PHARMA/wHEALTH A mutual investment fund organized under the laws of the Grand-Duchy of Luxembourg

Transcription

1 PHARMA/wHEALTH A mutual investment fund organized under the laws of the Grand-Duchy of Luxembourg Simplified Prospectus December 2010 This Simplified Prospectus is only valid in connection with an appendix A dated December 2010 and an appendix B dated December This Simplified Prospectus contains key information about the PHARMA/wHEALTH (the "Fund"). For more information, please consult the Full Prospectus that describes in detail the Fund s objectives, fees and expenses, risks and other matters of interest. For details about the Fund s portfolio holdings, please see the Fund s most recent Annual and Semi-Annual Reports. The Prospectus and Annual and Semi- Annual Reports are available, at any time, free of charge, from the Management Company, the Custodian, the Paying Agents or an authorized dealer. IMPORTANT INFORMATION Legal Structure: FCP organized under Part I of the Luxembourg Law of 20 December 2002 on undertakings for collective investment ISIN-Code: Class R-Units (USD): LU Class I-Units (USD): LU Class R-Units (EUR): Class R-Units (EUR H): Class I-Units (EUR): LU LU LU WKN: Class R-Units (USD): Class I-Units (USD): A0EACE Class R-Units (EUR): Class R-Units (EUR H): Class I-Units (EUR): A0LFPY A0LFPZ A0LFP0 Date of Establishment: 14 October 1993 Initial issue date of Units: 23. November 1993 Management Company: PHARMA/wHEALTH Management Company S.A. 4, rue Jean Monnet, L-2180 Luxembourg Tel.: / Fax: Custodian and Paying Agent in Luxembourg: Promoter: Sal. Oppenheim jr. & Cie. S.C.A. 4, rue Jean Monnet, L-2180 Luxembourg Sal. Oppenheim jr. & Cie. S.C.A. 4, rue Jean Monnet, L-2180 Luxembourg 1

2 Paying Agent and Contact Bank In the Czech Republic: Raiffeisenbank a.s. Olbrachtova 9, Prague 4, Post Code , Czech Republic Paying Agent in Austria: Paying Agent in Italy: Investment Managers: Auditor: Supervisory Authority: Deutsche Bank Österreich AG Hauptsitz Wien Stock im Eisen-Platz 3, A-1010 Vienna BNP PARIBAS Securities Services Via Ansperto no. 5,Milano Please see the attached list of the current Investment Managers. KPMG Audit S.à r.l. 9, Allée Scheffer, L-2520 Luxembourg Commission de Surveillance du Secteur Financier ( 2

3 INVESTMENT INFORMATION Investment Objective Investment Policy PHARMA/wHEALTH s investment objective is long-term growth of capital. The Fund seeks to achieve its objective by worldwide investment in securities of companies in all areas of the healthcare sector including pharmaceutical, biotechnology, medical devices and healthcare services. At any time at least two thirds of the fund s assets (excluding liquid assets) shall be invested accordingly. The portfolio diversification within the healthcare sector gives the Fund a more balanced risk profile than a portfolio comprised solely of securities of biotechnology companies. In order to achieve the Fund s investment objective, the Management Company is authorized, subject to the provisions of the Management Regulations, to purchase and sell securities and other assets as permitted by the Management Regulations. Thus, the Fund may also invest on an ancillary basis in liquid assets which shall not exceed 49 % of the Fund Assets. Such liquid assets may be kept in current accounts or in short term regularly negotiated money market instruments having a remaining maturity of less than 12 months which shall issued or guaranteed by issuers or guarantors with ratings of at least A1/P1. In accordance with the principle of risk diversification, the Fund s assets will generally be invested in transferable securities and other assets that are permitted under the Management Regulations. Within the limits laid down by the investment restrictions applicable to the Fund pursuant to the Management Regulations, the Investment Managers may also buy nontransferable securities for the Fund s account. The purchase of shares or units of other UCITS and/or UCIs in accordance with Article 4 Nr. 2 e) of the Management Regulation is contrary to the provision set forth under Article 4 Nr. 4 h) and i) of the Management Regulation limited to 10% of the Fund s net assets. Class R-Units (USD) and Class I-Units (USD) are denominated in the reference currency of the Fund, which is USD. Class R-Units (EUR), Class R-Units (EUR H), and Class I-Units (EUR) are converted into EURO. The Management Company intends to hedge the exposure of the Class R- Units (EUR H) against the reference currency of the Fund, in order to mitigate the effect of fluctuations in the exchange rate between the currency of this specific Class, which is EURO, and the reference currency. The additional costs of hedging may substantially reduce the benefit of the Class R-Units (EUR H). Costs and/or profit shall, in principle, be for the account of the Class R-Units (EUR H) only. However, currency hedging transactions effected for Class R-Units (EUR H) may, in extreme cases, impact on the Net Asset Value of the other classes of units. Risk Profile and General Risk Considerations The Fund shows a higher risk-reward-ratio. Its performance remains dependent upon price movements on stock exchanges and the foreign exchange markets. Although the healthcare sector has historically experienced growth in excess of general economic growth, this may not occur in the future. Stocks and other securities of innovative companies in the biotechnology and health care sectors in the broader sense can feature distinctive market price fluctuations. Therefore, the fund s performance can 3

4 vary considerably more than would be expected if the fund diversified its assets more balanced throughout the total market. Furthermore, the focus on a specific sector can lead to a unit price development which may differ from the general market trend. Investor Profile Performance For further information relating to the risks of investing in the Fund, please refer to the full prospectus. PHARMA/wHEALTH is suitable for long term investment and constitutes an ideal equity investment to add diversification to balanced portfolios. Investors should be aware of the risks linked to a higher profit potential of equity investments. An overview of the past performance of the Fund is attached to this prospectus. Past performance is not indicative for future results. TAXES AND EXPENSES Taxation The Fund is subject in the Grand Duchy of Luxembourg solely to an annual subscription tax ( taxe d abonnement ) of up to 0.05 % p.a. of the Fund s net assets for Class R-Units and of up to 0.01 % p.a. of the Fund s net assets for Class I-Units, as reported at the end of each quarter. In case the Fund invests in other Luxembourg investment funds, which in turn are subject to the taxe d abonnement, the aforementioned tax is not due from the Fund on the portion of assets invested therein. Other taxes on the Fund, for example on income, capital gains or distributions, are not levied in Luxembourg. However, income, capital gains or distributions of the Fund may be subject to non-refundable withholding taxes or other taxes in countries in which the Fund s assets are invested. Neither the Management Company nor the Custodian Bank will obtain receipts for such withholding taxes for individual or all Unitholders. Income, capital gains or distributions of the Fund are in general taxable for investors and are usually subject to a withholding tax in the Unitholder s country of origin. Pursuant to the Luxembourg law of 21 June 2005 implementing Directive 2003/48/EC of the Council of the European Union of 3 June 2003 on the taxation of savings income, interest earned by the Fund may be subject to a withholding tax or generate certain notification obligations if a Unitholder is resident in a member state of the European Union and payments are made through a Paying Agent in another EU Member State. Other states (including Switzerland) have or intend to introduce a corresponding withholding tax or corresponding notification obligations. In Luxembourg this withholding tax will be (i) 20 % from 1 July 2008 to 30 June 2011 and (ii) 35 % thereafter. Investors should therefore remain informed about and obtain professional advice on current legislation and regulations applying to the purchase, ownership or redemption of Units in the Fund. Details on the interest withholding tax levied on distributed and accumulated income of the Fund are contained in the annual report and the announcements on the Fund s taxation basis. 4

5 Fees and Expenses 1. Unitholder fees: a) Costs for the issue of units The issue price equals to the Net Asset Value per Unit in the currency of the Fund plus a subscription fee of up to 2 % for all Unit Classes in favour of the distributors. b) Free redemption of units The redemption price equals to the Net Asset Value per Unit in the currency of the Fund. c) Conversion fee The conversion fee shall amount to up to 2 % of the Net Asset Value per unit in favour of the distributors. 2. Fees paid out of the Fund s assets: a) Management fee for all Class R-Units: for all Class I-Units: up to 2 % p.a. of the of the Fund s assets up to 1.25 % p.a. of the of the Fund s assets b) Custodian fee up to 0.2 % p.a. of the Fund s assets (plus value added tax) c) Performance fee The Performance Fee is equivalent to 20 % of the excess appreciation in the specific Net Asset Value per Unit of the respective Managed Assets (as defined in Article 21 (8) (iii) in the full prospectus) per business year. Such excess appreciation is equal to the appreciation from 31 December 2008 on or any higher subsequent business year end result in excess of 5 % (the Hurdle Rate ), and adjusted appropriately for previous distributions in the respective business year and for partial years. Furthermore, the Performance Fee is subject to a High Water Mark, as such High Water Mark is described in detail in the full Prospectus. For each Investment Manager, the Performance Fee will be calculated separately on the portion of the Fund Assets allocated to and managed by such Investment Manager. Therefore, this Performance Fee may be payable even if the overall performance of the Fund is negative or positive but insufficient to justify the payment of the Performance Fee. If the Management Company exercises any investment management function on a portion of assets, no Performance Fee will be calculated on this portion of assets. Please see the full prospectus for further information about the calculation of the performance fee. d) Brokerage fees and retrocession The Management Company shall be entitled to rebates with respect to brokerage fees and retrocession paid on behalf of the Fund. The selection of investments for which rebates are paid shall be made in the best interests of the Fund and with reference to the principle of best execution. Agreements with respect to so-called Soft Commissions can be made but are subject to the conditions stated explicitly in the full prospectus. In addition, diverse charges and expenses, such as audit, legal and marketing expenses, which are specified in detail in Article 9 of the General and Article 21 of the Specific Management Regulations, will be paid out of the assets of the Fund. 5

6 3. Total expense ratio (as a % of the Fund's assets) As of the specified date of June 30, 2010, the ratio of total expenses charged to the Fund's assets to the average Fund volume (total expense ratio), with the exception of transaction costs incurred, is: Class R-Units (USD): 2,23 % p.a. (excluding performance fee) 5,83 % p.a. (including performance fee) Class I-Units (USD): 1,73 % p.a. (excluding performance fee) 5,42 % p.a. (including performance fee) Class R Units (EUR): 2,28 % p.a. (excluding performance fee) 5,29 % p.a. (including performance fee) Class R Units (EUR H): 2,41 % p.a. (excluding performance fee) 6,90 % p.a. (including performance fee) Class I Units (EUR): 1,79 % p.a. (excluding performance fee) 2,48 % p.a. (including performance fee) The effective total expense ratio is calculated retrospectively and published in the Fund's Annual and Semi-Annual reports. 4. Portfolio turnover rate The portfolio turnover rate is calculated on a financial year basis, according to the following formula: Securities bought = X subscription of Fund shares = S Securities sold = Y withdrawals of Fund shares = T Total 1 = total securities transactions = X +Y Total 2 = total Fund share transactions = S+T Average monthly total assets = M PTR=[(Total 1 Total 2)/M]x100 As of the specified date of June , the portfolio turnover rate is: - 0,13 p.a. COMMERCIAL INFORMATION Subscription and Redemption Units of the Fund may be acquired from the Management Company, the Custodian or the Fund s paying agents or through third party intermediaries. Subscription and redemption orders received by 4 p.m. Luxembourg time on a given Valuation Day shall be handled on the basis of the issue and redemption prices determined on the next Valuation Day. The issue price shall be payable to the Custodian within three banking days. The redemption price shall be paid without delay after the Valuation Day in the currency of the Fund. The Management Company does not tolerate market timing or other excessive trading practices. The Management Company may make use of 6

7 Distribution Policy the rights set out in the General Section of the Prospectus at its full discretion if a Unitholder is engaging in such practices. Fractions of shares are issued at up to one-thousandth of a share. The Fund s Units, in principle, are dividend roll-up units. Publications Valuation Days The Management Company will ensure that information intended for the Unitholders is published or communicated to them in an appropriate manner. This includes, in particular, publication of the Unit prices in those countries in which Fund Units are offered for sale to the public. The issue and redemption prices can also be obtained from the Management Company as well as from the Custodian Bank and the Paying Agents. The Net Asset Value as well as the issue and redemption price will be calculated on any day that is not a banking and stock exchange trading day in New York and Luxembourg. 7

8 Additional information for investors in the Federal Republic of Germany Paying Agent in Germany Sal. Oppenheim jr. & Cie. AG & Co KGaA Unter Sachsenhausen Cologne Germany and its branches Redemption applications for the Units of Pharma/wHEALTH may be submitted to the German Paying Agent and all payments (redemption proceeds, any possible distributions and any other payments) due to Unitholders may be paid through the German Paying Agent. All necessary information for investors, e.g. the Management Regulations, Simplified and Full Prospectuses, Annual and Semi-Annual Reports as well as issue and redemption prices, may also be obtained free of charge from the German Paying Agent. In addition, Unitholders may inspect the Custodian Bank Agreement at the offices of the German Paying Agent. Publications In the Federal Republic of Germany the issue and redemption prices and other notices to Unitholders will be published in the Börsen-Zeitung newspaper. The Management Company may also arrange for other publications. 8

9 Additional information for investors in Austria Paying Agent in Austria Deutsche Bank Österreich AG Head office Vienna Palais Equitable Stock im Eisen-Platz 3 A-1010 Vienna Redemption applications for the Units of Pharma/wHEALTH may be submitted to the Austrian Paying Agent and all payments (redemption proceeds, any possible distributions and any other payments) due to Unitholders may be paid through the Austrian Paying Agent. All necessary information for investors, e.g. Management Regulations, Simplified and Full Prospectus, Annual and Semi-Annual Reports as well as issue and redemption prices, may also be obtained free of charge from the Austrian Paying Agent. In addition, Unitholders may inspect the Custodian Bank Agreement at the offices of the Austrian Paying Agent. Tax representative Leitner + Leitner GmbH & Co KEG Auditor and tax advisor Ottensheimer Strasse 30, 32, 36 A Linz Publications In Austria the issue and redemption prices and other notices to Unitholders will be published in Der Standard. The Management Company may also arrange for other publications. 9

10 Appendix A To the Prospectus dated December 2010 and the Simplified Prospectus dated December 2010 of PHARMA/wHEALTH List of the current Investment Managers to the Fund The Management Company has appointed the following Investment Managers in order to render investment management services in relation to the investment and re-investment of the Fund Assets: WELLINGTON MANAGEMENT COMPANY, LLP WELLINGTON MANAGEMENT COMPANY, LLP ( Wellington ), is a limited liability partnership organized in 1996 under the laws of the Commonwealth of Massachusetts, U.S.A., and is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. Wellington Management and its predecessor organizations have provided discretionary investment management services to investment companies since 1928, and to pension plans, endowment funds and other investors since Management is located in Boston, and also has offices in Atlanta, Radnor, San Francisco, London, Singapore, Sydney, Tokyo and Hong Kong, and a representative office in Beijing. The healthcare portfolio management team is comprised of six global equity analysts. They are supported by the significant trading and back office resources of the Wellington Management organization. As of September , Wellington Management provided discretionary services for over US $599 billion in assets under management, of which approximately US$ 24.8 billion were invested in portfolios dedicated to the health care sector. Of the above amount, approximately US$ 821 million were invested with an overall strategy similar to Pharma/wHealth and approximately US$ 60 million with a similar strategy in the emerging markets healthcare sector. SECTORAL ASSET MANAGEMENT INC. (Sectoral) SECTORAL ASSET MANAGEMENT INC. (Sectoral), incorporated in Canada, was founded in October 2000 by Jérôme Pfund, CFA and Michael Sjöström, CFA and is owned in majority by its employees. Sectoral employs 21 people and has established a proprietary Scientific Advisory Network (S.A.N.) of eight scientists and clinicians from around the world to help in its duediligence. All their professionals have a CFA designation or are in the process of getting it. As of September 30, 2010, Sectoral has approximately US$ 3.5 billion under management, all in healthcare. 10

11 MEDICAL STRATEGY GmbH Gesellschaft für strategische Konzeption im Gesundheitswesen mbh. Medical Strategy GmbH is an independently owned investment advisor, located in Munich, Germany, and engaged in providing investment advisory and management services to clients mostly in Europe. All assets under management are targeted towards the healthcare sector. As of September 30, 2010, assets under management approximated EURO 136 million. Luxembourg, December

12 Appendix B To the Prospectus dated December 2010 and the Simplified Prospectus dated December 2010 of PHARMA/wHEALTH Additional Information for the Distribution of the Units of PHARMA/wHEALTH in Italy An investor who performs a subscription or redemption of units or shares through paying agents might be required to pay the fees connected to the activity carried out by said paying agents in the jurisdiction in which the offer of the units or shares is made. Luxembourg, December

13 Performance of PHARMA-wHEALTH A mutual investment fund organized under the laws of the Grand-Duchy of Luxembourg Version December 2010 Past Performance Class R-Units (USD): 40% 25,71% % 0% 2,41% % -40% -25,01% Performance*) of the financial years in % (left scale) Accumulated performance on month end basis, indicated on 100 per (right scale) Class I-Units (USD): 40% 26,25% % 2,97% 120 0% -20% -40% -24,61% Performance*) of the financial years in % (left scale) Accumulated performance on month end basis, indicated on 100 per (right scale) Class R-Units (EUR): 40% 20% 24,26% % -20% -40% ,79% -22,25% Performance*) of the financial years in % (left scale) Accumulated performance on month end basis, ind icated on 10 0 p er (rig ht scale) 13

14 Class R-Units (EUR H): 4 0% 2 0% 2 3,2 1% % ,3 6 % -2 0% ,4 4 % -4 0% Performance*) of the financial years in % (left scale) Accumulated performance on month end basis, indicated on 100 per (right scale) Class I-Units (EUR): 40 % 20 % 2 4,9 3 % % -20 % -10,48 % % -2 0,9 7% Performance*) of the financial years in % (left scale) Accumulated performance on month end basis, indicated on 100 per (right scale) * ) Calculated according to the method of Bundesverband Investment und Asset Management e.v., Frankfurt am Main. Past Performance is not indicative for future results. The performance figures do not include the costs and commissions in connection with the issue and the redemption of units. K:\Fondsprojekte\FCPs Neues Recht\PHARMA\PHARMAwHEALTH\Verkaufsprospekte\Short\VP short PHARMAwHEALTH VISA clean ENG.doc 14