PROSPER FUNDS SICAV

An Open-Ended Investment Company (Société d'Investissement à Capital Variable)

PROSPECTUS JULY 2019

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PROSPER FUNDS SICAV An Open-Ended Investment Company (société d'investissement à capital variable)

Luxembourg Trade and Companies Register no. B 150045

Principal Office

12 Rue Eugène Ruppert L-2453 Luxembourg

Board of Directors Chairman Sophie Mosnier

Independent Director

Directors Antonio TRICARICO Executive Officer, Degroof Petercam Asset Services

Thierry Robin Director, Prosper Professional Services SA, Geneva

Management Company DEGROOF PETERCAM ASSET SERVICES

12 Rue Eugène Ruppert L-2453 Luxembourg

Manager of the Prosper Stars & Stripes Fund Sub-fund

ROUBAIX CAPITAL LLC

1400 16th Street, Suite 520 Denver 80202 USA

Manager of the Global Macro Fund Sub-fund

PLURIMI WEALTH LLP

11 Waterloo Place London SW1Y 4AU

Foreign exchange risk manager for the Prosper Stars & Stripes Fund Sub-fund

DEGROOF PETERCAM ASSET SERVICES S.A. 12 Rue Eugène Ruppert L-2453 Luxembourg

Foreign exchange risk manager for the Global Macro Sub-fund

PLURIMI WEALTH LLP

11 Waterloo Place London SW1Y 4AU

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Global Distributor PROSPER PROFESSIONAL SERVICES SA 8, Rue Muzy CH-1207 Geneva

Custodian BANQUE DEGROOF PETERCAM LUXEMBOURG S.A. 12 Rue Eugène Ruppert L-2453 Luxembourg

Domiciliary Agent, Administrative Agent, Transfer Agent and Registrar

DEGROOF PETERCAM ASSET SERVICES S.A. 12 Rue Eugène Ruppert L-2453 Luxembourg

Auditor PRICEWATERHOUSECOOPERS S.À R.L. 2 Rue Gerhard Mercator L-2182 Luxembourg

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WARNING PROSPER FUNDS SICAV (hereinafter “Fund”) is registered on the official list of Undertakings for Collective Investment (“UCI”), in accordance with the Law of 17 December 2010 on UCIs and the amendments thereto (hereinafter “Law of 2010”). Such registration shall in no event, or in any manner whatsoever, be deemed a positive assessment by the Luxembourg supervisory authority (Commission de Surveillance du Secteur Financier – “CSSF”) of the quality of the securities offered for sale. The Fund’s board of directors (hereinafter “Board of Directors”) has taken all possible precautions to ensure that the facts stated in the Prospectus are true and accurate and that there are no significant omissions that could render any of the statements herein inaccurate. The Board of Directors accepts liability for the accuracy of the information contained in this Prospectus on its publication date. Consequently, any information or statement that is not contained in the Prospectus, or the reports that form an integral part hereof, should be considered as unauthorized. This Prospectus may be updated. Therefore, all potential subscribers are recommended to contact the Fund to ascertain whether a more recent version of the Prospectus has been published. The Fund is an approved undertaking for collective investment in transferable securities (UCITS) in Luxembourg. The Prospectus may not be used to make a public offer or to solicit sales in any other jurisdiction and under any circumstances in which such offer or solicitation is not authorized. Any potential subscriber for shares who receives a copy of the Prospectus or a subscription form in a jurisdiction other than the ones specified above shall not consider such documents as an invitation to purchase or subscribe for shares, except if in such jurisdiction such invitation may be made lawfully without complying with registration or other requirements, or except if such person complies with the laws in force in the relevant jurisdiction, obtains all government or other authorizations required and carries out all applicable formalities, if any. Before any subscription, it is necessary to verify in which country or countries the Fund is registered and, more specifically, which sub-funds and share classes or series are authorized for sale, as well as any legal limitations and foreign exchange restrictions that may apply to the subscription, purchase, ownership or sale of the Fund’s shares.

None of the steps required by the U.S. Investment Company Act of 1940, the amendments thereto or any other securities legislation have been taken to register the Fund or its securities with the U.S. Securities and Exchange Commission. Therefore, this Prospectus cannot be delivered, transmitted or distributed in the United States of America or its territories or possessions, or provided to a “U.S. person”, as defined by Regulation S of the U.S. Securities Act of 1933, as amended, except in connection with transactions that are exempt from registration under the Securities Act of 1933. Any non-compliance with these restrictions may constitute a violation of U.S. securities laws. The Fund’s shares may not be offered or sold to “U.S. persons”, to persons who may lack legal capacity or to persons to whom it would be illegal to make a sales solicitation (hereinafter “unauthorized persons”). The Board of Directors will demand the immediate redemption of shares bought or held by unauthorized persons, including investors who become unauthorized persons after acquiring their shares. Investors are required to inform the Fund and/or the Transfer Agent and Registrar i) if they become an unauthorized person, or ii) if they hold shares in the Fund in breach of statutory/regulatory provisions, the Prospectus or the Fund’s articles of incorporation, or iii) of any circumstances that may have tax or statutory/regulatory consequences for the Fund or the shareholders or that may be otherwise unfavorable

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to the interests of the Fund or the other shareholders. The Fund draws investors’ attention to the fact that investors may fully exercise their rights as investors directly vis-à-vis the Fund, in particular the right to participate in general shareholders’ meetings, only if they personally appear, in their own name, on the Fund’s shareholders’ register. If an investor invests in the Fund through an intermediary who invests in the Fund in its own name but on behalf of the investor, certain shareholder rights may not necessarily be able to be exercised directly by the investor vis-à-vis the Fund. Investors are recommended to obtain information about their rights. Investments in the Fund carry risks, including risks associated with the equities and bond markets, exchange rates between currencies and the volatility of interest rates. There is no assurance that the Fund will achieve its objectives. The value of the capital and the income from investments in the Fund is subject to variations, and investors risk not recovering the initial amount invested. Furthermore, past performance is not an indicator of future results. Before investing in the Fund, or in case of doubt about the risks associated with an investment in the Fund or whether a sub-fund corresponds to the investor’s risk profile in light of his personal situation, it is recommended that investors consult their own financial, legal and tax advisors in order to determine if an investment in the Fund is appropriate for them and to request their assistance so as to be fully informed of any legal or tax consequences and the potential effects of foreign exchange restrictions or controls that may apply to share subscription, ownership, redemption, conversion or transfer transactions under the laws in force in the country where such persons reside, are domiciled or are incorporated. All references in the Prospectus to: - “Euro” or “EUR” means the currency of the countries that are members of the European Union and that

have adopted the single currency.

- “CHF” means the currency that is legal tender in Switzerland.

- “USD” means the currency that is legal tender in the United States of America.

- “GBP” means the currency that is legal tender in the United Kingdom.

- “Business Day” means any full day on which the banks are open in Luxembourg. Copies of the Prospectus are available in the manner described above at the Fund’s principal office. Processing of personal data In accordance with the provisions of the data protection act applicable in the Grand Duchy of Luxembourg, and Regulation No. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data applicable since 25 May 2018 (the "Data Protection Act"), the SICAV, acting as data controller, gathers, stores and processes, electronically or otherwise, data provided by investors for the purposes of providing the services required by investors and complying with its legal and regulatory obligations. The data processed includes in particular the name, contact details (including postal or e-mail address), bank details and the amount invested by each investor (or, where the investor is a legal person, the data of its contact persons and/or owner(s)) ("Personal Data”). Investors may, at their discretion, refuse to disclose their Personal Data to the SICAV. In this case, however, the Fund may reject a subscription application. In accordance with the conditions set out in the Data Protection Act, each investor has the right:

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- to access their Personal Data; - to request that their Personal Data be corrected if they are inaccurate or incomplete; - to oppose the processing of their Personal Data; - to request the deletion of their Personal Data; - to request that their Personal Data be transferred. Each investor may exercise the above rights by writing to the registered office of the Fund. Investors also acknowledge the existence of their right to file a complaint with a data protection supervisory authority. The Personal Data provided by investors is processed in particular in order to process subscriptions, redemptions and conversions of shares and the payment of distributions to investors, account management, client relationship management, tax identification required by Luxembourg or foreign laws and regulations (including laws and regulations relating to CRS/FATCA) and compliance with applicable anti-money laundering rules. Personal Data provided by investors are also processed for the purpose of keeping the SICAV's shareholder register up to date. In addition, Personal Data may also be processed for commercial purposes. All investors have the right to object to the use of their personal data for commercial purposes by notifying the SICAV's registered office in writing of their refusal. To this end, Personal Data may be transferred to affiliated entities and third parties supporting the activities of the Fund, including the Management Company, the Manager, the Distributors, the Custodian, the Statutory Auditor and/or any other agent of the Fund, acting collectively as sub-contractors (the "Sub-contractors"). Sub-contractors are located in the European Union or Switzerland. The Fund may transfer Personal Data to third parties such as governmental or regulatory agencies, including tax authorities, inside or outside the European Union, in accordance with applicable laws and regulations. In particular, such personal data may be disclosed to the Luxembourg tax authorities, which, in turn, as data controller, may disclose them to foreign tax authorities.

Personal data will not be stored longer than necessary for the purposes of data processing, subject to the applicable legal retention periods provided for by law. By subscribing for the Fund’s shares, each investor consents to such processing of his personal data. Investments in the shares of the various sub-funds should be made on the basis of the information contained in the Key Investor Information Document (“KIID”). The KIID is a pre-contractual document that contains key information for investors. It includes appropriate information on the main features of each share class in a particular sub-fund. If you are considering investing in shares, you should first carefully read the DICI and the Prospectus and its schedules, if any, which contain specific information on the investment policies of the various sub-funds. You should also review the most recent annual and semi-annual reports published by the Fund. Copies of these documents are available on the website at www.prosperfunds.lu, or from local representatives or entities that market the Fund’s shares, if applicable. In addition, they may be obtained on request, free of charge, from the Fund’s registered office.

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TABLE OF CONTENTS

Page I. General Description ...................................................................................................................... 9 II. Management and Administration ................................................................................................. 10

1. Board of Directors .............................................................................................................. 10

2. Management Company ..................................................................................................... 10 3. Managers ............................................................................................................................ 12

4. Global Distributors………………………………………………………………………….. 12 5. Foreign Exchange Risk Manager ..................................................................................... 12 6. Custodian and Paying Agent ............................................................................................ 13 7. Domiciliary Agent, Administrative Agent, Transfer Agent and Registrar ..................... 14 8. Audits of the Fund’s Accounts .......................................................................................... 15

III. Investment Objectives, Policies and Restrictions ...................................................................... 15

1. General Provisions ............................................................................................................. 15

2. Investment Objectives and Policies, Risk Profile and Profile of Investors in the Various Sub-Funds ............................................................................................................

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3. Eligible Financial Assets .................................................................................................... 28

4. Investment Restrictions ..................................................................................................... 30

5. Financial Techniques and Instruments ............................................................................ 37

IV. Shares ............................................................................................................................................ 41

1. General Provisions ............................................................................................................. 41

2. Features of Shares ............................................................................................................ 42

3. Issue and Subscription Price of Shares .......................................................................... 45

4. Redemption of Shares ....................................................................................................... 49

5. Conversion of Shares ........................................................................................................ 50

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V. Net Asset Value of Shares ........................................................................................................... 52

1. Definition and Calculation of Net Asset Value ................................................................ 52 2. Suspension of the Calculation of Net Asset Value and of Share Issues,

Redemptions and Conversions ........................................................................................

54 VI. Distributions ................................................................................................................................... 56 VII. Taxation .......................................................................................................................................... 56 VIII. Charges and Costs ....................................................................................................................... 59 IX. Fiscal Year – Shareholders’ Meetings ........................................................................................ 62

1. Fiscal Year .......................................................................................................................... 62

2. Shareholders’ Meetings ..................................................................................................... 62 X. Dissolution and Liquidation of the Fund ..................................................................................... 63

1. General Provisions ............................................................................................................. 63 2. Voluntary Liquidation ......................................................................................................... 63

3. Judicial Liquidation ............................................................................................................. 64

XI. Liquidation and Merger of Sub-Funds and Share Classes or Series ...................................... 64 XII. Information – Available Documents ............................................................................................ 65

1. Available Information ......................................................................................................... 65

2. Documents Available to the Public .................................................................................. 65

Schedule to the Prosper Funds SICAV Prospectus (the “Fund”) – Information for investors in Switzerland ………………………………………………………………………………..….. 67

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I. GENERAL DESCRIPTION PROSPER FUNDS SICAV is a Luxembourg open-ended investment company (société d’investissement à capital variable – “SICAV”) with multiple sub-funds, which was incorporated in Luxembourg as a société anonyme (corporation) on 11 December 2009 for an indefinite term. The Fund is subject inter alia to the provisions of Part I of the Law of 2010, as well as of the Law of 10 August 1915 on commercial companies, as amended. The Fund’s minimum capital is EUR 1,250,000.00 (one million two hundred fifty thousand euros), which it must attain within six months from the date the Fund receives its authorization. The Fund’s capital is at all times equal to the sum of the net asset value of the Fund’s sub-funds, and is represented by fully paid-in shares without any indication of value. Changes to the capital are made automatically and without the need to comply with the measures regarding publication and entry in the Luxembourg Trade and Companies Register prescribed for capital increases and decreases of sociétés anonymes. The Fund’s articles of incorporation (hereinafter “Articles of Incorporation”) were published in the “Mémorial C, Recueil des Sociétés et Associations” on 29 December 2009, and were filed with the Registrar of the District Court (Tribunal d'Arrondissement) of and in Luxembourg. They may be consulted electronically on the website of the Luxembourg Trade and Companies Register (www.Ibr.lu). Copies of the Articles of Incorporation are also available on request, free of charge, from the Fund’s registered office and may be viewed on the website at www.fundsquare.net. The Fund was registered with the Luxembourg Trade and Companies Register under number B 150 045.

The Fund may consist of several sub-funds, each of which represents an aggregate of specific assets and liabilities, and each of which has a different investment policy and a specific reference currency. Within each sub-fund, shares may be of different classes, and within each class, shares may be of different series. Therefore, the Fund is designed to be an “umbrella fund” with multiple sub-funds that enables investors to choose a sub-fund whose management strategy best suits their objectives and risk sensitivity. As of the date of this Prospectus, the following sub-funds are available to investors: - PROSPER FUNDS SICAV – Prosper Stars & Stripes Fund (hereinafter “Prosper Stars & Stripes Fund”)

- PROSPER FUNDS SICAV – Global Macro Fund sub-fund (hereinafter "Global Macro Fund").

The Board of Directors may decide to create additional sub-funds. In such case, the Prospectus will be updated accordingly to include detailed information regarding such new sub-funds, including their investment policy and the terms and conditions of sale. In each sub-fund, the Board of Directors may at any time decide to issue different classes of shares (“share classes” or “classes”), whose assets will be invested in common in accordance with the relevant sub-fund’s specific investment policy, but that will have a specific fee structure or have other distinctive features specific to each class.

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The complete definition of the share classes is detailed in Chapter IV, “Shares”, Section 2, “Features of shares”, subsection a), “Share classes and series”. In each sub-fund and/or share class, the Board of Directors may at any time also decide to issue two share series (“share series” or “series”), which will differ according to their distribution policy:

The “distribution shares” series, which corresponds to distribution shares that will confer dividend rights

The “accumulation shares” series, which corresponds to accumulation shares that will not confer dividend rights

As of the date of the Prospectus, the sub-funds offer accumulation shares only. The amount of the Fund’s stated capital will at all times be equal to the net asset value of all sub-funds combined. The Fund’s stated capital will be expressed in EUR. Each shareholder may request that the Fund redeem his shares, in accordance with the conditions and procedures described below in Chapter IV “Shares”, Section 4, “Redemption of shares”. Vis-à-vis third parties, the Fund constitutes a single legal entity. The assets of a particular sub-fund are liable only for the debts, undertakings and obligations of that sub-fund. In dealings among shareholders, each sub-fund is treated as a separate entity. The shares of the sub-funds are not admitted to official listing on the Luxembourg Stock Exchange.

II. MANAGEMENT, ADMINISTRATION AND DISTRIBUTION 1. BOARD OF DIRECTORS

The Board of Directors has the broadest possible powers to act in all circumstance in the Fund’s name, subject to the powers that Luxembourg law expressly grants to general shareholders’ meetings. The Board of Directors is responsible for administering and managing the assets of each of the Fund’s sub-funds. It may perform all management and administration acts on behalf of the Fund, in particular buying, selling, subscribing or exchanging all securities and directly or indirectly exercising all rights pertaining to the Fund’s assets.

2. MANAGEMENT COMPANY The Board of Directors has appointed, under its own responsibility and subject to its supervision, Degroof Petercam Asset Services (“DPAS”) as the Fund’s management company (hereinafter, “Management Company”). Degroof Petercam Asset Services is a Luxembourg société anonyme, which was incorporated in Luxembourg on 20 December 2004 for an unlimited term. Its principal office is located at 12 Rue Eugène Ruppert, L-2453 Luxembourg. Its stated capital, fully subscribed and paid-in, is EUR 2,000,000.00.

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Its Supervisory Board is composed of the following persons: Bruno HOUDMONT Hugo LASAT Pascal NYCKEES Jean-Michel GELHAY Frédéric WAGNER Its Board of Directors is composed of the following persons: John PAULY Sandra REISER Frank VAN EYKEN Jérôme CASTAGNE DPAS is governed by Chapter 15 of the Law of 2010 and, as such, is responsible for collective management of the Fund’s portfolio. Pursuant to Appendix II of the Law of 2010, this activity encompasses the following tasks:

(I) Portfolio management. In this context, DPAS may:

­ Provide all advice and recommendations as to investments to be made; ­ Enter into all contracts, and buy, sell, exchange and deliver all transferable securities and all

other assets; ­ Exercise, on the Fund's behalf, all voting rights attached to the transferable securities that

constitute the Fund’s assets.

(II) Administration, which includes:

a) The Fund's legal and accounting management services; b) Following up clients’ requests for information; c) Portfolio valuation and determining the value of the Fund's Shares (including tax aspects); d) Verifying compliance with regulations; e) Maintaining the Fund's shareholders’ register; f) Distributing the Fund's income; g) Issuing and redeeming the Fund's Shares (i.e., activity as a Transfer Agent); h) Settling contracts (including mailing certificates); i) Registration and record-keeping of transactions.

(III) Marketing of the Fund’s Shares.

In accordance with the laws and regulations in force and with the prior approval of the Fund’s Board of Directors, DGI is authorized to delegate, at its own expense, all or part of its duties and powers to any person or company that it deems appropriate (hereafter “representative(s)”), it being understood that the Prospectus will be amended prior thereto and that DGI will remain entirely liable for the actions of such representative(s). Currently, the Fund’s management and distribution functions are delegated.

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3. MANAGERS The Management Company has delegated management of the Prosper Stars & Stripes Fund sub-fund to Roubaix Capital, LLC. In this connection, the Management Company and Roubaix Capital, LLC have entered into a management agreement for an indefinite term. Pursuant to this agreement, Roubaix Capital, LLC is responsible for the day-to-day management of the assets in the Prosper Stars & Stripes Fund’s sub-fund’s portfolio. Roubaix Capital, LLC, whose registered office is located at 2711 Centerville Rd, Suite 400, Wilmington, DE 19808, USA, and whose principal place of business is located at 1400 16th Street, Suite 520, Denver, CO 80202, USA, offers primarily advice and management services to investment vehicles. It is supervised by the U.S. Securities and Exchange Commission (SEC) in Washington. The Management Company has delegated management of the Global Macro Fund sub-fund to Plurimi Wealth LLP. In this connection, the Management Company and Plurimi Wealth LLP have entered into a management agreement for an indefinite term. Pursuant to this agreement, Plurimi Wealth LLP is responsible for the day-to-day management of the assets in the Prosper Global Macro Fund’s sub-fund’s portfolio. Plurimi Wealth LLP has its registered office at 11 Waterloo Place, London SW1Y 4AU. It was incorporated on 17 March 2007 and is regulated by the UK’s Financial Conduct Authority, which authorized it to manage investment funds on 1 October 2007. 4. GLOBAL DISTRIBUTOR The Management Company has delegated distribution of the Fund to Proposer Professional Services SA. In this connection, the Management Company and Prosper Professional Services SA have entered into a global distribution agreement for an indefinite term. Pursuant to this agreement, Prosper Professional Services SA is responsible for Fund distribution. 5. FOREIGN EXCHANGE RISK MANAGER To manage foreign exchange risk for the Prosper Stars & Stripes Fund sub-fund’s share classes denominated in EUR, CHF and GBP, the Board of Directors has appointed Degroof Petercam Asset Services as Foreign Exchange Risk Manager (hereinafter “Foreign Exchange Risk Manager”). For this purpose, an indefinite term foreign exchange risk management agreement was entered into between the Fund, the Prosper Stars & Stripes Fund sub-fund’s manager and the Foreign Exchange Risk Manager. Pursuant to this agreement, the Foreign Exchange Risk Manager will apply a management technique intended to protect to the extent possible against foreign exchange risk associated with the various currencies held in the portfolio. The foreign exchange hedging technique used consists in periodically rolling over foreign exchange futures. To manage foreign exchange risk for the Global Macro Fund sub-fund’s share classes denominated in USD, GBP and CHF, the Board of Directors has appointed Plurimi Wealth LLP as Foreign Exchange Risk Manager (hereinafter “Foreign Exchange Risk Manager”).

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For this purpose, an indefinite term foreign exchange risk management agreement was entered into between the Fund, the Management Company and the Manager. Pursuant to this agreement, the Foreign Exchange Risk Manager will apply a management technique intended to protect to the extent possible against foreign exchange risk associated with the various currencies held in the portfolio. The foreign exchange hedging technique used consists in periodically rolling over foreign exchange futures. 6. CUSTODIAN AND PAYING AGENT Banque Degroof Petercam Luxembourg S.A. has been appointed custodian of the Fund’s assets (hereinafter “Custodian”), within the meaning of Article 33 of the Law of 2010. Banque Degroof Petercam Luxembourg S.A. is a société anonyme incorporated under the laws of Luxembourg. It was incorporated in Luxembourg on 29 January 1987 for an indefinite term under the name Banque Degroof Luxembourg S.A. Its principal office is located at 12 Rue Eugène Ruppert, L-2453 Luxembourg, and it has engaged in the banking business since its incorporation. The Custodian performs its duties pursuant to a custodian agreement entered into for an indefinite term between Banque Degroof Petercam Luxembourg S.A. and the Fund. Pursuant to this agreement, Banque Degroof Petercam Luxembourg S.A. also acts as Paying Agent to provide financial servicing for the Fund’s shares. The Custodian performs the obligations and duties imposed by Luxembourg law and, more specifically, the tasks prescribed by Articles 33 to 37 of the Law of 2010. The Custodian is required to act honestly, fairly, professionally, independently and solely in the interest of the Fund and the Fund’s shareholders. With respect to the Fund or the management company that acts on behalf of the Fund, the Custodian is prohibited from engaging in activities that may generate conflicts of interest between the Fund, the shareholders, the management company and the Custodian. An interest is a source of a benefit of any type, and a conflict of interest is a situation in which, in performing its tasks as Custodian, the Custodian’s interests are in competition with those of, in particular, the Fund, the shareholders and/or the management company. The Custodian may directly or indirectly provide the Fund with a set of banking services in addition to custodian services, strictly speaking. The provision of additional services and the capital ties between the Custodian and certain Fund entities may generate conflicts of interest between the Fund and the Custodian. The situations that may generate potential conflicts of interest during the performance of the Custodian’s tasks may include inter alia the following: - the Custodian may realize a financial gain or avoid a financial loss at the Fund’s expense; - the Custodian has an interest in performing its tasks that is different from the Fund’s interest; - the Custodian is encouraged, for financial or other reasons, to the prefer a client’s interests over those of the Fund; - the Custodian receives or will receive a benefit in connection with the performance of its tasks, other than customary fees, from a counterparty other than the Fund;

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- certain members of Banque Degroof Petercam Luxembourg S.A.’s personnel are members of the Fund’s board of directors; - the Custodian and the management company have direct or indirect ties to Banque Degroof Petercam S.A. and certain members of Banque Degroof Petercam S.A.’s personnel are members of the management company’s board of directors; - the Custodian uses delegations of authority and sub-delegates to perform its duties; - the Custodian may provide the Fund with a set of banking services in addition to custodian services. The Custodian may engage in this type of activity if it has separated, at the functional and hierarchical level, the performance of its tasks as Custodian from its other potentially conflicting tasks and if the potential conflicts of interest are duly detected, managed, monitored and disclosed to the Fund’s shareholders. In order to mitigate, identify, prevent and reduce conflicts of interest that may arise, conflict of interest procedures and measures have been set up within the Custodian to concretely ensure that, in the event a conflict of interest arises, the Custodian’s interest is not inequitably preferred. In particular: - the members of Banque Degroof Petercam Luxembourg S.A.’s personnel who are members of the Fund’s board of directors will not interfere in the Fund’s management, which is delegated to the management company, which will perform such management itself or delegate it depending on its own procedures, rules of conduct and personnel; - no member of Banque Degroof Petercam Luxembourg S.A.’s personnel who performs or contributes to the performance of the duties associated with custody, oversight and/or properly monitoring liquidity flows may be a member of the Fund’s board of directors. The Custodian publishes the list of delegations of authority and sub-delegates it uses, on the following website: https://www.degroofpetercam.lu/fr/protection-de-linvestisseur. The Custodian chooses and supervises its sub-delegates in accordance with the Law of 2010. The Custodian controls the potential conflicts of interest that may arise with its sub-delegates. If despite the measures taken to mitigate, identify, prevent and reduce conflicts of interest that may arise within the Custodian a conflict arises, the Custodian must at all times comply with its statutory and contractual obligations to the Fund. If a conflict of interest risks significantly and unfavourably impacting the Fund or the Fund’s shareholders and cannot be resolved, the Custodian will duly inform the Fund, which will take an appropriate action. Shareholders may obtain updated information about the Custodian upon request. 7. DOMICILIARY AGENT, ADMINISTRATIVE AGENT, TRANSFER AGENT AND REGISTRAR The Management Company performs the duties of Domiciliary Agent, Administrative Agent and Transfer Agent and Registrar for the Fund. In this capacity, it performs the administrative duties required by Luxembourg law, such as bookkeeping and maintaining corporate records, including the shareholders’ register. In addition, it is responsible for periodically calculating the net asset value per share within each sub-fund and, if applicable, within each share class and series.

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8. AUDITS OF THE FUND’S ACCOUNTS

PricewaterhouseCoopers S.à r.l., Luxembourg, in its capacity as the Fund’s auditor, is responsible for auditing the Fund’s accounts and annual reports.

III. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS 1. GENERAL PROVISIONS a) The Fund’s Objectives The Fund’s main objective is to protect its capital in real terms and to generate long-term growth of the assets in each sub-fund. The Fund’s objective is to offer shareholders the possibility of profiting from an active professional management of a diversified portfolio of eligible financial assets. Each sub-fund’s portfolio is managed in accordance with its investment policy, which is defined in Section 2, “Investment Objectives and Policies, Risk Profile and Profile of Investors in the Various Sub-funds”, and which reflects the specific investment style and convictions of its manager(s) and/or investment advisor(s). b) The Fund’s Investment Policy The Fund seeks to attain this objective primarily through active management of portfolios of eligible financial assets. In compliance with the conditions and restrictions specified in Sections 3 to 5 below, and in accordance with each sub-fund’s investment policy as defined below, eligible financial assets may include, in particular, transferable securities, money market instruments, shares or units in UCITS and/or UCIs, bank deposits and/or derivative financial instruments, without, however, excluding other types of eligible financial assets. Each sub-fund may (a) invest in derivatives both to achieve investment objectives and for hedging purposes and effective portfolio management, and (b) use techniques and instruments involving transferable securities and money market instruments for purposes of effective portfolio management, under the conditions and within the limits set by the law, the regulations and administrative practice, and in accordance with the restrictions described in Sections 2 to 5 below. Each of the Fund’s sub-funds has a different investment policy in terms of the types and shares of eligible financial assets and/or in terms of geographical, industrial or sector-based diversification. c) Risk Profile of the Fund The specific risks of each sub-fund and their management objective are more fully described in the investment policy for each sub-fund. The assets in each sub-fund are subject to market fluctuations and to the risks inherent in all investments in financial assets. No guarantee can be given that the Fund’s objective will be achieved or that investors will recover the amount of their initial investment.

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However, the conditions and limits described in Sections 3 to 5 below seek to ensure portfolio diversification in order to limit such risks, although they cannot be eliminated entirely. The Fund’s investments in shares or units of UCIs expose the Fund to risks associated with the financial instruments such UCIs hold in their portfolios. However, certain risks are specific to the Fund’s holding of UCI shares or units. Certain UCIs may rely on leverage, either by using derivatives or through borrowing. The use of leverage increases the volatility of the share price of these UCIs and, therefore, the risk of capital loss. Investments made in UCI shares or units may also present a higher liquidity risk than a direct investment in transferable securities. Nevertheless, investing in UCI shares or units enables the Fund to gain access, in a flexible and efficient manner, to different professional management styles and greater diversification of investments. A sub-fund that invests primarily through a UCI will ensure that the UCI’s portfolio has appropriate liquidity features enabling it to meet its own redemption obligations. The method used to select target UCIs will take into account such UCIs’ redemption frequency, and the portfolio of such a sub-fund will include primarily UCIs with a redemption frequency that is the same as that of the relevant sub-fund. It should be noted that the activity of a UCI or sub-fund that invests in other UCIs may result in the duplication of certain costs. Any costs that may be incurred by a sub-fund of the Fund, as a result of investing in UCIs, may be doubled. The risks associated with investments in equities and other securities similar to equities include fluctuations in value that may be significant at times, prolonged decreases in value due to general economic and political circumstances or due to the specific situation of each issuer, or the loss of the capital invested in the financial asset in the event of the issuer’s default (market risk). It should be noted that certain warrants, as well as options, although they potentially offer investors more significant gains than equities because of their leverage, have significantly higher price volatility compared to the price of the underlying asset or financial index. In addition, these instruments may lose their entire value. Investments in convertible bonds are sensitive to fluctuations in the price of the underlying equities (the “equity component” of the convertible bond) but offer a certain form of protection for a portion of the capital (the “bond floor” of the convertible bond). However, the greater the equity component, the lower the protection afforded to capital. Accordingly, a convertible bond whose market value has risen significantly due to an increase in the price of the underlying equity will have a risk profile closer to that of a share. On the other hand, a convertible bond whose market value has fallen to its bond floor due to a fall in the price of the underlying equity will have, at that level, a risk profile close to that of a standard bond. Convertible bonds, like all other types of bonds, are subject to the risk that the issuer may not be able to comply with its obligations to pay interest and/or repay the principal at maturity (credit risk). Market perception of an increase in the likelihood that such risk will occur with respect to a particular issuer sometimes results in a significant drop in the market value of the bond and, therefore, of the protection afforded by the bond component of the convertible bond. Furthermore, bonds are exposed to a risk of a drop in their market value due to an increase in the reference interest rate (interest rate risk). Investment in contingent convertible bonds could result in significant losses due to certain triggering events. The occurrence of these triggering events creates a different type of risk than conventional bonds and may be more likely to result in a partial or total loss of value or, alternatively, they may be converted into shares of the issuing company that may also have suffered a loss in value. These triggering events may include a

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reduction in the issuers’ capital ratio, a determination by a regulator or a capital injection by a national authority. Investors should be aware that in the event of a financial crisis, measures taken by regulators or companies themselves may lead to concentrations of these triggering events. Some contingent convertible bonds are issued as perpetual instruments, callable at predetermined levels only with the approval of the competent authority. It cannot be assumed that perpetual contingent convertible bonds will be called on the call date. Some contingent convertible bonds are a form of permanent capital. The investor’s capital may not be repaid as scheduled on the call date or even on any date. Even if the price remains unchanged, the market value of an investment denominated in a currency other than that of a particular sub-fund or share class, expressed in the currency of the relevant sub-fund or share class, may fall due to an unfavourable change in the two currencies’ exchange rate. Investments made in so-called “emerging” markets and in the securities of small companies may have lower liquidity and greater volatility than investments made in so-called “classic” markets or in the securities of large companies. During periods of political instability, monetary crises (in particular, credit crises) and economic crises, the financial markets generally experience significant falls in market values, increased price volatility and reduced liquidity. This increased volatility and reduced liquidity generally have the greatest impact on “emerging” markets, financial assets issued by small companies and small bond issues. During such exceptional events, the Fund may be obligated to realize assets for a price that does not reflect their intrinsic value (liquidity risk) and investors may face the risk of significant losses. Investors who wish to ascertain the historical performance of active sub-funds should consult the simplified Prospectus for the relevant sub-fund, which, in principle, shows the figures for the last three fiscal years. The attention of investors is drawn to the fact that these figures should in no event be considered an indicator of the future performance of the Fund’s various sub-funds. The investment objectives and policies decided by the Board of Directors, as well as the risk profile and typical profile, for each sub-fund are explained below. The above information is not exhaustive. It is not intended to constitute, nor does it constitute, legal advice. If in doubt, potential investors are advised to carefully read the Prospectus and consult their own professional advisors about the consequences of subscribing or trading the Fund's shares. 2. INVESTMENT OBJECTIVES AND POLICIES, RISK PROFILE AND PROFILE OF INVESTORS IN

THE VARIOUS SUB-FUNDS

a) Prosper Stars & Stripes Fund

(1) Investment Policy The objective of the Prosper Stars & Stripes Fund sub-fund is to offer investors capital growth through a diversified portfolio composed of eligible financial assets such as, in particular, equities, bonds and convertible bonds, money market instruments and any other type of investment, provided,

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however, the investment is an eligible financial asset for a UCITS governed by Part I of the Law of 2010. The sub-fund will attempt to meet its objective by investing primarily in equities and other securities similar to equities of North American issuers whose securities will be listed on a U.S. stock exchange or traded on a U.S. regulated market and/or companies that conduct the majority of their business activities in the United States of America. There is no restriction regarding the market capitalization of these issuers. Subject to this restriction, the sub-fund may, on an incidental basis, invest in all other securities, money market instruments, bank deposits and derivative financial instruments. In addition, the sub-fund may invest a maximum of 10% of its assets in units or shares of other UCITS and/or UCIs in order to be eligible as a coordinated UCITS, within the meaning of Directive 2009/65/EC. The use of derivative financial instruments is an integral part of the sub-fund’s investment policy. For investment purposes, to ensure that the portfolio is well managed and/or for hedging purposes, the sub-fund may use financial techniques and instruments in accordance with the conditions and limits specified in Section 3 below. Although its primary objective is to make medium- and long-term investments, the sub-fund will take advantage of arbitrage opportunities that come up and may hold cash temporarily. Derivative financial instruments that may be used include but are not limited to futures, options, contracts for difference (CFDs) and OTC derivative instruments. In this respect, the sub-fund may, for example, use CFDs to obtain synthetic short purchase or sale positions. The sub-funds’ off-balance sheet commitments will be limited to 100% of the assets and total risk exposure due to off-balance sheet commitments and positions in securities may not exceed 200% of net assets. CFDs are over-the-counter financial contracts that provide exposure to fluctuations (positive or negative depending on the direction of the transaction) in equities, baskets of equities or indexes without having to own or borrow the underlying financial instruments. These contracts provide that the seller will pay the buyer the difference between the actual value of the asset and the value of the asset at the time the contract is concluded. CFDs do not require that the relevant asset be bought or delivered, but simply allow the amount of the asset’s change in price to be collected or paid. These transactions are an arbitrage technique that enables the sub-fund to reduce its exposure to market risk or to specific sector-based risk. The risk generated by one or more exposures to a fall in the price of securities should not be viewed in isolation but in consideration of the overall portfolio and the sub-fund’s long positions in similar securities. Therefore, the risk associated with a sale of securities in this context is not absolute, but should be seen as a relative risk. However, if the Manager wishes to temporarily limit exposure to the market, the sub-fund may invest up to 100% of its net assets in cash, time deposits, interest rate or money market products, such as bonds, regularly traded money market instruments that mature within 12 months, and money market UCITS and UCIs. However, the sub-fund will avoid any excessive concentration of its assets in a single other money market UCITS or UCI and will, in general, comply with the investment restrictions and risk allocation rules described in Section 4 below. There are no restrictions regarding the currency in which these securities are issued. Time deposits and cash may not however exceed 49% of the sub-fund’s net assets, and time deposits and cash held with any counterparty, including the Custodian, may not exceed 20% of the sub-fund’s net assets.

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(2) Risk Profile The Prosper Stars & Stripes Fund sub-fund is subject to fluctuations of the equities and bond markets. To optimize its portfolio’s returns, the sub-fund is authorized to use derivative techniques and instruments in accordance with the conditions described in Section 3 below (in particular, securities warrants, contracts for difference (CFDs), futures, securities options, interest rate options, options on future contracts, etc.). Investors’ attention is drawn to the fact that the use of derivatives for trading purposes involves leverage. This increases the volatility of the sub-fund’s returns.

(3) Investor Profile

The sub-fund’s shares are offered to individual and institutional clients who may benefit from specific share classes. The sub-fund is intended for investors who can withstand certain risks. (4) Reference Currencies

The net asset value of the "Prosper Stars & Stripes Fund P EUR" and "Prosper Stars & Stripes Fund I EUR" share classes of the Prosper Stars & Stripes Fund is expressed in EUR. The net asset value of the “Prosper Stars & Stripes Fund P CHF” and “Prosper Stars & Stripes Fund I CHF” share classes of the Prosper Stars & Stripes Fund sub-fund is expressed in CHF. The net asset value of the “Prosper Stars & Stripes Fund I USD”, “Prosper Stars & Stripes Fund P USD” and "Prosper Stars & Stripes Fund 13" share classes of the Prosper Stars & Stripes Fund sub-fund is expressed in USD. The net asset value of the "Prosper Stars & Stripes Fund R GBP" and "Prosper Stars & Stripes Fund P GBP" classes of the Prosper Stars & Stripes Fund sub-fund is expressed in GBP. The net assets of the Prosper Stars & Stripes Fund sub-fund are consolidated in USD.

b) Global Macro Fund

(1) Investment Policy The objective of the Global Macro Fund sub-fund is to offer investors long-term capital gains through a flexible allocation of its assets. In view of the Global Macro strategy this sub-fund implements, the sub-fund seeks to profit from changes in the global economy. Therefore, investors’ attention is drawn to the fact that the sub-fund may use a broad range of instruments to successfully implement this strategy and to adapt to changes in the relevant economies. Essentially, the sub-fund dynamically allocates asset classes within a portfolio comprised of equities, bonds and convertible bonds (including contingent convertible bonds), money market instruments and cash and cash equivalents. Although investments may be made directly, the sub-fund may also invest through UCITS or UCIs (including through exchange-traded funds (ETFs)), within the meaning of Article 1, paragraph (2), subparagraphs a) and b), of Directive 2009/65/EC, that are regulated, open and diversified, and have a risk distribution comparable to that of Luxembourg UCIs governed by Part I of the Law of 2010.

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Contingent convertible bonds may not represent more than 10% of the net assets of the sub-fund. The sub-fund’s investments will be made primarily in the countries of the euro area and in G7 countries that are not members of the euro area (i.e., Japan, the United States, Great Britain and Canada). However, the investment policy retains a certain flexibility in terms of currencies and sector-based allocation. It should be noted that up to 30% of the sub-fund’s net assets may be exposed to emerging and frontier markets via:

- Investments in American and Global Depositary Receipts, referred to hereinafter as ADR and

GDR respectively, for which the underlying securities are issued by companies domiciled in an emerging company and are then traded on a regulated market outside of the emerging country, essentially in the United States or in Europe. The term ADR/GDR refers to American Depositary Receipts and Global Depositary Receipts, which replicate alternatives for shares that cannot be purchased locally for legal reasons. ADR and GDR are not listed locally, but are listed on markets such as New York and London. Moreover, they are issued by leading banks and/or financial institutions in industrialized countries. If an ADR/GDR contains an embedded derivative, said embedded derivative must comply with article 41 of the Law of 2010.

- Investments in UCITS or UCIs (including exchange-traded funds (ETFs)), thereby exposing it to

emerging and frontier markets.

- Investments in the Chinese “A” share market, either directly via the Shanghai Hong Kong Stock Connect or indirectly through UCITS or UCIs that are open-ended and have access to Chinese “A” shares as qualified foreign institutional investors (QFIIs).

- Investments in bonds and structured products and/or derivatives as described below:

- investments in Participatory Notes (or P-Notes) denominated in any currency. To clarify, P-

notes will be used primarily in order to obtain exposure to a local market with restricted access (such as the Indian market). Note that depending on their specific nature, P-Notes may be classified as transferable securities within the meaning of article 41(1) of the Law of 2010 and section 2 of the Grand Ducal Regulation of 8 February 2008 and/or transferable securities within the meaning of article 41(1) of the Law of 2010 and section 10 of the Grand Ducal Regulation of 8 February 2008.

The sub-fund may also invest up to a maximum of 25% of its net assets in structured products. The expression “structured products” refers to securities issued by prime financial institutions that seek to restructure the investment features of certain other investments (the “underlying assets”). In their capacity as financial institutions, such institutions issue securities (the “structured products”) whose performance is tied to that of the underlying assets. The underlying assets must be consistent with the sub-fund’s investment policy and investment objective. Furthermore, the risks inherent in exposure to these underlying assets must not exceed the investment limits described below. In addition to its net assets, and up to a maximum of 20% of its assets, the sub-fund may invest in the commodities markets through exchange-traded commodities (ETCs), provided they meet the definition of transferable securities provided in Article 41(1) a) – d) of the Law of 2010, Article 2 of the Grand-Ducal Regulation of February 8, 2008, and section 17 of ESMA guidelines 07-044b. These products must not include derivatives and must not entail physical delivery of the underlying

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commodities. The sub-fund may also invest in commodity index derivatives, up to the maximum of 20% described in this paragraph. For investment purposes, to ensure that the portfolio is well managed and/or for hedging purposes, the sub-fund may use financial techniques and instruments in accordance with the conditions and limits specified in Section 3 below. The sub-fund will use derivative financial instruments in a manner that does not result in a significant departure in the sub-fund’s risk profile from its risk profile without derivative financial instruments. The types of derivative financial instruments that may be used include, but are not limited to, currency forwards, warrants, forwards, options, contracts for difference (CFDs), swaps (including credit default swaps and total return swaps) and any other derivative traded over-the-counter. Therefore, the sub-fund may use these derivative financial instruments, for example, to obtain exposure to any class of eligible assets and/or use CFDs to obtain unhedged synthetic long or short positions. No geographical or other restriction applies to the selection of the assets underlying these derivative financial instruments, provided the underlying assets are instruments within the scope of Article 41(1) of the Law of 2010 and that they are consistent with the sub-fund’s investment policy, such as financial indices (in accordance with Article 50 (1)(g) of Directive 2009/65/EC and Article 9 of European Directive 2007/16/EC) and interest rate, forward exchange rate and currency indices. CFDs are over-the-counter financial contracts that provide exposure to fluctuations (positive or negative depending on the direction of the transaction) in equities, baskets of equities or indexes without having to own or borrow the underlying financial instruments. These contracts provide that the seller will pay the buyer the difference between the real value of the asset and the value of the asset at the time the contract is concluded. CFDs do not require that the relevant asset be bought or delivered, but simply allow the amount of the asset’s change in price to be collected or pa id. These transactions are an arbitrage technique that enables the sub-fund to reduce its exposure to market risk or to specific sector-based risk. The risk generated by one or more exposures to a fall in the price of securities should not be viewed in isolation but in consideration of the overall portfolio and the sub-fund’s long positions in similar securities. Therefore, the risk associated with a sale of securities in this context is not absolute, but should be seen as a relative risk. Credit default swaps and total return swaps may not account for more than 20% of the sub-fund’s assets. Credit default swaps may trade differently from the securities in the reference entity’s fund. Under unfavourable market conditions, the basis (the difference between the spread on the bond and the credit default swap spread) may be significantly more volatile. The sub-fund may invest up to a maximum of 20% of its assets in asset-backed securities (ABS) and/or mortgage-backed securities (MBS). Under unfavourable market conditions the assets underlying these securities may prove illiquid and react negatively in the event of payment defaults and/or interest rate increases. Warrants may not account for more than 20% of the sub-fund’s assets In general, the value of warrants fluctuates more significantly than the price of the underlying securities due to the greater volatility of warrant prices. Although its primary objective is to make medium- and long-term investments, the sub-fund will take advantage of arbitrage opportunities that come up and may hold cash temporarily.

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However, if justified by market conditions, the sub-fund may invest up to 100% of its net assets in cash, time deposits, interest rate or money market products, such as bonds, regularly traded money market instruments that mature within 12 months, and money market UCITS and UCIs. However, the sub-fund will avoid any excessive concentration of its assets in a single other money market UCITS or UCI and will, in general, comply with the investment restrictions and risk allocation rules described in Section 4 below. There are no restrictions regarding the currency in which these securities are issued. Time deposits and cash may not however exceed 49% of the sub-fund’s net assets, and time deposits and cash held with any counterparty, including the Custodian, may not exceed 20% of the sub-fund’s net assets. In order to ensure that the portfolio is well managed and/or to hedge its assets and liabilities, the sub-fund may use financial techniques and instruments in accordance with the conditions and limits specified in Section 5 below. In any event, the sub-fund will not invest more than 10% of its assets in UCITS or other UCIs (including through exchange-traded funds (ETF)) within the meaning of article 1, paragraph (2), sub-paragraphs a) and b) of Directive 2009/65/EEC that are regulated, open-end and diversified, and spread risks in a manner comparable to Luxembourg UCIs governed by Part I of the Law of 2010, so that the sub-fund is an eligible investment for other UCITS.

(2) Risk Profile The Global Macro Fund sub-fund is subject to fluctuations of the equities and bond markets. Risks associated with emerging and frontier markets Due to the fact that the sub-fund may be directly or indirectly exposed to emerging and frontier markets, investors’ attention is drawn to the fact that the manner in which markets in certain emerging and frontier markets operate and are supervised may differ from prevailing practices in most international markets. The statements below point out certain risks that may exist to varying degrees when investing in emerging market instruments. However, this list is not exhaustive and should not be deemed to offer advice on the advisability of such investments.

1. Country risks associated with a country’s legal system (i.e., limited regulation of securities markets, possible adoption of foreign exchange controls or other laws or local governmental restrictions, the possibility of limited legal recourse), its economy (i.e., regional and international political and economic developments), its political actions (i.e., government involvement in the private sector) and social actions, and its tax system, as well as the quality of the country’s governance.

2. Accounting practices (i.e., the accounting, audit and financial reporting system may not be in accordance with international standards; even if reports are in accordance with international standards, they may not always contain accurate information; companies may also be subject to limited financial information publication obligations).

3. Shareholder risks (i.e., current laws may not yet be sufficiently developed to protect the rights of minority shareholders; liability for breaches of existing shareholders’ rights may be limited).

4. Risks associated with the country’s currency (i.e., currency fluctuations) and restrictions on investments and repatriating such investments.

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5. Risks associated with higher volatility and lower market liquidity than in more industrialized countries, which means that investors may at times be unable to sell certain securities at the desired price, as well as risks associated with transparency and the quality of information available (i.e., less strict information requirements).

6. Higher risks of negative impacts of deflation and inflation. 7. Deposit and/or settlement systems may not be completely developed.

These risks may generate significant volatility in the relevant securities, markets and currencies Emerging and frontier market countries include, but are not limited to: (1) countries that have an emerging stock market in a developing economy, as defined by an international financial organization; (2) countries with low or middle income economies according to the World Bank; and (3) the countries listed as developing economies in World Bank publications. The list of emerging and frontier markets is subject to constant change. In general, they include all countries and regions other than the United States of America, Canada, Japan, Australia, New Zealand and Western Europe. Risks associated with Russia Russia is considered to be an unregulated market, with the exception of the Moscow Stock Exchange (following the merger of the “Moscow Interbank Currency Exchange” and the “Russian Trading System” in December 2011). Any direct investments in Russian securities will be made through the Moscow Stock Exchange. Risks associated with China Political and social risks Without question, investments in China are sensitive to any political, social or diplomatic events that may occur in China or concern China. Investors should be aware that any change to Chinese policies could have a negative impact on the securities markets in China and on the sub-fund's performance. Economic risks The Chinese economy is different to the economies of most developed countries in many ways, including in particular the degree of State intervention in the economy, the level of development, growth rates and exchange controls. The regulatory and legal framework that applies to capital markets and companies in China is not very sophisticated compared to developed countries. The Chinese economy has grown rapidly in recent years. However, this growth rate may not be sustainable and it may not benefit all sectors of the Chinese economy. New developments may have a negative impact on the sub-fund's performance. Legal and regulatory risk The Chinese legal system is based on written laws and regulations. Nevertheless, many such laws and regulations have never been tested in practice and their implementation is uncertain. More specifically, regulations governing the currency market in China are relatively new and their application is uncertain. These regulations also give the China Securities Regulatory Commission

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and the State Administration of Foreign Exchanges full powers to interpret the regulations as they see fit, which could exacerbate the uncertainty surrounding their application. Dependence on the Chinese ‘A’ share market The existence of a liquid market for Chinese ‘A’ shares may depend on supply and demand for Chinese ’A’ shares. Information on large shareholders Pursuant to Chinese reporting requirements concerning equity interests, if the sub-fund invests in Chinese ‘A’ shares it may be deemed to be acting in concert with other funds managed by companies in the same group as the Investment Manager or with a major shareholder of the Investment Manager, and the sub-fund's securities portfolio may need to be consolidated with the portfolios of said funds for reporting purposes if, after consolidation, any given equity interest exceeds the reporting threshold defined by Chinese law, i.e., 5% of the total number of shares issued by the corresponding listed Chinese company. As a result, the general public may have access to information about the securities in the portfolio, which may have a negative impact on the sub-fund's performance. In addition, subject to their interpretation by the Chinese courts and regulatory authorities, certain provisions of Chinese laws and regulations may apply to the sub-fund's investments, with the result that if securities held by the sub-fund (in conjunction with securities held by other investors deemed to be acting in concert with the sub-fund, as the case may be) exceed 5% of the total number of shares issued by a listed Chinese company, the sub-fund (and the other investors deemed to be acting in concert) must wait six months from the date of the most recent acquisition of said company shares before being able to dispose of any of the shares. If the sub-fund (or the other investors) breach this rule and sell all or any of its/their shares in said company before the end of said six-month period, the listed company may demand that it/they return the capital gains made on the transaction. Moreover, pursuant to Chinese civil procedure, a portion of the sub-fund's assets corresponding to said company's claims could be frozen. Risks associated with the Shanghai Hong Kong Stock Connect program The sub-fund may invest directly in certain eligible Chinese ‘A’ shares through the Shanghai Hong Kong Stock Connect program ("Stock Connect"). Stock Connect is an inter-connected securities trading and clearing program developed by Hong Kong Exchanges and Clearing Ltd ("HKEx"), the Shanghai Stock Exchange ("SSE") and China Securities Depository and Clearing Corporation Ltd ("ChinaClear"), with the aim of facilitating mutual market access between mainland China and Hong Kong. Stock Connect comprises a south-north trading link (the Northbound Trading Link) for investments in Chinese ‘A’ shares, which allows investors to place orders for eligible securities listed on the SSE and transfer the orders to the SSE through their brokers and a securities trading company created by the Hong Kong stock exchange (Stock Exchange of Hong Kong Limited - “SEHK”).

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International investors (including the sub-fund) may use Stock Connect to trade Chinese ‘A’ shares listed on the SSE ("SSE securities") through the Northbound Trading Link, in compliance with the rules and regulations issued and amended on a regular basis. SSE securities include at any given time all the securities listed on the SSE 180 and SSE 380 indexes and all Chinese ‘A’ shares that are not listed in these indexes but that have corresponding ‘H’ shares listed on the SEHK, with the exception of (i) shares listed on the SSE that are not available for trading in Renminbi (“RMB”), and (ii) shares listed on the SSE and included in the ‘risk alert’ list. The list of eligible securities may be amended at any time following its review and approval by the competent regulators in the People’s Republic of China (“PRC”). Further information on Stop Connect is available at: http://www.hkex.com.hk/eng/market/sec_tradinfra/chinaconnect/chinaconnect.htm.

Risk of quotas

Stock Connect is subject to investment quotas, which may restrict the sub-fund's ability to invest in Chinese ‘A’ shares through Stock Connect within a short timeframe, meaning the sub-fund may be unable to implement its investment policy in an effective manner. Risk of suspended trading The SEHK and the SSE reserve the right to suspend trading if necessary in order to ensure the market operates in a fair and ordered manner and to manage risks prudently. This may affect the sub-fund's ability to access the mainland China market through Stop Connect. Different listing days Stock Connect operates when the mainland China and Hong Kong stock markets are both open for trading and banking services are available in both markets on corresponding settlement days. This may mean that international investors (such as the sub-fund) may not be able to place orders for Chinese ‘A’ shares even though the date corresponds to a trading day in mainland China. As a result, the sub-fund may be exposed to the risk of fluctuations in the price of Chinese ‘A’ shares during the period Stock Connect is closed. Clearing and settlement risks and risks associated with the depositary Hong Kong Securities Clearing Company Ltd., a wholly-owned subsidiary of HKEx ("HKSCC"), and China Clear have established a clearing partnership whereby each is a member of the other in order to facilitate clearing and settlement of international transactions. As the national central counterparty for the mainland China securities market, China Clear manages a comprehensive network of clearing, settlement and depository infrastructures. China Clear has put in place a risk management framework and measures that have been approved and are monitored by the China Securities Regulatory Commission (“CSRC”). It is unlikely that China Clear would default. In the unlikely event that China Clear defaults or is declared to be in default, HKSCC would intervene in good faith to recover outstanding securities and funds from China Clear using existing legal channels or following its liquidation. In such a situation, the sub-fund may experience delays in the recovery process or may not recover all its losses from China Clear.

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Chinese ‘A’ shares traded through Stock Connect are issued in dematerialised form and investors such as the sub-fund will not hold any Chinese ‘A’ shares in physical form. Hong Kong investors and international investors such as the sub-fund that acquire SSE securities through the Northbound Trading Link must keep them in securities accounts opened by their brokers or depositaries with the Central Clearing and Settlement System operated by HKSCC for the clearing of shares that are listed or traded on the SEHK. More detailed information on the Stock Connect depositary system can be obtained from the Fund’s registered office. Nominee arrangements for Chinese ‘A’ shares HKSCC is the "nominee holder" of SSE securities acquired by international investors (including the sub-fund) through Stock Connect. Stock Connect's CSRC rules expressly stipulate that investors such as the sub-fund are entitled to the rights and benefits attached to SSE securities acquired through Stock Connect in accordance with the applicable laws. In FAQ published on 15 May 2015, the CSRC stated that (i) the concept of beneficial ownership is recognised in mainland China, (ii) international investors must hold SSE securities through HKSCC and will be entitled to proprietary interests in such securities as shareholders, (iii) mainland law does not expressly provide that a beneficial owner under the nominee holding structure may bring legal proceedings, but it does not prohibit a beneficial owner from doing so, (iv) as long as certification issued by HKSCC is treated as lawful proof of a beneficial owner’s holding of SSE Securities under the laws of the Hong Kong Special Administrative Region, it will be fully respected by the CSRC, and (v) provided an overseas investor can provide evidential proof of its direct interest as a beneficial owner, the investor may take legal action in its own name in the mainland courts. Pursuant to the Central Clearing and Settlement System rules operated by HKSCC for clearing of securities listed or traded on the SEHK, HKSCC - as the nominee holder - will not be bound by any obligation to take legal action or to bring legal proceedings in order to assert rights on behalf of the investors with regard to SSE securities in mainland China or elsewhere. Accordingly, even if the sub-fund's capacity as owner is ultimately recognized and HKSCC confirms that it is willing to assist the beneficial owners of the SSE securities if necessary, the sub-fund may experience delays or difficulties in exercising its rights to Chinese ‘A’ shares. In addition, it remains to be seen whether the courts in mainland China would allow a legal action brought independently by an international investor with certification to hold SSE securities issued by HKSCC. As HKSCC is deemed to have a custodial function with regard to assets held through it, it should be noted that the custodian and the sub-fund will not have any legal relationship with HKSCC and would have no direct legal recourse against HKSCC if a Fund experienced losses due to HKSCC’s non-performance or insolvency. Investor compensation The sub-fund's investments through Stock Connect's Northbound Trading Link will not be covered by the Hong Kong Investor Compensation Fund. This fund was set up to compensate investors of all nationalities who suffer financial losses due to the default of an intermediary or authorized financial institution in connection with products traded in Hong Kong. As defaults on northbound trades through Stock Connect do not concern products listed or traded on the SEHK or the Hong Kong Futures Exchange Limited market, they will not be covered by the Investor Compensation Fund. Also, as the sub-fund arranges its northbound trades through securities brokers in Hong Kong and does not use brokers in mainland China, it is not covered by the investor compensation fund for Chinese securities in mainland China.

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Operational risks Stop Connect offers Hong Kong investors and international investors such as the sub-fund a new way to directly access the mainland China stock exchange. Stock Connect relies on the proper functioning of the market participants’ operational systems. Market participants can participate in the program provided they comply with a number of requirements, relating in particular to their IT capacity and risk management procedures, as specified by the market or clearing authority. It should be borne in mind that the securities systems and legal systems of these two markets are significantly different, and in order to ensure that the pilot program functions correctly the marketplace will probably need to resolve problems arising from these differences as and when they occur. Moreover, the "connectivity" of the Stock Connect program provides for cross-border order routing. This entails the development of new IT systems by the SEHK and the market participants (more specifically, a new order routing system (China Stock Connect System) needs to be put in place by the SEHK and the market participants will need to connect to it). There is no guarantee that the systems of the SEHK and the market participants will operate correctly or that they will remain suited to future changes and developments on these two markets. If the relevant systems do not operate correctly, trading on both markets through the program may be suspended. This would have a negative impact on the sub-fund's capacity to access the Chinese ‘A’ share market (and to therefore implement its investment strategy). Transaction costs In addition to the transaction costs and stamp duty payable when Chinese ‘A’ shares are traded, the sub-fund may need to pay additional portfolio charges, dividend tax or income tax on income generated by share transfers, as determined by the relevant authorities. Regulatory risk Stock Connect's CSRC rules are administrative regulations with legal effect in the People's Republic of China. However, the application of these rules has not yet been put to the test and there is no guarantee that the mainland Chinese courts will recognize their validity with regard, for example, to the liquidation of companies in mainland China. Stock Connect is an innovative program that is governed by regulations enacted by the regulatory authorities and implementation rules laid down by the mainland China and Hong Kong stock markets. In addition, the regulators may introduce new rules from time to time governing operations and the legal application internationally of cross-border transactions within the framework of Stock Connect. The rules have not yet been put to the test and it is impossible to predict with any degree of certainty how they will be applied. In addition, they may be modified in the future. There is no guarantee that Stop Connect will not be abolished. Any such developments may have an adverse impact on the sub-fund. Tax risks associated with Stop Connect

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Pursuant to Caishui 2014 no. 81 ("Circular 81"), foreign investors investing in Chinese ‘A’ shares listed on the Shanghai stock exchange through Stock Connect will be temporarily exempt from corporation tax and business tax in China on gains when they dispose of their Chinese ‘A’ shares. Dividends will be liable for corporation tax in mainland China on the basis of a 10% withholding tax, unless a double taxation treaty has been signed with China providing for a reduced rate if an application to the Chinese tax authorities to that effect is accepted. Note that Circular 81 provides that the exemption from corporation tax in effect since November 17 is a temporary measure. Accordingly, as soon as the PRC authorities announce the date on which the exemption measure will be withdrawn, the sub-fund will have to take action in anticipation of future tax payments, which could have a very negative impact on the sub-fund's Net Asset Value. To optimize its portfolio’s returns, the sub-fund is authorized to use derivative techniques and instruments in accordance with the conditions described in Section 3 below (in particular, securities warrants, contracts for difference (CFDs), futures, securities options, interest rate options, options on future contracts, etc.). Investors’ attention is drawn to the fact that the use of derivatives for trading purposes involves leverage. This increases the volatility of the sub-fund’s returns.

(3) Total Exposure

The sub-fund’s total exposure is measured using the absolute VaR method.

Target leverage is 300% of the sub-fund’s assets. However, from time to time, this level may be significantly exceeded. Leverage corresponds to the total of the notional exposure of the derivative financial instruments used, as defined in Section 4 “Derivative Financial Instruments” below.

(4) Investor Profile

The sub-fund’s shares are offered to individual and institutional clients who may benefit from specific share classes. The sub-fund is intended for investors who can withstand certain risks.

(5) Reference Currencies

The net asset value of the "Global Macro I EUR", "Global Macro S EUR" and "Global Macro P EUR" share classes is expressed in EUR. The net asset value of the "Global Macro I USD" and "Global Macro P USD" share classes is expressed in USD. The net asset value of the "Global Macro I CHF" and "Global Macro P CHF" share classes is expressed in CHF. The net asset value of the "Global Macro R GBP" share class is expressed in GBP. The net assets of the Global Macro Fund sub-fund are consolidated in EUR.

3. ELIGIBLE FINANCIAL ASSETS The Fund’s various sub-funds must invest exclusively in:

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Transferable securities and money market instruments a) Transferable securities and money market instruments that are listed or traded on a regulated

market as recognized by its home Member State and that is registered on the list of regulated markets published in the Official Journal of the European Union (“EU”) or on its official website (hereinafter “Regulated Market”);

b) Transferable securities and money market instruments traded on another regulated market in an EU

Member State that operates regularly and is recognized and open to the public; c) Transferable securities and money market instruments that are admitted to official listing on a stock

exchange in a non-EU Member State or are traded on another regulated market in a non-EU Member State that operates regularly and is recognized and open to the public;

d) Newly issued transferable securities and money market instruments, provided that (i) the issue terms

and conditions contain an undertaking that application will be made for admission to official listing on a stock exchange or to another regulated market that operates regularly and is recognized and open to the public, and that (ii) such admission is secured no later than one year after the issue;

e) Money market instruments other than those traded on a regulated market, provided that the issues

or the issuers of these instruments are themselves subject to regulations intended to protect investors and savings, and that these instruments are:

­ Issued or guaranteed by a central, regional or local government, by a central bank of an EU

Member State, by the European Central Bank, by the EU or by the European Investment Bank, by a third country or, in the case of a federal country, by one of the members of the federation, or by an international public organization of which one or more EU Member States are members; or

­ Issued by a company whose shares are traded on the regulated markets referred to in

subsections a), b) and c) above; or ­ Issued or guaranteed by an establishment subject to prudential supervision in accordance with

the criteria defined by Community law or by an establishment that is subject to and complies with prudential rules considered by the CSSF to be at least as strict as those imposed under Community law; or

­ Issued by other entities belonging to categories approved by the CSSF, provided that the

investments in these instruments are subject to investor protection rules that are equivalent to those set out in the first, second or third paragraphs above, and that the issuer is a company that has capital and reserves of at least ten million EUR (EUR 10,000,000.00) and prepares and publishes its annual financial statements in accordance with Directive 78/660/EEC, is an entity which, within a group of companies including one or more listed companies, is dedicated to financing the group or is an entity which is dedicated to financing securitization vehicles benefiting from a bank credit line.

Moreover, any of the Fund’s sub-funds may invest up to a maximum of 10% of its net assets in transferable securities and money market instruments other than those specified in subsections a) to e) above. Units of undertakings for collective investment

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f) Units of UCITS authorized in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to certain UCITS (“Directive 2009/65/EC”) and/or other undertakings for collective investment (“UCIs”) within the meaning of Article 1, paragraph 2, sub-paragraphs a) and b), of Directive 2009/65/CE, whether or not they are located in an EU Member States, on condition that:

­ These other UCIs are approved in accordance with laws providing that the bodies in question

are subject to supervision that the CSSF considers to be equivalent to that provided under Community laws and that there are sufficient guarantees of cooperation between authorities;

­ The level of protection guaranteed to unit-holders of such other UCIs is equivalent to that

provided for UCITS unit-holders and, in particular, that the rules relating to the division of assets, borrowings, loans, short sales of transferable securities and money market instruments are equivalent to the requirements of Directive 2009/65/CE, as amended;

­ The activities of such other UCIs are subject to semi-annual and annual reports that enable

investors to assess their assets and liabilities, as well as the profits and transactions for the relevant period;

­ The share of the assets of the UCITS or of these other UCIs in which an investment is being

considered that can be invested overall in units of other UCITS or other UCIs does not exceed 10%, in accordance with their articles of incorporation.

Deposits with credit institutions g) Demand deposits with a credit institution or deposits that can be withdrawn and that have a maturity

date less than or equal to 12 months, on condition that the credit institution’s principal office, as specified in its articles of incorporation, is located in an EU Member State or, if the principal office of the credit institution, as specified in its articles of incorporation, is located in a third country, it is subject to prudential rules considered by the CSSF to be equivalent to those imposed by Community laws.

Derivative financial instruments h) Derivative financial instruments, including similar instruments resulting in a cash settlement, which

are traded on a regulated market of the type referred to in subsections a), b) and c) above, and/or derivative financial instruments traded over-the-counter (“over-the-counter derivatives”), on condition that:

­ The underlying asset consists of instruments described in subsections a) to g) above, financial

indices, interest rates, foreign exchange rates or currencies in which the Fund can invest in accordance with its investment objectives;

­ The counterparties to over-the-counter derivative transactions are credit institutions that are

subject to prudential supervision and belong to the categories approved by the CSSF; ­ The over-the-counter derivatives are valued in a way that is reliable and can be verified on a

daily basis and can, at the Fund’s initiative, be sold, liquidated or closed out by a symmetric transaction, at any time, at their true value; and

­ These transactions, in no event, cause the Fund to depart from its investment objectives.

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The Fund may, in particular, enter into transactions involving options, financial instrument futures and options on such futures.

The Fund may hold cash on an incidental basis. 4. INVESTMENT RESTRICTIONS Transferable securities and money market instruments 1. The Fund shall not invest its net assets in transferable securities and money market instruments of

the same issuer in a share that exceeds the limits set out below, it being understood that (i) these limits are to be respected within each sub-fund and that (ii) issuers that are grouped together for account consolidation purposes are to be considered as a single entity for the purpose of calculating the limits described in subsections a) to e) below.

a) A sub-fund may not invest more than 10% of its net assets in transferable securities and

money market instruments issued by the same entity.

In addition, the total value of the transferable securities and money market instruments held by the sub-fund of issuers in which it invests more than 5% of its net assets cannot exceed 40% of the value of its net assets. This limit does not apply to deposits with financial institutions subject to prudential supervision or over-the-counter transactions in derivatives with such institutions.

b) A sub-fund may not invest more than 20% of its net assets in transferable securities and

money market instruments issued by the same entity. c) The 10% limit referred to in subsection a) above may be increased to a maximum of 35% if

the transferable securities and money market instruments are issued or guaranteed by an EU Member State, by its local authorities, by a non-EU Member State or by public international organizations of which one or more EU Member States are members.

d) The 10% limit referred to in subsection a) above may be increased to a maximum of 25% for

certain bonds if they are issued by a credit institution that has its principal office in an EU Member State and is subject, by law, to specific public controls intended to protect bond-holders. In particular, the capital raised from the issue of these bonds must be invested, in accordance with the law, in assets that adequately cover, throughout the entire term of the bonds, the resulting obligations and that are allocated in priority to the repayment of the capital and the payment of accrued interest in the event of the issuer’s default. If a sub-fund invests more than 5% of its net assets in the bonds referred to above and that are issued by the same issuer, the total value of these investments may not exceed 80% of the value of its net assets.

e) The transferable securities and money market instruments referred to in subsections c) and d)

above are not taken into account in calculating the 40% limit specified in subsection a) above.

f) As an exception to the foregoing, each sub-fund is authorized to invest, in accordance with risk-spreading principles, up to 100% of its net assets in different issues of transferable securities and money market instruments issued or guaranteed by an EU Member State, by its local authorities, by a country that is a member of the OECD or by

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public international organizations of which one or more EU Member States are members.

If a sub-fund avails itself of the latter possibility, it must then hold securities from at least six different issues, and the securities from a same issue may not exceed 30% of the total amount of net assets.

g) Without prejudice to the limits specified in Section 7 below, the 10% limit referred to in

subsection a) above is increased to a maximum of 20% for investments in equities and/or bonds issued by the same entity if the aim of the sub-fund’s investment policy is to reproduce the composition of a specific equities or bond index which is recognized by the CSSF, on the following bases:

­ The composition of the index is sufficiently diversified; ­ The index constitutes a representative sample of the market to which it relates; ­ It is published in a suitable manner.

The 20% limit is increased to 35% if justified by exceptional market conditions, in particular, on regulated markets where certain transferable securities or certain money market instruments are particularly dominant. Investments up to this limit are authorized for only one issuer.

Deposits with credit institutions 2. The Fund may not invest more than 20% of the net assets of each sub-fund in bank deposits placed

with the same entity. Companies that are grouped together for account consolidation purposes are to be considered as a single entity for the purpose of calculating this limit.

Derivative financial instruments 3. a) The counterparty risk in an over-the-counter derivatives transaction may not exceed 10% of

the net assets of the sub-fund if the counterparty is one of the credit institutions referred to in Section 3, subsection g) above, or 5% of its net assets in all other cases.

b) Investments in derivative financial instruments are authorized provided that, overall, the risks

to which the underlying assets are exposed do not exceed the investment limits set in Sections 1 a) to e), 2, 3 a) above and 5 and 6 below. If the Fund invests in derivative financial instruments based on an index, such investments are not necessarily combined with the limits set in Sections 1 a) to e), 2, 3 a) above and 5 and 6 below.

c) If a transferable security or a money market instrument includes a derivative financial

instrument, the latter must be taken into account for the purpose of applying the provisions of Sections 3 d) and 6 below, as well as for the assessment of the risks related to transactions in derivative financial instruments, such that the overall risk related to derivative financial instruments does not exceed the total net asset value.

d) Each sub-fund shall ensure that the overall risk related to derivative financial instruments

does not exceed the total net value of its portfolio. Risks are calculated by taking into account the current value of the underlying assets, counterparty risk, foreseeable market changes and the time available to close out positions.

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Units of undertakings for collective investment Subject to other specific more restrictive provisions applicable to a particular sub-fund and described in Section 2 above, if applicable: 4. a) The Fund may not invest more than 20% of the net assets of each sub-fund in units of the

same UCITS or another open-ended UCI, as defined in Section 3, subsection f) above.

b) Investments in units of UCIs other than UCITS may not exceed a total of 30% of the Fund’s net assets.

If a sub-fund purchases units in UCITS and/or other UCIs, the assets of such UCITS or other UCIs are not combined for the purpose of the limits specified in Section 7 a) to e) below.

c) If the Fund invests in units of other UCITS and/or other UCIs that are managed directly or by

delegation by the same management company or any other company with which the Management Company is affiliated as a result of joint management or control or by a significant direct or indirect ownership interest, the Management Company or the other company may not invoice any front-end load or back-end load in connection with the Fund’s investments in the units of other UCITS and/or other UCIs.

The maximum amount of management fees that may be invoiced at the same time to the Fund and the UCITS and/or other UCIs in which the Fund intends to invest is indicated in the specific investment policy of the relevant sub-fund.

To the extent that such UCITS or UCI is a legal entity with multiple sub-funds and the assets of a sub-fund exclusively cover the rights of investors in such sub-fund and those of creditors whose claim arose at the time of incorporation or during the term or liquidation of such sub-fund, each sub-fund shall be considered as a separate issuer for the purpose of applying the risk-spreading rules above.

Combined limits 5. Notwithstanding the individual limits set in subsections 1 a), 2 and 3 a) above, a sub-fund may not

combine:

- Investments in transferable securities or money market instruments issued by the same entity; - Deposits with the same entity; and/or - Risks resulting from over-the-counter derivative transactions with a single entity;

that exceed 20% of its net assets.

6. The limits set in Sections 1 a), 1 c), 1 d), 2, 3 a) and 5 may not be combined and, therefore,

investments in the transferable securities of the same issuer made in accordance with Sections 1 a), 1 c), 1 d), 2, 3 a) and 5 may not, in any event, exceed, in total, 35% of the net assets of the relevant sub-fund.

Limits on controlling interests

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7. a) The Fund may not acquire shares with voting rights and enabling it to have a significant

influence on the management of an issuer. b) The Fund shall not acquire more than 10% of the non-voting shares of any single issuer. c) The Fund shall not acquire more than 10% of the bonds of any single issuer. d) The Fund shall not acquire more than 10% of the money market instruments of any single

issuer. e) The Fund shall not acquire more than 25% of the units of any single UCITS and/or other UCI.

It is possible that the limits specified in Sections 7 c) to e) above may be exceeded at the time of acquisition if, at such time, the gross amount of the bonds or money market instruments, or the net amount of the securities issued, cannot be calculated.

The limits specified in Sections 7 a) to e) above do not apply in the following cases:

­ Transferable securities and money market instruments issued or guaranteed by an EU

Member State or by its local authorities; ­ Transferable securities and money market instruments issued or guaranteed by a country that

is not an EU member; ­ Transferable securities and money market instruments issued or guaranteed by public

international organizations of which one or more EU Member States are members. ­ Shares held in the capital of a company of a non-EU Member State, on condition that (i) the

company in question invests its assets mainly in the securities of issuers that have their registered offices in that country if, (ii) under the legislation of that country such a holding is the only way in which the Fund can invest in the securities of issuers of that country, and (iii) in its investment policy, the company from the non-Member State complies with the rules on risk diversification, counterparties and control limits specified in Sections 1 a), 1 c), 1 d), 2, 3 a), 4 a) and b), 5, 6 and 7 a) to e) above;

­ Shares held in the capital of subsidiaries that conduct a management, consulting or marketing

business exclusively on the Fund’s behalf in the country where the subsidiary is located for purposes of redeeming units at the request of shareholders.

Borrowings 8. Each sub-fund is authorized to borrow up to 10% of its net assets, provided such borrowing is on a

temporary basis. Each sub-fund may also acquire foreign currency by means of a “back-to-back” loan.

Commitments under options contracts and purchases and sales of futures are not considered borrowings for the purpose of calculating this investment limit.

Lastly, the Fund shall ensure that the investments of each sub-fund comply with the following rules:

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9. The Fund may not grant loans or act as a guarantor on behalf of third parties. This restriction does

not prevent the Fund from acquiring transferable securities, money market instruments or other financial instruments that are not paid in full.

10. The Fund may not engage in short sales of transferable securities, money market instruments, or

other financial instruments specified in Section 3, subsections e), f), and h) below. 11. The Fund may not acquire real property unless such acquisitions are essential for the direct conduct

of its business. 12. The Fund may not acquire commodities, precious metals or certificates that represent them. 13. The Fund may not use its assets to guarantee securities. 14. The Fund may not issue warrants or other instruments that confer the right to acquire shares in the

Fund. Notwithstanding all of the foregoing provisions: 15. It is possible that the limits specified above may be exceeded when exercising subscription rights for

transferable securities or money market instruments that are part of the assets of the relevant sub-fund.

While ensuring compliance with risk spreading principles, the Fund may exceed the limits specified above for a period of six months following the date it receives its authorization.

16. If the maximum percentages above are exceeded for reasons beyond the Fund’s control or as a

result of exercising rights attached to securities in its portfolio, when making sales the Fund must give priority to rectifying the situation, taking into account the interests of shareholders.

The Fund reserves the right to introduce, at any time, other investment restrictions, provided they are essential to comply with the laws and regulations in force in certain countries where the Fund’s shares may be offered and sold. Derivative Financial Instruments

1. General observations As indicated in Section 3 h) above, the Fund may invest, on behalf of each sub-fund, in derivative financial instruments, including inter alia financial futures, options (on equities, interest rates, indices, bonds, currencies, commodity indices or other instruments), forward contracts (including forward foreign exchange contracts), swaps (including total return swaps, foreign exchange swaps, commodity index swaps, interest rate swaps and basket equity swaps), credit derivatives (including default risk derivatives, default swaps and credit spread derivatives), warrants, TBA (to-be-announced) type mortgage-backed securities and structured derivatives such as credit-linked securities and equity-linked securities. The use of derivative financial instruments may not cause the Fund to deviate from the investment objectives defined in the investment objectives and policies, risk profile and investor profile of the various sub-funds. If a sub-fund is likely to use derivative financial instruments for purposes other than efficient

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portfolio management or to hedge against market or foreign exchange risks, this will be indicated in the relevant sub-fund’s policy. Each sub-fund may invest in derivative financial instruments within the limits specified in subsection 3) a) to c) of Section 4 above.

2. Overall exposure The overall risk associated with derivative financial instruments is calculated by taking into account the current value of the underlying assets, counterparty risk, foreseeable market movements and the time remaining to liquidate the positions. The overall exposure to derivative financial instruments may be calculated using the Value at Risk (VaR) method or the commitment method.

a. Value at Risk (VaR) method Certain sub-funds may use the Value at Risk (VaR) method to calculate their overall exposure. In such case, this will be indicated, for each sub-fund concerned, in the investment objectives and policies, risk profile and investor profile. VaR is an instrument for measuring the potential loss of a sub-fund due to market risk. It is expressed as the maximum potential loss measured with a confidence level of 99% over a period of 20 days. The holding period for derivative financial instruments, for the purpose of calculating overall exposure, is 20 days. Sub-funds that use the VaR method disclose their anticipated leverage level in their investment objectives and policies, risk profile and investor profile. For this purpose, leverage is a measure of the overall use of derivatives and corresponds to the sum of the notional exposure of the derivative financial instruments used, without using netting arrangements. Insofar as the calculation does not take into account a possible increase or decrease in the investment risk due to a given derivative financial instrument, nor the different sensitivities of the notional exposure of the derivative financial instruments to market movements, it may not be representative of a sub-fund’s investment risk level. VaR is calculated using an absolute or relative approach:

­ Absolute VaR The absolute Value at Risk of a sub-fund is calculated as a percentage of the net asset value of the sub-fund and is measured versus an absolute limit of 20%, as defined by the ESMA Guidelines 10-788. Absolute VaR is generally an adequate method in the absence of a benchmark portfolio or an identifiable benchmark index, for example for absolute performance funds.

­ Relative VaR The relative VaR method is used for the sub-funds for which a benchmark portfolio or index not including derivatives and reflecting the investment strategy pursued by the sub-fund has been defined. The relative VaR of a sub-fund is expressed in the form of a multiple of the VaR of a benchmark portfolio or index and is

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limited to a maximum of twice the VaR of such benchmark portfolio or index. The benchmark portfolio used in connection with the VaR, as amended if necessary, may differ from the benchmark index mentioned in the investment objectives and policies, risk profile and investor profile of the various sub-funds, in the risk section of a given sub-fund.

b. Commitment method Unless specified otherwise in the investment objectives and policies, risk profile and investor profile of the various sub-funds, in the risk section of a given sub-fund, the sub-funds calculate their overall exposure due to their use of derivative financial instruments on the basis of their commitments. The use of derivative financial instruments by these sub-funds will not materially change their risk profile versus what it would have been without the use of such instruments. The Fund will ensure that the overall exposure to derivative financial instruments of any sub-fund does not at any time exceed one time its total net assets. Therefore, the overall exposure of a sub-fund will not exceed 200% of its total net assets. In addition, this overall exposure may not be increased by more than 10% via temporary borrowings (see Section 4 (subsection 8)) and, therefore, it may under no circumstances exceed 210% of the total net assets of a sub-fund. 5. FINANCIAL TECHNIQUES AND INSTRUMENTS Subject to specific provisions explained in each sub-fund’s investment policy (Chapter III, Section 2, “Investment Objectives and Policies, Risk Profile and Profile of Investors in the Various Sub-funds”, the Fund may use techniques and instruments involving transferable securities and money market instruments, such as securities lending and borrowing, sales with right of repurchase transactions (opérations à réméré) and reverse repurchase/repurchase transactions, for the purpose of ensuring efficient portfolio management, subject to the conditions and limits prescribed by the laws, regulations and administrative practices, and in accordance with CSSF Circulars 13/559 on the guidelines published by ESMA (the European Securities and Markets Authority) and 14/592 on ESMA guidelines regarding listed funds (ETF) and other issues relating to UCITS (AEMF-ESMA/2014/937), as described below. Net exposure (i.e., the Fund’s exposure less collateral received by the Fund) vis-à-vis a counterparty as the result of securities lending transactions, sale with right of repurchase transactions and reverse repurchase/repurchase transactions may not exceed the 20% limit prescribed by Article 43(2) of the Law of 2010, in accordance with point 2 of Box 27 of ESMA guidelines 10-788. The Fund may take into account collateral in accordance with the requirements of Section c) below to reduce counterparty risk in securities lending and borrowing transactions, sale with right of repurchase transactions and/or reverse repurchase/repurchase transactions. Income generated by these techniques will be paid over to the relevant sub-fund in full, after deduction of associated direct and indirect operational costs. In particular, a sub-fund may pay fees to agents and other intermediaries, who may be affiliated with the Custodian, the Manager or the Management Company, in consideration for the functions and risks they assume. The amount of these fees may be fixed or variable. In this regard, information on the costs and operational fees paid directly or indirectly by each sub-fund, as well as the entities to which costs and fees are paid and, if applicable, any affiliation they may have with the Custodian, Manager or Management Company, is available in the Fund’s annual report.

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The risks associated with such techniques and instruments are hedged appropriately through the Management Company’s risk management process. For additional information on risks, see the “Risk Factors” section of this prospectus. There is no guarantee that the objective sought to be achieved by using these techniques and instruments will in fact be attained. Unless otherwise stated in Part B, none of the sub-funds will attempt to achieve its investment objective primarily through securities lending and borrowing transactions, sale with right of repurchase transactions and reverse repurchase/repurchase transactions. a) Securities Lending and Borrowing Each sub-fund may lend and borrow securities subject to the following conditions and limits: - Each sub-fund may lend the securities it holds, via a standardized lending system organized by a

recognized securities clearing body or by a financial institution subject to prudential supervision considered by the Supervisory Authority as equivalent to that required by Community laws and that specializes in such transactions.

- The borrower of the securities must also be subject to prudential supervision considered equivalent

to that required by Community laws. If the aforementioned financial institution acts for its own account, it shall be considered to be the counterparty to the securities lending agreement.

- In general, counterparties chosen for these transactions will be financial institutions that are

established in an OECD Member State and that have an “Investment Grade” rating. - Due to the fact that the sub-funds’ shares may be redeemed at any time, each relevant sub-fund

must be in a position, at all times, to cancel the agreement and obtain the return of the securities lent. Otherwise, each sub-fund must maintain securities lending transactions at a level enabling it, at all times, to meet its obligation to redeem shares.

- Prior to or simultaneously with the transfer of the securities lent, each sub-fund must receive

collateral in accordance with the requirements specified in Section C below. At the end of loan agreement, the collateral shall be returned at the same time as or after the securities loaned are returned.

- Each sub-fund may borrow securities only in the following specific cases in connection with the

settlement of sales of securities: (i) when the securities are in the process of being registered; (ii) when the securities have been lent and have not been returned on time; and (iii) to avoid a delay in settlement when the Custodian is not in position to deliver the securities sold.

- Securities eligible for securities lending and borrowing transactions include bonds, listed equities and

money market instruments.

- The maximum share of total assets that may be used for securities lending and borrowing transactions is limited to 100%.

- The anticipated share of total assets that will be used for securities lending and borrowing transactions is limited to 40%.

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b) Sale with Right of Repurchase Transactions and Reverse Repurchase/Repurchase Transactions

Each sub-fund may enter into sale with right of repurchase transactions, which consist of purchases and sales of securities where the seller has the right to repurchase from the purchaser the securities sold at a price and on a date agreed by both parties at the time the agreement is concluded. Each sub-fund may enter into reverse repurchase/repurchase transactions, which consist of purchases and sales of securities where, on the due date, the transferor/seller has an obligation to repurchase the securities transferred at a price and on a date agreed by both parties at the time the agreement is concluded. Each sub-fund may act as either a purchaser or seller in sale with right of repurchase transactions and reverse repurchase/repurchase transactions. Each sub-fund may deal only with counterparties subject to prudential supervision considered by the Supervisory Authority equivalent to that required by Community laws. In general, counterparties chosen for these transactions will be financial institutions that are established in an OECD Member State and that have an “Investment Grade” rating.

Only securities in the following form may be used in sale with right of repurchase transactions and reverse repurchase/repurchase transactions:

(a) Short-term bank certificates of deposit or money market instruments listed in Chapter III, Section 3, subsections a) to e); or

(b) Bonds issued and/or guaranteed by an OECD Member State or their public local authorities or by Community, regional or world supranational institutions and organizations; or

(c) Sufficiently liquid bonds issued by non-governmental issuers; or (d) Shares or units issued by money market UCIs whose net asset value is calculated on a daily basis

and that have a triple A rating or any other form of rating considered to be equivalent; or (e) Shares listed or traded on a regulated market in an EU Member State or on a stock market in an

OECD Member State and that are included in a major index.

The maximum share of total assets that may be used for these transactions is limited to 100%.

The anticipated share of total assets that will be used for these transactions is limited to 40%. During the term of a sale with right of repurchase, reverse repurchase or repurchase agreement, each relevant sub-fund may not sell or pledge/give as collateral the securities covered by such agreement before the counterparty has repurchased the securities or the repurchase deadline has expired, unless the sub-fund has other means of covering its position. Due to the fact that the sub-funds’ shares may be redeemed at any time, each sub-fund must maintain sale with right of repurchase transactions and reverse repurchase/repurchase transactions at a level at which it is possible, at all times, to meet its obligation to redeem the shares. Collateral received must be valued at least daily, and assets with high price volatility will be accepted as collateral only if a conservative haircut policy is adopted. This valuation will be made in accordance with the section entitled “Calculation of Net Asset Value”.

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If a security is transferred, the collateral received must be kept directly by the Custodian or any of its agents or a third party acting under its control. In the case of other types of agreement concerning collateral, the collateral may be held by a third party depositary who is subject to prudential control and who is not affiliated with the party that furnishes the collateral. The collateral received must at all times be entirely available to the Fund, without the Fund having to contact or obtain the agreement of the counterparty. The securities that each sub-fund receives pursuant to a sale with right of repurchase transaction or a reverse repurchase/repurchase transaction must be among the eligible assets listed in the investment policy defined in Chapter III, Sections 2 and 3. To meet the obligations specified in Chapter II, Section 4, each sub-fund shall take into account positions held directly or indirectly through sale with right of repurchase transactions and reverse repurchase/repurchase transactions.

c) Management of Collateral In connection with sale with right of repurchase transactions and reverse repurchase/repurchase transactions, each sub-fund must receive adequate collateral in terms of quantity and having a value at least equal to the total value of counterparty risk. In accordance with ESMA guidelines for competent authorities and UCITS management companies (ESMA/2014/937), collateral should be sufficiently diversified in terms of country, markets and issuers. The criterion of sufficient diversification with respect to issuer concentration is considered to be respected if the UCITS receives from a counterparty of efficient portfolio management and over-the-counter financial derivative transactions a basket of collateral with a maximum exposure to a given issuer of 20% of its net asset value. When UCITS are exposed to different counterparties, the different baskets of collateral should be aggregated to calculate the 20% limit of exposure to a single issuer. However, in accordance with CSSF Circular 14/592 and ESMA guidelines 2014/937, the Fund may receive collateral up to 100 % of its net asset value in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a third country, or a public international body to which one or more Member States belong, provided it receives securities from at least six different issues, in which case securities from any single issue should not account for more than 30 % of the Fund’s net asset value. The collateral must be blocked in favour of the Fund and, in principle, be in the form of:

(a) Cash, other acceptable types of liquid assets and money market instruments listed in Chapter III, Section 3, subsections a) to e); or

(b) Bonds issued and/or guaranteed by an OECD Member State or their public local authorities or by Community, regional or world supranational institutions and organizations; or

(c) Sufficiently liquid bonds issued or guaranteed by prime issuers; or (d) Shares listed or traded on a regulated market in an EU Member State or on a stock market in an

OECD Member State and that are included in a major index; or (e) Shares or units issued by money market UCIs whose net asset value is calculated on a daily basis

and that have a triple A rating or any other form of rating considered to be equivalent; or (f) Shares or units issued by UCITS that invest primarily in bonds and/or shares referred to in

subsections (c) and (e) above. The Fund reserves the right to reinvest collateral received in the form of cash in the following assets: (a) Short-term bank credit notes; or (b) Money market instruments listed in Chapter III, Section 3, subsections a) to e); or

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(c) Short-term bonds issued and/or guaranteed by an EU Member State, Switzerland, Canada, Japan or the United States or their public local authorities or by Community, regional or world supranational institutions and organizations; or

(d) Sufficiently liquid bonds issued or guaranteed by prime issuers; or (e) Repurchase transactions as described above; or (f) Shares or units issued by money market UCIs whose net asset value is calculated on a daily basis

and that have a triple A rating or any other form of rating considered to be equivalent. - Collateral or financial guarantees, received in the form of cash or otherwise, cannot be sold, reinvested or pledged.

d) Haircut policy / Stress testing policy

a. If the Fund uses any of the efficient portfolio management techniques discussed above, the Fund will apply its haircut policy for each class of assets the Fund or the sub-fund(s) receive as collateral or a financial guarantee. Said haircut policy will take into account the features of each asset class, including the credit quality and rating of the issuer, the price volatility of the collateral received, and the results of stress tests performed in accordance with existing procedures. The haircut is a percentage that is deducted from the market value of securities given as collateral or a financial guarantee. Its purpose is to reduce the risk of loss in the event of the counterparty’s default.

b. If the Fund (or one or more sub-funds) receives collateral or financial guarantees totaling at least

30% of its net assets, an appropriate stress testing policy will be applied to ensure that regular stress tests are carried out under normal and exceptional liquidity conditions to enable the Fund (or its sub-fund(s), as applicable) to assess the liquidity risk attached to the collateral or financial guarantees received.

c. Subsections a) and b) above will also apply to any collateral or financial guarantee that the Fund

(or one or more sub-funds, as applicable) may receive in connection with transactions involving derivative financial instruments traded over the counter (for the purposes and within the meaning of this document).

d. The Fund will apply the following haircuts (the Fund reserves the right to revise this haircut policy

at any time, in which case the prospectus will be amended accordingly):

Asset class Minimum rating

accepted Margin

Maximum per issuer

1. Cash, other acceptable forms of liquidities and money market

instruments /

100%-110%

20%

2. Bonds issued and/or guaranteed by a Member State of

the OECD or their public local authorities or by Community,

regional or world supranational institutions and organizations

AA- 100%-110%

20 %

3. Sufficiently liquid bonds issued or guaranteed by prime issuers

AA- 100%-110%

20%

4. Shares listed or traded on a regulated market in a Member State of the European Union or on a stock market in an OECD

/

100%-110%

20%

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Member State and that are included in a major index

5. Shares or units issued by money market UCIs whose net asset value is calculated on a

daily basis and that have a triple A rating or any other form of

rating considered to be equivalent

UCITS - AAA 100%-110%

20%

6. Shares or units issued by UCITS that invest primarily in

bonds and/or shares referred to in sections (3) and (4) above

/

100%-110%

20%

IV. SHARES 1. GENERAL PROVISIONS The Fund’s capital consists of the assets of the Fund’s various sub-funds. Subscriptions are invested in the assets of the relevant sub-fund. All of the Fund’s shares are required to be paid in full. There is no limitation on the number of shares that may be issued. However, the Board of Directors may restrict the frequency with which a sub-fund’s shares and/or a share class will be issued. In particular, the Board of Directors may decide that a sub-fund’s shares and/or a share class will be issued only during one or more specified time periods or up to a specified amount of net assets. The shares of each sub-fund have no stated value and do not confer preemptive rights to subscribe for new share issues. The rights pertaining to the shares are the rights specified in the Luxemburg Law of August 10, 1915 on commercial companies and the amendments thereto, provided no exception thereto is prescribed by the Law of 2010. Each whole share, regardless of its net asset value, confers the right to one vote at general shareholders’ meetings. The Fund constitutes a single legal entity. However, the assets of a particular sub-fund are liable only for the debts, undertakings and obligations of that sub-fund. In dealings among shareholders, each sub-fund is treated as a separate entity. 2. FEATURES OF SHARES

a) Share Classes and Series For each sub-fund, the Board of Directors may decide, at any time, to issue different classes of shares, which may themselves be subdivided into series of shares (accumulation shares or distribution shares). As of the date of the Prospectus, the Board of Directors has decided to issue the following classes of shares in each sub-fund, which are differentiated, in particular, by type of investor and/or minimum investment amount and/or accounting currency and/or applicable management and marketing fees and/or hedging policy and/or a deadline for subsequent subscriptions, if applicable (see Chapter IV “Shares” and Chapter VIII “Charges and Costs”):

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For the Prosper Stars & Stripes Fund sub-fund:

­ “Prosper Stars & Stripes Fund I EUR” class, denominated in EUR and reserved for institutional investors

­ “Prosper Stars & Stripes Fund I USD” class, denominated in USD and reserved for institutional investors

­ “Prosper Stars & Stripes Fund I CHF” class, denominated in CHF and reserved for institutional investors

­ “Prosper Stars & Stripes Fund R GBP” class, denominated in GBP and intended for all types of investors

­ “Prosper Stars & Stripes Fund P EUR” class, denominated in EUR and intended for all types of investors

­ “Prosper Stars & Stripes Fund P USD” class, denominated in USD and intended for all types of investors.

­ “Prosper Stars & Stripes Fund P CHF” class, denominated in CHF and intended for all types of investors.

­ “Prosper Stars & Stripes Fund P GBP” class, denominated in GBP and intended for all types of investors

­ “Prosper Stars & Stripes Fund 13” class, denominated in USD and reserved to the founding shareholders of Prosper Professional Services SA

­ “Prosper Stars & Stripes Fund X USD” class, denominated in USD and reserved for investors approved by the Board of Directors

The “Prosper Stars & Stripes Fund 13” class was closed to further subscriptions on 5 October 2015. The assets corresponding to said share classes are invested collectively in accordance with the investment policy of the Prosper Stars & Stripes Fund sub-fund, but a hedging policy will apply to the share classes of the Prosper Stars & Stripes Fund sub-fund denominated in EUR, CHF and GBP. A management strategy will be applied to the share classes denominated in EUR, CHF and GBP, which is intended to protect to the extent possible against foreign exchange risk associated with the various currencies held in the portfolio. The foreign exchange hedging technique used consists in periodically rolling over foreign exchange futures. For the Global Macro Fund sub-fund:

­ “Global Macro I EUR” class, denominated in EUR and reserved for institutional investors

­ “Global Macro I USD” class, denominated in USD and reserved for institutional investors

­ “Global Macro I CHF” class, denominated in CHF and reserved for institutional investors

­ “Global Macro R GBP” class, denominated in GBP and intended for all types of investors

­ “Global Macro P EUR” class, denominated in EUR and intended for all types of investors, except institutional investors

­ “Global Macro P USD” class, denominated in USD and intended for all types of investors, except institutional investors

­ “Global Macro P CHF” class, denominated in CHF and intended for all types of investors, except institutional investors

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­ “Global Macro S EUR” class, denominated in EUR and intended for all types of investors. This share class differs from other share classes inter alia by an issue that is limited in time and a maximum level of net assets. This class will be absorbed by the “Global Macro P EUR” class of the sub-fund on 6 August 2019.

­ The “Global Macro X EUR” class is denominated in EUR and reserved for investors approved by the Board of Directors

The assets corresponding to said nine share classes are invested collectively in accordance with the investment policy of the Global Macro Fund sub-fund; a hedging policy will apply to the share classes of the Global Macro Fund sub-fund denominated in USD, GBP and CHF. A management strategy will be applied to the share classes denominated in USD, GBP and CHF, which is intended to protect to the extent possible against foreign exchange risk associated with the various currencies held in the portfolio. The foreign exchange hedging technique used consists in periodically rolling over foreign exchange futures. As of the date of the Prospectus, the sub-funds’ share classes offer only accumulation shares. In principle, distribution shares entitle their owners to receive cash dividends, deducted from the portion of the net assets of the sub-fund or class attributable to the distribution shares of such sub-fund or class (for these purposes, see Chapter VI entitled “Distributions”). Accumulation shares do not confer the right to receive dividends. After each distribution of cash dividends to distribution shares, whether annual or interim, the portion of the net assets of the relevant sub-fund or class attributable to all distribution shares will be reduced by an amount equal to the dividends paid, thereby resulting in a decrease in the percentage of the net assets of the sub-fund or class attributable to all distribution shares. The portion of the net assets of the relevant sub-fund or class attributable to all accumulation shares will remain the same, thereby resulting in an increase in the percentage of the net assets of the sub-fund or class attributable to all accumulation shares. The value of the net assets of a particular sub-fund or class is apportioned between all distribution shares, on the one hand, and all accumulation shares, on the other hand, in accordance with Article 13 of the Articles of Incorporation. Therefore, the net asset value of a share depends on the value of the net assets of the sub-fund or class in which such share is issued and, within a single sub-fund or class, its net asset value may vary depending on whether it is a distribution share or an accumulation share. For each sub-fund, the Board of Directors will establish a separate aggregate of net assets. In relations among shareholders, this aggregate of net assets will be allocated only to shares issued by the relevant sub-fund, taking into account, if applicable, the allocation of such aggregate of net assets among the share classes and the distribution and accumulation shares of that sub-fund. The Board of Directors may subdivide existing shares in each share class and/or series into a number of shares in its discretion. The total net asset value of these subdivided shares shall be equal to the net asset value of the existing shares subdivided, at the time they are subdivided. b) Registered and Uncertificated Shares

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All shares, regardless of the sub-fund or class in which they are issued, may be issued as uncertificated or registered shares, at the shareholder’s election, except for the "Prosper Stars & Stripes 13" class, which will issue only registered shares. Registered shares are registered in the Fund’s shareholder register. The shareholder will be provided with a registration confirmation. Shareholders will not be issued registered share certificates unless the shareholders make an express request therefor. The transfer documents for registered share transfers are available at the Fund’s principal office or from the Transfer Agent and Registrar. Uncertificated shares are represented by registration, in the name of their owner or holder on a securities account held with an authorized account manager or a settlement organization. Unless otherwise instructed, registration on a securities account shall apply. Registered shares may be converted into uncertificated shares, and vice-versa, at the request and expense of the shareholder. c) Fractional Shares Fractional shares may be issued up to three decimal points. Fractional shares are not entitled to vote at general shareholders’ meetings. However, fractional shares are entitled to dividends or other distributions that may be made.

d) ISIN Codes

Sub-fund Share Class ISIN Code

Prosper Stars & Stripes Fund

Prosper Stars & Stripes Fund I EUR LU0723588991

Prosper Stars & Stripes Fund I USD LU0723589023

Prosper Stars & Stripes Fund I CHF LU0723589296

Prosper Stars & Stripes Fund R GBP LU0999345902

Prosper Stars & Stripes Fund P EUR LU0723589379

Prosper Stars & Stripes Fund P USD LU0723589536

Prosper Stars & Stripes Fund P CHF LU0723589619

Prosper Stars & Stripes Fund P GBP LU0999346207

Prosper Stars & Stripes Fund 13 LU0999367112

Prosper Stars & Stripes Fund X USD LU2021448704

Global Macro Fund

Global Macro I EUR LU0927891365

Global Macro I USD LU0927891449

Global Macro I CHF LU0927891522

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Global Macro R GBP LU0927891795

Global Macro S EUR LU0927892173

Global Macro P EUR LU0927891878

Global Macro P USD LU0927891951

Global Macro P CHF LU0927892090

Global Macro X EUR LU2021449009

3. ISSUE AND SUBSCRIPTION PRICE OF SHARES The Board of Directors is authorized to issue shares in each sub-fund and class at any time, without limitation. The "Prosper Stars & Stripes Fund R GBP" share classes will be activated at a later time. The Board of Directors will set the initial subscription period and the prospectus will be amended accordingly. All the shares issued by the Prosper Stars & Stripes Fund I CHF were redeemed in August 2015. This share class may be re-activated at a later date. The Board of Directors will determine the initial subscription period and the prospectus will be modified accordingly. Subscription for Global Macro S EUR share class closed definitively on December 31, 2014 Subscription for Global Macro S EUR shares in the Global Macro Fund sub-fund may begin as soon as it was issued until the class reached a net assets equivalent to EUR 25 million. Subscription for this share class has been closed definitively on a date to be set by the Board of Directors (i.e. 31 December 2014). No subscription order in this class has been accepted after this date. Shares of the classes "Prosper Stars & Stripes X USD" and "Global Macro X EUR" will be activated at a later date. The Board of Directors will set the initial subscription period and the prospectus will be amended accordingly.

Ongoing Subscriptions The shares of all sub-funds shall be issued for a price equal to the net asset value per share, increased by a maximum front-end load of 5% paid to authorized intermediaries. Subscription applications received by the Transfer Agent and Registrar within the time limits specified below will be processed, if they are accepted, at the net asset value per share of the relevant sub-fund and class calculated on that Valuation Day. Subscription applications received after this cut-off time will be processed on the next Valuation Day. Prosper Stars & Stripes Fund no later than 2:00 PM (Luxembourg time)

1 Business Day before a Valuation Day Global Macro Fund no later than 2:00 PM (Luxembourg time)

1 Business Day before a Valuation Day

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Subscription applications for all sub-funds shall be expressed in terms of the amount to be invested in the relevant sub-fund or the number of shares to be subscribed. a) Minimum Initial Investment The minimum initial investment required for all new investors is as follows:

Sub-fund Share Class Minimum Initial Amount

Prosper Stars & Stripes Fund Prosper Stars & Stripes Fund I EUR NA

Prosper Stars & Stripes Fund I USD NA

Prosper Stars & Stripes Fund I CHF NA

Prosper Stars & Stripes Fund R GBP NA

Prosper Stars & Stripes Fund P EUR NA

Prosper Stars & Stripes Fund P USD NA

Prosper Stars & Stripes Fund P CHF NA

Prosper Stars & Stripes Fund P GBP NA

Prosper Stars & Stripes Fund 13 NA

Prosper Stars & Stripes Fund X USD NA

Global Macro Fund Global Macro I EUR NA

Global Macro I USD NA

Global Macro I CHF NA

Global Macro R GBP NA

Global Macro S EUR NA

Global Macro P EUR NA

Global Macro P USD NA

Global Macro P CHF NA

Global Macro X EUR NA

b) Minimum Subsequent Investment The minimum subsequent investment required for all shareholders is as follows:

Sub-fund Share Class Minimum Subsequent Amount

Prosper Stars & Stripes Fund Prosper Stars & Stripes Fund I EUR NA

Prosper Stars & Stripes Fund I USD NA

Prosper Stars & Stripes Fund I CHF NA

Prosper Stars & Stripes Fund R GBP NA

Prosper Stars & Stripes Fund P EUR NA

Prosper Stars & Stripes Fund P USD NA

Prosper Stars & Stripes Fund P CHF NA

Prosper Stars & Stripes Fund P GBP NA

Prosper Stars & Stripes Fund 13 NA

Prosper Stars & Stripes Fund X USD NA

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Global Macro Fund Global Macro I EUR NA

Global Macro I USD NA

Global Macro I CHF NA

Global Macro R GBP NA

Global Macro S EUR NA

Global Macro P EUR NA

Global Macro P USD NA

Global Macro P CHF NA

Global Macro X EUR NA

The Board of Directors reserves the right to accept subscription applications for amounts lower than those specified above. c) Payment for Subscriptions The subscription amount for each share is payable within the time periods specified below: Prosper Stars & Stripes Fund Within 3 business days of the applicable Valuation Day Global Macro Fund Within 3 business days of the applicable Valuation Day The subscription amount for shares will be quoted in the currency used to calculate the net asset value per share of the relevant sub-fund and class. The Board of Directors reserves the right to defer a subscription application if it is uncertain that the associated payment will reach the Custodian within the required time period. If payment in connection with a subscription application is received after the prescribed time period, the Board of Directors or its agent may process such application (i) applying a surcharge that takes into account, in particular, interest incurred at customary market rates, or (ii) cancelling the allotment of shares and, if applicable, making a claim for compensation for any loss sustained due to the failure to make payment before expiration of the prescribed time period. The Fund may also accept subscriptions in consideration for the contribution of an existing portfolio, provided the securities and assets in the portfolio are compatible with the investment policy and restrictions applicable to the relevant sub-fund. For all securities and assets accepted as payment of a subscription, a report will be prepared by the Fund’s auditor in accordance with the provisions of Article 26-1 of the Luxembourg Law of 10 August 1915 on commercial companies, as amended. Unless otherwise decided by the Board of Directors, the cost of this report shall be borne by the investor concerned. d) Suspension and Rejection of Subscriptions The Fund’s Board of Directors may at any time suspend or halt the issue of the shares of any of the Fund’s sub-funds. In particular, the Board of Directors may do so in the circumstances described in Chapter V, “Net Asset Value of Shares”, Section 2, “Suspension of the Calculation of Net Asset Value and of the Issue, Redemption and Conversion of Shares”. Furthermore, the Board of Directors, at its discretion, and without the need to provide any reasons, may:

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(a) Reject all or part of a share subscription application; (b) Redeem, at any time, shares held by persons who are not authorized to buy or own the Fund’s

shares. When the Board of Directors decides to resume issuing the shares of a sub-fund after having suspended the issue thereof for any period, all pending subscriptions shall be executed on the basis of the same net asset value as of the applicable Valuation Day when the calculation is resumed. e) Measures against “Late Trading” and “Market Timing” The Fund’s Transfer Agent and Registrar shall set up adequate procedures to ensure that subscription, redemption and conversion applications are received before the cut-off time for accepting orders prior to the applicable Valuation Day. The Fund will not authorize practices associated with Late Trading or Market Timing, as defined in CSSF circular 04/146, or practices associated with “active trading” or “excessive trading” (hereinafter “Active Trading”), defined as share subscription/redemption/conversion transactions concerning the same sub-fund, within a short period of time and possibly for significant amounts, for the purpose of generating short-term profits. Both Active Trading and Market Timing are detrimental to other shareholders because they impact the sub-fund’s performance and interfere with asset management. The Board of Directors reserves the right to reject all subscription and conversion orders suspected of Active Trading or Market Timing. The Board of Directors may take all measures necessary to protect the Fund’s other shareholders if such practices are suspected, in particular by applying a maximum additional redemption fee of 2%, which will be paid to the relevant sub-fund. In such case, the outgoing shareholder will receive prior notice enabling him to withdraw his redemption application. f) Measures against Money Laundering and the Financing of Terrorism

In connection with the measures against money laundering and the financing of terrorism, the Fund will apply the domestic and international provisions in this field, which require subscribers to prove their identity to the Fund. Accordingly, for a subscription to be considered valid and acceptable by the Fund, subscribers must include with the subscription form:

- If they are an individual, a copy of an identity document (passport or identity card); or

- If they are a legal entity, a copy of their corporate documents (such as an up-to-date version of the articles of incorporation, published balance sheets, an extract from the commercial register, a list of authorized signatories, a list of shareholders who directly or indirectly hold 25% or more of the capital or voting rights, a list of directors, etc.), and identity documents (passport or identity card) of the economic beneficiaries and of persons authorized to give instructions to the Transfer Agent and Registrar.

These documents must be duly certified by a public authority (e.g., a notary, police officer, consul or ambassador) in the country of residence. This is an absolute obligation, unless:

- The subscription form is submitted to the Fund by one of its distributors located (i) in a country that is a member of the European Union or the European Economic Area or in a third country that imposes equivalent obligations, within the meaning of the Law of November 12, 2004 on the fight against money laundering and the financing of terrorism, as amended, or (ii) by a

PROSPER FUNDS SICAV

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subsidiary or branch of its distributors located in another country, if the parent company of such subsidiary or branch is located in one of the foregoing countries and if the laws of such country or the internal rules of the parent company guarantee application of the rules concerning the prevention of money laundering and the financing of terrorism vis-à-vis such subsidiary or branch.

- The subscription form is sent directly to the Fund and the subscription is paid by:

o A bank transfer originating from a financial institution domiciled in one of the foregoing countries; or

o A check drawn on the subscriber’s personal account with a bank domiciled in one of the foregoing countries or with a bank check issued by a bank domiciled in one of the foregoing countries.

However, upon request, the Board of Directors must be provided, by its distributors or directly by the investor, with a copy of the identification documents described above.

Before accepting a subscription, the Fund may conduct additional investigations, in accordance with domestic and international provisions in force concerning measures against money laundering and the financing of terrorism. 4. REDEMPTION OF SHARES Pursuant to the Articles of Incorporation and subject to the following provisions, each shareholder is entitled to request, at any time, that the Fund redeem his shares. Shares redeemed by the Fund will be cancelled. Shareholders who wish the Fund to redeem all or some of their shares must submit an irrevocable written request to the Fund or to the Transfer Agent and Registrar. The request must contain the following information: the identity and exact address of the person requesting the redemption, with a fax number, the number of shares to be redeemed, the sub-fund, the class (if applicable) in which the shares have been issued, an indication of whether the shares are registered or bearer shares, or accumulation or distribution shares, if applicable, the name in which the shares are registered, and the name and bank account details of the person designated to receive payment. The redemption request must be accompanied by the documents necessary to carry out the funds transfer before the redemption price may be paid. All shares presented for redemption to the Transfer Agent and Registrar within the time limits specified below will be processed, if they are accepted, on the basis of the net asset value per share of the relevant sub-fund and class calculated on that Valuation Day, less a maximum back-end load of 3% paid to authorized intermediaries. Subscription applications received after this cut-off time will be processed on the next Valuation Day. Prosper Stars & Stripes Fund no later than 2:00 PM (Luxembourg time)

1 Business Day before a Valuation Day Global Macro Fund no later than 2:00 PM (Luxembourg time)

1 Business Day before a Valuation Day The price of the shares redeemed will be paid within the time limits specified below, provided all documents evidencing the redemption have been received by the Fund.

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Prosper Stars & Stripes Fund within 4 Business Days following the applicable Valuation Day Global Macro Fund within 3 Business Days following the applicable Valuation Day Payment will be made in the currency used to calculate the net asset value for the relevant sub-fund or share class, or in another currency in accordance with instructions specified in the redemption request, in which case conversion costs will be borne by the shareholder. The redemption price of the Fund’s shares may be higher or lower than the purchase price paid by the shareholder at the time of subscription, depending on whether the net asset value has increased or decreased. No shares of a particular sub-fund will be redeemed during the entire the period when the calculation of the net asset value of the shares of such sub-fund has been temporarily suspended by the Fund under the powers conferred on it by Article 14 of the Articles of Incorporation. In the event of a significant number of redemption requests representing more than 10% of the net assets of a particular sub-fund, the Fund reserves the right to redeem shares only at a redemption price determined after it has been able to sell the necessary assets, within a short period of time, in light of the interests of the shareholders of the sub-fund as a whole, and it has received the proceeds of such sales. In such case, a single price will be calculated for all redemption, subscription and conversion requests presented at the same time for the sub-fund in question. 5. CONVERSION OF SHARES Pursuant to the Articles of Incorporation and subject to the following provisions, each shareholder is entitled to request conversion of all or some of his shares into shares of another sub-fund or another class/series (and within such sub-fund, into the same class/series or another class/series), at a price based on the respective net asset values of the different sub-funds and classes/series concerned. No conversions into shares of the "Global Macro S EUR" class will be authorized. A shareholder who wishes to make such a conversion may submit a written request to the Transfer Agent and Registrar, specifying the number and form of the shares to be converted and if the shares in the new sub-fund or new class/series are to be registered or held on a securities account. The procedures and time limits for share redemptions also apply to share conversions. The number of shares allotted in the new sub-fund or class/series will be determined using the following formula:

A = B X C X D

E

A: is the number of shares to be allotted in the new sub-fund or new class/series B: is the number of shares in the original sub-fund or class/series to be converted C: is the net asset value, on the applicable Valuation Day, of the shares in the original sub-fund

or class/series to be converted D: is the exchange rate coefficient on the applicable Valuation Day between the currencies of the

two relevant sub-funds or classes/series. If both sub-funds or classes/series use the same currency, the coefficient is equal to 1

E: is the net asset value, on the applicable Valuation Day, of the shares to be allotted in the new sub-fund or class/series

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After the conversion, the Transfer Agent and Registrar will inform the shareholders of the number of new shares obtained pursuant to the conversion, as well as the price thereof. No shares will be converted during the entire the period when the calculation of the net asset value of the relevant shares has been temporarily suspended by the Fund under the powers conferred on it by Article 14 of the Articles of Incorporation. In the event of a significant number of conversion requests representing more than 10% of the net assets of a particular sub-fund, the Fund reserves the right to redeem shares only at a redemption price determined after it has been able to sell the necessary assets, within a short period of time, in light of the interests of the shareholders of the sub-fund as a whole, and it has received the proceeds of such sales. In such case, a single price will be calculated for all redemption, subscription and conversion requests presented at the same time for the sub-fund in question.

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V. NET ASSET VALUE OF SHARES 1. DEFINITION AND CALCULATION OF NET ASSET VALUE The net asset value per share of each sub-fund and, if applicable of each share class/series of the sub-fund will be calculated in Luxembourg by the Management Company under the responsibility of the Fund’s Board of Directors. The net asset value is determined each Valuation Day as defined below, for each sub-fund and/or share class and/or series, on the basis of prices known on such Valuation Day, such as prices published by relevant securities exchanges and by reference to the value of assets held on behalf of the relevant sub-fund, in accordance with Article 13 of the Fund’s Articles of Incorporation. Prosper Stars & Stripes Fund A net asset value applies to each Business Day (hereinafter “Valuation

Day”), which is calculated/published on the Luxembourg Business Day that follows such Valuation Day, on the basis of the last known prices on the Valuation Day as published by the relevant stock markets and by reference to the value of the assets held on behalf of the relevant sub-fund, in accordance with Article 13 of the SICAV’s Articles of Incorporation.

Global Macro Fund A net asset value applies to each Business Day (hereinafter “Valuation Day”), which is calculated/published on the Luxembourg Business Day that follows such Valuation Day, on the basis of the last known prices on the Valuation Day as published by the relevant stock markets and by reference to the value of the assets held on behalf of the relevant sub-fund, in accordance with Article 13 of the SICAV’s Articles of Incorporation.

The value of the assets of each sub-fund and share class and series is obtained by dividing the net asset value of the assets of the sub-fund, class and series, if applicable, by the number of shares in circulation of these sub-funds, classes and series, if applicable. For each sub-fund, the Board of Directors will establish a separate aggregate of net assets. In dealings among shareholders and vis-à-vis third parties, this aggregate of assets will be allotted solely to the shares issued for the relevant sub-fund, taking into account, if applicable, the allocation of this aggregate of assets among the share series and/or classes, in accordance with the provisions of the Articles of Incorporations. For the purpose of determining these various aggregates of net assets: 1. If one or more share classes/series belong to a particular sub-fund, the assets allotted to such

classes and/or series will be invested together in accordance with the investment policy of the relevant sub-fund, subject to the specificities associated with such share classes and/or series.

2. The proceeds from the issue of shares of a class and/or series of shares of a particular sub-fund will

be allocated on the Fund’s books to the relevant class and/or series of such sub-fund. However, if more than one share class and/or series is issued in that sub-fund, the corresponding amount will

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increase the share of net assets of such sub-fund attributable to the share class and/or series to be issued.

3. The assets, undertakings, income and expenses pertaining to such sub-funds/classes and/or series

will be allocated to such sub-funds/classes and/or series. 4. If an asset derives from another asset, such asset will be allocated on the Fund’s books to the same

sub-fund as the asset from which the asset derives, and at the time of each revaluation of an asset, the increase or decrease in value will be allocated to the corresponding sub-fund.

5. If the Fund incurs a liability that is attributable to an asset in a particular sub-fund or to a transaction

carried out in relation with an asset in a particular sub-fund, such liability will be allocated to that sub-fund.

6. If an asset or liability of the Fund cannot be allocated to a particular sub-fund, such asset or liability

will be allocated to all sub-funds in proportion to the net asset value of the relevant share classes and/or series, or in any other manner that the Board of Directors determines in good faith.

7. After payment of dividends to the distribution shares of a particular class and/or series, the net asset

value of said class and/or series attributable to such distribution shares will be reduced by the amount of such dividends.

The value of the assets of each of the Fund’s sub-funds will be calculated according to the following principles: 1. Shares/units of UCIs will be valued on the basis of their last official net asset value available on the

Valuation Day or unofficial net asset value, if it is more recent (in such case, on the basis of a probable net asset value, estimated prudently and in good faith by the Board of Directors, or on the basis of other sources, such as information from the manager of said UCI).

2. The value of cash on hand or on deposit, sight drafts and bills of exchange, receivables, prepaid

expenses, dividends and interest owed but not yet received shall be the nominal value of said assets, unless it is unlikely that such value will be realized. In the latter case, the value will be determined by deducting an amount that seems adequate in order to reflect the actual value of such assets.

3. The value of securities (i) listed or traded on a regulated market within the meaning of the Law of

2010, or (ii) traded on another market in an EU Member State that is regulated, operates regularly, is recognized and open to the public, or (iii) are admitted to official listing on a securities exchange in a country that is not an EU Member State or are traded on another market in a country that is not an EU Member State that is regulated, operates regularly, is recognized and open to the public (these three markets may also be referred to as a “Regulated Market”) is based on the last known closing price on the Valuation Day and, if such securities are traded on more than one market, on the basis of the last known closing price on the primary market for such securities on the Valuation Day. If the last known closing price on a particular Valuation Day is not representative, the valuation will be made on the basis of probable realization value, estimated prudently and in good faith.

4. Securities that are not listed or traded on a Regulated Market will be valued on the basis of

probable realization value, estimated prudently and in good faith.

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5. The settlement value of futures contracts and option contracts that are not traded on Regulated Markets will be the net settlement value determined in accordance with the policies established by the Board of Directors, in a manner applied consistently to each type of contract. The settlement value of futures contracts and option contracts traded on Regulated Markets will be based on the last settlement price available for such contracts on the Regulated Markets on which such futures contracts and option contracts are traded by the Fund. However, if a futures contract or an option contract cannot be settled on the day on which the net assets are valued, the Board of Directors will decide a just and reasonable basis for determining the settlement value of such contract.

6. Interest rate swaps will be valued at their market value, established with reference to the applicable

interest rate curves. Index or financial instrument swaps will be valued at their market value, established with reference to the relevant index or financial instrument. Swaps contracts involving such indices or financial instruments will be valued on the basis of the market value of such swaps transactions according to procedures established by the Board of Directors.

7. If customary practice allows, liquid assets, money market instruments and all other instruments

may be valued at the last known closing price on the Valuation Day or by applying straight-line amortization. If straight-line amortization is applied, the positions in the portfolio are reviewed regularly under the direction of the Board of Directors in order to determine if there is a discrepancy between the valuation made on the basis of the last known closing price and the valuation on the basis of straight-line amortization. If there is a discrepancy that may result in significant dilution or is detrimental to the shareholders, appropriate corrective measures may be taken, including, if necessary, calculating the net asset value using the last known closing prices.

8. The value of “contracts for difference” will be determined by reference to the market value of the

underlying asset, taking into account the costs inherent in the transaction (i.e., borrowing costs, consideration for collateral or the counterparty’s funding costs, as applicable).

9. Values expressed in a currency other than the reference currency of the relevant sub-fund or share

class will be converted at the foreign exchange rates on the Valuation Day. If foreign exchange rates are not available, they will be determined prudently and in good faith in accordance with procedures established by the Board of Directors.

10. All other assets will be valued on the basis of probable realization value, which will be estimated

prudently and in good faith. 11. The Board of Directors may, at its discretion, allow the use of another valuation method if it deems

that such valuation method more accurately reflects the fair value of an asset of the Fund. Appropriate deductions will be made for expenses to be incurred by the Fund, and the Fund’s liabilities will be taken into consideration on the basis of equitable and prudent criteria. For these purposes, adequate provisions will be booked. 2. SUSPENSION OF THE CALCULATION OF NET ASSET VALUE AND OF SHARE ISSUES,

REDEMPTIONS AND CONVERSIONS

The Board of Directors is authorized to temporarily suspend the calculation of the net asset value of one or more of the Fund’s sub-funds, as well as issues, redemptions and conversions of the shares of such sub-fund(s), in the following cases:

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a) If the net asset value of the shares or units of underlying UCIs representing a substantial share of a sub-fund’s investments cannot be determined.

b) During the entire period during which one of the principal stock exchanges or principal regulated

markets on which a substantial share of the portfolio of one or more sub-funds is listed or traded is closed, except for ordinary holidays, or periods during which trading on such exchanges or markets is restricted or suspended.

c) If the Fund is unable to access the investments of one or more sub-funds or value them, or cannot

access them without causing serious detriment to the interests of its shareholders. d) If the means of communication necessary to determine the price or value of the assets of one or

more sub-funds are out of service or, if for any reason, the value of the assets of one or more sub-funds cannot be determined.

e) If investments cannot be realized or the funds required to realize investments cannot be transferred

at normal prices or exchange rates, or if the Fund is unable to repatriate funds for the purpose of making payments for share redemptions.

f) In the event of a significant number of redemption and/or redemption requests representing more

than 10% of the net assets of a particular sub-fund, the Fund reserves the right to redeem shares only at a redemption price determined after it has been able to sell the necessary assets, within a short period of time, in light of the interests of the shareholders of the sub-fund as a whole, and it has received the proceeds of such sales.

g) If the Board of Directors so decides, provided the shareholders are treated equally and in compliance

with applicable laws and regulations, (i) as of the time an extraordinary meeting of the Fund’s shareholders is convened for the purpose of voting on the liquidation of the Fund or a sub-fund, or (ii) it the Board of Directors is empowered to do so, as of the time of its decision to liquidate a sub-fund.

Subscribers and shareholders who submit their shares for redemption or conversion will be informed that calculation of the net asset value has been suspended. Pending subscriptions and redemption or conversion requests may be withdrawn by giving written notice, provided the Fund receives such notice before the suspension is lifted. Pending subscriptions, redemptions and/or conversions will be taken into consideration on the first Valuation Day after the suspension has been lifted.

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VI. DISTRIBUTIONS As of the date of the Prospectus, only accumulation shares will be issued and, therefore, the income of shares will be accumulated and their value will be reflected in the net asset value per share. If the Board of Directors decides to issue distribution shares, the following provisions will apply. Distribution Policy At the annual general shareholders’ meeting, the Fund’s shareholders, pursuant to a proposal of the Board of Directors, will decide the amount of distributions in cash to be made to the distribution shares of the various sub-funds or to the relevant share classes, in compliance with the limits set by the Law of 2010 and the Articles of Incorporations. Therefore, the amounts distributed cannot cause the Fund’s capital to fall below the minimum capital, which is set at EUR 1,250,000.00. The Board of Directors may decide, for each sub-fund and each share class, if applicable, to distribute interim dividends, in cash, to the distribution shares, in compliance with the statutory provisions in force. Payment of Dividends Dividends and interim dividends distributed to distribution shares will be paid on the dates and at the places decided by the Board of Directors.

Any dividend declared that is not claimed by the beneficiary thereof within five years of the date it is declared can no longer be claimed and will be allocated to the relevant sub-fund or share class. No interest will be paid on a dividend declared by the Fund and kept by the Fund at the beneficiary’s disposal.

VII. TAXATION 1. TAXATION OF THE FUND In Luxembourg, the Fund is subject to a tax of 0.05% a year on its net assets. This tax is reduced to 0.01% per year of the net assets allocated to share classes reserved for institutional investors. This tax is payable quarterly and is calculated on the basis of the Fund’s net assets at the end of the relevant quarter. The subscription tax (taxe d’abonnement) is not payable on the share of assets invested in other UCIs already subject to this tax. No stamp duty or other tax is payable in Luxembourg when shares in the Fund are issued. No taxes are payable in Luxembourg on capital gains realized or on latent capital gains of the Fund’s assets. The investment income received by the Fund may be subject to varying rates of withholding tax in relevant countries. In principle, such tax withholding cannot be recovered. The information given above is based on current laws and practices and may be subject to change.

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2. AUTOMATIC EXCHANGE OF INFORMATION European Directive 2014/107/EU of 9 December 2014 (the “Directive”) amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation, like other international agreements, such as those that have been or will be adopted in connection with the information exchange standard developed by the OECD (more generally known as the “Common Reporting Standard” or “CRS”), require participating jurisdictions to obtain information from their financial institutions and to exchange such information starting 1 January 2016. Pursuant, in particular, to the Directive, investment funds, as financial institutions, are required to collect specific information enabling them to correctly identify their investors. In addition, the Directive requires that the personal and financial data1 of each Investor who is:

- a reportable individual or legal entity,2 or

- a passive non-financial entity (NNF)3 with controlling persons who are reportable persons,4 be reported by the Financial Institution to the competent local Tax Authorities, which will, in turn, forward such information to the Tax Authorities of the country(ies) in which the Investor resides.

If the Fund’s shares are held in an account opened with a financial institution, the financial institution is required to exchange the information. Consequently, the Fund, whether directly or indirectly (i.e. through an intermediary appointed for this purpose):

- may, at any time, request and obtain from each investor updates to the documents and information already provided, as well as any other document or additional information for any reason whatsoever;

- is required by the Directive to report all or some of the information provided by Investors in

connection with the investment in the Fund to the competent local Tax Authorities. Investors are hereby informed of the potential risks incurred in the event of an exchange of inaccurate and/or erroneous information if the information they have provided ceases to be accurate or complete. In the event of a change to the information they have provided, investors shall promptly inform the Fund (or any intermediary appointed for this purpose) and, if applicable, submit a new certification within 30 days from the event that has caused the information to become inaccurate or incomplete.

1 Including, but not limited to, name, address, State of residence, tax identification number, date and place of birth, bank account number, the amount of income generated, the proceeds from sales, redemptions or refunds, and the value of the “account” during the calendar year or upon the closure thereof. 2 An individual or legal entity who is not a resident of the country in which the Fund is incorporated and who is a resident of a participating country. The list of countries that participate in the automatic exchange of information may be viewed on the following website: http://www.oecd.org/tax/automatic-exchange/ 3 Non-Financial Entity, i.e. an entity that is not a financial institution under the Directive. 4 An individual or legal entity who is not a resident of the country in which the Fund is incorporated and who is a resident of a participating country. The list of countries that participate in the automatic exchange of information may be viewed on the following website: http://www.oecd.org/tax/automatic-exchange/

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The mechanisms and scope of this information exchange regime may change over time. Investors are recommended to consult their own tax advisors to determine the impact that the CRS provisions may have on an investment in the Fund. In Luxembourg, under the Law of 2 August 2002 relating to the protection of individuals in relation to the processing of personal data the Investor has a right to access and correct data about him that is reported to the tax authorities. This data is kept by the Fund (or any intermediary it appoints for such purpose) in accordance with the provisions of that Law. 3. FOREIGN ACCOUNT TAX COMPLIANCE ACT (“FATCA”)

The Foreign Account Tax Compliance Act (“FATCA”), a section of the U.S. HIRE Act, was adopted by the Unites States of America in 2010 and took effect on July 1, 2014. It requires financial institutions established outside the Unites States (foreign financial institutions or “FFIs”) to annually report information about financial accounts held by Specified U.S. Persons or non-U.S. entities with one or more Controlling Persons that is a Specified U.S. Person (these financial accounts are collectively referred to as “U.S. Reportable Accounts”) to the U.S. Internal Revenue Service (“IRS”). In addition, a 30% withholding tax is imposed on U.S.-source payments made to an FFI that does not comply with the requirements of FATCA (“Nonparticipating FFI”).

On 28 March 2014, the Grand Duchy of Luxembourg concluded an inter-governmental agreement with the United States of America (“Luxembourg IGA”). The Fund, which is considered to be an FFI, is required to comply with the Luxembourg IGA as it will be brought into force as national law following its ratification, rather than directly with FATCA as issued by the U.S. government.

Pursuant to the Luxembourg IGA, the Fund is required to obtain specific information in order to identify its shareholders, as well as all nominees acting on behalf thereof. Information that the Fund has about U.S. Reportable Accounts, as well as information about Nonparticipating FFIs, will be shared by the Fund with the Luxembourg tax authorities, which will automatically exchange such information with the competent authorities in the United States.

The Fund intends to comply with the provisions of the Luxembourg IGA, as it will be brought into force as national law following its ratification, in order to be deemed FATCA-compliant and to avoid being subject to the 30% withholding tax on its investments that are actually U.S. investments or are treated as such. To ensure such compliance, the Fund or any agent validly appointed for such purpose:

a. may request additional information or documentation, including U.S. tax forms (Forms W-8 or W-9), a Global Intermediary Identification Number (GIIN) if the situation requires, or any other documentary proof for purposes of identifying a shareholder or nominee and their respective status under FATCA;

b. will report to the Luxembourg tax authorities information about any shareholder and his account if such account is deemed a U.S. Reportable Account under the Luxembourg IGA, or if such account is deemed to be held by a Nonparticipating FFI under FATCA; and

c. if the situation requires, may deduct the U.S. withholding tax applicable to payments made to certain shareholders, in accordance with FATCA.

Concepts and terms in connection with FATCA should be interpreted and understood using the applicable definitions in the Luxembourg IGA and the texts ratifying it and bringing it into force as national law, and only secondarily using the definitions set out in the Final Regulations issued by the U.S. government (www.irs.gov).

For FATCA compliance purposes, the Fund may be required to provide to the U.S. tax authorities, via the Luxembourg tax authorities, personal data about specified U.S. persons, nonparticipating FFIs and passive

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non-financial foreign entitles (passive NFFEs) with one or more Controlling Persons that is a Specified U.S. Person.

In the event of doubt about their status under FATCA or the implications of FATCA or the IGA on their personal situation, investors are recommended to consult their financial, legal or tax advisors before investing in the Fund’s shares.

VIII. CHARGES AND COSTS 1. MAIN CHARGES AND COSTS OF THE FUND a) Start-up Costs Costs associated with incorporating and launching the Fund are estimated at EUR 12,750.00, which will be amortized over the Fund’s first five fiscal years. If a new sub-fund is created during this five year period, that sub-fund will be charged the unamortized costs of creating the Fund in proportion to its net assets. During this same five year period and in consideration thereof, the costs of setting up this new sub-fund will also be charged to the other sub-funds in proportion to the net assets of all sub-funds. After this five year period, costs specifically associated with the creation of a new sub-fund will be amortized in full, from the time they are incurred, against the assets of that sub-fund. b) Management, Performance and Marketing Fees

1) Management Company Fees In consideration for its services, the Management Company receives an annual fee from the Fund at the rate of 0.15%, with a minimum of EUR 15,000.00 per year and per sub-fund. This fee is payable quarterly and is calculated on the basis of the average net assets of the sub-funds during the relevant quarter. In consideration for its services as Foreign Exchange Risk Manager for the Prosper Stars & Stripes Fund sub-fund, the Management Company receives an annual fee from the Fund at the rate of 0.08% per year for the Prosper Stars & Stripes Fund sub-fund’s share classes denominated in EUR, GBP and CHF. This fee is payable quarterly and is calculated on the basis of the average net assets of the relevant share classes during the relevant quarter. In consideration for its services as Foreign Exchange Risk Manager for the Global Macro Fund sub-fund, Plurimi Wealth LLP receives an annual fee from the Fund at the rate of 0.05% per year for the Global Macro Fund sub-fund’s share classes denominated in USD, GBP and CHF. This fee is payable quarterly and is calculated on the basis of the average net assets of the relevant share classes during the relevant quarter. In addition, in consideration for its management and marketing services, the Management Company receives an annual fee from the Fund as shown in the table below, which is payable quarterly and is calculated on the basis of the average net assets of each of the share classes in the sub-funds during the relevant quarter.

Sub-fund Share classes Rates

Prosper Stars & Stripes Fund Prosper Stars & Stripes Fund I EUR 1.4% per year

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Prosper Stars & Stripes Fund I USD 1.4% per year

Prosper Stars & Stripes Fund I CHF 1.4% per year

Prosper Stars & Stripes Fund R GBP 1.4% per year

Prosper Stars & Stripes Fund P EUR 2% per year

Prosper Stars & Stripes Fund P USD 2% per year

Prosper Stars & Stripes Fund P CHF 2% per year

Prosper Stars & Stripes Fund P GBP 2% per year

Prosper Stars & Stripes Fund 13 1.2% per year

Prosper Stars & Stripes Fund X USD 1.4% per year

Global Macro Fund

Global Macro I EUR 1.2% per year

Global Macro I USD 1.2% per year

Global Macro I CHF 1.2% per year

Global Macro R GBP 1.2% per year

Global Macro S EUR 1.8% per year

Global Macro P EUR 2% per year

Global Macro P USD 2% per year

Global Macro P CHF 2% per year

Global Macro X EUR 1.2% per year

2) Performance Fee

For each share class in the Prosper Stars & Stripes Fund and Global Macro Fund sub-funds, the Management Company will receive a performance fee paid annually, in the classes’ respective currency, based on the performance of the Total Net Assets (“TNA”) during the period (adjusted by subscriptions and redemptions made in said class). The performance fee rate is:

- 18% of TNA performance for the share classes of the Prosper Stars & Stripes Fund sub-fund, with the exception of the Prosper Stars & Stripes Fund 13 share class, for which a performance fee rate of 15% will be applied.

- 15% of TNA performance for the share classes of the Global Macro Fund sub-fund. Performance is defined as a positive movement in the TNA of a class compared with the reference TNA.

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For the Global Macro Fund sub-fund, the reference TNA for a class is the highest TNA reached, adjusted by subscriptions and redemptions made in said class. For the Prosper Stars & Stripes Fund sub-fund, the reference TNA for a class is the highest TNA reached after 15 January 2016, adjusted by subscriptions and redemptions made in said class. If the difference between the TNA of a class and the reference TNA for that class is negative, the reference TNA for the class will be retained until there is a positive performance at the end of a quarter (high water mark principle). The performance fee will be calculated and provisioned each Valuation Day. The Board of Directors wishes to draw investors’ attention to the fact that this method for calculating the performance fee may cause discrepancies in net asset value movements per share in each share class compared to other share classes.

3) Fees of Roubaix Capital, LLC

In consideration for its management services for the Prosper Stars & Stripes Fund sub-fund, Roubaix Capital, LLC receives an annual fee from the Management Company at a rate agreed upon by the parties. This fee is payable quarterly and is calculated on the basis of the average net assets of the Prosper Stars & Stripes Fund sub-fund during the relevant quarter.

4) Fees of Plurimi Wealth LLP

In consideration for its management services for the Global Macro Fund sub-fund, Plurimi Wealth LLP receives an annual fee from the Management Company an annual fee at a rate agreed upon by the parties. This fee is payable quarterly and is calculated on the basis of the average net assets of the Global Macro Fund sub-fund during the relevant quarter.

5) Fees of Prosper Professional Services SA In consideration for its services as Global Distributor for the sub-funds, Prosper Professional Services also receives from the Management Company an annual fee at a rate agreed upon by the parties. This fee is payable quarterly and is calculated on the basis of the average net assets of the relevant sub-fund during the relevant quarter. c) Fees of the Custodian and Paying Agent In consideration for its services, the Custodian receives from the Fund a maximum annual fee of 0.15%, with a minimum of EUR 10,000.00 per year, and per sub-fund. This fee is payable quarterly and is calculated on the basis of the average net assets of the relevant sub-fund during the relevant quarter. d) Fees of the Domiciliary Agent, Administrative Agent, Transfer Agent and Registrar In consideration for its services as the Fund’s Domiciliary Agent, Administrative Agent, Transfer Agent and Registrar, the Management Company will receive the following remuneration, which is charged to the Fund:

1) Domiciliary Agent A lump-sum amount of EUR 7,500.00 per year for the Fund as a whole, payable annually.

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2) Administrative Agent

A lump-sum amount of EUR 26,400.00 per year and per sub-fund, payable quarterly.

3) Transfer Agent and Registrar A lump-sum amount of EUR 30.00 per transaction (subscription/redemption/conversion) and a lump-sum amount of EUR 2,500.00 per year and per sub-fund, both payable quarterly. 2. OTHER COSTS PAID BY THE FUND The Fund will bear all other operating costs, including, without limitation, the costs of drafting the Articles of Incorporation and other founding documents and subsequent amendments thereto, the fees and expenses payable to paying agents, correspondents of the Custodian and other agents and employees of the Fund, as well as to permanent representatives of the Fund in countries where it is required to register, legal assistance and research fees and fees incurred to audit the Fund’s annual financial statements, promotion expenses, the costs of printing and publishing sales documents for shares, the printing costs of annual and interim financial reports, the costs of holding shareholders’ meetings and Board of Directors’ meetings, reasonable travel expenses of directors and managers, directors’ fees, the costs of registration reports, all taxes and fees imposed by government authorities and securities exchanges, the costs of publishing issue and redemption prices, as well as all other operating costs, including financing costs and banking and brokerage fees incurred in connection with the purchase or sale of assets or otherwise, and all administrative expenses. Expenses and charges not attributable to a particular sub-fund will be charged to the various sub-funds in proportion to their respective net assets. The Fund may appoint directors who are independent with regard to the manager or managers, Management Company or Global Distributor. The Fund may incur costs in connection therewith, which will not exceed €25,000 per annum and which will be paid by the Fund. This amount does not include any applicable taxes, such as VAT if applicable.

IX. FISCAL YEAR – SHAREHOLDERS’ MEETINGS

1. FISCAL YEAR The fiscal year begins on 1 January and ends on 31 December of each year, except for the first fiscal year, which started on the date that the Fund was incorporated and ended on 31 December 2010.

2. SHAREHOLDERS’ MEETINGS Annual general shareholders’ meetings will be held in Luxembourg, at the Fund’s principal office or at any other place specified in the notice of the meeting, on the last Wednesday of April at 11:00 AM. If that day is not a Business Day in Luxembourg, the annual general shareholders’ meeting will be held on the next Business Day.

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Notices of annual general shareholders’ meetings, specifying the date, time, place, admission conditions, agenda and the quorum and majority required under Luxembourg law, will be published and sent in accordance with Luxembourg law. Shareholders of the share class(es) issued in a sub-fund may at any time hold general shareholders’ meetings for the purpose of deliberating on matters concerning that sub-fund only. Furthermore, the shareholders of any share class/series may at any time hold general shareholders’ meetings for the purpose of deliberating on matters concerning that class/series only.

Resolutions adopted at such shareholders’ meetings shall apply, respectively, to the sub-fund and/or the relevant share class/series.

X. DISSOLUTION AND LIQUIDATION OF THE FUND 1. GENERAL PROVISIONS

The Fund may be dissolved voluntarily or by court order. After dissolution, the Fund is deemed to continue in existence for purposes of its liquidation. If liquidation is voluntary, the Fund continues to be supervised by the CSSF. The liquidators will distribute the net liquidation proceeds of each sub-fund and each share class/series, if applicable, to the shareholders in proportion to their share of the net assets of the sub-fund or share class/series in which they hold their shares, in accordance with the provisions of the Articles of Incorporation. Liquidation proceeds that cannot be distributed to their beneficiaries within a period of nine months from the date of the liquidation decision will be deposited with the Caisse de Consignation in Luxembourg for the benefit of the beneficiaries thereof until the end of the statutory forfeiture period. 2. VOLUNTARY LIQUIDATION

A voluntary liquidation will be carried out in accordance with the Law of 2010 and the Law of 1915, which

prescribe the procedure and measures to apply.

The Fund may be dissolved at any time by a resolution of a general shareholders’ meeting voting in accordance with the same requirements as for an amendment to the Articles of Incorporation.

Moreover, if the Fund’s capital falls to less than two-thirds of the minimum capital, i.e., currently EUR 1,250,000.00, the Board of Directors must submit the issue of the Fund’s dissolution to a general shareholders’ meeting, which will decide without any quorum requirements and by a simple majority of the shares present or represented at the meeting. If the Fund’s capital falls to less than one-fourth of the minimum capital, the Board of Directors must submit the issue of the Fund’s dissolution to a general shareholders’ meeting, which will decide without any quorum requirements. Dissolution may be decided by the shareholders holding one-fourth of the shares present or represented at the meeting. The meeting must be convened within 40 days of the date on which it is ascertained that net assets have fallen below two-thirds or one-fourth of the minimum capital.

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If it is decided to dissolve the Fund, it will be liquidated by one or more liquidators, who may be individuals or legal entities, previously approved by the CSSF and appointed by a general shareholders’ meeting, which will determine their powers and compensation.

3. JUDICIAL LIQUIDATION

A judicial liquidation will be carried out solely pursuant to the Law of 2010, which prescribes the procedure and measures to apply.

XI. LIQUIDATION AND MERGER OF SUB-FUNDS AND SHARE CLASSES OR SERIES

The Board of Directors may decide to liquidate a sub-fund or share class or series if the net assets of said sub-fund, class or series fall below an amount at which the sub-fund or share class or series can no longer be managed adequately, or if a change in the economic or political situation has an influence on the relevant sub-fund or share class or series that justifies such liquidation.

The shareholders of the sub-fund or share class or series will be given notice of the liquidation decision before the effective date of liquidation. The notice will specify the reasons for the liquidation and the liquidation procedure. The relevant shareholders will be informed of the decision and procedures for closing a sub-fund or share class or series by a notice published in the press. Such notice will be published in one or more newspapers in Luxembourg and in one or more national newspapers in the countries where the shares are distributed.

Unless the Board of Directors decides otherwise in the interest of the shareholders or to ensure that all shareholders are treated equitably, the shareholders of the relevant sub-fund or share class or series may continue to request the redemption or conversion of their shares, free of charge, on the basis of the applicable net asset value, taking into account estimated liquidation costs. The Fund will reimburse shareholders in proportion to the number of shares they hold in the sub-fund or share class or series. Liquidation proceeds that cannot be distributed to their beneficiaries within a period of nine months from the date of the decision to liquidate a sub-fund or share class or series will be deposited with the Cuisse de Consignation for the benefit of the beneficiaries thereof until the end of the statutory forfeiture.

For the same reasons as described above, the Board of Directors may decide to close a sub-fund or share class or series by merging it with another sub-fund or share class or series of the Fund. A merger may also be decided by the Board of Directors if required by the interests of the shareholders of the relevant sub-funds or share classes or series. This decision will be published in the same manner as described above. The publication will contain information regarding the new sub-fund, new share class or new share series. The notice will be published at least one month before the merger takes effect in order to enable shareholders to request the redemption or conversion of their shares, free of charge, before the transaction becomes final. At the end of this period, all other shareholders will be bound by the decision.

For the same reasons as described above, the Board of Directors is empowered to decide to close a sub-fund or share class or series by contributing it to another undertaking for collective investment incorporated under the laws of Luxembourg pursuant to Part I of the Law of 2010, or to a sub-fund or share class or series within another undertaking for collective investment incorporated under the laws of Luxembourg. Furthermore, the Board of Directors may decide to make such contribution if required in the interests of the shareholders of the relevant sub-fund or share class or series. This decision will be published in the same manner as described above. The notice published will contain information concerning the undertaking for

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collective investment. The notice will be published at least one month before the contribution takes effect in order to enable shareholders to request the redemption or conversion of their shares, free of charge, before the contribution to the undertaking for collective investment transaction becomes final. At the end of this period, all other shareholders will be bound by the decision.

If the shares are contributed to an undertaking for collective investment established as an investment fund under Luxembourg law, the contribution will bind the shareholders of the relevant sub-fund or share class or series only if they expressly agree to the contribution by a unanimous vote of all the shareholders of the relevant sub-fund or share class or series. If this condition is not satisfied, only the shareholders who vote in favour of the contribution will be bound by the decision. The other shareholders will be deemed to have requested the redemption of their shares.

XII. INFORMATION – AVAILABLE DOCUMENTS 1. AVAILABLE INFORMATION a) Publication of Net Asset Value The net asset value of each share class and/or series of each sub-fund, and the issue and redemption prices, will be made public each Valuation Day at the Fund’s principal office. The Board of Directors may subsequently decide to publish such net asset values in newspapers in the countries where the Fund’s shares are offered or sold. The net asset values may also be obtained from the Management Company.

b) Financial Notices Financial notices will be published in a newspaper in the countries where the Fund is marketed if such publication is required by applicable laws and regulations. In the Grand Duchy of Luxembourg such financial notices will be published in the “Luxemburger Wort". c) Periodic Reports Each year, the Fund publishes a detailed report on its business and on the management of its assets, including the consolidated balance sheet and income statement, expressed in EUR, a detailed breakdown of the assets in each sub-fund and the auditor’s report. Furthermore, the Fund publishes a semi-annual report that details inter alia the composition of the portfolio, the movements within the portfolio during the period, the number of shares in circulation and the number of shares issued and redeemed since the previous publication. The Fund’s Board of Directors may decide to publish interim reports. 2. DOCUMENTS AVAILABLE TO THE PUBLIC a) Documents Available In addition to the Prospectus, the KIIDs and the most recent annual and semi-annual reports published by the Fund, copies of the following documents may be obtained, free of charge, during office hours each Business Day at the Fund’s principal office, 12 Rue Eugène Ruppert, L-2453 Luxembourg:

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Copies of the Prospectus, the KIIDs, the Articles of Incorporation and the most recent annual and semi-annual reports may also be viewed on the website at www.fundsquare.net. Information on the procedures for handling investor complaints and a brief description of the strategy adopted by the Management Company to determine when and how voting rights attached to the instruments held in the Company’s portfolio should be exercised may be viewed on the Management Company’s website at www.dpas.lu. The Management Company applies a remuneration policy (the “Policy”) within the meaning of Article 111bis of the Law of 2010 and in compliance with the principles established by Article 111ter of the Law of 2010. Essentially, the Policy seeks to prevent risk-taking that is inconsistent with sound and effective risk management, with the business strategy, objectives, values and interests of the Management Company or the Fund, with the interests of the Fund's shareholders, to avoid potential conflicts of interest and to uncouple decisions about control operations from performances obtained. The Policy includes a performance assessment within a multi-year framework consistent with the investment period recommended for investors in the Fund in order to ensure that the assessment process is based on the Fund’s long-term performance and its investment risks. The variable component of remuneration is also based on a certain number of other qualitative and quantitative factors. The Policy maintains an appropriate balance between the fixed and variable components of total remuneration. This Policy was adopted by the Management Company’s board of directors, which is also responsible for implementing and supervising it. It applies to all types of benefits paid by the Management Company, as well as to any amount that the Fund itself pays directly, including any performance fees, and to all Fund share transfers made to a class of personnel covered by the Policy. Its general principles are assessed at least annually by the Management Company’s board of directors and are a function of the Management Company’s size and/or the size of the investment funds it manages. The details of the Management Company’s updated Policy are available on the following website: www.dpas.lu. A paper version will be provided free of charge upon request. b) Subscription Form Subscription forms may be obtained upon request from the Fund’s principal office. c) Official Language

The official language of the Prospectus and the Articles of Incorporation is French. However, the Fund’s Board of Directors, Custodian, Administrative Agent, Domiciliary Agent, Transfer Agent and Registrar and Management Company may, on their own behalf and on the Fund’s behalf, deem binding translations into the languages of countries where the Fund’s shares are offered or sold. In the event of inconsistency between the French text and any other language into which the Prospectus may be translated, the French text shall prevail.

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SCHEDULE TO THE PROSPER FUNDS SICAV PROSPECTUS (THE “FUND”)

INFORMATION FOR INVESTORS IN SWITZERLAND The Fund’s sub-funds have not been approved by the Swiss Financial Markets Authority (l'Autorité Fédérale de Surveillance des Marchés Financiers - FINMA) as foreign undertakings for collective investment within the meaning of article 120 of the Federal Law on collective investments (the “LPCC”). The Fund’s shares cannot be distributed to unqualified investors in Switzerland, and the Prospectus cannot be given to unqualified investors in Switzerland.

Nevertheless, the Fund has appointed a representative and a paying agent, as indicated below, in order to

distribute its shares in Switzerland or from Switzerland to qualified investors, within the meaning of the

LPCC.

1. REPRESENTATIVE

The representative in Switzerland is CACEIS (Switzerland) SA, 35 Route de Signy, 1260 Nyon (Switzerland). 2. PAYING AGENT

The paying agent in Switzerland is CACEIS Bank Luxembourg, Luxembourg, Nyon branch, 35, route de Signy, 1260 Nyon (Switzerland). 3. AVAILABILITY OF KEY DOCUMENTS

The prospectus, key investor information documents, articles of association and annual and interim reports can be obtained from the Fund's representative in Switzerland, free of charge. 4. PAYMENT OF SHARED FEES AND REBATES

a) Shared fees

The Management Company and its agents may pay a share of its/their fees as consideration for the distribution of the Fund's shares in Switzerland or from Switzerland. Said payments are more specifically intended to remunerate the following services:

The marketing and commercial development of the Fund

Information provided to investors concerning the Fund

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Said shared fees will not be treated as rebates, even if they are ultimately paid back to the investors in full or in part. The beneficiaries of said fees are bound by a transparency obligation and must inform investors, spontaneously and free of charge, of any such amounts they may receive for distributing the Fund. Upon request, they will inform investors of the amounts they have effectively received for the distribution of collective investment undertakings.

b) Rebates

The Management Company and its agents may directly grant investors rebates in connection with the distribution of the Fund in Switzerland or from Switzerland, upon request. Rebates are intended to reduce the costs and charges incumbent upon said investors. Rebates are authorized subject to compliance with the following conditions:

they are paid out of the charges payable to the Management Company or its agents and are not

therefore charged against the Fund's assets;

they are granted on the basis of objective criteria;

they are granted equally to all investors who satisfy the objective criteria and request rebates, within

the same timeframes.

The objective criteria according to which the Management Company or its agents will grant rebates include:

the volume subscribed by the investor or the total volume held by the investor in the collective

investment undertaking or, if applicable, in the promoter's range of products;

the amount of charges generated by the investor;

the investor's financial conduct (such as anticipated investment period);

the investor's willingness to support an undertaking for collective investment during its launch phase.

Whenever requested by investor, the Management Company or its agents will indicate the amount of any rebates, free of charge. 5. Place of performance and jurisdiction

The place and performance and jurisdiction are the registered office of the representative in Switzerland for Fund shares distributed in Switzerland or from Switzerland.