Vontobel Fund II Asset Management Investment Company under Luxembourg law
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Asset Management
Vontobel Fund II
Investment Company under Luxembourg law
Sales Prospectus January 20222/74 Vontobel
Contents
1 Introduction 3
2 Important Information 3
3 Distribution Restrictions, in particular information for prospective investors who are US persons, and FATCA
provisions 5
4 Fund Management and Administration 5
5 Definitions 8
General Part 10
6 The Fund 10
7 Notice Regarding Special Risks 12
8 Investment Objective and Investment Policy 27
9 Investment and Borrowing Restrictions 27
10 Determination of the Net Asset Value of Shares 32
11 Shares 36
12 Issue of Shares 36
13 Redemption of Shares 38
14 Transfer of Shares 39
15 Conversion of Shares 39
16 Temporary Suspension of Net Asset Value Calculation, Issues, Redemptions and Conversions of Shares 40
17 Risk Management Process and Liquidity Risk Management Process 41
18 Distribution Policy 42
19 Market Timing and Late Trading 42
20 Fees and Expenses 42
21 Taxation 43
22 General Information 45
Special Part 48
1 Vontobel Fund II – Vescore Global Risk Diversification 48
2 Vontobel Fund II – Vescore Active Beta 50
3 Vontobel Fund II – Vescore Active Beta Opportunities 52
4 Vontobel Fund II – mtx Sustainable Emerging Markets Leaders X 55
5 Vontobel Fund II – Duff & Phelps Global Listed Infrastructure 59
6 Vontobel Fund II – KAR US Small-Mid Cap 62
7 Vontobel Fund II – 3-Alpha Megatrends (as from 15 February 2022: Vontobel Fund II – Megatrends) 64
8 Vontobel Fund II – Global Impact Equities 67
9 Vontobel Fund II – mtx China A-Shares Leaders 70
10 Vontobel Fund II – Fixed Maturity Emerging Markets Bond 2026 72
Vontobel Fund II Sales Prospectus
Subscription of shares in the Fund is only permitted in conjunction with the valid Sales Prospectus, the Articles of Association and the latest annual report,
or semi-annual report, if this is more recent. In addition, key investor information (KIIDs, as defined under 5 "Definitions") shall be made available to pro-
spective investors as part of the pre-contractual legal relationship. Further information on the Fund documents may be found in section 22.9 of the General
Part of the Sales Prospectus.3/74 Vontobel
deemed U.S. investments of the Fund. The Fund will continu-
1 Introduction
ally assess the extent of the requirements that FATCA and
VONTOBEL FUND II (the "Fund") is an open-ended invest- notably the FATCA Law place upon it.
ment company with variable capital (Société d’Investissement
To ensure the Fund’s compliance with FATCA, the FATCA
à Capital Variable) incorporated on 7 September 2007 that
Law and the Luxembourg IGA in accordance with the forego-
falls within the scope of application of Part I of the Luxem-
ing, the Fund may:
bourg Law of 17 December 2010 on undertakings for collec-
tive investment (an undertaking for collective investments in a) request information or documentation, including W-8 tax
transferable securities, “UCITS”) which implements Directive forms, a Global Intermediary Identification Number, if ap-
2009/65/EC of the European Parliament and of the Council of plicable, or any other valid evidence of a shareholder’s
13 July 2009 on the co-ordination of laws, regulations and ad- FATCA registration with the IRS or a corresponding ex-
ministrative provisions relating to undertakings for collective emption, in order to ascertain such shareholder’s FATCA
investment in transferable securities into Luxembourg law (the status;
"2010 Law"). It has been included in the list of investment b) report information concerning a shareholder and his ac-
companies approved by the CSSF and is supervised by the count holding in the Fund to the Luxembourg tax authori-
same body. ties if such account is deemed a US reportable account
under the FATCA Law and the Luxembourg IGA;
The Fund is entered in the commercial register of Luxem-
c) deduct applicable US withholding taxes from certain pay-
bourg under no. B131432
ments made to a shareholder by or on behalf of the Fund
The minimum capital required by law is EUR 1,250,000 (one in accordance with FATCA and the FATCA Law and the
million two hundred and fifty thousand Euros). Luxembourg IGA; and
d) divulge any such personal information to any immediate
The Foreign Account Tax Compliance Act ("FATCA"), a por-
payor of certain U.S. source income as may be required
tion of the 2010 Hiring Incentives to Restore Employment Act,
for withholding and reporting to occur with respect to the
became law in the United States in 2010. It requires financial
payment of such income.
institutions outside the US (“foreign financial institutions” or
“FFIs”) to pass information about “Financial Accounts” held by The Fund has currently opted for a deemed-compliant status
“Specified US Persons”, directly or indirectly, to the US tax called collective investment vehicle. The possibility that the
authorities, the Internal Revenue Service (“IRS”) on an annual Fund will change or relinquish this status in future cannot be
basis. A 30% withholding tax is imposed on certain US source ruled out, however. Investors or potential investors who have
income of any FFI that fails to comply with this requirement. questions about the Fund's current FATCA status are advised
On 28 March 2014, the Grand-Duchy of Luxembourg entered to contact their relationship manager at the relevant distribu-
into a Model 1 Intergovernmental Agreement (“IGA”) with the tor.
United States of America and a memorandum of understand-
ing in respect thereof. The Fund would hence have to comply 2 Important Information
with such Luxembourg IGA as implemented into Luxembourg
Shares of the Fund are subscribed on the basis of the in-for-
law by the Law of 24 July 2015 relating to FATCA (the
mation and representations contained in this Sales Prospec-
"FATCA Law") in order to comply with the provisions of
tus, the Fund's Articles of Association and the latest annual
FATCA rather than directly complying with the US Treasury
report or semi-annual report if this is more recent.
Regulations implementing FATCA. Under the FATCA Law
and the Luxembourg IGA, the Fund may be required to collect As pre-contractual information, key investor information (KI-
information aiming to identify its direct and indirect sharehold- IDs, as defined under 5 "Definitions") shall also be made
ers that are Specified US Persons for FATCA purposes (“re- available to investors. Any other information or representation
portable accounts”). Any such information on reportable ac- relating thereto is unauthorized. If you are in any doubt about
counts provided to the Fund will be shared with the the contents of this Sales Prospectus please consult your
Luxembourg tax authorities which will exchange that infor- stockbroker, bank, legal or tax advisor or other experts.
mation on an automatic basis with the Government of the
The prevailing language for the Sales Prospectus shall be
United States of America pursuant to Article 28 of the conven-
English.
tion between the Government of the United States of America
and the Government of the Grand Duchy of Luxembourg for All references to times relate to Luxembourg time.
the Avoidance of Double Taxation and the Prevention of Fis-
The Fund and/or its Management Company shall not normally
cal Evasion with respect to Taxes in Income and Capital, en-
divulge any confidential information concerning the Investor.
tered into in Luxembourg on 3 April 1996. The Fund intends
The Investor agrees that data regarding the investor con-
to comply with the provisions of the FATCA Law and the Lux-
tained in the application form and arising from the business
embourg IGA to be deemed compliant with FATCA and will
relationship with the Fund and/or its Management Company
thus not be subject to the 30% withholding tax with respect to
may be stored, modified or used in any other way by the Fund
its share of any such payments attributable to actual and4/74 Vontobel
and/or its Management Company for the purpose of adminis- processing of their personal data by, the Fund and the Man-
tering and developing the business relationship with the In- agement Company, as data controllers, and the Investment
vestor. To this end data may be transmitted to the Manage- Manager(s), the Depositary, the Administrator, as data pro-
ment Companies’ affiliates, branches, subsidiaries and parent cessors, including in countries outside the EU, EEA or Swit-
company and each of their respective affiliates, directors, of- zerland which may not offer a similar level of protection as
ficers or employees (this shall include without limitation Von- that under applicable data protection law in Luxembourg.
tobel Group companies and their employees), delegates, and
RBC Investor Services Bank S.A., the Administrator of the
service providers of the Fund and the Management Company,
Fund delegated registrar and transfer agent activities of the
financial advisers working with the Fund and/or its Manage-
Fund within the RBC group.
ment Company, as well as to other companies being ap-
pointed to support the business relationship (e.g. external pro- RBC Investor Services Bank S.A. is part of a company oper-
cessing centers, dispatch or paying agents). ating globally and delegates activities to their center of excel-
lence RBC Investor Services Malaysia Sdn. Bhd, Level 13,
Investors are also informed that, in general practice, tele-
Menara 1 Sentrum, No. 201, Jalan Tun Sambanthan, 50470
phone conversations and instructions may be recorded, as
Kuala Lumpur, Malaysia, or may delegate to any other affiliate
proof of a transaction or related communication. Such record-
of RBC Investor Services Bank S.A. (“Delegates”) in the fu-
ings will be processed in accordance with data protection law
ture. In connection with the registrar and transfer agent activi-
applicable in Luxembourg and shall not be released to third
ties, personal data such as identification data, account infor-
parties, except in cases where the Fund, the Management
mation, contractual and other documentation and trans-
Company or/and the Administrator, the Depositary or the In-
actional information, to the extent legally permissible, may be
vestment Managers are compelled or entitled by laws or regu-
transmitted to the affiliated entities, groups of companies or
lations or court order to do so.
representatives of RBC abroad. Information shared is for the
The Fund and/or any of its delegates and service providers processing of shareholder transactions, corporate actions and
may disclose or transfer personal data, whether in Luxem- key performance indicator reporting.
bourg or elsewhere (including entities situated in countries
You are authorized to access data relating to you at reasona-
outside of the European Economic Area (the “EEA”)), to other
ble intervals free of charge, and may request correction of
delegates, duly appointed agents and service providers of the
that data, if necessary. You may contact RBC Investor Ser-
Fund (and any of their respective related, associated or affili-
vices Bank S.A. at Customerservices@rbc.com to exercise
ated companies or sub-delegates) and to third parties includ-
these rights.
ing advisers, regulatory bodies, taxation authorities, auditors,
technology providers for the purposes specified above. The sharing of information described entails the transfer of
data to a country which may not provide the same level of
The Fund and/or any of its delegates and service providers
personal data protection as is available in the European Eco-
(together “they”) will abide by the requirements of European
nomic Area (currently: Malaysia). The Delegates are required
(“EU”), European Economic Area (“EEA”) and Swiss applica-
to keep the information confidential and use it only for the pur-
ble data protection laws and regulations (incl. but not limited
poses for which they have been made available to them and
to the General Data Protection Regulation, “GDPR”, (EU)
appropriate measures have been implemented.
2016/679) regarding the collection, use, transfer, retention,
and other processing of Personal Data. In particular, they will Data subjects such as representatives, and/or authorized sig-
not transfer personal data to a country outside of the EU, EEA natories and/or beneficial owners of investors (the “Data Sub-
and Switzerland unless that country ensures an adequate jects”) may request access to, rectification of or deletion of
level of data protection, appropriate safeguards are in place any personal data provided to or processed by any of the par-
or relies on one of the derogations provided for under applica- ties above in accordance with applicable law. In particular,
ble data protection laws and regulations (such as e.g. Article Data Subjects may at any time object, on request and free of
46 GDPR) and such transfers and safeguards will be docu- charge, to the processing of their personal data for direct mar-
mented accordingly (e.g. Article 30(2) GDPR). keting purposes. Data Subjects should address such requests
to the registered office of the Management Company.
If a third country does not provide an adequate level of data
protection, then the Fund and/or any of its delegates and ser- For further information about the treatment of your personal
vice providers will ensure it puts in place appropriate safe- data in regard to this or your data subject rights, please con-
guards such as e.g. applicable standard model clauses sult our complete information at: GDPR landing page at:
(which are standardized contractual clauses, approved by the vontobel.com/gdpr. The Fund or the Management Company
European Commission). will accept no liability with respect to any unauthorized third
party receiving knowledge of and/or having access to the in-
Insofar as the data provided by investors includes personal
vestors’ personal data, except in the event of willful negli-
data of their representatives and/or authorized signatories
gence or gross misconduct of the Fund or the Management
and/or shareholders and/or ultimate beneficial owners, the in-
Company.
vestors confirm having secured their consent to the pro-
cessing of their personal data or unless they cannot rely on Investors should note that any investor may only exercise his
consent, they hereby expressly confirm that they may dis- investor rights in full directly against the Fund, in particular the
close the personal data to third parties in accordance with ap- right to participate in annual general meetings, if the investor
plicable data protection laws and regulations and, in particu- is entered in the Fund's register of shareholders himself and
lar, to the disclosure of their personal data to, and the in his own name. In cases where an investor has invested in5/74 Vontobel
the Fund through an intermediary that undertakes the invest- – Management Company
ment in its own name but on behalf of the investor, the inves- VONTOBEL ASSET MANAGEMENT S.A., 18, rue
tor may not necessarily be able to assert all investor rights di- Erasme, L-1468 Luxembourg
rectly against the Fund. Investors are therefore advised to
The Board of Directors has appointed Vontobel Asset Man-
enquire as to their rights.
agement S.A. as the Management Company of the Fund (the
"Management Company") and delegated to it the activities re-
3 Distribution Restrictions, in particular information for
lating to the investment management, central administration
prospective investors who are US persons, and
and distribution of the Fund.
FATCA provisions
The Management Company has further delegated investment
Neither the Fund nor its shares have been registered in the
management and central administration activities with the
United States of America under the US Securities Act 1933 or
agreement of the Fund. The Management Company itself
the US Investment Company Act 1940. They may not be di-
acts as the Global Distributor.
rectly or indirectly offered or sold to US persons.
Additionally, the Board of Directors may authorize the Man-
As the Fund aims to be FATCA-compliant (see 1 "Introduc-
agement Company to take decisions on day-to-day manage-
tion" above), it will only accept FATCA-compliant persons as
ment matters the decision power on which is assigned to the
investors. Taking into account the restriction on distribution to
Board of Directors by virtue of the Prospectus.
US persons set out in the above paragraph, permitted inves-
tors within the meaning of the FATCA provisions are therefore The Management Company supervises on a permanent basis
the following: the activities of the service providers to which it has delegated
activities. The agreements concluded between the Manage-
exempt beneficial owners, active non-financial foreign entities
ment Company and the service providers concerned provide
(active NFFEs) and financial institutions that are not non-par-
that the Management Company may give the service provid-
ticipating financial institutions.
ers additional instructions at any time and withdraw their man-
Should the Fund be required to pay withholding tax, disclose dates at any time and with immediate effect, should they con-
information or incur any other losses because an investor is sider this necessary in the interests of shareholders. The
not FATCA-compliant, the Fund reserves the right, without liability of the Management Company as regards the Fund
prejudice to any other rights, to claim damages against the in- shall not be affected by the delegation.
vestor in question.
The Management Company was established on 29 Septem-
This Prospectus does not constitute an offer or solicitation by ber 2000 with the name Vontobel Luxembourg S.A. On
anyone in any jurisdiction in which such offer or solicitation is 10 March 2004 it was renamed Vontobel Europe S.A., and on
not lawful or in which the person making such offer or solicita- 3 February 2014, it was renamed Vontobel Asset Manage-
tion is not qualified to do so or to anyone to whom it is unlaw- ment S.A. It is entered in the commercial register of Luxem-
ful to make such offer or solicitation. This Fund/these individ- bourg (Registre de Commerce et des Sociétés) under no.
ual Sub-Funds may only be distributed in countries in which B78142. Its fully paid-up share capital totals EUR 2,610,000.
the Fund/respective Sub-Fund is licensed or authorized for
The Management Company is subject to Chapter 15 of the
distribution by the responsible authorities in the respective
2010 Law and is also an external manager of alternative in-
country. In all other cases, distribution is only permitted where
vestment funds pursuant to Chapter 2 of the Law of 12 July
it is lawful to do so through private placement in accordance
2013.
with all applicable laws and regulations.
The Management Company has established and applies a re-
4 Fund Management and Administration muneration policy which complies, inter alia, with the following
principles in a way and to the extent that is appropriate to
Vontobel Fund II
their size, internal organization and the nature, scope and
– Board of Directors complexity of its activities:
– Chairman The remuneration policy is consistent with and promotes
sound and effective risk management and does not encour-
Dominic GAILLARD, Managing Director, Bank Vonto-
age risk taking which is inconsistent with the risk profiles or
bel AG, Zurich, Switzerland
Articles of Association of the Fund.
– Directors
The remuneration policy is in line with the business strategy,
Dorothee WETZEL, Managing Director, Vontobel objectives, values and interests of the Management Company
Asset Management AG, Zurich, Switzerland; and the funds that it manages and of the investors in such
funds, and includes measures to avoid conflicts of interest.
Ingo VÖLKER, Vontobel Asset Management S.A.,
Munich Branch, Munich, Germany, The assessment of performance is set in a multi-year frame-
Ruth BÜLTMANN, Independent Director, work appropriate to the holding period recommended to the
Luxembourg. investors of the Fund in order to ensure that the assessment
process is based on the longer-term performance of the Fund
– Registered Office of the Fund
11-13, Boulevard de la Foire, L-1528 Luxembourg6/74 Vontobel
and its investment risks and that the actual payment of perfor- Information regarding the possibility and procedure of the fil-
mance-based components of remuneration will be spread ing of a complaint may be obtained at
over the same period. vontobel.com/am/complaints-policy.pdf
Fixed and variable components of total remuneration are ap- Information on whether and in what manner the Sub-Funds
propriately balanced and the fixed component will rep-resent exercise the voting rights accruing to them is available at
a sufficiently high proportion of the total remuneration to allow vontobel.com/am/voting-policy.pdf
the operation of a fully flexible policy on variable remuneration
The Management Company, certain Portfolio Managers, and
components, including the possibility to pay no variable remu-
certain Distributors are part of Vontobel Group (the "Affiliated
neration component.
Person"). Employees and Directors of the Affiliated Person
The remuneration policy is applicable to those categories of may hold shares of the Fund. They are bound by the terms of
staff and delegated staff, including senior management, risk the respective policies of the Vontobel Group or Affiliated Per-
takers, control functions, and any employees receiving total son applicable to them.
remuneration that takes them into the same remuneration
Investment Managers
bracket as senior management and risk takers and whose
professional activities have a material impact on the risk pro- – Vontobel Asset Management AG, Gotthardstrasse 43
files of the Management Company or the Fund. 8022 Zurich, Switzerland
The up-to-date remuneration policy of the Management Com- – Vontobel Asset Management S.A., Munich Branch
pany, including, but not limited to, a description of how remu- Leopoldstrasse 8-10, 80802 Munich, Germany
neration and benefits are calculated, the identity of persons
– Vontobel Asset Management S.A., Milan Branch, Piazza
responsible for awarding the remuneration and benefits, in-
degli Affari, 2, I-20123 Milan, Italy (as from 1 February
cluding the composition of the remuneration committee, if
2022)
any, is available at vontobel.com/am/remuneration-policy.pdf
and a paper copy is made available free of charge upon re- – Duff & Phelps Investment Management Co, 200 S.
quest at the Management Company’s registered office. Wacker Drive, Suite 500, 60606 Chicago, Illinois, United
States of America
The Members of the Board of Directors of the Management
Company are: – Kayne Anderson Rudnick Investment Management, LLC,
1800 Avenue of the Stars, Second Floor, Los Angeles,
– Dominic Gaillard (Chairman), Managing Director, Bank
California 90067, United States of America
Vontobel AG, Zurich, Switzerland;
– Bank Vontobel AG, Gotthardstrasse 43, CH-8022 Zurich,
– Marko Röder, Managing Director, Vontobel Asset Ma-
Switzerland (until 14 February 2022)
nagement AG, Zurich, Switzerland;
Sub-Investment Managers:
– Frederik Darras, Executive Director, Vontobel Asset Man-
agement S.A., Luxembourg, Grand Duchy of Luxem- – Vontobel Asset Management AG, Gotthardstrasse 43
bourg; 8022 Zurich, Switzerland
– Jean-Christoph Arntz, Independent Director, Luxembourg – Vontobel Asset Management S.A., Munich Branch, Leo-
poldstrasse 8-10, 80802 Munich, Germany
The conducting officers of the Management Company are:
Originally, Vontobel Asset Management S.A., Munich Branch
– Frederik Darras, Vontobel Asset Management S.A.;
acted as a separate legal entity under the name Vescore
– Géraldine Mascelli, Vontobel Asset Management S.A. ; Deutschland GmbH. With effective date as of 25 May 2017,
the latter was merged into Vontobel Asset Management S.A.
– Tomasz Wrobel, Vontobel Asset Management S.A. ;
and has become its branch. All the agreements entered into
– Yann Ginther, Vontobel Asset Management S.A. by Vescore Deutschland GmbH have been taken over by
Vontobel Asset Management S.A.
The Management Company has introduced a procedure to
ensure that complaints are dealt with appropriately and Vontobel Asset Management S.A., Munich Branch, shall be
swiftly. Complainants may direct complaints at any time to the Investment Manager of the following Sub-Funds: Vontobel
address of the Management Company. To enable complaints Fund II – Vescore Global Risk Diversification, Vontobel
to be handled expeditiously, complaints should indicate the Fund II – Vescore Active Beta and Vontobel Fund II –
Sub-Fund and Share Class in which the person making the Vescore Active Beta Opportunities.
complaint holds shares in the Fund. Complaints can be made
Vontobel Asset Management S.A., Munich Branch has ap-
in writing, by telephone or in a client meeting. Written com-
pointed Vontobel Asset Management AG as a Sub-Invest-
plaints will be registered and filed for safekeeping. Verbal
ment Manager of these Sub-Funds. Originally Vescore AG
complaints will be documented in writing and filed for safe-
was appointed as a Sub-Investment Manager. After the mer-
keeping. Written complaints may be drawn up either in Eng-
ger of Vescore AG into Vontobel Asset Management AG ef-
lish or in an official language of the complainant's EU home
fective as of 15 February 2017, the latter has taken over the
country.
duties of the sub-investment manager.7/74 Vontobel
As from 1 February 2022: An up to date description of any safekeeping functions dele-
Vontobel Asset Management S.A., Milan Branch, is Invest- gated by the Depositary and an up to date list of the dele-
ment Manager of the Sub-Fund Vontobel Fund II – Global Im- gates and sub-custodians may be obtained, upon request,
pact Equities. from the Depositary or via the following website link:
Vontobel Asset Management S.A., Milan Branch has ap- https://apps.rbcits.com/RFP/gmi/updates/Appointed%20sub-
pointed Vontobel Asset Management AG as Sub-Investment custodians.pdf
Manager for this Sub-Fund.
The Depositary shall act honestly, fairly, professionally, inde-
The Management Company has appointed Kayne Anderson pendently and solely in the interests of the Fund and the
Rudnick Investment Management, LLC as Investment Man- Shareholders in the execution of its duties under the law and
ager for the Sub-Fund Vontobel Fund II – KAR US Small-Mid the Depositary Bank and Principal Paying Agent Agreement.
Cap.
Under its oversight duties, the Depositary is required to:
The Management Company has appointed Duff & Phelps In-
– ensure that the sale, issue, repurchase and cancellation
vestment Management Co as Investment Manager for the
of shares effected on behalf of the Fund are carried out in
Sub-Fund Vontobel Fund II – Duff & Phelps Global Listed In-
accordance with the law and/or the Articles of Association
frastructure.
of the Fund;
(Until 14 February 2022: The Management Company has ap-
– ensure that the value of shares is calculated in accord-
pointed Bank Vontobel AG as Investment Manager for the
ance with the law and the Articles of Association of the
Sub-Fund Vontobel Fund II – 3-Alpha Megatrends.
Fund,
Bank Vontobel AG has appointed Vontobel Asset Manage-
– carry out the instructions of the Fund or the Management
ment AG and Vontobel Asset Management S.A., Munich
Company acting on behalf of the Fund, unless they con-
Branch as Sub-Investment Manager for this Sub-Fund.)
flict with the law or the Articles of Association of the Fund,
Vontobel Asset Management AG is investment manager of all
– ensure that in transactions involving the Fund’s assets,
remaining Sub-Funds.
the consideration is remitted to the Fund within the usual
Unless specified explicitly to the contrary, any reference in the time limits;
Sales Prospect to the Investment Managers shall include the
– ensure that the Fund’s revenues are allocated in accord-
Sub-Investment Manager. The Investment Managers are
ance with the law and the Articles of Association of the
monitored by the Management Company.
Fund.
Depositary
The Depositary will also ensure that cash flows are properly
The Fund has appointed RBC Investor Services Bank S.A.
monitored in accordance with the law and the Depositary
(“RBC”), having its registered office at 14, Porte de France, L-
Bank and Principal Paying Agent Agreement.
4360 Esch-sur-Alzette, Grand Duchy of Luxembourg, as de-
positary bank and principal paying agent (the “Depositary”) of Depositary Bank’s conflicts of interests
the Fund with responsibility for the From time to time conflicts of interests may arise between the
Depositary and the delegates, for example where an ap-
a) safekeeping of the Fund’s assets,
pointed delegate is an affiliated group company which re-
b) oversight duties,
ceives remuneration for another custodial service it provides
c) cash flow monitoring and
to the Fund. On an ongoing basis, the Depositary analyzes,
d) principal paying agent functions
based on applicable laws and regulations any potential con-
in accordance with the law and the Depositary Bank and Prin- flicts of interests that may arise while carrying out its func-
cipal Paying Agent Agreement and entered into between the tions. Any identified potential conflict of interest is managed in
Fund and RBC (the “Depositary Bank and Principal Paying accordance with the RBC’s conflicts of interests policy which
Agent Agreement”). is subject to applicable laws and regulation for a credit institu-
tion according to and under the terms of the Luxembourg law
RBC Investor Services Bank S.A. is registered with the Lux- of 5 April 1993 on the financial services sector.
embourg Register for Trade and Companies (RCS) under
number B47192 and was incorporated in 1994 under the Further, potential conflicts of interest may arise from the provi-
name ”First European Transfer Agent”. It is licensed to carry sion by the Depositary and/or its affiliates of other services to
out banking activities under the terms of the Luxembourg law the Fund, the Management Company and/or other parties.
of 5 April 1993 on the financial services sector and special- For example, the Depositary and/or its affiliates may act as
izes in custody, fund administration and related services. the depositary, custodian and/or administrator of other funds.
It is therefore possible that the Depositary (or any of its affili-
The Depositary has been authorized by the Fund to delegate ates) may in the course of its business have conflicts or po-
its safekeeping duties (i) to delegates in relation to other As- tential conflicts of interest with those of the Fund, the Man-
sets and (ii) to sub-custodians in relation to Financial Instru- agement Company and/or other funds for which the
ments and to open accounts with such sub-custodians. Depositary (or any of its affiliates) acts.
RBC has implemented and maintains a management of con-
flicts of interests policy, aiming namely at:8/74 Vontobel
– Identifying and analyzing potential situations of conflicts of 5 Definitions
interest;
General Part
– Recording, managing and monitoring the conflict of inter- The General Part of the Sales Prospectus describes the legal
ests situations either in: and corporate structure of the Fund and common principles
applicable to all Sub-Funds.
– Implementing a functional and hierarchical segrega-
tion making sure that operations are carried out at Global Risk Diversification Strategy
arm’s length from the Depositary business; means an investment strategy utilizing one or several proprie-
tary quantitative models developed by a company of the Von-
– Implementing preventive measures to decline any ac-
tobel Group that seek to enhance the risk-adjusted returns of
tivity giving rise to the conflict of interest such as:
an equal risk weighted portfolio, e.g. by tactically increasing or
– RBC and any third party to whom the custodian reducing exposures to certain Permitted Investments.
functions have been delegated do not accept any
investment management mandates; Special Part
The Special Part of the Sales Prospectus contains information
– RBC does not accept any delegation of the com-
with regards to the reference currency, investment objective,
pliance and risk management functions.
investment policy, fees, expenses, commissions, typical in-
– RBC has a strong escalation process in place to vestor profile, risk factors, risk classification and the historical
ensure that regulatory breaches are notified to performance of each Sub-Fund of the Fund.
compliance which reports material breaches to
Other UCI
senior management and the board of directors of
An undertaking for collective investment within the meaning of
RBC.
Article 1 (2) a) and b) of Directive 2009/65/EC.
– A dedicated permanent internal audit department
Share Classes
provides independent, objective risk assessment
In accordance with the Articles of Association, the Board of
and evaluation of the adequacy and effectiveness
Directors may at any time establish different share classes
of internal controls and governance processes.
(hereinafter 'Share Classes' or in the singular form 'Share
RBC confirms that based on the above no potential situation Class') within any Sub-Fund whose assets are invested col-
of conflicts of interest could be identified. lectively, but for which a specific subscription or redemption
fee structure, general fee structure, minimum investment
An up to date information on conflicts of interest policy re-
amount, tax, distribution policy or any other characteristics
ferred to above may be obtained, upon request, from the De-
may be applied.
positary or via the following website link:
https://www.rbcits.com/AboutUs/CorporateGovernance/p_In- CSSF
formationOnConflictsOfInterestPolicy.aspx The Luxembourg supervisory authority, the Commission de
Surveillance du Secteur Financier.
Administrator (Central Administration of the Fund)
RBC Investor Services Bank S.A., 14, Porte de France, L- Money Market Instruments
4360 Esch-sur-Alzette, Luxembourg Instruments that are liquid, usually traded on the money mar-
ket and which can be precisely valued at any time.
With effect from 30 June 2008, RBC INVESTOR SERVICES
BANK S.A. has been appointed as Fund Administrator. In this Permitted Investments
capacity, RBC INVESTOR SERVICES BANK S.A. is respon- means those Transferable Securities, Money Market Instru-
sible for calculation of the net asset value of the shares of the ments, eligible investment funds, deposits, financial derivative
Fund and acts as Transfer Agent and Registrar for the Fund. instruments and other investments in which the Fund may in-
The Transfer Agent and Registrar is responsible for the issue, vest pursuant to the 2010 Law, its Articles of Association and
redemption and conversion of shares and for the mainte- the Prospectus.
nance of the register of Fund shareholders.
Regulated Market
Global Distributor A market as defined by Directive 2014/65/EU of 15 May 2014
– Vontobel Asset Management S.A. on markets in financial instruments.
Domiciliary Agent of the Fund 2010 Law
– RBC Investor Services Bank S.A., 14, Porte de France, L- The Law of 17 December 2010 on undertakings for collective
4360 Esch-sur-Alzette, Luxembourg investment, in its respective modified form.
Auditor KIID(s)
– Ernst & Young S.A., 35E, avenue J.F. Kennedy, L-1855 The Key Investor Information Documents (KIIDs) can be ob-
Luxembourg, Luxembourg tained online at vontobel.com/am.
Member State(s)
Member State(s) of the European Union and other states
which are party to the Agreement on the European Economic
Area within the limits of this Agreement and of related acts.9/74 Vontobel
Directive Sustainability Risk(s)
Directive 2009/65/EC of the European Parliament and of the means an environmental, social or governance event or con-
Council of 13 July 2009 on the coordination of laws, regula- dition that, if it occurs, could cause an actual or potential ma-
tions and administrative provisions relating to undertakings for terial negative impact on the value of the investment. Such
collective investment in transferable securities, as amended, risks include, but are not limited to: climate-related and envi-
inter alia, by Directive 2014/91/EU of the European Parlia- ronmental risks (such as environmental product stewardship,
ment and of the Council of 23 July 2014 (UCITS). footprint, natural resource management, alignment with local
and international targets and laws, Effects of climate change
Reference currency
on agriculture or effects of rising sea level); social risks evalu-
The Reference Currency is the base currency of a Sub-Fund
ated as material for the sector (including, without limitation,
and the currency in which the performance of a Sub-Fund is
matters relating to treatment and welfare of employees, sup-
measured. The Reference Currency is not necessarily identi-
ply chain management, data security & privacy, business eth-
cal with the investment currency of the relevant Sub-Fund.
ics, severe human rights violation by governments or abuse of
Tactical Exposure Management Strategy civil liberties); governance risks (including, without limitation,
means an investment strategy utilizing one or several proprie- business ethics, rights of minority shareholders, independ-
tary quantitative models which aim to extend the gross and/or ence of board oversight, ownership structures, related party
net exposure of the Sub-Fund during favorable investment transactions, political stability, economic, political and social
periods and reduce it during adverse investment environ- framework or government effectiveness); severe sustainability
ments respectively. Thereby, the net exposure may vary be- controversies, and violations of international norms.
tween net long and net short exposures by making use of fi-
Sustainability Factor(s)
nancial derivative instruments having an economic effect
mean environmental, social and employee matters, respect
similar to that of short positions.
for human rights, anti-corruption and anti-bribery matters.
US Person
Sustainable Investment
US Persons are persons who are defined as "US Persons" by
means an investment in an economic activity that contributes
any US legislative or regulatory acts (mainly the US Securities
to an environmental objective, as measured, for example, by
Act of 1933, as amended).
key resource efficiency indicators on the use of energy,
Securities (also defined as Transferable Securities) renewable energy, raw materials, water and land, on the pro-
duction of waste, and greenhouse gas emissions, or on its im-
Securities are
pact on biodiversity and the circular economy, or an invest-
– equities and other equity-like securities,
ment in an economic activity that contributes to a social
– debt instruments and other securitized debt, objective, in particular an investment that contributes to tack-
ling inequality or that fosters social cohesion, social integra-
– all other tradable securitized rights that grant entitlement
tion and labor relations, or an investment in human capital or
to acquire a transferable security by way of subscription or
economically or socially disadvantaged communities, pro-
exchange.
vided that such investments do not significantly harm any of
Sustainable those objectives and that the investee companies follow good
Some Sub-Funds´ names may contain the designation “sus- governance practices, in particular with respect to sound
tainable”. The designation "sustainable" indicates that such management structures, employees relations, remuneration
Sub-Funds put particular effort into making ESG (environmen- of staff and tax compliance.
tal, social and governance) criteria an integral part of the in-
EU Taxonomy
vestment process by either avoiding financial risks stemming
means regulation (EU) 2020/852 of the European Parliament
from ESG malpractices, avoiding investments in companies
and of the Council of 18 June 2020 on the establishment of a
that are doing harm or by directing capital into more sustaina-
framework to facilitate sustainable investment, and amending
ble economic activities. Companies or countries that pursue
Regulation (EU) 2019/2088.
sustainable economic activity are characterized by the fact
that they take action to reduce the environmental impact of
Vontobel Group
their own operations, develop or foster sustainable products
“Vontobel Group” means Vontobel Holding AG, Zurich, and all
and services or proactively manage their relationships with
direct and indirect subsidiaries of Vontobel Holding AG and all
their main stakeholders (e.g. staff, clients, lenders, sharehold-
of their affiliates, directors and employees. A reference to
ers, government, natural resources, and local communities).
subsidiary means, from time to time, any corporation which is
In addition, such Sub-Funds may invest in future-oriented
under the control of Vontobel Holding AG either directly or in-
themes, sectors and activities, such as renewable energy, en-
directly (de jure control), or Vontobel Holding AG directly or
ergy efficiency or resource-saving technologies. Individual
indirectly controls at least 50% of the voting rights of such cor-
sectors may be excluded.
poration.
Since a comprehensive analysis process is required to as-
sess whether the sustainability criteria have been met,
the Investment Manager may avail of the support of special-
ized rating agencies.10/74 Vontobel
General Part
– AQ shares may be subscribed by any type of investor
6 The Fund
and distribute quarterly;
The Fund was set up as a public limited company under Lux-
– AS shares may be subscribed by any type of investor
embourg law and has the specific legal form of an investment
and distribute semi-annually;
company with variable capital (société d’investissement à
capital variable - SICAV). A number of different Share Clas- The Board of Directors may, at its sole discretion, resolve
ses may be issued within any single Sub-Fund. The Fund has on the amounts to be distributed to the shareholders.
its own legal personality.
The Board of Directors may decide to issue gross distrib-
6.1 Sub-Funds uting share classes which may pay out distributions gross
of fees and expenses. To achieve this, all or part of their
The Fund is structured as an umbrella Fund, i.e. the Board of
fees and expenses may be paid out of capital, resulting in
Directors may at any time establish one or more Sub-Funds
an increase in distributable income for the payment of div-
under the umbrella pursuant to the 2010 Law. Each of these
idends to such classes of shares. This may result in distri-
Sub-Funds consists of a portfolio of eligible transferable secu-
bution of income and, in addition, both realized and unre-
rities or money market instruments, other legally permissible
alized capital gains, if any, and capital attributable to such
assets as well as of liquid assets, which are managed with the
Shares within the limits set up by Luxembourg law. Distri-
aim to achieve the investment objective of the relevant Sub-
bution of capital represents a withdrawal of part of an in-
Fund and in accordance with its investment policy. The indi-
vestor's original investment. Such distributions may result
vidual Sub-Funds may differ from each other with respect, in
in a reduction of the net asset value per Share over time
particular, to their investment objectives, investment policy,
and the net asset value per Share may fluctuate more
Share Classes and the value of Share Classes, Reference
than other Share Classes. These gross distributing share
Currency or other features, as set out in all details in the Spe-
classes will be indicated by the addition of the term
cial Part for the relevant Sub-Fund.
"Gross" to the name of the Share Class entitled to distri-
Under Luxembourg Law, the assets and liabilities of different butions.
Sub-Funds are segregated from each other, so that the
The use of income, and in particular any final distribution
claims of shareholders and creditors in relation to each Sub-
amount to be paid out, will be decided for each Share Class
Fund are limited to the assets of the Sub-Fund concerned.
by the general meeting of Shareholders of the Fund, which
The shareholders investing in any Sub-Fund are liable only may override the distribution provisions set out in the Pro-
for the amount of their investment in this Sub-Fund. spectus.
6.2 Share Classes The Board of Directors may at any time decide to issue
Share Classes with entitlement to distribution which are
The Board of Directors may at any time decide to issue the
combined with characteristics of the following accumula-
Share Classes listed below for each Sub-Fund. Share classes
tion Share Classes (e.g. “AQG” share classes). These
may be issued in the reference currency of the Sub-Fund or in
Share Classes will be entitled to distributions but provide
alternative currencies and may be either accumulating or dis-
apart from that the same characteristics as accumulation
tributing. If the alternative currency is hedged against cur-
shares.
rency fluctuations with respect to the reference currency of
the Sub-Fund, this will be indicated by the addition of the let- b) Share classes not entitled to distributions (accumulation
ter “H” and the term "hedged" to the name of the Share Class. shares), subject however to any provision to the contrary
The net asset value and, accordingly, the performance of the in the Special Part:
corresponding hedged shares may differ from the net asset
– B shares may be subscribed by any type of investor
value of the corresponding shares in the reference currency.
and are accumulating (no distribution);
As noted below, certain Share Classes are reserved for spe-
cific investors. Not all Share Classes are available in all coun- – C shares may be subscribed by any type of investor
tries in which the Fund has been approved for distribution: and are accumulating (no distribution). They are only
available through specific distributors;
a) Share classes with entitlement to distributions, subject
however to any provision to the contrary in the Special – E shares may be subscribed only by institutional in-
Part: vestors in the sense of Art. 174 par. 2 lett. c) of the
Law of 2010 and are accumulating (no distribution).
– A shares may be subscribed by any type of investor The Board of Directors may at any time decide to
and distribute annually; close E shares for subscriptions by further investors
– AM shares may be subscribed by any type of investor upon reaching a certain amount of subscription mon-
and distribute monthly; ies. Such amount will be determined per Share Class
per Sub-Fund. The Board of Directors reserves the11/74 Vontobel
right to determine the Management Fee per Share applicable laws and regulations or court rulings,
Class per Sub-Fund such as in the United Kingdom and the Nether-
lands and
– F shares may be subscribed only by institutional in-
vestors in the sense of Art. 174 par. 2 lett. c) of the – by investors with separate fee arrangements with
Law of 2010, which invest and hold at least 20 million their clients for the provision of discretionary port-
in the currency of the Share Class or who have con- folio management services or independent advice
cluded a corresponding agreement with a company in services or who have a separate fee arrangement
the Vontobel Group. F shares are accumulating (no with their clients for the provision of non-independ-
distribution) and shall be issued only by Sub-Funds ent advice in cases in which they have agreed not
which envisage a Performance Fee in the Special Part to accept and retain inducements from third par-
applicable to the relevant Sub-Fund; F shares shall ties.
provide a higher management fee than other share
The shares are accumulating (no distribution) and do
classes for institutional investors whereas a Perfor-
not grant any rebates or retrocessions to the inves-
mance Fee shall not be calculated for and not be
tors;
charged to the F shares.
– R shares may be subscribed only by investors who
– G shares are reserved exclusively for institutional in-
are entitled, according to staff regulations of a Vonto-
vestors in the sense of Art. 174 par. 2 lett. c) of the
bel company, to hold shares in their respective ac-
2010 Law which invest and hold at least 50 million in
count / deposit at Bank Vontobel AG, Zurich, accord-
the currency of the Share Class (until 14 February
ing to employee terms or who have concluded a
2022; as from 15 February 2022: of the Sub-Fund). An
special agreement with a Vontobel company. It is
investor is still considered eligible for this Share Class
therefore possible that these shares will be subscribed
if the value of his holdings falls below the above mini-
and held by persons who have access to non-public,
mum holding threshold due to market movements. G
material information in relation to the relevant Sub-
Shares are accumulating (no distribution);
Fund. In order to prevent conflicts of interest, the Von-
– H (hedged) shares may be subscribed by any type of tobel Group and associated companies have issued
investor and are accumulating (no distribution) and corresponding directives, compliance with which is
are issued in a currency other than the reference cur- constantly monitored;
rency of the relevant Sub-Fund. The subscription cur-
– S shares may be subscribed only by institutional in-
rency of the Share Class is always hedged against the
vestors in the sense of Art. 174 par. 2 lett. c) of the
reference currency of the relevant Sub-Fund. How-
2010 Law which have concluded a corresponding
ever, the extent of the hedge may slightly fluctuate
agreement with a company in the Vontobel Group (in-
around the full hedge level;
cluding the Management Company) and are accumu-
– PH (partially hedged) shares may be subscribed by lating (no distribution). Neither management fee nor
any type of investor, are accumulating (no distribution) performance fee are charged for the S Share Class.
and are issued in a currency other than the reference Fees are charged directly by the company in the Von-
currency of the relevant Sub-Fund. PH (partially tobel Group to the investor under the aforementioned
hedged) shares will seek to hedge only exposure to corresponding agreement;
the proportion of the main investment currency of the
– U shares may be subscribed by any type of investor
portfolio of a Sub-Fund against the currency of the
and are accumulating (no distribution). Provisions gov-
Share Class. Investors should be aware that these
erning issuance of fractions of shares are not applica-
Share Classes will retain a level of currency exposure
ble to U Shares. Converting U Shares into Shares of
to the other investment currencies of the Sub-Fund
other Share Classes in the Fund is not permitted;
portfolio other than the main investment currency. This
exposure can be significant. For example: The Refer- – V shares are reserved exclusively for institutional in-
ence Currency of a Sub-Fund is USD, the Share vestors in the sense of Art. 174 par. 2 lett. c) of the
Class currency is CHF and the main part of the Sub- 2010 Law, who are a company in the Vontobel Group
Fund’s assets is invested in EUR. This PH CHF Share or have a cooperation agreement with a company of
Class seeks to hedge only the proportion of the EUR the Vontobel Group. V Shares are accumulating (no
portion of the Sub-Fund’s portfolio against CHF. The distribution) and do not grant any rebates or retroces-
PH CHF share class thus will retain currency expo- sions to the investors;
sure to the other investment currencies of the Sub-
– X shares may be subscribed only by institutional in-
Fund’s portfolio.
vestors in the sense of Art. 174 par. 2 lett. c) of the
– I shares may be subscribed only by institutional inves- 2010 Law which invest at least 50 million in the cur-
tors in the sense of Art. 174 par. 2 lett. c) of the 2010 rency of the Share Class per initial subscription and
Law and are accumulating (no distribution); who have concluded a corresponding agreement with
a company belonging to the Vontobel Group. X shares
– N shares may be subscribed only
are accumulating (no distribution);
– by investors who are prohibited from accepting
and retaining inducements from third parties under12/74 Vontobel
– Y shares are reserved exclusively for institutional in- The redemption proceeds that the investors receive at
vestors in the sense of Art. 174 par. 2 lett. c) of the the end of the holding period in the Fund shall depend on
2010 Law which invest and hold at least 500 million in various circumstances, such as market development, re-
the currency of the Share Class. An investor is still ceipt of dividends by the investors during the holding pe-
considered eligible for this Share Class if the value of riod, performance of the currency in which the investors
his holdings falls below the above minimum holding made their investment against the Reference Currency of
threshold due to market movements. Y Shares are ac- the relevant Sub-Fund, if different.
cumulating (no distribution).
It is possible that the redemption proceeds received by
The Board of Directors may at any time decide to issue Share investors shall be less than the originally invested
Classes which provide a combination of various characteris- amount. It cannot be further ruled out that the investors
tics of Share Classes. experience a total loss by investing in the Fund or in any
of its Sub-Funds. However, the maximum loss that an in-
The above-mentioned Share Class types or combinations
vestor may incur is limited to this investor’s investment
thereof may contain the additional denominations from "1" to
in the relevant Sub-Fund.
"10". These Shares shall have the same architecture as the
Share Classes from which they have been derived, but shall The investors' attention is drawn to the fact that past per-
have one or another feature distinguishing them from the formance is no guarantee of future results.
Share Classes from which they have been derived. Such spe-
No guarantee can be given that the investment objective
cial feature may include distributors who are domiciled in cer-
of a particular Sub-Fund shall be achieved.
tain countries or carry out their business in those countries
and who act on behalf of their own clients (who may be any Market Risk
type of investor) providing they fulfill the general eligibility cri-
An investment in the Fund is subject to the general risks of in-
teria for the relevant Share Class, investors who have con-
vestments, namely the risk that the value of the invested capi-
cluded a corresponding agreement with a company belonging
tal may decrease in response to the development or prospects
to the Vontobel Group or similar.
of global economy, sectors, industries, individual companies or
There is a required minimum investment and/or holding securities issuers and similar.
amount for the acquisition and/or holding of Shares in several
Market Disruption Risk
Shares Classes as set out above. The Board of Directors or
the Management Company, after taking into consideration the Local, regional or global instability, natural and technical disas-
equal treatment of the shareholders, have discretion to permit ters, political tension and war, terrorist attacks and cyberat-
a lower minimum investment/holding amount in qualifying tacks, and the threat of a local, regional or global pandemic
cases. and other kind of disaster may adversely affect the perfor-
mance of the local, regional or global economy. These effects
If a holder of any Share Class does not or does no longer fulfil
include market volatility, market and business uncertainty and
the criteria provided for an investor in this Share Class, the
closures, supply chain and travel interruptions, the need for
Fund shall be entitled to repurchase the shares concerned in
employees and vendors to work at external locations, and ex-
accordance with the provisions for redemption in the Sales
tensive medical absences. This may result in long-term effects
Prospectus. The shareholder shall be informed that such
on local, regional and worldwide financial markets and may
measure has been taken. Alternatively, the Board may offer to
cause further economic uncertainties in one or more countries,
such investor to convert the shares concerned into shares of
regions or worldwide. It is not possible to predict the effects of
another Share Class for which the investor fulfils all the eligi-
significant future events on the global economy and securities
bility criteria.
markets. A similar disruption of the financial markets could im-
A number of different Share Classes may be issued within a pact interest rates, credit risk, inflation and other factors which
single Sub-Fund. cannot always be determined and addressed in advance.
A Share Class does not contain a separate portfolio of invest- Compliance with sanctions
ments. A Share Class is therefore also exposed to the risks of
The Management Company operates a program reasonably
liabilities that have been entered into for another Share Class
designed to ensure compliance generally with economic and
of the same Sub-Fund, e.g. from currency hedging when set-
trade sanctions-related obligations applicable directly to its
ting up hedged Share Classes. The absence of segregation
activities (although such obligations are not necessarily the
may have a negative impact on the net asset value of non-
same obligations that the Fund may be subject to). Such eco-
hedged Share Classes (so-called contagion risk). A list of
nomic and trade sanctions may prohibit, among other things,
share classes with a contagion risk is available to investors,
transactions with, investments in and the provision of services
upon request, at the registered office of the Management
to, directly or indirectly, certain countries, territories, entities
Company and will be kept up-to-date.
and individuals. These economic and trade sanctions, and the
application by the Management Company of its compliance
7 Notice Regarding Special Risks
program in respect thereof, may restrict or limit the Fund’s in-
This section describes the main risks that prospective inves- vestment activities as no Sub-Fund will invest in financial in-
tors should consider prior to investing in the Fund and existing struments issued by sanctioned countries, territories and/or
investors should consider when monitoring their investment in entities.
the Fund.You can also read
