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  • 1. Plain Language as a Business Tool How It Works And What It Can Do AmCham Luxembourg November 19, 2013 Josiah Fisk Principal, More Carrot LLC
  • 2. Plain Language In 60 Seconds
  • 3. What Plain Language Is And Isn’t
  • 4. What Plain Language Is And Isn’t (Especially Isn’t)
  • 5. Plain language is:
  • 6. Plain language is: • not about “dumbing down” the information
  • 7. Plain language is: • not about “dumbing down” the information • not about rules
  • 8. Plain language is: • not about “dumbing down” the information • not about rules • not just about editing
  • 9. Plain language is: • not about “dumbing down” the information • not about rules • not just about editing • ot just something you do for regulators n
  • 10. Plain language is: • not about “dumbing down” the information • not about rules • not just about editing • ot just something you do for regulators n • ot just something you do for customers n
  • 11. Plain language is: • not about “dumbing down” the information • not about rules • not just about editing • ot just something you do for regulators n • ot just something you do for customers n • not something you learn in an afternoon
  • 12. Plain language is:
  • 13. Plain language is: • about information structure/management
  • 14. Plain language is: • about information structure/management • optimizing documents for all stakeholders
  • 15. Plain language is: • about information structure/management • optimizing documents for all stakeholders • interdisciplinary (writing, info design, etc.)
  • 16. Plain language is: • about information structure/management • optimizing documents for all stakeholders • interdisciplinary (writing, info design, etc.) • separate function a
  • 17. Plain language is: • about information structure/management • optimizing documents for all stakeholders • interdisciplinary (writing, info design, etc.) • separate function a • primarily business-driven
  • 18. Plain language is: • about information structure/management • optimizing documents for all stakeholders • interdisciplinary (writing, info design, etc.) • separate function a • primarily business-driven • very powerful
  • 19. Plain language is: • about information structure/management • optimizing documents for all stakeholders • interdisciplinary (writing, info design, etc.) • separate function a • primarily business-driven • very powerful* *When done properly.
  • 20. Plain Language In Action
  • 21. PROSPECTUS XYZ Investors Fund Société d'Investissement à capital variable à compartiments multiples Luxembourg Containing the following Sub-Funds XYZ Emerging Markets Small Cap Fund XYZ Euro Reserve Fund XYZ European Aggregate Bond Fund Subscriptions can only be received on the basis of this prospectus accompanied by the latest annual report as well as by the latest semi-annual report, published after the latest annual report. These reports form part of the present prospectus. No information other than that contained in this prospectus, in the periodic financial reports, as well as in any other documents mentioned in the prospectus and which may be consulted by the public may be given in connection with the offer. 25 September 2011
  • 22. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 23. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 24. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure Investments allowed by regulation 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 25. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure Investments allowed by regulation How we calculate share price 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 26. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure Investments allowed by regulation How we calculate share price Buying and selling shares 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 27. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure Investments allowed by regulation How we calculate share price Buying and selling shares Business operations 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 28. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure Investments allowed by regulation How we calculate share price Buying and selling shares Business operations Who does what 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 29. Contents NOTICE ORGANISATION 1. The FCP 1.1. Description of the FCP A. General B. Sub-Funds and Classes of Units 1.2. Investment Objective and Risk Factors A. General B. Specific Risks 1.3. Pooling 2. Investments and investment restrictions 2.1 Determination of and Restrictions on Investment Policy 2.2 Techniques and Instruments A. Transactions dealing with futures and option contracts on transferable securities and money market instruments B. Transactions dealing with futures and option contracts relating to financial instruments C. Swap, Credit Default Swap (CDS) and Variance Swap operations D. Contracts For Difference (CFD) E. Volatility futures and options F. Securities Lending Transactions G. Repurchase Agreements 3. Net Asset Value 3.1 General A. Determination of the Net Asset Value B. Valuation of the Net Assets 3.2 Suspension of the Net Asset Value Calculation and Suspension of the Issue, Conversion and Redemption of Units 4. FCP Units 4.1 Description, Form and Unitholders’ Rights 4.2 Issue of Units, Subscription and Payment Procedures 4.3 Redemption of Units 4.4 Conversion of Units 4.5 Special Rules Governing Subscription, Redemption and Conversion of Units in Italy 4.6 Preventing Money Laundering and the Financing of Terrorism 5. Operation of the FCP 5.1 Management Regulations and Legal Framework 5.2 Income Distribution Policy 5.3 Financial Year and Management Report 5.4 Costs and Expenses 5.5 Information for Unitholders 5.6 Liquidation of the FCP, its Sub-Funds, and the Classes of Units 5.7 Closing of Sub-Funds via Merger with another Sub-Fund of the FCP or via Merger with another Luxembourg or Foreign UCI 5.8 Sub-Funds or Unit Classes Splits 5.9 Taxation 5.10 Conflicts of Interest 6. The Management Company 7. Custodian Bank and Paying Agent 8. Administrative Agent, Registrar and Transfer Agent 9. Investment Managers 10. Distributors and Nominees 11. Available Information and documents LIST OF SUB-FUNDS Business structure Investments allowed by regulation How we calculate share price Buying and selling shares Business operations Who does what Main features of product 3 4 6 6 6 6 7 7 8 10 11 11 14 15 15 15 16 16 16 17 17 17 17 18 20 21 21 22 24 25 26 29 30 30 30 31 31 32 32 33 33 34 34 35 36 37 37 37 38 39
  • 30. XYZ Investors European Aggregate Bond Fund Objectives and Investment Policy Designed for Investors who understand the risks of the fund and plan to invest for at least 3 years. Objective To earn income, along with some growth of your investment over time. Portfolio securities The fund invests mainly in EUR-denominated bonds. Most of these are issued by European governments and corporations, but some may be from elsewhere. Specifically, at all times, the fund invests at least two-thirds of its total assets (excluding liquidities) in bonds of governmental, quasigovernmental or corporate issuers that have their registered office, or do most of their business, in Europe. Portfolio reference currency EUR. Benchmark (for performance fee) Barclays European Aggregate Index. Business day Orders to buy, switch and redeem shares are ordinarily processed any day that is a full bank business day in Luxembourg. Main Risks See “Risk Descriptions” for more information. Risks of ordinary market conditions • Credit The fund may invest in credit-linked notes and in asset-backed and mortgage-backed securities. The fund’s derivative investments can be exchange-traded or over-the-counter, and can include futures, options, swap contracts, swaptions, currency forwards, foreign exchange OTC options and credit default swaps. The fund does not invest in stocks or other participation rights, or in convertible securities. • Currency The fund may use derivatives for hedging and for efficient portfolio management, but not directly to seek gains. • Management Investment process Risks of unusual market conditions The investment manager uses its own global analysis to determine the most attractive asset types and geographical regions, then uses analysis of individual issuers to identify the most attractive securities within targeted categories • Counterparty • Hedging • Illiquid securities • Interest rate • Investment fund • Prepayment and extension risk • Default • Derivatives • Focus • Liquidity • Management • Operational Risk management method Absolute VaR. Maximum value at risk 20%. Expected level of leverage (not guaranteed) 220%. One-off charges, taken before or after you invest Charges taken from the fund under specific conditions Annual costs Class Currency ISIN Type of Share Entry Charge (Max) Switching Charge (Max) Exit Charge (Max) Management Fee (Max) A€ EUR LU0123456789 Distribution 5.00% 1.00% None By EUR LU0123456789 Distribution 5.00% 1.00% None Cy EUR LU0123456789 Accumulation 6.00% 1.00% Zy EUR LU0123456789 Accumulation None 1.00% Distribution Fee (Max) Performance Fee 0.90% None 20% 0.90% 0.20% 20% None 0.90% 0.50% 20% None None None 20% Notes about this table appear on page 7. Prospectus Page 6 of 20 XYZ Investors Fund
  • 31. XYZ Investors European Aggregate Bond Fund Objectives and Investment Policy Designed for Investors who understand the risks of the fund and plan to invest for at least 3 years. Objective To earn income, along with some growth of your investment over time. Portfolio securities The fund invests mainly in EUR-denominated bonds. Most of these are issued by European governments and corporations, but some may be from elsewhere. Specifically, at all times, the fund invests at least two-thirds of its total assets (excluding liquidities) in bonds of governmental, quasigovernmental or corporate issuers that have their registered office, or do most of their business, in Europe. Portfolio reference currency EUR. Benchmark (for performance fee) Barclays European Aggregate Index. Business day Orders to buy, switch and redeem shares are ordinarily processed any day that is a full bank business day in Luxembourg. Main Risks See “Risk Descriptions” for more information. Risks of ordinary market conditions • Credit The fund may invest in credit-linked notes and in asset-backed and mortgage-backed securities. The fund’s derivative investments can be exchange-traded or over-the-counter, and can include futures, options, swap contracts, swaptions, currency forwards, foreign exchange OTC options and credit default swaps. The fund does not invest in stocks or other participation rights, or in convertible securities. • Currency The fund may use derivatives for hedging and for efficient portfolio management, but not directly to seek gains. • Management Investment process Risks of unusual market conditions The investment manager uses its own global analysis to determine the most attractive asset types and geographical regions, then uses analysis of individual issuers to identify the most attractive securities within targeted categories • Counterparty • Hedging • Illiquid securities • Interest rate • Investment fund • Prepayment and extension risk • Default • Derivatives • Focus • Liquidity • Management • Operational Risk management method Absolute VaR. Maximum value at risk 20%. Expected level of leverage (not guaranteed) 220%. One-off charges, taken before or after you invest Charges taken from the fund under specific conditions Annual costs Class Currency ISIN Type of Share Entry Charge (Max) Switching Charge (Max) Exit Charge (Max) Management Fee (Max) A€ EUR LU0123456789 Distribution 5.00% 1.00% None By EUR LU0123456789 Distribution 5.00% 1.00% None Cy EUR LU0123456789 Accumulation 6.00% 1.00% Zy EUR LU0123456789 Accumulation None 1.00% Distribution Fee (Max) Performance Fee 0.90% None 20% 0.90% 0.20% 20% None 0.90% 0.50% 20% None None None 20% Notes about this table appear on page 7. Prospectus Page 6 of 20 XYZ Investors Fund
  • 32. XYZ Investors European Aggregate Bond Fund Objectives and Investment Policy Designed for Investors who understand the risks of the fund and plan to invest for at least 3 years. Objective To earn income, along with some growth of your investment over time. Portfolio securities The fund invests mainly in EUR-denominated bonds. Most of these are issued by European governments and corporations, but some may be from elsewhere. Specifically, at all times, the fund invests at least two-thirds of its total assets (excluding liquidities) in bonds of governmental, quasigovernmental or corporate issuers that have their registered office, or do most of their business, in Europe. Portfolio reference currency EUR. Benchmark (for performance fee) Barclays European Aggregate Index. Business day Orders to buy, switch and redeem shares are ordinarily processed any day that is a full bank business day in Luxembourg. Main Risks See “Risk Descriptions” for more information. Risks of ordinary market conditions • Credit The fund may invest in credit-linked notes and in asset-backed and mortgage-backed securities. The fund’s derivative investments can be exchange-traded or over-the-counter, and can include futures, options, swap contracts, swaptions, currency forwards, foreign exchange OTC options and credit default swaps. The fund does not invest in stocks or other participation rights, or in convertible securities. • Currency The fund may use derivatives for hedging and for efficient portfolio management, but not directly to seek gains. • Management Investment process Risks of unusual market conditions The investment manager uses its own global analysis to determine the most attractive asset types and geographical regions, then uses analysis of individual issuers to identify the most attractive securities within targeted categories • Counterparty • Hedging • Illiquid securities • Interest rate • Investment fund • Prepayment and extension risk • Default • Derivatives • Focus • Liquidity • Management • Operational Risk management method Absolute VaR. Maximum value at risk 20%. Expected level of leverage (not guaranteed) 220%. One-off charges, taken before or after you invest Charges taken from the fund under specific conditions Annual costs Class Currency ISIN Type of Share Entry Charge (Max) Switching Charge (Max) Exit Charge (Max) Management Fee (Max) A€ EUR LU0123456789 Distribution 5.00% 1.00% None By EUR LU0123456789 Distribution 5.00% 1.00% None Cy EUR LU0123456789 Accumulation 6.00% 1.00% Zy EUR LU0123456789 Accumulation None 1.00% Distribution Fee (Max) Performance Fee 0.90% None 20% 0.90% 0.20% 20% None 0.90% 0.50% 20% None None None 20% Notes about this table appear on page 7. Prospectus Page 6 of 20 XYZ Investors Fund
  • 33. 5. INVESTMENT OBJECTIVES AND POLICY 5.1. Investment objectives of the Company The investment objective of each Sub-Fund is to provide investors with the opportunity of achieving long term capital growth through investment in assets within each of the SubFunds. The Sub-Funds’ assets will be invested in conformity with each SubFund’s investment objective and policy as described in each Sub-Fund specifics (section “Investment Objectives and Policy”) in Part B of this Prospectus. The investment objective and policy of each Sub-Fund of the Company is determined by the Directors, after taking into account the political, economic, financial and monetary factors prevailing in the selected markets. Unless otherwise mentioned in a Sub-Fund specifics in Part B of this Prospectus and always subject to the limits permitted by the “Investment policy and restrictions of the Company” section in this Part of the Prospectus, the following principles will apply to the Sub-Funds. 5.2. Investment policy and restrictions of the Company I. In the case that the Company comprises more than one Sub-Fund, each Sub-Fund shall be regarded as a separate undertaking in collective investments in transferable securities (“UCITS”) for the purpose of the investment objectives, policy and restrictions of the Company. II. 1. The Company, for each Sub-Fund, may invest in only one or more of the following: a) transferable securities and money market instruments admitted to or dealt in on a regulated market; for these purposes, a regulated market is any market for financial instruments within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, b) transferable securities and money market instruments dealt in on another market in a member state of the European Union and in a contracting party to the Agreement on the European Economic Area that is not a member state of the European Union within its limits set forth and related acts (“Member State”), which is regulated, operates regularly and is recognised and open to the public; c) transferable securities and money market instruments admitted to official listing on a stock exchange in a non-Member State of the European Union or dealt in on another market in a non-Member State of the European Union which is regulated, operates regularly and is recognised and open to the public, and is established in a country in Europe, America, Asia, Africa or Oceania. d) Recently issued transferable securities and money market instruments, provided that: - e) the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or on another regulated market which operates regularly and is recognised and open to the public or markets as defined in the paragraphs a), b), c) above; provided that such admission is secured within one year of issue. units of UCITS authorised according to Directive 2009/65/EC and/or other
  • 34. - - 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, be invested in aggregate in units of other UCITS or other UCIs. 5.2. Investment policy and restrictions of the Company II. In the case that the Company comprises more than one Sub-Fund, each Sub-Fund shall be regarded as a separate undertaking in collective investments in transferable securities (“UCITS”) for the purpose of the investment objectives, policy and restrictions of the Company. f) 1. The Company, for each Sub-Fund, may invest in only one or more of the following: a) transferable securities and money market instruments dealt in on another market in a member state of the European Union and in a contracting party to the Agreement on the European Economic Area that is not a member state of the European Union within its limits set forth and related acts (“Member State”), which is regulated, operates regularly and is recognised and open to the public; c) g) transferable securities and money market instruments admitted to or dealt in on a regulated market; for these purposes, a regulated market is any market for financial instruments within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, b) transferable securities and money market instruments admitted to official listing on a stock exchange in a non-Member State of the European Union or dealt in on another market in a non-Member State of the European Union which is regulated, operates regularly and is recognised and open to the public, and is established in a country in Europe, America, Asia, Africa or Oceania. 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 Member State or, if the registered office of the credit institution is situated in a third country, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU Community law; financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market referred to in subparagraphs a), b) and c) above, and/or financial derivative instruments dealt in over-thecounter (OTC derivatives), provided that: - - e) VIII. provided that such admission is secured within one year of issue. a) Moreover, the Company may acquire no more than: - 10% of the non-voting shares of the same issuer; - 10% of the debt securities of the same issuer; - 25% of the units of the same UCITS and/or other UCI with the meaning of Article 2 (2) of the Investment Fund Law. - 10% of the money-market instruments of any single issuer; These limits laid down under second, third and fourth indents may be disregarded at the time of acquisition, if at that time the gross amount of the bonds or of the money market instruments or the net amount of the instruments in issue cannot be calculated. The provisions of paragraphs (a) and (b) are waived as regards to: - transferable securities and money market instruments guaranteed by a Member State or its local authorities, issued or - transferable securities and money market instruments issued guaranteed by a non-Member State of the European Union, or or - transferable securities and money market instruments issued by public international bodies of which one or more Member States of the European Union are members, - shares held by the Company in the capital of a company incorporated in a non-Member State of the European Union 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 a holding represents the only way in which the Company for each Sub-Fund can invest in the securities of issuing bodies of that State provided that the investment policy of the company from the non-Member State of the European Union complies with the limits laid down in paragraph V., VIII. and IX. Where the limits set in paragraph V and IX are exceeded, paragraph XI a) and b) shall apply mutatis mutandis. - IX. a) c) V. a) X. Approach”) or the commitment approach (“Commitment described in each Sub-Fund in Part B of this Prospectus. Unless described differently in each Sub-Fund in Part B, each Sub-Fund will ensure that its global exposure to financial derivative instruments computed on a VaR Approach does not exceed either (i) 200% of the reference portfolio (benchmark) or (ii) 20% of the total assets or that the global exposure computed based on a commitment basis does not exceed 100% of its total assets. To ensure the compliance of the above provisions the Management Company will apply any relevant circular or regulation issued by the CSSF or any European authority authorised to issue related regulation or technical standards. XI. a) b) XII. The Company for each Sub-Fund does not need to comply with the limits laid down in section 5 of the Investment Fund Law when exercising subscription rights attaching to transferable securities or money market instruments which form part of its assets. While ensuring observance of the principle of risk spreading, recently created Sub-Funds may derogate from paragraphs V., VI., VII. and IX. for a period of six months following the date of their authorisation. If the limits referred to in paragraph XI. a) are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, it must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interest of its shareholders. 1. The Management Company on behalf of the Company may not borrow. However, the Company may acquire foreign currency by means of a back-to-back loan for each Sub-Fund. 2. By way of derogation from paragraph XII.1., the Company may borrow provided that such a borrowing is: 3. The Company shall ensure for each Sub-Fund that the global exposure relating to derivative instruments does not exceed the assets of the relevant Sub-Fund. a) on a temporary basis and represents no more than 10% of their assets b) The exposure 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 subparagraphs. The global exposure may be calculated through the Value-at-Risk approach (“VaR Approach”) as The Commitment Approach performs the conversion of the financial derivatives into the equivalent positions in the underlying assets of those derivatives. By calculating global exposure, methodologies for netting and hedging arrangements and the principles may be respected as well as the use of efficient portfolio management techniques. Under no circumstance shall these operations cause the Company for each SubFund to diverge from its investment objectives as laid down in this Prospectus. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this paragraph X. - to enable the acquisition of immovable property essential for the direct pursuit of its business and represents no more than 10% of its assets. The borrowings under points XII. 2. a) and b) shall not exceed 15% of its assets in total. XIII. A Sub-Fund may, subject to the conditions provided for in the Statutes as well as this Prospectus, subscribe, acquire and/or hold securities to be issued or issued by one or more Sub-Funds of the Company under the condition that: - the target Sub-Fund does not, in turn, invest in the Sub-Fund invested in this target Sub-Fund; - no more than 10% of the assets of the target Sub-Fund whose acquisition is contemplated may, pursuant to the Statutes be invested in aggregate in shares/units of other target Sub-Funds of the same fund; and the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - the index is published in an appropriate manner. The limit laid down in paragraph a) is raised to 35% where that proves to be justified by exceptional market conditions, in particular on regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. - voting rights, if any, attaching to the relevant securities are suspended for as long as they are held by the Sub-Fund concerned and without prejudice to the appropriate processing in the accounts and the periodic reports; and - in any event, for as long as these securities are held by the Company, their value will not be taken into consideration of the calculation of the assets of the Company for the purposes of verifying the minimum threshold of the assets imposed by the Investment Fund Law; and - there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund of the Company having invested in the target Sub-Fund, and this target Sub-Fund. exposures arising from OTC derivative transactions undertaken with that The purpose of the VaR Approach is the quantification of the maximum potential loss that could arise over a given time interval under normal market conditions and at a given confidence level. A confidence level of 99% with a time horizon of one month is foreseen by the Investment Fund Law. Without prejudice to the limits laid down in paragraph VIII., the limits provided in paragraph V. are raised to a maximum of 20% for investments in shares and/or debt securities issued by the same body when, according to the constitutional documents of the Company, the aim of a Sub-Funds’ investment policy is to replicate the composition of a certain stock or debt securities index which is recognised by the CSSF on the following basis: b) deposits made with that body, or - The Central Administration (as defined in section 16 below) will employ a process for accurate and independent assessment of the value of OTC derivatives. The Company may acquire the units of the UCITS and/or other UCIs referred to in paragraph II. e), provided that no more than 10% of a Sub-Fund's assets be invested in the units of a single UCITS or other UCI. investments in transferable securities or money market instruments issued by that body, - 1. The Management Company will apply a risk management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio. If the Company invests in financial derivative instruments, the exposure to the underlying assets may not exceed in aggregate the investment limits laid down in paragraph V above. When the Company invests in index-based financial derivative instruments, these investments do not have to be combined to the limits laid down in paragraph V. a) Notwithstanding the individual limits laid down in paragraph a), the Company for each Sub-Fund shall not combine where this would lead to investing more than 20% of its assets in a single body, any of the following: When a Sub-Fund invests in the units of other UCITS and/or other UCIs that are managed, directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge subscription or redemption fees on account of the Companies' investment in the units of such other UCITS and/or UCIs. shares held by one or more investment companies in the capital of subsidiary companies carry on the business of management, advice or marketing in the country where the subsidiary is established, in regard to the redemption of units at the request of unitholders exclusively on its or their behalf. The Company may cumulatively invest up to 20% of the assets of a SubFund in transferable securities and money market instruments within the same group. VI. The total value of the transferable securities and money market instruments held by the Company for each Sub-Fund in the issuing bodies in each of which it invests more than 5% of its assets shall not exceed 40% of the value of its assets of each Sub-Fund. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. - Investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of the assets of each Sub-Fund. 2. The Company for each Sub-Fund is also authorised to employ techniques and instruments relating to transferable securities and money-market instruments under the conditions and within the limits laid down by the Investment Fund Law, provided that such techniques and instruments are used for the purpose of efficient portfolio management. When these operations concern the use of derivative instruments, these conditions and limits shall conform to the provisions laid down in the Investment Fund Law. The Company for each Sub-Fund may not invest more than 20% of its assets in deposits made with the same body. The risk exposure to a counterparty of each Sub-Fund in an OTC derivative transaction may not exceed 10% of its assets when the counterparty is a credit institution referred to in paragraph II. f) or 5% of its assets in other cases. Companies which are part of the same group for the purposes of the establishment of consolidated accounts, as defined in accordance with Directive 83/349/EEC or in accordance with recognised international accounting rules, shall be regarded as a single body for the purpose of calculating the limits contained in paragraph IV. The Company for each Sub-Fund may invest no more than 10% of the assets of any Sub-Fund in transferable securities or money market instruments issued by the same body. (ii) b) (i) The transferable securities and money market instruments referred to in paragraphs c) and d) are not included in the calculation of the limit of 40% referred to in paragraph b). The limits set out in sub-paragraphs a), b), c) and d) may not be combined, thus investments in transferable securities or money market instruments issued by the same body, in deposits or derivative instruments made with this body carried out in accordance with paragraphs a), b), c) and d) may not, exceed a total of 35% of the assets of each Sub-Fund. The Company may hold ancillary liquid assets. issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a non-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 Member States belong, or The Company for each Sub-Fund that invests a substantial proportion of its assets in other UCITS and/or other UCIs will disclose in this prospectus the maximum level of the management fees that may be charged both to the UCITS itself and to the other UCITS and/or other UCIs in which it intends to invest. If the Company for a Sub-Fund invests more than 5% of its assets in the bonds referred to in this sub-paragraph and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of the Sub-Fund. e) The Company for each Sub-Fund may acquire movable and immovable property which is essential for the direct pursuit of its business. IV. When a Sub-Fund has acquired units of UCITS and/or other UCIs, the assets of the respective UCITS or other UCIs do not have to be combined for the purposes of the limits laid down in paragraph V. The Company may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body. b) c) III. For the purpose of the application of this investment limit, each compartment of a Undertaking for Collective Investment (“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-à-vis third parties is ensured. b) The limit of 10% laid down in sub-paragraph a) (i) may be of a maximum of 25% for certain bonds when they are issued by a credit institution which has its registered office in a Member State and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested in conformity 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 repayment of principal and payment of the accrued interest. the Company for each Sub-Fund shall not acquire either precious metals or certificates representing them; units of UCITS authorised according to Directive 2009/65/EC and/or other Notwithstanding the limits set forth under paragraph V., each SubFund is authorized to invest in accordance with the principle of risk spreading up to 100% of its assets in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a non-Member State of the European Union or public international bodies of which one or more Member States of the European Union belong, provided that (i) such securities are part of at least six different issues and (ii) the securities from a single issue shall not account for more than 30% of the total assets of the Sub-Fund. VII. b) money market instruments other than those dealt in on a regulated market and which fall under Article 1 of the Investment Fund Law, 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: - The limit of 10% laid down in sub-paragraph a) (i) above may be of a maximum of 35% if the transferable securities or money market instruments are issued or guaranteed by a Member State, by its public local authorities, by a non-Member State or by public international bodies of which one or more Member States belong. d) The Company, for each Sub-Fund, shall not invest more than 10% of its assets in transferable securities or money -market instruments other than those referred to in paragraph 1 of this section 5.II above; 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; Recently issued transferable securities and money market instruments, provided that: - h) a) the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, and - the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or on another regulated market which operates regularly and is recognised and open to the public or markets as defined in the paragraphs a), b), c) above; issued by other bodies belonging to the categories approved by the CSSF 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 of this sub-paragraph and provided that the issuer is a company whose capital and reserves amount to at least ten million Euro (EUR 10,000,000) 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 including 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. body. c) 2. However: the underlying consists of instruments covered by this paragraph II. of section 5.2., financial indices, interest rates, foreign exchange rates or currencies, in which each Sub-Funds may invest according to its investment objectives; - d) - the business of such other UCIs is reported in semi-annual and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period, - issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by EU Community law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by EU Community law, or 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 investment objective and policy of each Sub-Fund of the Company is determined by the Directors, after taking into account the political, economic, financial and monetary factors prevailing in the selected markets. Unless otherwise mentioned in a Sub-Fund specifics in Part B of this Prospectus and always subject to the limits permitted by the “Investment policy and restrictions of the Company” section in this Part of the Prospectus, the following principles will apply to the Sub-Funds. issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs a), b) or c) above, or - such other UCIs are authorised under laws which provide that they are subject to supervision considered by the Commission de Surveillance du Secteur Financier (“CSSF”) to be equivalent to that laid down in EU Community law, and that cooperation between authorities is sufficiently ensured, - The investment objective of each Sub-Fund is to provide investors with the opportunity of achieving long term capital growth through investment in assets within each of the SubFunds. The Sub-Funds’ assets will be invested in conformity with each SubFund’s investment objective and policy as described in each Sub-Fund specifics (section “Investment Objectives and Policy”) in Part B of this Prospectus. I. - undertakings in collective investments (the “UCI”) within the meaning of the first and the second indent of Article 1, paragraph (2) points a) and b) of the Directive 2009/65/EC, whether or not established in a Member State, provided that: 5. INVESTMENT OBJECTIVES AND POLICY 5.1. Investment objectives of the Company 5.3. Securities lending, sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions Each Sub-Fund may for the purpose of generating additional capital or income or for reducing costs or risks engage in securities lending transactions as well as in sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions to the maximum extent allowed by, and within the limits set forth in, applicable Luxembourg regulations and in particular the provisions of the CSSF Circular 08/356. The Company will ensure that the volume of the securities lending transactions is kept at an appropriate level or that it is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and that these transactions do not jeopardise the management of the Companies' assets in accordance with its investment policy. 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 in money market UCIs 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 Directive 2007/16/EC of March 19, 2007, (d) short-term bonds issued or guaranteed by a Member State of the European Union, Switzerland, Canada, Japan or the United States or by their local public authorities or by supranational institutions and undertakings with the European Union, 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 set forth under applicable Luxembourg regulations. 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 securities purchased through a reverse repurchase agreement transaction must conform to the Company’s investment policy and must, together with the other securities that the Company holds in its portfolio, globally respect the Company's investment restrictions.
  • 35. Limits to Promote Diversification To help ensure diversification, a fund cannot invest more than a certain amount of its assets in one issuer or one category of securities. For purposes of this table and the next, companies that share consolidated accounts are considered a single body. These rules do not apply during the first six months of a fund’s operation. Maximum investment, as a % of fund assets: In any one issuer or body Category of securities A. Transferable securities and money market instruments issued or guaranteed by the EU, a public local authority within the EU, an international body to which at least one EU member belongs, a non-EU nation, or a state within a federation 35% B. Bonds subject to certain legally defined investor protections* and issued by a credit institution domiciled in the EU 25% C. Any transferable securities and money market instruments other than those described in rows A and B above 10%** D. Credit institution deposits 10% exposure F. OTC derivatives with any other counterparty 5% exposure G. Units of UCITS or UCIs as defined in rows 4 and 5 (first table) 10% in any UCITS or UCI (20% for funds entitled to invest more than 10%)I Other 20% E. OTC derivatives with a counterparty that is a credit institution as defined in row 6 (previous table) In aggregate 100%, so long as both of the following are true: • securities are from at least six different issues • no more than 30% of assets are invested in any one issue 35% 80% in bonds from all issuers or bodies in whose bonds a fund has invested more than 5% of assets. 20% in all companies within a single body. 20% 40% in those issuers or bodies in which a fund has invested more than 5% of its assets. 30% in all UCITS and UCIs. UCI compartments whose assets are segregated are each considered a separate UCI. Assets held by the UCITS/UCIs do not count for purposes of complying with rows A - F of this table. “Six Issue” Rule A fund may invest in a few as six issues if it is investing for risk spreading and meets both of the following criteria: • the issues are transferable securities or money market instruments issued or guaranteed by an EU member, a public local authority within the EU, an international body to which at least one EU member belongs, or a non-EU sovereign power recognized in this context by the CSSF • the fund invests no more than 30% in any one issue * Bonds must invest the proceeds from their offerings to maintain full liability coverage and to give priority to bond investor repayment in case of issuer bankruptcy. ** For index-tracking funds, increases to 20%, so long as the index is a published, sufficiently diversified index that is adequate as a benchmark for its market and is recognized by the CSSF. This 20% increases to 35% (but for one issuer only) in exceptional circumstances, such as when the security is highly dominant in the regulated market in which it trades. Limits to Prevent Concentration of Ownership These limits are intended to prevent a fund from the risks that could arise for the fund and the issuer if the fund were to own a significant percentage of a given security or issuer. Category of securities Maximum ownership, as a % of the total value of the securities issue Securities carrying voting rights Less than would allow the fund significant management influence. Non-voting securities of any one issuer 10% Debt securities of any one issuer 10% Money market securities of any one issuer 10% Shares of any one UCITS or UCI (per Article 2 (2) of the 2010 law) 25% Prospectus Page 11 of 20 These limits can be disregarded at purchase if not calculable at that time. These rules do not apply to: • securities described in row A (previous table) • shares of non-EU funds that represent the only way a fund can invest in the non-EU fund’s home country) • shares created by local paying agents to enable investors in their country to invest in the fund XYZ Investors Fund
  • 36. - - 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, be invested in aggregate in units of other UCITS or other UCIs. 5.2. Investment policy and restrictions of the Company II. In the case that the Company comprises more than one Sub-Fund, each Sub-Fund shall be regarded as a separate undertaking in collective investments in transferable securities (“UCITS”) for the purpose of the investment objectives, policy and restrictions of the Company. f) 1. The Company, for each Sub-Fund, may invest in only one or more of the following: a) b) g) transferable securities and money market instruments admitted to or dealt in on a regulated market; for these purposes, a regulated market is any market for financial instruments within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, transferable securities and money market instruments dealt in on another market in a member state of the European Union and in a contracting party to the Agreement on the European Economic Area that is not a member state of the European Union within its limits set forth and related acts (“Member State”), which is regulated, operates regularly and is recognised and open to the public; c) 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 Member State or, if the registered office of the credit institution is situated in a third country, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU Community law; financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market referred to in subparagraphs a), b) and c) above, and/or financial derivative instruments dealt in over-thecounter (OTC derivatives), provided that: - - e) VIII. provided that such admission is secured within one year of issue. a) b) 10% of the non-voting shares of the same issuer; - 10% of the debt securities of the same issuer; - 25% of the units of the same UCITS and/or other UCI with the meaning of Article 2 (2) of the Investment Fund Law. - 10% of the money-market instruments of any single issuer; These limits laid down under second, third and fourth indents may be disregarded at the time of acquisition, if at that time the gross amount of the bonds or of the money market instruments or the net amount of the instruments in issue cannot be calculated. The provisions of paragraphs (a) and (b) are waived as regards to: - transferable securities and money market instruments guaranteed by a Member State or its local authorities, issued or - transferable securities and money market instruments issued guaranteed by a non-Member State of the European Union, or or - transferable securities and money market instruments issued by public international bodies of which one or more Member States of the European Union are members, - - IX. a) c) Moreover, the Company may acquire no more than: - c) V. a) b) shares held by the Company in the capital of a company incorporated in a non-Member State of the European Union 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 a holding represents the only way in which the Company for each Sub-Fund can invest in the securities of issuing bodies of that State provided that the investment policy of the company from the non-Member State of the European Union complies with the limits laid down in paragraph V., VIII. and IX. Where the limits set in paragraph V and IX are exceeded, paragraph XI a) and b) shall apply mutatis mutandis. X. - The Commitment Approach performs the conversion of the financial derivatives into the equivalent positions in the underlying assets of those derivatives. By calculating global exposure, methodologies for netting and hedging arrangements and the principles may be respected as well as the use of efficient portfolio management techniques. Unless described differently in each Sub-Fund in Part B, each Sub-Fund will ensure that its global exposure to financial derivative instruments computed on a VaR Approach does not exceed either (i) 200% of the reference portfolio (benchmark) or (ii) 20% of the total assets or that the global exposure computed based on a commitment basis does not exceed 100% of its total assets. To ensure the compliance of the above provisions the Management Company will apply any relevant circular or regulation issued by the CSSF or any European authority authorised to issue related regulation or technical standards. XI. a) b) XII. The Company for each Sub-Fund does not need to comply with the limits laid down in section 5 of the Investment Fund Law when exercising subscription rights attaching to transferable securities or money market instruments which form part of its assets. While ensuring observance of the principle of risk spreading, recently created Sub-Funds may derogate from paragraphs V., VI., VII. and IX. for a period of six months following the date of their authorisation. If the limits referred to in paragraph XI. a) are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, it must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interest of its shareholders. 1. The Management Company on behalf of the Company may not borrow. However, the Company may acquire foreign currency by means of a back-to-back loan for each Sub-Fund. 2. By way of derogation from paragraph XII.1., the Company may borrow provided that such a borrowing is: 3. The Company shall ensure for each Sub-Fund that the global exposure relating to derivative instruments does not exceed the assets of the relevant Sub-Fund. a) on a temporary basis and represents no more than 10% of their assets b) The exposure 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 subparagraphs. The global exposure may be calculated through the Value-at-Risk approach (“VaR Approach”) as to enable the acquisition of immovable property essential for the direct pursuit of its business and represents no more than 10% of its assets. The borrowings under points XII. 2. a) and b) shall not exceed 15% of its assets in total. XIII. A Sub-Fund may, subject to the conditions provided for in the Statutes as well as this Prospectus, subscribe, acquire and/or hold securities to be issued or issued by one or more Sub-Funds of the Company under the condition that: - the target Sub-Fund does not, in turn, invest in the Sub-Fund invested in this target Sub-Fund; - no more than 10% of the assets of the target Sub-Fund whose acquisition is contemplated may, pursuant to the Statutes be invested in aggregate in shares/units of other target Sub-Funds of the same fund; and Without prejudice to the limits laid down in paragraph VIII., the limits provided in paragraph V. are raised to a maximum of 20% for investments in shares and/or debt securities issued by the same body when, according to the constitutional documents of the Company, the aim of a Sub-Funds’ investment policy is to replicate the composition of a certain stock or debt securities index which is recognised by the CSSF on the following basis: - the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - the index is published in an appropriate manner. b) The limit laid down in paragraph a) is raised to 35% where that proves to be justified by exceptional market conditions, in particular on regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. - voting rights, if any, attaching to the relevant securities are suspended for as long as they are held by the Sub-Fund concerned and without prejudice to the appropriate processing in the accounts and the periodic reports; and - in any event, for as long as these securities are held by the Company, their value will not be taken into consideration of the calculation of the assets of the Company for the purposes of verifying the minimum threshold of the assets imposed by the Investment Fund Law; and - there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund of the Company having invested in the target Sub-Fund, and this target Sub-Fund. deposits made with that body, or Approach”) or the commitment approach (“Commitment described in each Sub-Fund in Part B of this Prospectus. Under no circumstance shall these operations cause the Company for each SubFund to diverge from its investment objectives as laid down in this Prospectus. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this paragraph X. a) exposures arising from OTC derivative transactions undertaken with that The purpose of the VaR Approach is the quantification of the maximum potential loss that could arise over a given time interval under normal market conditions and at a given confidence level. A confidence level of 99% with a time horizon of one month is foreseen by the Investment Fund Law. The Central Administration (as defined in section 16 below) will employ a process for accurate and independent assessment of the value of OTC derivatives. The Company may acquire the units of the UCITS and/or other UCIs referred to in paragraph II. e), provided that no more than 10% of a Sub-Fund's assets be invested in the units of a single UCITS or other UCI. investments in transferable securities or money market instruments issued by that body, - 1. The Management Company will apply a risk management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio. If the Company invests in financial derivative instruments, the exposure to the underlying assets may not exceed in aggregate the investment limits laid down in paragraph V above. When the Company invests in index-based financial derivative instruments, these investments do not have to be combined to the limits laid down in paragraph V. The Company may cumulatively invest up to 20% of the assets of a SubFund in transferable securities and money market instruments within the same group. VI. The total value of the transferable securities and money market instruments held by the Company for each Sub-Fund in the issuing bodies in each of which it invests more than 5% of its assets shall not exceed 40% of the value of its assets of each Sub-Fund. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. - When a Sub-Fund invests in the units of other UCITS and/or other UCIs that are managed, directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge subscription or redemption fees on account of the Companies' investment in the units of such other UCITS and/or UCIs. shares held by one or more investment companies in the capital of subsidiary companies carry on the business of management, advice or marketing in the country where the subsidiary is established, in regard to the redemption of units at the request of unitholders exclusively on its or their behalf. Companies which are part of the same group for the purposes of the establishment of consolidated accounts, as defined in accordance with Directive 83/349/EEC or in accordance with recognised international accounting rules, shall be regarded as a single body for the purpose of calculating the limits contained in paragraph IV. The Company for each Sub-Fund may invest no more than 10% of the assets of any Sub-Fund in transferable securities or money market instruments issued by the same body. The Company for each Sub-Fund may not invest more than 20% of its assets in deposits made with the same body. The risk exposure to a counterparty of each Sub-Fund in an OTC derivative transaction may not exceed 10% of its assets when the counterparty is a credit institution referred to in paragraph II. f) or 5% of its assets in other cases. The transferable securities and money market instruments referred to in paragraphs c) and d) are not included in the calculation of the limit of 40% referred to in paragraph b). The limits set out in sub-paragraphs a), b), c) and d) may not be combined, thus investments in transferable securities or money market instruments issued by the same body, in deposits or derivative instruments made with this body carried out in accordance with paragraphs a), b), c) and d) may not, exceed a total of 35% of the assets of each Sub-Fund. Notwithstanding the individual limits laid down in paragraph a), the Company for each Sub-Fund shall not combine where this would lead to investing more than 20% of its assets in a single body, any of the following: Investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of the assets of each Sub-Fund. 2. The Company for each Sub-Fund is also authorised to employ techniques and instruments relating to transferable securities and money-market instruments under the conditions and within the limits laid down by the Investment Fund Law, provided that such techniques and instruments are used for the purpose of efficient portfolio management. When these operations concern the use of derivative instruments, these conditions and limits shall conform to the provisions laid down in the Investment Fund Law. (i) (ii) issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a non-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 Member States belong, or The Company for each Sub-Fund that invests a substantial proportion of its assets in other UCITS and/or other UCIs will disclose in this prospectus the maximum level of the management fees that may be charged both to the UCITS itself and to the other UCITS and/or other UCIs in which it intends to invest. e) The Company may hold ancillary liquid assets. When a Sub-Fund has acquired units of UCITS and/or other UCIs, the assets of the respective UCITS or other UCIs do not have to be combined for the purposes of the limits laid down in paragraph V. The Company may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body. If the Company for a Sub-Fund invests more than 5% of its assets in the bonds referred to in this sub-paragraph and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of the Sub-Fund. the Company for each Sub-Fund shall not acquire either precious metals or certificates representing them; IV. For the purpose of the application of this investment limit, each compartment of a Undertaking for Collective Investment (“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-à-vis third parties is ensured. b) The limit of 10% laid down in sub-paragraph a) (i) may be of a maximum of 25% for certain bonds when they are issued by a credit institution which has its registered office in a Member State and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested in conformity 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 repayment of principal and payment of the accrued interest. The Company for each Sub-Fund may acquire movable and immovable property which is essential for the direct pursuit of its business. units of UCITS authorised according to Directive 2009/65/EC and/or other Notwithstanding the limits set forth under paragraph V., each SubFund is authorized to invest in accordance with the principle of risk spreading up to 100% of its assets in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a non-Member State of the European Union or public international bodies of which one or more Member States of the European Union belong, provided that (i) such securities are part of at least six different issues and (ii) the securities from a single issue shall not account for more than 30% of the total assets of the Sub-Fund. VII. b) III. money market instruments other than those dealt in on a regulated market and which fall under Article 1 of the Investment Fund Law, 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: - the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or on another regulated market which operates regularly and is recognised and open to the public or markets as defined in the paragraphs a), b), c) above; The limit of 10% laid down in sub-paragraph a) (i) above may be of a maximum of 35% if the transferable securities or money market instruments are issued or guaranteed by a Member State, by its public local authorities, by a non-Member State or by public international bodies of which one or more Member States belong. d) The Company, for each Sub-Fund, shall not invest more than 10% of its assets in transferable securities or money -market instruments other than those referred to in paragraph 1 of this section 5.II above; 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; Recently issued transferable securities and money market instruments, provided that: - h) a) the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, and - transferable securities and money market instruments admitted to official listing on a stock exchange in a non-Member State of the European Union or dealt in on another market in a non-Member State of the European Union which is regulated, operates regularly and is recognised and open to the public, and is established in a country in Europe, America, Asia, Africa or Oceania. issued by other bodies belonging to the categories approved by the CSSF 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 of this sub-paragraph and provided that the issuer is a company whose capital and reserves amount to at least ten million Euro (EUR 10,000,000) 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 including 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. body. c) 2. However: the underlying consists of instruments covered by this paragraph II. of section 5.2., financial indices, interest rates, foreign exchange rates or currencies, in which each Sub-Funds may invest according to its investment objectives; - d) - the business of such other UCIs is reported in semi-annual and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period, - issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by EU Community law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by EU Community law, or 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 investment objective and policy of each Sub-Fund of the Company is determined by the Directors, after taking into account the political, economic, financial and monetary factors prevailing in the selected markets. Unless otherwise mentioned in a Sub-Fund specifics in Part B of this Prospectus and always subject to the limits permitted by the “Investment policy and restrictions of the Company” section in this Part of the Prospectus, the following principles will apply to the Sub-Funds. issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs a), b) or c) above, or - such other UCIs are authorised under laws which provide that they are subject to supervision considered by the Commission de Surveillance du Secteur Financier (“CSSF”) to be equivalent to that laid down in EU Community law, and that cooperation between authorities is sufficiently ensured, - The investment objective of each Sub-Fund is to provide investors with the opportunity of achieving long term capital growth through investment in assets within each of the SubFunds. The Sub-Funds’ assets will be invested in conformity with each SubFund’s investment objective and policy as described in each Sub-Fund specifics (section “Investment Objectives and Policy”) in Part B of this Prospectus. I. - undertakings in collective investments (the “UCI”) within the meaning of the first and the second indent of Article 1, paragraph (2) points a) and b) of the Directive 2009/65/EC, whether or not established in a Member State, provided that: 5. INVESTMENT OBJECTIVES AND POLICY 5.1. Investment objectives of the Company 5.3. Securities lending, sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions Each Sub-Fund may for the purpose of generating additional capital or income or for reducing costs or risks engage in securities lending transactions as well as in sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions to the maximum extent allowed by, and within the limits set forth in, applicable Luxembourg regulations and in particular the provisions of the CSSF Circular 08/356. The Company will ensure that the volume of the securities lending transactions is kept at an appropriate level or that it is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and that these transactions do not jeopardise the management of the Companies' assets in accordance with its investment policy. 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 in money market UCIs 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 Directive 2007/16/EC of March 19, 2007, (d) short-term bonds issued or guaranteed by a Member State of the European Union, Switzerland, Canada, Japan or the United States or by their local public authorities or by supranational institutions and undertakings with the European Union, 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 set forth under applicable Luxembourg regulations. 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 securities purchased through a reverse repurchase agreement transaction must conform to the Company’s investment policy and must, together with the other securities that the Company holds in its portfolio, globally respect the Company's investment restrictions.
  • 37. are limited to its base currency, the currencies of its share classes, and the currencies in which its investments are denominated. The funds use the following currency hedging techniques: • hedging by proxy (hedging a position in one currency by taking an opposite position in a second currency that appears likely to fluctuate similarly to the first) structured financial derivatives, such exposure to one currency while • cross-hedging (reducing the effective as credit-linked and equitylinked securities increasing the effective exposure to another; typically neither of these currencies is the base currency of the fund) Futures are generally exchange-traded. All other types of derivatives are generally OTC. • structured financial derivatives, such as credit-linked and equitylinked securities Purposes of derivatives use General Investment Provided it is in its exclusive interest (and is within the scope of the investment objective), a fund can also sell a credit default swap as a way of gaining a specific credit exposure. Selling a credit default swap could generate large losses if the issuer or security on which the swap is based experiences a bankruptcy, default or other “credit event”. Efficient portfolio management The funds may use any allowable • anticipatory hedging (taking management. derivative for efficient portfolioa hedge position in advance of the position being hedged, such as in advance of the purchase of some securities denominated in a certain currency) If a fund chooses to manage its currency exposurein advance of the • anticipatory hedging (taking a hedge position with reference to a benchmark (meaning one or more appropriate, recognised indices) position being hedged, such as in advance of the purchase of some the benchmark will be identified as a currency management reference Policies and Restrictions denominated in a certain currency) securities Futures are generally exchange-traded. All other types of derivatives are benchmark in the fund’s “Objectives and Investment Policy” section. Each fund can use derivatives for hedging against various types of risk If a fund chooses to manageis only a point of reference, reference to generally OTC. portfolio management (for instance, maintaining 100% Because such a benchmark its currency exposure with a fund’s actual and for efficient This section describes policies and restrictions that are generally allowed to anybenchmark (meaning onefunds setappropriate,are more restrictive in the SICAV. limits that recognised indices) a fund into any givenMost or more be different than that of its benchmark. exposure currency may investment exposure while also keeping a portion of assets liquid to handle one way or another, based on use case of any detected identified as currency management reference Purposes of derivativestheir investment objectives and strategy. In the the benchmark will beviolation, theaappropriate fund(s) must make redemptions of shares and the buying and selling of investments). Currency decisions. Except where and Investment Policy” share class compliance with the relevant for hedging against various types of risk and managementhedgingfund’s “Objectivesnoted, all percentages and restrictions benchmark in the can be done at the fund level and at the section. Each fund can use derivatives policies a priority in its securities trades level (forsuch a classes thatis only a point of reference, currency actualthe If a fund intends to use derivatives for (for instance, maintaining 100% apply to each fund individually. Because share benchmark are hedged to a different a fund’s than and for efficient portfolio management any other purpose, this purpose fund’s base currency). must be stated in the fund’s “Objectives portion of assets liquid section, exposure to any given currency may be different than that of its benchmark. investment exposure while also keeping aand Investment Policy” to handle Permittedof shares and the theTransactionsnature and conditions Securities and general extent, along with information about buying and selling of investments). redemptions Interest hedging can When interest rate hedging is desired, share class the funds Currencyrate hedging be done and must level and at the 2010 law of the derivatives of a security or transaction must be consistent with its investment policies and rate futures, at the fundcomply with thecall optionsand Each fund’s usageusage. restrictions typically share classes on level (foretc. However, fund does not rateaswaps, writing investment hedged to to comply with If a fund intends to use derivatives forlaws,other purpose, this purpose any regulations, circulars, technical standards, use interest athat are interest need different currency than the other applicable EU and Luxembourg interest rates or buying on interest rates. The prospectus will be updated to reflect any material change in a fund’s fund’s base currency). put options with unlimited liability attached, or with must limitsbe stated in the fund’s “Objectives and Investment Policy” section, acquire assets that come actualwhen exercising subscription rights extent, nature and conditions No fund canrisk hedging The funds can use credit default swaps to hedge or intended use about the general attached to securities it owns. derivatives. along with information of cannot remove at its option within one year of acquisition. No fund can underwrite securities hedging is desired, the funds the Credit rate hedging When interest rate of other issuers. any liability that the fund Interest of the derivatives usage. currency hedging is desired, the funds typically credit risk of its assets. futures, interest rate swaps, writing call of specific Currency hedging When typically use interest rateThis includes hedges against the risksoptions on assets rates or buying put options on interest rates. use prospectus will be updated to reflect any material change in a fund’s interestor issuers as well as hedges against securities or issuers to which The currency forwards, currency swaps, writing call options on currencies or Security / Transaction General Requirements Other Terms and Requirements the fund is not directly exposed. buying put options use of derivatives. actual or intendedon currencies. A fund’s currency hedging transactions Credit risk hedging The funds can usemust pledge to seek a listing on athe credit default swaps to hedge Recently issued securities 1. Transferable securiare limited to its base currency, theMust be officiallyshare classes, and thestock exchange currencies of its listed or dealt in on a Provided credit risk is itsits exclusive interest (and is within the and mustthe assets. This includes hedges against the of receive it Currency hedging its investmentswithin theis desired, other state the Board determines is it of in stock exchange within an Eligible State scoperisks of specific hedging EU or any ties and which market currencies in money When currencyare denominated. the funds typically investment objective),12 fund canof issue. a credit default swap as way appropriate for options or must trade in within a months also sell assets use instruments currency forwards, currency swaps, writing callthe fund,on currencies or a recognised, or issuers as well as hedges against securities or issuersato which of gaining a specific credit exposure. The funds options following currency hedging techniques: the fund is not directly exposed. Selling a credit default swap could buying put use the on currencies. Aregulated, publichedgingin such a state. fund’s currency market transactions large the swap is • 2. Moneyby proxyinstruhedging market (hedging theMust be subjectcurrency the securities issuer level) Can also qualify if or security on to a category recognized are limited to its base currency,a position in oneits shareat by taking an level or thegenerate it is inlosses if the issuer issuer belongswhich scope of thebased by currencies of (either classes, and the Provided a bankruptcy, default or (and is withinevent”. its experiences theexclusive interest other “credit the ments position in a second currency that appears likely to fluctuate CSSF, is subject to that are oppositethat do its meet currencies in which notinvestmentsto investor protection regulation and also must meet one of theobjective), a fund can alsoinvestor protections swap asequivalent are denominated. investment sell a left, and meets the requirements in row 1 following criteria: to those described directly atcredit default one of a way the folsimilarly to the first) Efficient of gaining a specific credit exposure. Selling a may default allowable The funds use the following currency hedging techniques:the European Central Bank, the portfolio management The fundscredit use anyswap could lowing criteria: • issued or guaranteed by derivative for losses if portfolio management. • cross-hedging (reducing the effective exposure to one currency while generate largeefficient the a company with aton which the swap isin capital European Investment by taking an • hedging by proxy (hedging a position in one currencyBank, the EU, a public local authority • issued by issuer or security least EUR 10 million based increasing the effective exposure to another; typically neitherauthority within that appears likely to of these and reserves that publishes annual accounts consistent experiences opposite position in a second currencythe EU, an international fluctuate to which at least a bankruptcy, default or other “credit event”. currencies is the base currency of the fund) belongs, a sovereign nation, or in the case one EU nation with fourth Directive 78/660/EEC similarly to the first) Efficient portfolio management The funds to financing a group of comof a federation, a federal state • issued by an entity dedicated may use any allowable derivative for panies at least one of which is publicly listed • cross-hedging (reducing the effective exposure to one currency while securities qualify efficient portfolio management. • issued by an issuer or undertaking whose under Row 1 typically neither of these • issued by an entity dedicated to financing securitisation increasing the effective exposure to another;above issued or guaranteed by a credit institution that is subject vehicles that benefit from a banking liquidity line currencies is the base currency•of the fund) to EU prudential rules or to other prudential rules the CSSF accepts as equivalent General Investment Policies and Restrictions limits when exercising subscription rights attached to securities it owns. No fund can acquire assets that come with unlimited liability attached, or with Permitted Securities and Transactions any liability that the fund cannot remove at its option within one year of acquisition. No fund can underwrite securities of other issuers. Each fund’s usage of a security or transaction must be consistent with its investment policies and restrictions and must comply with the 2010 law and other applicable EU and Luxembourg laws, regulations, circulars, technical standards, etc. However, a fund does not need to comply with investment Security / Transaction General Requirements Other Terms and Requirements limits when exercising subscription rights attached to securities it owns. No fund can acquire assets that come with unlimited liability attached, or with 1. liability that securiany Transferable the fund cannot Must be officially listed or dealt in year stock exchange No fundRecently issued securities mustother issuers. a listing on a remove at its option within one on a of acquisition. can underwrite securities of pledge to seek ties and money market instruments Security / Transaction within the EU or any other state the Board determines is appropriate for the fund, or must trade in a recognised, General Requirements regulated, public market in such a state. st 1. Transferable securities and money market instruments Must be officially listed or dealt in on a stock exchange within the EU or any other state the Board determines is appropriate for the fund, or must trade in a recognised, regulated, public market in such a state. Recently issued securities must pledge to seek a listing on a stock exchange within an Eligible State and must receive it within 12 months of issue. 2. Money market instruments that do not meet the requirements in row 1 Must be subject (either at the securities level or the issuer level) to investor protection regulation and also must meet one of the following criteria: • issued or guaranteed by the European Central Bank, the European Investment Bank, the EU, a public local authority within the EU, an international authority to which at least one EU nation belongs, a sovereign nation, or in the case of a federation, a federal state • issued by an issuer or undertaking whose securities qualify under Row 1 above • issued or guaranteed by a credit institution that is subject to EU prudential rules or to other prudential rules the CSSF accepts as equivalent Can also qualify if issuer belongs to a category recognized by the CSSF, is subject to investor protections that are equivalent to those described directly at left, and meets one of the following criteria: • issued by a company with at least EUR 10 million in capital and reserves that publishes annual accounts consistent with fourth Directive 78/660/EEC • issued by an entity dedicated to financing a group of companies at least one of which is publicly listed • issued by an entity dedicated to financing securitisation vehicles that benefit from a banking liquidity line Prospectus To help ensure diversification, a fund cannot invest more than a certain amount of its assets in one issuer or one category of securities. For purposes of this table and the next, companies that share consolidated accounts are considered a single body. These rules do not apply during the first six months of a fund’s operation. Same General Requirements as row 4 above. Page 9 of 20 XYZ Investors Fund The target fund cannot invest, in turn, in the acquiring fund (reciprocal ownership). The acquiring fund surrenders all voting rights in shares it acquires. At the time of investment, the target fund must not have more than 10% of its assets in any other fund. The shares do not count as assets of the acquiring fund for purposes of minimum asset thresholds. The General Requirements in row 4 above also apply. Adhering to these requirements exempts the SICAV from the requirements of the Law of 10 August 1915. 7. Real estate, precious metals and commodities Investment exposure is allowed only through transferable securities, derivatives, or other allowable types of investments. The SICAV may directly purchase real estate or other tangible property that is directly necessary to its business. 8. Credit institution deposits Must be able to be withdrawn on demand and must not have a maturity longer than 12 months. As a practical matter, this provision allows a fund to hold up to (but not including) 50% of assets in cash or other liquid assets. 10. Derivatives and equivalent cash-settled instruments The underlying assets, indexes or rates must be within scope for the fund’s non-derivative investments. Total risk exposure cannot exceed 100% of fund assets. When used for efficient portfolio management, see row 13 below. OTC derivatives (those that do not trade on an eligible market for transferable securities, as defined above) must have reliable daily valuations that are accurate and independent, must be able to be closed at fair value at any time, and counterparties must be subject to prudential supervision. 11. Securities lending, sale with right of repurchase, repurchase agreement, reverse repurchase agreement The volume of transactions must not interfere with a fund’s pursuit of its investment policy or its ability to meet redemptions. The cash collateral from the transactions must be invested in high-quality, short term investments. 12. Techniques and instruments for efficient portfolio management Must relate to transferable securities or money market instruments. 13. Borrowing Must be temporary and from a bank. Loan amount is limited to 10% of fund’s net assets, measured at the time of the loan. Further loans are allowed only to pay expenses or to enable liquidation of shares. Except for honoring prior commitments and exercising subscription rights, a fund cannot buy securities until the loan is repaid. 14. Uncovered short sales Uncovered short exposure is allowed only through derivatives. Lending or guaranteeing loans to individuals for any other purposes is prohibited. b) f) g) transferable securities and money market instruments dealt in on another market in a member state of the European Union and in a contracting party to the Agreement on the European Economic Area that is not a member state of the European Union within its limits set forth and related acts (“Member State”), which is regulated, operates regularly and is recognised and open to the public; The SICAV can create funds that qualify as a master fund or a feeder fund. It can also convert existing funds into feeder funds, or switch any feeder fund to a different master fund. The rules below apply to any fund that is a feeder fund. Security Investment Requirements At least 85% of assets. Up to 15% of assets. Prospectus Page 10 of 20 10% exposure F. OTC derivatives with any other counterparty 5% exposure G. Units of UCITS or UCIs as defined in rows 4 and 5 (first table) 10% in any UCITS or UCI (20% for funds entitled to invest more than 10%)I 80% in bonds from all issuers or bodies in whose bonds a fund has invested more than 5% of assets. 20% in all companies within a single body. 20% 40% in those issuers or bodies in which a fund has invested more than 5% of its assets. 30% in all UCITS and UCIs. UCI compartments whose assets are segregated are each considered a separate UCI. Assets held by the UCITS/UCIs do not count for purposes of complying with rows A - F of this table. “Six Issue” Rule A fund may invest in a few as six issues if it is investing for risk spreading and meets both of the following criteria: • the issues are transferable securities or money market instruments issued or guaranteed by an EU member, a public local authority within the EU, an international body to which at least one EU member belongs, or a non-EU sovereign power recognized in this context by the CSSF • the fund invests no more than 30% in any one issue * Bonds must invest the proceeds from their offerings to maintain full liability coverage and to give priority to bond investor repayment in case of issuer bankruptcy. ** For index-tracking funds, increases to 20%, so long as the index is a published, sufficiently diversified index that is adequate as a benchmark for its market and is recognized by the CSSF. This 20% increases to 35% (but for one issuer only) in exceptional circumstances, such as when the security is highly dominant in the regulated market in which it trades. These limits are intended to prevent a fund from the risks that could arise for the fund and the issuer if the fund were to own a significant percentage of a given security or issuer. Category of securities Maximum ownership, as a % of the total value of the securities issue Securities carrying voting rights Less than would allow the fund significant management influence. Non-voting securities of any one issuer 10% Debt securities of any one issuer 10% 10% Shares of any one UCITS or UCI (per Article 2 (2) of the 2010 law) 25% 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 Member State or, if the registered office of the credit institution is situated in a third country, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU Community law; financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market referred to in subparagraphs a), b) and c) above, and/or financial derivative instruments dealt in over-thecounter (OTC derivatives), provided that: h) These limits can be disregarded at purchase if not calculable at that time. These rules do not apply to: • securities described in row A (previous table) • shares of non-EU funds that represent the only way a fund can invest in the non-EU fund’s home country) • shares created by local paying agents to enable investors in their country to invest in the fund Moreover, the Company may acquire no more than: 10% of the non-voting shares of the same issuer; 10% of the debt securities of the same issuer; - 25% of the units of the same UCITS and/or other UCI with the meaning of Article 2 (2) of the Investment Fund Law. - 10% of the money-market instruments of any single issuer; These limits laid down under second, third and fourth indents may be disregarded at the time of acquisition, if at that time the gross amount of the bonds or of the money market instruments or the net amount of the instruments in issue cannot be calculated. The provisions of paragraphs (a) and (b) are waived as regards to: - transferable securities and money market instruments guaranteed by a Member State or its local authorities, issued or - transferable securities and money market instruments issued guaranteed by a non-Member State of the European Union, or or - transferable securities and money market instruments issued by public international bodies of which one or more Member States of the European Union are members, shares held by the Company in the capital of a company incorporated in a non-Member State of the European Union 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 a holding represents the only way in which the Company for each Sub-Fund can invest in the securities of issuing bodies of that State provided that the investment policy of the company from the non-Member State of the European Union complies with the limits laid down in paragraph V., VIII. and IX. Where the limits set in paragraph V and IX are exceeded, paragraph XI a) and b) shall apply mutatis mutandis. issued by other bodies belonging to the categories approved by the CSSF 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 of this sub-paragraph and provided that the issuer is a company whose capital and reserves amount to at least ten million Euro (EUR 10,000,000) 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 including 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. b) IV. V. a) b) The Company for each Sub-Fund may not invest more than 20% of its assets in deposits made with the same body. The risk exposure to a counterparty of each Sub-Fund in an OTC derivative transaction may not exceed 10% of its assets when the counterparty is a credit institution referred to in paragraph II. f) or 5% of its assets in other cases. Companies which are part of the same group for the purposes of the establishment of consolidated accounts, as defined in accordance with Directive 83/349/EEC or in accordance with recognised international accounting rules, shall be regarded as a single body for the purpose of calculating the limits contained in paragraph IV. The Company may cumulatively invest up to 20% of the assets of a SubFund in transferable securities and money market instruments within the same group. VI. a) The total value of the transferable securities and money market instruments held by the Company for each Sub-Fund in the issuing bodies in each of which it invests more than 5% of its assets shall not exceed 40% of the value of its assets of each Sub-Fund. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. investments in transferable securities or money market instruments issued by that body, - Approach”) or the commitment approach (“Commitment described in each Sub-Fund in Part B of this Prospectus. Approach”) as The Commitment Approach performs the conversion of the financial derivatives into the equivalent positions in the underlying assets of those derivatives. By calculating global exposure, methodologies for netting and hedging arrangements and the principles may be respected as well as the use of efficient portfolio management techniques. Unless described differently in each Sub-Fund in Part B, each Sub-Fund will ensure that its global exposure to financial derivative instruments computed on a VaR Approach does not exceed either (i) 200% of the reference portfolio (benchmark) or (ii) 20% of the total assets or that the global exposure computed based on a commitment basis does not exceed 100% of its total assets. To ensure the compliance of the above provisions the Management Company will apply any relevant circular or regulation issued by the CSSF or any European authority authorised to issue related regulation or technical standards. XI. a) The Central Administration (as defined in section 16 below) will employ a process for accurate and independent assessment of the value of OTC derivatives. b) XII. The Company for each Sub-Fund does not need to comply with the limits laid down in section 5 of the Investment Fund Law when exercising subscription rights attaching to transferable securities or money market instruments which form part of its assets. While ensuring observance of the principle of risk spreading, recently created Sub-Funds may derogate from paragraphs V., VI., VII. and IX. for a period of six months following the date of their authorisation. If the limits referred to in paragraph XI. a) are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, it must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interest of its shareholders. 1. The Management Company on behalf of the Company may not borrow. However, the Company may acquire foreign currency by means of a back-to-back loan for each Sub-Fund. Under no circumstance shall these operations cause the Company for each SubFund to diverge from its investment objectives as laid down in this Prospectus. 2. By way of derogation from paragraph XII.1., the Company may borrow provided that such a borrowing is: 3. The Company shall ensure for each Sub-Fund that the global exposure relating to derivative instruments does not exceed the assets of the relevant Sub-Fund. a) on a temporary basis and represents no more than 10% of their assets b) The exposure 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 subparagraphs. to enable the acquisition of immovable property essential for the direct pursuit of its business and represents no more than 10% of its assets. The borrowings under points XII. 2. a) and b) shall not exceed 15% of its assets in total. XIII. A Sub-Fund may, subject to the conditions provided for in the Statutes as well as this Prospectus, subscribe, acquire and/or hold securities to be issued or issued by one or more Sub-Funds of the Company under the condition that: - the target Sub-Fund does not, in turn, invest in the Sub-Fund invested in this target Sub-Fund; - no more than 10% of the assets of the target Sub-Fund whose acquisition is contemplated may, pursuant to the Statutes be invested in aggregate in shares/units of other target Sub-Funds of the same fund; and the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - the index is published in an appropriate manner. b) The limit laid down in paragraph a) is raised to 35% where that proves to be justified by exceptional market conditions, in particular on regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. - voting rights, if any, attaching to the relevant securities are suspended for as long as they are held by the Sub-Fund concerned and without prejudice to the appropriate processing in the accounts and the periodic reports; and - in any event, for as long as these securities are held by the Company, their value will not be taken into consideration of the calculation of the assets of the Company for the purposes of verifying the minimum threshold of the assets imposed by the Investment Fund Law; and - there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund of the Company having invested in the target Sub-Fund, and this target Sub-Fund. exposures arising from OTC derivative transactions undertaken with that The purpose of the VaR Approach is the quantification of the maximum potential loss that could arise over a given time interval under normal market conditions and at a given confidence level. A confidence level of 99% with a time horizon of one month is foreseen by the Investment Fund Law. Without prejudice to the limits laid down in paragraph VIII., the limits provided in paragraph V. are raised to a maximum of 20% for investments in shares and/or debt securities issued by the same body when, according to the constitutional documents of the Company, the aim of a Sub-Funds’ investment policy is to replicate the composition of a certain stock or debt securities index which is recognised by the CSSF on the following basis: - deposits made with that body, or - The transferable securities and money market instruments referred to in paragraphs c) and d) are not included in the calculation of the limit of 40% referred to in paragraph b). The limits set out in sub-paragraphs a), b), c) and d) may not be combined, thus investments in transferable securities or money market instruments issued by the same body, in deposits or derivative instruments made with this body carried out in accordance with paragraphs a), b), c) and d) may not, exceed a total of 35% of the assets of each Sub-Fund. The Company for each Sub-Fund may invest no more than 10% of the assets of any Sub-Fund in transferable securities or money market instruments issued by the same body. - 1. The Management Company will apply a risk management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio. The global exposure may be calculated through the Value-at-Risk approach (“VaR If the Company for a Sub-Fund invests more than 5% of its assets in the bonds referred to in this sub-paragraph and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of the Sub-Fund. e) Notwithstanding the individual limits laid down in paragraph a), the Company for each Sub-Fund shall not combine where this would lead to investing more than 20% of its assets in a single body, any of the following: When a Sub-Fund invests in the units of other UCITS and/or other UCIs that are managed, directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge subscription or redemption fees on account of the Companies' investment in the units of such other UCITS and/or UCIs. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this paragraph X. (i) (ii) Investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of the assets of each Sub-Fund. The Company may acquire the units of the UCITS and/or other UCIs referred to in paragraph II. e), provided that no more than 10% of a Sub-Fund's assets be invested in the units of a single UCITS or other UCI. The limit of 10% laid down in sub-paragraph a) (i) may be of a maximum of 25% for certain bonds when they are issued by a credit institution which has its registered office in a Member State and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested in conformity 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 repayment of principal and payment of the accrued interest. The Company may hold ancillary liquid assets. issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a non-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 Member States belong, or If the Company invests in financial derivative instruments, the exposure to the underlying assets may not exceed in aggregate the investment limits laid down in paragraph V above. When the Company invests in index-based financial derivative instruments, these investments do not have to be combined to the limits laid down in paragraph V. d) the Company for each Sub-Fund shall not acquire either precious metals or certificates representing them; 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; shares held by one or more investment companies in the capital of subsidiary companies carry on the business of management, advice or marketing in the country where the subsidiary is established, in regard to the redemption of units at the request of unitholders exclusively on its or their behalf. The limit of 10% laid down in sub-paragraph a) (i) above may be of a maximum of 35% if the transferable securities or money market instruments are issued or guaranteed by a Member State, by its public local authorities, by a non-Member State or by public international bodies of which one or more Member States belong. The Company for each Sub-Fund may acquire movable and immovable property which is essential for the direct pursuit of its business. the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, and 2. The Company for each Sub-Fund is also authorised to employ techniques and instruments relating to transferable securities and money-market instruments under the conditions and within the limits laid down by the Investment Fund Law, provided that such techniques and instruments are used for the purpose of efficient portfolio management. When these operations concern the use of derivative instruments, these conditions and limits shall conform to the provisions laid down in the Investment Fund Law. body. c) The Company, for each Sub-Fund, shall not invest more than 10% of its assets in transferable securities or money -market instruments other than those referred to in paragraph 1 of this section 5.II above; the underlying consists of instruments covered by this paragraph II. of section 5.2., financial indices, interest rates, foreign exchange rates or currencies, in which each Sub-Funds may invest according to its investment objectives; The Company for each Sub-Fund that invests a substantial proportion of its assets in other UCITS and/or other UCIs will disclose in this prospectus the maximum level of the management fees that may be charged both to the UCITS itself and to the other UCITS and/or other UCIs in which it intends to invest. X. issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by EU Community law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by EU Community law, or III. When a Sub-Fund has acquired units of UCITS and/or other UCIs, the assets of the respective UCITS or other UCIs do not have to be combined for the purposes of the limits laid down in paragraph V. c) issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs a), b) or c) above, or a) For the purpose of the application of this investment limit, each compartment of a Undertaking for Collective Investment (“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-à-vis third parties is ensured. The Company may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body. XYZ Investors Fund 2. However: units of UCITS authorised according to Directive 2009/65/EC and/or other b) Page 11 of 20 - money market instruments other than those dealt in on a regulated market and which fall under Article 1 of the Investment Fund Law, 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: provided that such admission is secured within one year of issue. Prospectus - 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, be invested in aggregate in units of other UCITS or other UCIs. - - a) E. OTC derivatives with a counterparty that is a credit institution as defined in row 6 (previous table) - the business of such other UCIs is reported in semi-annual and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period, - the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or on another regulated market which operates regularly and is recognised and open to the public or markets as defined in the paragraphs a), b), c) above; - IX. XYZ Investors Fund 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, Recently issued transferable securities and money market instruments, provided that: - 20% Derivatives must only be used for hedging. In measuring derivatives exposure, the fund must combine its own direct exposure with either the actual or potential maximum global exposure of its holdings in the master fund. - transferable securities and money market instruments admitted to official listing on a stock exchange in a non-Member State of the European Union or dealt in on another market in a non-Member State of the European Union which is regulated, operates regularly and is recognised and open to the public, and is established in a country in Europe, America, Asia, Africa or Oceania. - D. Credit institution deposits In a multi-compartment unit where the assets of the compartments are segregated, all assets must be invested in a single compartment. Derivatives and ancillary liquid assets - Notwithstanding the limits set forth under paragraph V., each SubFund is authorized to invest in accordance with the principle of risk spreading up to 100% of its assets in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a non-Member State of the European Union or public international bodies of which one or more Member States of the European Union belong, provided that (i) such securities are part of at least six different issues and (ii) the securities from a single issue shall not account for more than 30% of the total assets of the Sub-Fund. c) 100%, so long as both of the following are true: • securities are from at least six different issues • no more than 30% of assets are invested in any one issue 35% Other Terms and Requirements Units of the master fund - b) 10%** Money market securities of any one issuer - transferable securities and money market instruments admitted to or dealt in on a regulated market; for these purposes, a regulated market is any market for financial instruments within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, a) Mortgaging, pledging, or otherwise encumbering portfolio assets for any other purposes is prohibited. Feeder funds - 1. The Company, for each Sub-Fund, may invest in only one or more of the following: a) VIII. 25% C. Any transferable securities and money market instruments other than those described in rows A and B above Other Limits to Prevent Concentration of Ownership * A UCITS/UCI is considered to be linked to the SICAV if both are managed or controlled by the same or affiliated management companies, or if the SICAV directly or indirectly holds more than 10% of capital or voting rights of the UCITS/UCI. - In the case that the Company comprises more than one Sub-Fund, each Sub-Fund shall be regarded as a separate undertaking in collective investments in transferable securities (“UCITS”) for the purpose of the investment objectives, policy and restrictions of the Company. VII. B. Bonds subject to certain legally defined investor protections* and issued by a credit institution domiciled in the EU In aggregate 35% Direct uncovered short sales are prohibited. Ownership of precious metals or commodities, directly or through certificates, is prohibited. such other UCIs are authorised under laws which provide that they are subject to supervision considered by the Commission de Surveillance du Secteur Financier (“CSSF”) to be equivalent to that laid down in EU Community law, and that cooperation between authorities is sufficiently ensured, 5.2. Investment policy and restrictions of the Company - A. Transferable securities and money market instruments issued or guaranteed by the EU, a public local authority within the EU, an international body to which at least one EU member belongs, a non-EU nation, or a state within a federation Institutions either must be subject to EU prudential rules or to other prudential rules the CSSF accepts as equivalent. No stated requirements. 6. Shares of other funds of the SICAV undertakings in collective investments (the “UCI”) within the meaning of the first and the second indent of Article 1, paragraph (2) points a) and b) of the Directive 2009/65/EC, whether or not established in a Member State, provided that: Unless otherwise mentioned in a Sub-Fund specifics in Part B of this Prospectus and always subject to the limits permitted by the “Investment policy and restrictions of the Company” section in this Part of the Prospectus, the following principles will apply to the Sub-Funds. e) The UCITS/UCI cannot charge any fund fees for buying or redeeming shares. If the UCITS/UCI management fee is lower than the fund’s management fee, the fund can charge the difference between the two management fee on assets invested in the UCITS/ UCI. Otherwise, the fund must either waive its management fee on assets invested in the UCITS/UCI or else the SICAV must limit its management fee on all assets to 0.25%. - The investment objective and policy of each Sub-Fund of the Company is determined by the Directors, after taking into account the political, economic, financial and monetary factors prevailing in the selected markets. d) Maximum investment, as a % of fund assets: In any one issuer or body Category of securities Must issue annual and semi-annual financial reports. 5. Shares of UCITS or UCIs that are linked to the SICAV* XYZ Investors Fund The investment objective of each Sub-Fund is to provide investors with the opportunity of achieving long term capital growth through investment in assets within each of the SubFunds. The Sub-Funds’ assets will be invested in conformity with each SubFund’s investment objective and policy as described in each Sub-Fund specifics (section “Investment Objectives and Policy”) in Part B of this Prospectus. c) Limits to Promote Diversification Prospectus of any fund with substantial investments in other UCITS/UCIs must state maximum management fees for the fund itself and for UCITS/UCIs it intends to hold. Must be subject either to EU regulatory supervision and investor protections for a UCITS or to equivalent of those outside the EU (especially regarding asset segregation, borrowing, lending, and uncovered sales). Limited to 10% of fund assets. 5. INVESTMENT OBJECTIVES AND POLICY II. Other Terms and Requirements Must be authorized by an EU member or by Canada, Hong Kong, Japan, Norway, Switzerland, or the USA. Must be limited to investing no more than 10% of assets in other UCITS or UCIs. Other Terms and Requirements 5.1. Investment objectives of the Company I. General Requirements 4. Shares of UCITS or UCIs that are not linked to the SICAV* 9. Ancillary liquid assets General Investment Policies and Restrictions This section describes policies and restrictions that are generally allowed to any fund in the SICAV. Most funds set limits that are more restrictive in Limited to 10% of fund assets. 3. way or another, based one Transferable securities on their investment objectives and strategy. In the case of any detected violation, the appropriate fund(s) must make and money market compliance with that relevant policies a priority in its securities trades and management decisions. Except where noted, all percentages and restrictions instruments the do not meet the fund individually. apply to eachrequirements in Thisrows 1 and 2 section describes policies and restrictions that are generally allowed to any fund in the SICAV. Most funds set limits that are more restrictive in one way or another, based and Transactions Permitted Securities on their investment objectives and strategy. In the case of any detected violation, the appropriate fund(s) must make compliance usage of a security or transaction must be consistent with its management decisions. Except where noted, all percentages 2010 law and Each fund’s with the relevant policies a priority in its securities trades andinvestment policies and restrictions and must comply with theand restrictions apply to each Page and Luxembourg laws, regulations, circulars, technical standards, etc. However, a fund does not need to complyXYZ Investors Fund Prospectus fund individually. other applicable EU9 of 20 with investment 3. Transferable securities and money market instruments that do not meet the Page 9 of 20 Prospectus requirements in rows 1 and 2 Security / Transaction 5.3. Securities lending, sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions Each Sub-Fund may for the purpose of generating additional capital or income or for reducing costs or risks engage in securities lending transactions as well as in sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions to the maximum extent allowed by, and within the limits set forth in, applicable Luxembourg regulations and in particular the provisions of the CSSF Circular 08/356. The Company will ensure that the volume of the securities lending transactions is kept at an appropriate level or that it is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and that these transactions do not jeopardise the management of the Companies' assets in accordance with its investment policy. 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 in money market UCIs 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 Directive 2007/16/EC of March 19, 2007, (d) short-term bonds issued or guaranteed by a Member State of the European Union, Switzerland, Canada, Japan or the United States or by their local public authorities or by supranational institutions and undertakings with the European Union, 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 set forth under applicable Luxembourg regulations. 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 securities purchased through a reverse repurchase agreement transaction must conform to the Company’s investment policy and must, together with the other securities that the Company holds in its portfolio, globally respect the Company's investment restrictions.
  • 38. Prospectus
  • 39. Key Investor Information Prospectus
  • 40. Key Investor Information Prospectus
  • 41. Key Investor Information Prospectus
  • 42. Key Investor Information 25 September 2013 This document provides you with key investor information about this fund. It is not marketing material. The information is required by law to help you understand the nature and the risks of investing in this fund. You are advised to read it so you can make an informed decision about whether to invest. FUNDS XYZ Investors Fund— Emerging Markets Small Cap Fund A sub-fund of XYZ Investors Fund SICAV Class A USD Management company: XYZ Investors Luxembourg LU0123456789 Objectives and Investment Policy Objective Terms to Understand To increase the value of your investment over time. Derivatives Financial instruments whose value is linked to one or more rates, indexes, share prices or other values. Portfolio securities The fund invests mainly in stocks of smaller companies in developing or emerging markets, including real estate companies. The fund may use derivatives for hedging and for efficient portfolio management, but not directly to seek gains. Investment process The investment manager uses a combination of overall market analysis and its own analysis of individual companies to identify those stocks whose prices do not fully reflect their long-term growth potential. Designed for Investors who understand the risks of the fund and plan to invest for at least 5 years. Bonds Countries whose securities markets are less established than those of developed countries. Examples include many countries in Africa, Asia, Eastern Europe and South America. Stocks Securities that represent partial ownership of a company. These are accumulation shares (shares in which any income earned is retained within the share price). Orders to buy, switch and redeem shares are ordinarily processed any day that is a full bank business day in Luxembourg, Hong Kong, London, and New York Cityy. Portfolio reference currency USD. Risk and Reward Profile 1 2 3 Lower risk (not risk-free) Lower potential reward 4 5 6 7 Higher risk Higher potential reward Derivatives risk Certain derivatives could behave unexpectedly or could expose the fund to losses that are significantly greater than the cost of the derivative. The risk/reward number above is an estimate; it is not guaranteed. The number is based on medium-term volatility (actual or estimated variations in the fund’s share price over five years). Going forward, the fund’s actual volatility could be lower or higher, and its risk/reward number may be changed. The pricing and volatility of some derivatives (such as credit default swaps) may diverge from strictly reflecting the pricing or volatility of their underlying reference(s). The fund’s risk/reward number reflects the following: Management risk Investment management techniques that have worked well in normal market conditions could prove ineffective or detrimental at other times. • The fund invests in shares, which in general are riskier than bonds or money market instruments. The risk/reward number mainly reflects the risks of ordinary market conditions. Unusual market conditions or large unpredictable events can amplify the risks of ordinary market conditions and can trigger other risks, such as: Liquidity risk Any security could become hard to value or sell at a desired time and price. Operational risk In any market, but especially in emerging markets, there could be losses due to fraud, corruption, political or military actions, the seizure of assets, or other irregular events. Counterparty risk The fund could lose money if an entity with which it does business becomes unwilling or unable to meet its obligations to the fund. Default risk The issuers of certain bonds could become unable to make payments on their bonds. Key Investor Information Page 1 of 2 XYZ Investors Fund — Emerging Markets Small Cap Fund
  • 43. XYZ Investors European Aggregate Bond Fund Objectives and Investment Policy Designed for Investors who understand the risks of the fund and plan to invest for at least 3 years. Objective To earn income, along with some growth of your investment over time. Portfolio securities The fund invests mainly in EUR-denominated bonds. Most of these are issued by European governments and corporations, but some may be from elsewhere. Specifically, at all times, the fund invests at least two-thirds of its total assets (excluding liquidities) in bonds of governmental, quasigovernmental or corporate issuers that have their registered office, or do most of their business, in Europe. Portfolio reference currency EUR. Benchmark (for performance fee) Barclays European Aggregate Index. Business day Orders to buy, switch and redeem shares are ordinarily processed any day that is a full bank business day in Luxembourg. Main Risks See “Risk Descriptions” for more information. Risks of ordinary market conditions • Credit The fund may invest in credit-linked notes and in asset-backed and mortgage-backed securities. The fund’s derivative investments can be exchange-traded or over-the-counter, and can include futures, options, swap contracts, swaptions, currency forwards, foreign exchange OTC options and credit default swaps. The fund does not invest in stocks or other participation rights, or in convertible securities. • Currency The fund may use derivatives for hedging and for efficient portfolio management, but not directly to seek gains. • Management Investment process Risks of unusual market conditions The investment manager uses its own global analysis to determine the most attractive asset types and geographical regions, then uses analysis of individual issuers to identify the most attractive securities within targeted categories • Counterparty • Hedging • Illiquid securities • Interest rate • Investment fund • Prepayment and extension risk • Default • Derivatives • Focus • Liquidity • Management • Operational Risk management method Absolute VaR. Maximum value at risk 20%. Expected level of leverage (not guaranteed) 220%. One-off charges, taken before or after you invest Charges taken from the fund under specific conditions Annual costs Class Currency ISIN Type of Share Entry Charge (Max) Switching Charge (Max) Exit Charge (Max) Management Fee (Max) A€ EUR LU0123456789 Distribution 5.00% 1.00% None By EUR LU0123456789 Distribution 5.00% 1.00% None Cy EUR LU0123456789 Accumulation 6.00% 1.00% Zy EUR LU0123456789 Accumulation None 1.00% Distribution Fee (Max) Performance Fee 0.90% None 20% 0.90% 0.20% 20% None 0.90% 0.50% 20% None None None 20% Notes about this table appear on page 7. Prospectus Page 6 of 20 XYZ Investors Fund
  • 44. XYZ Investors European Aggregate Bond Fund Objectives and Investment Policy Designed for Investors who understand the risks of the fund and plan to invest for at least 3 years. Objective To earn income, along with some growth of your investment over time. Portfolio securities The fund invests mainly in EUR-denominated bonds. Most of these are issued by European governments and corporations, but some may be from elsewhere. Specifically, at all times, the fund invests at least two-thirds of its total assets (excluding liquidities) in bonds of governmental, quasigovernmental or corporate issuers that have their registered office, or do most of their business, in Europe. Portfolio reference currency EUR. Benchmark (for performance fee) Barclays European Aggregate Index. Business day Orders to buy, switch and redeem shares are ordinarily processed any day that is a full bank business day in Luxembourg. Main Risks See “Risk Descriptions” for more information. Risks of ordinary market conditions • Credit The fund may invest in credit-linked notes and in asset-backed and mortgage-backed securities. The fund’s derivative investments can be exchange-traded or over-the-counter, and can include futures, options, swap contracts, swaptions, currency forwards, foreign exchange OTC options and credit default swaps. The fund does not invest in stocks or other participation rights, or in convertible securities. • Currency The fund may use derivatives for hedging and for efficient portfolio management, but not directly to seek gains. • Management Investment process Risks of unusual market conditions The investment manager uses its own global analysis to determine the most attractive asset types and geographical regions, then uses analysis of individual issuers to identify the most attractive securities within targeted categories • Counterparty • Hedging • Illiquid securities • Interest rate • Investment fund • Prepayment and extension risk • Default • Derivatives • Focus • Liquidity • Management • Operational Risk management method Absolute VaR. Maximum value at risk 20%. Expected level of leverage (not guaranteed) 220%. One-off charges, taken before or after you invest Charges taken from the fund under specific conditions Annual costs Class Currency ISIN Type of Share Entry Charge (Max) Switching Charge (Max) Exit Charge (Max) Management Fee (Max) A€ EUR LU0123456789 Distribution 5.00% 1.00% None By EUR LU0123456789 Distribution 5.00% 1.00% None Cy EUR LU0123456789 Accumulation 6.00% 1.00% Zy EUR LU0123456789 Accumulation None 1.00% Distribution Fee (Max) Performance Fee 0.90% None 20% 0.90% 0.20% 20% None 0.90% 0.50% 20% None None None 20% Notes about this table appear on page 7. Prospectus Page 6 of 20 XYZ Investors Fund
  • 45. Monthly Report 25 September 2013 XYZ Investors Fund— Emerging Markets Small Cap Fund FUNDS A sub-fund of XYZ Investors Fund SICAV Class A$ ISIN code: LU0414216498 Bloomberg code: UFGTCSB LX Equity Objectives and Investment Policy Risk and Reward Profile 1 2 3 4 Lower risk (not risk-free) Lower potential reward 5 6 7 Higher risk Higher potential reward Fund Basics Inception: 12/05/2009 Index: MSCI Global Emerging Markets Small Cap Index Reference currency: USD Registered countries: BE, LU, FR Available to: All Investors PEA eligible: Yes Valuation: Daily Order deadline: 13:00 CET daily Settlement: J+3 Fee Structure Max entry fee: 5.00% Max exit fee: None Max management fee: 1.70% Objective To increase the value of your investment over time. Portfolio securities The fund invests mainly in stocks of smaller companies in developing or emerging markets, including real estate companies. Investment process The investment manager uses a combination of overall market analysis and its own analysis of individual companies to identify those stocks whose prices do not fully reflect their longterm growth potential. Designed for Investors who understand the risks of the fund and plan to invest for at least 5 years. Performance 3 Months 2012 1 Year 2 Years 3 Years Since Inception 0.68 3.87 18.38 13.08 15.97 15.18 29.92 15.62 32.15 24.56 56.50 34.12 15.92 15.14 Fund Index 1 Month 2.36 2.19 Total Returns (%) 9.11 4.95 6.13 5.42 13.42 8.60 Average Annual Total Returns (%) Fund Index Since Inception 79% Performance fee: 20% of performance above the benchmark Assets as at Report Date Index 40% Share class NAV: USD 155.92 Share class net assets: USD 13.39 Million Fund net assets: USD 116.04 Million Fund 60% 20% Management Management company: XYZ Investors Luxembourg Investment manager: XYZ Investors Global Services Limited Depositary: Stevens Security Services For use by investment professionals only. Read the prospectus (available at www.xyz. com) before investing. There is no guarantee that any fund will meet its objectives or achieve any particular level of future performance. Sources: Stevens Securities Services, accounting data, Bloomberg. 50% 30% 10% 0% -10% May 09 Sept 09 Jan 10 Page 1 of 3 Feb 10 Jun 10 Nov 11 Mar 12 Jul 12 Nov 12 Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Annual Fund Index Fund 2011 Index Fund 2010 Index 8.03 4.04 -2.51 1.54 -0.41 -2.73 6.04 3.90 2.15 2.29 -0.73 -0.47 3.12 -0.38 -1.77 -3.69 8.72 7.33 -0.07 -2.29 3.60 2.88 2.04 -1.39 -3.15 -6.82 0.55 -0.98 -4.73 -5.75 -0.82 4.77 -0.56 -2.92 -0.83 -0.67 4.85 4.06 -1.26 -2.79 2.85 4.94 -1.10 1.86 -8.14 -10.49 2.65 1.58 -1.13 0.85 -7.49 -4.74 6.28 3.35 -0.51 0.78 10.67 7.65 1.82 2.40 2.36 2.19 -3.29 -1.40 -0.13 -1.55 0.76 0.12 -2.04 1.88 4.94 5.34 2012 18.38 13.08 -10.86 -11.34 17.68 8.63 Risk and Performance Metrics 1 Year Monthly Report Oct 10 Jan Fund volatility Index volatility Tracking error Sharpe ratio Information ratio Beta Alpha Recovery The number of days between the max loss and highest post-loss share price. Sharpe ratio A measure of how much risk the fund took to achieve its return. A ratio of 1 indicates equal levels of risk and return. Any ratio greater than 1 means the fund obtained more return than would be expected for the amount of risk it took. Jun 01 Monthly (%) 3 Years 14.11% 18.21% 14.25% 18.53% 7.63% 7.92% 1.07 0.40 0.07 0.54 0.85 0.89 2.76% 4.59% 5 Years – – – – – – – Beta A measure of the sensitivity of the fund’s performance relative to the variation in the performance of its benchmark. Alpha A measure of fund performance over or under the index. The more above 1.00% the alpha, the more value the fund management is adding through its management decisions. 5 Years Best possible return Worst possible return Recovery Best month Worst month % months 0 % months index 66.72% 10/7/09 – 8/10/12 -20.56% 12/1/11 – 4/10/11 139 days on 20/02/12 10.67% 10/11 -8.14% 8/11 48.84% 55.81% Information ratio A measure of over-or underperformance of the fund versus its benchmark given the relative risk involved. Best/worst possible return The return an investor would have earned (not counting any transaction fees) by buying shares at the lowest/ highest point during the period indicated and selling those shares at the highest/lowest point. XYZ Investors Fund— Emerging Markets Small Cap Fund 25 September 2013
  • 46. Managing A Plain Language Project
  • 47. Do:
  • 48. Do: • ensure the support of senior management
  • 49. Do: • ensure the support of senior management • involve all stakeholders
  • 50. Do: • ensure the support of senior management • involve all stakeholders • have a working group and an advisory group
  • 51. Do: • ensure the support of senior management • involve all stakeholders • have a working group and an advisory group • be open to changing business processes
  • 52. Do: • ensure the support of senior management • involve all stakeholders • have a working group and an advisory group • be open to changing business processes • base the budget on a 1-2 year recapture
  • 53. Do: • ensure the support of senior management • involve all stakeholders • have a working group and an advisory group • be open to changing business processes • base the budget on a 1-2 year recapture • start early
  • 54. Do not:
  • 55. Do not: • give a stakeholder sole project control
  • 56. Do not: • give a stakeholder sole project control • let the writers/designers work in isolation
  • 57. Do not: • give a stakeholder sole project control • let the writers/designers work in isolation • ignore seemingly minor constraints
  • 58. Do not: • give a stakeholder sole project control • let the writers/designers work in isolation • ignore seemingly minor constraints • underestimate the complexity of the job
  • 59. Do not: • give a stakeholder sole project control • let the writers/designers work in isolation • ignore seemingly minor constraints • underestimate the complexity of the job • be afraid to diverge from “best practices”
  • 60. What Should You Expect From Plain Language?
  • 61. Lower costs
  • 62. Lower costs PRODUCT FEATURES XYZ Funds – Asia Pacific ex-Japan Equity Fund Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity than non emerging market securities. XYZ Funds – Asia Pacific 2 Strategic Equity Fund than non emerging market securities. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. Movements in currency exchange rates can adversely affect the return of your investment. may be The Sub-Fund concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. Movements in currency exchange rates can adversely affect the return of your investment. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. III. SHARE CLASSES AND MINIMUM INVESTMENT AND HOLDING REQUIREMENTS Share Classes XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A, A, B, C, D, I and X B, C, D, I and X Minimum Initial Subscription Amount Minimum Shareholding Initial Charge Switching charge A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application A Shares: USD 5,000 A Shares: USD 5,000 B Shares: USD 1,000,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 D Shares: USD 5,000 I Shares: USD 10,000,000 I Shares: USD 10,000,000 X Shares: On application X Shares: On application IV. FEES TO BE BORNE BY THE SHAREHOLDERS XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A and D Shares: 5% A and D Shares: 5% Up to 1% Up to 1% 6
  • 63. Lower costs PRODUCT FEATURES XYZ Funds – Asia Pacific ex-Japan Equity Fund Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity than non emerging market securities. XYZ Funds – Asia Pacific 2 Strategic Equity Fund than non emerging market securities. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. Movements in currency exchange rates can adversely affect the return of your investment. may be The Sub-Fund concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. Movements in currency exchange rates can adversely affect the return of your investment. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. III. SHARE CLASSES AND MINIMUM INVESTMENT AND HOLDING REQUIREMENTS Share Classes XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A, A, B, C, D, I and X B, C, D, I and X Minimum Initial Subscription Amount Minimum Shareholding Initial Charge Switching charge A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application A Shares: USD 5,000 A Shares: USD 5,000 B Shares: USD 1,000,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 D Shares: USD 5,000 I Shares: USD 10,000,000 I Shares: USD 10,000,000 X Shares: On application X Shares: On application IV. FEES TO BE BORNE BY THE SHAREHOLDERS XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A and D Shares: 5% A and D Shares: 5% Up to 1% Up to 1% 6 Customer letter
  • 64. Lower costs PRODUCT FEATURES XYZ Funds – Asia Pacific ex-Japan Equity Fund Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity than non emerging market securities. Notice of Fund Merger XYZ Funds – Asia Pacific 2 Strategic Equity Fund than non emerging market securities. Summary This section outlines key information relating to the merger as it concerns you as a shareholder. Further information is contained in the Detailed Fund Comparison that follows as well as in the relevant prospectuses and KIIDs. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. K E Y FA C TS Your sub-fund Merger date • [Both sub-funds have similar investment policies. However, the receiving sub-fund may also Key differences in have exposure to securities issued by emerging markets governments and may also invest a investment policy between your sub-fund significant portion of its assets in agency mortgage-backed securities, asset-backed and the receiving sub-fund securities and covered bonds.] Potential benefits Initial Charge Switching charge A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application • As the merger date approaches, your sub-fund will gradually adjust its portfolio so that it closely matches that of the receiving sub-fund. This may cause your sub-fund to deviate from its investment policy on a temporary basis prior to the merger. • Your sub-fund and the receiving sub-fund are sub-funds of different investment companies that are managed by the same Management Company. Both investment companies qualify as UCITS funds under the EC Directive 2009/65 and will therefore benefit from equivalent investor protections and rights.2 TIM E LIN E 2:30 p.m. CET [MERGER DATE -3BD] 2013 • You may switch out or redeem shares in your sub-fund free of charge before this cut-off time. After this cut-off time, you will not be able to subscribe for, switch or redeem shares in your sub-fund. [MERGER DATE] 2013, after close of business • The merger transaction occurs. All the assets, liabilities and any accrued income in your sub-fund will be transferred to the receiving sub-fund, and your sub-fund will cease to exist. • Your shares are exchanged free of charge for shares in the equivalent share class of the receiving sub-fund, based on the net asset value per share in effect that day for both sub-funds. The value of the shares you own in your sub-fund and the new shares you receive in the receiving sub-fund will be the same but you may receive a different number of shares. [MERGER DATE +1BD] 2013 A Shares: USD 5,000 A Shares: USD 5,000 B Shares: USD 1,000,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 D Shares: USD 5,000 I Shares: USD 10,000,000 I Shares: USD 10,000,000 X Shares: On application X Shares: On application IV. FEES TO BE BORNE BY THE SHAREHOLDERS XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A and D Shares: 5% A and D Shares: 5% Up to 1% • Certain one-time expenses associated with the merger will be borne by your sub-fund. These include costs associated with trading and transferring your sub-fund’s assets. The Management Company will cover all legal, advisory and administrative costs associated with the merger. • On the merger date, and during the two business days before that, you will not be able to subscribe for, switch or redeem shares in your sub-fund. Other considerations III. SHARE CLASSES AND MINIMUM INVESTMENT AND HOLDING REQUIREMENTS Share Classes XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A, A, B, C, D, I and X B, C, D, I and X • [The opportunity to invest in a sub-fund that has the prospect of stronger growth in assets in the future. • Shareholders in certain share classes will benefit from lower fees in the receiving sub-fund following the merger.] Potential drawbacks Movements in currency exchange rates can adversely affect the return of your investment. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. Minimum Shareholding • [To simplify the fund range by combining sub-funds that operate similar investment strategies.] IM P A C T The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application • [ MERGER DATE] 2013 Background and reasons for merger may be The Sub-Fund concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. Minimum Initial Subscription Amount • XYZ Investment Funds — Global Bond Fund (USD) Receiving sub-fund (sub-fund your sub-fund is • XYZ Funds — Aggregate Bond Fund merging into) Movements in currency exchange rates can adversely affect the return of your investment. • As an investor in the receiving sub-fund, you can switch and redeem your new shares and subscribe for additional shares in the receiving sub-fund. Up to 1% 6 2 2nd bullet point is only required for cross-umbrella mergers. Customer letter
  • 65. Lower costs XYZ Funds Société d’Investissement à Capital Variable Registered Office: European Bank and Business Centre, 6 route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg R.C.S. Luxembourg B 8478 Upon implementation of the merger, the issue of shares in the Receiving Sub-Fund in exchange for shares of the Merging Sub-Fund will not be subject to any charge. For information on costs, please refer to Costs of the Merger below. The first dealing day for your new shares in the Receiving Sub-Fund will be [05 August 2013]. «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» 3. COMPARISON OF THE FEATURES OF THE MERGING AND RECEIVING SUB-FUNDS Please refer to Appendix I for a comparison of the Merging Sub-Fund and the Receiving Sub-Fund, including the specific features of individual share classes. Luxembourg, [20 June] 2013 Dear Shareholder, Merger of XYZ Funds – Asia Pacific ex-Japan Equity Fund (the Merging Sub-Fund) into XYZ Funds – Asia Pacific ex-Japan Behavioural Finance Equity Fund (the Receiving Sub-Fund) and change of name of the Receiving Sub-Fund. I am writing to you as a shareholder in the Merging Sub-Fund on behalf of the board of directors (the Board) of XYZ Funds (the Company) to inform you of the merger of the Merging Sub-Fund into the Receiving Sub-Fund, two sub-funds of the Company, and of the change of name of the Receiving Sub-Fund. The merger will be carried out in accordance with the Company’s current prospectus (the “Prospectus”) and articles of incorporation (the “Articles”) and will become effective on [02 August 2013] (the Effective Date). 1. REASON FOR AND ADVANTAGE OF THE MERGER Following significant outflows from the Merging Sub-Fund, the Board has approved the merger with the purpose of offering shareholders of the Merging Sub-Fund the opportunity of investing 1 in a sub-fund that has experienced superior performance historically and that has the prospect of stronger growth in assets in future. 2. TERMS AND PROCEDURE On the Effective Date, the Merging Sub-Fund will transfer all its assets and liabilities to the Receiving Sub-Fund and the Merging Sub-Fund will cease to exist. In consideration of the merger, the Board has resolved that, apart from exceptional circumstances, subscriptions for new shares and switches into the Merging Sub-Fund will not be accepted after 2.30pm CET on [date] (the “Final Subscription Date”). On the Effective Date, you will receive shares of the equivalent share class in the Receiving Sub-Fund based on the net asset value per share of your existing share class and the net asset value per share of the equivalent share class in the Receiving Sub-Fund calculated on the Effective Date. Therefore, the valuation of your holding in shares of the Receiving Sub-Fund will be the same as that of the shares you held in the Merging Sub-Fund on the Effective Date. Shares in the Merging Sub-Fund will be exchanged in accordance with the accounting procedures and the exchange ratio calculated on the Effective Date. On the Effective Date, the Receiving Sub-Fund will change its name to XYZ Funds - Asia Pacific Strategic Equity Fund. There will be no change in the way in which the Receiving Sub-Fund is managed. The fees applicable to the Receiving Sub-Fund may differ from those of the Merging Sub-Fund. Shareholders should refer to Appendix I for further details of the fees applicable to their share class. 4. SHAREHOLDER RIGHTS On the Effective Date, you will receive shares of the equivalent share class in the Receiving Sub-Fund based on the net asset value per share of your existing share class and the net asset value per share of the equivalent share class in the Receiving Sub-Fund calculated on the Effective Date. The specific features of the relevant share classes are set out in Appendix I of this letter. You will continue to benefit from the general safeguards applicable to UCITS as you will remain invested in the same Company. You may also continue to participate and exercise your voting rights at shareholder meetings, request redemption and switching of your shares on any valuation day (as defined in the Prospectus). If, as a consequence of the merger, you wish to redeem or switch your investment in the Merging Sub-Fund, the redemption charge and switch charge that is usually applicable will be waived provided your request is received at the latest by 2.30pm CET on [30 July 2013] (the Latest Redemption Date). Redemption or switch requests received after 2.30pm CET on the Latest Redemption Date will not be accepted. Effective Date. There will be no further rebalancing required in the Receiving Sub-Fund as a result of the merger. Any accrued income in the Merging Sub-Fund at the time of the merger will be included in the calculation of its final net asset value and such accrued income will be accounted for on an ongoing basis after the merger in the net asset value per share calculations in the Receiving Sub-Fund. Any income accrued in the Receiving Sub-Fund prior to the merger will not be affected. 6. COSTS OF THE MERGER All legal, advisory and administrative costs associated with the preparation and the completion of the merger will be borne by the Management Company. Any transaction costs, stamp duty or financial transaction taxes linked to the rebalancing of the Merging Sub-Fund and the transfer of assets as a result of the merger will be borne by the Merging Sub-Fund. APPENDIX I PRODUCT FEATURES Legal Name Valuation Days Past performance is not a guide to future performance. 1 XYZ Funds – Asia Pacific ex-Japan Equity Fund XYZ Funds – Asia Pacific ex-Japan Equity Fund I. OPERATIONAL DETAILS Daily Upon request, copies of the common draft terms of merger, auditor’s merger report, the Prospectus, the latest annual and semi-annual reports and Key Investor Information Documents (“KIID”) may be obtained free of charge at the registered office of the Company. A copy of the relevant KIID of the Receiving Sub-Fund is attached. Please note that this document will only apply from the Effective Date. Investment and Policies You should consult your own professional advisers as to the tax implications of the merger under the laws of the country of your citizenship, nationality, residence, domicile or incorporation. Daily At least 67% of the Sub-Fund’s assets (excluding cash and cash equivalents) will be invested in equity securities of companies that are domiciled in, or carrying out the main part of their economic activity in, an Asia Pacific Basin country (excluding Japan). Yours faithfully, Certain countries in the Asia Pacific Basin may be considered emerging market countries. By order of the Board of Directors Debt securities, cash and cash equivalents may be held on an ancillary basis. All other switch and redemption conditions or restrictions as detailed in the Prospectus still apply. Redemption and switch requests should be sent to XYZ Asset Management (Europe) S.à r.l. (the Management Company) at their registered address: European Bank and Business Centre, 6 route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg. The Sub-Fund may also invest in UCITS and other UCIs. Apart from exceptional circumstances, subscriptions for new shares and switches into the Merging Sub-Fund will not be accepted after 2.30pm CET on the Final Subscription Date. The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. You should consult your own professional advisers as to the tax implications of any switching of your shares into another sub-fund. Such switching may result in a tax charge. The Sub-Fund may use financial derivative instruments for the purposes of hedging and efficient portfolio management. If you are in any doubt as to the action to be taken, you should consult your investment adviser. The Merging Sub-Fund will align its portfolio with the investment policy of the Receiving Sub-Fund before the merger in order to transfer its assets to the Receiving Sub-Fund on the 2 At least 67% of the Sub-Fund’s assets (excluding cash and cash equivalents) will be invested in equity securities of companies that are domiciled in, or carrying out the main part of their economic activity in, an Asia Pacific Basin country (excluding Japan). Certain countries in the Asia Pacific Basin may be considered emerging market countries. Investor Profile This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Because the Sub-Fund is diversified across a number of markets, it may be suitable for investors who are looking for a stand-alone Asia Pacific Basin regional equity ex-Japan investment aimed at producing long-term capital growth. Because the Sub-Fund is invested in equities, and because of the additional individual economic, currency and political risks associated in the Asia Pacific Basin ex-Japan region, the Sub-Fund is suitable for investors with at least a five year investment horizon. Synthetic Risk Reward Indicator and 7 7 The value of your investment may fall as well as rise and you may get back less than you originally invested. is Because the Sub-Fund aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. Debt securities, cash and cash equivalents may be held on an ancillary basis. The value of equity securities may go down as well as up in response to the performance of individual companies and general market conditions. The Sub-Fund may also invest in 4 The value of equity securities may go down as well as up in response to the performance of individual companies and general market conditions. Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity 5 XYZ Funds SICAV Detailed Fund Comparison XYZ Funds SICAV [20 June] 2013 «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» Dear Shareholder, Our records show that you own shares in a sub-fund that is being merged with another sub-fund. This notice provides information you’ll want to know, including the reason for the merger, the date, how it will affect you, and the choices you have. Also attached is the Key Investor Information document that describes the investment you will own if you continue to hold shares after the merger. Your shares will be converted automatically. If you believe, as we do, that the merger is in your best interests as a shareholder, you do not need to take any action. We’ll convert your shares for you, as described in this notice. If you don’t want your shares to convert automatically, you have a number of options, including switching to a different sub-fund or withdrawing your investment. Regardless of which course of action may appeal to you, we recommend that you read this document carefully and that you may consult with your tax and investment advisers before making a final decision. Questions? We’re happy to respond. Please contact your local agent, the Management Company or the registered office of the SICAV (see bottom of page). On behalf of all of us here at XYZ Funds, thank you for investing with us. Notice of Sub-Fund Merger Summary This section outlines the main points of the merger as they concern shareholders. More complete information is contained in the Detailed Fund Comparison that follows and in the prospectus. KEY FACTS Your sub-fund Receiving fund (fund your fund is merging into) Name of combined sub-fund after merger XYZ Funds — Asia Pacific ex-Japan Equity Fund (“Equity Fund”) Merger date Outflows of cash have reduced the size of your sub-fund, threatening its ability to operate cost-effectively. Potential benefits/ advantages • Reductions in annual costs for share classes C, I and X. • Opportunity for seamless transition to a similar investment in the same SICAV (umbrella fund), with comparable voting rights, investor protections, and other benefits common to all sub-funds of the SICAV. • Switching and exit fees waived during a limited period [NOTE: period not defined] • The SICAV covers all legal, advisory and administrative costs associated with the merger. Potential drawbacks • Tax implications — consult your tax adviser to see if they apply in your case. (Note that switching or selling shares may also have tax implications.) • One-time expenses associated with transition. These may include any trading costs, transaction costs, stamp duty or financial transaction taxes of the merger. Significant changes and considerations • As the merger date approaches, your fund will gradually adjust its portfolio so that it closely matches that of the receiving fund. This may increase the effect of certain tax implications and may involve above-average trading costs. Unique to Equity Fund The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. Unique to Behavioural Finance Equity Fund The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Investor Profile Unique to Equity Fund This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Unique to Behavioural Finance Equity Fund This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Risk Factors Unique to Equity Fund Because the Sub-Fund is aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. The Sub-Fund may be concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. Operating and Administration Expenses Equity Fund C: 0.25% I: 0.21% Max X: 0.20% Max Behavioural Finance Equity Fund C: 0.20% I: 0.16% Max X: 0.15% Max Ongoing Charges Equity Fund C: 1.00% I: 0.96% X: 0.20% Behavioural Finance Equity Fund C: 0.95% I: 0.91% X: 0.15% Next Steps TO CONVERT YOUR SHARES AS PART OF THE MERGER 02 August 2013, 2:30 PM CET • Your sub-fund stops accepting orders to buy or switch shares (unless exceptional circumstances apply). If you choose to switch or sell your shares instead of leaving them in place for the automatic conversion, we must receive your order no later than this cut-off time. 02 August 2013, after close of business • The merger transaction occurs and the receiving fund (the fund into which your sub-fund is merging) changes its name. • Your shares are converted to the equivalent value in shares of the receiving sub-fund, based on the share price in effect that day for each sub-fund. 05 August 2013 XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg Investment Objective and Policies IMPACT TIMELINE [individual’s name] For the Board of Directors INVESTMENT OBJECTIVES, POLICIES AND RISKS 02 August 2013 Main reason for merger Yours faithfully, [individual’s signature] This table is based on comparison of the relevant prospectus information for your sub-fund with that of the receiving fund. Any information that is not the same for both sub-funds is listed below. Aside from what is listed here, all significant information about the two sub-funds is parallel. This includes information about the investment manager, valuation days, benchmark, base currency, investment policies and risks, share classes, costs, and minimums. XYZ Funds — Asia Pacific ex-Japan Behavioural Finance Equity Fund (“Behavioural Finance Equity Fund”) XYZ Funds — Asia Pacific Strategic Equity Fund (“Strategic Equity Fund”) • Your new shares are available for switching and selling. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg PRODUCT FEATURES This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Because the Sub-Fund is diversified across a number of markets, it may be suitable for investors who are looking for a stand-alone Asia Pacific Basin ex-Japan regional equity investment aimed at producing long-term capital growth. Because the Sub-Fund is invested in equities, and because of the individual economic, currency and political risks associated in the Asia Pacific Basin ex-Japan region, the Sub-Fund may be suitable for investors with at least a five year investment horizon. The value of your investment may fall as well as rise and you may get back less than you originally invested. Risk Factors The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Applicable from the Effective Date. 3 Pacific The Sub-Fund may use financial derivative instruments for the purposes of hedging and efficient portfolio management. Based on the net asset value for Based on the net asset value for each class of Shares calculated as each class of Shares calculated at each Valuation Days in the as at each Valuation Days in the currency of the relevant Share currency of the relevant Share Class. Class. II. INVESTMENT OBJECTIVES AND POLICIES, AND RELATED RISKS Objective To provide long-term capital To provide long-term capital growth by investing primarily in companies in growth by investing primarily in companies in the Asia Pacific the Asia Pacific Basin (excluding Basin (excluding Japan). Japan). If you have any questions about the merger, please contact your local agent, the Management Company or the registered office of the Company. 2 XYZ Funds – Asia Pacific 2 Strategic Equity Fund XYZ Funds – Asia Pacific Strategic Equity Fund XYZ Funds – Asia 2 Strategic Equity Fund UCITS and other UCIs. The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. Pricing of Shares 7. AVAILABILITY OF DOCUMENTS XYZ Funds – Asia Pacific ex-Japan Equity Fund You are invited to refer to the prospectuses for more information on the respective features of the Merging Sub-Fund and the Receiving Sub-Fund. 5. IMPACT OF THE MERGER 1 PRODUCT FEATURES SCHEDULE OF PRINCIPAL DIFFERENCES BETWEEN THE MERGING SUB-FUND AND THE RECEIVING SUB-FUND Unless stated otherwise, the terms used in this Appendix are as defined in the Prospectus. No action is necessary. All shares that you hold in your sub-fund as of the merger date will automatically convert. TO SWITCH OR SELL (REDEEM) SOME OR ALL OF YOUR SHARES Send redemption and switch requests as you normally do, or directly to the SICAV at the address below. Other than the period when switch and redemption fees are waived, note that all other switch and redemption conditions and restrictions in the prospectus still apply. TO GET MORE INFORMATION Upon request, copies of the common draft terms of merger, auditor’s merger report, the prospectus, the latest annual and semi-annual reports and the Key Investor Information Documents (“KIID”) may be obtained free of charge at the address below. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg XYZ Funds – Asia Pacific ex-Japan Equity Fund Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity than non emerging market securities. XYZ Funds – Asia Pacific 2 Strategic Equity Fund than non emerging market securities. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. PRODUCT FEATURES Redemption Charge A Shares: 0.40% B Shares: 0.25% C Shares: 0.25% D Shares: 0.40% I Shares: 0.21% Max X Shares: 0.20% Max A Shares: 0.40% B Shares: 0.25% C Shares: 0.20% D Shares: 0.40% I Shares: 0.16% Max X Shares: 0.15% Max A Shares: 1.90% B Shares: 1.15% C Shares: 1.00% D Shares: 2.65% I Shares: 0.96% X Shares: 0.20% A Shares: 1.90% B Shares: 1.15% C Shares: 0.95% D Shares: 2.65% I Shares: 0.91% X Shares: 0.15% Not applicable Investment Manager Movements in currency exchange rates can adversely affect the return of your investment. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. A Shares: 1.50% B Shares: 0.90% C Shares: 0.75% D Shares: 2.25% I Shares: 0.75% X Shares: Nil Operating and Administration Expenses Performance Fee The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. JF Asset Management Limited 21st Floor, Chater House, 8 Connaught Road Central, Hong Kong Initial Charge Switching charge A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application Distributions (dist) Share Classes are eligible for annual dividends but normally will be reinvested. (dist) Share Classes are eligible for annual dividends but normally will be reinvested. (acc) Share Classes are accumulation Share Classes and in principle, no distributions will be made. Instead, the income due to them will be rolled up to enhance the value of the relevant shares. MSCI All Country Asia Pacific ex Japan Index (Total Return Net) (acc) Share Classes are accumulation Share Classes and in principle, no distributions will be made. Instead, the income due to them will be rolled up to enhance the value of the relevant shares. US Dollar (USD) A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application A Shares: USD 5,000 A Shares: USD 5,000 B Shares: USD 1,000,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 D Shares: USD 5,000 I Shares: USD 10,000,000 I Shares: USD 10,000,000 X Shares: On application X Shares: On application IV. FEES TO BE BORNE BY THE SHAREHOLDERS XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A and D Shares: 5% A and D Shares: 5% Up to 1% Up to 1% 6 US Dollar (USD) Not applicable VI. INVESTMENT MANAGER III. SHARE CLASSES AND MINIMUM INVESTMENT AND HOLDING REQUIREMENTS Share Classes XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A, A, B, C, D, I and X B, C, D, I and X Minimum Shareholding XYZ Funds – Asia Pacific 2 Strategic Equity Fund JPM Asia Pacific Strategic Equity A and D Shares: 0.50% A Shares: 1.50% B Shares: 0.90% C Shares: 0.75% D Shares: 2.25% I Shares: 0.75% X Shares: Nil Ongoing Charges Movements in currency exchange rates can adversely affect the return of your investment. may be The Sub-Fund concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. Minimum Initial Subscription Amount XYZ Funds – Asia Pacific ex-Japan Equity Fund XYZ Asia Pacific ex-Japan Equity A and D Shares: 0.50% V. FEES PAID OUT OF THE FUND ASSETS Annual Management Charge JF Asset Management Limited 21st Floor, Chater House, 8 Connaught Road Central, Hong Kong VII. OTHER INFORMATION Benchmark Base currency 7 MSCI All Country Asia Pacific ex Japan Index (Total Return Net)
  • 66. Lower costs XYZ Funds Société d’Investissement à Capital Variable Registered Office: European Bank and Business Centre, 6 route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg R.C.S. Luxembourg B 8478 Upon implementation of the merger, the issue of shares in the Receiving Sub-Fund in exchange for shares of the Merging Sub-Fund will not be subject to any charge. For information on costs, please refer to Costs of the Merger below. The first dealing day for your new shares in the Receiving Sub-Fund will be [05 August 2013]. «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» 3. COMPARISON OF THE FEATURES OF THE MERGING AND RECEIVING SUB-FUNDS Please refer to Appendix I for a comparison of the Merging Sub-Fund and the Receiving Sub-Fund, including the specific features of individual share classes. Luxembourg, [20 June] 2013 Dear Shareholder, Merger of XYZ Funds – Asia Pacific ex-Japan Equity Fund (the Merging Sub-Fund) into XYZ Funds – Asia Pacific ex-Japan Behavioural Finance Equity Fund (the Receiving Sub-Fund) and change of name of the Receiving Sub-Fund. I am writing to you as a shareholder in the Merging Sub-Fund on behalf of the board of directors (the Board) of XYZ Funds (the Company) to inform you of the merger of the Merging Sub-Fund into the Receiving Sub-Fund, two sub-funds of the Company, and of the change of name of the Receiving Sub-Fund. The merger will be carried out in accordance with the Company’s current prospectus (the “Prospectus”) and articles of incorporation (the “Articles”) and will become effective on [02 August 2013] (the Effective Date). 1. REASON FOR AND ADVANTAGE OF THE MERGER Following significant outflows from the Merging Sub-Fund, the Board has approved the merger with the purpose of offering shareholders of the Merging Sub-Fund the opportunity of investing 1 in a sub-fund that has experienced superior performance historically and that has the prospect of stronger growth in assets in future. 2. TERMS AND PROCEDURE On the Effective Date, the Merging Sub-Fund will transfer all its assets and liabilities to the Receiving Sub-Fund and the Merging Sub-Fund will cease to exist. In consideration of the merger, the Board has resolved that, apart from exceptional circumstances, subscriptions for new shares and switches into the Merging Sub-Fund will not be accepted after 2.30pm CET on [date] (the “Final Subscription Date”). On the Effective Date, you will receive shares of the equivalent share class in the Receiving Sub-Fund based on the net asset value per share of your existing share class and the net asset value per share of the equivalent share class in the Receiving Sub-Fund calculated on the Effective Date. Therefore, the valuation of your holding in shares of the Receiving Sub-Fund will be the same as that of the shares you held in the Merging Sub-Fund on the Effective Date. Shares in the Merging Sub-Fund will be exchanged in accordance with the accounting procedures and the exchange ratio calculated on the Effective Date. On the Effective Date, the Receiving Sub-Fund will change its name to XYZ Funds - Asia Pacific Strategic Equity Fund. There will be no change in the way in which the Receiving Sub-Fund is managed. The fees applicable to the Receiving Sub-Fund may differ from those of the Merging Sub-Fund. Shareholders should refer to Appendix I for further details of the fees applicable to their share class. 4. SHAREHOLDER RIGHTS On the Effective Date, you will receive shares of the equivalent share class in the Receiving Sub-Fund based on the net asset value per share of your existing share class and the net asset value per share of the equivalent share class in the Receiving Sub-Fund calculated on the Effective Date. The specific features of the relevant share classes are set out in Appendix I of this letter. You will continue to benefit from the general safeguards applicable to UCITS as you will remain invested in the same Company. You may also continue to participate and exercise your voting rights at shareholder meetings, request redemption and switching of your shares on any valuation day (as defined in the Prospectus). If, as a consequence of the merger, you wish to redeem or switch your investment in the Merging Sub-Fund, the redemption charge and switch charge that is usually applicable will be waived provided your request is received at the latest by 2.30pm CET on [30 July 2013] (the Latest Redemption Date). Redemption or switch requests received after 2.30pm CET on the Latest Redemption Date will not be accepted. Effective Date. There will be no further rebalancing required in the Receiving Sub-Fund as a result of the merger. Any accrued income in the Merging Sub-Fund at the time of the merger will be included in the calculation of its final net asset value and such accrued income will be accounted for on an ongoing basis after the merger in the net asset value per share calculations in the Receiving Sub-Fund. Any income accrued in the Receiving Sub-Fund prior to the merger will not be affected. 6. COSTS OF THE MERGER All legal, advisory and administrative costs associated with the preparation and the completion of the merger will be borne by the Management Company. Any transaction costs, stamp duty or financial transaction taxes linked to the rebalancing of the Merging Sub-Fund and the transfer of assets as a result of the merger will be borne by the Merging Sub-Fund. APPENDIX I PRODUCT FEATURES Legal Name Valuation Days Past performance is not a guide to future performance. 1 XYZ Funds – Asia Pacific ex-Japan Equity Fund XYZ Funds – Asia Pacific ex-Japan Equity Fund I. OPERATIONAL DETAILS Daily Upon request, copies of the common draft terms of merger, auditor’s merger report, the Prospectus, the latest annual and semi-annual reports and Key Investor Information Documents (“KIID”) may be obtained free of charge at the registered office of the Company. A copy of the relevant KIID of the Receiving Sub-Fund is attached. Please note that this document will only apply from the Effective Date. Investment and Policies You should consult your own professional advisers as to the tax implications of the merger under the laws of the country of your citizenship, nationality, residence, domicile or incorporation. Daily At least 67% of the Sub-Fund’s assets (excluding cash and cash equivalents) will be invested in equity securities of companies that are domiciled in, or carrying out the main part of their economic activity in, an Asia Pacific Basin country (excluding Japan). Yours faithfully, Certain countries in the Asia Pacific Basin may be considered emerging market countries. By order of the Board of Directors Debt securities, cash and cash equivalents may be held on an ancillary basis. All other switch and redemption conditions or restrictions as detailed in the Prospectus still apply. Redemption and switch requests should be sent to XYZ Asset Management (Europe) S.à r.l. (the Management Company) at their registered address: European Bank and Business Centre, 6 route de Trèves, L-2633 Senningerberg, Grand Duchy of Luxembourg. The Sub-Fund may also invest in UCITS and other UCIs. Apart from exceptional circumstances, subscriptions for new shares and switches into the Merging Sub-Fund will not be accepted after 2.30pm CET on the Final Subscription Date. The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. You should consult your own professional advisers as to the tax implications of any switching of your shares into another sub-fund. Such switching may result in a tax charge. The Sub-Fund may use financial derivative instruments for the purposes of hedging and efficient portfolio management. If you are in any doubt as to the action to be taken, you should consult your investment adviser. The Merging Sub-Fund will align its portfolio with the investment policy of the Receiving Sub-Fund before the merger in order to transfer its assets to the Receiving Sub-Fund on the 2 At least 67% of the Sub-Fund’s assets (excluding cash and cash equivalents) will be invested in equity securities of companies that are domiciled in, or carrying out the main part of their economic activity in, an Asia Pacific Basin country (excluding Japan). Certain countries in the Asia Pacific Basin may be considered emerging market countries. Investor Profile This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Because the Sub-Fund is diversified across a number of markets, it may be suitable for investors who are looking for a stand-alone Asia Pacific Basin regional equity ex-Japan investment aimed at producing long-term capital growth. Because the Sub-Fund is invested in equities, and because of the additional individual economic, currency and political risks associated in the Asia Pacific Basin ex-Japan region, the Sub-Fund is suitable for investors with at least a five year investment horizon. Synthetic Risk Reward Indicator and 7 7 The value of your investment may fall as well as rise and you may get back less than you originally invested. is Because the Sub-Fund aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. Debt securities, cash and cash equivalents may be held on an ancillary basis. The value of equity securities may go down as well as up in response to the performance of individual companies and general market conditions. The Sub-Fund may also invest in 4 The value of equity securities may go down as well as up in response to the performance of individual companies and general market conditions. Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity 5 XYZ Funds SICAV Detailed Fund Comparison XYZ Funds SICAV Notice of Sub-Fund Merger [20 June] 2013 «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» Summary This section outlines the main points of the merger as they concern shareholders. More complete information is contained in the Detailed Fund Comparison that follows and in the prospectus. KEY FACTS Your sub-fund Dear Shareholder, Our records show that you own shares in a sub-fund that is being merged with another sub-fund. This notice provides information you’ll want to know, including the reason for the merger, the date, how it will affect you, and the choices you have. Also attached is the Key Investor Information document that describes the investment you will own if you continue to hold shares after the merger. Your shares will be converted automatically. If you believe, as we do, that the merger is in your best interests as a shareholder, you do not need to take any action. We’ll convert your shares for you, as described in this notice. If you don’t want your shares to convert automatically, you have a number of options, including switching to a different sub-fund or withdrawing your investment. Regardless of which course of action may appeal to you, we recommend that you read this document carefully and that you may consult with your tax and investment advisers before making a final decision. Questions? We’re happy to respond. Please contact your local agent, the Management Company or the registered office of the SICAV (see bottom of page). On behalf of all of us here at XYZ Funds, thank you for investing with us. Receiving fund (fund your fund is merging into) Name of combined sub-fund after merger XYZ Funds — Asia Pacific ex-Japan Equity Fund (“Equity Fund”) This table is based on comparison of the relevant prospectus information for your sub-fund with that of the receiving fund. Any information that is not the same for both sub-funds is listed below. Aside from what is listed here, all significant information about the two sub-funds is parallel. This includes information about the investment manager, valuation days, benchmark, base currency, investment policies and risks, share classes, costs, and minimums. INVESTMENT OBJECTIVES, POLICIES AND RISKS Investment Objective and Policies XYZ Funds — Asia Pacific ex-Japan Behavioural Finance Equity Fund (“Behavioural Finance Equity Fund”) XYZ Funds — Asia Pacific Strategic Equity Fund (“Strategic Equity Fund”) Merger date Outflows of cash have reduced the size of your sub-fund, threatening its ability to operate cost-effectively. Unique to Equity Fund This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Unique to Behavioural Finance Equity Fund This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Risk Factors Unique to Equity Fund Because the Sub-Fund is aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. The Sub-Fund may be concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. IMPACT Potential benefits/ advantages • Reductions in annual costs for share classes C, I and X. • Opportunity for seamless transition to a similar investment in the same SICAV (umbrella fund), with comparable voting rights, investor protections, and other benefits common to all sub-funds of the SICAV. • Switching and exit fees waived during a limited period [NOTE: period not defined] • The SICAV covers all legal, advisory and administrative costs associated with the merger. Potential drawbacks • Tax implications — consult your tax adviser to see if they apply in your case. (Note that switching or selling shares may also have tax implications.) • One-time expenses associated with transition. These may include any trading costs, transaction costs, stamp duty or financial transaction taxes of the merger. Significant changes and considerations • As the merger date approaches, your fund will gradually adjust its portfolio so that it closely matches that of the receiving fund. This may increase the effect of certain tax implications and may involve above-average trading costs. Yours faithfully, Unique to Equity Fund The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. Unique to Behavioural Finance Equity Fund The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Investor Profile 02 August 2013 Main reason for merger Operating and Administration Expenses Equity Fund C: 0.25% I: 0.21% Max X: 0.20% Max Behavioural Finance Equity Fund C: 0.20% I: 0.16% Max X: 0.15% Max Ongoing Charges Equity Fund C: 1.00% I: 0.96% X: 0.20% Behavioural Finance Equity Fund C: 0.95% I: 0.91% X: 0.15% Next Steps TO CONVERT YOUR SHARES AS PART OF THE MERGER TIMELINE 02 August 2013, 2:30 PM CET XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg • The merger transaction occurs and the receiving fund (the fund into which your sub-fund is merging) changes its name. • Your shares are converted to the equivalent value in shares of the receiving sub-fund, based on the share price in effect that day for each sub-fund. 05 August 2013 [individual’s name] For the Board of Directors • Your sub-fund stops accepting orders to buy or switch shares (unless exceptional circumstances apply). If you choose to switch or sell your shares instead of leaving them in place for the automatic conversion, we must receive your order no later than this cut-off time. 02 August 2013, after close of business [individual’s signature] • Your new shares are available for switching and selling. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg PRODUCT FEATURES This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Because the Sub-Fund is diversified across a number of markets, it may be suitable for investors who are looking for a stand-alone Asia Pacific Basin ex-Japan regional equity investment aimed at producing long-term capital growth. Because the Sub-Fund is invested in equities, and because of the individual economic, currency and political risks associated in the Asia Pacific Basin ex-Japan region, the Sub-Fund may be suitable for investors with at least a five year investment horizon. The value of your investment may fall as well as rise and you may get back less than you originally invested. Risk Factors The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Applicable from the Effective Date. 3 Pacific The Sub-Fund may use financial derivative instruments for the purposes of hedging and efficient portfolio management. Based on the net asset value for Based on the net asset value for each class of Shares calculated as each class of Shares calculated at each Valuation Days in the as at each Valuation Days in the currency of the relevant Share currency of the relevant Share Class. Class. II. INVESTMENT OBJECTIVES AND POLICIES, AND RELATED RISKS Objective To provide long-term capital To provide long-term capital growth by investing primarily in companies in growth by investing primarily in companies in the Asia Pacific the Asia Pacific Basin (excluding Basin (excluding Japan). Japan). If you have any questions about the merger, please contact your local agent, the Management Company or the registered office of the Company. 2 XYZ Funds – Asia Pacific 2 Strategic Equity Fund XYZ Funds – Asia Pacific Strategic Equity Fund XYZ Funds – Asia 2 Strategic Equity Fund UCITS and other UCIs. The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. Pricing of Shares 7. AVAILABILITY OF DOCUMENTS XYZ Funds – Asia Pacific ex-Japan Equity Fund You are invited to refer to the prospectuses for more information on the respective features of the Merging Sub-Fund and the Receiving Sub-Fund. 5. IMPACT OF THE MERGER 1 PRODUCT FEATURES SCHEDULE OF PRINCIPAL DIFFERENCES BETWEEN THE MERGING SUB-FUND AND THE RECEIVING SUB-FUND Unless stated otherwise, the terms used in this Appendix are as defined in the Prospectus. No action is necessary. All shares that you hold in your sub-fund as of the merger date will automatically convert. TO SWITCH OR SELL (REDEEM) SOME OR ALL OF YOUR SHARES Send redemption and switch requests as you normally do, or directly to the SICAV at the address below. Other than the period when switch and redemption fees are waived, note that all other switch and redemption conditions and restrictions in the prospectus still apply. TO GET MORE INFORMATION Upon request, copies of the common draft terms of merger, auditor’s merger report, the prospectus, the latest annual and semi-annual reports and the Key Investor Information Documents (“KIID”) may be obtained free of charge at the address below. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg 7 pages 3 pages XYZ Funds – Asia Pacific ex-Japan Equity Fund Emerging markets may be subject to increased political, regulatory and economic instability, less developed custody and settlement practices, poor transparency and greater financial risks. Emerging market currencies may be subject to volatile price movements. Emerging market securities may also be subject to higher volatility and lower liquidity than non emerging market securities. XYZ Funds – Asia Pacific 2 Strategic Equity Fund than non emerging market securities. The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. PRODUCT FEATURES Redemption Charge A Shares: 0.40% B Shares: 0.25% C Shares: 0.25% D Shares: 0.40% I Shares: 0.21% Max X Shares: 0.20% Max A Shares: 0.40% B Shares: 0.25% C Shares: 0.20% D Shares: 0.40% I Shares: 0.16% Max X Shares: 0.15% Max A Shares: 1.90% B Shares: 1.15% C Shares: 1.00% D Shares: 2.65% I Shares: 0.96% X Shares: 0.20% A Shares: 1.90% B Shares: 1.15% C Shares: 0.95% D Shares: 2.65% I Shares: 0.91% X Shares: 0.15% Not applicable Investment Manager Movements in currency exchange rates can adversely affect the return of your investment. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. A Shares: 1.50% B Shares: 0.90% C Shares: 0.75% D Shares: 2.25% I Shares: 0.75% X Shares: Nil Operating and Administration Expenses Performance Fee The Sub-Fund may invest in securities of smaller companies which may be less liquid, more volatile and tend to carry greater financial risk than securities of larger companies. JF Asset Management Limited 21st Floor, Chater House, 8 Connaught Road Central, Hong Kong Initial Charge Switching charge A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application Distributions (dist) Share Classes are eligible for annual dividends but normally will be reinvested. (dist) Share Classes are eligible for annual dividends but normally will be reinvested. (acc) Share Classes are accumulation Share Classes and in principle, no distributions will be made. Instead, the income due to them will be rolled up to enhance the value of the relevant shares. MSCI All Country Asia Pacific ex Japan Index (Total Return Net) (acc) Share Classes are accumulation Share Classes and in principle, no distributions will be made. Instead, the income due to them will be rolled up to enhance the value of the relevant shares. US Dollar (USD) A Shares: USD 35,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 I Shares: USD 10,000,000 X Shares: On application A Shares: USD 5,000 A Shares: USD 5,000 B Shares: USD 1,000,000 B Shares: USD 1,000,000 C Shares: USD 10,000,000 C Shares: USD 10,000,000 D Shares: USD 5,000 D Shares: USD 5,000 I Shares: USD 10,000,000 I Shares: USD 10,000,000 X Shares: On application X Shares: On application IV. FEES TO BE BORNE BY THE SHAREHOLDERS XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A and D Shares: 5% A and D Shares: 5% Up to 1% Up to 1% 6 US Dollar (USD) Not applicable VI. INVESTMENT MANAGER III. SHARE CLASSES AND MINIMUM INVESTMENT AND HOLDING REQUIREMENTS Share Classes XYZ Asia Pacific ex-Japan Equity JPM Asia Pacific Strategic Equity A, A, B, C, D, I and X B, C, D, I and X Minimum Shareholding XYZ Funds – Asia Pacific 2 Strategic Equity Fund JPM Asia Pacific Strategic Equity A and D Shares: 0.50% A Shares: 1.50% B Shares: 0.90% C Shares: 0.75% D Shares: 2.25% I Shares: 0.75% X Shares: Nil Ongoing Charges Movements in currency exchange rates can adversely affect the return of your investment. may be The Sub-Fund concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. Minimum Initial Subscription Amount XYZ Funds – Asia Pacific ex-Japan Equity Fund XYZ Asia Pacific ex-Japan Equity A and D Shares: 0.50% V. FEES PAID OUT OF THE FUND ASSETS Annual Management Charge JF Asset Management Limited 21st Floor, Chater House, 8 Connaught Road Central, Hong Kong VII. OTHER INFORMATION Benchmark Base currency 7 MSCI All Country Asia Pacific ex Japan Index (Total Return Net)
  • 67. Lower costs XYZ Funds SICAV Detailed Fund Comparison XYZ Funds SICAV Notice of Sub-Fund Merger [20 June] 2013 «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» Summary This section outlines the main points of the merger as they concern shareholders. More complete information is contained in the Detailed Fund Comparison that follows and in the prospectus. KEY FACTS Your sub-fund Dear Shareholder, Our records show that you own shares in a sub-fund that is being merged with another sub-fund. This notice provides information you’ll want to know, including the reason for the merger, the date, how it will affect you, and the choices you have. Also attached is the Key Investor Information document that describes the investment you will own if you continue to hold shares after the merger. Your shares will be converted automatically. If you believe, as we do, that the merger is in your best interests as a shareholder, you do not need to take any action. We’ll convert your shares for you, as described in this notice. If you don’t want your shares to convert automatically, you have a number of options, including switching to a different sub-fund or withdrawing your investment. Regardless of which course of action may appeal to you, we recommend that you read this document carefully and that you may consult with your tax and investment advisers before making a final decision. Questions? We’re happy to respond. Please contact your local agent, the Management Company or the registered office of the SICAV (see bottom of page). On behalf of all of us here at XYZ Funds, thank you for investing with us. Receiving fund (fund your fund is merging into) Name of combined sub-fund after merger XYZ Funds — Asia Pacific ex-Japan Equity Fund (“Equity Fund”) This table is based on comparison of the relevant prospectus information for your sub-fund with that of the receiving fund. Any information that is not the same for both sub-funds is listed below. Aside from what is listed here, all significant information about the two sub-funds is parallel. This includes information about the investment manager, valuation days, benchmark, base currency, investment policies and risks, share classes, costs, and minimums. INVESTMENT OBJECTIVES, POLICIES AND RISKS Investment Objective and Policies XYZ Funds — Asia Pacific ex-Japan Behavioural Finance Equity Fund (“Behavioural Finance Equity Fund”) XYZ Funds — Asia Pacific Strategic Equity Fund (“Strategic Equity Fund”) Merger date Outflows of cash have reduced the size of your sub-fund, threatening its ability to operate cost-effectively. Unique to Equity Fund This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Unique to Behavioural Finance Equity Fund This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Risk Factors Unique to Equity Fund Because the Sub-Fund is aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. The Sub-Fund may be concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. 02 August 2013 Main reason for merger IMPACT Potential benefits/ advantages • Reductions in annual costs for share classes C, I and X. • Opportunity for seamless transition to a similar investment in the same SICAV (umbrella fund), with comparable voting rights, investor protections, and other benefits common to all sub-funds of the SICAV. • Switching and exit fees waived during a limited period [NOTE: period not defined] • The SICAV covers all legal, advisory and administrative costs associated with the merger. Potential drawbacks • Tax implications — consult your tax adviser to see if they apply in your case. (Note that switching or selling shares may also have tax implications.) • One-time expenses associated with transition. These may include any trading costs, transaction costs, stamp duty or financial transaction taxes of the merger. Significant changes and considerations • As the merger date approaches, your fund will gradually adjust its portfolio so that it closely matches that of the receiving fund. This may increase the effect of certain tax implications and may involve above-average trading costs. Yours faithfully, Unique to Equity Fund The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. Unique to Behavioural Finance Equity Fund The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Investor Profile Operating and Administration Expenses Equity Fund C: 0.25% I: 0.21% Max X: 0.20% Max Behavioural Finance Equity Fund C: 0.20% I: 0.16% Max X: 0.15% Max Ongoing Charges Equity Fund C: 1.00% I: 0.96% X: 0.20% Behavioural Finance Equity Fund C: 0.95% I: 0.91% X: 0.15% Next Steps TO CONVERT YOUR SHARES AS PART OF THE MERGER TIMELINE 02 August 2013, 2:30 PM CET For the Board of Directors XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg • The merger transaction occurs and the receiving fund (the fund into which your sub-fund is merging) changes its name. • Your shares are converted to the equivalent value in shares of the receiving sub-fund, based on the share price in effect that day for each sub-fund. 05 August 2013 [individual’s name] • Your sub-fund stops accepting orders to buy or switch shares (unless exceptional circumstances apply). If you choose to switch or sell your shares instead of leaving them in place for the automatic conversion, we must receive your order no later than this cut-off time. 02 August 2013, after close of business [individual’s signature] • Your new shares are available for switching and selling. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg No action is necessary. All shares that you hold in your sub-fund as of the merger date will automatically convert. TO SWITCH OR SELL (REDEEM) SOME OR ALL OF YOUR SHARES Send redemption and switch requests as you normally do, or directly to the SICAV at the address below. Other than the period when switch and redemption fees are waived, note that all other switch and redemption conditions and restrictions in the prospectus still apply. TO GET MORE INFORMATION Upon request, copies of the common draft terms of merger, auditor’s merger report, the prospectus, the latest annual and semi-annual reports and the Key Investor Information Documents (“KIID”) may be obtained free of charge at the address below. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg 7 pages 3 pages
  • 68. Lower costs XYZ Funds SICAV Detailed Fund Comparison XYZ Funds SICAV Notice of Sub-Fund Merger [20 June] 2013 «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» Summary This section outlines the main points of the merger as they concern shareholders. More complete information is contained in the Detailed Fund Comparison that follows and in the prospectus. KEY FACTS Your sub-fund Dear Shareholder, Our records show that you own shares in a sub-fund that is being merged with another sub-fund. This notice provides information you’ll want to know, including the reason for the merger, the date, how it will affect you, and the choices you have. Also attached is the Key Investor Information document that describes the investment you will own if you continue to hold shares after the merger. Your shares will be converted automatically. If you believe, as we do, that the merger is in your best interests as a shareholder, you do not need to take any action. We’ll convert your shares for you, as described in this notice. If you don’t want your shares to convert automatically, you have a number of options, including switching to a different sub-fund or withdrawing your investment. Regardless of which course of action may appeal to you, we recommend that you read this document carefully and that you may consult with your tax and investment advisers before making a final decision. Questions? We’re happy to respond. Please contact your local agent, the Management Company or the registered office of the SICAV (see bottom of page). On behalf of all of us here at XYZ Funds, thank you for investing with us. Receiving fund (fund your fund is merging into) Name of combined sub-fund after merger XYZ Funds — Asia Pacific ex-Japan Equity Fund (“Equity Fund”) This table is based on comparison of the relevant prospectus information for your sub-fund with that of the receiving fund. Any information that is not the same for both sub-funds is listed below. Aside from what is listed here, all significant information about the two sub-funds is parallel. This includes information about the investment manager, valuation days, benchmark, base currency, investment policies and risks, share classes, costs, and minimums. INVESTMENT OBJECTIVES, POLICIES AND RISKS Investment Objective and Policies XYZ Funds — Asia Pacific ex-Japan Behavioural Finance Equity Fund (“Behavioural Finance Equity Fund”) XYZ Funds — Asia Pacific Strategic Equity Fund (“Strategic Equity Fund”) Merger date Outflows of cash have reduced the size of your sub-fund, threatening its ability to operate cost-effectively. Unique to Equity Fund This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Unique to Behavioural Finance Equity Fund This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Risk Factors Unique to Equity Fund Because the Sub-Fund is aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. The Sub-Fund may be concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. 02 August 2013 Main reason for merger IMPACT Potential benefits/ advantages • Reductions in annual costs for share classes C, I and X. • Opportunity for seamless transition to a similar investment in the same SICAV (umbrella fund), with comparable voting rights, investor protections, and other benefits common to all sub-funds of the SICAV. • Switching and exit fees waived during a limited period [NOTE: period not defined] • The SICAV covers all legal, advisory and administrative costs associated with the merger. Potential drawbacks • Tax implications — consult your tax adviser to see if they apply in your case. (Note that switching or selling shares may also have tax implications.) • One-time expenses associated with transition. These may include any trading costs, transaction costs, stamp duty or financial transaction taxes of the merger. Significant changes and considerations • As the merger date approaches, your fund will gradually adjust its portfolio so that it closely matches that of the receiving fund. This may increase the effect of certain tax implications and may involve above-average trading costs. Yours faithfully, Unique to Equity Fund The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. Unique to Behavioural Finance Equity Fund The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Investor Profile Operating and Administration Expenses Equity Fund C: 0.25% I: 0.21% Max X: 0.20% Max Behavioural Finance Equity Fund C: 0.20% I: 0.16% Max X: 0.15% Max Ongoing Charges Equity Fund C: 1.00% I: 0.96% X: 0.20% Behavioural Finance Equity Fund C: 0.95% I: 0.91% X: 0.15% Next Steps TO CONVERT YOUR SHARES AS PART OF THE MERGER TIMELINE 02 August 2013, 2:30 PM CET For the Board of Directors XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg • The merger transaction occurs and the receiving fund (the fund into which your sub-fund is merging) changes its name. • Your shares are converted to the equivalent value in shares of the receiving sub-fund, based on the share price in effect that day for each sub-fund. 05 August 2013 [individual’s name] • Your sub-fund stops accepting orders to buy or switch shares (unless exceptional circumstances apply). If you choose to switch or sell your shares instead of leaving them in place for the automatic conversion, we must receive your order no later than this cut-off time. 02 August 2013, after close of business [individual’s signature] • Your new shares are available for switching and selling. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg No action is necessary. All shares that you hold in your sub-fund as of the merger date will automatically convert. TO SWITCH OR SELL (REDEEM) SOME OR ALL OF YOUR SHARES Send redemption and switch requests as you normally do, or directly to the SICAV at the address below. Other than the period when switch and redemption fees are waived, note that all other switch and redemption conditions and restrictions in the prospectus still apply. TO GET MORE INFORMATION Upon request, copies of the common draft terms of merger, auditor’s merger report, the prospectus, the latest annual and semi-annual reports and the Key Investor Information Documents (“KIID”) may be obtained free of charge at the address below. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg Translation, printing, mailing savings: EUR19,600 7 pages 3 pages
  • 69. Lower costs XYZ Funds SICAV Detailed Fund Comparison XYZ Funds SICAV Notice of Sub-Fund Merger [20 June] 2013 «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» Summary This section outlines the main points of the merger as they concern shareholders. More complete information is contained in the Detailed Fund Comparison that follows and in the prospectus. KEY FACTS Your sub-fund Dear Shareholder, Our records show that you own shares in a sub-fund that is being merged with another sub-fund. This notice provides information you’ll want to know, including the reason for the merger, the date, how it will affect you, and the choices you have. Also attached is the Key Investor Information document that describes the investment you will own if you continue to hold shares after the merger. Your shares will be converted automatically. If you believe, as we do, that the merger is in your best interests as a shareholder, you do not need to take any action. We’ll convert your shares for you, as described in this notice. If you don’t want your shares to convert automatically, you have a number of options, including switching to a different sub-fund or withdrawing your investment. Regardless of which course of action may appeal to you, we recommend that you read this document carefully and that you may consult with your tax and investment advisers before making a final decision. Questions? We’re happy to respond. Please contact your local agent, the Management Company or the registered office of the SICAV (see bottom of page). On behalf of all of us here at XYZ Funds, thank you for investing with us. Receiving fund (fund your fund is merging into) Name of combined sub-fund after merger XYZ Funds — Asia Pacific ex-Japan Equity Fund (“Equity Fund”) This table is based on comparison of the relevant prospectus information for your sub-fund with that of the receiving fund. Any information that is not the same for both sub-funds is listed below. Aside from what is listed here, all significant information about the two sub-funds is parallel. This includes information about the investment manager, valuation days, benchmark, base currency, investment policies and risks, share classes, costs, and minimums. INVESTMENT OBJECTIVES, POLICIES AND RISKS Investment Objective and Policies XYZ Funds — Asia Pacific ex-Japan Behavioural Finance Equity Fund (“Behavioural Finance Equity Fund”) XYZ Funds — Asia Pacific Strategic Equity Fund (“Strategic Equity Fund”) Merger date Outflows of cash have reduced the size of your sub-fund, threatening its ability to operate cost-effectively. Unique to Equity Fund This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Unique to Behavioural Finance Equity Fund This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Risk Factors Unique to Equity Fund Because the Sub-Fund is aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. The Sub-Fund may be concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. 02 August 2013 Main reason for merger IMPACT Potential benefits/ advantages • Reductions in annual costs for share classes C, I and X. • Opportunity for seamless transition to a similar investment in the same SICAV (umbrella fund), with comparable voting rights, investor protections, and other benefits common to all sub-funds of the SICAV. • Switching and exit fees waived during a limited period [NOTE: period not defined] • The SICAV covers all legal, advisory and administrative costs associated with the merger. Potential drawbacks • Tax implications — consult your tax adviser to see if they apply in your case. (Note that switching or selling shares may also have tax implications.) • One-time expenses associated with transition. These may include any trading costs, transaction costs, stamp duty or financial transaction taxes of the merger. Significant changes and considerations • As the merger date approaches, your fund will gradually adjust its portfolio so that it closely matches that of the receiving fund. This may increase the effect of certain tax implications and may involve above-average trading costs. Yours faithfully, Unique to Equity Fund The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. Unique to Behavioural Finance Equity Fund The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Investor Profile Operating and Administration Expenses Equity Fund C: 0.25% I: 0.21% Max X: 0.20% Max Behavioural Finance Equity Fund C: 0.20% I: 0.16% Max X: 0.15% Max Ongoing Charges Equity Fund C: 1.00% I: 0.96% X: 0.20% Behavioural Finance Equity Fund C: 0.95% I: 0.91% X: 0.15% Next Steps TO CONVERT YOUR SHARES AS PART OF THE MERGER TIMELINE 02 August 2013, 2:30 PM CET For the Board of Directors XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg • The merger transaction occurs and the receiving fund (the fund into which your sub-fund is merging) changes its name. • Your shares are converted to the equivalent value in shares of the receiving sub-fund, based on the share price in effect that day for each sub-fund. 05 August 2013 [individual’s name] • Your sub-fund stops accepting orders to buy or switch shares (unless exceptional circumstances apply). If you choose to switch or sell your shares instead of leaving them in place for the automatic conversion, we must receive your order no later than this cut-off time. 02 August 2013, after close of business [individual’s signature] • Your new shares are available for switching and selling. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg No action is necessary. All shares that you hold in your sub-fund as of the merger date will automatically convert. TO SWITCH OR SELL (REDEEM) SOME OR ALL OF YOUR SHARES Send redemption and switch requests as you normally do, or directly to the SICAV at the address below. Other than the period when switch and redemption fees are waived, note that all other switch and redemption conditions and restrictions in the prospectus still apply. TO GET MORE INFORMATION Upon request, copies of the common draft terms of merger, auditor’s merger report, the prospectus, the latest annual and semi-annual reports and the Key Investor Information Documents (“KIID”) may be obtained free of charge at the address below. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg Plain language costs: EUR8,500 Translation, printing, mailing savings: EUR19,600 7 pages 3 pages
  • 70. Lower costs XYZ Funds SICAV Detailed Fund Comparison XYZ Funds SICAV Notice of Sub-Fund Merger [20 June] 2013 «Name» «Address_1» «Address_2» «Address_3» «Address_4» «Address_4» Summary This section outlines the main points of the merger as they concern shareholders. More complete information is contained in the Detailed Fund Comparison that follows and in the prospectus. KEY FACTS Your sub-fund Dear Shareholder, Our records show that you own shares in a sub-fund that is being merged with another sub-fund. This notice provides information you’ll want to know, including the reason for the merger, the date, how it will affect you, and the choices you have. Also attached is the Key Investor Information document that describes the investment you will own if you continue to hold shares after the merger. Your shares will be converted automatically. If you believe, as we do, that the merger is in your best interests as a shareholder, you do not need to take any action. We’ll convert your shares for you, as described in this notice. If you don’t want your shares to convert automatically, you have a number of options, including switching to a different sub-fund or withdrawing your investment. Regardless of which course of action may appeal to you, we recommend that you read this document carefully and that you may consult with your tax and investment advisers before making a final decision. Questions? We’re happy to respond. Please contact your local agent, the Management Company or the registered office of the SICAV (see bottom of page). On behalf of all of us here at XYZ Funds, thank you for investing with us. Receiving fund (fund your fund is merging into) Name of combined sub-fund after merger XYZ Funds — Asia Pacific ex-Japan Equity Fund (“Equity Fund”) This table is based on comparison of the relevant prospectus information for your sub-fund with that of the receiving fund. Any information that is not the same for both sub-funds is listed below. Aside from what is listed here, all significant information about the two sub-funds is parallel. This includes information about the investment manager, valuation days, benchmark, base currency, investment policies and risks, share classes, costs, and minimums. INVESTMENT OBJECTIVES, POLICIES AND RISKS Investment Objective and Policies XYZ Funds — Asia Pacific ex-Japan Behavioural Finance Equity Fund (“Behavioural Finance Equity Fund”) XYZ Funds — Asia Pacific Strategic Equity Fund (“Strategic Equity Fund”) Merger date Outflows of cash have reduced the size of your sub-fund, threatening its ability to operate cost-effectively. Unique to Equity Fund This is an equity Sub-Fund designed to give broad market exposure to stock markets across the Asia Pacific Basin excluding Japan. Unique to Behavioural Finance Equity Fund This Sub-Fund is designed for investors looking for broad market exposure across the Asia Pacific Basin excluding Japan. Risk Factors Unique to Equity Fund Because the Sub-Fund is aggressively managed, volatility may be high as the Sub-Fund may take larger position sizes, may have high turnover of holdings and at times may have a significant exposure to certain areas of the market. The Sub-Fund may be concentrated in industry sectors and/or countries and as a result, may be more volatile than more broadly diversified funds. The currency hedging that may be used to minimise the effect of currency fluctuations may not always be successful. 02 August 2013 Main reason for merger IMPACT Potential benefits/ advantages • Reductions in annual costs for share classes C, I and X. • Opportunity for seamless transition to a similar investment in the same SICAV (umbrella fund), with comparable voting rights, investor protections, and other benefits common to all sub-funds of the SICAV. • Switching and exit fees waived during a limited period [NOTE: period not defined] • The SICAV covers all legal, advisory and administrative costs associated with the merger. Potential drawbacks • Tax implications — consult your tax adviser to see if they apply in your case. (Note that switching or selling shares may also have tax implications.) • One-time expenses associated with transition. These may include any trading costs, transaction costs, stamp duty or financial transaction taxes of the merger. Significant changes and considerations • As the merger date approaches, your fund will gradually adjust its portfolio so that it closely matches that of the receiving fund. This may increase the effect of certain tax implications and may involve above-average trading costs. Yours faithfully, Unique to Equity Fund The Sub-Fund may invest in assets denominated in any currency and currency exposure may be hedged. Unique to Behavioural Finance Equity Fund The Sub-Fund may invest in assets denominated in any currency although currency exposure will not generally be hedged. The Sub-Fund uses an active investment process that is based on systematic investment in equity securities with specific style characteristics, such as value and momentum, that are associated with long-term outperformance caused by the impact of psychological factors on stock markets. Investor Profile Operating and Administration Expenses Equity Fund C: 0.25% I: 0.21% Max X: 0.20% Max Behavioural Finance Equity Fund C: 0.20% I: 0.16% Max X: 0.15% Max Ongoing Charges Equity Fund C: 1.00% I: 0.96% X: 0.20% Behavioural Finance Equity Fund C: 0.95% I: 0.91% X: 0.15% Next Steps TO CONVERT YOUR SHARES AS PART OF THE MERGER TIMELINE 02 August 2013, 2:30 PM CET For the Board of Directors XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg • The merger transaction occurs and the receiving fund (the fund into which your sub-fund is merging) changes its name. • Your shares are converted to the equivalent value in shares of the receiving sub-fund, based on the share price in effect that day for each sub-fund. 05 August 2013 [individual’s name] • Your sub-fund stops accepting orders to buy or switch shares (unless exceptional circumstances apply). If you choose to switch or sell your shares instead of leaving them in place for the automatic conversion, we must receive your order no later than this cut-off time. 02 August 2013, after close of business [individual’s signature] • Your new shares are available for switching and selling. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg No action is necessary. All shares that you hold in your sub-fund as of the merger date will automatically convert. TO SWITCH OR SELL (REDEEM) SOME OR ALL OF YOUR SHARES Send redemption and switch requests as you normally do, or directly to the SICAV at the address below. Other than the period when switch and redemption fees are waived, note that all other switch and redemption conditions and restrictions in the prospectus still apply. TO GET MORE INFORMATION Upon request, copies of the common draft terms of merger, auditor’s merger report, the prospectus, the latest annual and semi-annual reports and the Key Investor Information Documents (“KIID”) may be obtained free of charge at the address below. XYZ SICAV • European Bank and Business Centre • 6 route de Trèves • L-2633 Senningerberg • Luxembourg EUR11,100 immediate savings + more in future Plain language costs: EUR8,500 Translation, printing, mailing savings: EUR19,600 7 pages 3 pages
  • 71. Higher response rates
  • 72. Higher response rates Transfer of Assets Form Enter information on screen, or print the form and fill out by hand. Write clearly in black ink. Include a copy of your most recent account statement with this form. Use the enclosed envelope or mail to Newco Investments, PO Box 770001, Cincinnati, OH 45277-0036. 2. Account Being Transferred 1. Your Newco Account Account Number Account Number Primary Account Owner(s) Names Primary Account Owner(s) Names Social Security Number or Taxpayer ID Number Joint Account Owner(s) Names Delivering Firm Name Joint Account Owner(s) Names Delivering Firm Address Social Security Number or Taxpayer ID Number ACCOUNT TYPE Check one City State/Province Delivering Firm Phone Zip Code ACCOUNT TYPE BEING TRANSFERRED Check one Individual Traditional or Rollover IRA Individual Traditional or Rollover IRA Joint Roth IRA Joint Roth IRA Trust SEP IRA Trust SEP IRA Corporate / Business SIMPLE IRA Corporate / Business SIMPLE IRA** UGMA / UTMA Qualified Plan* UGMA / UTMA Qualified Plan Estate Inherited IRA Estate Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA *Qualified Plan options offered under the Newco Retirement Plan include Profit Sharing, Money Purchase, and Self-Employed 401(k) Plans. ** See Instructions for possible penalties. 3. Your Transfer Instructions If you do not instruct us otherwise, we will default to transfer in kind all eligible positions in the account. Money market mutual funds may be liquidated. Attach a separate sheet if you have more securities to transfer. A. BROKERAGE OR TRUST COMPANY TRANSFER Brokerage account transfers are in kind; liquidate assets at current firm prior to submitting this form if you wish to have assets transferred in cash. 1 Transfer all assets In Kind B. MUTUAL FUND COMPANY TRANSFER Name of Fund and Account Number (if separate) Symbol In Kind 2 Transfer only part of my account In Kind, as detailed below: Security Symbol or Name # of Shares or “All” Security Symbol or Name # of Shares or “All” Alternative Investment Name Quantity In Kind C. BANK, CREDIT UNION OR ANNUITY TRANSFER Do not use this form to transfer a bank checking account. 1 Transfer cash only. All cash will be transferred unless you indicate a different amount to transfer here: $_______________ 2 Liquidate CD or Annuity immediately and send cash. I understand that I may incur a penalty for early liquidation. 3 Liquidate CD at maturity and send cash. Maturity date is (MM-DD-YYYY) _______________. Submit your request at least 21 days before maturity, but no more than 60 days before maturity. 4 Annuity. Liquidate penalty free amount of Annuity, approximate value of $_______________. 5 Liquidate part of Annuity, requested amount of $_____________. I understand that I may incur a penalty for early liquidation. Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind 1 # of Shares or “All” # of Shares or “All” Security Symbol or Name # of Shares or “All” Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind # of Shares or “All” Liquidate1 Name of Fund and Account Number (if separate) Symbol # of Shares or “All” Liquidate1 D. TRANSFER AGENT TRANSFER Transfer part of my eligible shares (Whole shares only) Transfer all shares and keep fraction Transfer all shares and sell fraction1 Transfer all shares, sell fraction and close account1 Note: For transfer agents, electronically send positions or issue a certificate. Security Symbol or Name # of Shares or “All” Newco is not responsible for market fluctuation on requests with written liquidation instructions. 1.762743.114 060173_form_ToA.indd optn_ins3 007080201 12/26/08 3:21:32 PM
  • 73. Higher response rates Questions? Go to Newco.com/toa or call 1-800-396-8982. Transfer Assets To Newco Transfer of Assets Form Use this form to move some or all assets from another firm to Newco. Type on screen or print out and fill in using CAPITAL letters and black ink. If you need more room for information or signatures, use a copy of the relevant page. Enter information on screen, or print the form and fill out by hand. Write clearly in black ink. Include a copy of your most recent account statement with this form. Use the enclosed envelope or mail to Newco Investments, PO Box 770001, Cincinnati, OH 45277-0036. 2. Account Being Transferred 1. Your Newco Account Account Number Primary Account Owner(s) Names Social Security Number or Taxpayer ID Number Helpful To Know Account Number Primary Account Owner(s) Names Joint Account Owner(s) Names • This form isn’t right for all transfers. Call Newco if you are: - converting an IRA to a Roth IRA - rolling over from a 401(k), 403(b) or other workplace plan - transferring from a non-retirement checking account - transferring between retirement accounts and there is ANY difference in how the names appear on the accounts • Most transfers are faster at Newco.com/toa. Delivering Firm Name Joint Account Owner(s) Names Delivering Firm Address Social Security Number or Taxpayer ID Number City State/Province Delivering Firm Phone Zip Code 1. Account Where Your Assets Are Now Account Number ACCOUNT TYPE Check one • Use one form for each account you’re transferring out of. • Transfers can create legal issues (especially around beneficiaries and form of ownership) as well as tax issues and financial risks. Consult the appropriate professionals before making a transfer. • Avoid delays! Attach a recent account statement! Attach ALL PAGES of a recent statement for this account. Firm Name ACCOUNT TYPE BEING TRANSFERRED Check one Firm Address Individual Traditional or Rollover IRA Individual Traditional or Rollover IRA Joint Roth IRA Joint Roth IRA Trust SEP IRA Trust SEP IRA Corporate / Business SIMPLE IRA Corporate / Business SIMPLE IRA** UGMA / UTMA Qualified Plan* UGMA / UTMA Qualified Plan Estate Inherited IRA Estate Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA *Qualified Plan options offered under the Newco Retirement Plan include Profit Sharing, Money Purchase, and Self-Employed 401(k) Plans. ** See Instructions for possible penalties. 3. Your Transfer Instructions If you do not instruct us otherwise, we will default to transfer in kind all eligible positions in the account. Money market mutual funds may be liquidated. Attach a separate sheet if you have more securities to transfer. A. BROKERAGE OR TRUST COMPANY TRANSFER Brokerage account transfers are in kind; liquidate assets at current firm prior to submitting this form if you wish to have assets transferred in cash. 1 Transfer all assets In Kind B. MUTUAL FUND COMPANY TRANSFER Name of Fund and Account Number (if separate) Symbol In Kind 2 Transfer only part of my account In Kind, as detailed below: Security Symbol or Name # of Shares or “All” Security Symbol or Name Quantity # of Shares or “All” Do not use this form to transfer a bank checking account. 1 Transfer cash only. All cash will be transferred unless you indicate a different amount to transfer here: $_______________ 2 Liquidate CD or Annuity immediately and send cash. I understand that I may incur a penalty for early liquidation. 3 Liquidate CD at maturity and send cash. Maturity date is (MM-DD-YYYY) _______________. Submit your request at least 21 days before maturity, but no more than 60 days before maturity. 4 Annuity. Liquidate penalty free amount of Annuity, approximate value of $_______________. 5 Liquidate part of Annuity, requested amount of $_____________. I understand that I may incur a penalty for early liquidation. City Zip/Postal Code Firm Type Country Brokerage /Trust Firm Phone Mutual Fund Bank / Credit Union Check one. First Name M.I. Last Name Additional Owner First Name M.I. Last Name Social Security Number Non-Retirement Accounts Tax ID Number If applicable Other For example, HSA Retirement Accounts # of Shares or “All” Check one. Account Type Inherited IRA SIMPLE IRA Inherited Roth IRA New Newco account Existing Newco account: Account Number Attach a completed new account application. Liquidate1 D. TRANSFER AGENT TRANSFER Transfer part of my eligible shares (Whole shares only) Transfer all shares and keep fraction Transfer all shares and sell fraction1 Transfer all shares, sell fraction and close account1 Note: For transfer agents, electronically send positions or issue a certificate. Security Symbol or Name Roth IRA Corp/business 2. Transfer INTO This Newco Account Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind Traditional, SEP or Rollover IRA , UGMA/UTMA Estate # of Shares or “All” Joint Trust Liquidate1 Transfer Agent Social Security Number Individual In Kind Name of Fund and Account Number (if separate) Symbol Insurance Co. Account Owner(s) Trust or Entity Name If applicable Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind C. BANK, CREDIT UNION OR ANNUITY TRANSFER 1 # of Shares or “All” # of Shares or “All” Alternative Investment Name If unsure, leave blank. List ALL names EXACTLY as they appear on this account. Include any trustees. UGMA/UTMAs: List minor first, then custodian. # of Shares or “All” Security Symbol or Name State/Province # of Shares or “All” List ALL names EXACTLY. The two accounts must have at least one owner in common. UGMA/UTMAs: List minor first, then custodian. Phone numbers are for questions about this transfer only; they do not update your Newco contact information. Account Owner(s) First Name M.I. Last Name Additional Owner First Name M.I. Last Name Trust or Entity Name If applicable Evening Phone Email Daytime Phone Extension Newco is not responsible for market fluctuation on requests with written liquidation instructions. 1.762743.114 Check one. If this is a different type of account than the one above, call Newco. 007080201 Non-Retirement Accounts Individual Joint Trust UGMA/UTMA Roth IRA Corp/business SIMPLE IRA 12/26/08 3:21:32 PM Other For example, HSA Account Type Inherited IRA Estate Inherited Roth IRA 1.917960.102 060173_form_ToA.indd optn_ins3 Retirement Accounts Traditional, SEP or Rollover IRA , Page 1 of 5 024250201
  • 74. Higher response rates Questions? Go to Newco.com/toa or call 1-800-396-8982. Transfer Assets To Newco Transfer of Assets Form Use this form to move some or all assets from another firm to Newco. Type on screen or print out and fill in using CAPITAL letters and black ink. If you need more room for information or signatures, use a copy of the relevant page. Enter information on screen, or print the form and fill out by hand. Write clearly in black ink. Include a copy of your most recent account statement with this form. Use the enclosed envelope or mail to Newco Investments, PO Box 770001, Cincinnati, OH 45277-0036. 2. Account Being Transferred 1. Your Newco Account Account Number Primary Account Owner(s) Names Social Security Number or Taxpayer ID Number Helpful To Know Account Number Primary Account Owner(s) Names Joint Account Owner(s) Names • This form isn’t right for all transfers. Call Newco if you are: - converting an IRA to a Roth IRA - rolling over from a 401(k), 403(b) or other workplace plan - transferring from a non-retirement checking account - transferring between retirement accounts and there is ANY difference in how the names appear on the accounts • Most transfers are faster at Newco.com/toa. Delivering Firm Name Joint Account Owner(s) Names Delivering Firm Address Social Security Number or Taxpayer ID Number City State/Province Delivering Firm Phone Zip Code 1. Account Where Your Assets Are Now Account Number ACCOUNT TYPE Check one • Use one form for each account you’re transferring out of. • Transfers can create legal issues (especially around beneficiaries and form of ownership) as well as tax issues and financial risks. Consult the appropriate professionals before making a transfer. • Avoid delays! Attach a recent account statement! Attach ALL PAGES of a recent statement for this account. Firm Name ACCOUNT TYPE BEING TRANSFERRED Check one Firm Address Individual Traditional or Rollover IRA Individual Traditional or Rollover IRA Joint Roth IRA Joint Roth IRA Trust SEP IRA Trust SEP IRA Corporate / Business SIMPLE IRA Corporate / Business SIMPLE IRA** UGMA / UTMA Qualified Plan* UGMA / UTMA Qualified Plan Estate Inherited IRA Estate Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA *Qualified Plan options offered under the Newco Retirement Plan include Profit Sharing, Money Purchase, and Self-Employed 401(k) Plans. ** See Instructions for possible penalties. 3. Your Transfer Instructions If you do not instruct us otherwise, we will default to transfer in kind all eligible positions in the account. Money market mutual funds may be liquidated. Attach a separate sheet if you have more securities to transfer. A. BROKERAGE OR TRUST COMPANY TRANSFER Brokerage account transfers are in kind; liquidate assets at current firm prior to submitting this form if you wish to have assets transferred in cash. 1 Transfer all assets In Kind B. MUTUAL FUND COMPANY TRANSFER Name of Fund and Account Number (if separate) Symbol In Kind 2 Transfer only part of my account In Kind, as detailed below: Security Symbol or Name # of Shares or “All” Security Symbol or Name Quantity # of Shares or “All” Do not use this form to transfer a bank checking account. 1 Transfer cash only. All cash will be transferred unless you indicate a different amount to transfer here: $_______________ 2 Liquidate CD or Annuity immediately and send cash. I understand that I may incur a penalty for early liquidation. 3 Liquidate CD at maturity and send cash. Maturity date is (MM-DD-YYYY) _______________. Submit your request at least 21 days before maturity, but no more than 60 days before maturity. 4 Annuity. Liquidate penalty free amount of Annuity, approximate value of $_______________. 5 Liquidate part of Annuity, requested amount of $_____________. I understand that I may incur a penalty for early liquidation. City Zip/Postal Code Firm Type Country Brokerage /Trust Firm Phone Mutual Fund Bank / Credit Union Check one. First Name M.I. Last Name Additional Owner First Name M.I. Last Name Social Security Number Non-Retirement Accounts Tax ID Number If applicable Other For example, HSA Retirement Accounts # of Shares or “All” Check one. Account Type Inherited IRA SIMPLE IRA Inherited Roth IRA New Newco account Existing Newco account: Account Number Attach a completed new account application. Liquidate1 D. TRANSFER AGENT TRANSFER Transfer part of my eligible shares (Whole shares only) Transfer all shares and keep fraction Transfer all shares and sell fraction1 Transfer all shares, sell fraction and close account1 Note: For transfer agents, electronically send positions or issue a certificate. Security Symbol or Name Roth IRA Corp/business 2. Transfer INTO This Newco Account Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind Traditional, SEP or Rollover IRA , UGMA/UTMA Estate # of Shares or “All” Joint Trust Liquidate1 Transfer Agent Social Security Number Individual In Kind Name of Fund and Account Number (if separate) Symbol Insurance Co. Account Owner(s) Trust or Entity Name If applicable Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind C. BANK, CREDIT UNION OR ANNUITY TRANSFER 1 # of Shares or “All” # of Shares or “All” Alternative Investment Name If unsure, leave blank. List ALL names EXACTLY as they appear on this account. Include any trustees. UGMA/UTMAs: List minor first, then custodian. # of Shares or “All” Security Symbol or Name State/Province # of Shares or “All” List ALL names EXACTLY. The two accounts must have at least one owner in common. UGMA/UTMAs: List minor first, then custodian. Phone numbers are for questions about this transfer only; they do not update your Newco contact information. Account Owner(s) First Name M.I. Last Name Additional Owner First Name M.I. Last Name Trust or Entity Name If applicable Email Evening Phone Daytime Phone Extension Newco is not responsible for market fluctuation on requests with written liquidation instructions. 1.762743.114 Check one. If this is a different type of account than the one above, call Newco. 007080201 Non-Retirement Accounts Individual Joint Retirement Accounts Traditional, SEP or Rollover IRA , Trust UGMA/UTMA Roth IRA Corp/business SIMPLE IRA Inherited Roth IRA 1.917960.102 060173_form_ToA.indd optn_ins3 Account Type Inherited IRA Estate Other For example, HSA 12/26/08 3:21:32 PM 50% more forms returned Page 1 of 5 024250201
  • 75. Higher response rates Questions? Go to Newco.com/toa or call 1-800-396-8982. Transfer Assets To Newco Transfer of Assets Form Use this form to move some or all assets from another firm to Newco. Type on screen or print out and fill in using CAPITAL letters and black ink. If you need more room for information or signatures, use a copy of the relevant page. Enter information on screen, or print the form and fill out by hand. Write clearly in black ink. Include a copy of your most recent account statement with this form. Use the enclosed envelope or mail to Newco Investments, PO Box 770001, Cincinnati, OH 45277-0036. 2. Account Being Transferred 1. Your Newco Account Account Number Primary Account Owner(s) Names Social Security Number or Taxpayer ID Number Helpful To Know Account Number Primary Account Owner(s) Names Joint Account Owner(s) Names • This form isn’t right for all transfers. Call Newco if you are: - converting an IRA to a Roth IRA - rolling over from a 401(k), 403(b) or other workplace plan - transferring from a non-retirement checking account - transferring between retirement accounts and there is ANY difference in how the names appear on the accounts • Most transfers are faster at Newco.com/toa. Delivering Firm Name Joint Account Owner(s) Names Delivering Firm Address Social Security Number or Taxpayer ID Number City State/Province Delivering Firm Phone Zip Code 1. Account Where Your Assets Are Now Account Number ACCOUNT TYPE Check one • Use one form for each account you’re transferring out of. • Transfers can create legal issues (especially around beneficiaries and form of ownership) as well as tax issues and financial risks. Consult the appropriate professionals before making a transfer. • Avoid delays! Attach a recent account statement! Attach ALL PAGES of a recent statement for this account. Firm Name ACCOUNT TYPE BEING TRANSFERRED Check one Firm Address Individual Traditional or Rollover IRA Individual Traditional or Rollover IRA Joint Roth IRA Joint Roth IRA Trust SEP IRA Trust SEP IRA Corporate / Business SIMPLE IRA Corporate / Business SIMPLE IRA** UGMA / UTMA Qualified Plan* UGMA / UTMA Qualified Plan Estate Inherited IRA Estate Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA Other (e.g., HSA) ________________ Roth Inherited IRA *Qualified Plan options offered under the Newco Retirement Plan include Profit Sharing, Money Purchase, and Self-Employed 401(k) Plans. ** See Instructions for possible penalties. 3. Your Transfer Instructions If you do not instruct us otherwise, we will default to transfer in kind all eligible positions in the account. Money market mutual funds may be liquidated. Attach a separate sheet if you have more securities to transfer. A. BROKERAGE OR TRUST COMPANY TRANSFER Brokerage account transfers are in kind; liquidate assets at current firm prior to submitting this form if you wish to have assets transferred in cash. 1 Transfer all assets In Kind B. MUTUAL FUND COMPANY TRANSFER Name of Fund and Account Number (if separate) Symbol In Kind 2 Transfer only part of my account In Kind, as detailed below: Security Symbol or Name # of Shares or “All” Security Symbol or Name Quantity # of Shares or “All” Do not use this form to transfer a bank checking account. 1 Transfer cash only. All cash will be transferred unless you indicate a different amount to transfer here: $_______________ 2 Liquidate CD or Annuity immediately and send cash. I understand that I may incur a penalty for early liquidation. 3 Liquidate CD at maturity and send cash. Maturity date is (MM-DD-YYYY) _______________. Submit your request at least 21 days before maturity, but no more than 60 days before maturity. 4 Annuity. Liquidate penalty free amount of Annuity, approximate value of $_______________. 5 Liquidate part of Annuity, requested amount of $_____________. I understand that I may incur a penalty for early liquidation. City Zip/Postal Code Firm Type Country Brokerage /Trust Firm Phone Mutual Fund Bank / Credit Union Check one. First Name M.I. Last Name Additional Owner First Name M.I. Last Name Social Security Number Non-Retirement Accounts Tax ID Number If applicable Other For example, HSA Retirement Accounts # of Shares or “All” Check one. Account Type Inherited IRA SIMPLE IRA Inherited Roth IRA New Newco account Existing Newco account: Account Number Attach a completed new account application. Liquidate1 D. TRANSFER AGENT TRANSFER Transfer part of my eligible shares (Whole shares only) Transfer all shares and keep fraction Transfer all shares and sell fraction1 Transfer all shares, sell fraction and close account1 Note: For transfer agents, electronically send positions or issue a certificate. Security Symbol or Name Roth IRA Corp/business 2. Transfer INTO This Newco Account Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind Traditional, SEP or Rollover IRA , UGMA/UTMA Estate # of Shares or “All” Joint Trust Liquidate1 Transfer Agent Social Security Number Individual In Kind Name of Fund and Account Number (if separate) Symbol Insurance Co. Account Owner(s) Trust or Entity Name If applicable Liquidate1 Name of Fund and Account Number (if separate) Symbol In Kind C. BANK, CREDIT UNION OR ANNUITY TRANSFER 1 # of Shares or “All” # of Shares or “All” Alternative Investment Name If unsure, leave blank. List ALL names EXACTLY as they appear on this account. Include any trustees. UGMA/UTMAs: List minor first, then custodian. # of Shares or “All” Security Symbol or Name State/Province # of Shares or “All” List ALL names EXACTLY. The two accounts must have at least one owner in common. UGMA/UTMAs: List minor first, then custodian. Phone numbers are for questions about this transfer only; they do not update your Newco contact information. Account Owner(s) First Name M.I. Last Name Additional Owner First Name M.I. Last Name Trust or Entity Name If applicable Email Evening Phone Daytime Phone Extension Newco is not responsible for market fluctuation on requests with written liquidation instructions. 1.762743.114 Check one. If this is a different type of account than the one above, call Newco. 007080201 Non-Retirement Accounts Individual Joint Retirement Accounts Traditional, SEP or Rollover IRA , Trust UGMA/UTMA Roth IRA Corp/business SIMPLE IRA Inherited Roth IRA 1.917960.102 060173_form_ToA.indd optn_ins3 Account Type Inherited IRA Estate Other For example, HSA Page 1 of 5 024250201 12/26/08 3:21:32 PM 50% more forms returned 20% fewer incomplete/incorrect forms
  • 76. Better document management
  • 77. Better document management NUVEEN INVESTMENTS, INC. Political Contributions Policies and Procedures Effective Date: March 14, 2011 As Amended: [ ] [ ], 2012 I. Introduction Nuveen Investments, Inc. (“Nuveen”) has adopted these policies and procedures (the “Policy”) as part of its long standing commitment to prevent so-called “pay-to-play” practices, including practices under which direct or indirect payments by investment advisers and certain of their executives, employees or consultants to state and local government officials are perceived to improperly influence the award of government investment business. References to Nuveen in the Policy shall also apply to its affiliated entities listed on Appendix A. The Policy addresses the requirement of Rule 206(4)-5 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), regarding political activity by investment advisers who do business with government entities. The Policy also addresses the related recordkeeping rules in Rule 204-2 under the Advisers Act. In addition, the Policy addresses the laws and/or rules of certain states and municipalities related to political contributions by investments advisers and people related thereto. Rule 206(4)-5, among other things, prohibits an investment adviser registered with the Securities and Exchange Commission (the “SEC”) from:  providing advisory services for compensation to a state or local government entity for two years after the investment adviser or a Covered Associate (as defined below) make a contribution to certain elected officials or candidates of that government entity; and  soliciting from others, or coordinating, contributions to certain elected officials or candidates or payments to political parties where the investment adviser is providing or seeking government business. The Policy is not intended to prevent individual employees or consultants from exercising their right as citizens to participate in the political process. Rather, the Policy is intended to: (i) facilitate the exercise of that right within the framework of the requirements of both the applicable law and the applicable provisions of contracts with clients and investors; (ii) avoid the appearance of impropriety by Nuveen or any Nuveen employee or consultant covered by the Policy in the exercise of this right; and (iii) assist Nuveen in becoming aware of and complying with the requirements that may be imposed upon it as a result of political contributions made by its employees and consultants covered by the Policy. II. Definitions A. Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for: 1. The purpose of influencing any election for state or local office or, in the case of someone holding a state or local office, for the purpose of influencing the election of such person to a federal office; 1 Workplace policy
  • 78. Better document management NUVEEN INVESTMENTS, INC. Nuveen Compliance August 2012 Political Contributions Policies and Procedures Effective Date: March 14, 2011 As Amended: [ ] [ ], 2012 I. Political Contributions Policy Introduction Summary and Scope Nuveen Investments, Inc. (“Nuveen”) has adopted these policies and procedures (the “Policy”) as part of its long standing commitment to prevent so-called “pay-to-play” practices, including practices under which direct or indirect payments by investment advisers and certain of their executives, employees or consultants to state and local government officials are perceived to improperly influence the award of government investment business. References to Nuveen in the Policy shall also apply to its affiliated entities listed on Appendix A. The Policy addresses the requirement of Rule 206(4)-5 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), regarding political activity by investment advisers who do business with government entities. The Policy also addresses the related recordkeeping rules in Rule 204-2 under the Advisers Act. In addition, the Policy addresses the laws and/or rules of certain states and municipalities related to political contributions by investments advisers and people related thereto. Rule 206(4)-5, among other things, prohibits an investment adviser registered with the Securities and Exchange Commission (the “SEC”) from:  providing advisory services for compensation to a state or local government entity for two years after the investment adviser or a Covered Associate (as defined below) make a contribution to certain elected officials or candidates of that government entity; and  soliciting from others, or coordinating, contributions to certain elected officials or candidates or payments to political parties where the investment adviser is providing or seeking government business. The Policy is not intended to prevent individual employees or consultants from exercising their right as citizens to participate in the political process. Rather, the Policy is intended to: (i) facilitate the exercise of that right within the framework of the requirements of both the applicable law and the applicable provisions of contracts with clients and investors; (ii) avoid the appearance of impropriety by Nuveen or any Nuveen employee or consultant covered by the Policy in the exercise of this right; and (iii) assist Nuveen in becoming aware of and complying with the requirements that may be imposed upon it as a result of political contributions made by its employees and consultants covered by the Policy. II. Definitions A. What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. This policy does not apply to interns or temporary employees, or to consultants not described above. Important to understand The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for: 1. The purpose of influencing any election for state or local office or, in the case of someone holding a state or local office, for the purpose of influencing the election of such person to a federal office; Page 1 of 3 1 Workplace policy
  • 79. Better document management NUVEEN INVESTMENTS, INC. Nuveen Compliance August 2012 Political Contributions Policies and Procedures Effective Date: March 14, 2011 As Amended: [ ] [ ], 2012 I. Political Contributions Policy Introduction Summary and Scope Nuveen Investments, Inc. (“Nuveen”) has adopted these policies and procedures (the “Policy”) as part of its long standing commitment to prevent so-called “pay-to-play” practices, including practices under which direct or indirect payments by investment advisers and certain of their executives, employees or consultants to state and local government officials are perceived to improperly influence the award of government investment business. References to Nuveen in the Policy shall also apply to its affiliated entities listed on Appendix A. The Policy addresses the requirement of Rule 206(4)-5 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), regarding political activity by investment advisers who do business with government entities. The Policy also addresses the related recordkeeping rules in Rule 204-2 under the Advisers Act. In addition, the Policy addresses the laws and/or rules of certain states and municipalities related to political contributions by investments advisers and people related thereto. Rule 206(4)-5, among other things, prohibits an investment adviser registered with the Securities and Exchange Commission (the “SEC”) from:  providing advisory services for compensation to a state or local government entity for two years after the investment adviser or a Covered Associate (as defined below) make a contribution to certain elected officials or candidates of that government entity; and  soliciting from others, or coordinating, contributions to certain elected officials or candidates or payments to political parties where the investment adviser is providing or seeking government business. The Policy is not intended to prevent individual employees or consultants from exercising their right as citizens to participate in the political process. Rather, the Policy is intended to: (i) facilitate the exercise of that right within the framework of the requirements of both the applicable law and the applicable provisions of contracts with clients and investors; (ii) avoid the appearance of impropriety by Nuveen or any Nuveen employee or consultant covered by the Policy in the exercise of this right; and (iii) assist Nuveen in becoming aware of and complying with the requirements that may be imposed upon it as a result of political contributions made by its employees and consultants covered by the Policy. II. Definitions A. What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. This policy does not apply to interns or temporary employees, or to consultants not described above. Important to understand The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for: 1. The purpose of influencing any election for state or local office or, in the case of someone holding a state or local office, for the purpose of influencing the election of such person to a federal office; Page 1 of 3 1 14 pages 3 pages
  • 80. Better document management Nuveen Compliance August 2012 Political Contributions Policy Summary and Scope What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. This policy does not apply to interns or temporary employees, or to consultants not described above. Important to understand The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Page 1 of 3 Modular architecture
  • 81. Better document management Nuveen Compliance August 2012 Political Contributions Policy Summary and Scope What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. This policy does not apply to interns or temporary employees, or to consultants not described above. Important to understand The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Page 1 of 3 Template for entire policy series
  • 82. Better document management Nuveen Compliance August 2012 Political Contributions Policy Summary and Scope What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. This policy does not apply to interns or temporary employees, or to consultants not described above. Important to understand The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. Nuveen Investments Compliance December 2013 Electronic Communications Policy Including Rules on Equipment Usage Summary and Scope State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. What this policy is about State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Who this policy applies to Establishing restrictions and requirements for the proper use of Nuveen Equipment and the avoidance of any communications (including Social Media) that could create legal, regulatory, or reputational risks for Nuveen and its employees. All Permanent Employees. All Nuveen interns. Any consultants or temporary workers notified by Nuveen Investments Compliance or their local compliance officer that this policy applies to them. Important to understand Compliance with this policy involves knowledge of the rules as well as the need for good judgment. Following both the letter and spirit is essential to protecting Nuveen Information and using Nuveen Equipment in a productive, ethical and lawful manner. If you use Nuveen Equipment, you are considered to be familiar with this policy and to have agreed to its terms. Violations of this policy can lead to disciplinary action (up to and including termination of employment). Your use of Nuveen Equipment is not private. Any and all communications, documents, files, data, or other information that in any way involve Nuveen Equipment are considered Nuveen property. Your use of Nuveen Equipment, including materials created or stored on Nuveen Equipment, is subject to monitoring and review at any time without notice and for any purpose. Terms with Special Meanings Within this policy, these terms are defined as follows: Electronic Communications Email, instant messages, SMS messages, MMS messages, and all other forms of electronic communication. Instant messages are typically sent from one screen name to another through a host site. SMS messages (“texting”) and MMS messages (text messages containing photos, video, or other non-text content) are sent directly between phone numbers. Telephone calls and voicemails are not considered Electronic Communications. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management LLC. Nuveen Equipment Any device or system that is owned, leased, or furnished by Nuveen, and is used to process, transmit, store, or communicate any Electronic Communication. Examples include email accounts, internet and intranet access systems, networks, computers, tablets, portable storage media, telephones, smartphones, voicemail systems, printers, copiers, scanners, fax machines, and wireless network adaptors. Nuveen Information Any written language, image, video, data, software code, or other business-related information generated or used by Nuveen for business purposes, as well as any other type of information that is created, transmitted, or stored on Nuveen Equipment. Nuveen Non-Public Information Any Nuveen Information that has not been made public by Nuveen. Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Social Media Any internet site or electronic communication network that allows the posting or transmission of information. Common examples include Facebook, LinkedIn, Twitter, Pinterest, Instagram, and YouTube, as well as any forum, chat room, or other virtual facility where an individual may post questions or comments. Page 1 of 3 Template for entire policy series
  • 83. Better document management Nuveen Investments Compliance February 2013 Outside Activities Policy Nuveen Compliance Summary and Scope August 2012 Restrictions and Requirements What this policy is about Getting approval before participating in business-related or investment-related activities outside of Nuveen (as defined in this policy). Who this policy applies to All Nuveen Permanent Employees. Any consultants notified by Compliance that this policy applies to them. Important to understand Engaging in Outside Activities could have implications for Nuveen’s business. Potential issues include actual or perceived conflicts of interest, interference with productivity and duties at work, and conflicts with other policies. There is also the potential for clients or others to mistakenly perceive your personal involvement as representing the involvement or approval of Nuveen. All of these factors will be considered in the approval process. Volunteer work is generally not considered an Outside Activity. You do not need to get approval to volunteer for a non-profit organization, unless your involvement includes board participation or investment-related activities. 1. Request approval for any Outside Activity IN ADVANCE. Both your manager and Compliance must approve any Outside Activity request, so you are encouraged to discuss your request with your manager before formally submitting. Use PTCC to submit your request. Once your request is received, Compliance will consult with your manager and will notify you of the final outcome. Do not engage in any Outside Activity before you receive notification of approval. 3. Request an additional/new approval IN ADVANCE in relation to a previously approved Outside Activity if you anticipate any material increase in responsibility or time commitment for such Outside Activity. Examples of material changes include: • Any substantial change in your function or responsibility (such as participating on the finance committee of a school board when your prior approval was only for board participation). Examples of Outside Activity Terms with Special Meanings • Serving as a director for any company (public or private). • Serving on a board or committee of a municipal entity. Within this policy, these terms are defined as follows: Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC. Nuveen Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Outside Activity Any arrangement in which any of the following is true: • You are an employee, independent contractor, partner, agent, representative, sole proprietor, officer, or director of another person or an entity other than Nuveen. • You will be compensated, or have a reasonable expectation of compensation from another person or an entity other than Nuveen. • You will be a member of a board or investment committee of any legal entity (including a non-profit) other than Nuveen. Political Contributions Policy 2. When joining Nuveen, request approval for any Outside Activity you are already engaged in. You must do this within 10 calendar days of starting at Nuveen. • Running for political office. • Serving on an investment committee for any entity, including a non-profit organization. • Acting as a finder or capital raiser for a private company or fund. • Serving as a condo or cooperative building board member. • Serving as a FINRA arbitrator. • Serving as an expert witness. • Acting as an attorney, tax preparer, or insurance broker. • Acting as a mortgage or real estate broker, or otherwise participating in any profit-seeking activity involving the purchase, sale, or development of commercial or residential real estate (aside from residential property that is primarily for personal use). • Engaging in part-time work (cashier, salesperson, waitstaff, etc.). Page 1 of 2 Summary and Scope What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. This policy does not apply to interns or temporary employees, or to consultants not described above. Important to understand The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. Nuveen Investments Compliance December 2013 Electronic Communications Policy Including Rules on Equipment Usage Summary and Scope State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. What this policy is about State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Who this policy applies to Establishing restrictions and requirements for the proper use of Nuveen Equipment and the avoidance of any communications (including Social Media) that could create legal, regulatory, or reputational risks for Nuveen and its employees. All Permanent Employees. All Nuveen interns. Any consultants or temporary workers notified by Nuveen Investments Compliance or their local compliance officer that this policy applies to them. Important to understand Compliance with this policy involves knowledge of the rules as well as the need for good judgment. Following both the letter and spirit is essential to protecting Nuveen Information and using Nuveen Equipment in a productive, ethical and lawful manner. If you use Nuveen Equipment, you are considered to be familiar with this policy and to have agreed to its terms. Violations of this policy can lead to disciplinary action (up to and including termination of employment). Your use of Nuveen Equipment is not private. Any and all communications, documents, files, data, or other information that in any way involve Nuveen Equipment are considered Nuveen property. Your use of Nuveen Equipment, including materials created or stored on Nuveen Equipment, is subject to monitoring and review at any time without notice and for any purpose. Terms with Special Meanings Within this policy, these terms are defined as follows: Electronic Communications Email, instant messages, SMS messages, MMS messages, and all other forms of electronic communication. Instant messages are typically sent from one screen name to another through a host site. SMS messages (“texting”) and MMS messages (text messages containing photos, video, or other non-text content) are sent directly between phone numbers. Telephone calls and voicemails are not considered Electronic Communications. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management LLC. Nuveen Equipment Any device or system that is owned, leased, or furnished by Nuveen, and is used to process, transmit, store, or communicate any Electronic Communication. Examples include email accounts, internet and intranet access systems, networks, computers, tablets, portable storage media, telephones, smartphones, voicemail systems, printers, copiers, scanners, fax machines, and wireless network adaptors. Nuveen Information Any written language, image, video, data, software code, or other business-related information generated or used by Nuveen for business purposes, as well as any other type of information that is created, transmitted, or stored on Nuveen Equipment. Nuveen Non-Public Information Any Nuveen Information that has not been made public by Nuveen. Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Social Media Any internet site or electronic communication network that allows the posting or transmission of information. Common examples include Facebook, LinkedIn, Twitter, Pinterest, Instagram, and YouTube, as well as any forum, chat room, or other virtual facility where an individual may post questions or comments. Page 1 of 3 Template for entire policy series
  • 84. Better document management Nuveen Investments Compliance February 2013 Outside Activities Policy Nuveen Compliance Summary and Scope Getting approval before participating in business-related or investment-related activities outside of Nuveen (as defined in this policy). Who this policy applies to 1. Request approval for any Outside Activity IN ADVANCE. Both your manager and Compliance must approve any Outside Activity request, so you are encouraged to discuss your request with your manager before formally submitting. Use PTCC to submit your request. Once your request is received, Compliance will consult with your manager and will notify you of the final outcome. Do not engage in any Outside Activity before you receive notification of approval. All Nuveen Permanent Employees. Any consultants notified by Compliance that this policy applies to them. Important to understand Engaging in Outside Activities could have implications for Nuveen’s business. Potential issues include actual or perceived conflicts of interest, interference with productivity and duties at work, and conflicts with other policies. There is also the potential for clients or others to mistakenly perceive your personal involvement as representing the involvement or approval of Nuveen. All of these factors will be considered in the approval process. Political Contributions Policy 2. When joining Nuveen, request approval for any Outside Activity you are already engaged in. You must do this within 10 calendar days of starting at Nuveen. 3. Request an additional/new approval IN ADVANCE in relation to a previously approved Outside Activity if you anticipate any material increase in responsibility or time commitment for such Outside Activity. Examples of material changes include: • Any substantial change in your function or responsibility (such as participating on the finance committee of a school board when your prior approval was only for board participation). Volunteer work is generally not considered an Outside Activity. You do not need to get approval to volunteer for a non-profit organization, unless your involvement includes board participation or investment-related activities. Examples of Outside Activity Terms with Special Meanings • Serving as a director for any company (public or private). • Serving on a board or committee of a municipal entity. Within this policy, these terms are defined as follows: • Running for political office. • Serving on an investment committee for any entity, including a non-profit organization. • Acting as a finder or capital raiser for a private company or fund. • Serving as a condo or cooperative building board member. • Serving as a FINRA arbitrator. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC. Nuveen Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Outside Activity Any arrangement in which any of the following is true: • Serving as an expert witness. • Acting as an attorney, tax preparer, or insurance broker. • You are an employee, independent contractor, partner, agent, representative, sole proprietor, officer, or director of another person or an entity other than Nuveen. • You will be compensated, or have a reasonable expectation of compensation from another person or an entity other than Nuveen. • Acting as a mortgage or real estate broker, or otherwise participating in any profit-seeking activity involving the purchase, sale, or development of commercial or residential real estate (aside from residential property that is primarily for personal use). • Engaging in part-time work (cashier, salesperson, waitstaff, etc.). • You will be a member of a board or investment committee of any legal entity (including a non-profit) other than Nuveen. Page 1 of 2 Nuveen Investments Compliance August 2012 Restrictions and Requirements What this policy is about Summary and Scope What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. January 2013 This policy does not apply to interns or temporary employees, or to consultants not described above. Code of Ethics Important to understand Note that capitalized terms have special meanings, as defined in the boxes on pages 2 and 3. Summary and Scope What the Code is about Investment Persons Helping to ensure that Nuveen Investments personnel place the interests of Nuveen clients ahead of their own personal interests. Who the Code applies to and what the implications are There are three designations of individuals who are subject to the Code. Compliance will notify you of your designation. Access Persons Any Nuveen Employee who meets any of the following criteria: - as part of his/her regular duties has access to non-public information concerning the purchase, sale, holdings, or recommendations of securities in any Nuveen-Advised Account or Portfolio - is a director or officer of a Nuveen Fund who has been designated an Access Person by Compliance (Independent Directors have their own Code of Ethics and are not subject to this one) - has otherwise been designated an Access Person by Compliance Key characteristics of this designation. An individual may be considered an Access Person of multiple Nuveen advisers or only one. The personal trading of Access Persons (other than Independent Directors) is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Access Person. Any Access Person who meets either of the following criteria: - as part of his/her regular duties either makes or participates in making recommendations or decisions concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio - has otherwise been designated an Investment Person by Compliance Key characteristics of this designation. Investment Persons are almost exclusively limited to employees of Nuveen’s investment advisers. Personal transactions of Investment Persons will be reviewed for conflicts in the period starting 7 calendar days prior to a trade by their associated investment adviser and ending 7 calendar days after a trade by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by Compliance. The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person. The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. Nuveen Investments Compliance December 2013 Electronic Communications Policy Including Rules on Equipment Usage Summary and Scope State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. What this policy is about State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Who this policy applies to Establishing restrictions and requirements for the proper use of Nuveen Equipment and the avoidance of any communications (including Social Media) that could create legal, regulatory, or reputational risks for Nuveen and its employees. All Permanent Employees. All Nuveen interns. Any consultants or temporary workers notified by Nuveen Investments Compliance or their local compliance officer that this policy applies to them. Important to understand Compliance with this policy involves knowledge of the rules as well as the need for good judgment. Following both the letter and spirit is essential to protecting Nuveen Information and using Nuveen Equipment in a productive, ethical and lawful manner. If you use Nuveen Equipment, you are considered to be familiar with this policy and to have agreed to its terms. Violations of this policy can lead to disciplinary action (up to and including termination of employment). General Employees All remaining Nuveen Employees (meaning those who are neither Access Persons nor Investment Persons) Your use of Nuveen Equipment is not private. Any and all communications, documents, files, data, or other information that in any way involve Nuveen Equipment are considered Nuveen property. Your use of Nuveen Equipment, including materials created or stored on Nuveen Equipment, is subject to monitoring and review at any time without notice and for any purpose. Key characteristics of this designation. The personal trading of General Employees is typically monitored against the trading activities of all Nuveen advisers. The policies in the Code treat General Employees and Access Persons alike, although the Compliance monitoring may differ. Terms with Special Meanings Within this policy, these terms are defined as follows: Electronic Communications Email, instant messages, SMS messages, MMS messages, and all other forms of electronic communication. Instant messages are typically sent from one screen name to another through a host site. SMS messages (“texting”) and MMS messages (text messages containing photos, video, or other non-text content) are sent directly between phone numbers. Telephone calls and voicemails are not considered Electronic Communications. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management LLC. Nuveen Equipment Any device or system that is owned, leased, or furnished by Nuveen, and is used to process, transmit, store, or communicate any Electronic Communication. Examples include email accounts, internet and intranet access systems, networks, computers, tablets, portable storage media, telephones, smartphones, voicemail systems, printers, copiers, scanners, fax machines, and wireless network adaptors. Nuveen Information Any written language, image, video, data, software code, or other business-related information generated or used by Nuveen for business purposes, as well as any other type of information that is created, transmitted, or stored on Nuveen Equipment. Nuveen Non-Public Information Any Nuveen Information that has not been made public by Nuveen. Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Social Media Any internet site or electronic communication network that allows the posting or transmission of information. Common examples include Facebook, LinkedIn, Twitter, Pinterest, Instagram, and YouTube, as well as any forum, chat room, or other virtual facility where an individual may post questions or comments. What’s New Notable changes to this document since the previous version. • New employee categories created. • Expanded rules around Managed Accounts. • New accounts must be reported within 10 days (instead of 30). • Trading of a limited number of shares in many stocks is now possible without pre-clearance. • There is a minimum 30-day holding period for securities (unless you are selling at a loss, or unless it is an ETF). • ETFs and closed-end funds are now subject to pre-clearance (unless the “limited number of shares” exception applies). • 529 Plan accounts and mutual fund accounts in which non-Nuveen Funds are the only possible investment are excluded from all requirements. Page 1 of 3 Page 1 of 6 Template for entire policy series
  • 85. Better document management Draft 9 16 November 2013 Nuveen Investments Compliance Nuveen Information Security Team February 2013 Outside Activities Policy Nuveen Compliance Summary and Scope Getting approval before participating in business-related or investment-related activities outside of Nuveen (as defined in this policy). Who this policy applies to 1. Request approval for any Outside Activity IN ADVANCE. Both your manager and Compliance must approve any Outside Activity request, so you are encouraged to discuss your request with your manager before formally submitting. Use PTCC to submit your request. Once your request is received, Compliance will consult with your manager and will notify you of the final outcome. Do not engage in any Outside Activity before you receive notification of approval. All Nuveen Permanent Employees. Any consultants notified by Compliance that this policy applies to them. Important to understand Engaging in Outside Activities could have implications for Nuveen’s business. Potential issues include actual or perceived conflicts of interest, interference with productivity and duties at work, and conflicts with other policies. There is also the potential for clients or others to mistakenly perceive your personal involvement as representing the involvement or approval of Nuveen. All of these factors will be considered in the approval process. Summary and Scope What this policy is about 3. Request an additional/new approval IN ADVANCE in relation to a previously approved Outside Activity if you anticipate any material increase in responsibility or time commitment for such Outside Activity. Examples of material changes include: • Any substantial change in your function or responsibility (such as participating on the finance committee of a school board when your prior approval was only for board participation). Examples of Outside Activity Terms with Special Meanings • Serving as a director for any company (public or private). • Serving on a board or committee of a municipal entity. Within this policy, these terms are defined as follows: • Running for political office. • Serving on an investment committee for any entity, including a non-profit organization. • Acting as a finder or capital raiser for a private company or fund. • Serving as a condo or cooperative building board member. • Serving as a FINRA arbitrator. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC. Nuveen Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Outside Activity Any arrangement in which any of the following is true: • Serving as an expert witness. • Acting as an attorney, tax preparer, or insurance broker. • You are an employee, independent contractor, partner, agent, representative, sole proprietor, officer, or director of another person or an entity other than Nuveen. • You will be compensated, or have a reasonable expectation of compensation from another person or an entity other than Nuveen. • Acting as a mortgage or real estate broker, or otherwise participating in any profit-seeking activity involving the purchase, sale, or development of commercial or residential real estate (aside from residential property that is primarily for personal use). • Engaging in part-time work (cashier, salesperson, waitstaff, etc.). • You will be a member of a board or investment committee of any legal entity (including a non-profit) other than Nuveen. Page 1 of 2 Summary and Scope What this policy is about Contributions to state and local elected officials or candidates (as defined within this policy). This includes: Giving or soliciting contributions. Contributions to federal candidates who currently hold a state or local elected office. Contributions to certain political organizations. Who this policy applies to Nuveen Investments, Inc. (“Nuveen”) and all of its direct or indirect subsidiaries except Gresham Investment Management LLC. Important to understand Note that capitalized terms have special meanings, as defined in the boxes on pages 2 and 3. Summary and Scope What the Code is about Investment Persons Helping to ensure that Nuveen Investments personnel place the interests of Nuveen clients ahead of their own personal interests. Who the Code applies to and what the implications are There are three designations of individuals who are subject to the Code. Compliance will notify you of your designation. Access Persons Any Nuveen Employee who meets any of the following criteria: - as part of his/her regular duties has access to non-public information concerning the purchase, sale, holdings, or recommendations of securities in any Nuveen-Advised Account or Portfolio - is a director or officer of a Nuveen Fund who has been designated an Access Person by Compliance (Independent Directors have their own Code of Ethics and are not subject to this one) - has otherwise been designated an Access Person by Compliance Key characteristics of this designation. An individual may be considered an Access Person of multiple Nuveen advisers or only one. The personal trading of Access Persons (other than Independent Directors) is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Access Person. All Permanent Employees. All Nuveen interns. Any consultants or temporary workers notified by Compliance that this policy applies to them. This policy does not apply to interns or temporary employees, or to consultants not described above. Code of Ethics Any Access Person who meets either of the following criteria: - as part of his/her regular duties either makes or participates in making recommendations or decisions concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio - has otherwise been designated an Investment Person by Compliance Key characteristics of this designation. Investment Persons are almost exclusively limited to employees of Nuveen’s investment advisers. Personal transactions of Investment Persons will be reviewed for conflicts in the period starting 7 calendar days prior to a trade by their associated investment adviser and ending 7 calendar days after a trade by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by Compliance. The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person. Compliance with this policy involves knowledge of its restrictions and requirements as well as the need for good judgment. Following both the letter and spirit is essential to protecting Nuveen Non-Public Information and using Nuveen Equipment in a productive, ethical and lawful manner. Because information security is only as good as its weakest link, it’s especially important to be vigilant and attentive at all times. Who this policy applies to Who to Contact All Nuveen employees. Any consultants who are officially notified by the Director of Compliance (or his/her designee) that this policy applies to them. (In general, this will only be a consultant who either serves in a policy-making capacity or is a former executive officer of a Nuveen entity.) In some cases, a spouse or dependent child of a Nuveen employee or consultant described above. January 2013 Important to understand Ensuring that Nuveen employees take all appropriate steps to guard against the theft, loss, or improper distribution of Nuveen Information and Customer Information. Political Contributions Policy 2. When joining Nuveen, request approval for any Outside Activity you are already engaged in. You must do this within 10 calendar days of starting at Nuveen. Volunteer work is generally not considered an Outside Activity. You do not need to get approval to volunteer for a non-profit organization, unless your involvement includes board participation or investment-related activities. Nuveen Investments Compliance August 2012 Restrictions and Requirements What this policy is about December 2013 Information Security Policy The sole purpose of this policy is to prevent violations of the law, which could cause a loss of revenue for two years and could harm Nuveen’s reputation. Political affiliations play no role in any approval decision, and the information collected will be held in the strictest confidence. This policy extends more broadly than may be immediately evident. For instance, it covers both monetary and in-kind contributions, contributions made during or after a campaign, and contributions made directly to a candidate or to organizations that could support that candidate. To request a change in your information access Your manager To report actual or possible unauthorized access to your user account ITSecOp@nuveen.com When state or local rules are more restrictive than this policy, you must follow those rules. For example, some jurisdictions may impose lower contribution limits, additional conditions, or outright bans. This policy involves pre-clearing contributions through PTCC. It also involves understanding the difference between in-kind contributions (require pre-clearance) and volunteering (does not require pre-clearance). To report a lost or stolen security badge CorporateServicesSecurityBadges@nuveen.com To report lost or stolen equipment or media Your manager or IT Information Security (312-917-9700 or ITSecOp@nuveen.com) To report any other actual or possible information security breach, including any suspicious activity IT Information Security (312-9179700 or ITSecOp@nuveen.com) To get a non-disclosure agreement or new vendor security approval Nuveen Legal For answers to general information security questions Your manager or ITSecOp@nuveen.com This policy is the cornerstone of Nuveen’s Privacy Policy. In addition to applying as described here, the principles and requirements stated in this policy also apply in connection with Nuveen’s Privacy Policy. Terms with Special Meanings Within this policy, these terms are defined as follows: Customer Information Any data, or combination of data, obtained by Nuveen in any media (physical or electronic) that is sufficient to identify an individual or to partially or fully enable another party to fraudulently act or represent themselves as that individual. This may include one or more confidential data elements (such as an account or social security number or a PIN), one or more non-confidential data elements (such as address and phone number), or a combination of these elements. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC. Nuveen Equipment Any device or system that is owned, leased, or furnished by Nuveen, and is used to process, transmit, store, or communicate any electronic communication. Examples include email accounts, internet and intranet access systems, networks, computers, tablets, portable storage media, smartphones, voicemail systems, printers, copiers, scanners, fax machines, and wireless network adaptors. Nuveen Information Any written language, image, video, data, software code, or other business-related information generated or used by Nuveen for business purposes, as well as any other type of information that is created, transmitted, or stored on Nuveen Equipment. Nuveen Non-Public Information Any Nuveen Information that has not been made public by Nuveen. This policy applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a regulator). Follow the policy both in letter and in spirit. And if you have questions, contact Compliance. Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Terms with Special Meanings Within this policy, these terms are defined as follows: Contribution Any money or any item or service of value, including gifts, loans, advances, payment of debts or expenses, or provision of staff or facilities, made to any recipient described in the table on page 3 for whom any limit, condition, or prohibition is described. Volunteering time outside of working hours is not considered a contribution for purposes of this policy. Solicit To communicate directly or indirectly with any individual or entity for the purpose of gaining or keeping a government entity as a client, or for the purpose of making a contribution occur. Nuveen Investments Compliance December 2013 Electronic Communications Policy Including Rules on Equipment Usage Summary and Scope State or local Any state; any non-state that is under the ownership, control, or protection of the United States; any county, city, town, or other municipality. What this policy is about State or local government entity Any state or local government, agency, authority, or instrumentality; any pool of assets sponsored by a state or local government (such as a defined pension plan, separate account or general fund); any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). Who this policy applies to Establishing restrictions and requirements for the proper use of Nuveen Equipment and the avoidance of any communications (including Social Media) that could create legal, regulatory, or reputational risks for Nuveen and its employees. All Permanent Employees. All Nuveen interns. Any consultants or temporary workers notified by Nuveen Investments Compliance or their local compliance officer that this policy applies to them. Important to understand Compliance with this policy involves knowledge of the rules as well as the need for good judgment. Following both the letter and spirit is essential to protecting Nuveen Information and using Nuveen Equipment in a productive, ethical and lawful manner. If you use Nuveen Equipment, you are considered to be familiar with this policy and to have agreed to its terms. Violations of this policy can lead to disciplinary action (up to and including termination of employment). General Employees All remaining Nuveen Employees (meaning those who are neither Access Persons nor Investment Persons) Your use of Nuveen Equipment is not private. Any and all communications, documents, files, data, or other information that in any way involve Nuveen Equipment are considered Nuveen property. Your use of Nuveen Equipment, including materials created or stored on Nuveen Equipment, is subject to monitoring and review at any time without notice and for any purpose. Key characteristics of this designation. The personal trading of General Employees is typically monitored against the trading activities of all Nuveen advisers. The policies in the Code treat General Employees and Access Persons alike, although the Compliance monitoring may differ. Terms with Special Meanings Within this policy, these terms are defined as follows: Electronic Communications Email, instant messages, SMS messages, MMS messages, and all other forms of electronic communication. Instant messages are typically sent from one screen name to another through a host site. SMS messages (“texting”) and MMS messages (text messages containing photos, video, or other non-text content) are sent directly between phone numbers. Telephone calls and voicemails are not considered Electronic Communications. Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management LLC. Nuveen Equipment Any device or system that is owned, leased, or furnished by Nuveen, and is used to process, transmit, store, or communicate any Electronic Communication. Examples include email accounts, internet and intranet access systems, networks, computers, tablets, portable storage media, telephones, smartphones, voicemail systems, printers, copiers, scanners, fax machines, and wireless network adaptors. Nuveen Information Any written language, image, video, data, software code, or other business-related information generated or used by Nuveen for business purposes, as well as any other type of information that is created, transmitted, or stored on Nuveen Equipment. Nuveen Non-Public Information Any Nuveen Information that has not been made public by Nuveen. Permanent Employee Any full- or part-time employee of Nuveen, NOT including consultants and temporary workers. Social Media Any internet site or electronic communication network that allows the posting or transmission of information. Common examples include Facebook, LinkedIn, Twitter, Pinterest, Instagram, and YouTube, as well as any forum, chat room, or other virtual facility where an individual may post questions or comments. What’s New Notable changes to this document since the previous version. • New employee categories created. • Expanded rules around Managed Accounts. • New accounts must be reported within 10 days (instead of 30). • Trading of a limited number of shares in many stocks is now possible without pre-clearance. • There is a minimum 30-day holding period for securities (unless you are selling at a loss, or unless it is an ETF). • ETFs and closed-end funds are now subject to pre-clearance (unless the “limited number of shares” exception applies). • 529 Plan accounts and mutual fund accounts in which non-Nuveen Funds are the only possible investment are excluded from all requirements. Page 1 of 3 Page 1 of 6 Template for entire policy series
  • 86. Fewer customer calls/complaints
  • 87. Fewer customer calls/complaints Indication of respect for customer
  • 88. Fewer customer calls/complaints Indication of respect for customer Competitive point of difference
  • 89. Fewer customer calls/complaints Indication of respect for customer Competitive point of difference Greater legal protection
  • 90. Fewer customer calls/complaints Indication of respect for customer Competitive point of difference Greater legal protection
  • 91. Is Plain Language For You? Take This Simple Test
  • 92. What’s the least I can get away with?
  • 93. What’s the least I can get away with? Where are the opportunities in this situation?
  • 94. In Communications
  • 95. In Communications In Transactions
  • 96. In Communications In Transactions At Touchpoints
  • 97. In Communications In Transactions At Touchpoints Plain language is part of a worldview that is on the rise.
  • 98. Questions?
  • 99. less stick

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