Threadneedle Prospectus - Threadneedle Investments

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Threadneedle (Lux) SICAV Prospectus Appendix A Investment Restrictions The SICAV shall, based upon the principle of risk spreading, have power to determine the corporate and investment policy for the investments for each Portfolio, the Base Currency, as the case may be, and the course of conduct of the management and business affairs of the SICAV. Except to the extent that more restrictive rules are provided for in connection with a specific Portfolio under “Investment Objectives and Policies” in the Prospectus, the investment policy of each Portfolio shall comply with the rules and restrictions laid down hereafter: A. Investments in the Portfolios shall consist solely of: (1) Transferable Securities and Money Market Instruments listed or dealt in on a Regulated Market; (2) Transferable Securities and Money Market Instruments dealt in on an Other Regulated Market in a Member State; (3) Transferable Securities and Money Market Instruments admitted to official listing on a stock exchange of an Other State or dealt in on an Other Regulated Market in an Other State; (4) recently issued Transferable Securities and Money Market Instruments, provided that: – the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange in an Other State or on a Regulated Market or on any Other Regulated Market as described under (1)-(3) above; – such admission is secured within one year of issue; (5) units of UCITS authorised according to the UCITS Directive (including shares of other Portfolios of the SICAV under the conditions set forth by Luxembourg laws and regulations) and/or other UCIs within the meaning of the first and second indent of Article 1 (2) of the UCITS Directive, whether situated in a Member State or in an Other State, provided that: – such other UCIs are authorised under laws which provide that they are subject to supervision considered by the Regulatory Authority to be equivalent to that laid down in Community law, and that cooperation between authorities is sufficiently ensured; – the level of protection for shareholders in such other UCIs is equivalent to that provided for shareholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and short sales of Transferable Securities and Money Market Instruments are equivalent to the requirements of the UCITS Directive; – the business of the other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period; – no more than 10% of the net assets of the UCITS or of the other UCIs, whose acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units of other UCITS or other UCIs; (6) deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in a Member State or, if the registered office of the credit institution is situated in an Other State, provided that it is subject to prudential rules considered by the Regulatory Authority as equivalent to those laid down in Community law; (7) financial derivative instruments, i.e. in particular options, futures, including equivalent cash-settled instruments, dealt in on a Regulated Market or on an Other Regulated Market referred to in (1), (2) and (3) above, and/or financial derivative instruments dealt in over-the-counter (“OTC derivatives”), provided that: (i) the underlying consists of instruments covered by this Section A., financial indices, interest rates, foreign exchange rates, Transferable Securities or currencies, in which the Portfolio may invest according to its investment objectives; the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the Regulatory Authority, and the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the SICAV’s initiative; and (ii) under no circumstances shall these operations cause the Portfolio to diverge from its investment objectives; If a Portfolio invests in financial derivative instruments on a financial index or sub-index (both referred to below as an “index”) the following rules shall also apply: (a) if the relevant financial derivative instruments are used to track or gain high-exposure to an index, such index must be sufficiently diversified, in that the following criteria are fulfilled: (x) the index is composed in such a way that price movements or trading activities regarding one component do not unduly influence the performance of the whole index; 43
Threadneedle (Lux) SICAV Prospectus (y) where the index is composed of assets referred to under section A in Appendix A, its composition is at least diversified in accordance with section C(a)(7) in Appendix A; (z) where the index is composed of assets other than those referred to under section A in Appendix A, it is diversified in a way which is equivalent to that provided for in section C(a)(7) in Appendix A; (b) if the relevant financial derivative instruments are not used to track or gain high-exposure to an index there is no need to look at the underlying components of the individual index to ensure that they are sufficiently diversified, provided that the exposure of the Portfolio to each index complies with the 5/10/40% ratios; in both cases the underlying index must in addition: (c) represent an adequate benchmark for the market to which it refer, in that the following criteria are fulfilled: (x) the index measures the performance of a representative group of underlyings in a relevant and appropriate way; (y) the index is revised or rebalanced periodically to ensure that it continues to reflect the markets to which it refers following criteria which are publicly available; (z) the underlyings are sufficiently liquid, which allows users to replicate the index, if necessary; and (d) be published in an appropriate manner, in that the following criteria are fulfilled: (x) its publication process relies on sound procedures to collect prices and to calculate and to subsequently publish the index value, including pricing procedures for components where a market price is not available; (y) material information on matters such as index calculation, rebalancing methodologies, index changes or any operational difficulties in providing timely or accurate information is provided on a wide and timely basis. (8) Money Market Instruments other than those dealt on a Regulated Market or on an Other Regulated Market, to the extent that the issue or the issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and provided that such instruments are: – issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the EU or the European Investment Bank, an Other State or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong, or – issued by an undertaking any securities of which are dealt in on Regulated Markets or on Other Regulated Markets referred to in (1), (2) or (3) above, or – issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by Community law, or by an establishment which is subject to and complies with prudential rules considered by the Regulatory Authority to be at least as stringent as those laid down by Community law; or – issued by other bodies belonging to the categories approved by the Regulatory Authority provided that investments in such instruments are subject to investor protection equivalent to that laid down in the three paragraphs directly above and provided that the issuer is a company whose capital and reserves amount to at least ten million Euro (10,000,000 Euro) and which presents and publishes its annual accounts in accordance with directive 78/660/EEC, is an entity which, within a Group of Companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. B. Each Portfolio may however: (1) Invest up to 10% of its net assets in assets other than those referred to above under A(1) through (4) and (8). (2) Hold cash on an ancillary basis; such restriction may exceptionally and temporarily be exceeded if the SICAV considers this to be in the best interest of the Shareholders. (3) Borrow up to 10% of its net assets, provided that such borrowings are made only on a temporary basis. Such borrowings may be used for liquidity purposes (e.g. to cover cash shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of the relevant Portfolio may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181(5) of the 2010 Law. Collateral arrangements with respect to the writing of options or the purchase or sale of forward or futures contracts are not deemed to constitute “borrowings” for the purpose of this restriction. (4) Acquire foreign currency by means of a back-to-back loan. 44
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Threadneedle Prospectus - Threadneedle Investments

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