Sub-Fund entails a degree of risk. While there are some risks that may be
common to a number or all of the Sub-Funds, there may also be specific risk considerations that
apply to particular Sub-Funds. It is important to keep in mind one of the main axioms of investing:
the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally
true: the lower the risk, the lower the potential reward. As you consider an investment in one or
more of the Sub-Funds, you should take into account your personal risk tolerance. There can be no
assurance that any Sub-Fund will achieve its investment objective. The Net Asset Value of Shares
may go down as well as up, and you may not get back the amount invested or receive any return on
your investment. Upon request by any Shareholder, information relating to risk management
methods employed, including the quantitative limits that are applied and any recent developments in
the risk and yield characteristics of the main categories of investments, for any Sub-Fund may be
provided to such Shareholder.
Market risk
Market risk is a general risk that applies to all types of investments. Variations in the prices of
securities and other instruments are essentially determined by variations in the financial markets as
well as variations in the economic situations of issuers that are themselves impacted by the general
world economy as well as by the economic and political conditions prevailing in their own country.
Risk linked to equities markets
The risks associated with investments in equities (and related instruments) are important variations
in prices, negative information on issuers or the market and the subordinated nature of equity capital
with respect to the debt issued by the same company. Price fluctuations may be amplified in the
short term. The risk that one or more companies record losses or fail to grow can have a negative
impact on the performance of the portfolio. Certain Sub-Funds can invest in companies at their
Initial Public Offering stage. In this case, there is a risk of a higher volatility of the share price due to
several factors such as the absence of a previous public market, unseasonal transactions, limited
number of tradable shares and the lack of information on the issuer. Sub-Funds that invest in growth
companies may be more volatile than the market as a whole and may react differently to economic,
political and market developments that are specific to the issuer. The value of growth companies is
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traditionally more volatile than other companies, especially over very short periods of time.
Therefore the share price of growth companies can be more expensive relative to company’s
earnings as compared to other companies in general. Shares of growth companies can be more
reactive to changes in profits.
Risk linked to bonds, debt instruments, fixed income (including high yield bonds) and
convertible bonds
For Sub-Funds investing in bonds or other debt instruments, the value of the underlying investments
will depend on market interest rates, the credit quality of the issuer and liquidity considerations. The
Net Asset Value of a Sub-Fund investing in debt instruments will change in response to fluctuations
in interest rates, perceived credit quality of the issuer, market liquidity and also currency exchange
rates (when the currency of the underlying investment is different from the reference currency of the
Sub-Fund). Some Sub-Funds may invest in high yield debt instruments where the level of income
may be relatively higher as compared to investment grade debt instruments (for instance); however
the risk of depreciation and capital losses associated to such debt instruments will be significantly
higher than other debt instruments with lower yield. Investments in convertible bonds are sensitive
to fluctuations in the prices of the underlying equities ("equity component" of the convertible bond)
while offering a certain kind of protection with a more secured portion of capital ("bond floor" of the
convertible bond). The higher the equity component, the lower the corresponding capital protection.
As a corollary, a convertible bond that has seen major growth in its market value following a rise in
the underlying share price will have a risk profile closer to that of a share. On the other hand, a
convertible bond, the value of which has declined to the level of its bond floor following a fall in the
price of the underlying share will have, depending on the level, a risk profile close to that of a
traditional bond. Convertible bonds, like other types of bonds, are subject to the risk that the issuer
may be unable to meet its obligations to pay interest and/or repay the principal at maturity (credit
risk). The market's perception of the increasing probability of default or bankruptcy of an issuer
leads to a noticeable decrease in the market value of the bond and thus a decrease of the protection
offered by the bond content in the convertible bond. Moreover, market value of bonds may decrease
consequently to the increase of the interest rate of reference (interest rate risk).
Risk linked to investments in emerging and less developed markets
Suspensions and cessations of payment by developing countries are due to a variety of factors such
as political instability, poor financial management, lack of currency reserves, flight of capital,
internal conflicts or the absence of the political will to continue servicing previously contracted debt.
The capacity of private sector issuers to meet their obligations may also be affected by these same
factors. In addition, these issuers are subject to the decrees, laws and regulations enacted by
governmental authorities. These include, for example, changes in foreign exchange controls and in
the legal and regulatory framework, expropriations and nationalisations, the introduction of, or
increase in taxes, such as withholding tax. Systems for liquidation of transaction and clearing are
often less well-organised than they are in developed markets. This results in a risk that the
liquidation or clearing of transactions are delayed or cancelled. Market practices may require
payment on transactions to be made prior to receipt of acquired transferable securities or other
instruments or the delivery of traded transferable securities or other instruments to be made prior to
receipt of payment. In these circumstances, the default of the counterparty through which the
transaction is executed or liquidated may bring about losses for the Sub-Fund investing in these
markets. The uncertainty linked to a murky legal environment or the inability to establish well
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defined property and legal rights are other determining factors. Added to that is the lack of reliability
of the sources of information in these countries, the non-conformity of accounting methods with
respect to international standards and the absence of financial or commercial controls.
Emerging Markets risk
In comparison to developed countries, the Emerging Markets may be characterised by higher
volatility, lower liquidity and higher transaction costs.
Country risk
The value of a Sub-Fund’s assets may be affected by uncertainties such as changes in a country’s
government policies, taxation, restrictions on foreign investment, currency decisions, applicable
laws and regulations, together with any natural disasters or political upheaval, which could weaken a
country’s securities markets.
Auditing and accounting standards risks
The legal infrastructure and accounting, auditing and reporting standards in some countries,
particularly Emerging Markets, in which some Sub-Funds will invest, may not provide the same
degree of information to investors as would generally apply internationally. In particular, valuation
of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and
consolidation may be treated differently from international accounting standards.
Risk of concentration
Some Sub-Funds may concentrate their investments in one or more countries, geographical regions,
economic sectors, asset classes, types of financial instruments or currencies in such a way that these
Sub-Funds may thus be more impacted in the event of economic, social, political or fiscal events
affecting the countries, geographical regions, economic sectors, asset classes, types of financial
instruments or currencies concerned.
Company risk
The Sub-Fund named Dasym Global Opportunities Fund normally consists of approximately 20-35
holdings. If one or several of the investments experience difficulties, this may be reflected
negatively which will affect the value of Shares held in the Sub-Fund.
Interest rate risk
The value of an investment may be affected by fluctuations in interest rates. Interest rates may be
influenced by a number of elements or events such as monetary policies, discount rates, inflation,
etc. Investors must be aware that rising interest rates may result in the decrease in the value of
investments in bond instruments and debt securities.
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Credit risk
Credit risk is the risk linked to an issuer’s capacity to honour its debts. Credit risk can lead to the
downgrading of the credit rating of a bond or debt security issuer that may lead to a decrease in the
value of investments. The downgrading of the rating of an issue or issuer can lead to the decline in
the value of the debt securities concerned in which the Sub-Fund is invested. The bonds or debt
securities issued by entities having a low rating are in general deemed to have a greater credit risk
and be more likely to default than those of issuers with a higher rating. When the issuer of bonds or
debt securities experiences financial or economic difficulty, the value of the bonds or debt securities
(that can become zero) and the payments made for the bonds or debt securities (that can be zero)
may be affected.
Foreign exchange risk
If a Sub-Fund holds assets denominated in currencies other than its Reference Currency, it may be
affected by any fluctuation in interest rates between its Reference Currency and the other currencies
or by any change with respect to interest rate controls. If the currency in which a security is
denominated appreciates with respect to the Reference Currency of the Sub-Fund, the equivalent
value of the security in that Reference Currency will also appreciate. Conversely, a depreciation of
that same currency will lead to a depreciation of the equivalent value of the security. The currency
exposure is generally not hedged back to the Reference Currency. When a Sub-Fund conducts
transactions to hedge against foreign exchange risk, the full effectiveness of such transactions cannot
be guaranteed.
Liquidity risk
There is a risk that investments made in the Sub-Funds may become illiquid due to a market that is
too narrow (often reflected by a very wide bid-ask spread or other major price movements); or if
security issuer’s "rating" depreciates, or if the economic situation deteriorates; consequently these
investments might not be sold or bought fast enough to prevent or minimise losses in the Sub-Funds.
Finally, there is a risk that the securities traded in a narrow market segment, such as the small caps
market, are subject to great volatility in prices.
Volatility risk
Futures prices are highly volatile. Such prices are influenced by, amongst other things: government
trade, fiscal, monetary and exchange control programmes and policies; national and international
political and economic events; and changes in interest rates. In addition, governments from time to
time intervene, directly and by regulation, in the foreign exchange markets with the specific
intention of influencing exchange rates. The effect of such intervention is often heightened by a
group of governments acting in concert. The Sub-Funds may be exposed to adverse changes in its
Net Asset Value as a result of these factors.
Counterparty risk
When concluding over-the counter (OTC) contracts, the Company may be exposed to risks linked to
the solvency of its counterparties and to their capacity to respect contractual terms. The Company
may conclude futures contracts, options and swap contracts or even use other derivative techniques,
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each of which involve the risk that the counterparty will not honour its commitments with respect to
each contract.
Risk linked to derivative instruments
As part of the investment policy described in the respective Supplements of each Sub-Fund, the
Company may use financial derivative instruments. These products may be used for hedging
purposes, as well as be part of an investment strategy for optimisation of performance. The use of
financial derivative instruments may be limited by market conditions and applicable regulations and
may involve risks and expenses to which the Sub-Fund using such instruments would not otherwise
be exposed were it to refrain from using such instruments. The risks inherent in the use of options,
contracts in foreign currencies, swaps, futures contracts and options on such contracts include in
particular: (a) the fact that success depends on the accuracy of the analysis of the portfolio
management company(s) or sub-management company(s) with respect to changes in interest rates,
prices of transferable securities and/or money market instruments as well as currency markets and
any other underlying of the derivative instrument; (b) the existence of an imperfect correlation
between the price of the options, futures contracts and options on such futures and the movements of
the prices of transferable securities, money market instruments or hedged currencies; (c) the fact that
the skills needed to use these financial derivative instruments are different to the skills needed to
select securities for the portfolio; (d) the possibility of a non-liquid secondary market for a particular
financial derivative instrument at a given time; and (e) the risk that a Sub-Fund is unable to buy or to
sell a security in the portfolio in favourable times or to have to sell an asset in the portfolio in
unfavourable conditions.
When a Sub-Fund conducts a swap transaction, it is exposed to counterparty risk. The use of
financial derivative instruments involves, moreover, a risk linked to leverage. Leveraging is
obtained by investing a modest amount of capital to purchase financial derivative instruments with
respect to the direct cost of acquisition of the underlying assets. The more leverage there is, the more
important the variation in the price of the financial derivative instrument will be if the price of the
underlying asset changes (with respect to the subscription price determined in the conditions of the
financial derivative instrument). The potential benefit and risks linked to these instruments thus
increase in parallel to any increase of leverage. Finally, nothing guarantees that the objective
pursued will be reached using these financial derivative instruments.
Risk linked to securities lending operations
The main risk linked to the securities lending operations is that the securities borrower becomes
insolvent or is not able to return the securities lent and that simultaneously the value of collateral
received does not cover the replacement cost of the securities lent. In case of reinvestment of the
collateral, the value of the collateral can decrease to a level lower than the value of the securities lent
by the Company. The attention of the investors is also drawn on the fact that the company that lends
securities abandons the voting rights to the general meetings attached to the securities lent during the
whole lending period.
Taxation
Investors should note in particular that (i) the proceeds from the sale of securities in some markets or
the receipt of any dividends or other income may be or may become subject to tax, levies, duties or
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other fees or charges imposed by local authorities in that market including taxation levied by
withholding at source and/or (ii) the Sub-Fund's investments may be subject to specific taxes or
charges imposed by authorities in some markets. Tax law and practice in certain countries into
which a Sub-Fund invests or may invest in the future is not clearly established. It is possible
therefore that the current interpretation of the law or understanding of practice might change, or that
the law might be changed with retrospective effect. It is therefore possible that the Sub-Fund could
become subject to additional taxation in such countries that is not anticipated either at the date of
this Prospectus or when investments are made, valued or disposed of.
Risk linked to investments in UCI units
Investments made by the Company in UCI units (including investments by some Sub-Funds of the
Company in units of other Sub-Funds of the Company) expose the Company to the risks linked to
the financial instruments that these UCIs hold in their portfolio and that are described above. Some
risks are, however, intrinsic to the holding of UCI units by the Company. Some UCIs may leverage
their portfolio either by using derivative instruments or through borrowing. The use of leverage
increases the volatility of the UCI units and thus the risk of loss of capital. Most UCIs also plan for
the possibility of temporary suspension of redemptions under exceptional circumstances.
Investments made in UCI units are thus exposed to greater liquidity risk than investing directly in a
portfolio of transferable securities. On the other hand, investments made in UCI units provide the
Company with flexible and efficient access to different investment strategies from professional asset
Management Company as well as further portfolio diversification. A Sub-Fund that invests mainly
through UCIs ensures that its UCI portfolio has the appropriate level of liquidity that will allow the
Sub-Fund to meet its own redemption duties. Investment in UCI units may involve the doubling of
certain fees to the extent that, in addition to the fees already paid to the Sub-Fund in which an
investor has invested, that investor also has to pay a portion of the fees paid to the UCI in which the
Sub-Fund is invested. The Company offers investors a choice of portfolios that may have different
degrees of risk and thus, in principle, long-term returns in relation to the degree of risk accepted.
Investors will find the degree of risk of each Share Class offered by the Company in the KIID. There
shall be duplication of management fees and other operating fund-related expenses, each time the
Company invests in other UCIs and/or UCITS. The maximum proportion of management fees
charged both to the Company itself and to the UCIs and/or UCITS in which the Company invests
shall be disclosed in the annual report of the Company.
Management Company and Investment Manager risk
Each Sub-Fund is subject to the risk that the Management Company and or the Investment Manager
may do a poor job of selecting securities for investment.
Investment style risk
Funds are also subject to investment style risk, which is the chance that returns from the types of
stocks in which a Sub-Fund invests will trail returns from the overall stock market. Specific types of
stocks tend to go through cycles of doing better or worse than the stock market in general. These
periods have, in the past, lasted for as long as several years, and there can be no assurances that
appreciation will occur.
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Investment techniques risk
There are certain investment risks that apply in relation to techniques and instruments that the
Management Company or the Investment Manager may employ for efficient portfolio management
purposes including, but not limited to, the techniques set out below. To the extent that the
Management Company’s or the Investment Manager’s expectations in employing such techniques
and instruments are incorrect, a Sub-Fund may suffer a substantial loss having an adverse effect on
the Net Asset Value per Share.
Regulatory changes
Changes in securities regulations, tax laws, accounting standards, financing regulations or political
climate can affect the number of investment opportunities and the profitability of all or some of the
Sub-Funds. The levels and basis of, and relief from, taxation may change.
Possible adverse effect of large redemptions
The investment strategy of a Sub-Fund may be disrupted by a large number of redemptions of
Shares. As a result, the Sub-Fund may have to prematurely liquidate securities positions that have
not yet adequately matured.
Nomineeship
The legislative framework in some markets is only beginning to develop the concept of legal/formal
ownership and of beneficial ownership or interest in securities. Consequently the courts in such
markets may consider that any nominee or custodian as registered holder of securities would have
full ownership thereof and that a beneficial owner may have no rights whatsoever in respect thereof.
Potential conflicts of interest
The Management Company and/or the Investment Manager may effect transactions in which the
Management Company and/or the Investment Manager has, directly or indirectly, an interest which
may involve a potential conflict with the Management Company’s and/or Investment Manager’s
duty to the Company. Neither the Management Company nor the Investment Manager shall be liable
to account to the Company for any profit, commission or remuneration made or received from or by
reason of such transactions or any connected transactions nor will the Management Company’s
and/or Investment Manager’s fees, unless otherwise provided, be abated. Conflicts of interest may
also arise from the fact that the Management Company and the Investment Manager have different
roles, including as nominee of other investors and clients with interests that may conflict with the
interests of the Company and/or investors in a Sub-Fund.
Distributions
The Company depends on payments it receives from investments in order to make distributions to
Shareholders. The timing of and the ability of certain targets to make payments may be limited by
applicable law and regulations.
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9. THE COMPANY
The Company is an investment company organised under the laws of the Grand Duchy of
Luxembourg as a Société d'Investissement à Capital Variable (SICAV) and has been incorporated
on 24 February 2016 under the name Dasym SICAV for an unlimited period.
The registered office of the Company is at EBBC Centre, 6B route de Trèves, L-2633
Senningerberg, Grand Duchy of Luxembourg.
The Company's articles of incorporation have been published in the Mémorial, Recueil Spécial des
Sociétés et Associations (the "Mémorial") on 16 March 2016.
The Company is registered with the Trade and Companies Register of Luxembourg under reference
B 204.520.
The minimum capital of the Company is one million two hundred and fifty thousand euros
(€1,250,000.00) or the equivalent in another currency. The consolidation currency of the Company
is the EUR. The Reference Currency of each Sub-Fund is stated in the relevant Supplement. The
capital of the Company is represented by fully paid-up Shares of no par value.
The financial year of the Company commences on 1 January and ends on 31 December each year.
The first financial year will start at the Company’s launch and end on 31 December 2016. The
financial statements of the Company will be drawn up in accordance with applicable Luxembourg
legal and regulatory requirements.
The Company is open-ended which means that it may, at any time on the request of the
Shareholders, redeem its Shares at prices based on the applicable Net Asset Value per Share of the
relevant Sub-Fund. The Board of Directors may issue Shares in each Sub-Fund in accordance with
the Articles of Association.
A separate portfolio of assets is maintained for each Sub-Fund and is invested in accordance with
the investment objective applicable to the Sub-Fund. As a result, the Company is an "umbrella fund"
enabling investors and/or Shareholders to choose between one or more investment objectives by
investing in one or more Sub-Funds.
The Board of Directors may from time to time decide to create further Sub-Funds in which case this
Prospectus will be updated and amended so as to include detailed information on the new Sub-
Funds.
The Company is one single legal entity. Each Sub-Fund is liable for its own debts and other
liabilities. The specific features of each Sub-Fund are set out in the Supplement of the relevant Sub-
Fund.
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10. MANAGEMENT AND ADMINISTRATION
Board of Directors
The Board of Directors is responsible for the overall management and control of the Company.
The members of the Board of Directors will receive periodic reports from the Management
Company detailing the performance and analysing the investment portfolio of each Sub-Fund.
The members of the Board of Directors are:
F.J. Botman (CEO Dasym Managed Accounts B.V.)
M. van Veen (Sales and Business Development Officer, Dasym Managed Accounts B.V.)
S. Mosnier (Independent Director)
D. Austen (Compliance Officer, Dasym Managed Accounts B.V.)
Management Company
The Company has appointed Carne Global Fund Managers (Luxembourg) S.A. to serve as its
management company in accordance with the Law of 2010. The Management Company is
responsible, subject to the overall supervision of the Board of Directors, for the provision of
investment management and risk management services, administrative services and marketing
services to the Company.
The Management Company was established in Luxembourg on 17 September 2009. Its articles of
incorporation were published in the Mémorial on 4 November 2009. The articles of incorporation of
the Management Company have been amended for the last time by a notarial deed dated 11
December 2015 published in the Mémorial on 18 January 2016. The Management Company is
registered with the Luxembourg Trade and Companies’ Register under the number B148258. The
Management Company is subject to Chapter 15 of the Law of 2010 and its registered office is at
European Bank and Business Centre, 6B route de Trèves, L-2633 Senningerberg, Grand Duchy of
Luxembourg.
In addition to the Company, the Management Company also acts as management company for other
funds. The list of funds managed by the Management Company may be obtained from the
Management Company upon request.
In accordance with the Law of 2010 and with the prior consent of the Board of Directors, the
Management Company may delegate all or part of its duties and powers to any person or entity,
provided such duties and powers remain under the supervision and responsibility of the
Management Company. The Management Company has appointed (i) Dasym Managed Accounts
B.V. to carry out (a) investment management services and (b) distribution of the Company and (ii)
Northern Trust Global Services SE to carry out certain administrative functions in respect of the
Company. The Management Company’s main object is the management, the administration and
distribution in accordance with the Act on Financial Supervision of Undertakings for Collective
Investment in Transferable Securities (UCITs) authorised by the UCITS Directive.
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In its capacity as domiciliation agent, the Management Company is responsible for the receipt and
safekeeping of the correspondence of the Company, the provision of facilities and the convening and
holding of the meetings of Shareholders. The Management Company is also responsible for
providing an anti-money laundering risk officer (MLRO) to the Company.
The Management Company has been permitted by the Company and is entitled under the UCITS
Directive to delegate certain administrative, distribution and investment management functions to
specialised service providers. In that context, the Management Company may delegate certain
marketing functions to the Global Distributor.
Without prejudice to the aforementioned delegation of duties to third parties, the Management
Company remains entirely responsible for the supervision of the respective delegated duties.
The details of the up-to-date remuneration policy, including, but not limited to, a description of how
remuneration and benefits are calculated, the identity of persons responsible for awarding the
remuneration and benefits, including the composition of the remuneration committee, are available on
the website www.carnegroup.com, under the section "Policies and Procedures"
(http://www.carnegroup.com/policies-and-procedures/). A paper copy of the remuneration policy will
be made available free of charge upon request.
The remuneration policy is consistent with and promotes sound and effective risk management and
does not encourage risk taking which is inconsistent with the risk profiles and the articles of
incorporation of the Company.
The remuneration policy is in line with the business strategy, objectives, values and interests of the
Management Company and the UCITS funds which it manages and of the investors in such UCITS
funds and includes measures to avoid conflicts of interest.
The assessment of performance is set in a multi-year framework appropriate to the holding period
recommended to the investors of the UCITS funds managed by the Management Company in order to
ensure that the assessment process is based on the longer-term performance of the UCITS funds and
their investment risks and that the actual payment of performance based components of remuneration
is spread over the same period.
The Management Company has implemented a remuneration structure whereby the fixed and variable
components of total remuneration are appropriately balanced and the fixed component represents a
sufficiently high proportion of the total remuneration. As any variable remuneration portion is fully
discretionary, the Management Company retains full flexibility in the operation of the flexible
remuneration component as it has the possibility to award no variable pay. This means that any
variable remuneration is paid only if it is sustainable according to the financial situation of the
Management Company and the Carne group as a whole, and justified according to the performance of
the Management Company and the individual concerned. Where there is subdued or negative
performance of the Management Company, the award of any variable remuneration will take into
account the current total compensation of the individual. The variable remuneration is not paid
through vehicles or methods that facilitate the avoidance of the requirements of the applicable
legislation and regulatory requirements.
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Service providers
(a) Administrator, Registrar and Transfer Agent
The Management Company and the Company have appointed the Administrator as
Registrar and Transfer agent and administration agent. This appointment has been made
under an Administration Agreement dated 1 March 2016 and effective as of 24 February
2016. The duties of the Administrator include the duty to keep the register of registered
shares of the Company, if any, and to process subscriptions, redemptions, conversions and
withdrawals.
The Administrator is a credit institution authorised in Luxembourg under Chapter 1 of Part
1 of the Luxembourg law of 5 April 1993 on the financial sector, subject to the supervision
by the European Central Bank and the Luxembourg Commission de Surveillance du
Secteur Financier. The Administrator’s ultimate holding company is Northern Trust
Corporation, a company which is incorporated in the State of Delaware, United States of
America, with its headquarters at 50 South La Salle Street, Chicago, Illinois.
In its capacity as Administrator, the Administrator is responsible for the general
administrative functions required by law, is in charge of the calculation of the Net Asset
Value of each Sub-Fund and the maintenance of accounting records.
In its capacity as Registrar and Transfer agent, the Administrator is responsible for
processing the issue, redemption, conversion and transfer of Shares on behalf of the
Company, as well as for maintaining the register of shareholders.
(b) Depositary and Paying Agent
The Company has appointed the Depositary as depositary and paying agent. This
appointment has been made under a Depositary Agreement effective as of 18 March 2016.
The Depositary’s, registered office is located at 6, rue Lou Hemmer, L-1748
Senningerberg, Grand Duché de Luxembourg. The Depositary is registered with the CSSF
as a credit institution, authorised in Luxembourg according to the Luxembourg law of 5
April 1993 on the financial sector as amended from time to time.
The Depositary performs the following functions:
- the oversight duties (as defined in the UCTIS Directive);
- the monitoring of the cash flows of the Company (as set out in the UCTIS
Directive); and
- the safekeeping of the Company’s assets (as defined in the UCITS Directive).
Under the terms of the Depositary Agreement, the Depositary may delegate its safekeeping
obligations provided that (i) the services are not delegated with the intention of avoiding
the requirements of the UCITS Regulations, (ii) the Depositary can demonstrate that there
is an objective reason for the delegation and (iii) it has exercised all due, skill, care and
diligence in the selection and appointment of any third party to whom it wants to delegate
parts of the Services, and keeps exercising all due skill, care and diligence in the periodic
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review and ongoing monitoring of any third party to whom it has delegated parts of its
safekeeping services and of the arrangements of the third party in respect of the matters
delegated to it. The liability of the Depositary will not be affected by virtue of any such
delegation. The Depositary has delegated to sub-delegates, the identities of which may be
found on www.atlasmarketinteractive.com/GlobalMarketsandSubcustodiansListing,
responsibility for the safekeeping of the Company’s financial instruments and cash. A
complete and updated list of delegates may be obtained from the Depositary, upon request
and free of charge.
The Depositary Agreement provides that the Depositary shall be liable, (i) in respect of a
loss of a financial instrument held in its custody (or that of its duly appointed delegate)
unless it can prove that the loss has arisen as a result of an external event beyond the
Depositary’s reasonable control, the consequences of which would have been unavoidable
despite all reasonable measures to the contrary, and (ii) in respect of all other losses as a
result of the Depositary’s negligent or intentional failure to properly fulfil its obligations
pursuant to the UCITS Regulations.
Material Contracts
The Depositary Agreement is made between the Company, the Management Company and
the Depositary under which the Depositary has been appointed as depositary of the
Company’s assets subject to the overall supervision of the Directors. This agreement
provides that the appointment of the Depositary will continue unless and until terminated
by the Company or the Depositary giving to the other parties not less than 6 months
written notice although in certain circumstances the Agreement may be terminated
immediately by the Company or the Depositary. The appointment of the Depositary shall
continue in force until a replacement Depositary approved by the CSSF has been appointed
and if within a period of two (2) months from the date on which the Depositary Agreement
is terminated, no replacement Depositary shall have been appointed, the Company shall
apply to the CSSF for an order to wind up the Company. This Agreement contains certain
indemnities in favour of the Depositary (and each of its officers, employees and delegates)
which are restricted to exclude matters arising by reason of the negligent or intentional
failure of the Depositary in the performance of its duties.
The Depositary and its affiliate companies provide a variety of services to their clients
including those clients for whom the Depositary acts as depositary.
Accordingly, potential conflicts of interests may arise which must be appropriately
identified, managed and disclosed. In order to meet such regulatory requirements in
relation to such conflicts of interests, the Depositary has in place procedures which ensure
that it is acting in the best interests of the shareholders. A key element of ensuring the
Depositary acts in the best interests of investors is the operational and organisational
separation between the depositary function and the other services provided by the
Depositary or its affiliates.
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The Depositary has delegated custody services to either an affiliate company or third party
sub-custodians in certain eligible markets in which the Company may invest, the identities
of which may be found on:
www.atlasmarketinteractive.com/GlobalMarketsandSubcustodiansListing.
It is therefore possible that the Depositary (or any of its affiliates) and/or its sub-delegates
may in the course of its or their business be involved in other financial and professional
activities which may on occasion have potential conflicts of interest with those of the
Company and/or other entities for which the Depositary (or any of its affiliates) acts.
Notwithstanding whether an affiliate company or a third party sub-custodian has been
appointed, the Depositary has undertaken and shall undertake regular due diligence
reviews on such sub-custodians utilising identical standard questionnaires and checklists
allowing it to manage any conflicts of interests that may potentially arise.
The Depositary does not anticipate that there would be any specific conflicts of interest
arising as a result of any delegation to any of the sub-delegates listed on:
www.atlasmarketinteractive.com/GlobalMarketsandSubcustodiansListing.
If however a conflict of interests arises, the Depositary will have regard in such event to its
obligations under the Depositary Agreement and the UCITS Regulations and, in particular,
will use reasonable endeavours to ensure that the performance of its duties will not be
impaired by any such involvement it may have and that any conflicts which may arise will
be resolved fairly and in the best interests of the Shareholders collectively so far as
practicable, having regard to its obligations to other clients.
Where the arrangements under the conflicts of interests policies are not sufficient to
manage a particular conflict, the Depositary will inform the Company of the nature of the
conflict so the Company can choose whether to continue to do business with the
Depositary.
Any of the information disclosed with regard to the Depositary may be updated from time
to time and such up-to-date information is available to investors upon request in writing
from the Depositary.
(c) Investment Manager
The Board of Directors is responsible for the investment objectives and policies of each
Sub-Fund and for the investment management and administration of the Company.
Through the appointment of the Management Company, the Board of Directors has
delegated the portfolio management of each Sub-Fund to the Management Company.
With the prior approval of the Board of Directors, the Management Company has
appointed under its control and responsibility Dasym Managed Accounts B.V. as
Investment Manager of the Company and its Sub-Funds. The Company, the Management
Company and the Investment Manager have entered into an investment management
agreement dated 1 March 2016 and effective as of 24 February 2016.
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The agreement entered into between the Company, the Management Company and the
Investment Manager was entered into for an undetermined duration and may be terminated
at any time by either party upon three (3) months’ prior notice or unilaterally by the
Management Company if the Management Company determines this is in the interests of
the Shareholders in accordance with article 110 (1) g of the Law of 2010.
The Investment Manager provides the Management Company with reports in connection
with the management of the assets of the Sub-Funds and shall have discretion, on a day-to-
day basis and subject to the overall control and responsibility of the Management
Company and of the Board of Directors, to purchase and sell such liquid assets and other
securities and otherwise to manage the Sub-Funds' portfolios. Any management activities
of the Investment Manager shall be subject to compliance with the investment policy and
investment restrictions of the relevant Sub-Funds as set out in this Prospectus and
SCHEDULE 1 (Supplements of the Sub-Funds) as well as with any additional restrictions
and directions notified by the Management Company to the Investment Manager from
time to time.
(d) Global Distributor
The Management Company has appointed Dasym Managed Accounts B.V. as global
distributor of the Sub-Funds in relation to the promotion, distribution and sale of Shares
and has entered into a Distribution Agreement with the Global Distributor dated 1 March
2016 and effective as of 24 February 2016.
(e) Termination right
The Management Company will ensure that each agreement pursuant to which the
Depositary, Paying Agent, Administrator, Registrar and Transfer Agent, the Investment
Manager or the Global Distributor (or any sub-distributor) is appointed will permit the
Management Company to immediately terminate all contractual relations with such agents
when such immediate termination is required to enable the Management Company to act in
the best interests of the Shareholders of the Company.
(f) Fees and Expenses
Chapter 14 provides a summary of the fees charged to each Sub-Fund. These fees are paid
out of the assets of each Sub-Fund and include the fees payable to the Board of Directors,
the Management Company and the other service providers. For more information on each
fee, please refer to the Supplements for each Sub-Fund.
Conflicts of Interest
The Management Company maintains and applies, in accordance with the UCITS Directive,
effective and appropriate organisational and administrative arrangements able to identify, prevent,
manage and monitor conflicts of interest in order to prevent them from adversely affecting the
interests of each Sub-Fund and its Shareholders.
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The Management Company, any of its delegates such as the Investment Manager, investment sub-
advisors, service agents, paying agents, distributors and agents, the Depositary, the Administrator as
well as other counterparties may from time to time act in their relevant capacities in relation to or be
otherwise involved with other investment funds (UCITS or AIFs (alternative investment funds)) or
other clients. It is therefore possible that any of them may, in due course of their business, have
potential conflicts of interests with the Management Company, the Company, a Sub-Fund or any
Shareholder.
Each such party will at all times have regard in such event to its obligations under laws and
agreements to act in the best interest of the Company and the Shareholders when undertaking any
dealing or investments with other investment funds or other clients where conflicts of interest may
arise. In such events, each will endeavour to resolve such conflicts fairly.
Where the arrangements made by the Management Company to identify, prevent, manage and
monitor conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of
damage to some Shareholders of a Sub-Fund will be prevented, the general nature or sources of
conflicts of interest to these Shareholders shall be disclosed in this Prospectus or in any other
adequate way disclosed to the Shareholders and appropriate policies and procedures shall be
developed and implemented.
Risk Management Process
The Management Company will employ a risk management process for the Company which enables
it with the Investment Manager to monitor and measure at any time the risk of the positions and their
contribution to the overall risk profile of each Sub-Fund. The Company or the Management
Company will employ, if applicable, a process for accurate and independent assessment of the value
of any OTC derivative instruments.
The method used to calculate each Sub-Fund’s global exposure is disclosed in the Supplement in
relation to each Sub-Fund.
11. SHAREHOLDERS’ MEETINGS
Shareholders’ meetings shall be held annually in Luxembourg at the Company’s registered office or
at such other place as specified in the notice of meeting. The annual general meeting shall be held on
the third Thursday of the month of April each year at 11:00 CET. If such a day is not a Business
Day, the annual general meeting shall be held on the first following Business Day thereafter. Other
meetings of Shareholders may be held at such place and time as may be specified in the respective
notices of meetings. Shareholders will meet upon call by the Board of Directors, pursuant to notice
setting forth the agenda sent by mail at least eight (8) calendar days prior to the meeting to each
Shareholder at the Shareholder's address in the register of Shareholders. To the extent required by
applicable laws, notice shall, in addition, be published in the the Electronic Register of Companies
and Association (Recueil électronique des sociétés et associations), in a Luxembourg newspaper,
and in such other newspaper as the Board of Directors may decide. Such notices will indicate the
date and time of the meeting as well as the agenda, quorum requirements and the conditions of
admission.
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Resolutions concerning the interests of the Shareholders of the Company shall be passed at a general
meeting and resolutions concerning the particular rights of the Shareholders of one specific Sub-
Fund shall in addition be passed by that Sub-Fund’s general meeting.
An investor will only be able to fully exercise his Shareholder’s rights directly against the Company,
notably the right to participate in general shareholders’ meetings, if the Shareholder is registered
himself and in his own name in the shareholders’ register of the Company. In cases where a
Shareholder invests in Shares of the Company through an intermediary investing into such Shares in
his own name but on behalf of the Shareholder, it may not always be possible for the Shareholder to
exercise certain shareholder rights directly against the Company. Shareholders are advised to take
advice on their rights.
12. DISSOLUTION AND LIQUIDATION
Dissolution and liquidation of the Company
The Company may at any time be dissolved by a resolution of the general meeting of Shareholders
subject to the quorum and majority requirements applicable for amendments to the Articles of
Association.
Whenever the share capital falls below two-thirds (2/3) of the minimum capital indicated in Article
5 of the Articles of Association, the question of the dissolution of the Company shall be referred to a
general meeting of Shareholders by the Board of Directors for which no quorum shall be prescribed
and which shall decide by a simple majority of the shares represented at the meeting. The question
of the dissolution of the Company shall also be referred to a general meeting of Shareholders
whenever the share capital falls below one-fourth (1/4) of the minimum capital set by Article 5 of
the Articles of Association. In this event, the general meeting shall be held without any quorum
requirement and the dissolution may be decided by Shareholders holding one-fourth (1/4) of the
Shares represented at the meeting. The meeting must be convened so that it is held within a period
of forty (40) calendar days after ascertaining that the net assets have fallen below two-thirds (2/3) or
one-fourth (1/4) of the legal minimum.
Liquidation shall be carried out by one or several liquidators, who may be physical persons or legal
entities, duly approved by the Regulatory Authority and appointed by the general meeting of
Shareholders which shall determine their powers and their compensation.
The net proceeds of liquidation corresponding to each class of Shares in each Sub-Fund shall be
distributed by the liquidators to the holders of Shares of the relevant class in such Sub-Fund in
proportion to their holding of such Shares.
Should the Company be voluntarily or compulsorily liquidated, its liquidation will be carried out in
accordance with the provisions of applicable Luxembourg law, which specifies the steps to be taken
to enable Shareholders to participate in the distribution(s) of the liquidation proceeds and provides
for a deposit in escrow at the Caisse de Consignation at the time of the close of liquidation. Amounts
not claimed from escrow within the statute of limitation period shall be liable to be forfeited
according to Luxembourg laws and regulations.
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Dissolution and merger of Sub-Funds
In the event that for any reason the value of the net assets in any Sub-Fund has decreased to an
amount determined by the Board of Directors to be the minimum level for such Sub-Fund to be
operated in an economically efficient manner, or if a change in the economic or political situation
relating to the Sub-Fund concerned would have material adverse consequences on the investments
of that Sub-Fund or in order to proceed to an economic rationalisation, the Board of Directors may
decide to compulsorily redeem all the Shares issued in such Sub-Fund at the Net Asset Value per
Share (taking into account actual realisation prices of investments and realisation expenses),
calculated on the Valuation Day at which such decision shall take effect. The Company shall serve a
notice to the holders of the relevant Shares prior to the effective date for the compulsory redemption,
which will indicate the reasons for, and the procedure of the redemption operations. Registered
Shareholders shall be notified in writing. Unless it is otherwise decided in the interests of, or to keep
equal treatment between, the Shareholders, the Shareholders of the Sub-Fund concerned may
continue to request redemption or switching of their Shares free of charge (but taking into account
actual realisation prices of investments and realisation expenses) prior to the date effective for the
compulsory redemption.
Notwithstanding the powers conferred to the Board of Directors by the preceding paragraph, the
general meeting of Shareholders of any Sub-Fund may, upon a proposal from the Board of
Directors, redeem all the Shares of such Sub-Fund and refund to the Shareholders the Net Asset
Value of their Shares (taking into account actual realisation prices of investments and realisation
expenses) calculated on the Valuation Day at which such decision shall take effect. There shall be
no quorum requirements for such general meeting of Shareholders which shall decide by resolution
taken by simple majority of the Shares present or represented. Assets which may not be distributed
to their beneficiaries upon the closure of liquidation / compulsory redemption must be deposited
directly with the Caisse de Consignation on behalf of the persons entitled thereto. All redeemed
Shares shall be cancelled.
Merger with another Sub-Fund or another UCITS or fund/sub-fund of other UCITS
Subject to the conditions set out in the UCITS Directive and the Law of 2010, the Company and/or
any Sub-Fund may, either as a merging UCITS (Merging UCITS) or as a receiving UCITS
(Receiving UCITS), be subject to cross-border and domestic mergers.
Where the Company and/or any Sub-Fund is the Merging UCITS or the Receiving UCITS, the
merger is subject to prior authorisation by the Regulatory Authority. The Board of Directors of the
Company is competent to decide on the merger of any Sub-Fund or any Share Class with another
UCITS, a sub-fund of a UCITS or class of shares of a UCITS.
In case the Company would cease to exist following the merger the merger must be approved by a
general meeting of Shareholders deciding by simple majority of the votes cast by Shareholders
present or represented at the meeting, without any quorum requirements.
For any merger where the Company and/or any Sub-Fund ceases to exist, the effective date of the
merger will be decided by a meeting of the Shareholders of the Company and/or the relevant Sub-
Fund, respectively. There shall be no quorum requirements for this meeting of Shareholders to
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decide by resolution taken by simple majority of the Shares present or represented. The effective
date of the merger will be recorded by notarial deed.
Where a merger requires the approval of the Shareholders according to the provisions above, only
the approval of the Shareholders of the fund(s) concerned by the merger shall be required.
After the Regulatory Authority has authorised the proposed merger, each of the Merging UCITS and
the Receiving UCITS shall provide appropriate and accurate information on the proposed merger to
their respective Shareholders and/or investors. The information shall be provided at least thirty (30)
calendar days before the last date for requesting repurchase, redemption or switching.
The entry into effect of the merger shall be made public through all appropriate means by the
receiving UCITS and shall be notified to the Regulatory Authority.
13. TAXATION OF THE COMPANY AND ITS SHAREHOLDERS
The following summary is based on the law and practice currently in force in the Grand Duchy of
Luxembourg and is subject to changes therein. Prospective investors should be aware that levels and
bases of taxation are subject to change and that the value of any relief from taxation depends upon
the individual circumstances of the taxpayer.
TAXATION OF THE COMPANY IN LUXEMBOURG
European Union Savings Tax Considerations
The Council of the European Union has adopted Council Directive 2003/48/EC regarding the
taxation of savings income in the form of interest payments (the "Directive"). The Directive entered
into force on 1 July 2005.
The Directive provides that certain interest payments and investment fund distributions/redemptions
made by a paying agent (in the sense of the Directive) situated within a European Union Member
State within an associated or dependent territory or a third country (as defined in the Directive) to an
individual or certain entities (residual entities within the sense of the Directive) resident in another
Member State of the European Union or associated or dependent territory will either have to be
reported to the tax authorities of the country of establishment of the paying agent or will be subject
to a withholding tax depending on the location of the paying agent.
In this context, as from 1 January 2015, the Grand Duchy of Luxembourg applies the automatic
exchange of information on interest payments made by a paying agent established in Luxembourg to
individuals resident in another EU Member State. The withholding tax system is consequently
available only until 31 December 2014 in Luxembourg.
Common Reporting Standard (CRS)
The Organisation for Economic Co-operation and Development ("OECD") has developed a
common reporting standard ("CRS") to achieve a comprehensive and multilateral automatic
exchange of information (AEOI) on a global basis. On 9 December 2014, Council Directive
2014/107/EU amending Directive 2011/16/EU as regards mandatory automatic exchange of
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information in the field of taxation (the "Euro-CRS Directive") was adopted in order to implement
the CRS among the Member States. The Euro-CRS Directive was implemented into Luxembourg
law by the Law of 18 December 2015 on the automatic exchange of financial account information in
the field of taxation ("CRS Law"). The CRS Law requires Luxembourg financial institutions to
identify financial asset holders and establish if they are fiscally resident in countries with which
Luxembourg has a tax information sharing agreement.
Accordingly, the Company may require its Investors to provide information in relation to the
identity and fiscal residence of financial account holders (including certain entities and their
controlling persons) in order to ascertain their CRS status. Responding to CRS-related questions is
mandatory. The personal data obtained will be used for the purpose of the CRS Law or such other
purposes indicated by the Company in the data protection section of the Prospectus in compliance
with Luxembourg data protection law. Information regarding an Investor and his/her/its account will
be reported to the Luxembourg tax authorities (Administration des Contributions Directes), which
will thereafter automatically transfer this information to the competent foreign tax authorities on a
yearly basis, if such an account is deemed a CRS reportable account under the CRS Law.
Under the CRS Law, the first exchange of information will be applied by 30 September 2017 for
information related to the calendar year 2016. Under the Euro-CRS Directive, the first AEOI must
be applied by 30 September 2017 to the local tax authorities of the Member States for the data
relating to the calendar year 2016.
In addition, Luxembourg signed the OECD's multilateral competent authority agreement (the
"Multilateral Agreement") to exchange information automatically under the CRS. The Multilateral
Agreement aims to implement the CRS among non-Member States; it requires agreements on a
country-by-country basis.
Investors should consult their professional advisers on the possible tax and other consequences with
respect to the implementation of the CRS.
Taxe d’Abonnement
The Company is not liable to any Luxembourg tax on profits or income. The Company is, however,
liable in Luxembourg to a taxe d’abonnement of 0.05% per annum of its Net Asset Value, such tax
being payable quarterly on the basis of the value of the aggregate Net Asset Value of the Sub-Funds
at the end of the relevant calendar quarter. No such tax is payable on the value of assets which
consist of units or shares of other Luxembourg funds that have already been subject to such tax. No
stamp duty or other tax is payable in Luxembourg on the issue of Shares. No Luxembourg tax is
payable on the realized capital appreciation of the assets of the Company.
A reduced taxe d’abonnement rate of 0.01% per annum or an exemption of the taxe d’abonnement
will be applicable to certain Classes of Shares reserved to institutional investors pursuant to article
174 (2) c) of the UCI Law as well as to certain Sub-Funds investing exclusively in money market
instruments.
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Other taxes
No stamp duty or other tax is payable in Luxembourg on the issue of Shares.
No Luxembourg tax is payable on the realised or unrealised capital appreciation of the assets of the
Company.
Income received by the Company on its investments may be subject to non-recoverable withholding
taxes in the countries of origin.
TAXATION OF SHAREHOLDERS
Luxembourg
Shareholders are not subject to any capital gains, income, gift, estate, inheritance or other tax in
Luxembourg (except for Shareholders domiciled, resident or having a permanent establishment in
Luxembourg and except for certain former residents of Luxembourg or any Shareholder owning
more than 10% of the Shares in the Company).
General
Prospective investors should ascertain from their professional advisers the consequences for them of
acquiring, holding, redeeming, transferring, selling or converting Shares under the relevant laws of
the jurisdictions to which they are subject, including the tax consequences and any exchange control
requirements. These consequences (including the availability of, and the value of, tax reliefs to
Shareholders) will vary with the law and practice of a Shareholder’s country of citizenship,
residence, domicile or incorporation and with his personal circumstances, including with regard to
the applicability of FATCA and any other reporting and withholding regime to their investments in
the Company.
The above mentioned information is not and should not be interpreted as being a legal or tax
advice. The Company recommends that potential investors seek information, and if necessary,
advice about the laws and regulations which are applicable to them in relation with the
subscription.
US taxation considerations
FATCA provisions generally impose the reporting to the U.S. Internal Revenue Service of a U.S.
persons’ direct and indirect ownership of non-U.S. accounts and non-U.S. entities.
Failure to provide the requested information will lead to a 30% withholding tax applying to certain
U.S. source income (including dividends and interest) and gross proceeds from the sale or other
disposal of property that can produce U.S. source interest or dividends.
The basic terms of FATCA currently appear to include the Company as a "Foreign Financial
Institution" ("FFI"), such that in order to comply, the Company may require all Shareholders of the
Company to provide documentary evidence of their tax residence and all other information deemed
necessary to comply with the above mentioned legislation.
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Despite anything else herein contained and as far as permitted by Luxembourg laws, the Company
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 Company;
require any Shareholder or beneficial owner of the Shares to promptly furnish such personal
data as may be required by the Company 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
Company holds sufficient information to enable it to determine the correct amount to be
withheld.
In addition, the Company hereby confirms that it will become a participating FFI, as laid down in
the FATCA rules, and that it will register and certify compliance with FATCA and obtain a Global
Intermediary Identification Number ("GIIN").
14. FEES AND EXPENSES
Establishment Expenses
Expenses incurred in connection with the incorporation of the Company and the creation of the
initial Sub-Funds, including those incurred in the preparation and publication of the first Prospectus,
as well as the regulatory fees, legal and tax advice, taxes, duties and any other publication expenses,
amounted to approximately EUR 50,000. These expenses will be borne by the initial Sub-Funds and
will be amortised over a maximum period of five (5) years. Expenses incurred in connection with
the creation of any additional Sub-Fund shall be borne by the relevant Sub-Fund and will be written
off over a period of five (5) years. Hence, the additional Sub-Funds shall not bear a pro rata portion
of the costs and expenses incurred in connection with the creation of the Company and the initial
issue of Shares, which have not already been written off at the time of the creation of the new Sub-
Funds.
The current fees of the service providers to the Company are set out or are referred to below.
Management Company Fee
The Management Company will receive from the Company out of the assets of the Company a
management company fee together with its reasonable out of pocket expenses for the provision of its
services. The management company fee, which is expressed as a percentage of the Net Asset Value,
is specified in the relevant Supplement.
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Investment Management Fee
Unless otherwise stated in the relevant Supplement, in respect of each Share Class, the Investment
Manager will be entitled to receive out of the assets of the Company an investment management fee
equal to the rate set out in the relevant Supplement per annum of the Net Asset Value of the Shares
of the relevant Share Class.
The Investment Manager may from time to time, and at its sole discretion, and out of its own
resources decide to waive or return all or a portion of the investment management fees with respect
to management affiliates or other designated investors.
The Investment Manager may from time to time, and in its sole discretion, and out of its own
resources decide to rebate to some or all Shareholders (including the directors), their agents or to
intermediaries, part or all of the investment management fee.
Subject to applicable law and regulations, the Investment Manager, at its discretion, may on a
negotiated basis, enter into private arrangements with a distributor under which the Investment
Manager makes payments to or for the benefit of such distributor which represent a rebate of all or
part of the fees paid by the Company to the Investment Manager. In addition, the Investment
Manager or a distributor at their discretion, subject to applicable law and regulations, may on a
negotiated basis enter into private arrangements with a holder or prospective holder of Shares under
which the Investment Manager or distributor are entitled to make payments to the holders of Shares
of part of all of such fees. Consequently, the effective net fees payable by a holder of Shares who is
entitled to receive a rebate under the arrangements described above may be lower than the fees
payable by a holder of Shares who does not participate in such arrangements. Such arrangements
reflect terms privately agreed between parties other than the Company, and for the avoidance of
doubt, the Company cannot, and is under no duty to, enforce equality of treatment between
Shareholders by other entities.
The Investment Manager shall also be entitled to be repaid all of its disbursements out of the assets
of the Company, including legal fees, couriers’ fees and telecommunication costs and expenses
which shall be at normal commercial rates together with value added tax, if any, thereon.
Performance Fee
The Investment Manager may also be entitled to receive a performance fee from the Company
payable out of the assets of the Company, the details of which are set out in the relevant Supplement
for each Sub-Fund.
Distribution Fee
The Global Distributor may be entitled to receive a distribution fee from the Company, the details of
which are set out in the relevant Supplement for each Sub-Fund.
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Depositary’s and Paying Agency’s Fees
The Company shall pay to the Depositary an annual fee out of the assets of the Company in
consideration for its services as set out in the relevant Sub-Fund specifics in the relevant
Supplement.
Administrator’s Fees
The Company shall pay an annual fee to the Administrator out of the assets of the Company in
consideration for its services as set out in the relevant Sub-Fund specifics in the relevant
Supplement.
Directors' Fees
The Company shall pay to Mrs Sophie Mosnier an annual fee to be determined from time to time by
the Board of Directors, which is published in the corresponding annual/semi-annual report.
Neither Mr. F.J. Botman nor Mr M.C. van Veen nor Mr. D. Austen shall receive a fee for acting as
Director.
The Directors may also be reimbursed, inter alia, for travelling, hotel and other expenses properly
incurred by them in attending meetings of the Board of Directors or in connection with the business
of the Company.
Operational Expenses
The Company will also pay out of the assets of each Sub-Fund any fees, expenses duties and charges
connected with the establishment, management and operation of the Company, each Sub-Fund and
Share Class, as applicable, including, but not limited to:
the initial establishment and offering expenses (including the lump sum capital levy, legal
and accounting fees) of any Sub-Fund launched;
fees and expenses of the tax, legal and other professional advisors of the Company;
company secretarial fees;
brokerage or other expenses of acquiring and disposing of investments, as well as
investment research cost;
audit fees (including in connection with the preparation of the Company’s tax returns),
professional advisers, the ongoing costs of registrations of the Company and its Sub-Funds
with any regulatory authority in Luxembourg, the costs and expenses of any rating agency,
the costs and expenses of listing and maintaining a listing of the Shares on any Stock
Exchange, fees payable to an index sponsor;
fees and expenses in connection with the distribution of Shares and costs of registration and
maintaining registration of the Company in jurisdictions outside Luxembourg;
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any costs incurred as a result of periodic updates of the Prospectus and KIDs, or of a change
in law or as the result of any new law (including any costs incurred as a result of compliance
with any applicable code, whether or not having the force of law);
any cost in preparing and modifying the Articles of Association;
all communication expenses with respect to investor services and all expenses of meetings
of Shareholders and of preparing, printing and distributing financial and other reports, proxy
forms, prospectuses and similar documents;
the fees, costs and expenses incurred in connection with preparing or submitting any report,
filing or application required by any self-regulatory organization, regulator or governmental
entity of any competent jurisdiction;
all taxes, duties, governmental and similar charges;
interest on borrowings and charges incurred in effecting or terminating such borrowings or
in negotiating or varying the terms of such borrowings;
liabilities on amalgamation or reconstruction including certain liabilities arising after
transfer or property to Sub-Funds in consideration for the issue of Shares;
the fees and expenses of the Directors (in accordance with the Articles of Association),
including the reasonable travel expenses of the Directors and all of the costs of directors’
and officers’ liability insurance for the benefit of the Directors (if any);
any necessary translation fees;
the fees and expenses of any regulator, paying agent, representative, distributor or
correspondent bank appointed in connection with the registration of the Company (or any
Sub-Fund) or the marketing of Shares or the application for and maintenance of particular
tax treatment for the Shares in any jurisdiction; and
any indemnity to be paid by the Management Company to the Investment Manager to cover
claims from third parties.
The above expenses shall be charged as between each Sub-Fund and Share Class thereof on such
terms and in such manner as the Board of Directors deems fair and equitable.
All fees and expenses, duties and charges will be charged to the Sub-Fund (and Share Class thereof,
if appropriate) in respect of which they were incurred or, where an expense is not considered by the
Board of Directors to be attributable to any one Sub-Fund (or Share Class thereof), the expense will
normally be allocated to Share Classes of all Sub-Funds pro rata to the Net Asset Value of the
relevant Sub-Funds. Expenses of the Company which are directly attributable to a specific Share
Class are charged against the income available for distribution to the holders of such Shares or to the
capital of the Sub-Fund, where applicable. In the case of any fees or expenses of a regular or
recurring nature, such as audit fees, the Board of Directors may calculate such fees and expenses on
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an estimated figure for yearly or other periods in advance and accrue the same in equal proportions
over any period.
Value added tax (if any) on fees payable by the Company will be borne by the Company in addition
to the fees.
Specific details on fees and expenses can be found in the Supplement of each Sub-Fund.
15. INFORMATION TO SHAREHOLDERS
The Company will issue and make available each year an audited annual report regarding the
activities of the Company and its Sub-Funds and a half-yearly report. Copies of these documents
may be obtained during usual business hours on any Business Day in Luxembourg at the registered
office of the Company.
The Company will make public the subscription price, redemption price and conversion price.
Copies of the following documents may be obtained free of charge during usual business hours on
any Business Day in Luxembourg at the registered office of the Company:
the Articles of Association,
the Prospectus, including the Supplements,
the KIID documents of the Company,
the latest reports and accounts,
procedures on complaints handling, and
the information required to be made available pursuant to applicable Luxembourg law.
A copy of the agreements with the Management Company, the Investment Manager, the Depositary
Agreement as well as the Administration Agreement and the agreement with the Global Distributor
are available free of charge at the Company’s registered office.
Certain documents and information are also published on www.dasym.com.
Financial year end
The accounting year of the Company commences on 1 January of a year and terminates on 31
December of that year. The first financial year started at the Company’s launch and ended on 31
December 2016.
The first annual report was published as at 31 December 2016. The first semi-annual report was
published as at 30 June 2017.
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Annual and half-yearly reports
The Company publishes annually a detailed audited report on its activities and on the management
of its assets; such report shall include, inter alia, the combined accounts relating to all the Sub-
Funds, a detailed description of the assets of each Sub-Fund and a report from the auditor of the
Company. The Company shall further publish semi-annual unaudited reports, including, inter alia, a
description of the investments underlying the portfolio of each Sub-Fund and the number of Shares
issued and redeemed since the last publication. The aforementioned documents will be available
within four (4) months for the annual reports and two (2) months for the semi-annual reports of the
date thereof and copies may be obtained free of charge by any Person at the registered office of the
Company.
The combined accounts of the Company shall be maintained in EUR being the consolidation
currency of the Company. The financial statements relating to the various separate Sub-Funds shall
be expressed in the relevant currency for the Sub-Funds.
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SCHEDULE 1 (SUPPLEMENTS OF THE SUB-FUNDS)
The information contained in "the investor profile" section for each Sub-Fund in a Supplement in
SCHEDULE 1 (Supplements of the Sub-Funds) is provided for reference only. Before making any
investment decisions, investors should consider their own specific circumstances, including, without
limitation, their own risk tolerance level, financial circumstances and investment objectives. If you
are in any doubt about this information, you should consult your stockbroker, bank, investment
advisor, solicitor, accountant or other financial adviser.
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SCHEDULE 1.A (DASYM GLOBAL OPPORTUNITIES FUND)
Reference Currency
EURO
Investment Objective
The main objective of the Sub-Fund is to give Shareholders access to international financial markets whilst
aiming at high performance and acting in accordance with the principle of risk spreading.
Benchmark Index
The Sub-Fund’s target is to outperform the MSCI World TR Index (Bloomberg ticker NDEEWNR Index).
Primary Investment Strategies
The Sub-Fund’s investment strategy focuses on changing consumer behaviour and is based on the
philosophy that the reallocation of disposable income by consumers is the most important driver for stock
price performance. The Sub-Fund invests globally and does not target a specific financial market nor a
specific geographical region.
The Sub-Fund aims to invest in a concentrated portfolio of listed long only equities and does not intend to
use short selling, leverage or structured products.
The Sub-Fund may be invested directly in the targeted asset class or through ‘Global Depository Receipts’
(GDR) or ‘American Depository Receipts’ (ADR) listed on an official stock exchange or dealt in on another
Regulated Market. Such investments in ADR and GDR will at any time comply with the provision of the
Law of 2010 (and more particularly its article 41) and the CSSF circulars.
Investment Horizon
More than five (5) years.
Risk Management Method
Commitment Approach
In accordance with the Law of 2010 and the applicable regulations, in particular CSSF Circular 11/512, the
Company uses a risk-management process which enables it to assess the exposure of the Company to
market, liquidity and counterparty risks, and to all other risks, including operational risks, which are material
for the Company.
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Profile of a Typical Investor
Investors seeking long-term growth of capital
Investors seeking diversification across global markets
Investors with a long-term investment horizon (at least five years)
Primary Risks
Market risk
Risk linked to equity markets
Investment style risk
Risk of concentration
Sub-Fund risk
Country risk
Foreign exchange risk
Management Company and Investment Manager risk
For more information on these and other risks see the Risk Considerations in Chapter 0 of this Prospectus.
Management Company
Carne Global Fund Managers (Luxembourg) S.A., Luxembourg, subject to supervision of the CSSF.
Investment Manager
Dasym Managed Accounts B.V., Naarden, subject to supervision of the Dutch Authority for the Financial
Markets (AFM).
Subscription fee
N/A
Redemption Fee
N/A
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Conversion Fee
N/A
Available Share Classes
RE EUR
AE EUR
AU USD
BE EUR
BU USD
EE EUR
B2 EUR
Characteristics of Share Classes available
At the time of issue of this Prospectus, Shares are offered for this Sub-Fund in the following Share Classes.
Share
Class
Base
Currency
Available to
investors
Distribution
policy
Share Class
Launch
Price
Minimum initial
subscription
Minimum
subsequent
subscription
amount
RE EUR All investors Capitalisation EUR 1,000 EUR 125,000 N/A
AE EUR Institutional Capitalisation EUR 1,000 EUR 125,000 N/A
AU USD Institutional Capitalisation USD 1,000 USD 125,000 N/A
BE EUR Institutional Capitalisation EUR 1,000 EUR 1,000,000 N/A
BU USD Institutional Capitalisation USD 1,000 USD 1,000,000 N/A
EE* EUR Employees of the
Investment
Manager and its
group companies *
Capitalisation EUR 1,000 N/A N/A
B2 EUR Institutional Capitalisation EUR 1,000 EUR 100,000,000 N/A
*EE Shares will not bear management fees.
Capitalisation Shares give their holder no right to receive a dividend. The portion payable to the Shareholder
of the amount to be distributed is capitalised in the Sub-Fund to which those Capitalisation Shares relate.
The Company may, at its sole discretion, decide, for all subscription orders received for a particular
Valuation Day, to accept these subscription requests without applying the minimum initial subscription
amount.
Management Company Services Fee to Management Company
Indicative fee of 0.07% p.a., payable quarterly on average Net Asset Value of the Sub-Fund with a minimum
of EUR 2,300 per Sub-Fund per month.
The fee may vary according to changes in the Net Asset Value of the Sub-Fund.
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Management Fee to Investment Manager
The investment management fee varies depending on the applicable Share Class.
Class RE, AE, AU and B2 Shares
1.00% p.a., payable monthly on average Net Asset Value of the Sub-Fund during the relevant month.
Class BE and BU Shares
0.85% p.a., payable monthly on average Net Asset Value of the Sub-Fund during the relevant month.
Class EE Shares – No management fee
Performance Fee
As from 1 November 2018, the Investment Manager is also entitled for Share Classes RE, AE, AU, BU and
BE to a performance fee which is determined as follows.
(1) If for a financial year, the performance of the Sub-Fund exceeds the performance of the MSCI
World TR index converted into the relevant currency of the relevant Share Class (the
"Benchmark"), a performance fee of 15% of the achieved over-performance will be determined
according to the conditions mentioned in the 2nd and 3rd paragraph hereafter.
(2) The performance fee is due only if:
(ii) the annual increase of the Sub-Fund exceeds the performance of the Benchmark; and
(iii) the annual performance of the Sub-Fund is positive,
provided that in case of a negative performance of the Benchmark, and a positive performance of the
Sub-Fund, the performance fee is calculated on the positive performance of the Sub-Fund, without
considering the negative Benchmark performance. Any underperformance of the Sub-Fund versus
the Benchmark is not carried forward from one financial year to the next. Each period is reset and
looked at in isolation.
(3) The performance of the Sub-Fund is defined as the difference between the Net Asset Value (prior to
performance fee accrual) at the end of the financial year of a given year ("End of Year Net Asset
Value") and the Net Asset Value at the end of the preceding financial year or the commencement of
the performance fee methodology whichever is sooner in the given year ("Initial Net Asset Value"),
paid out distributions included and net of performance fee, expressed in %, (the "Performance").
The Initial Net Asset Value is increased on each Dealing Day by the value of any subscriptions or
decreased by the value of any redemptions which have taken place since the preceding financial year
or the commencement of the performance fee methodology whichever is sooner in the given year.
(4) On each Valuation Day, the performance fee is calculated and accrued based on the Net Asset Value
(prior to performance fee accrual).
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(5) In the event that a Class suffers a redemption of Shares on a Valuation Day within a financial year,
the Investment Manager shall be entitled to receive the performance fee of the relevant Class
accrued in respect of such redemption. Any such entitlement to performance fees in respect of
redemptions of Shares will not be repayable although such entitlement will be taken into account in
calculating the performance fee entitlement, if any, in respect of the financial year as a whole.
(6) Performance fees are calculated daily by the Administrator. The performance fee is payable annually
in the month following the end of the financial year.
Charges of the Depositary
The Depositary fee calculated in accordance with the agreed schedule shall not exceed 0.01% p.a. of the Net
Asset Value of the Company. Notwithstanding the Depositary fee, the Depositary may receive separate
banking fee for transaction of the Sub-Fund.
Charges of Administrator and Registrar and Transfer Agent
The Administrator fee calculated in accordance with the agreed schedule shall not exceed 0.06% p.a. of the
Net Asset Value of the Sub-Fund and may be subject to a minimum annual fee in accordance with the
agreed schedule. These fees may be increased from time to time to reflect current market practice if agreed
between the Management Company and the Administrator. Further additional transaction and maintenance
fees may be levied by the Administrator.
Charges of Global Distributor
N/A
Other Fees and Expenses
All other operating costs, fees and expenses, duties and charges shall be borne by the Sub-Fund. See also
Chapter 14 and the KIID.
Minimum Initial Subscription
Classes RE, AE and AU 125.000
Classes BE and BU 1.000.000
Class EE N/A
Class B2 100.000.000
The Company may, at its sole discretion, decide, for all subscription orders received for a particular
Valuation Day, to accept these subscription requests without applying the minimum subscription amount.
Valuation Day
Every Business Day in Luxembourg.
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Publication of Net Asset Value
The Net Asset Value is available at the registered office of the Company.
Listing
The Shares of the Sub-Fund are not listed.
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Contact for subscriptions, redemptions, conversions and transfers
Northern Trust Global Services SE
6, rue Lou Hemmer, L-1748 Senningerberg
Grand Duchy of Luxembourg
Telephone: +352 276 222 273
Facsimile - Dealing: +352 276 222 370
Email: [email protected]
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SCHEDULE 2 (DETERMINATION OF NET ASSET VALUE)
Calculating net asset value
The Net Asset Value per Share of each Class shall be determined daily in the currency of that class of Shares
on each Valuation Day as defined in the Supplement.
The Net Asset Value per Share of each Share Class in a Sub-Fund shall be calculated as at any such
Valuation Day by dividing the net assets of the Company attributable to such class in any Sub-Fund (being
the value of the portion of assets less the portion of liabilities attributable to that class on that Valuation
Day) by the total number of Shares in the relevant class then on issue.
The Net Asset Value as of each relevant Valuation Day will be available on the first Business Day following
the relevant Valuation Day.
The Net Asset Value per Share may be rounded up or down to the fourth decimal place.
Calculating assets and liabilities
The value of the underlying investments of each Share Class will be determined as follows:
(a) the value of any cash on hand or on deposit, bills and demand notes payable and accounts
receivable, prepaid expenses, cash dividends and interest declared or accrued and not yet
received is deemed to be the full amount, unless it is unlikely to be paid or received in full,
in which case the value is arrived at after making such discount as may be considered
appropriate to reflect the true value,
(b) the value of assets which are listed or dealt in on any stock exchange is based on the
official settlement price or the last available price on the stock exchange which is normally
the principal market for such assets,
(c) the value of assets dealt in on any other Regulated Market (within the meaning of
Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on
markets in financial instruments) is based on the last available price,
(d) in the event that any assets are not listed or dealt in on any stock exchange or on any other
Regulated Market, or if, with respect to assets listed or dealt in on any stock exchange or
other Regulated Market, the price as determined pursuant to sub-paragraph (b) or (c) is not
representative of the fair market value of the relevant assets, the value of such assets will
be based on the reasonably foreseeable sales price determined prudently and in good faith,
(e) the liquidating value of options contracts not traded on exchanges or on other Regulated
Markets shall mean their net liquidating value determined, pursuant to the policies
established by the Board of Directors, on a basis consistently applied for each different
variety of contracts. The liquidating value of futures, forward or options contracts traded
on exchanges or on other Regulated Markets shall be based upon the last available
settlement prices of these contracts on exchanges and Regulated Markets on which the
particular futures, forward or options contracts are traded by the relevant Sub-Fund;
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provided that if a futures, forward 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 of Directors may deem
fair and reasonable,
(f) the value of Money Market Instruments not listed or dealt in on any stock exchange or any
other Regulated Market and with remaining maturity of less than twelve (12) months and
of more than ninety (90) calendar days is deemed to be the nominal value, increased by
any interest accrued. Money Market Instruments with a remaining maturity of ninety (90)
calendar days or less will be valued by the amortised cost method, which approximates
market value,
(g) the value of swaps is calculated by the calculation agent of the swap transactions,
according to a method based on market value, recognised by the Board of Directors and
verified by the Company’s auditor,
(h) interest rate swaps will be valued at their market value established by reference to the
applicable interest rate curve,
(i) units or shares of open-ended UCIs will be valued at their last determined and available net
asset value or, if such price is not representative of the fair market value of such assets,
then the price shall be determined by the Board of Directors on a fair and equitable basis.
Units or shares of closed-ended UCIs will be valued at their last available stock market
value, and
(j) all other securities and other assets will be valued at fair market value, as determined in
good faith pursuant to procedures established by the Board of Directors or a committee
appointed for that purpose by the Board of Directors.
The liabilities of each Share Class include:
(a) all loans, bills and accounts payable,
(b) all accrued or payable administrative expenses, including but not limited to management,
advisory, and depositary, paying and domiciliation agent fees,
(c) all known liabilities, present and future, including all matured contractual obligations for
payments of money or property,
(d) an appropriate provision for income and deferred taxes based on capital and income to the
Valuation Day, as determined from time to time by the Board of Directors, and other
reserves, if any, authorised and approved by the Board of Directors, and
(e) all other liabilities of the Company of whatsoever kind and nature except liabilities
represented by Shares in the Company.
Effect must be given as at any Valuation Day to any purchases or sales of securities contracted for by the
Company on that Valuation Day, to the extent practicable.
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If any of the valuation principles do not reflect the valuation method commonly used in specific markets or
if any such valuation principles do not seem accurate for the purpose of determining the value of the
Company's assets, the Board of Directors may fix different valuation principles in good faith and in
accordance with generally accepted valuation principles and procedures.
The net proceeds from the issue of Shares in the relevant Sub-Fund are invested in the specific portfolio of
assets constituting the Sub-Fund. The Board of Directors shall maintain for each Sub-Fund a separate
portfolio of assets. As between Shareholders, each portfolio of assets shall be invested for the exclusive
benefit of the Sub-Fund.
Each Sub-Fund shall only be responsible for the liabilities which are attributable to that Sub-Fund.
The value of all assets and liabilities not expressed in the currency of a class or Sub-Fund will be converted
into the currency of such class of Shares or Sub-Fund at the rate of exchange ruling on the relevant
Valuation Day. If quotations are not available, the rate of exchange will be determined in good faith by or
under procedures established by the Board of Directors.
Temporary suspension of the calculation of net asset value
In each Sub-Fund, the Company may temporarily suspend the calculation of the Net Asset Value per Share
and the issue, redemption and conversion of Shares during:
(a) periods of strong volatility of the market or markets on which a specific Sub-Fund invests
or during any period when any of the principal stock exchanges or other markets on which
a substantial portion of the investments of the Company attributable to the Sub-Fund from
time to time is quoted or dealt in is closed otherwise than for ordinary holidays, or during
which dealings are restricted or suspended, provided that such restriction or suspension
affects the valuation of the investments of the Company attributable to the Sub-Fund,
(b) the existence of any state of affairs which constitutes an emergency in the opinion of the
Board of Directors as a result of which disposal or valuation of assets owned by the
Company attributable to the Sub-Fund would be impracticable,
(c) any breakdown in the means of communication normally employed in determining the
price or value of any of the investments of the Sub-Fund or the current price or value on
any stock exchange or other market in respect of the assets attributable to the Sub-Fund,
(d) any period when the Company is unable to repatriate funds for the purpose of making
payments on the redemption of Shares of the Sub-Fund or during which any transfer of
funds involved in the realisation or acquisition of investments or payments due on
redemption of Shares cannot, in the opinion of the Board of Directors, be effected at
normal rates of exchange,
(e) a period when for any other reason the prices of any investments owned by the Company
attributable to the Sub-Fund cannot be ascertained promptly or accurately,
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(f) the period commencing upon the publication of a notice convening a general meeting of
Shareholders for the purpose of resolving to wind-up the Company or the Sub-Fund,
(g) any period when the market of a currency in which a substantial portion of the assets of the
Company attributable to the Sub-Fund is denominated is closed other than for ordinary
holidays, or during which dealings are suspended or restricted, and
(h) any period when political, economic, military, monetary or fiscal circumstances which are
beyond the control and responsibility of the Company prevent the Company from
disposing of the assets attributable to the Sub-Fund, or determining the net asset value of
the Sub-Fund in a normal and reasonable manner.
Notice of the beginning and of the end of any period of suspension shall be given by the Company to all the
Shareholders concerned by way of publication and may be sent to Shareholders affected, such as those
having made a request for subscription, redemption or conversion of Shares for which the calculation of the
net asset value has been suspended.
Any request for subscription, redemption or conversion of Shares is irrevocable except in case of suspension
of the calculation of the Net Asset Value per Share in the relevant Sub-Fund, in which case Shareholders
may give notice that they wish to withdraw their request. If no such notice is received by the Company, the
subscription will be dealt with on the first Valuation Day following the end of the period of suspension.
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SCHEDULE 3 (INVESTMENT POWERS AND RESTRICTIONS)
The Board of Directors of the Company has adopted the following restrictions relating to the investment of
the Company’s assets and its activities. Except to the extent that more restrictive rules are provided for in
connection with a specific Sub-Fund, the investment policy of each Sub-Fund shall comply with the rules
and restrictions laid down in the UCITS Directive and in particular the ones set out in this Prospectus.
Member states of the European Economic Area are considered EU member states for the purposes of the
eligible investments and investment restrictions.
(1) Investment in transferable securities and liquid assets
A. The Company will invest in:
(i) transferable securities and Money Market Instruments admitted to or dealt in on a
Regulated Market (Regulated Market) is a regulated market within the meaning of
Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on
markets in financial instruments, and/or
(ii) transferable securities and Money Market Instruments dealt in on another market which is
regulated, operates regularly and is recognised and open to the public (Other Market) in
the EU, and/or
(iii) transferable securities and Money Market Instruments admitted to an official listing on a
stock exchange in a non-member state or a Regulated Market in a non-member state of the
EU which is regulated, operates regularly and is recognised and open to the public,
provided that the choice of the stock exchange or the market being located within any
European, American, Asian, African, Australasian or Oceania country (an Eligible State)
or dealt in on an Other Market outside of the EU in an Eligible State, and/or
(iv) recently issued transferable securities and Money Market Instruments, provided that the
terms of issue include an undertaking that application will be made for admission to
official listing on an exchange or market as set out under (i) to (iii) above and such
admission is achieved within one year of the issue, and/or
(v) units or shares of UCITS and/or of other UCI within the meaning of Article 1 paragraph
(2) points a) and b) of Directive 2009/65/EC, whether situated in an EU member state or
not, provided that:
- such other UCIs have been authorised under laws which provide that they are
subject to supervision considered by the CSSF to be equivalent to that laid down in
EU Law, and that cooperation between authorities is sufficiently ensured,
- the level of protection for unitholders in such other UCIs is equivalent to that
provided for unitholders in a UCITS, and in particular that the rules on assets
segregation, borrowing, lending, and uncovered sales of transferable securities and
Money Market Instruments are equivalent to the requirements of directive
2009/65/EC,
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- the business of such other UCIs is reported in half-yearly and annual reports to
enable an assessment of the assets and liabilities, income and operations over the
reporting period,
- no more than 10% of the assets of the UCITS or of the other UCIs, whose
acquisition is contemplated, can, according to their constitutional documents, in
aggregate be invested in units or shares of other UCITS or other UCIs, and/or
(vi) deposits with credit institutions which are repayable on demand or have the right to be
withdrawn, and maturing in no more than 12 months, provided that the credit institution
has its registered office in a country which is an EU member state or, if the registered
office of the credit institution is situated in a non-EU member state, provided that it is
subject to prudential rules considered by the CSSF as equivalent to those laid down in EU
Law, and/or
(vii) financial derivative instruments, including equivalent cash-settled instruments, dealt in on
a Regulated Market or Other Market and/or financial derivative instruments dealt in over-
the- counter (OTC derivatives), provided that:
- the underlying consists of instruments covered by this section 1(A), financial
indices, interest rates, foreign exchange rates or currencies, in which the Sub-
Funds may invest according to their investment objectives,
- the counterparties to OTC derivative transactions are institutions subject to
prudential supervision, and belonging to the categories approved by the CSSF, and
- the OTC derivatives are subject to reliable and verifiable valuation on a daily basis
and can be sold, liquidated or closed by an offsetting transaction at any time at
their fair value at the Company's initiative,
and/or
(viii) Money Market Instruments other than those dealt in on a Regulated Market or Other
Market and which fall under Article 1 of the Law of 17 December 2010, if the issue or the
issuer of such instruments are themselves regulated for the purpose of protecting investors
and savings, and provided that such instruments are:
- issued or guaranteed by a central, regional or local authority or by a central bank
of an EU member state, the European Central Bank, the EU or the European
Investment Bank, a non-EU member state or, in case of a Federal State, by one of
the members making up the federation, or by a public international body to which
one or more EU member states belong, or
- issued by an undertaking any securities of which are dealt in on Regulated Markets
or Other Markets, or
- issued or guaranteed by an establishment subject to prudential supervision, in
accordance with criteria defined in EU Law, or by an establishment which is
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subject to and complies with prudential rules considered by the Regulatory
Authority to be at least as stringent as those laid down by the EU Law, or
- issued by other bodies belonging to categories approved by the Regulatory
Authority provided that investments in such instruments are subject to investor
protection equivalent to that laid down in the first, the second or the third indent
and provided that the issuer is a company whose capital and reserves amount to at
least ten million euro (EUR10,000,000) and which presents and publishes its
annual accounts in accordance with the fourth Directive 78/660/EEC, is an entity
which, within a group of companies which includes one or several listed
companies, is dedicated to the financing of the group or is an entity which is
dedicated to the financing of securitisation vehicles which benefit from a banking
liquidity line.
In addition, the Company may invest a maximum of 10% of the net asset value of any Sub-Fund in
Transferable Securities and Money Market Instruments other than those referred to under (i) to (iv)
and (viii) above.
In accordance with the principle of risk spreading, each Sub-Fund is authorised to invest up to 100%
of its net assets in Transferable Securities and Money Market Instruments issued or guaranteed by a
Member State, by its local authorities, a non-Member State of the European Union including any
other state which is a member of the Organization for Economic Cooperation and Development
("OECD") or the Group of Twenty (G20), by the Republic of Singapore or by Hong Kong SAR or
by a public international body of which one or more Member State(s) are member(s), provided that
such securities are part of at least six different issues and the securities from any such issue do not
account for more than 30% of the net assets of such Sub-Fund.
B. Each Sub-Fund may hold ancillary liquid assets. Liquid assets used to back-up financial
derivative exposure are not considered as ancillary liquid assets.
C.
(i) Each Sub-Fund may invest no more than 10% of its net asset value in transferable
securities or Money Market Instruments issued by the same issuing body. Each Sub-Fund
may not invest more than 20% of its net assets in deposits made with the same body. The
risk exposure to a counterparty of a Sub-Fund in an OTC derivative transaction may not
exceed 10% of its net assets when the counterparty is a credit institution referred to in
paragraph 1(A)(vi) above or 5% of its net assets in other cases.
(ii) Furthermore, where any Sub-Fund holds investments in transferable securities and Money
Market Instruments of any issuing body which individually exceed 5% of the net asset
value of such Sub-Fund, the total value of all such investments must not account for more
than 40% of the net asset value of such Sub-Fund.
This limitation does not apply to deposits and OTC derivative transactions made with financial
institutions subject to prudential supervision.
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Notwithstanding the individual limits laid down in paragraph (C)(i) above, a Sub-Fund may not
combine:
- investments in transferable securities or Money Market Instruments issued by,
- deposits made with, and/or
- exposures arising from OTC derivative transactions undertaken with a single body
in excess of 20% of its net assets.
(iii) The limit of 10% laid down in paragraph (C)(i) above shall be 35% in respect of
transferable securities or Money Market Instruments which are issued or guaranteed by an
EU member state, its public local authorities or by a non-EU member state or by public
international bodies of which one or more EU member states are members.
(iv) The limit of 10% laid down in paragraph (C)(i) above shall be 25% for certain bonds
where they are issued by a credit institution which has its registered office in a EU member
state and is subject by law, to special public supervision designed to protect bondholders.
In particular, sums deriving from the issue of those bonds must be invested in accordance
with the law in assets which, during the whole period of validity of the bonds, are capable
of covering claims attaching to the bonds and which, in case of bankruptcy of the issuer,
would be used on a priority basis for the reimbursement of the principal and payment of
the accrued interest.
If a Sub-Fund invests more than 5% of its assets in the debt securities referred to in the sub-
paragraph above and issued by one issuer, the total value of such investments may not exceed 80%
of the value of the assets of such Sub-Fund.
(v) The transferable securities and Money Market Instruments referred to in paragraphs
(C)(iii) and (C)(iv) above are not included in the calculation of the limit of 40% referred to
in paragraph (C)(ii).
The limits set out in paragraphs (C)(i), (C)(ii), (C)(iii) and (C)(iv) above may not be aggregated and,
accordingly, the value of investments in transferable securities and Money Market Instruments
issued by the same body, in deposits or financial derivative instruments made with this body,
effected in accordance with paragraphs (C)(i), (C)(ii), (C)(iii) and (C)(iv) may not, in any event,
exceed a total of 35% of each Sub-Fund’s net asset value.
Companies which are included in the same group for the purposes of consolidated accounts, as
defined in accordance with Directive 83/349/EEC or in accordance with recognised international
accounting rules, are regarded as a single body for the purpose of calculating the limits contained in
this paragraph (C).
A Sub-Fund may cumulatively invest up to 20% of its net assets in transferable securities and
Money Market Instruments within the same group.
(vi) Without prejudice to the limits laid down in paragraph (D) below, the limits laid down in
this paragraph (C) shall be 20% for investments in shares and/or debt securities issued by
the same body when the aim of a Sub-Fund's investment policy is to replicate the
composition of a certain stock or debt securities index which is recognised by the
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Regulatory Authority, provided:
- the composition of the index is sufficiently diversified,
- the index represents an adequate benchmark for the market to which it refers,
- it is published in an appropriate manner.
The limit laid down in the sub-paragraph above is raised to 35% where it proves to be justified by
exceptional market conditions in particular in Regulated Markets or Other Markets where certain
transferable securities or Money Market Instruments are highly dominant provided that investment
up to 35% is only permitted for a single issuer.
(vii) Where any Sub-Fund has invested in accordance with the principle of risk spreading in
transferable securities or Money Market Instruments issued or guaranteed by an EU
member state, by one or more of its local authorities or by an OECD member state, Brazil
or Singapore or by public international bodies of which one or more EU member states are
members, the Company may invest 100% of the net asset value of any Sub-Fund in such
securities provided that such Sub-Fund must hold securities from at least six different
issues and the value of securities from any one issue must not account for more than 30%
of the net asset value of the Sub-Fund.
Subject to having due regard to the principle of risk spreading, a Sub-Fund need not comply with the
limits set out in this paragraph (C) for a period of six months following the date of its launch.
D.
(i) A Sub-Fund may not normally acquire shares carrying voting rights which would enable a
Sub-Fund to exercise significant influence over the management of the issuing body.
(ii) A Sub-Fund may acquire no more than (a) 10% of the non-voting shares of any single
issuing body, (b) 10% of the value of debt securities of any single issuing body and/or (c)
10% of the Money Market Instruments of the same issuing body. However, the limits laid
down in (b) and (c) above may be disregarded at the time of acquisition if at that time the
gross amount of the debt securities or of the Money Market Instruments or the net amount
of securities in issue cannot be calculated.
The limits set out in paragraph (D)(i) and (ii) above shall not apply to:
(i) transferable securities and Money Market Instruments issued or guaranteed by an EU
member state or its local authorities,
(ii) transferable securities and Money Market Instruments issued or guaranteed by any other
Eligible State,
(iii) transferable securities and Money Market Instruments issued by public international
bodies of which one or more EU member states are members, or
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(iv) shares held in the capital of a company incorporated in a non-EU member state which
invests its assets mainly in the securities of issuing bodies having their registered office in
that state where, under the legislation of that state, such holding represents the only way in
which such Sub-Fund’s assets may invest in the securities of the issuing bodies of that
state, provided, however, that such company in its investment policy complies with the
limits laid down by the Regulatory Authority.
E.
If a Sub-Fund is limited to investing only 10% of its net assets in units or shares of UCITS or other
UCIs this will be specifically provided for in the Supplement for a Sub-Fund. The following applies
generally to investment in units or shares of UCITS or of the UCIs.
(i) A Sub-Fund may acquire units of the UCITS and/or other UCIs referred to in
paragraph 1 (A)(v) above, provided that no more than 20% of a Sub-Fund's net
assets are invested in units of a single UCITS or other UCI. For the purpose of the
application of the investment limit, each compartment of a UCI with multiple
compartments is to be considered as a separate issuer provided that the principle of
segregation of the obligations of the various compartments vis-a-vis third parties is
ensured.
(ii) Investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of
the net assets of a Sub-Fund.
In addition, the following limits shall apply:
(i) When a Sub-Fund invests in the units or shares of other UCITS and/or other UCIs linked
to the Company by common management or control, or by a direct or indirect holding of
more than 10% of the capital or the voting rights, or managed by a management company
linked to the Management Company and/or the Investment Manager, no subscription or
redemption fees may be charged to the Company on account of its investment in the units
or shares of such other UCITS and/or UCIs.
(ii) If a Sub-Fund invests a substantial proportion of its assets in other UCITS and/or other
UCIs, a Supplement will state the maximum level of the management fees that may be
charged both to the Sub-Fund itself and to the other UCITS and/or other UCIs in which it
intends to invest. The Company will indicate in its annual report the total management fees
charged both to the relevant Sub-Fund and to the UCITS and other UCIs in which such
Sub-Fund has invested during the relevant period.
(iii) A Sub-Fund may acquire no more than 25% of the units or shares of the same UCITS
and/or other UCI. This limit may be disregarded at the time of acquisition if at that time
the gross amount of the units or shares in issue cannot be calculated. In case of a UCITS or
other UCI with multiple sub-funds, this restriction is applicable by reference to all units or
shares issued by the UCITS/UCI concerned, all sub-funds combined.
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(iv) The underlying investments held by the UCITS or other UCIs in which the Sub-Funds
invest do not have to be considered for the purpose of the investment restrictions set forth
under section 1(C) above.
F.
A Sub-Fund may subscribe, acquire and/or hold shares of another Sub-Fund of the Company
(Target Sub-Fund) provided that:
(i) the Target Sub-Fund does not, in turn, invest in the Sub-Fund investing in the Target Sub-
Fund,
(ii) the Target Sub-Fund may not, according to its investment policy, invest more than 10% of
its net assets in other UCITS or UCIs,
(iii) voting rights, attaching to the Shares of the Target Sub-Fund are suspended for as long as
they are held by the Sub-Fund,
(iv) in any event, for as long as the Shares are held by the Sub-Fund, their value will not be
taken into consideration for the calculation of the net assets of the Company for the
purpose of verifying the minimum threshold of the net assets imposed by the Regulatory
Authority.
(2) Investment in other assets
(a) The Company will neither make investments in precious metals or certificates representing
these. This does not prevent the Company from gaining exposure to precious metals by
investing into financial instruments backed by precious metals.
(b) The Company will not purchase or sell real estate or any option, right or interest therein,
provided the Company may invest in securities secured by real estate or interests therein or
issued by companies which invest in real estate or interests therein.
(c) The Company may not carry out uncovered sales of transferable securities, Money Market
Instruments or other financial instruments referred to in sections 1(A)(v), (vii) and (viii)
above.
(d) The Company may not borrow for the account of any Sub-Fund, other than amounts which
do not in aggregate exceed 10% of the net asset value of the Sub-Fund, and then only as a
temporary measure. For the purpose of this restriction the acquisitions of foreign currency
by back to back loans are not considered to be borrowings.
(e) The Company will not mortgage, pledge, hypothecate or otherwise encumber as security
for indebtedness any securities held for the account of any Sub-Fund, except as may be
necessary in connection with the borrowings mentioned in paragraph (D) above, and then
such mortgaging, pledging, or hypothecating may not exceed 10% of the net asset value of
each Sub-Fund. In connection with swap transactions, option and forward exchange or
futures transactions the deposit of securities or other assets in a separate account shall not
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be considered a mortgage, pledge or hypothecation for this purpose.
(f) The Company will not underwrite or sub-underwrite securities of other issuers.
(g) The Company will on a Sub-Fund by Sub-Fund basis comply with such further restrictions
as may be required by the regulatory authorities in any country in which the Shares are
marketed.
(3) Financial derivative instruments
As specified in section 1(A)(vii) above, the Company may in respect of each Sub-Fund invest in
financial derivative instruments.
The Company shall ensure that the global exposure of each Sub-Fund relating to financial derivative
instruments does not exceed the total net assets of that Sub-Fund.
The global exposure relating to financial derivative instruments is calculated taking into account the
current value of the underlying assets, the counterparty risk, foreseeable market movements and the
time available to liquidate the positions. This shall also apply to the following sub-paragraphs.
Each Sub-Fund may invest, as a part of its investment policy and within the limits laid down in
section 1(A)(vii) and section 1(C)(v) above, in financial derivative instruments provided that the
exposure to the underlying assets does not exceed in aggregate the investment limits laid down in
sections 1(C)(i) to (vii). When a Sub-Fund invests in index-based financial derivative instruments
compliant with the provisions of sections 1(C)(i) to (vii), these investments do not have to be
combined with the limits laid down in section 1(C). When a transferable security or Money Market
Instrument embeds a financial derivative instrument, the latter must be taken into account when
complying with the requirements of these instrument restrictions. The Sub-Funds may use financial
derivative instruments for investment purposes and for hedging purposes, within the limits of the
Regulatory Authority. Under no circumstances shall the use of these instruments and techniques
cause a Sub-Fund to diverge from its investment policy or objective. The risks against which the
Sub-Funds could be hedged may be, for instance, market risk, foreign exchange risk, interest rates
risk, credit risk, volatility or inflation risks.
The Company will not use OTC derivative instruments for the time being. If the investment policy
of the present Sub-Funds, or any future Sub-Funds, requires the use of OTC derivatives this
Prospectus will be updated to include particulars of the collateral policy. This will include permitted
types of collateral, the level of collateral required and a haircut policy and, in the case of cash
collateral, re-investment policy (including the risks arising from the re- investment policy).
As of the date of the Prospectus, no Sub-Fund currently enters into total return swaps, securities
lending transactions, repurchase agreements and reverse repurchase agreement within the meaning
of the Regulation (EU/2014/2365) on transparency of securities financing transactions and of reuse
(the "SFT Regulation"). Should a Sub-Fund intend to use them, the Prospectus will be updated in
accordance with the SFT Regulation.
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(4) Use of techniques and Instruments relating to transferable securities and Money Market Instruments
The Company may, on behalf of each Sub-Fund and subject to the conditions and within the limits
laid down by the Regulatory Authority as well as any present or future related laws, regulations,
circulars and positions of the Regulatory Authority, employ techniques and instruments relating to
transferable securities and Money Market Instruments provided that such techniques and
instruments are used for efficient portfolio management purposes or to provide protection against
exchange risk.
To the maximum extent allowed by, and within the limits set forth by the Regulatory Authority,
each Sub-Fund may for the purpose of generating additional capital or income or for reducing costs
or risks (A) enter, either as purchaser or seller, into optional as well as non optional repurchase
transactions and (B) engage in securities lending transactions, provided that:
(i) the Sub-Fund ensures that it is able at any time to recall any security that has been lent or
terminate any securities lending transaction into which it has entered; and
(ii) the Sub-Fund ensures that it is able at any time to recall the full amount of cash or to
terminate the reverse repurchase agreement on either an accrued basis or a mark-to-market
basis. When the cash is recallable at any time on a mark-to-market basis, the mark-to-
market value of the reverse repurchase agreement should be used for the calculation of the
net asset value of the UCITS. The Sub-Fund should also ensure that it is able at any time to
recall any securities subject to the repurchase agreement or to terminate the repurchase
agreement into which it has entered.
As the case may be, cash collateral received by each Sub-Fund in relation to any of these
transactions may be reinvested in a manner consistent with the investment objectives of such Sub-
Fund in (a) shares or units issued by money market undertakings for collective investment
calculating a daily net asset value and being assigned a rating of AAA or its equivalent, (b) short-
term bank deposits, (c) Money Market Instruments as defined in the above referred Grand-Ducal
regulation, (d) short-term bonds issued or guaranteed by an EU member state, Switzerland, Canada,
Japan or the United States or by their local authorities or by supranational institutions and
undertakings with EU, regional or worldwide scope, (e) bonds issued or guaranteed by first class
issuers offering an adequate liquidity, and (f) reverse repurchase agreement transactions according
to the provisions described in the Law of 2010. Such reinvestment will be taken into account for the
calculation of each concerned Sub-Fund’s global exposure, in particular if it creates a leverage
effect.
The Company will not use of techniques and Instruments relating to transferable securities and
Money Market Instruments for the time being. If the investment policy of the present Sub-Funds, or
any future Sub-Funds, requires the use of these instruments this Prospectus will be updated to
include in particular the policy regarding direct and indirect operational costs/fees arising from such
instruments that may be deducted from the revenue delivered to the Company. The Company will
disclose the identity of the entity(ies) to which the direct and indirect costs and fees are paid and
indicate if these are related parties to the Management Company or the Depositary.
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(5) Miscellaneous
(a) The Company may not make loans to other persons or act as a guarantor on behalf of third
parties provided that for the purpose of this restriction the making of bank deposits and the
acquisition of such securities referred to in paragraphs 1(A)(i) to (iv) or of ancillary liquid
assets shall not be deemed to be the making of a loan and that the Company shall not be
prevented from acquiring such securities above which are not fully paid.
(b) The Company need not comply with the investment limit percentages when exercising
subscription rights attached to securities which form part of its assets.
(c) The designated Management Company, Investment Manager, Global Distributor, the
Depositary, Paying Agent, Administrator and any authorised agents or their associates may
have dealings in the assets of the Company provided that any such transactions are
effected on normal commercial terms negotiated at arm’s length and provided that each
such transaction complies with any of the following:
(i) the transaction has been executed on best terms, on and under the rules of an
organised investment exchange, or
(ii) where the Board of Directors are satisfied that the transaction has been executed
on normal commercial terms negotiated at arm’s length including, where relevant,
a certified valuation of such transaction is provided by a person approved by the
Board of Directors as independent and competent.
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SCHEDULE 4 (LIST OF SUB-CUSTODIAL AGENTS APPOINTED BY THE DEPOSITARY)
The Depositary has appointed the following entities as sub-delegates in each of the markets set forth below.
This list may be updated from time to time and is available upon request in writing from the Depositary. The
Depositary does not anticipate that there would be any specific conflicts of interest arising as a result of any
delegation to any of the sub-delegates listed below. The Depositary will notify the board of the Company of
any such conflict should it so arise.
www.atlasmarketinteractive.com/GlobalMarketsandSubcustodiansListing
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