Moventum Plus Aktiv SICAV with several subfunds under Luxembourg law FUND PROSPECTUS STATUTES DECEMBER 2013

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1 FUND PROSPECTUS & STATUTES DECEMBER 2013 Subscriptions can only be made based on this fund prospectus which includes the information sheets for the individual subfunds and the statutes of the SICAV and the key investor information. This fund prospectus is only valid together with the most recent annual report and the most recent semi-annual report if the latter is published after the annual report. Application forms for subscribing to, exchanging and redeeming shares are available upon request from the register and transfer office, MOVENTUM S.C.A., 12, rue Eugène Ruppert, L-2453 Luxembourg.

2 CONTENTS SALES PROSPECTUS THE SICAV AND PARTICIPATING PARTIES DESCRIPTION OF THE SICAV GOAL OF THE SICAV ASSETS INVESTMENT RESTRICTIONS MANAGEMENT COMPANY INVESTMENT CONSULTANTS DEPOSITARY BANK DESCRIPTION OF THE STOCKS, RIGHTS OF THE SHAREHOLDERS AND DIVIDEND POLICY OFFICES AUTHORISED TO ACCEPT SUBSCRIPTION, REDEMPTION AND EXCHANGE APPLICATIONS Subscription, REDEMPTIONS and exchange DEFINITION AND CALCULATION OF THE NET ASSET VALUE TAXATION OF THE SICAV AND SHAREHOLDERS FINANCIAL REPORTS NOTIFICATIONS TO THE SHAREHOLDERS ADDITIONAL INFORMATION FOR THE SHAREHOLDERS IN THE FEDERAL REPUBLIC OF GERMANY INFORMATION SHEETS ON THE SUBFUNDS STATUTES No other information can be provided beyond that resulting from this fund prospectus and the documents indicated therein

3 THE SICAV AND PARTICIPATING PARTIES Name of the SICAV Company headquarters Moventum Plus Aktiv 14, boulevard Royal L 2449 LUXEMBOURG Commercial Register Number Luxembourg B Type of company Investment company with variable capital and several subfunds subject to Part I of the Luxembourg law dated December 17, 2010 regarding undertakings for collective investments (UCI) ("the law dated December 17, 2010"). Foundation date October 11, 2007 Publication date of the "Mémorial, Recueil des Sociétés et Associations" October 26, 2007 Minimum capital EUR 1,250,000 Consolidation currency EUR End of the fiscal year September 30 SICAV administrative board Chairperson Sandra Reiser Managing Director MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG Administrative board members Sabine SAID Executive Vice President MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG Michael Jensen Executive Vice President MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG Name and headquarters of the management company Administrative board of the management company CONVENTUM ASSET MANAGEMENT Société Anonyme 9, boulevard Prince Henri L-1724 LUXEMBOURG Chairperson Antoine CALVISI Conseiller du Comité de Direction BANQUE DE LUXEMBOURG Société Anonyme 14, boulevard Royal L 2449 LUXEMBOURG - 3 -

4 Administrative board members Pierre AHLBORN Administrateur-Délégué BANQUE DE LUXEMBOURG Société Anonyme 14, boulevard Royal L 2449 LUXEMBOURG Mario Keller Administrateur de Sociétés 14, boulevard Royal L 2449 LUXEMBOURG Pierre Reckinger Avocat Elvinger, Hoss & Prussen 2, Place Winston Churchill L-1340 LUXEMBOURG Fernand REINERS Membre du Comité de Direction BANQUE DE LUXEMBOURG Société Anonyme 14, boulevard Royal L-2449 LUXEMBOURG Nico THILL Directeur BANQUE DE LUXEMBOURG Société Anonyme 14, boulevard Royal L-2449 LUXEMBOURG Executive board of the management company Rita HERRMANN General Manager CONVENTUM ASSET MANAGEMENT Société Anonyme 9 boulevard Prince Henri L-1724 LUXEMBOURG Michèle BIEL General Manager CONVENTUM ASSET MANAGEMENT Société Anonyme 9, boulevard Prince Henri L-1724 LUXEMBOURG Investment manager MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG Name and headquarters of the financial auditor PriceWaterhouseCoopers Société Coopérative 400, route d'esch B.P L-1014 LUXEMBOURG Name and headquarters of the depositary bank BANQUE DE LUXEMBOURG Société Anonyme 14, boulevard Royal - 4 -

5 L-2449 LUXEMBOURG Name and headquarters of the central administrative office BANQUE DE LUXEMBOURG Société Anonyme 14, boulevard Royal L-2449 LUXEMBOURG Name and headquarters of the register and transfer office MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG Names and headquarters of the offices authorized to receive subscription, redemption and exchange applications Paying agent and information office in Germany Distribution agent MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG MARCARD, STEIN & CO AG Ballindamm 36, D HAMBURG MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 LUXEMBOURG - 5 -

6 1. DESCRIPTION OF THE SICAV Moventum Plus Aktiv is an investment company with variable capital ("société d'investissement à capital variable" SICAV) with several subfunds. The SICAV is subject to the provisions of Part 1 of the law dated December 17, 2010 via which the EU guideline 2009/65/EG was implemented into Luxembourg law. The fact that the SICAV is registered with the regulatory authority, cannot and must not be interpreted in any way as a valuation of the quality of the shares offered for sale or as a purchase recommendation. The following subfunds are currently available for subscription: Name of the subfund Moventum Plus Aktiv - Ausgewogenes Portfolio Moventum Plus Aktiv - Ausgewogenes Portfolio Europa Moventum Plus Aktiv - Defensives Portfolio Moventum Plus Aktiv - Dynamisches Portfolio Moventum Plus Aktiv - Offensives Portfolio Subfund currency EUR EUR EUR EUR EUR The characteristics and investment policy of the subfunds are specified in the respective information sheets for the subfunds. The SICAV has the option of issuing additional subfunds. In this case, the fund prospectus will be supplemented accordingly. The SICAV constitutes an individual legal entity. The assets of a certain subfund are liable exclusively for the debts and liabilities relevant for this particular subfund. 2. GOAL OF THE SICAV The primary goal of the SICAV is to offer shareholders the opportunity to participate in professional portfolio management as defined in the investment policy for each subfund (see information sheets for the subfunds). The investment policy for each individual subfund was defined by the administrative board. The SICAV allows the shareholders to change their targets by exchanging shares in a subfund for shares in another subfund of the SICAV. The diversification of the investments in the subfunds secures a limitation of the risks connected to investing, however, does not completely exclude them. The SICAV can therefore not guarantee the entire realisation of its goals. The investments of the SICAV are executed under the supervision and in the scope of responsibility of its administrative board

7 3. ASSETS 1. The SICAV assets may solely consist of: a. Securities and money market instruments listed or traded on a regulated market; b. Securities and money market instruments traded on another regulated market of a European Union member state which is recognised, open to the public and the functionality of which is compliant; c. Securities and money market instruments officially listed on a stock market of a state outside the European Union or traded on another regulated market of a state outside the European Union which is recognised, open to the public and the functionality of which is compliant, insofar as the selection of this stock exchange or market is specified in the SICAV statutes. The statutes allow the selection of the stock exchanges or markets in states in Europe, North, Central and Latin America, Asia, Africa and/or Australia/Oceania. d. Securities and money market instruments from IPOs, insofar as - the issuing conditions include the obligation to apply for the approval to officially list on a securities exchange or on another regulated market which is recognised, open to the public and the functionality of which is compliant; - the approval is obtained no later than one year after the issuance; e. Shares of undertakings for collective investments in transferable securities ("UCITS") approved in accordance with the guideline 2009/65/EG and/or other undertakings for collective investments ("UCI") in accordance with Article 1 Paragraph 2 Point a) and b) of the guideline 2009/65/EG seated in a European Union state or a third country, insofar as - these other UCIs were approved in accordance with legal provisions subject to regulatory supervision which, in the opinion of the supervisory authority for the financial sector ("CSSF"), is equivalent to the regulatory supervision in accordance with community law and there is sufficient guarantee for the cooperation between the authorities, - the level of protection of the shareholder of the other UCIs is equivalent to the level of protection of the shareholder of an UCITS and, in particular, the regulations for asset segregation, borrowing, securing credit and short sales of securities and money market instruments are equivalent to the requirements in guideline 2009/65/EG, - the business activity of the other UCIs is the subject of semi-annual and annual reports which allow for an assessment of the assets and liabilities, yields and transactions during the reporting period, - the UCITS or other UCI in which shares are to be acquired may only invest a maximum total of 10 % of its assets in shares of other UCITSs or UCIs in accordance with its founding document, f. Sight or term deposits with credit institutes with a maximum term of 12 months, insofar as the respective credit institute is seated in a European Union member state or, if the credit institute's headquarters is in a third country as per the statutes, it is subject to supervisory provisions which, in the opinion of the Commission de Surveillance du Secteur Financier ("CSSF"), are equivalent to those in community law, g. derivative financial instruments, including equivalent instruments settled in cash, which are traded on one of the regulated markets specified in a), b) and c) and/or derivative financial instruments that are not traded on an exchange ("OTC derivatives"), insofar as - the underlyings involve instruments in accordance with Paragraph 1 or financial indexes, interest rates, exchange rates or currencies in which the SICAV is authorised to invest in accordance with the investment goals defined in this fund prospectus, - the counterparties in transactions with OTC derivatives are supervised institutions in the categories approved by the CSSF, and - the OTC derivatives are subject to a reliable and verifiable evaluation on a daily basis and can be sold, liquidated or offset at any time at an appropriate current value at the initiative of the UCITS, h. money market instruments that are not traded on a regulated market but are liquid - 7 -

8 and the value of which can be precisely determined, insofar as the issuance or issuer of this instrument is already subject to regulations pertaining to deposit and investor protection and, provided these instruments shall be: - issued or guaranteed by a centralised government, regional or local entity or the central bank of a member state, the European Central Bank, the European Union or European Investment Bank, a third country, insofar as it is a federal state, a member of the federation or from an international public institution to which one or more member states belong, issue or guarantee or - issued by a company, the securities of which are traded on one of the regulated markets specified under a), b) or c) or from an institution subject to regulatory supervision in accordance with the criteria defined by community law, or an institution subject to supervisory regulations which, in the opinion of the CSSF, are at least as strict as those in community law and which maintains, issues or guarantees these, or - issued by other issuers in a category approved by the CSSF, insofar as provisions for investor protection apply for investments in these instruments equivalent to those under the first, second or third dash and insofar as the issuer is either a company with equity capital (capital incl. reserves) of at least ten million Euro (EUR 10,000,000), which drafts its annual financial statement in accordance with the regulations in the 4th guideline 78/660/EWG, or is a legal entity responsible for the financing of a group within a group of companies comprised of one or more companies listed on a stock exchange, or a legal entity that intends to finance securitisation of liabilities by using a line of credit granted by a bank. 2. However, a. the SICAV can invest a maximum of 10% of its assets in securities and money market instruments other than those named in Paragraph 1); b. the SICAV is permitted to acquire movable and immovable assets required to directly pursue business; c. the SICAV is not permitted to acquire precious metals or certificates for precious metals 3. The SICAV is permitted to hold liquid assets. The SICAV is authorised to temporarily hold liquid assets beyond 49% insofar as this appears to be in the interest of the shareholders. 4. INVESTMENT RESTRICTIONS The investment restrictions must be taken into account with regards to each individual subfund, with the exception of Point 5. a) which pertains to the totality of the subfund Investment restrictions pertaining to securities and money market instruments 1. a. The SICAV is permitted to invest a maximum of 10% of its assets in securities or money market instruments with one and the same institution. The SICAV is permitted to invest a maximum of 20% of its assets in capital contributions with one and the same institution. The default risk for transactions made by the SICAV with OTC derivatives may not exceed 10% of the assets if the counterparty is a credit institute in accordance with Chapter 3, Point 1.f) or, a maximum of 5% of its assets in other cases. b. The total value of the securities and money market instruments of the issuer with which the SICAV respectively invests more than 5% of its assets may not exceed 40% of the value of its assets. This restriction does not apply to capital contributions and transactions with OTC derivatives executed with financial institutes subject to supervision c. Regardless of the individual maximum limits from Point 1.a., the SICAV is permitted to invest a maximum of 20% of its assets with one and the same institution in a combination of - securities or money market instruments issued by an individual institution and/or - capital contributions at an individual institution and/or - 8 -

9 - OTC derivatives acquired from an individual institution. d. The maximum limit specified in 1.a. Sentence 1 shall be increased to a maximum of 35%, if the securities or money market instruments are issued or guaranteed by a European Union member state or its regional authorities, a third country or an international public institution to which one or more member states belong. e. The maximum limit specified in 1.a. Sentence 1 shall be increased to a maximum of 25% if certain debenture bonds are issued by a credit institute seated in a member state which, due to legal regulations for the protection of the bearer of this debenture bonds, is subject to special public supervision. In particular, yields from the issuance of these debenture bonds must be invested in assets in accordance with the legal regulations which sufficiently cover the resulting liabilities for the entire term of the debenture bond and which are intended primarily for the repayment of principal and interest due in case of default of the issuer. If the SICAV invests more than 5% of its assets in debenture bonds in accordance with the first sub-section, issued by the same issuer, the total value of these investments must not exceed 80% of the value of the SICAV's assets. f. The securities and money market instruments named in 1.c and 1.d are not taken into account when applying the investment limit of 40% specified in b). The limits specified in Points 1.a., 1.b., 1.c., and 1.d. may not be accumulated; therefore, investments in securities or money market instruments issued by one and the same institution and capital contributions or other derivatives concluded with this institution in accordance with Points 1.a., 1.b., 1.c., and 1.d. may not exceed 35% of the SICAV's assets. Companies that belong to the same group of companies with regards to the creation of the consolidated financial statement in accordance with guideline 83/349/EWG or in accordance with the recognised international accounting regulations are to be considered one single institution when calculating the investment limits specified in this Article. The SICAV may cumulatively invest up to 20% of its assets in securities and money market instruments with one and the same group of companies. 2. a. Regardless of the investment limits defined in Point 5, the maximum limits specified in 1. for investments in shares and/or debt securities in one and the same institution will be increased to a maximum of 20% if the goal of a subfund's investment policy, in accordance with the corresponding information sheets, is to reproduce a certain, CSSF recognised stock or debt securities index; the prerequisite for this is that: - the composition of the index is sufficiently diversified; - the index has an adequate reference basis for the market to which it pertains; - the index is published in an appropriate manner. b. The limit defined in 2.a. will be increased to a maximum of 35%, insofar as this is justified due to extraordinary market conditions, namely, in particular, on regulated markets on which certain securities or money market instruments are highly dominant. An investment up to this maximum limit is only permitted for one single issuer. 3. In accordance with the principle of risk distribution, the SICAV was authorised to invest up to 100% of its net assets in securities from different issuers, issued or guaranteed by an EU member state or its regional authorities, from one of the states belonging to the OECD or from international public bodies to which one or more EU member states belong, insofar as these securities have been guaranteed in the framework of at least 6 different issuers, whereby the securities from one issuer may not exceed 30% of the total amount of the net assets. Restrictions for investments in UCITS and UCI 4. a. The SICAV is permitted to acquire shares of other UCITSs and/or other UCIs in accordance with Chapter 3 Point 1.e., insofar as it invests a maximum of 20% of its assets in shares of the same UCITS or other UCI. For the purposes of the application of this investment limit, every subfund in an UCI with several subfunds is viewed as an independent issuer, under the condition that the separation of - 9 -

10 liability for the subfund is secured with regards to third parties. b. Investments in shares of other UCIs as and UCITSs must not exceed a total of 30% of the SICAV's assets. If the SICAV has acquired shares in another UCI and/or other UCI, the assets of the relevant UCITS or other UCI do not have to be taken into account with regards to the maximum limits in Point 1. c. If the SICAV acquires shares in other UCITSs and/or other UCIs which are directly managed, or, are managed due to a transfer from the same management company or are managed by a company with which the management company is connected by a mutual administration or control, or significant direct or indirect ownership, the management company or the other company is not permitted to charge any fees for the subscription or redemption of shares from this other UCITS and/ or UCI executed by the SICAV. d. If the SICAV invests a significant portion of its assets in shares in other UCITSs and/or other UCIs, the information sheets for the relevant subfunds contains information about the maximum amount of the administrative fees from the relevant subfunds themselves and from the other UCITSs and/or UCIs in which it intends to invest. In the annual report, information is provided regarding the maximum share of administrative fees which the subfunds and the UCITSs and/or other UCIs in which it is investing, have to bear. Limitation of influence 5. a. The SICAV is not permitted to acquire any shares connected to voting rights which allow it to exercise a significant influence on the management of the issuer. b. In addition, the SICAV may acquire a maximum of: - 10 % of the non-voting shares of one and the same issuer; - 10 % of the bonds of one and the same issuer; - 25 % of the shares of the same UCITS and/or other UCI; - 10 % of the money market instruments of one and the same issuer. The investment limits defined under the second, third and fourth dash do not have to be complied with during acquisition if the gross amount of the debt security or money market instruments, or the net amount of the shares issued cannot be calculated at the time of the acquisition. c. Points a) and b) do not apply - to securities and money market instruments issued or guaranteed by a European Union member state or its public regional authorities - to securities and money market instruments issued or guaranteed by a state outside the European Union; - to securities and money market instruments issued by an international public body, to which one or more European Union member states belong; - to shares owned by the SICAV on the capital of a company of a state outside the European Union which primarily invests its assets in securities from issuers seated in this state if, due to legal regulations in that state, such a participation is the only option for SICAV to execute investments in securities from issuers of this state. The exception rule only applies, however, under the condition that the company of the state outside the European Union complies with the defined limits defined in Points 1, 4, 5.a and 5.b. in its investment policy. If the specified limits defined in Points 1 and 4 are exceeded, Point 6 applies correspondingly; - to shares owned by an investment company or several investment companies of the capital of subsidiaries which merely and exclusively execute certain administrative, consulting or sales activities with regards to the repurchase of shares upon request of the shareholders in the state in which the subsidiary was established. Exceptions 6. a. The SICAV does not have to comply with the investment limits specified in this Chapter when exercising subscription rights linked to securities or money market instruments which are part of its assets. Regardless of its obligation to comply with the principle of risk distribution, the newly certified SICAV is authorised to deviate from the provisions in 1., 2., 3., 4. for a period of six months after its certification

11 b. If the limits specified in Point 6.a. are unintentionally exceeded or exceeded as the result of exercising subscription rights, the SICAV must make normalising this situation its goal when making sales, taking the interests of the shareholders into account. c. If the issuer is a legal entity with several subfunds («une entité juridique à compartiments multiples») in which the assets of a subfund are exclusively liable for the claims of the investors in this subfund and for the creditors whose claim arose on the occasion of the foundation, functionality or liquidation of this subfund, each fund will be viewed as a separate issuer for the purposes of applying the risk distribution regulation specified in Points 1, 2 and 4. Restrictions pertaining to taking out loans and short sales 7. The SICAV is not permitted to take out any loans, whereby the following exceptions apply: a. The SICAV is permitted to acquire foreign currencies via a "back-to-back" loan b. The SICAV is permitted to take out loans in the amount of up to 10% of its assets, insofar as these are short-term ("temporary") loans; c. The SICAV is permitted to take out loans in the amount of up to 10% of its assets, insofar as these are loans intended to enable the acquisition of real estate required to execute its activities; in this case, these loans and the loans in Point 7.b. may not exceed a total of 15% of SICAV's net assets. 8. Regardless of the application of the provisions specified in Chapter 3, the SICAV is not permitted to grant loans to or guarantee loans for third parties. This restriction does not exclude the SICAV from acquiring not yet fully deposited securities, money market instruments or other not yet fully deposited financial instruments specified in Chapter 3, Point 1.e., 1.g. and 1.h. 9. The SICAV is not permitted to execute any short sales of securities, money market instruments or other financial instruments specified in Chapter 3, Paragraph (1) Letters e), g) and h). Restrictions pertaining to instruments and techniques for efficient portfolio management and derivative financial instruments 10. a. The SICAV is also authorised to utilise the techniques and instruments of which the subject is securities and money market instruments, in compliance with the conditions and limitations defined by the CSSF, insofar as these techniques and instruments are used with regard to the efficient management of the portfolio. If these transactions pertain to the use of derivatives, the conditions and limitations must be in compliance with the provisions in the law dated December 17, When executing these transactions, under no circumstances is the SICAV permitted to deviate from the investment goals specified in the contract conditions, founding documents or fund prospectus. b. The SICAV ensures that the total risk connected to the derivative does not exceed the total net value of its portfolio. When calculating the risks, the market value of the underlyings, the risk of default, future, foreseeable market developments and the time available to liquidate the position are taken into account. The SICAV is permitted to invest in derivatives as part of its investment strategy within the limitations defined in 1.f., insofar as the total risk of the underlyings does not exceed the investment limits specified in Point 1. Investments by the SICAV in index-based derivatives do not have to take the investment limitations specified in Point 1 into account. If a derivative is embedded in a security or money market instrument, it must be taken in to account with regards to compliance with the provisions specified in this Point 10. In cases in which the SICAV executes transactions with OTC derivatives and applies techniques to efficiently manage the portfolio, all collateral chargeable to the counterparty's risk must fulfil the following criteria at all times:

12 a) Liquidity: All received collateral that is not cash, should be highly liquid and traded at a transparent price on a regulated market or within a multilateral trading system so it can be sold on short notice at a price close to the value defined prior to the sale. The received collateral should also fulfil the provisions in Article 56 of the UCITS guideline. b) Valuation: Received collateral should be evaluated at least once each trading day. Asset values which exhibit high price volatility should only be accepted as collateral if suitable, conservative haircuts are applied. c) Credit rating of the issuer: The issuer of the collateral being received should have a high level of credit rating. d) Correlation; The collateral received by the SICAV should be issued by a legal entity that is independent of the counterparty and does not exhibit a high level of correlation with the development of the counterparty. e) Diversification of the collateral (investment concentration): With regard to the collateral, an appropriate diversification with regards to countries, markets and issuers should be observed. The criterion for appropriate diversification with regards to the issuer concentration shall be considered fulfilled if the SICAV obtains a collateral basket from a counterparty that corresponds with the maximum exposure to a certain issuer of 20% of the net asset value, while efficiently managing the portfolio or in transactions with OTC derivatives. If the SICAV has different counterparties, the different collateral baskets should be aggregated to calculate the 20% limit for the exposure to an individual issuer. f) Risks in conjunction with the management of collateral, e.g. operational and legal risks must be determined, controlled and reduced by the risk management. g) In cases of legal transfers, the collateral received should be deposited at the SICAV's depositary bank. For other kinds of collateral agreements, the collateral can be held by a third party subject to regulatory supervision and which is in no way connected to the provider of the collateral. h) The SICAV should have the option of selling the received collateral at any time without consideration of the counterparty or permission from the counterparty. i) Received, non-cash collaterals should not be sold, reinvested or mortgaged. j) Received cash collateral should only be invested as sight deposits with legal entities in accordance with Article 50 Letter f of the UCITS guideline 2009/65/EC; - invested in high-quality sovereign bonds; - utilised for reverse-repo transactions, under the condition these are transactions with credit institutions subject to a regulatory body and the UCITS can demand the return of the entire accrued amount of money at any time; - in money market funds with a short maturity infrastructure Securities lending transactions Each subfund can execute securities lending transactions under the following conditions and within the following limits: - Each subfund can lend the securities it holds via a standardised lending system organised by a recognised institute for the settlement of securities or a financial institute subject to

13 prudential regulation which, in the opinion of the CSSF, is equivalent to that defined by community law and which is specialised in these types of transactions. - The borrower of the securities must also be subject to prudential regulation which, in the opinion of the CSSF, is equivalent to that defined by community law. If the aforementioned financial institution is acting on its own account, it shall be considered the counterparty participating in the securities lending transaction. - Since the subfunds are available for redemption, each relevant subfund must be able to ensure the dissolution of the agreement and the return of the lent securities at any time. In the opposite situation, each subfund must maintain the extent of the securities lending transactions at a corresponding level so that it is capable of fulfilling its obligation to repurchase the shares at any time. - Prior to or at the same time as the transfer of the lent securities, each subfund must receive collateral that corresponds to the requirements formulated in the aforementioned newsletter 08/356. At the end of the lending transaction, the collateral is returned at the same time or after the return of the lent securities. If a subfund has received cash collateral to secure the aforementioned transactions in accordance with the provisions of the aforementioned newsletter 08/356, insofar as is specified in the information sheets for the respective subfund and in compliance with the investment goal of the subfund, this collateral can be reinvested in (i) shares in money market funds, the net asset value of which is calculated daily and which has a rating of AAA or equivalent, (ii) shortterm bank deposits, (iii) money market instruments in accordance with the definition in the aforementioned Grand Ducal Regulation dated February 8, 2008, (iv) short-term bonds issued or guaranteed by a European Union member state, Switzerland, Canada, Japan or the USA or by their regional authorities or supra-national institutions and organisations of a municipal, regional or global nature, (v) bonds issued or guaranteed by first-class issuers which offer appropriate liquidity and in (vi) repurchase agreements in accordance with the modalities regulated in Point I (C) of the aforementioned newsletter 08/356. The reinvestment must be taken into account when calculating the total risk of the SICAV, in particular if it generates a leverage effect. All yields resulting from the securities lending transactions, less direct and indirect operational expenses and fees should be paid to the SICAV. The operational expenses and fees resulting from the securities lending transactions and which can be deducted from SICAV's yields are generally expressed in a set percentage of the gross yield and are utilised to the benefit of SICAV's counterparty. SICAV's annual report should contain comprehensive information about the identity of the legal entities with the information regarding whether these are associated parties of the management company or the depositary bank and details about yields and operational expenses and fees resulting from the securities lending transactions. Restrictions for spot/forward transactions 11.. The SICAV may participate in spot/ forward transactions consisting of purchasing and selling titles for which the agreements reserve the right of the seller to repurchase the sold title from the purchaser at a price and within a deadline agreed upon by the two parties upon conclusion of the contract and the counterparties in these transactions must be first-class financial institutions specialised in these types of transactions. Throughout the entire term of of a spot/forward transaction, the SICAV cannot sell the titles which are the object of the agreement before the right to repurchase the title has been exercised by the counterparty or the deadline has passed; the SICAV must ensure the scope of the purchases in spot/forwarding transactions are maintained at a level at which it is possible to fulfil the obligation to repurchase its own shares at all times. Restrictions for repurchase agreements

14 12.. The SICAV can enter into repurchase agreements on securities for which the agreement reserve the seller's right or the obligation to repurchase the title from the purchaser at a price and within a deadline agreed upon between the parties upon conclusion of the contract under the condition that the counterparties are first-class financial institutions specialised in this type of transaction. During the term of a repurchase agreement, the SICAV is not permitted to sell the titles which are the object of the contract; the SICAV must ensure that the scope of these transactions remains at a level that allows it to fulfil its obligation to repurchase its own shares at any time. When a repurchase agreement becomes due, the SICAV must have sufficient liquid assets to fulfil its obligation to repurchase the securities. Restrictions for "Repurchase" or "repo" transactions 13.. The SICAV can enter into transactions with an obligation to repurchase ("repo") which consist of the one party ( the 'Seller') being obligated to sell the other (the 'Purchaser') securities in return for payment of the purchase price by the purchaser to the Seller; these transactions include the obligation of the Purchaser to sell the Seller equivalent securities on a certain date or, at his request, by the Seller paying the purchase price to the Purchaser. The SICAV can act as the Purchaser or Seller in transactions with repurchasing obligations. The counterparties must be first-class financial institutions specialised in this type of transaction. Throughout the term of a repurchase transaction, in which the SICAV acts as the Purchaser, the SICAV cannot sell the titles which are the object of the agreement before the right to repurchase the title has been exercised by the counterparty or the deadline has passed; the SICAV must ensure the scope of the purchases in repurchase obligations is maintained at a level at which it is possible to fulfil the obligation to repurchase their own shares at all times. When a repurchase obligation in which the SICAV acts as the Seller becomes due, the SICAV must hold sufficient liquid assets to fulfil its obligation to take back the securities. Restrictions for buy/sell transactions 14.. On occasion, the SICAV can also enter into buy/sell transactions in which the Seller is obligated to sell a bond on the spot and repurchase it at a later date. The sales price of the bond includes the accrued interest until the date of sale and the sales prices includes the initial amount and the "repo" interest. The buy/sell transactions are subject to the same conditions as those applied to the "repo" transactions. 5. MANAGEMENT COMPANY The SICAV has appointed CONVENTUM ASSET MANAGEMENT as the management company of the SICAV and commissioned it with the central administration and sales for SICAV. CONVENTUM ASSET MANAGEMENT (hereinafter referred to as the "management company") is subject to the provisions in Chapter 15 of the law dated December 17, The management company, under its responsibility and control, transfers the function of the central administration to the BANQUE DE LUXEMBOURG which, under its responsibility, delegates a portion of its activities to the EUROPEAN FUND ADMINISTRATION Aktiengesellschaft (PLC) in accordance with Luxembourg law, seated at 2, rue d Alsace, L-1017 LUXEMBURG. In addition, the management company, under its responsibility and control, transfers the function of the investment management and the function of the registration and transfer office to Moventum S.C.A seated at 12, rue Eugène Ruppert, L-2453 Luxembourg

15 The management company, under its responsibility and control, can commission one or more sales offices with selling SICAV shares and transfer the sales to these sales offices. 6. INVESTMENT CONSULTANTS To implement the investment policy of the SICAV subfunds, SICAV can utilise the services of one or more investment consultants whose purpose it is to consult with SICAV on its investment policy. The name of and additional information about the investment consultants and their fees can be found in the information sheets for the respective subfunds. The consultancy fee is both to compensate for consultancy services and potential sales services. 7. DEPOSITARY BANK The BANQUE DE LUXEMBOURG, Aktiengesellschaft in accordance with Luxembourg law seated at 14, boulevard Royal, L-2449 Luxembourg has been commissioned by the SICAV as the depositary bank by means of an agreement dated October 11, In its capacity as a depositary bank, the bank fulfils its obligations in accordance with the applicable provisions, in particular, those in the law dated December 17, The depositary bank receives a remuneration from the respective subfund in the amount of the rate defined in the respective subfund's information sheets. 8. DESCRIPTION OF THE STOCKS, RIGHTS OF THE SHAREHOLDERS AND DIVIDEND POLICY SICAV's capital is the same amount as the net assets of the subfund For the currently offered subfunds, the following share class can currently be issued: Class B: accumulation shares, which do not principally grant the bearer any right to receive a dividend; the share of the amount to be distributed which is not distributed to the shareholder will be accumulated in the subfund from which this accumulation share originates. The share classes specified for the individual subfunds are indicated in the information sheets for the respective subfund. The SICAV instructs the investors that any investor can only enforce its investor rights in their totality directly against the SICAV (in particular the right to participate in shareholder's meetings), if the investor is registered under its own name in SICAV's shareholder's registry. In the cases in which an investor invests in the SICAV via an intermediary office which undertakes the investment under its own name, but on behalf of the investor, not necessarily all investor rights can be directly enforced by the investor against the SICAV. The investor is advised to obtain information about its rights from the relevant intermediary office. 9. OFFICES AUTHORISED TO ACCEPT SUBSCRIPTION, REDEMPTION AND EXCHANGE APPLICATIONS

16 The following institutions are authorised to accept subscription, repurchase and exchange applications: - MOVENTUM S.C.A., 12, rue Eugène Ruppert, L-2453 Luxembourg 10. SUBSCRIPTION, REDEMPTIONS AND EXCHANGE Subscriptions, redemptions and exchanges are executed in accordance with the provisions of this fund prospectus and the information sheets for the respective subfund and at a net asset value that is unknown at the time the application is submitted. The SICAV prohibits practices such as market timing. It therefore reserves the right to reject subscription and exchange applications originating from investors the management company suspects of applying such practices. Furthermore, it takes all necessary measures to protect the other shareholders. 11. DEFINITION AND CALCULATION OF THE NET ASSET VALUE The net assets of a subfund are calculated on the day ("calculation date") specified in the information sheets for the respective subfund. The net asset value of a share is expressed in the reference currency for the subfund in which the share was issued. 12. TAXATION OF THE SICAV AND SHAREHOLDERS According to the law, the SICAV is not subject to any Luxembourg income tax with the exception of a tax ("taxe d abonnement") of 0.05% p.a., which is payable quarterly on the accounted net subfund assets at the end of the respective quarter. The net assets invested in shares of other "undertakings for collective investments" which are already subject to the registration tax, are exempt from the registration tax. The SICAV can be obligated by other countries to pay a withholding tax on yields such as dividends and interest from investments in these countries without this being reimbursed. Finally, the SICAV may be subject to other taxes from transactions and services which are invoiced due to foreign laws. In accordance with the provisions of the European Guideline 2003/48/EWG dated June 3, 2003 (hereinafter referred to as "the European Guideline") regarding the taxation of interest earnings which took effect with the law dated June 21, 2005 (hereinafter referred to as "the Law"), the payments from dividends or the payment of the repurchase price may be subject to a withholding tax. In this case, the investor can be exempted from the withholding tax if it has submitted a mandate to exchange information with the payment office and, insofar as this option is offered by the payment office. In accordance with the European Guideline and the Law, the payments of dividends from a subfund are subject to the withholding tax if more than 15% of the subfund asset are invested in interest-bearing investments defined in the Law. The profit earned by repurchasing shares is subject to the European Guideline and the Law if more than 25% of the subfund is invested in investments defined in the Law. Since July 1, 2011, the withholding tax on interest earnings is 35%

17 In principle, tax-related provisions are subject to changes and country-specific differences. The SICAV therefore recommends that its investors inform themselves and, prior to subscribing to, purchasing, owning and selling shares, receive consultation regarding the applicable law in the country of tax residency. 13. FINANCIAL REPORTS Every year on September 30, the SICAV publishes an annual report audited by a financial auditor and semi-annually on March 31, an unaudited semi-annual report. These financial reports contain, among other things, the individual financial statements for each subfund. The consolidation currency for the SICAV is Euro. 14. NOTIFICATIONS TO THE SHAREHOLDERS The net asset value and the issuing, repurchasing and exchange prices of an individual subfund can be obtained every banking day at the SICAV's company headquarters. Changes to the SIVAC statutes shall be published in the Luxembourg official journal, "Mémorial, Recueil des Sociétés et Associations". Invitations to the general shareholders' meetings, insofar as the law requires, shall be published in the Luxembourg official journal "Mémorial, Recueil des Sociétés et Associations", in the "Luxemburger Wort" and in one or more daily newspapers in the SICAV distribution countries. Other notifications to the shareholders shall be published in the "Luxemburger Wort" and in one or more daily newspapers in the SICAV distribution countries. The following documents can be obtained from the SICAV headquarters and at the SICAV's management company's headquarters - the SICAV's financial reports - the SICAV fund prospectus which contains the information sheets for the individual subfunds and the SICAV statutes. - the SICAV's significant investor information A copy of the agreements the SICAV concluded with the management company and the investment manager is available at the company headquarters. 15. ADDITIONAL INFORMATION FOR THE SHAREHOLDERS IN THE FEDERAL REPUBLIC OF GERMANY Payment and information office for the SICAV in the Federal Republic of Germany (the "German payment and information office") is Marcard, Stein & Co AG, Ballindamm 36, D Hamburg, Federal Republic of Germany. Applications for redemption and exchanging shares can be submitted to the German payment and information office. All payments to the shareholders, including any and all redemption earnings, dividends and other payments can be conducted via the German payment and information office upon request of the shareholder. A hard copy of the fund prospectus, the significant investor information, the statutes and the audited annual report and the unaudited semi-annual report can be obtained free of charge at the German payment and information office

18 The respectively valid subscription, repurchase and exchange price and any and all notifications to the shareholders can also be obtained and viewed free of charge at the German payment and information office. In addition, the subscription and repurchase prices in the Federal Republic of Germany are published in the Börsenzeitung (Stock Market Newspaper), Frankfurt am Main until March 31, 2014 and in the Bundesanzeiger from April 1, Any and all notifications to the shareholders in the Federal Republic of Germany are published in the Börsenzeitung. In addition, the documents and information listed in the chapter, "NOTIFICATIONS TO THE SHAREHOLDERS" are available to shareholders free of charge at the German payment and information office

19 INFORMATION SHEETS ON THE SUBFUNDS Moventum Plus Aktiv Information sheets on the subfunds

20 Moventum Plus Aktiv - Ausgewogenes Portfolio I. GENERAL INFORMATION ABOUT THE SICAV Foundation date > October 11, 2007 Registration location > Luxembourg Legal form > Duration > Unlimited Management company > CONVENTUM ASSET MANAGEMENT, Luxembourg Investment manager > MOVENTUM S.C.A., Luxembourg Depositary bank and central administrative office > BANQUE DE LUXEMBOURG, Luxembourg Financial auditor > Price Waterhouse Coopers, Luxembourg Supervisory authority > COMMISSION DE SURVEILLANCE DU SECTEUR FINANCIER, Luxembourg Names of the offices authorized to receive subscription, redemption and exchange applications > MOVENTUM S.C.A. 12, rue Eugène Ruppert L-2453 Luxembourg II. GENERAL INFORMATION ABOUT THE SUBFUND INVESTMENT POLICY Investment goal of the subfund Investment policy > The investment goal of the subfund is to generate a higher, long-term growth in value. > Taking the provisions in Chapters 3 and 4 into account, the subfund invests in equity funds denominated in Euro and other currencies (approx. 50% of the net subfund assets), in fixed income funds (approx. 45% of the net subfund assets). In addition, the subfunds can invest in up to a maximum of 10% of the net subfund assets (which are included in the assets listed in Point 3.2 of the fund prospectus) in real estate funds which are principally denominated in Euro. The weighting of the investment can be adjusted at any time regardless of the market situation. The subfund can incidentally include liquid assets. The equity funds included in the portfolio follow a principally widely diversified, global or also regionally limited investment policy and can contain shares of companies with high, medium and/or low market capitalisation. In addition, the portfolio includes equity funds focused on specific themes and/or topics. The fixed income funds included in the portfolio invest worldwide primarily in high-quality sovereign, mortgage and company bonds with a AAA - BBB rating (Standard & Poor's or an equivalent rating from an equivalent rating agency). In addition, to a lesser degree, fixed income funds in the portfolio which have the investment focus on bonds from issuers located in emerging markets and company bonds with lower credit ratings (high yields) may also be included. The latter can have a

21 rating below BBB (Standard & Poor's or an equivalent rating from an equivalent rating agency). Reference currency > EUR Risk profile > The portfolio exhibits a higher risk, in particular in comparison to a portfolio consisting primarily of fixed income funds. In addition to the typical risks of the funds included in the portfolio or of the assets held by these (such as credit rating risks, exchange rate risks, interest rate change risks, etc.), there is also a risk of an exchange rate in this portfolio due to the different reference currencies of the funds included in the portfolio as well as the distribution of the assets of these funds. In addition, potential (or future) investors must be informed about the fundamental risks connected to investments in emerging markets. Future investors must be informed about the severe fluctuations in value and the lesser liquidity of the assets of the target funds included in the portfolio and the resulting earnings as well as about the fact that the market prices do not always reflect the value of the net assets. In the field of the subfunds, many companies in the emerging markets that intend on investing in these target funds, tend to be subject to higher political instability and/or economic changes. Risks such as exchange rate fluctuations, the control of the exchange rates and the tax regulation can restrict the anticipated earnings of the target fund and the value of your investment and thus the repayment of the capital earnings. Companies in the emerging markets are not always subject to accounting and controlling standards, financial standards, regulations and controls by the government comparable to those applicable in countries with a more developed economy. High-yield bonds, in comparison to "investment grade" bonds, are characterised by a higher potential for profit, but also a higher potential for losses. In general, the following advantages and disadvantages should be weighed carefully: A significantly higher interest rate on the invested capital in comparison to "investment grade" bonds is opposite the increased risk of an inability to pay the issuer for interest and capital investment (socalled default event). The possible increase in value of the bond if the issuer's rating is increased must be weighed against the risk of the deterioration of the evaluation made by the agencies. And, just as positive developments in a company or a sector can positively influence the bond, negative business trends represent a risk for the purchaser of the bond. In other words: Individual investments in high-yield bonds are volatile. A greater chance of profit is always contrasted by a correspondingly higher risk. Investment profile > Investment horizon: > 5 years The subfund is primarily intended for growth-oriented investors who should have an investment horizon of at least five years. Calculating the total risk > Commitment approach. With regards to the positions in derivative financial instruments, the total risk is determined using the commitment approach, i.e., the positions in the derivative financial instruments shall be converted in this approach to the corresponding positions of the