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Threadneedle Prospectus - Threadneedle Investments

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<strong>Threadneedle</strong> (Lux) SICAV <strong>Prospectus</strong><br />

Market Timing and Late Trading<br />

The SICAV may reject or cancel any purchase orders, including<br />

exchanges, for any reason.<br />

For example, excessive trading of Shares in response to short-term<br />

fluctuations in the market, a trading technique sometimes referred to<br />

as ‘market timing’, has a disruptive effect on portfolio management<br />

and increases Portfolio expenses. Accordingly, the SICAV may in the<br />

sole discretion of the Directors compulsorily redeem or reject any<br />

purchase orders, including exchanges, from any investor that the<br />

SICAV reasonably believes has engaged in market timing activity, or<br />

investors that in the Directors’ sole discretion, may be disruptive to<br />

the SICAV or any Portfolio. For these purposes, the Directors may<br />

consider an investor’s trading history in the Portfolios and accounts<br />

under common control or ownership.<br />

Moreover, in addition to the exchange and redemption fees listed<br />

elsewhere in this <strong>Prospectus</strong>, the SICAV may impose a penalty<br />

of 2.00% of the Net Asset Value of the Shares redeemed or<br />

exchanged where the SICAV reasonably believes that an investor<br />

has engaged in market timing activity. The Shareholders concerned<br />

will be warned in advance if such a fee is likely to be charged and<br />

that penalty shall be credited to the relevant Portfolio. The Directors<br />

will not be held liable for any loss resulting from rejected orders<br />

or mandatory redemption.<br />

Late trading is not allowed by the SICAV.<br />

Suspension of Issue, Redemption and<br />

Exchange of Shares and Calculation of<br />

Net Asset Value<br />

All subscriptions, redemptions or exchanges will be done on the<br />

Net Asset Value next calculated after the order is received (e.g. an<br />

unknown Net Asset Value)<br />

The SICAV may suspend the determination of the Net Asset<br />

Value, the issue of Shares and the right of any Shareholder to<br />

require redemption or exchange of Shares of any Portfolio:<br />

(a) During any period when any principal stock exchange,<br />

Regulated Market or any Other Regulated Market in a<br />

Member State or in an Other State on which a substantial<br />

part of the SICAV’s investments attributable to such Portfolio<br />

is quoted, or when one or more foreign exchange markets in<br />

the currency in which a substantial portion of the assets of<br />

the Portfolio is denominated, are closed otherwise than for<br />

ordinary holidays or during which dealings are substantially<br />

restricted or suspended; or<br />

(b) Political, economic, military, monetary or other emergency<br />

beyond the control, liability and influence of the SICAV makes<br />

the disposal of the assets of any Portfolio impossible under<br />

normal conditions or such disposal would be detrimental to the<br />

interests of the shareholders; or<br />

(c) During any breakdown in the means of communication<br />

network normally employed in determining the price of any of<br />

the relevant Portfolio’s investments or the current prices on<br />

any market or stock exchange or any other reason makes it<br />

impossible to determine the value of a major portion of the<br />

assets of any Portfolio; or<br />

(d) During any period when the remittance or transfer of<br />

monies which will or may be involved in the realisation of,<br />

or in the payment of the relevant Portfolio’s investments<br />

or in the redemption of Shares is not possible or where it<br />

can be objectively demonstrated that purchases and sales<br />

of the assets of any Portfolio cannot be effected at normal<br />

prices; or<br />

(e) In case of a decision to liquidate the SICAV or a Portfolio on<br />

and after the day of publication of the first notice convening<br />

the general meeting of Shareholders for this purpose or notice<br />

given by the Board to this effect, as applicable;<br />

(f)<br />

When the NAV calculation of a UCI or Portfolio in which a<br />

Portfolio has invested more than 50% of its NAV, is<br />

suspended.<br />

The SICAV shall suspend the issue, exchange and redemption of<br />

Shares of any Class within a Portfolio forthwith upon occurrence<br />

of an event causing it to enter into liquidation or upon the order of<br />

the Regulatory Authority.<br />

Any suspension shall be published, if appropriate, by the SICAV<br />

and shareholders requesting subscription, exchange or<br />

redemption of their Shares shall be notified by the SICAV of the<br />

suspension at the time of the filing of the written request for such<br />

subscription, exchange and redemption. The suspension as to any<br />

Portfolio will have no effect on the determination of Net Asset<br />

Value and the issue, redemption or exchange of Shares in any<br />

Class of the other Portfolios.<br />

Dividend Policy<br />

The policy of the SICAV in respect of all Share Classes of<br />

Portfolios, with the exception of Class AEP, Class AUP, Class<br />

AEC, Class SUP, Class SEP and Class P, is to make no<br />

distributions, to accumulate in such Portfolios all net earnings<br />

and to reinvest these within the same Portfolio and Class. In<br />

respect of Class AEP, Class AUP, Class AEC, Class SUP, Class<br />

SEP and Class P, the SICAV intends to make distributions, with a<br />

frequency, at least annually, and in an amount to be determined<br />

by the Directors. The Shareholders of these Share Classes have<br />

the option to receive the dividend or to reinvest it in the SICAV.<br />

Tax Considerations<br />

General<br />

Prospective purchasers of Shares of each Portfolio should consult<br />

their own tax advisors as to the taxes applicable to the<br />

acquisition, holding or disposition of the Shares, or distributions<br />

39

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