Threadneedle Prospectus - Threadneedle Investments

Threadneedle (Lux) SICAV Prospectus
The corporate capital of the SICAV shall be at all times equal
to the total net assets of all of the Portfolios of the SICAV.
The minimum share capital of the SICAV shall be the equivalent
in U.S. Dollars of 1,250,000 Euro.
convened to be held within 40 days and for which no quorum
shall be prescribed, and a decision to dissolve the SICAV may be
taken by the Shareholders owning one quarter of the Shares
represented at the meeting.
The Directors are responsible for the overall administration, control
and management of the SICAV and each of its Portfolios. The
Directors are listed below together with their principal occupations:
Crispin HENDERSON (Chairman), Chief Executive Officer of
Threadneedle Asset Management Limited and Threadneedle
Asset Management Holdings Limited;
The Shares of each Portfolio have no par value. Each Share is
entitled to one vote at all general meetings of Shareholders
irrespective of its Net Asset Value, subject to the limitations
imposed by the Articles of Incorporation and by applicable
Luxembourg laws and regulations. The SICAV will not
recognise the vote of any United States Person. See
"Restrictions on Ownership".
Simon DAVIES, Chairman of Threadneedle Asset
Management Holdings Limited;
Dominik KREMER, Director and Head of European
Distribution of the Threadneedle Group;
The Shares of each Portfolio when issued will have no preferential
or pre-emptive rights. There are and will be no outstanding options
or special rights relating to any Shares. The Shares are freely
transferable, subject to the restrictions set forth below under
“Restrictions on Ownership”.
Tony POON, Director and Head of Client Service and
Business Manager North Asia of the Threadneedle Group;
Marie-Jeanne CHEVREMONT-LORENZINI, Senior Advisor,
Arendt & Medernach.
Shares of each Portfolio are presently issued in non-certificated
registered form, including fractional entitlements. However, Share
certificates may be issued if local regulations or distribution
practice require the issuance of Share certificates and Share
certificates are requested by Shareholders.
The Auditors are PricewaterhouseCoopers, S.à r.l., 400,
route d’Esch, B.P. 1443, L-1014 Luxembourg.
The SICAV may, with the consent of the Shareholders expressed
in the manner provided for by articles 67 and 172 of the
Companies Law be liquidated and the liquidator authorised to
transfer all assets and liabilities of the SICAV to a Luxembourg
UCITS or to a UCITS of another EU member state, in exchange for
the issue to Shareholders in the SICAV of shares or units of such
UCITS proportionate to their shareholdings in the SICAV. Any
liquidation of the SICAV will be carried out in accordance with
Luxembourg law and each Shareholder shall be entitled to a
pro rata share of the liquidation proceeds corresponding to his
shareholding in each Class of Shares of each Portfolio. Monies
available for distribution to Shareholders in the course of the
liquidation that are not claimed by Shareholders will, at the close
of liquidation, be deposited at the Caisse de Consignation in
Luxembourg pursuant to article 146 of the 2010 Law.
If the capital of the SICAV falls below two-thirds of the minimum
capital of the equivalent in U.S. Dollars of 1,250,000 Euro, the
Directors must submit the question of the dissolution of the SICAV
to a general meeting of Shareholders convened to be held within
40 days and for which no quorum shall be prescribed, and a
decision to dissolve the SICAV may be taken by a simple majority of
the affirmative votes of the Shareholders present or represented.
If the capital of the SICAV falls below one quarter of the minimum
capital stated above, the Directors must submit the question of
the dissolution of the SICAV to a general meeting of Shareholders
Separate Portfolio or Class meetings may be held on certain matters
materially affecting the interests of the relevant Shareholders, at
which only the Shares of the relevant Portfolio and/or Class will vote.
The Management Company
The SICAV has designated Threadneedle Management
Luxembourg S.A. to serve as its designated management company
in accordance with the 2010 Law, pursuant to a Management
Company Services Agreement dated as of October 31, 2005. Under
this Agreement, the Management Company provides investment
management, administrative and marketing services to the SICAV,
subject to the overall supervision and control of the Directors.
Threadneedle Management Luxembourg S.A. formerly known
as American Express Bank Asset Management Company
(Luxembourg) S.A. and subsequently Standard Chartered
Investments (Luxembourg) S.A. was organised on August 24,
2005 as a public limited company (société anonyme) for an
unlimited period of time under the laws of the Grand Duchy of
Luxembourg. Its articles of incorporation were published in
the Memorial on 22 September 2005 and were last amended
on 28 September 2010. It is registered under the number
R.C.S. Luxembourg B 110242 at the Register of Commerce
and Companies at the District Court of Luxembourg. Its share
capital amounts to Euro 800,000 fully paid-up. Threadneedle
Management Luxembourg S.A. is indirectly owned by and is an
indirect subsidiary of Ameriprise Financial, Inc. It is registered on
the official list of Luxembourg management companies governed
by Chapter 15 of the 2010 Law.
27