Key Investor Information This document provides you with key investor information about this Fund. It is not marketing material. The information is required by law to help you understand the nature and the risks of investing in this Fund. You are advised to read it so you can make an informed decision about whether to invest. NEF European Financials Fund (the "Fund") - Class A NOK Shares a sub-fund of NEF Funds (Ireland) p.l.c. (the "Company") Management Company: NEF Funds (Ireland) Management Limited Objectives and Investment Policy The Fund aims to achieve long-term growth on your investment by investing in a broad range of instruments but primarily in shares of companies. The investment focus of the Fund is on the European financial industry sector. This includes banks, credit institutions, insurance companies, debt collection agencies etc. The Fund may invest in these companies directly or may use specialist financial techniques (known as derivatives, including instruments referred to as swaps, options, forwards, futures and contracts for difference) to invest indirectly including being able to profit if the value of the companies goes down. Derivatives may also be used to reduce risk or manage the Fund more efficiently. The Fund may also invest in government or corporate bonds or cash. You can redeem your shares on a daily basis. Income of the Fund will be declared as a dividend annually and distributed as a cash payment. (A medium to long term holding is recommended.) Risk and Reward Profile 1 2 3 4 5 6 7 lower potential risk/rewards higher potential risk/rewards The indicator above illustrates the position of this Fund on a standard risk/reward category scale. This indicator is based on historical data and may not be a reliable indication of the future risk profile of the Fund. The risk and reward category shown is not guaranteed to remain unchanged and may shift over time. The lowest category does not mean investment is risk free. This indicator is not a measure of the risk that you may lose the amount you have invested. This Fund is in a higher category as the value of investments may go down as well as up. The Fund aims to achieve long-term growth on your investment while spreading risk. The indicator opposite does not take account of the following risks of investing in the Fund: Equity risk - the Fund invests in shares and the value of these shares may go down as well as up. Investors may not get back the original amount invested. Currency risk the Fund's performance may be affected by foreign exchange rate movements. Derivatives risk the Fund uses derivatives to both reduce or "off-set" risk and for investment purposes. The use of derivatives may result in greater returns but may entail greater risk for your investment. The value of a derivative depends primarily on the performance of the underlying asset. A small movement in the value of the underlying asset may cause a large movement in the value of the derivative with a greater impact on the Fund. Use of derivatives may also expose the Fund to the risk that parties it enters into transactions with default or fail to meet their obligations. This may lead to losses being incurred by the Fund. Credit risk and counterparty risk the Fund will be exposed to a credit risk in relation to the counterparties with whom it transacts or places margin or collateral in respect of transactions in derivative instruments. Liquidity risk it may become difficult to sell the Fund s assets at any given time and for a reasonable price. Market risk certain assets may decline in value more than the overall stock market and some markets may become illiquid or highly volatile.
Charges The charges you pay are used to pay the costs of running the Fund, including the costs of marketing and distributing it. These charges reduce the potential growth of your investment. One-off charges taken before or after you invest: Entry charge: 5.00% Exit charge: 3.00% This is the maximum that might be taken out of your money before it is invested or before the proceeds of your investment are paid out. Charges taken from the Fund over a year: Ongoing charges: 0.17% Charges taken from the Fund under certain specific conditions: Performance Fee: 20.00% Exchange Charge: 3.00% The entry charge will be applied as a preliminary once-off charge. The ongoing charges figure shown here is an estimate of the charges as there is insufficient historical data. It excludes portfolio transaction costs and performance fees (if any). The Fund's annual report for each financial year will include detail of the exact charges made. The Directors reserve the right to impose an Anti-Dilution Levy in the case of net subscriptions and/or net repurchases on a transaction basis to reflect the impact of duties and charges and other dealing costs relating to the acquisition or disposal of assets and to preserve the value of the underlying assets of the Fund where they consider such a provision to be in the best interests of the Fund. More detailed information on charges can be found in the Prospectus under the section entitled Fees and Expenses. Past Performance 100% The Fund was launched in 2014. There is insufficient data to provide a useful indication of past performance. 80% 60% 40% 20% 0% 2009 2010 2011 2012 2013 Practical Information The Custodian is BNY Mellon Trust Company (Ireland) Limited, Guild House, Guild Street, IFSC, Dublin 1. Copies of the prospectus, latest annual reports and half-yearly reports are available upon request from the registered office of the Company at Beaux Lane House, Lower Mercer Street, Dublin 2. These documents are published in English and are available free of charge. Latest share prices will be published on www.n-ef.no. In addition, share prices may be obtained from the office of the Administrator, BNY Mellon Fund Services (Ireland) Limited, at Guild House, Guild Street, IFSC, Dublin 1 during normal business hours in Ireland. The Company has segregated liability between its funds and as such your investment in the Fund will not be affected by claims against any other sub-fund of the Company and any liability incurred on behalf of or attributable to any fund shall be discharged solely out of the assets of that fund. Subject to any restrictions on the eligibility of investors for a particular share class, a shareholder in the Fund may be able at any time to switch all or some of his/her shares in another class or fund in the Company. Irish tax legislation may have an impact on the personal tax position of the investor. Please refer to the "Taxation" section in the Prospectus. NEF Funds (Ireland) Management Limited, as manager of the Company, may be held liable solely on the basis of any statement contained in this document that is misleading, inaccurate or inconsistent with the relevant parts of the prospectus for the Company. The Company is authorised in Ireland and regulated by the Central Bank of Ireland. NEF Funds (Ireland) Management Limited is authorised in Ireland and regulated by the Central Bank of Ireland. This Key Investor Information is accurate as at 01 August 2014.
NEF Funds (Ireland) p.l.c. An open-ended umbrella investment company with variable capital and segregated liability between sub-funds incorporated with limited liability in Ireland under the Companies Acts 1963 to 2013 with registration number 512989 SUPPLEMENT NEF European Financials Fund PROMOTER: NEF Kapitalforvaltning AS Dated 1 August, 2014 M-4391839-6
1. IMPORTANT INFORMATION The Directors (whose names appear under the heading Management of the Company Directors of the Company in the Prospectus), accept responsibility for the information contained in this Supplement and the Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement and in the Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. This Supplement contains information relating specifically to the NEF European Financials Fund (the Fund ), a sub-fund of NEF UCITS Funds p.l.c. (the Company ), an open-ended umbrella fund with segregated liability between sub-funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in the context of and in conjunction with the Prospectus for the Company dated 1 August, 2014 (the Prospectus ). As the price of Shares in each Fund may fall as well as rise, the Company shall not be a suitable investment for an investor who cannot sustain a loss on their investment. Profile of a typical investor A typical investor will be seeking to achieve a return on their investment in the medium to long term. The Fund may invest in FDI for investment purposes and for hedging and efficient portfolio management purposes. (See Borrowing and Leverage; Leverage below for details of the leverage effect of investing in FDI). Investors should note that the Fund will invest principally in FDI. This may expose the Fund to particular risks involving derivatives. Please refer to "Derivatives Risk" in the section of the Prospectus entitled "Risk Factors." 2
2. DEFINITIONS Base Currency means Norwegian Krone (NK); Business Day means any day (other than a Saturday or Sunday) on which commercial banks are open for business in Oslo and Dublin and/or such other day or days as may be determined by the Directors from time to time and as notified to Shareholders in advance; Dealing Day means the 14 th calendar day (or the first Business Day thereafter if the 14th calendar day does not fall on a Business Day) and the last Business Day of each Month and/or such other day or days as the Directors may in their absolute discretion determine and notify in advance to Shareholders provided that there shall be at least two Dealing Days in each Month (with at least one Dealing Day per two week period); Dealing Deadline means 10.00 am (Irish time) on the Business Day immediately preceding the relevant Dealing Day, or such other time for the relevant Dealing Day as may be determined by Directors and notified in advance to Shareholders provided always that the Dealing Deadline is no later than the Valuation Point; Minimum Fund Size means 5,000,000 or such other amount as the Directors may in their absolute discretion determine; OTC means over-the-counter; Settlement Date means, in respect of subscriptions and redemptions, the date outlined in the section entitled Key Information for Buying and Selling Shares below; Valuation Point means the close of business in the relevant market where assets are listed or traded on the relevant Dealing Day by reference to which the Net Asset Value per Share of the Fund is determined provided such point will in no case precede the close of business in the relevant market that closes first on the relevant Dealing Day. All other defined terms used in this Supplement shall have the same meaning as in the Prospectus. 3
3. INFORMATION ON THE FUND 3.1 Investment Objective, Investment Policies and Investment Strategy 3.1.1 Investment Objective: The investment objective is to seek to achieve long-term positive returns by combining long term investments and opportunistic short term trading. There can be no assurance that the Fund will achieve its investment objective. 3.1.2 Investment Policies: The Fund shall seek to achieve its investment objective by investing in a broad range of instruments (as set out below) or taking exposure to them (both long and short) indirectly through the use of FDI (exchange traded or over-the-counter). The Fund is not constrained in terms of the level of exposure to the various types of instruments referred to below, so could potentially be fully directly invested in these instruments or fully indirectly invested through the use of FDI at any one time. The Fund will invest primarily in equities and equity-related securities such as common stock, preferred stock and securities convertible into or exchangeable for such equities, all of which will generally be listed or traded on a market or exchange set out in Appendix II of the Prospectus and which will have a focus on companies within the European financial industry sector. It is noted that the Fund is not constrained in terms of the level of exposure to the various types of instruments referred to above, so could potentially be fully exposed to one such type of instrument. It is further noted that, while the Fund will invest primarily in equities and equity-related securities, the Fund may also invest on an ancillary basis in fixed income instruments such as sovereign, corporate or government bonds which may be fixed or floating rate, investment grade and non-investment grade bonds (up to a maximum of 30% the Net Asset Value of the Fund) which, with the exception of permitted investments in unlisted securities, are admitted to listing or traded on the markets and exchanges set out in Appendix II of the Prospectus. The Fund may employ investment techniques and FDI for efficient portfolio management and/or investment purposes. The Fund may invest in or use for investment purposes the following FDI: swaps, options, forwards, futures and contracts for difference. See Use of Derivatives below for a description of the FDI. The Fund may (but is not obliged to) enter into certain currency related transactions (through the use of FDI as disclosed in the "Use of Derivatives " section) in order to hedge the currency exposure of the Classes denominated in a currency other than the Base Currency, as described under the heading Hedged Classes in the Prospectus. FDI may be used to create short positions so as to benefit from falling prices, without the Fund having any corresponding or related long position. In particular, FDI may be utilised to obtain short exposures to the asset classes described above. 100% of the Fund's positions may be long or short at any one time. The Fund may also, pending reinvestment, or if this is considered appropriate to the investment objective, invest on a short term basis in cash, cash equivalents and money market instruments (including, but not limited to, cash deposits, commercial paper and certificates of deposit), or collective investment schemes which have similar investment objectives to that of the Fund. Any investment in collective investment schemes shall not exceed in aggregate 10% of the Net Asset Value of the Fund. The Fund will only invest in non-ucits collective investment schemes that satisfy the conditions as set out in the Central Bank's Guidance Note 2/03. The Fund may invest across a range of economic sectors but will focus on the European financial industry sector including (but not limited to) banks, credit institutions, insurance companies, debt collection 4
agencies etc. The Fund is not subject to any market capitalisation constraints on target investments, but will generally seek to invest in companies with a market capitalisation in excess of EUR 100 million. In addition, in determining the Fund s asset allocation among the instruments described above, the Investment Manager's research driven investment strategy will have regard to long-term capital market assumptions and it's short to medium term views on the relative attractiveness of the various asset classes. 3.2 Use of Derivatives The Fund may invest in or use FDI, as disclosed in the section Investment Policies above. The underlyings of the FDI used will relate to those instruments that are referred to in the section Investment Policies also. Use of FDI for investment purposes Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, or instrument) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. The commercial purpose of futures contracts can be to allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Using futures to achieve a particular strategy instead of using the underlying or related security frequently results in lower transaction costs being incurred. Foreign exchange futures, stock futures, interest rate futures and equity index futures will be utilised by the Fund to hedge against the movements of the interest rate, foreign exchange and equity markets to gain synthetic exposure to such markets instead of investing directly in physical securities. Options An option is a contract which gives the contract buyer the right, but not the obligation, to exercise a feature of the option, such as buying a specified quantity of a particular product, asset or financial instrument, on, or up to and including, a future date (the exercise date). The 'writer' (seller) has the obligation to honour the specified feature of the contract. Since the option gives the buyer a right and the seller an obligation, the buyer pays the seller a premium. Put options are contracts that give the option buyer the right to sell to the seller of the option the underlying product or financial instrument at a specified price on, or before, the exercise date. Call options are contracts that give the option buyer the right to buy from the seller of the option the underlying product or financial instrument at a specified price on, or before, the exercise date. Options may also be cash settled. The commercial purpose of options can be to hedge against the movements of a particular market or financial instrument, including futures, or to gain exposure to a particular market or financial instrument instead of using a physical security. The Fund may buy or sell (write) exchange-traded or OTC put and call options whose underlyings are relevant assets, instruments or indices in respect of the investment policy of the Fund. Foreign exchange options, options on currencies, options on currency futures, stock options, interest rate options and equity index options will be utilised by the Fund to hedge against the movements of foreign exchange and equity markets to gain synthetic exposure to such markets instead of investing directly in physical securities. Swaps Generally, a swap is a contractual agreement between two counterparties in which the cash flows from two reference assets are exchanged as they are received for a predetermined time period, with the terms 5
initially set so that the present value of the swap is zero. Swaps may extend over substantial periods of time, and typically call for the making of payments on a periodic basis. In most swap contracts, the notional principal of the swap is not exchanged but is used to calculate the periodic payments. Swaps are usually traded OTC. Swaps may be used to exchange future payments in one currency for payments in another currency in order to transform the currency denomination of assets and liabilities (for example interest rate swaps and currency swaps) or to secure a profit or avoid a loss by reference to fluctuations in the value or price of an asset of any description or other factor designated for that purpose in the contract (for example, equity swaps). Interest rate swaps, index swaps and equity swaps will be utilised by the Fund to hedge against the movements of the interest rate and equity markets to gain synthetic exposure to such markets instead of investing directly in physical securities. Forwards A forward contract locks in the price at which an index or asset may be purchased or sold on a future date. In forward foreign exchange contracts, the contract holders are obligated to buy or sell from another a specified amount of one currency at a specified price (exchange rate) with another currency on a specified future date. Forward contracts cannot be transferred but they can be closed out by entering into a reverse contract. The commercial purpose of a forward foreign exchange contract may include, but is not limited to, altering the currency exposure of securities held, hedging against exchange risks, increasing exposure to a currency, and shifting exposure to currency fluctuations from one currency to another. Forward foreign exchange contracts are specifically useful and may be used for the hedging in connection with hedged currency classes of shares (for example currency forwards). Contracts for Difference Contracts for difference ( CFDs ) (also known as synthetic swaps) can be used to secure a profit or avoid a loss by reference to fluctuations in the value or price of equities or financial instruments or in an index of such equities or financial instruments. An equity CFD is a derivative instrument designed to replicate the economic performance and the cash flows of a conventional share investment. CFDs may be used either as a substitute for direct investment in the underlying security or as an alternative to and for the same purposes as futures and options, particularly in cases where there is no futures contract available in relation to a specific security, or where an index option or index future represents an inefficient method of gaining exposure because of pricing risk or the risk of delta or beta mismatches. CFDs enable profits to be made from falling values of the underlying asset without actually selling short any assets. Therefore, CFDs can be used for hedging purposes as well as for gaining positive exposure to the underlying instruments without the need for full capital expenditure. Repurchase/Reverse Repurchase Agreements and Securities Lending Subject to the conditions and limits set out in the Central Bank's Notices, the Fund may use repurchase agreements, reverse repurchase agreements and/or securities lending agreements for efficient portfolio management purposes only. Repurchase agreements are transactions in which one party sells a security to the other party with a simultaneous agreement to repurchase the security at a fixed future date at a stipulated price reflecting a market rate of interest unrelated to the coupon rate of the securities. A reverse repurchase agreement is a transaction whereby a Fund purchases securities from a counterparty and simultaneously commits to resell the securities to the counterparty at an agreed upon date and price. Please refer to the section of the Prospectus entitled Efficient Portfolio Management for further details. Collateral or margin may be passed by the Fund to a counterparty or broker in respect of OTC FDI transaction. 6
The use of FDI and efficient portfolio management techniques for the purposes outlined above will expose the Fund to the risks disclosed under the section of the Prospectus entitled Risk Factors. Use of FDI for hedging and efficient portfolio management purposes Swaps Exchange rate and interest rate swaps may be used in order to protect the Fund against foreign exchange rate or to hedge interest rate risks, for example, by hedging the currency exposure or interest rate exposure of the assets of the Fund, attributable to a particular Class into the currency of denomination of the relevant class, for the purposes of efficient portfolio management. Forward Currency Contracts The Fund may enter into forward currency contracts to purchase or sell a specific currency at a future date at a price set at the time of the contract for hedging or efficient portfolio management purposes. Foreign currency forwards may be used for the purpose of hedging foreign exchange risk arising from the denomination of an asset in a currency other than the Fund s base currency. The use of FDI for the purposes outlined above will expose the Fund to the risks disclosed under the section of the Prospectus entitled Risk Factors. 3.3 Borrowing and Leverage 3.3.1 Borrowing The Company may only borrow on a temporary basis for the account of the Fund and the aggregate amount of such borrowings may not exceed 10% of the Net Asset Value of the Fund. In accordance with the provisions of the Regulations, the Company may charge the assets of the Fund as security for borrowings of the Fund. 3.3.2 Leverage The Fund may utilise FDI as referred to in the section headed Use of Derivatives above. Global exposure and leverage as a result of its investment in FDI as described above shall not exceed 100% of the Net Asset Value of the Fund. Global exposure will be measured using the commitment approach. The Company on behalf of the Fund has filed with the Central Bank its risk management process which enables it to accurately measure, monitor and manage the various risks associated with the use of FDI. Any FDI not included in the risk management process will not be utilised until such time as a revised submission has been provided to the Central Bank. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments. 3.4 Investment Restrictions Investors must note that the Company and the Fund adheres to the restrictions and requirements set out under the Regulations, as may be amended from time to time. These are set out in Appendix I to the Prospectus. In accordance with the requirements of the Central Bank, the Fund will apply for a derogation from some of the investment restrictions for six months following the date of the first issue of Shares of the Fund pursuant to the Regulations but will observe the principle of risk spreading. 7
3.5 Cross Investing Subject to the requirements of the Central Bank, the Fund may invest in the other Funds of the Company where such investment is appropriate to the investment objective and policies of the Fund. Any commission received by the Investment Manager in respect of such investment will be paid into the assets of the Fund. In addition, no Preliminary Charge, Repurchase Charge or Exchange Charge may be charged on the cross-investing Fund s investment. In order to avoid double-charging of management and/or performance fees, the Fund may not be charged an Investment Management Fee or performance fee in respect of that part of its assets invested in other Funds of the Company unless such investment in another Fund is made into a Class of Shares that does not attract any Investment Management Fee or performance fee. Investment may not be made by the Fund in a Fund which itself cross-invests in another Fund within the Company. 3.6 Risk Factors 3.6.1. General Investors should read and consider the section of the Prospectus entitled Risk Factors before investing in the Fund. However, not all of the risks disclosed in the "Risk Factors" section of the Prospectus will be material to an investment in this particular Fund. As the Fund's investment focus is on replicating the performance of the Index, the following sub-sections shall be relevant: The general risks disclosed in section 4.1 of the Prospectus. The following investment risks disclosed in section 4.2 of the Prospectus: Index risks must be modified 4.2.1 General Investment Risk 4.2.9 Credit Risk 4.2.10 Changes in Interest Rates Risk 4.2.11 Currency Risk 4.2.12 Derivatives Risk 4.2.14 Exchange Control and Repatriation Risk 4.2.15 Investing in Fixed Income Securities Risk 4.2.16 Leverage Risk 4.2.17 Liquidity Risk 4.2.18 Market Capitalisation Risk 4.2.19 No Secondary Market Risk 4.2.20 Recent Developments in Financial Markets Risk 4.2.21 Repurchase Risk 4.2.22 Securities Lending Risk 4.2.23 Sovereign Debt Risk The following accounting, legal, operational, valuation and tax risks disclosed in section 4.3 of the Prospectus: 4.3.1 Accounting, Auditing and Financial Reporting Standards 4.3.2 Amortised Cost Method 4.3.3 Dependence on Key Personnel 4.3.4 Financial Markets and Regulatory Change 4.3.5 Investment Manager Valuation Risk 4.3.6 Lack of Operating History 4.3.7 Paying Agent Risk 4.3.8 Segregated Liability 4.3.9 Valuation Risk 4.3.10 Tax Risks The risks described in the Prospectus and this Supplement should not be considered to be an exhaustive 8
list of the risks which potential investors should consider before investing in the Fund. Potential investors should be aware that an investment in the Fund may be exposed to other risks from time to time. 3.7 Key Information for Buying and Selling Shares Class A Shares may be offered to the retail sector and may be purchased by any individual or institutional investor or distributor, Paying Agent, broker or other financial intermediary. Class Initial Offer Period* A Currently open and will closed at 5.00pm (Irish time) on 30 January, 2015* Initial Issue Minimum Initial Price Investment Amount** NOK 1,000 NOK 1,000 *The Initial Offer Period may be shortened or extended by the Directors. The Central Bank will be notified in advance of any such shortening or extension if subscriptions for Shares have been received and otherwise shall be notified subsequently, on an annual basis. ** The Manager reserves the right from time to time to waive any requirements relating to the Minimum Initial Investment Amount as and when it determines at its reasonable discretion. The Company may (but is not obliged to) enter into certain currency related transactions (through the use of FDI as disclosed above in section 3.2. entitled Use of Derivatives ) in order to hedge the currency exposure of any Classes denominated in a currency other than the Base Currency, as described under the heading Hedged Classes in the Prospectus. Applications received after the Dealing Deadline for the relevant Dealing Day shall be deemed to have been received by the next Dealing Deadline, save in exceptional circumstances where the Directors may in their absolute discretion (reasons to be documented) determine and provided the Applications are received before the Valuation Point for the relevant Dealing Day. Repurchase requests received after the Dealing Deadline shall be treated as having been received by the following Dealing Deadline, save in exceptional circumstances where the Directors may in their absolute discretion (reasons to be documented) determine and provided they are received before the Valuation Point for the relevant Dealing Day. Subscription monies should be paid to the account specified in the Application Form (or such other account specified by the Administrator) so as to be received in cleared funds by no later than three (3) Business Days after the relevant Dealing Day. If payment in full and/or a properly completed Application Form have not been received by the relevant times stipulated above, the application may be refused. Payment of Repurchase Proceeds will normally be made by electronic transfer to the account of the redeeming Shareholder at the risk and expense of the Shareholder within three (3) Business Days of the relevant Dealing Day and, in all cases, will be paid within ten (10) Business Days of the Dealing Deadline for the relevant Dealing Day, provided that all the required documentation has been furnished to and received by the Administrator. Additional Classes in respect of the Fund may be established by the Directors and will be created in accordance with the requirements of the Central Bank. 3.8 Dividend Policy The Fund intends to distribute dividends to the Shareholders. The Directors will declare an annual dividend that reflects net income. Dividends will be distributed as cash payments. 9
If the Directors proposed to change the dividend policy at any time in the future, full details of the revised dividend policy will be disclosed in an updated Supplement and will be notified to Shareholders in advance. 3.9 Fees and Expenses The following fees and expenses will be incurred by the Company on behalf of the Fund and will affect the Net Asset Value of the relevant Share Class of the Fund. Class A Management Fee 0.50% Investment Management Fee 1.00% Administrator Fee Up to 0.14% Custodian Fee Up to 0.03% Performance Fee 20% of net profits above NIBOR+3% Preliminary Charge 5% (to be applied as a preliminary once-off charge) Repurchase Charge Up to 3% Exchange Charge Up to 3% The Manager shall be entitled to a maximum annual Management Fee equal to a percentage of the Net Asset Value of the relevant Class as outlined in the table above. Such fee shall be calculated and accrued at each Valuation Point and payable monthly in arrears. Performance Fee The Investment Manager will also be entitled to receive a performance-based fee out of the assets of the Fund (the Performance Fee ), being a percentage of the appreciation of the Net Asset Value of the Shares of the relevant Class (see the performance fee contained in the table above), subject to a high water mark as outlined below, and calculated and accrued at each Valuation Point and paid quarterly in arrears at the end of each calendar quarter (the Performance Period ) or, if earlier, (i) as of each Dealing Day with respect to the Shares redeemed by redeeming Shareholders, (ii) in the Directors sole discretion, as of the effective date of a transfer of Shares with respect to the Shares transferred, or (iii) as of the date of the termination of the appointment of the Investment Manager, in each case with respect to the period ending on such date. The first Performance Period will be the period commencing on the Business Day which immediately follows the closing of the Initial Offer Period in respect of the relevant Class of Shares and ending three-months later (on the last Business Day of the relevant Month) and the Initial Issue Price will be taken as the starting price for the calculation of the Performance Fee (i.e. the Performance Fee will only be paid on the subsequent outperformance by the Net Asset Value per Share of the Initial Issue Price). For further details, see section entitled High Water Mark below. All fees and expenses (except the Performance Fee) that have been accrued or paid (but not previously accrued) for a given period will be deducted prior to calculating the Performance Fees for such period, including, without limitation, the Investment Management Fee. The Investment Manager may from time to time at its sole discretion and out of its own resources decide to rebate to intermediaries and/or Shareholders part or all of its Investment Management Fee and/or Performance Fee. Any such rebates may be applied in paying up additional Shares to be issued to the Shareholder, or may (at the discretion of the Investment Manager) be paid in cash. The Performance Fee is based on net realised and net unrealised gains and losses as at the end of each Performance Period and, as a result, the Performance Fee may be paid on unrealised gains which may subsequently never be realised. The Performance Fee in respect of each Calculation Period will be calculated by reference to the Net 10
Asset Value before deduction for any accrued Performance Fee. If the Investment Management Agreement is terminated during a Calculation Period, the Performance Fee in respect of the then current Calculation Period will be calculated and paid as though the date of termination were the end of the relevant Calculation Period. The "New Net Appreciation" shall equal the amount, if any, by which the Net Asset Value of the relevant Class (prior to any deduction for accrued Performance Fee payable in respect of the period) as of the end of the relevant Calculation Period exceeds the High Water Mark (as defined below). The "High Water Mark" is the greater of: (a) (b) the Net Asset Value of the relevant Class as of the end of the most recent Calculation Period in respect of which a Performance Fee was paid in respect of such relevant Class (after the deduction for the Performance Fee then paid). The Net Asset Value referred to in the previous sentence shall be increased when additional Subscriptions are made to the relevant Class, by an amount equal to such Subscriptions and shall be reduced proportionately whenever Redemptions are made from the relevant Class by being multiplied by the fraction, the numerator of which is the Net Asset Value of the relevant Class immediately after, and the denominator of which is the Net Asset Value of the relevant Class immediately prior to, any such redemption (the Net Asset Value of the relevant Class in each case to be calculated prior to deduction for any accrued Performance Fee); or if no Performance Fee has ever been paid, then the initial capital of the relevant Class immediately following the close of the Initial Offer Period. For the avoidance of doubt, a Performance Fee is only payable where the Net Asset Value of the relevant class exceeds the High Water Mark. The Performance Fee will be calculated by the Administrator and verified by the Custodian prior to payment. 3.10 Other Fees and Expenses This section should be read in conjunction with the section entitled Fees and Expenses in the Prospectus. 3.10.1 Anti-Dilution Levy The Directors reserve the right to impose an Anti-Dilution Levy in the case of net subscriptions and/or net repurchases on a transaction basis as a percentage adjustment (to be communicated to the Administrator) on the value of the relevant subscription/repurchase calculated for the purposes of determining a subscription price or repurchase price to reflect the impact of duties and charges and other dealing costs relating to the acquisition or disposal of assets and to preserve the value of the underlying assets of the Fund where they consider such a provision to be in the best interests of a Fund. Such amount will be added to the price at which Shares will be issued in the case of net subscription requests and deducted from the price at which Shares will be repurchased in the case of net repurchase requests. Any such sum will be paid into the account of the Fund. 3.10.2 Establishment Expenses The organisational and establishment expenses relating to the creation of the Fund are estimated not to exceed 50 000 shall be borne by the Company and amortised over the first five Accounting Periods of the Fund's operation or such other period as the Directors may determine and in such manner as the Directors, in their absolute discretion, deem fair. 3.11 Miscellaneous 11
There are currently three other Funds of the Company in existence, namely the NEF Nordic Power Index Fund, the NEF Blue Mountain (Global Markets Trend Index) Fund and the NEF Resources Fund. All Shares in the NEF Nordic Power Index Fund and the NEF Blue Mountain (Global Markets Trend Index) Fund have been redeemed and they have been closed and are no longer available for investment. The Company intends to apply to the Central Bank to revoke the approval of the NEF Nordic Power Index Fund and the NEF Blue Mountain (Global Markets Trend Index) Fund following final disbursement of their assets. Additional Funds may be added in the future with the prior approval of the Central Bank. 12