PROSPECTUS Candriam Risk Arbitrage

PROSPECTUS Candriam Risk Arbitrage March 2014

UCITS complying with European standards I. GENERAL CHARACTERISTICS Name: Candriam Risk Arbitrage Legal form of the UCITS: Fonds Commun de Placement (FCP) under French law. Creation date and anticipated term: Created on 29.03.96 for a term of 99 years. Description ISIN code Allocation of the distributable sums Currency denomination Minimum minimum initial subscription (*) Minimum subsequent subscriptions Initial net asset value C units FR0000438707 Capitalisation EUR Nil Nil EUR 15,244.90 N units FR0010988055 Capitalisation EUR Nil Nil EUR 1,000.00 Type of subscriber All subscribers Distributors approved by Candriam Place where latest annual and interim reports can be obtained The latest annual and interim reports will be sent out within a week if requested by the holder from the management company. CANDRIAM France 40 rue Washington 75008 PARIS Tel: 01.53.93.40.00 www.candriam.com e-mail: investor.support@candriam.com Any additional information can be obtained from the management company at the address stated above. Place where latest voting policy can be obtained The voting policy document and report on the conditions under which voting rights have been exercised may be consulted at the management company s registered office, and will be sent out on receipt of a request from any unitholder addressed to the: CANDRIAM France 40 rue Washington 75008 PARIS Tel: 01.53.93.40.00 Web site: www.candriam.com E-Mail: investor.support@candriam.com Candriam Risk Arbitrage Publication date:13/03/2014 2

II. PLAYERS Management Company: CANDRIAM France Authorised on 19 March 2003 under number GP 03007 Registered office and postal address: 40 rue Washington 75008 PARIS Custodian depository: RBC INVESTOR SERVICES BANK FRANCE Registered office and postal address: Auditors: DELOITTE et Associés Registered office and postal address: Signatory: Delegates: Fund administration and accounting: RBC INVESTOR SERVICES FRANCE Registered office and postal address: The fund's liabilities are managed by: RBC INVESTOR SERVICES FRANCE Registered office and postal address: Distributors: CANDRIAM France Registered office and postal address: 105 rue Réaumur 75002 PARIS 185 avenue Charles De Gaulle 92200 NEUILLY SUR SEINE Mr Gérard Vincent-Genod 105 rue Réaumur 75002 PARIS 105 rue Réaumur 75002 PARIS 40 rue Washington 75008 PARIS Candriam France Dexia Asset Management may delegate the marketing of Fund units to any third party duly authorised by it. As the fund is admitted to Euroclear France, its units may be purchased or redeemed from financial intermediaries that are not known to the Management Company. Advisers: Nil. Candriam Risk Arbitrage Publication date:13/03/2014 3

III. OPERATING AND MANAGEMENT PROCEDURES 1. GENERAL CHARACTERISTICS Rights attached to the units: Each unitholder has a right of co-ownership rights to the fund s assets in proportion to the number of units held. Entry in a register or note on liabilities holding arrangements : The custodian is responsible for liability accounting. Euroclear France is responsible for the administration of the units. Voting rights : As the units of an FCP do not carry any voting rights, the decisions are made by the management company. Form of the units: bearer shares. Decimalisation: Yes, each unit is divided into thousandths. Closing date : Last net asset value in December. Information on the tax regime: The fund is not liable for corporate income tax. In accordance with the transparency principle, the tax authorities take the view that the holder is the direct holder of a fraction of the financial instruments and cash sums held by the Fund. The tax regime applicable to the sums distributed by the fund or to the unrealised or realised capital gains or losses of the Fund depends on the taxation provisions applicable to the investor and/or the fund jurisdiction. Investors are recommended to consult an adviser on this matter. Category : Diversified. 2. SPECIFIC PROVISIONS Management objective: The fund s objective is to seek to outperform the capitalised EONIA over the minimum recommended investment period. Benchmark index: The EONIA (Euro Overnight Index Average) index is the average of the day-to-day interest rates in the Eurozone. It is calculated by the European Central Bank and represents the risk-free interest rate in the Eurozone. It is available from the www.euribor.orgwebsite. Investment strategy: Strategies used: The Fund s management strategy aims to outperform the EONIA over the recommended investment period, mainly through the use of arbitrage strategies in so-called special situations, primarily involving European and North American equities. The Fund s risk management approach aims to limit volatility (to less than 5%). The management of the portfolio revolves around the following two points: - Dynamic strategy, - Portfolio fund management strategy 1. Dynamic strategy The investment strategy is an alternative management strategy referred to as special situations. According to this methodology, the main investment parameter is whether or not any event occurs that is likely to create a discontinuity in the price of a given asset. The fund invests in all geographical regions, but mainly in Europe and North America. The assets considered are mainly equities, but may also include convertible bonds and/or derivatives. Each special situation will be analysed so as to identify the investment opportunity offering the optimum risk/return ratio in relation to that special situation in the portfolio, irrespective of the sector. These special situations consist of any type of event that may create discontinuity in the price of an asset. The Fund will be invested mainly in the declared cash or share tender offers segment: the strategy for this segment consists in buying or selling the selected assets of companies involved in a cash or share tender offer transaction in order to speculate on whether the transaction will go ahead. The main risk here is whether or not the transaction will be completed. This strategy may be implemented, for example, by buying or selling shares in the companies involved in a transaction. Mergers and acquisitions impact on all asset classes, making it possible to speculate on their completion via products other than equities. Candriam Risk Arbitrage Publication date:13/03/2014 4

To a lesser extent, other special situations could be presented such as demergers, changes in share ownership, changes in capital structure, management and strategy changes etc. Regulatory events are also considered, as are any developments within a sector which would result in a new strategic positioning of the players in that sector. The list of special situations is not exhaustive: any event likely to create discontinuity in the price of an asset is a special situation. This strategy consists in buying or selling a security in order to speculate on an event, while hedging systemic market risk in the most appropriate way (for example, if the situation one wishes to speculate on consists in buying a security, the market risk could be hedged by selling another equity in the same sector, or by using derivatives). Exposure to any given event may be achieved by means of either securities or forward financial instruments. Investment opportunities may be identified at two levels: (i) By monitoring all equity financing operations announced or under consideration; (ii) By monitoring sectors and companies using a theme-based approach (regulatory changes, changes in share ownership, balance sheet restructuring, etc.) in order to identify opportunities ahead of announcements The selection of positions is discretionary. It is based on an analysis aimed at determining the risk/return ratio of each situation: the positions offering the best risk/return ratio in the line with the objective of the fund and fulfilling the overall portfolio risk criteria are then entered in the portfolio. The quantification of the risk/return ratio requires a detailed examination of the probability of success of the special situation under consideration. Lastly, before a position is added to the portfolio, the management team will endeavour to identify all the risks associated with that position, the extent to which these risks are compatible with the portfolio and the risks to be hedged where necessary. 2. Portfolio fund strategy This strategy consists of constructing a diversified portfolio invested in securities issued by private issuers (corporate debt and securities issued by financial institutions), Government bonds and other French and foreign money market instruments with a short-term rating of at least A-2, when acquired, (or equivalent) by a ratings agency. The fund may also make use of efficient portfolio management techniques as described below. This part of the portfolio will represent between 0 and 100% of the fund s net assets. Instruments used: 1. Shares These are mainly equities traded on regulated European and/or North American markets. Investments will essentially be in large and mid cap securities. The asset manager, however, reserves the right to invest up to 20% of net assets in small-cap securities. 2. Debt securities and money market instruments These are mainly bonds and negotiable debt securities, including commercial paper, of all types of issuers with a short-term rating of at least A-2, when acquired, (or equivalent) from one of the ratings agencies. This part of the portfolio represents between 0 and 100% of the fund s net assets. 3. Shares or units in UCI In compliance with the applicable laws, the fund may invest up to 10% of its assets in: - units or shares in European UCITS which do not hold more than 10% of UCI units; - units or shares of European AIF or foreign investment funds which do not hold more than 10% of UCI units or of foreign investment funds and which meet the 3 other criteria of the Code Monétaire et Financier. Within this limit, the Fund may invest in ETFs (Exchange Traded Funds) traded on regulated markets. The UCI will be managed by Candriam or by an external management company. Investment will be for the purpose of diversifying the portfolio and optimising performance. 4. Other assets The fund may invest up to 10% of its assets in eligible financial securities or money market instruments not traded on a regulated market. 5. Derivative financial instruments: limited by the VaR of the Fund Type of derivative instruments For the purpose of efficiently managing the portfolio, the fund may make use of derivative products such as swaps, futures, options and CDS arising notably from equity, interest rate and foreign exchange risk. The fund may also make use of total return swaps or other derivative financial instruments which have the same characteristics, for example, certificates for differences, for the purpose of (buying or selling) exposure, hedging or arbitration. The underlying instruments to these operations may be either individual securities, financial indices (equities, indices, volatility etc) in which the fund may invest in accordance with its investment objectives. These derivatives may be traded on regulated or over-the-counter markets. Candriam Risk Arbitrage Publication date:13/03/2014 5

Authorised counterparties. In over-the-counter operations, the counterparties to these operations, when the transactions are initiated have a minimum rating of BBB-/Baa3 or equivalent from at least one recognised ratings agency, and are approved by the management company's Risk Management department. Additional information on the one or more counterparties to the transactions is shown in the fund's annual report. Financial guarantees: Some over-the-counter transactions are covered by a collateralisation policy. This policy consists in making margin calls in cash in the currency of the fund in order to hedge the latent result of the transaction according to trigger thresholds. CFD are generally subject also to initial cash collateral of an average of 10%. Total risk: total risk is calculated as the absolute VaR. The absolute VaR corresponds to the potential loss in 99% of cases over a period of 20 business days under normal market conditions. The VaR level will be less than 20%. 6. Deposits The asset manager may make use of cash deposits representing up to 100% of its assets for cash management purposes. 7. Cash borrowing: between 0% and 10% The fund may temporarily register a debit balance as a result of transactions related to cash flow (investments and divestments in progress, subscription/redemption and purchase/sale transactions, etc.), within a limit of 10% of the assets. 8. Efficient portfolio management technique: between 0% and 100% The fund has the option of using efficient portfolio management techniques, namely repurchase and reverse repurchase agreements and securities lending/borrowing, in connection with its cash management. The risks associated with efficient portfolio management techniques are counterparty risk, delivery risk and conflict of interest risk, as described below. 8.1 Measures to limit the risks associated with efficient portfolio management techniques 8.1.1 Measures to limit counterparty and delivery risk Selection of counterparties The counterparties to these transactions are approved by the management company's Risk Management department and, when the transactions are initiated, have a minimum rating of BBB-/Baa3 from at least one recognised rating agency. Financial guarantees In order to reduce counterparty risk, the transactions are covered by a financial guarantee made up of highly liquid securities, as authorised by the applicable regulations. The guarantee is deposited in favour of the fund before or at the same time as the assets loaned or transferred are delivered. The Risk Management department of the management company has devised a collateral policy covering OTC derivatives and efficient portfolio management techniques. Accordingly the Risk Management department validates the eligibility criteria for guarantees beforehand (such as, for example, the types of instruments/cash and eligible currencies, the minimum rating for bonds (BBB- from at least one agency when the transaction is initiated), the rules for diversifying countries and issuers, the minimum size and the maximum share of the issue and/or stock market capitalisation, etc.). Discount levels may be determined on the basis of the volatility and credit quality of the guarantees. Adjustment mechanisms (margin calls) are in place. In the event of materialisation of the counterparty risk, the fund could end up owning the financial guarantee received. If the Fund may dispose of such guarantee at a value corresponding to the value of the loan/assets transferred, it would not bear negative financial consequences. Otherwise (if the value of assets received as a guarantee fell below the value of the assets loaned/transferred before they could be sold), it would incur a loss equal to the difference between the value of the assets loaned/transferred and the value of the guarantee once it is liquidated. The use of efficient portfolio management techniques does not change the fund's overall risk profile. Restrictions on reinvestment of financial guarantees received Non-cash financial guarantees may not be sold or reinvested or pledged. Candriam Risk Arbitrage Publication date:13/03/2014 6

8.1.2 Measures taken to reduce the risk of conflicts of interest To mitigate the risk of a conflict of interest, the Management Company has established a process for selecting and monitoring counterparties through committees organized by Risk Management. In addition, the remuneration of these transactions is in line with market practices in order to avoid any conflict of interest. 8.2 Periodic investor information Further information on the conditions of application of these efficient portfolio management techniques are given in the annual and semi-annual reports. The methods for calculating and sharing the fees from this activity are described in the Fees and charges section below. Agreements constituting financial guarantees: Cash overdraft: By way of security against the cash overdraft facility granted by the custodian bank or institution, the fund grants the latter a financial guarantee in the simplified form set down in the provisions of articles L.413-7 and thereafter of the Code Monétaire et Financier. Candriam Risk Arbitrage Publication date:13/03/2014 7

TABLE OF DERIVATIVE INSTRUMENTS AND SECURITIES INCLUDING DERIVATIVES TYPE OF MARKET TYPE OF RISK TYPE OF USE Regulated and/or organised markets OTC markets Equities Interest rates Foreign exchange Credit Other risk(s) Hedging Exposure Futures in Shares x x x x x x Rate x x x x Foreign exchange x x x x Indices x x x x x Volatility x x x x x Options in Shares x x x x x x x Indices x x x x x x x Swaps Shares x x x x x Rate x x x Foreign exchange x x x Indices x x x x Volatility x x x x Forward foreign exchange Currency(-ies) x x x Credit derivatives Credit Default Swaps (CDS) x x x itraxx x x x Warrants in Shares x x x x x x Subscription warrants Shares x x x x x x Candriam Risk Arbitrage Publication date:13/03/2014 8

Risk profile: Your money will be mainly invested in the financial instruments selected by the management company. These instruments will be subject to market trends and uncertainties. The fund may be exposed to the following principal types of risks: Risk of loss of capital: Investors are advised that the capital they invest is not guaranteed and they may therefore not get back the full amount invested. Risk arising from cash and share tender offers: The cancellation of a tender offer, the extension of deadlines or unfavourable changes in the offer terms can significantly increase the volatility of the companies concerned. The occurrence of these events may cause the net asset value of the UCITS to fall. Risk arising from arbitrage: Arbitrage is a technique which consists in benefiting from the differences in prices recorded (or anticipated) between markets and/or sectors and/or securities and/or currencies and/or instruments. If these arbitrage transactions perform unfavourably (a rise in selling transactions and/or fall in buying transactions), the net asset value of the UCITS may fall. Equity risk: This is the risk of an upward moment for short positions and a downward movement for long positions of equities and/or indices, relating to the investment and/or the exposure of the portfolio to equities or indices. An equities and/or indices variation in the reverse direction to the positions could lead to the risk of losses and may cause the net asset value of the fund to fall. Since the fund may be exposed on an ancillary basis to small- and mid-cap stocks, which are generally more volatile than largecaps, its net asset value may follow the behaviour of these stocks. Since only a limited number of such securities are listed on the stock market, downward market movements tend to be quicker and more pronounced than for large-caps. This may lead to quicker and more significant falls in the net asset value of the UCITS. Risk arising from holding convertible bonds : The value of convertible bonds depends on a number of factors, including: interest rate levels, changes in credit spreads, changes in the price of the underlying equities, changes in the price of the derivative embedded in the convertible bond. These factors may cause the net asset value of the UCITS to fall. Interest rate risk: The fund may be up to 100% exposed to short-term interest rate risk via debt securities and money market instruments. Interest rate risk is the risk associated with a rise in interest rates, which can trigger a fall in the price of certain debt securities and money market instruments, and thereby a fall in the net asset value of the UCITS. Foreign exchange risk: The fund buys and sells securities denominated in currencies other than the fund s currency. Despite its policy of hedging the invested assets, the Fund may be adversely impacted by the foreign exchange market, affecting the gains generated between two hedging periods. This risk is a residual risk. Counterparty risk: This risk measures the losses incurred by the fund in respect of commitments entered into with a defaulting counterparty. Delivery risk: The fund may want to liquidate assets which are however subject to a transaction with a counterparty. The delivery risk is the risk that the counterparty, although contractually obliged, may not be able to return the assets quickly enough to allow the fund to honour their sale on the market. Risk of conflicts of interest: Selection of a counterparty based on reasons other than the sole interest and/or unequal treatment in the management of similar portfolios could be the main sources of conflicts of interest. Guarantee or protection: Nil Type of subscriber / profile of the typical investor : C unit All subscribers with no minimum initial subscription N units are for distributors approved beforehand by Dexia Asset Management with no minimum initial subscription. In view of the instruments and strategies used, Dexia Risk Arbitrage is aimed at investors who are aware of the risks arising from arbitrage strategies, and particularly those referred to as special situations, as well as investing in equity markets, and, accepting these risks, wish to achieve earnings on their invested capital over the recommended investment period. The amount it is reasonable to invest in this UCITS depends on the investor s personal circumstances. In order to determine this, you need to take account of your personal wealth/assets, your present requirements and in 18 month s time, but also whether you wish to take risks or, conversely, prefer to make a cautious investment. Investors are also strongly advised to diversify their investments sufficiently so as not to be exposed solely to the risks of this UCITS. The minimum recommended investment period is 18 months. Candriam Risk Arbitrage Publication date:13/03/2014 9

The fund units are not and will not be registered in the in accordance with the US Securities Act of 1933, as amended ("1933 Securities Act") and are not and will not be eligible under any law of the. These units may not be offered, sold or transferred to the (including its territories and possessions) or directly or indirectly benefit any US Person (as defined in Regulation S of the 1933 Securities Act and similar). In addition financial institutions which do not comply with the FATCA programme ("FATCA which stands for the US Foreign Account Tax Compliance Act ), as included in the Hiring Incentives to Restore Employment Act ( HIRE Act ), and its application measures, including the identical provisions adopted by partner countries which have signed an Intergovernmental Agreement with the United States, must expect to be forced to have their units redeemed when the programme is put in place. Methods for determining and allocating distributable sums: All the fund s distributable amounts are fully capitalised. Share or unit currencies: Description ISIN code Allocation of the distributable sums Currency denomination Minimum minimum initial subscription (*) Minimum subsequent subscriptions Initial net asset value C units FR0000438707 Capitalisation EUR Nil Nil EUR 15,244.90 I units FR0010988055 Capitalisation EUR Nil Nil EUR 1,000.00 Type of subscriber All subscribers Distributors approved by Candriam Subscription and redemption procedures : Subscription and redemption orders will be processed on the basis of the net asset value dated business day D. They must be received by the custodian on business day D before noon and will be settled on business day D+3. Subscriptions may relate to an amount, a whole number of units or a fraction of a unit, where each unit is divided into thousandths. Redemptions may relate to a whole number of units or a fraction of a unit, each unit being divided into thousandths. Subscription and redemption applications are centralised at RBC Investor Services Bank France, at the following address: RBC INVESTOR SERVICES BANK FRANCE Registered office and postal address: 105 rue Réaumur 75002 PARIS Frequency of net asset value calculation: Daily. On every trading day on the Paris Stock Exchange, except for French public holidays. Fees and charges: Subscription and redemption fees: Subscription and redemption fees will increase the subscription price paid by the investor or reduce the redemption price. The fees paid to the UCITS are used to offset the fees incurred by the UCITS in order to invest or divest the assets allocated. The fees not paid to the UCITS are paid to the management company, distributor etc. Maximum fees payable by the investor, deducted at the time of subscription and redemption* Subscription fee not paid to the UCI Subscription fee paid to the UCI Calculation basis NAV x number of units NAV x number of units Rate incl. taxes C units: 1,00 % N units: Zero Nil Redemption fee not paid to the UCI NAV x number of units C units: 1,00 % N units: Zero Redemption fee NAV x number of units Nil paid to the UCI * Exemption condition: subscription preceded by a redemption made on the same day for a same number of units, based on the same NAV and by the same holder. Candriam Risk Arbitrage Publication date:13/03/2014 10

Operating and management fees: These cover all the costs billed directly to the UCITS apart from the transaction fees. Transaction fees include intermediary fees (brokerage, stock exchange duties, etc.) and any transfer fees, where applicable, which may be collected notably by the custodian and the management company. In addition to the operating and management fees, there may be: - Outperformance fees. These are paid to the management company if the UCITS outperforms its objectives. They are therefore billed to the UCITS - Movement commissions billed to the UCITS Fees charged to the Fund Calculation basis Rate/amount incl. taxes Management fees and management fees external to the portfolio management company (ACC, the depository, distribution, lawyers) Maximum indirect costs (commissions and management fees) Net assets C units: maximum 0.80% * I units: maximum 1.20% * Net assets Not significant ** Out-performance fees Net assets 20% of performance above EONIA performance* Transfer fees paid to the custodian Deducted on each transaction Maximum of EUR 80 per transaction*** * since the management company has opted out of VAT, these fees are charged excluding VAT and their amount including taxes is equal to their amount excluding taxes. ** The fund invests a maximum of 10% in UCI *** Maximum amount that varies, according to the instruments used. Methods of calculation and sharing of fees from temporary acquisitions and sales of securities transactions (efficient portfolio management techniques): These transactions, if carried out, shall be conducted under market conditions. The proceeds of these transactions will be paid in full to the UCITS. Outperformance fee: 20% of the Fund s outperformance as defined below. On each fund valuation date, a benchmark asset is established based on a theoretical investment at the EONIA annual rate of all the subscriptions received over the period plus the portion of the subscription fee paid to the fund (with the net book value of the assets at the end of the previous financial year being equal to a subscription at the beginning of the period). In the event of redemption, the latest benchmark asset calculated and the previous day s cumulative amount of subscriptions received are reduced beforehand in proportion to the number of units redeemed. Similarly, a proportion of any provision for variable management fees on the total assets at the latest valuation date is permanently allocated to a specific third party account in proportion to the number of units redeemed. This proportion of the variable management fees is paid to the asset manager when the redemption occurs. When the fund is valued, if the accounting balance, defined as the net book value of the assets after deducting the variable management fees on redemptions, but excluding the provision for variable management fees corresponding to the units still in issue, is greater than the benchmark asset, an outperformance (or in the opposite case, an underperformance) is recorded. The provision for variable management fees on the outstanding amount is adjusted to 20% of the amount of this new outperformance by allocation or reversal of a provision before calculating the net asset value. Provisions written back will not exceed the provision charges. The provision for variable management fees on the total assets is only payable to the asset manager in respect of the amount at the end of the financial period. The reference period is the financial year. Subscribers may at any time obtain details from the asset manager regarding the methods for calculating the variable management fees. The total amount of the variable management fees will appear in the fund's annual report. Procedure for choosing intermediaries: Candriam selects intermediaries to which it sends orders for execution for the major classes of financial instruments (bonds, shares, derivative products). The selection is mainly based on the intermediary s execution policy and subject to the Selection policy for financial intermediaries to which Candriam sends orders for execution on behalf of the UCI it manages". The main execution factors considered are: price, cost, speed, probability of execution and settlement, size and type of order. In application of the broker and counterparty selection and evaluation procedure and further to the request of the asset manager, the Candriam Broker Review approves or refuses any new broker application. Therefore pursuant to this policy, a list by type of instruments (shares, interest rates, money market, derivatives) of the authorised brokers and a list of the authorised counterparties are kept. Furthermore, on a periodic basis and as part of the Broker Review, the list of approved brokers is reviewed so as to evaluate them on the basis of various filters and make any appropriate and necessary changes. Candriam Risk Arbitrage Publication date:13/03/2014 11

IV. SALES-RELATED INFORMATION Disclosure of information concerning the UCITS All information about the fund can be requested directly from the: Management Company: CANDRIAM France 40, rue Washington 75008 PARIS Tel: 01.53.93.40.00 www.candriam.com e-mail: investor.support@candriam.com Unit redemptions or repurchases Fund subscription and redemption applications are centralised at: Custodian - depository: RBC INVESTOR SERVICES BANK FRANCE Registered office and postal address: 105 rue Réaumur 75002 PARIS ENVIRONMENTAL, SOCIAL AND GOVERNANCE QUALITY CRITERIA (ESG) From 1 st July 2012, information on accounting for environmental, social and governance quality criteria (ESG) will be available on the website www.dexia-am.com and will be included in the annual report. V. INVESTMENT RULES The UCITS will comply with the regulatory ratios applicable to general UCITS under French law that comply with Directive 2009/65/EC as defined by the Code Monétaire et Financier. The risk dispersion rules applicable to this UCITS must be followed at all times. If these limits are exceeded independently of the management company or as a result of the exercise of a subscription right, the priority objective of the management company will be to rectify the situation as soon as possible, taking into consideration the interests of the unitholders of the UCITS. VI. TOTAL RISK The total risk of the UCITS is calculated as the absolute VaR. The absolute VaR corresponds to the potential loss in 99% of cases over a period of 20 business days under normal market conditions. The VaR level for a 99% confidence range is below 20%. In addition to the VaR, we calculate a stress test specific to cash or share tender offer transactions in order to quantify the risks associated with the price variations specific to this type of transaction: in most cases, where a company is the subject of a cash or share tender offer, the share price reacts to the offer; it tends to move towards the offer price if the market expects the offer to be successful, and will fall sharply if the market does not expect the offer to be successful. Other events can affect the share price throughout the offer period. For example, a competing offer could be made, the price of the first offer could be increased, the payment method could change, etc. Fluctuations in the share price caused by these types of changes will also impact on the risk associated with each strategy. Candriam Risk Arbitrage Publication date:13/03/2014 12

VII. ASSET VALUATION RULES Valuation rules: Equities, warrants and rights: Equities are valued at the closing price on the various stock exchanges on the reference date. ETF and UCI: ETF and UCI are valued at the net asset value representative of the markets on the reference date or in the absence thereof the preceding date. Obligations Bonds are valued at the closing price on the basis of contributor prices on the reference date. Negotiable debt securities and other money market instruments Negotiable debt securities are valued at the closing price on the basis of contributor prices on the reference date. Negotiable debt securities and other money market instruments with a residual maturity of less than or equal to three months may be valued according to the straight-line method. In the event of the deterioration of the quality of credit of one or more issuers which considerably affects the net asset value, the straight-line method will be abandoned and the negotiable debt security/money market instrument will then be valued to reflect this deterioration. Futures and options on organised markets These financial instruments are valued at the closing prices on the various futures markets on the reference date. Spot exchange rates The spot exchange rates are valued from the market data available from specialised data providers. Forward foreign exchange Foreign exchange futures are valued on the basis of the market data available such as the spot price, interest rate curve etc, from specialised data providers. Credit derivatives and credit derivative indices Credit derivatives are calculated based on models validated by the management company, using market data such as the spread curve, interest rate curve etc., available from specialised data providers. The prices obtained are compared with those of the counterparties. "swap") Swaps are calculated in the systems with the market data available on Bloomberg such as interest rate curve, etc. Other OTC derivatives OTC products are calculated based on models validated by the management company, using the market data available on Bloomberg (volatility, interest rate curve, etc.). The prices obtained from the models are compared with those of the counterparties. Repurchase and reverse repurchase agreements, lending and borrowing of securities Repurchase agreements, reverse repurchase agreements and securities borrowing/lending are valued at cost plus interest. For contracts exceeding three months, the credit spread of the counterparty may be revalued. Exceptional treatment Debt securities (bonds, negotiable debt securities, money market instruments etc) in which there are not significant amounts of transactions or for which the price is clearly not representative of the market, may be valued on the basis of an estimated method and at the responsibility of the Management Company. In addition, the actuarial method, the rate applied being that for issues of equivalent securities, where applicable, allocated by a differential representative of the intrinsic characteristics of the issuer of the security, may be used. Options in which there are not significant amounts of transactions and/or for which the price is clearly not representative of the market, may be valued on the basis of a method representative of the close of the market at responsibility of the management company. Main sources The principal specialised data providers for valuations are Bloomberg, Reuters and CMA. The Management Company may, nevertheless, change these at its own responsibility if it deems appropriate. Accounting methods: The accounting method employed for recording income from financial instruments is the coupons accrued method. PROSPECTUS UPDATED ON :13/03/2014 Candriam Risk Arbitrage Publication date:13/03/2014 13

UK SUPPLEMENT relating to the issue of units of Candriam Risk Arbitrage This UK Supplement should be read in conjunction with and forms part of the lat4est version of Prospectus as amended or supplemented from time to time (the Prospectus ). References to the Prospectus are to be taken as references to that document as supplemented or amended hereby. In addition, words and expressions defined in the Prospectus, unless otherwise defined below, shall bear the same meaning when used herein. Candriam Risk Arbitrage (the Fund ) (a French Fonds Commun de Placement - FCP) is a recognised collective investment scheme for the purposes of section 264 of the Financial Services and Markets Act 2000 ( FSMA ) of the United Kingdom. The Fund has appointed Candriam France, whose registered office is 40, rue Washington, F- 75008 Paris, France (the Management Company ), to take care of the investment management and promotional services related to the Fund. The Management Company is EEA authorised and is regulated by the Autorité des Marchés Financiers in France and the Financial Services Authority (the FSA ) in the United Kingdom. The Prospectus is being distributed in the United Kingdom by the Management Company. Other persons distributing the Prospectus in, from, or into the United Kingdom must satisfy themselves it is lawful to do so. In making an investment decision, prospective investors must rely on their own examination of the legal, taxation, financial and other consequences of an investment in the Fund and the terms of the offering including the merits and risks involved. Prospective investors should not treat the contents of this document as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers concerning the acquisition, holding or disposal of units. Dealing Arrangements and Information Kinetic Partners LLP, A Division of Duff & Phelps (the Facilities Agent ) has been appointed, pursuant to an agreement with the Management Company to act as the facilities agent for the Fund in the United Kingdom and it has agreed to provide certain facilities at its offices at 14th Floor, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom, in respect of the Fund. The attention of investors is drawn to the subscription and repurchase procedures contained in the Prospectus in particular with regard to the deadlines for the Fund. Requests for the repurchase of units (a Redemption Request ) may be sent to either the Facilities Agent at the abovementioned offices or the Transfer Agent of the Fund at the offices mentioned in the Prospectus. Units are issued and repurchased at the net asset value per unit as determined on the relevant valuation day as set out in the Prospectus. Details of the determination of the net asset value per unit are set out in the section entitled Commercial information in the Prospectus. Information on the most recently published net asset value per unit may be obtained from either the Facility Agent at the abovementioned offices or the Management Company. - 1 -

Documents Available for Inspection The following documents of the Fund may be obtained free of charge during usual business hours from the offices of the Facilities Agent: (a) (b) (c) (d) The management rules of the Fund and any amendments thereto; the prospectus most recently issued by the Management Company together with any supplements; the key investor information documents most recently issued by the Management Company, and the most recently produced annual and half yearly reports relating to the Fund. Complaints about the operation of the Fund may be submitted to the Management Company directly or through the Facilities Agent at the following address: Kinetic Partners LLP, A Division of Duff & Phelps 14th Floor, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom The date of this UK Supplement is January 14 th, 2016. - 2 -