Legal Disclosures

Principles for the exercise of voting rights

Praesidium S.A., (hereinafter “Praesidium”), is an Alternative Investment Fund Manager (AIFM) approved by the “Commission de Surveillance du Secteur Financier“. In its function Praesidium ensures that particular care is taken towards investors of the funds when voting rights are exercised. Praesidium applies the following principles when voting rights are exercised: 1. The exclusive basis for every decision taken for the AIF shall be the interests of the investor. Market integrity must be preserved in every case. 2. Decisions regarding the exercise of voting rights are taken independently from the interests of third-parties, such as investors of other AIF, board of directors, senior management, AIF service providers etc., or own interests of Praesidium. 3. Decisions are exercised in accordance with the investment objectives and policy of the specific AIF, including the regulatory requirements of Luxembourg Law. Due to time-related, organizational and logistical reasons Praesidium does in general not attend every general and shareholders’ meetings (meeting of creditors). In the context of a written authorization and instructions voting rights may be exercised by a proxy representative. Additional information regarding the exercise of voting rights is available free of charge upon request from Praesidium at: Praesidium S.A. 11, Rue Aldringen, L-1118 Luxembourg.

Principles for the handling of complaints

The “Commission de Surveillance du Secteur Financier“ (herein after the ”CSSF”) defines complaints according to Art. 1 of the Regulation N° 16-07 as “any natural or legal person having filed a complaint with a professional”. Praesidium defines a complaint as “any oral or written expression of dissatisfaction, whether justified or not, which a client expresses in relation to services provided by Praesidium, its staff and/ or external service providers. Complaints can be submitted in French, German or English language including a short description of the issue and the name of the applicant. The communication of the complaints can be sent by post or by email to the following address: Praesidium S.A. 11, Rue Aldringen L-1118 Luxembourg info@praesidium.eu.  Complaints will be processed free of charge. Praesidium will process the complaint as soon as practicable after receipt with the aim of finding an amicable solution. Funds’ investors will receive a reply within a maximum of ten banking days of receipt of the complaint. In the case where one month after having sent a complaint to Prime, a fund investor has not received either a satisfactory answer or an acknowledgement of receipt, such investor can apply to the CSSF for an out-of-court resolution of their complaint. The CSSF can be reached at the following address: Commission de Surveillance du Secteur Financier, Département Juridique II 283, route d’Arlon L-1150 Luxembourg
Fax +352 26 251 1 E-Mail: reclamation@cssf.lu

Further details on the procedure are available at: http://www.cssf.lu/en/consumer/complaints/. An application for an out-of-court complaint settlement via the CSSF is no longer permitted should more than a year have elapsed between the date on which the initial complaint was submitted to Praesidium and the date on which it was submitted to the CSSF.

Principles for the management of conflicts of interest

Praesidium has established principles for the management of conflicts of interest, which specify the circumstances under which conflicts of interest may arise that may cause considerable damage to interests of the funds and their investors as well as the interests of the other clients – in short, the clients’ interests – and the measures taken to manage these conflicts of interest.

Identification of conflicts of interest

Praesidium has identified situations in which conflicts of interest between the company including its managers, employees and persons or companies directly or indirectly related to the company on the one hand and the customers clients on the other hand as well as between clients arise or could arise and which adversely affect the interests of the funds managed by Praesidium and their investors.

Conflicts of interest may particularly be caused by the following:

• Praesidium receives remuneration for financial services from the funds and other clients.
• Praesidium has business relationships with the fund managers of the target funds as a part of the financial services.
• There are transactions between the funds managed by Praesidium.
• Employees of Praesidium hold positions in other companies (e.g. board of the funds managed by Praesidium).
• Employees of Praesidium receive material, non-public information.
• Employees of Praesidium are privately investing in the target funds.
• Employees of Praesidium receive a performance-based compensation.
• Employees of Praesidium receive presents and other contributions/donations.

Arrangements to manage conflicts of interests

Praesidium has taken adequate arrangements to identify conflicts of interest and to ensure, with reasonable confidence, that risks of damage to the interests of the Praesidium funds and their investors are prevented. The arrangements ensure that employees can appropriately carry out activities in which conflicts of interest arise and could affect the interests of clients. Praesidium expects its employees to endeavor to avoid conflicts of interest on a case-by-case basis and to always perform their financial services with due regard for client interests.

In particular, Praesidium has taken the following arrangements:

• Separation of functions and duties.
• Confidentiality areas (so-called “Chinese Walls”).
• Performance-based compensation structure.
• Transparent fee structures.
• Code of conduct for private transactions by employees of Praesidium.
• Code of conduct for the receipt and granting of presents.
• Internal control function.
• Appointment of a compliance officer.
• Complaint management.
• Point of contact for whistle-blowers.
• Careful selection and thorough training of personnel.

Disclosure of conflicts of interest

Praesidium discloses the nature and origin of the conflicts of interest to the customers insofar as the arrangements taken are not sufficient to ensure, with reasonable confidence, to avoid the risks of damage to the interests of the funds managed by Praesidium and their investors. The disclosure is meant to enable the clients to take a decision on an informed basis.

In the following cases, organizational arrangements taken might be not sufficient to ensure, with reasonable confidence, that conflicts of interests are managed to the full extent:

• As usual in the financial sector, Praesidium does not receive any remuneration from the clients. However, the company receives remuneration from the funds for financial services. Said remuneration depends – directly or indirectly – on the fund volume.
• The employees of Praesidium handling the marketing of the funds receive variable compensation in the form of bonus payments, which are not determined exclusively, but may also under consideration of the agreed sales objectives.