PROSPECTUS - Dasym, a research-driven …...PROSPECTUS DASYM SICAV Undertaking for Collective Investments in Transferable Securities with multiple Sub-Funds incorporated under Luxembourg

PROSPECTUS

DASYM SICAV

Undertaking for Collective

Investments in Transferable Securities

with multiple Sub-Funds incorporated

under Luxembourg law

February 2016

VISA 2016/102563-8782-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 2016-03-23Commission de Surveillance du Secteur Financier

(i)

TABLE OF CONTENTS

Clause Headings Page

1. TERMS AND DEFINITIONS USED IN THIS PROSPECTUS ........................................ 1

2. DIRECTORY ...................................................................................................................... 5

3. IMPORTANT INFORMATION ......................................................................................... 7

4. INVESTMENT OBJECTIVES ........................................................................................... 9

5. TYPES OF SHARES .......................................................................................................... 9

6. DEALING INFORMATION ............................................................................................ 12

7. NET ASSET VALUE ....................................................................................................... 21

8. RISK CONSIDERATIONS .............................................................................................. 21

9. THE COMPANY .............................................................................................................. 27

10. MANAGEMENT AND ADMINISTRATION ................................................................. 28

11. SHAREHOLDERS’ MEETINGS ..................................................................................... 32

12. DISSOLUTION AND LIQUIDATION ............................................................................ 33

13. TAXATION OF THE COMPANY AND ITS SHAREHOLDERS ................................. 35

14. FEES AND EXPENSES ................................................................................................... 38

15. INFORMATION ABOUT DASYM ................................................................................. 41

16. INFORMATION TO SHAREHOLDERS ........................................................................ 42

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)

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1. TERMS AND DEFINITIONS USED IN THIS PROSPECTUS

Administrator means Northern Trust Luxembourg Management Company S.A. 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

Luxembourg Management Company S.A.

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.

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.

CSSF Circular 12/546 means the CSSF circular 12/546 of 24 October 2012 concerning

authorisation and organisation of Chapter 15 management companies and self-managed

UCITS.

Custodian means Northern Trust Global Services Limited, carrying out the depositary

function of the Company in Luxembourg through its Luxembourg branch, with the prior


Global Services Limited.

Distribution Shares means Shares in the Company which are entitled to payment of a

dividend in case of payment of a dividend.

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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.

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 as defined from time to time by the Regulatory Authority within the

context of the Luxembourg law on undertakings for collective investment.

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.

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 Limited carrying out the paying agent

function of the Company through its Luxembourg branch in Luxembourg with the prior

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Global Services Limited.

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 Luxembourg Management Company

S.A. 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 2004/39/EC of the European

Parliament and the European Council of 21 April 2004 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.

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.

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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 undertakings for collective investment in transferable securities

(UCITS), as amended from time to time.

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)

W.A.E. van den Haselkamp (CFO Dasym)

S. Mosnier (Independent Director)

Management Company

Carne Global Fund Managers (Luxembourg) S.A.

EBBC Centre

6B route de Trèves, L-2633 Senningerberg


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 Luxembourg Management Company S.A.

6, rue Lou Hemmer, L-1748 Senningerberg


RCSL under number B 99.167

Custodian and Paying Agent

Northern Trust Global Services Limited, Luxembourg Branch


http://www.dasym.com/


-6-


RCSL under number 129.936

Auditor

Ernst & Young S.A.

7 rue Gabriel Lippmann, L-5365 Munsbach (Mënsbech)


Legal and Tax Advisors

Stibbe Luxembourg

6, rue Jean Monnet, L-2180 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 Société d'Investissement à 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 inform themselves as to the requirements in their own country for

-9-

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).

Policy regarding Voting Rights and Voting Conduct

The Company will conduct a passive voting policy. 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.

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,

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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 and

ongoing balances at its sole discretion.

Characteristics of Share Classes available

At the time of issue of this Prospectus, Shares are offered for the Sub-Funds in the

following Share Classes. Please refer to the Articles of Association for further details on

each Share Class.

Share Class Base

Currency

Available to

investors

Distribution

policy

Minimum

initial

subscription

and balance

Minimum

subsequent

subscription

amount

A EUR All investors Capitalisation

or

distribution

EUR

250,000

N/A

A1 USD All investors Capitalisation

or

distribution

USD

250,000

N/A

A2 EUR Employees

of the

Investment

Capitalisation

or

distribution

N/A N/A

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Share Class Base

Currency

Available to

investors

Distribution

policy

Minimum

initial

subscription

and balance

Minimum

subsequent

subscription

amount

Manager and

its group

companies in

respect of

the relevant

Sub-Fund*

B EUR Institutional Capitalisation EUR

250,000

N/A

B1 USD Institutional Capitalisation USD

250,000

N/A

*A2 Shares will not bear management fees.

See the Supplement for each Sub-Fund in SCHEDULE 1 (Supplements of the Sub-Funds)

for details on the Sub-Funds, including specific investment objectives and policies.

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.

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.

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.

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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 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 or

USD 1,000 per Share.

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

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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 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

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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 five (5) 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.

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

-15-

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.

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

-16-

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 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 five (5) 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

-17-

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 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.

-18-

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.

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

-19-

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 Act

Pursuant to the Luxembourg data protection law of 2002 any information that is furnished

in connection with an investment in the Company may be held on computer or other

supports and processed by the Company, Management Company, Investment Manager,

Global Distributor, Custodian, Administrator or their delegates.

Information may be processed for the purposes of carrying out the services of the

Management Company, Investment Manager, Global Distributor, Custodian, Administrator

or their delegates, and to comply with legal obligations including legal obligations under

applicable company law and anti-money laundering legislation. The information may be

used in connection with investments in other investment fund(s) managed or administered

by the Management Company and their affiliates. Information shall be disclosed to third

parties where necessary for legitimate business interests only. This may include disclosure

to third parties such as auditors and the regulators or agents of the Management Company,

Investment Manager, Custodian, Administrator, or their delegates who process the data

inter alia for anti-money laundering purposes or for compliance with foreign regulatory

requirements.

Investors consent to the processing of their information and the disclosure of their

information as set out above, including to companies situated in countries outside of the

European Economic Area which may not have the same data protection laws as in

Luxembourg provided that in that case the national data protection agency shall be notified

or shall approve such processing. The transfer of data to the aforementioned entities may

transit via and/or be processed in countries which may not have data protection

requirements deemed equivalent to those prevailing in the European Economic Area.

Investors may request access to, rectification of or deletion of any data provided to any of

the parties above or stored by any of the parties above according to applicable data

protection legislation.

Reasonable measures have been taken to ensure confidentiality of the personal data

transmitted. However, due to the fact that the information is transferred electronically and

made available outside of Luxembourg, the same level of confidentiality and the same level

of protection in relation to data protection regulation as currently in force in Luxembourg

may not be guaranteed while the information is kept abroad.

The Shareholders have a right of access and of rectification of the personal data in cases

where such data is incorrect or incomplete.

Personal data shall not be held for longer than necessary with regard to the purpose of data

processing.

The Management Company, the Investment Manager, Administrator, Custodian and any of

their delegates may use telephone-recording procedures to record any conversation.

Shareholders are deemed to consent to the tape-recording of conversations with the

Management Company, the Investment Manager, Administrator, Custodian and any of

their delegates, and to the use of such tape recordings by the Company, Management

Company, Investment Manager, Administrator, Custodian and any of their delegates in

legal proceedings or otherwise at their discretion.

-20-

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 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 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,

-21-

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

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.

-22-

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 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

-23-

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 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.

Credit risk

-24-

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, each of which involve the risk that the counterparty will

not honour its commitments with respect to each contract.

Risk linked to derivative instruments

-25-

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 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

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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.

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

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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.

9. THE COMPANY

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) 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.

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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.

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)

W.A.E. van den Haselkamp (CFO Dasym)

S. Mosnier (Independent Director)

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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 14 March 2014 published in the Mémorial on 10 July 2014. 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 and (b) distribution of the

Company and (ii) Northern Trust Luxembourg Management Company S.A. 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.

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 Management Company also acts as management company for other investment funds.

Service providers

(a) Administrator, Registrar and Transfer Agent

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The Management Company and the Company have appointed the Administrator

as Registrar and Transfer agent and central administration agent. This

appointment has been made under a Central Administration Services Agreement

dated 1 March 2016 and effective as of 24 February 2016 between the Company,

the Management Company and the Administrator. 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.

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) Custodian and Paying Agent

The Company has appointed the Custodian as custodian and paying agent. This

appointment has been made under a custodian and paying agent agreement dated

1 March 2016 and effective as of 24 February 2016 between the Company and

the Custodian (the “Custodian and Paying Agent Agreement”).

The Custodian shall be responsible for the safe-keeping and the supervision of the

assets of the Company. The Paying Agent shall be responsible for the collection

of subscription monies in relation to the issue of Shares as well as for making

payments in relation to the redemption and/or conversion of Shares and, if

applicable, payments of dividends to Shareholders.

The Custodian must exercise due care and diligence in its duties and will be liable

to the Company for any loss suffered by the Company arising from gross

negligence, fraud or wilful default.

The liability of the Custodian will not be affected by entrusting to a third party

the safe-keeping of some or all of the assets of the Company. To discharge its

statutory responsibility, the Custodian shall be satisfied, from the beginning and

for the whole duration of the custody agreement, that the third parties with whom

the Company’s assets are held in custody are reputable, competent and have

sufficient financial resources.

The Custodian is not involved, directly or indirectly, in the business affairs,

organisation, sponsorship or management of the Company.

Decisions in respect of the purchase and sale of assets for the Company, the

selection of underlying delegates and the negotiation of commission rates are

made by the Management Company.

(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

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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.

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 Custodian, 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.

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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.

The Management Company, any of its delegates such as the Investment Manager,

investment sub-advisors, service agents, paying agents, distributors and agents, the

Custodian, 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 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 Memorial C, Recueil des Societes et Associations, in

a Luxembourg newspaper, and in such other newspaper as the Board of Directors may

decide.

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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. 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.

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

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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 implementation of the redemption will be deposited with the Custodian for a

period of nine (9) months as from the decision of the redemption; after such period, the

assets will be deposited with the Caisse de Consignation on behalf of the Persons entitled

thereto. All redeemed Shares shall be cancelled.

Merger with another UCI or fund/sub-fund not qualifying as a UCITS

In the same circumstances described in the first paragraph of this section, the Board of

Directors may decide to allocate the assets of any Sub-Fund to those of another UCI or to

another fund/sub-fund within such other UCI and to re-designate the Shares of the Sub-

Fund concerned as Shares of such other UCI or fund/sub-fund (following a split or

consolidation, if necessary, and the payment of the amount corresponding to any fractional

entitlement to Shareholders). Such decision will be notified in the same manner as

described in the first paragraph of this Chapter headed “Dissolution and merger of Sub-

Funds” (and, in addition, the publication will contain information in relation to the new

fund), one (1) month before the date on which the merger becomes effective to enable

Shareholders to request redemption or conversion of their Shares, free of charge, during the

period.

Notwithstanding the powers conferred to the Board of Directors by the preceding

paragraph, a contribution of the assets and of the liabilities attributable to any Sub-Fund to

another UCI or to another fund/sub-fund within such other UCI shall require a resolution of

the Shareholders of the Sub-Fund concerned taken with fifty per cent (50%) quorum

requirement of the Shares in issue and adopted at a two third (2/3) majority of the Shares

present or represented at such meeting, except when such a merger is to be implemented

with a Luxembourg UCI of the contractual type (fonds commun de placement) or a

foreign-based UCI, in which case resolutions shall be binding only on such Shareholders

who have voted in favour of such merger.

Merger with another Sub-Fund or another UCITS or fund/sub-fund of other UCITS

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Subject to the conditions set out in the UCITS Directive and Implementing Laws, 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.

In any case, the merger must be approved by the meeting of Shareholders deciding by

simple majority of the votes cast by Shareholders present or represented at the meeting and

the approval of the common draft terms of the merger by the Shareholders, as required

under Article 67 of the Law of 17 December 2010, must be adopted by simple majority,

without requiring more than seventy-five per cent (75%) of the votes cast by the

Shareholders present or represented at the meeting.

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 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

-36-

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 1st 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 OECD received a mandate by the G8/G20 countries to develop a global reporting

standard to achieve a comprehensive and multilateral automatic exchange of information

(AEOI) in the future on a global basis. The CRS will require Luxembourg financial

institutions to identify financial assets holders and establish if they are fiscally resident in

countries with which Luxembourg has a tax information sharing agreement. Luxembourg

financial institutions will then report financial account information of the assets holder to

the Luxembourg tax authorities, which will after automatically transfer these information to

the competent foreign tax authorities on a yearly basis.

According to the Proposal for a Council Directive amending Directive 2011/16/EU, the

first AEOI under CRS is expected to be applied within the limit of the European Member

States as from 1st January 2017 for the data relating to 2016. For CRS participating but

non-EU countries, the AEOI under CRS will not be applied earlier than 2017 and will

depend on the country considered.

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.

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.

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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.

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;

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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.

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

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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.

Custodian’s and Paying Agency’s Fees

The Company shall pay to the Custodian 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. W.A.E. van den Haselkamp 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

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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;

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;

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;

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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 (with the consent of the

Custodian) 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 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 ABOUT DASYM

The Investment Manager is part of the Dasym group of companies. Dasym is a specialist

investment boutique with approximately EUR 650 million in funds under management and

over 15 years of experience managing investments. With in-house investment professionals

and a carefully selected global network of investment partners, the Dasym business, which

consists of the Investment Manager and related entities that are owned by Dasym Holdings

B.V., offers significant depth and breadth of investment expertise.

On the date of this Prospectus Dasym also manages a portfolio of private equity assets as

well as more opportunistic investments dedicated to client objectives which partly qualify

as alternative investment funds (AIFs).

Frank Botman is the founder and chief executive officer (CEO) of Dasym Investment

Strategies (2013). He was also the founder of Dasym’s predecessors, Talpa Capital (2000)

and Cyrte Investments (2006). He founded HAL Capital Management in 1994. Frank

Botman started his career in 1989 at the Investment Management and Research Department

of HSBC. From 1992 to 1994 he worked as a fund manager with IBM Pension Fund, where

he managed the Dutch equity portfolio and European venture-capital portfolio.

Botman holds a degree in commercial economics from the Amsterdam University of

Applied Sciences (HvA). He is a regular speaker at forums and conferences and is

frequently quoted in newspapers, publications and research reports.

-42-

Peter van Rooyen is Dasym Investment Strategies’ chief investment officer (CIO), a

function he also held at Dasym’s predecessors, Talpa Capital and Cyrte Investments. He

has been with the company since the inception of Talpa Capital in 2000 and was

responsible for the portfolio management of the Cyrte Global Fund, the Cyrte LatAm Fund

and the Cyrte Africa Fund. Peter played an important role in the successful conclusion of

the Brazil Telecom Fund in 2010, which delivered excellent investment returns. Peter van

Rooyen holds a master’s degree in economics from Tilburg University in the Netherlands

and is a certified European financial analyst.

Wilbert van den Haselkamp is Dasym Investment Strategies’ chief financial officer

(CFO). Wilbert started his career in financial investment administration with KAS BANK

N.V. in 2003. He has subsequently worked on different assignments with Delta Lloyd N.V.

and its group companies from 2004 to 2009 where he also advised the management and

board of directors of Delta Lloyd Asset Management on financial investment

administration. Wilbert started working for Dasym’s predecessor Cyrte Investments in

2009 and is Dasym’s CFO since January 2014. Wilbert holds multiple degrees in financial

management and financial administration including a degree in financial management from

the Dutch Commercial Educational Institute (NCOI).

The website can be found at www.dasym.com.

Responsible investments is a structurally integrated part of the investment policy of

Dasym. To this end, Dasym has determined certain exclusion criteria and does not aim to

invest in companies which violate the United Nations Principles for Responsible

Investments (UNPRI).

16. 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.


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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

Custodian 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.

Registered Shareholders

The Company draws the attention of investors to the fact that any investor will only be able

to fully exercise his/her investor rights directly against the Company, notably the right to

participate in general meetings of Shareholders, if the investor is registered himself/herself

and in his/her own name in the register of Shareholders of the Company. In cases where an

investor invests in the Company through an intermediary investing into the Company in

his/her own name but on behalf of the investor, it may not always be possible for the

investor to exercise certain Shareholder rights directly against the Company. Investors are

advised to take advice on their rights.

Meetings of Shareholders and notices

Notice of any general meeting of Shareholders (including those considering amendments to

the Articles of Association or the dissolution and liquidation of the Company or of any

Sub-Fund) shall be mailed to each Shareholder at least eight (8) calendar days prior to the

meeting and shall be published to the extent required by Luxembourg law in the Mémorial

C, Recueil des Sociétés et Associations and in any Luxembourg and other newspaper(s)

that the Board of Directors may determine. Such notices will indicate the date and time of

the meeting as well as the agenda, quorum requirements and the conditions of admission.

The annual general meeting of Shareholders takes place in Luxembourg City at a place

specified in the notice of meeting on the third Thursday of the month of April of each year.

If such day is not a Business Day in Luxembourg, the annual general meeting shall be held

on the next Business Day in Luxembourg.

The Shareholders of any Sub-Fund may hold, at any time, general meetings to decide on

any matters which relate exclusively to such Sub-Fund.

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The general meeting, for which no quorum shall be required, shall decide by a simple

majority of the Shares represented at the meeting unless otherwise required by the Articles

of Association or Luxembourg law.

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 will start at the Company’s launch and

end on 31 December 2016.

The first annual report will be published as at 31 December 2016. The first semi-annual

report will be published as at 30 June 2017.

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)

Initial Offer Period

The Initial Offer Period is expected to commence at 8:00 a.m. (Luxembourg time) on 1 April

2016 (the “Initial Subscription Day”) and close ten (10) Business Days after the Initial

Subscription Day at 5:00 p.m. (Luxembourg time).

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 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.

Profile of a Typical Investor

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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 8 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., Amsterdam, subject to supervision of the Dutch Authority for

the Financial Markets (AFM).

Subscription fee

N/A

Redemption Fee

A Redemption Fee may be charged with a maximum of 3% of the Net Asset Value per Share.

The Redemption Fee will accrue to the Company.

Conversion Fee

N/A

Available Share Classes

A - EUR

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A1 - USD

A2 - EUR

B - EUR

B1 - USD

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.

The fee may vary according to changes in the Net Asset Value of the Sub-Fund.

Management Fee to Investment Manager

The investment management fee varies depending on the applicable Share Class.

Class A and A1 Shares:

1.25% p.a., payable monthly on average Net Asset Value of the Sub-Fund during the relevant

month.

Class A2 Shares – No management fee

Class B and B1 Shares

1.25% p.a., payable monthly on average Net Asset Value of the Sub-Fund during the relevant

month.

Performance Fee

The Investment Manager is also entitled for Share Classes A, A1, B and B1 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 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.

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(3) The performance of the Sub-Fund is defined as the difference between the Net Asset

Value per Share at the end of the financial year of a given year (“End of Year NAV”)

and the Net Asset Value at the end of the preceding financial year (“Initial NAV”), paid

out distributions included and net of performance fee, expressed in %, (the

“Performance”).

(4) On each Valuation Day, the performance fee is calculated based on the average number

of outstanding Shares in issue during the financial year, estimated and provision made in

the Net Asset Value.

(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

per Share 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 and audited annually by the

independent auditors of the Sub-Fund. The performance fee is payable annually in the

month following the end of the financial year.

Charges of Custodian of Paying Agent

The Custodian fee calculated in accordance with the agreed schedule shall not exceed 0.01% p.a.

of the Net Asset Value of the Fund. Notwithstanding the Custodian fee, the Custodian 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 A and A1 250,000

Class A2 N/A

Classes B and B1 250,000

The Company may, at its sole discretion, decide, for all subscription orders received for a

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particular Valuation Day, to accept these subscription requests without applying the minimum

subscription amount.

Valuation Day

Every Business Day in Luxembourg

Publication of Net Asset Value

The Net Asset Value is available at the registered office of the Company.

Dividend Frequency for Distribution Shares

The Board of Directors is empowered within the limits of the law and the Articles of Association

to declare and pay dividends on the Distribution Shares at any time.

Listing

The Shares of the Sub-Fund are not listed.

Contact for subscriptions, redemptions, conversions and transfers

Northern Trust Luxembourg Management Company S.A.



Tel: + 352 27 62 22 1

E-mail: [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; 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

-52-

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.

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.

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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,

(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

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(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,

- 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

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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 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

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- 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.

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,

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- 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 Regulatory Authority, provided

- the composition of the index is sufficiently diversified,

- the index represents an adequate benchmark for the market to which it

refers,

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- 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

(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.

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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.

(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,

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(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,

(v) subscription, redemption or conversion fees may only be charged either at the

level of the Sub-Fund investing in the Target Sub-Fund or at the level of the

Target Sub-Fund,

(vi) no management fee is due on that portion of assets invested in the Target Sub-

Fund, either at the level of the Sub-Fund or the level of the Target Sub-Fund.

(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 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

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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 reinvestment policy).

(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:

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(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 Implementing Laws. 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 Custodian.

(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 Custodian, 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:

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(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.

Documents

PROSPECTUS - Dasym, a research-driven …...PROSPECTUS DASYM SICAV Undertaking for Collective Investments in Transferable Securities with multiple Sub-Funds incorporated under Luxembourg