statute - Sirius Investments

STATUTE
Sirius Investments, investiční fond
s proměnným základním kapitálem, a.s.
TABLE OF CONTENTS
Definitions ........................................................................................................................................................................................................................................... 5
Part I. General ..................................................................................................................................................................................................................................... 6
1
Basic Information on the Investment Fund .................................................................................................................................................................. 6
2
Manager ..................................................................................................................................................................................................................................... 8
3
Administrator ........................................................................................................................................................................................................................... 8
4
Information on Authorisation of Other Party to Perform Individual Activities ............................................................................................... 9
5
Depository ................................................................................................................................................................................................................................ 9
6
Investment Strategy ............................................................................................................................................................................................................ 10
7
Risk Profile ............................................................................................................................................................................................................................... 13
8
Information on Historical Performance........................................................................................................................................................................ 15
9
Policy for Management of Assets and Disbursement of Shares in Profit or Revenues ............................................................................... 15
10
Information on Securities Issued by the Fund ........................................................................................................................................................... 16
11
Fees and Costs ....................................................................................................................................................................................................................... 17
12
Other Information ................................................................................................................................................................................................................ 19
Part II. Information on Issue and Buy-back of Investment Shares in a Sub-fund..................................................................................................... 21
3
Definitions
The terms defined below have the following meanings in this
Statute:
“Administrator” is QI Investiční společnost, a.s., having its registered office at Rybná 682/14, Prague 1, postcode 110 05, ID No.:
24837202, registered in the Companies Register administrated
by the Municipal Court in Prague, Section B, File 17126.
“Shares” are the investment shares and founder shares of the
Fund.
“Shareholders” are the holders of investment and/or founder
shares of the Fund.
“Bank Deposits” mean the claims to payment of finances from
the account in the Basic Currency or Foreign Currency with a
maximum maturity period of 1 year against CNB, some other
central bank, a bank with registered office in the Czech Republic,
a foreign bank with a branch office situated in the Czech Republic or against some other party stated in Section 72(2) of the Act
on Investment Companies and Investment Funds.
“Security” also means an uncertificated security.
Investment Shares of the Fund and ending on the thirty first of
December in the same year or on the date of dissolution of the
Fund. The first Investment Period will end on 31 December 2015.
“Investment Security” means a share or a similar security
representing a share in the company or some other legal entity, a bond or a similar security representing the right to receive repayment of an owed amount and securities entitling to
acquire or alienate the Investment Securities mentioned above.
For the purposes of the Statute, an Investment Security is not a
security issued by an Investment Fund, except for the security
specified in Section 3(1)(c) of the Governmental Regulation.
“Investment Fund” means an investment fund as defined by
the Act on Investment Companies and Investment Funds or a
similar entity or organisation organised under foreign legislation. For the purposes of defining the investment strategy of the
Fund, including the investment limits, an Investment Fund also
means a sub-fund of an Investment Fund in the form of a jointstock company with a variable registered capital or a comparable organisation organised under foreign legislation.
“CNB” means the Czech National Bank.
“Investment Company” is QI Investiční společnost, a.s., having
its registered office at Rybná 682/14, Praha 1, postcode 110 05,
ID No.: 24837202, registered in the Companies Register administrated by the Municipal Court in Prague, Section B, File 17126.
“Depository” means Česká spořitelna, a.s., having its registered
office in Praha 4, Olbrachtova 1929/62, postcode 140 00, ID No.
45244782, registered in the Companies Register administrated
by the Municipal Court in Prague, Section B, File 1171.
“Governmental Regulations” means the Governmental Regulation No. 243/2013 Sb. (Sb. = Collection of Laws), on Investment
Activities of Investment Funds and on Methods of Their Management.
“Fund” means Sirius Investments, investiční fond s proměnným
základním kapitálem, a.s.
“Manager” means the Fund.
“Foreign Currency” is any other currency than the Basic Currency.
“Fund Capital” means the value of the assets, which are a part
of the property of the relevant sub-fund (hereinafter also referred to as the “Fund Assets”), reduced by the amount of liabilities,
which are also a part of the property (hereinafter also referred to
as the “Fund Debts”).
“Fund Assets Value” means the value of the assets, which are
a part of the assets of the relevant sub-fund or the asset of the
Fund.
“Investment Period” means the period of time starting on
the first of January every year or on the date of issue of the first
“Statute” means the present statute.
“Ordinance on Rules” means the Ordinance No. 244/2013 Sb.
on the more detailed definition of certain rules of the Act on
Investment Companies and Investment Funds.
“Basic Currency” means the Czech Crown (CZK).
“Capital Market Business Act” means the Act No. 256/2004
Sb., on Carrying on Business on the Capital Market.
“Act on Investment Companies and Investment Funds”
or “AICIF” means the Act No. 240/2013 Sb., on Investment Companies and Investment Funds.
5
Part 1. General
1
1.1
The trade name of the Fund is: Sirius Investments, investiční fond s proměnným základním kapitálem, a.s. The registered office of the Fund is at: Jungmannovo náměstí 757/14, 110 00 Prague 1. The identification number of the Fund is
04107829. The Fund may also use the abbreviated designation Sirius Investments SICAV.
The Fund was entered on the list of investment funds maintained by the CNB on 30 April 2015. The Fund was incorporated on the date of its registration in the Companies Register, i.e. as of 28 May 2015.
1.3
The fund was incorporated for an indefinite period of time.
1.4
The Fund is a fund of qualified investors as defined by Section 95 of AICIF.
1.5
The Fund is neither a controlling nor a subordinated fund.
1.6
The auditor of the Fund is Ing. Jana Podlahová, K ovčínu 19/1502, 182 00 Prague 8, CR Chamber of Auditors Certificate
No. 1661.
1.7
The Fund is a newly founded Investment Fund. For this reason, there are no historical data on the status matters of the
Fund as of the date of adoption of this Statute.
1.8
The Fund is a joint-stock company with a variable registered capital. The Fund has a monistic structure of bodies. The
Fund’s bodies are the General Meeting (see Article 1.11 of the Statute for more details), the Statutory Director and the
Board of Directors. The statutory body is the Statutory Director, whose terms of reference include the business management of the Fund. The Supervisory Board is a supervisory body and business management is excluded from its terms
of reference by the Articles of Association. The Articles of Association contain the details on the Fund’s bodies.
b) each sub-fund may also have its own investment strategy defined hereinafter in this Statute;
c) in order to satisfy or settle the claim of a creditor or a shareholder against the Fund, arising in connection with the
creation of a sub-fund, through implementation of its investment strategy or through its dissolution, only the assets
in the given sub-fund can be used. The costs relating to the particular sub-fund are paid from the assets of the given
sub-fund. The costs relating to multiple sub-funds are paid from the assets of these sub-funds on a pro rata basis;
d) the designation of a sub-fund must contain a characteristic element of the trade name of the company and the word
“sub-fund” or possibly must otherwise describe the characteristic quality of the sub-fund;
e) decision to create a sub-fund will be made by the Fund’s statutory body, which will also determine the investment
strategy of the sub-fund and other rules for the working of the sub-fund in the Statute and will make sure that the
sub-fund is entered on the list maintained by the CNB;
f) for each sub-fund, the Fund issues registered investment shares. It is not possible to issue investment shares for a
given sub-fund, if the information necessary for identification of the given sub-fund is not on the list maintained by
the CNB. In other respects, the provisions of Article 10.5 et seq. of the Statute will apply to the investment shares of
a sub-fund.
1.15
The Fund was incorporated by the notarial records NZ 235/2014 and N 246/2014, written by JUDr. Miroslav Novák, a
notary public in Prague, on 6 March 2014.
1.11
The terms of reference of the Fund’s General Meeting include but are not limited to:
b) information on the manager of the sub-fund (Article 2 of the Statute);
c) information on the Administrator of the sub-fund (Article 3 of the Statute);
d) information on authorisation of another party to perform an individual activity (Article 4 of the Statute);
e) information on the depository of the sub-fund (Article 5 of the Statute);
f) investment strategy (Article 6 of the Statute);
g) risk profile (Article 7 of the Statute);
h) information on the historical performance (Article 8 of the Statute);
i) management policy and information on disbursement of shares in profit or revenues (Article 9 of the Statute);
a) making a decision on a change of the Fund’s Articles of Association;
j) information on the shares issued by the sub-fund (Article 10 of the Statute);
b) making a decision to increase or decrease the Fund’s registered capital;
1.12
c) electing and removing the Fund’s statutory body and Supervisory Board;
k) information on the fees charged to investors and the costs paid from the assets of the sub-fund (Article 11 of the
Statute);
d) approving a decision on transformation of the Fund;
l) other information needed by investors to assess investment on an informed basis (Article 12 and Part 2 of the Statute).
e) approving a decision to dissolute the Fund.
1.16
The Fund’s statutory body is authorised to present other matters that may be of major significance to the Fund’s investors to the General Meeting for vote and is particularly authorised to present the plans concerning the management of
the Fund Assets or any material changes in the Fund’s Statute to the General Meeting for vote.
Each reference to the management and administration of the Fund in this Statute also means a reference to the management and administration of each of its sub-funds.
1.17
The sub-funds that have been currently created are:
The Fund’s statutory body convenes the General Meeting at least once a year not later than within four months after
the end of the accounting period. The details concerning the process of convening the General Meeting are defined
by the Fund’s Articles of Association. The details concerning the process of convening the General Meeting are defined
by the Fund’s Articles of Association. The details concerning the process of convening the General Meeting are defined
by the Fund’s Articles of Association.
Sub-funds
1.13
6
The provisions of this Statute stated below will also be applied to the activities of all sub-fund, unless it follows from the
given provision that it only applies to the activities of the particular sub-fund stated therein:
a) general information on sub-funds (Articles 1.13 through 1.16 of the Statute);
The Fund’s registered capital is equal to its Fund Capital. The registered capital of the Fund is 2 000 000 CZK (in words:
two million Crowns). The registered capital of the Fund is sufficient for the purpose of acquiring and maintaining
adequate human and technological resources, which are necessary for proper management of the sub-funds during
the initial stage of the Fund’s existence when the relevant sub-funds do not have sufficient capital obtained from Shareholders, which would generate a sufficiently high management fee. In the later stages of the Fund’s existence, the
costs of maintaining the adequate human and technological resources will be financed from the fee for management
of individual sub-funds.
1.10
General information on sub-funds:
a) a sub-fund is a part of the Fund’s property separated in terms of bookkeeping and property. The Fund includes the
assets and liabilities from its investment activities in the sub-fund (sub-funds). The assets and liabilities of the Fund,
which are not earmarked into a sub-fund, are not investment assets and therefore the investment strategies specified in Article 6 do not apply them. This is without prejudice to the other provisions of the present Statute;
Basic Information on the Investment Fund
1.2
1.9
1.14
a)
Sirius Investments Reserva, sub-fund
I.
This sub-fund was entered on the list of sub-funds maintained by the CNB on 9 June 2015 and was
created as of the date on which it was entered on that list.
II. This sub-fund has been founded for an indefinite period of time.
III. The investments shares of the 1st sub-fund have been assigned identification according to the
International Securities Identification Numbering (ISIN) system, which is CZ0008041688.
The Fund may create sub-funds in accordance with the Articles of Association. Investment shares are issued on the
accounts of individual sub-funds. The Fund does not issue investment shares.
7
Manager
e) it prepares the documents of the Fund, particularly its annual reports, the Statutes and any possible changes therein;
2.1
The Fund is a self-managed investment fund as defined in Section 8(1) of AICIF.
2.2
The manager of the Fund is the Fund.
f) it publishes, announces and provides the information and documents of the Fund to its shareholders and other
authorised parties, including the Czech National Bank.
2.3
The executives of the Fund are:
2
The activities, which are included in the administration, are carried out by the Investment Company in full on its own or
it authorised some other party to perform such activities on the terms specified in Article 4 of the Statute.
a) Martin Burda, the Statutory Director and
b) Martin Lobotka, the Managing Director.
2.4
2.5
3
In accordance with the granted business licence, the business objective of the Fund is to accumulate finances or items
that can be valued by money from multiple qualified investors by issuing participation securities or by having the qualified investors become its shareholders and to make joint investments of the accumulated finances or items that can be
valued by money according to a determined investment strategy for the benefit of the qualified investors, and to manage such assets.
4
Risk Management
4.1
Within the granted business licence, the Fund is not authorised to carry out its own administration or to exceed the
decisive limit.
The administration of the Fund is carried out by the investment company QI investiční společnost, a.s., having its registered office at Rybná 682/14, Prague 1 1, postcode 110 05, ID No.: 27911497.
3.2
The registered capital of the Investment Company amounts to 4 000 000 CZK and has been paid up in full.
3.3
The Investment Company was incorporated when it was entered into the Companies Register on 21 June 2007.
3.4
The Investment Company was granted a business licence in the decision of the CNB of 16 May 2007, issued under the
file no. Sp/541/78/2007/5, 2007/8224/540, which came into legal force on 17 May 2007. As of the date of the issue of this
Statute, there have not been any later changes made in this decision of the CNB. By this decision, the executives of the
Investment Company were approved at the same time. By the decisions of the CNB of 16 April 2010, issued under the
file nos. Sp/2010/229/571, 2010/3476/570 and Sp/2010/231/571, 2010/3478/570, which came into legal force on 16 April
2010, Ing. Jan Vedral and Ing. Lukáš Vácha were granted approval to hold the positions of the executives of the Investment Company. By the decision with the file no. 2012/5166/570, Sp/2012/301/571, Mgr. Vladan Kubovec was granted an
approval to hold the position of the executive of the Investment Company.
3.5
The Investment Company has been entered on the list of investment companies maintained by the CNB.
3.6
The executives of the Investment Company are:
a) Ing. Jan Vedral, Chairman of the Board of Directors,
b) Ing. Lukáš Vácha, Vice-chairman of the Board of Directors,
4.2
Within its management, the Fund is authorised to authorise some other party to perform individual activities involving
the management and is authorised to do so on the terms defined by the AICIF and the Statute. The specific terms of the
authorisation are governed by the contract between the Fund and the authorised party.
4.3
Within the administration or some other activity performed for the Fund, the Investment Company is authorised to
authorise some other party to perform the individual activities entrusted to it by the Fund and is authorised to do so
on the terms defined by the AICIF and the Statute. The specific terms of the authorised are governed by the contract
between the Investment Company and the authorised party.
4.4
The Fund or, as the case may be, the Investment Company may control and, with its instructions, influence the performance of activities by some other party. The Fond or, as the case may be, the Investment Company as the authorising
party is authorised to terminate the contracts, under which the specified activities were entrusted to some other party,
with immediate effect. When performance of such activities is entrusted to some other party, this is without prejudice
to the Fund’s liability to compensation for the damages resulting from breach of its obligations as the Manager of the
Fund, which arise from the Statute, the AICIF and other laws.
4.5
Other activities within the management of the Fund, which are entrusted to third parties by the Fund on an ad hoc
basis, include legal and transaction consultancy. External legal and other consultants are chosen in accordance with the
requirements for professional care regarding the particular given matter.
5
In accordance with the granted business licence, the business objectives of the Investment Company are:
a) to manage the funds of qualified investors and comparable foreign investment funds;
b) to carry out the administration of the funds of qualified investors and comparable foreign investment funds.
3.8
3.9
The Investment Company belongs to the consolidation group of the company Conseq Investment Management, a.s.,
having its registered office in Prague 1, Rybná 682/14, postcode 110 05, ID No.: 26442671, registered in the Companies
Register administrated by the Municipal Court in Prague, Section B, File 7153.
Depository
5.1
The Depository of the Fund is Česká spořitelna, a.s., having its registered office in Prague 4, Olbrachtova 1929/62, postcode 140 00, ID No.45244782, registered in the Companies Register administrated by the Municipal Court in Prague,
Section B, File 1171.
5.2
The Depositor has been entered on the list of depositories of investment funds maintained by the CNB.
5.3
The Depository belongs to the group of Erste Group Bank AG, Am Graben 21, Vienna, Austria.
5.4
The activities of the Depository follow from the AICIF and are also specified in the depository contract entered into
between the Fund and the Depository. In particular, the Depository:
c) Mgr. Vladan Kubovec, member of the Board of Directors.
3.7
The Fund entrusted risk management, compliance with information and disclosure obligations and some other activities to the Investment Company. The Investment Company is obliged to ensure performance of these activities in accordance with the Statute, laws and the internal regulations of the Fund. Other information is governed by the contract on
authorisation of other party to perform certain activities entered into between the Fund and the Investment Company.
Terms of authorisation to Perform Activities
Administrator
3.1
Information on Authorisation of Other Party to Perform Individual Activities
a)
has fungible investment instruments owned by the sub-fund in its custody by keeping records of them on an
asset account, which the Depository keeps for the sub-fund in the relevant system of records or which it opens
for the sub-fund at Centrální depozitář cenných papírů, a.s. or a comparable entity under the laws of a foreign
state;
a) it keeps accounting books and makes sure that tax obligations are met;
b)
has the sub-fund’s assets in a physical custody, if the nature of the assets allows so;
b) it provides legal and compliance services and an internal audit;
c)
opens and keeps financial accounts in the name of the sub-fund on behalf of the Fund or opens the same, on the
terms defined by the AICIF, with some other party, and deposits all the finances of the Fund to such accounts and
controls the movement of the finances belonging to the property of the relevant sub-fund on such accounts;
d)
keeps record on the assets of the sub-fund, the nature of which allows so;
As part of the administration, the Investment Company ensures performance of all the activities, which are included in
the administration of an investment fund; in particular, it carries out the following for the Fund:
c) it values its assets and liabilities and carries out the calculation of the current value of the investment shares of the
sub-fund;
d) it ensures issue and buy-back of the investment shares of the sub-fund;
8
9
e)
checks whether:
I.
c) the Sirius Investments Reserva sub-fund may also invest in a manner that makes profit from a decrease of the price
of the selected financial asset. Such investments are made particularly through financial derivatives;
the investment shares of the sub-fund were issued and bought back;
II. the current value of the investment shares of the sub-fund was calculated;
•
III. the assets and liabilities of the sub-fund were valued;
IV. the considerations from transactions with the sub-fund’s assets were paid within the usual time limits;
d) the exposure of the Sirius Investments Reserva sub-fund to the government bonds of the OECD member states is
not limited;
V. the revenues generated for the sub-fund are used;
in accordance with the AICIF, the Statute and the stipulations of the depository contract.
5.5
The Depository is responsible for the custody of the investments instruments owned by the sub-fund, for the custody
of assets of the Fund and for keeping records on such assets. It is without prejudice to the Depository’s responsibility if
the Depository authorises some other party to carry out these activities. This is also without prejudice to the Manager’s
liability for damages that occurred in the management and the Administrator’s responsibility for administration of the
Fund.
5.6
If the Depository authorises some other party to perform some of the activities performed by the Depository in relation
to the Fund, the Depository will notify the Fund of this fact and the Fund will make sure that information on such other
party is stated in the Statute.
6
6.1
e) the Sirius Investments Reserva sub-fund will not deposit more than 35 % of the value of the sub-fund’s assets as
bank deposits in a single bank. This limit does not apply to the deposits at the bank, which is the Depository of the
Sirius Investments Reserva sub-fund. All the assets of the Sirius Investments Reserva sub-fund may be deposited in
the form of a bank deposit with the bank, which is the Depository of the Sirius Investments Reserva sub-fund, if this
is desirable;
f) the Sirius Investments Reserva sub-fund is not allowed to invest more than 20 % of the sub-fund’s assets into securities issued by a single investment fund;
g) the Sirius Investments Reserva sub-fund is not obliged to comply with the aforementioned investment limits for a
period of 6 months from the date of its incorporation, provided that it complies with the principle of risk diversification;
h) the Sirius Investments Reserva sub-fund is not obliged to maintain compliance of the structure of its assets with the
rules mentioned above when exercising a pre-emption right to subscribe for investment securities or financial market instruments, which it owns or will own; however, it must restore this compliance without undue delay after exercising the said pre-emption right;
Investment Strategy
The Fund included the assets and liabilities, which are a part of the assets and liabilities of the Fund arising from investment activities, into the sub-fund (sub-funds). These assets and liabilities thus form a sub-fund and are investment
assets and therefore the investment strategy specified in this Article 6 applies to them. It is only possible to carry out
transactions with the assets of a certain sub-fund in accordance with the applicable investment strategy specified in this
Article for the sub-fund concerned.
i) if the Fund fails to maintain compliance of the structure of its assets in the Sirius Investments Reserva sub-fund
with the aforementioned rules for reasons that occurred beyond its control, the Fund will ensure such compliance
without undue delay, taking into account the interests of the Shareholders of the Sirius Investments Reserva subfund.
Investment Strategy for the Sirius Investments Reserva Sub-fund (Articles 6.2 through 6.7 of the Statute)
6.2
The goal of the Sirius Investments Reserva sub-fund is to keep overcoming the rate of inflation in the Czech Republic
through long-term increase of the value of investors’ assets by investing into the following assets :
a) financial assets (Articles 6.3 – 6.4 of the Statute)
Investments into Capital Interests
6.5
The Sirius Investments Reserva sub-fund may also invest by acquiring interests in capital commercial companies.
6.6
The Sirius Investments Reserva sub-fund invests into interests in commercial companies, including interests in commercial companies with unlimited liability partnerships or into companies with a limited partnership. The Sirius Investments Reserva sub-fund may invest up to 100 % of its assets into ownership interests. The Sirius Investments Reserva sub-fund is allowed to invest a maximum of 35 % of the value of its assets into an interest in the same entity.
b) capital interests (Articles 6.5 – 6.6 of the Statute)
c) claims (Article 6.7 of the Statute)
Investments into Financial Assets
6.3
For the purpose of accomplishing the goal, the Fund invests the assets of the Sirius Investments Reserva sub-fund primarily into the following financial assets:
Investments into Claims
6.7
a) bank deposits and financial market instruments;
b) securities issued by investment funds;
c) corporate bonds and ETFs investing into corporate bonds;
6.8
Sub-funds may invest into financial derivatives, which are accepted for trading on one of the markets specified in Section 3(1)(a) of the Government Regulation, if their underlying assets is one of the asset values, which can be acquired as
property of the given sub-fund according to the Statute (interest rate, currency exchange rate, currency or financial
index) and which is sufficiently representative and publicly accessible. Sub-funds may also invest into financial derivatives not accepted for trading on the markets specified in Section 3(1)(a) of the Government Regulation, if their underlying assets is one of the asset values mentioned in the previous sentence, provided that they are valued in a reliable
and verifiable manner every working day and if other conditions specified in Section 13 of the Government Regulation
are met.
6.9
Without prejudice to the possibility of negotiating some other financial derivatives, the following financial derivatives
are used most frequently when managing sub-funds:
f) financial derivatives;
g) shares and equity ETFs.
6.4
The investment limits for investments to be made by the Sirius Investments Reserva sub-fund into financial assets have
been set as follows:
a) the Sirius Investments Reserva sub-fund may invest a maximum of 100 % of its assets into financial assets;
b) the Sirius Investments Reserva sub-fund will not invest more than 35 % of its assets into securities issued by a single
issuer. This limit does not apply to the bank, which is the Depository. This limit also does not apply to security dealers who are the counterparties of some transactions such as currency and interest rate swaps;
The Sirius Investments Reserva sub-fund invests into claims, particularly into claims against commercial companies. The
claims, into which the Sirius Investments Reserva sub-fund will invest, may be both secured and unsecured and they are
not limited by the debtor’s solvency. Also, the reason for which the (receivable) claim arose and whether the claims pertains to money or some other asset value, on which the Fund’s investment policy is focused, is not decisive. The Sirius
Investments Reserva sub-fund is allowed to invest a maximum of 10 % of its assets into claims.
Instruments Used to Manage the Sub-funds’ Assets (Articles 6.8 through 6.121 of the Statute)
d) government bonds and ETFs investing into government bonds;
e) ETFs investing into other types of assets;
If a financial leverage for an individual share or bond arises from such investment, the total effective exposure of
the Sirius Investments Reserva sub-fund to the issues of such shares or bonds will not exceed 35 % of the subfund’s assets;
a. Swaps
A swap is generally deemed to be an agreement between two parties on mutual purchase and sale of the underlying instruments for a previously set price, which is settled as of certain moments in the future.
10
11
A currency swap is a combined transaction, which consists partly of a currency conversion settled promptly and
partly of a “forward” currency conversion to be settled in the future. A currency swap is used to hedge the assets of
a sub-fund against unfavourable fluctuations of foreign currency. A sub-fund will use it, for example, if it intends to
buy an asset in a foreign currency but does not want to take a currency risk. In that case, when it buys (converts) the
necessary amount of Foreign Currency, it will also simultaneously sell (convert) the same amount of this currency
back into the Basic Currency of the Fund with settlement in the future, which is a currency swap.
b. Forwards
A forward is generally deemed to be a non-standardised agreement of two parties on purchase or sale of an underlying instrument for a previously set price with settlement as of a future date.
A foreign exchange (FX) forward is a currency conversion with settlement in the future. The currency exchange
rate for settlement of this conversion is derived (calculated) according to the prompt (spot) current exchange rate
and netted of the difference arising from the different interest rates of the converted currencies for the period from
the date of negotiation of the contract to the date of its settlement. The most frequent case of use is the situation,
in which the sub-fund holds an asset in a Foreign Currency and expects an unfavourable fluctuation of this Foreign
Currency in relation to the Basic Currency of the sub-fund. In order to avoid the necessity to sell the asset concerned, only an FX forward will be negotiated so that the exchange rate of the asset’s currency is fixed and thus hedged
against its unfavourable fluctuation in the future. However, it can also happen that the expectation of fluctuation of
the Foreign Currency was incorrect and this fluctuation will conversely be favourable in relation to the Basic Currency of the sub-fund. However, as a result of negotiation of the FX forward, the Fund will not participate in any gains
arising from the favourable fluctuation of the Foreign Currency in relation to the Basic Currency of the sub-fund.
When managing the assets of a sub-fund, the Fund may also operate with types of financial derivatives not explicitly
mentioned, provided that they are in accordance with the investment strategy of the sub-fund concerned.
6.10
The Fund may carry out repo transactions using the sub-funds’ assets only on the following conditions:
a) if the repo transaction is agreed with an admissible counterparty specified in Section 6(3) of the Government Regulation, which is subject to the supervision by a governmental authority of the state, in which the counterparty has
its registered office;
Risk Profile
Descriptions of the substantial risks arising from an investment into sub-funds:
The risk of volatile current value of a security issued by a sub-fund as a consequence of the structure of the
assets or the method of managing the sub-fund’s assets.
In spite of the fact that the sub-fund’s assets consist mainly of widely diversified investments, a Shareholder must be
aware that in spite of the best efforts made to ensure secure management, the value of the investment share in the subfund may fluctuate depending on the developments on financial markets.
Market risk arising from the influence of the changes in the trend of the overall market on the prices and values
of individual types of assets of the sub-fund.
The most significant market risks are the currency risk, the interest rate risk, the equity risk, the commodity risk and the
risk of specific investment projects – this concerns particularly changes in the regulatory policies of individual countries,
including retroactive changes. The trend in exchange rates, interest rates and other market values impacts the value
of assets owned by the sub-fund. The degree of market depends on the specific structure of the sub-fund’s assets. The
influence of the market risk is high particularly with derivatives where a small change in the price of the underlying
instrument may result in a big change in the price of the derivative (the leverage effect).
The credit risk lying with the possibility that the issuer or counterparty will not settle their debt.
The credit risk may lie particularly with the possibility that the entities who have debts to the sub-fund (such as debtors
from the investment instruments and the like) will not settle these debts duly and in time. The Manager minimises these risks particularly by choosing counterparts and issuers with regard to their rating, by setting limits for the extent of
exposure to individual counterparts and issuers and by suitable contractual stipulations. The credit risk also includes the
settlement risk, i.e. the risk that the counterparty will not pay or will not deliver the investment instruments within the
agreed time limit.
Risk of insufficient liquidity.
b) if the obligation from the repo transaction can be terminated without a period of notice or with a period of notice
shorter than 7 days, or if the finances, which are the subject matter of a reverse repo transaction, can be obtained
back anytime, including the yield, or possibly in the market value, if a market value is used to value such reverse
repo;
This risk lies with the possibility that a certain asset of the sub-fund will not be converted into money in time and for a
reasonable price and that the sub-fund will consequently be unable to settle its obligations to Shareholders or that the
quoted price of the sub-fund’s Investment Shares will drop as a result of a sale for too low a price. The risk is limited by
the sub-fund’s investments into investment instruments, which are liquid, which can be regularly sold to an investment
company in a sufficient volume, or which are traded on the relevant markets in a sufficient volume. Other measures
include maintaining the necessary volume of the sub-fund’s assets in the form of bank deposits.
c) if the finances gained from a repo are used to acquire a bond issued by a state with a rating at an investment level,
a bank deposit or to negotiate a reverse repo in accordance with the Statute; and
Risk associated with the investment focus of the sub-fund on certain industries, states or regions, other parts
of the market or certain types of assets.
d) if the asset values, which are the subject matter of the reverse repo, meet the requirements specified in Section 33(2)
of the Government Regulation, and if, during the term of the reverse repo, they are not encumbered with an absolute title or transferred to some other party, if it is not a case of a reverse sale or reverse transfer to some other contractual party.
An investment focus of the sub-fund on a certain industry, states or regions brings about a systematic risk when developments in the given sector influence a considerable part of the sub-fund’s portfolio. This systematic risk is addressed
through diversification, i.e. by spreading the investments across multiple industries, states and regions.
6.11
Sub-funds can use financial derivatives and carry out repo transactions only in relation to investment securities or financial market instruments and solely for the purpose of reducing the risks from sub-funds’ investments, reducing the subfunds’ costs, gaining additional capital or achieving additional revenues for the sub-funds. The debts arising from the
use of financial derivatives and repo transactions must always be fully covered by the assets of the sub-fund concerned.
6.12
The use of financial derivatives and negotiation of repo transactions in the management of sub-funds and the methods
of measuring and mitigating the risk arising from the use of these techniques will be governed by the Government
Regulation, unless they are explicitly governed by the Statute. A financial derivative must not be used and a repo transaction must not be negotiated in a manner or for a purpose circumventing the investment strategy of the sub-und concerned or the rules defined by the Statute and the Government Regulation.
Warning Relating to the Investment Strategy of Sub-funds (Articles 6.13 and 6.14 of the Statute)
6.13
Investments into the Fund is suitable for those investors who are willing to take higher financial risks in order to increase
the probability of the growth of the value of their investment denominated in the Basic Currency in the long term and
who are ready to hold the investment into the relevant sub-fund for a period of at least 3 years.
6.14
The rate of return on an investment into a sub-fund, its part or a revenue from this investment is not secured or guaranteed. The Sirius Investments Reserva sub-fund is not a secured or guaranteed fund. No guarantees are provided by third
parties for the purpose of protecting investors.
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7
Operational risk.
This risk lies with the possibility of a loss resulting from shortcomings or failures of internal processes or a human factor
or from external events (such as third party’s failure to provide up-to-date information for valuation of the sub-fund or
failure to provide timely confirmation of the transactions carried out by counterparties, etc.). This risk is controlled by
maintaining an adequate management and control system of the Manager. This risk also includes the risk of loss of the
assets entrusted into custody or some other type of keeping, which may be caused particularly by insolvency, negligent
or wilful action of the party that has the sub-fund’s assets or the securities issued by the sub-fund in custody or some
other type of keeping.
Risk that the Fund or the sub-fund will be dissolved for reasons defined by the law.
The Fund or the sub-fund can be dissolved, for example, as a result of a Manager’s decision to that effect, merger or
amalgamation of the Fund, dissolution of the Fund with liquidation or as a result of a CNB’s decision to that effect, for
example if the sub-fund has not had a Depository for more than 3 months or if the Fund’s capital in the sub-fund does
not reach the threshold of 1 250 000 EUR within 12 months from the date of its foundation.
Risk that the Fund or the sub-fund will be dissolved even for other reasons than the ones defined by the law.
The Fund or the sub-fund can also be dissolved, for example, for economic and restructuring reasons (particularly if
the Fund has economic problems), which may cause that the Shareholder will not hold their investment in the Fund for
the entire period of their intended investment term. This serves to explicitly point out that there is no guarantee of the
possibility for a Shareholder to stay in the sub-fund and that no such guarantee is provided.
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11.4
11.5
The future obligation of the sub-fund in the form of the Performance Fee due to the Fund after expiry of the Investment
Period will be determined for each month for the purpose of calculating the value of the Fund Capital in the sub-fund,
and each monthly accrued value of this obligation will be weighted by the probability that the condition defined in the
preceding paragraph will be met.
j) costs of financial analyses and financial information systems, if any, used to manage the Fund;
The amounts of fees for management and administration of the sub-fund stated in this Statute do not include value
added tax, if this activity is subject to this tax.
m) taxes;
For performing the role of the depository of the Fund, the Depository is entitled to a fee paid from the assets of the subfund. The fee for performing the role of the depository amounts to a maximum of 300 000 CZK per year. The specific
amount of the fee stated in the preceding sentence is set by the depository contract. The fee for performing the role of
the depository of the Fund is paid on a monthly basis for the preceding month.
o) costs of revaluation of assets owned by the sub-fund;
k) costs of accounting and tax audit;
l) court, administrative and notarial fees;
n) costs of tax and legal consultancy;
p) costs of liability insurance for the management of the Fund, if such insurance has been taken out;
q) other costs not explicitly stated in clauses a) through n), which the Manager and the Investment Company proceeding with a professional care expend necessarily and purposefully in connection with incorporation and foundation
of the Fund (incorporation costs) or the sub-fund, management and administration of the sub-fund.
For performing the role of the Administrator, the Investment Company is entitled to a fee paid from the sub-fund’s
assets, which can amount to the maximum of:
–480 000 CZK per year, if the average value of the sum of the Fund Capital in all sub-funds is below 200 million CZK;
and
11.8
–480 000 CZK per year + 0.075 % of the average value of the sum of the Fund Capital in all sub-funds in excess of 200
million CZK;
11.6
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Other Information
and this applies to the first sub-fund. If there is a higher number of sub-funds in the Fund than 1, the fixed component of the fee referred to in the preceding sentence will increase by 150 000 CZK for each additional sub-fund
beyond the number of 1; however, this amount cannot be more than 0.75 million CZK per year (excluding value
added tax).
12.1
The fee for performance of the role of the Administrator is paid semi-annually. If the performance of the role of the
Administrator is charged in some other period than one year, the rates will be proportionally adjusted. For two and
more sub-funds, this fee will be re-invoiced to the individual sub-funds in the proportion corresponding to the proportion of the value of their fund capital.
The information stated in this Statute is updated on an ongoing basis. The Fund monitors whether there is a need to
update the Statute or whether such need is arising. If it is necessary to amend the Statute, the Fund’s statutory body will
approve the necessary changes. Any major changes in the Statute are presented for consultation to the Fund’s General
Meeting. The Fund does not prepare any disclosures of key information.
12.2
For performance of the activities of the Investment Company specified in Article 4.1 of the Statute, the Investment Company is entitled to a fee paid from the assets of the sub-fund, which can amount to the maximum of:
Any change in the Statute is not subject to prior approval by the CNB. However, the Fund will notify the CNB of changes
in the Statute without undue delay and will present the new complete text of the Statute to the CNB.
12.3
–240 000 CZK per year, if the average value of the sum of the Fund Capital in all sub-funds is below 200 million CZK;
and
The current text of the Statute and any changes therein are published on the website of the Fund available at the
domain www.siriusinvestments.cz and in the registered office of the Investment Company.
12.4
The date of signing of the valid text of the Statute and the name and surname of the member or members of the statutory body are stated at the end of this Statute.
Information on the Statute
–240 000 CZK per year + 0.075 % of the average value of the sum of the Fund Capital in all sub-funds in excess of 200
million CZK;
and this applies to the first sub-fund. If there is a higher number of sub-funds in the Fund than 1, the fixed component of the fee referred to in the preceding sentence will increase by 150 000 CZK for each additional sub-fund
beyond the number of 1; however, this amount cannot be more than 0.75 million CZK per year (excluding value
added tax).
The fee for performance of the activities of the Investment Company is paid semi-annually. If the performance of the
activities of the Investment Company is charged in some other period than one year, the rates will be proportionally
adjusted. For two and more sub-funds, this fee will re-invoiced to the individual sub-funds in the proportion corresponding to the proportion of the value of their fund capital.
11.7
The total amount of all the costs, which may be paid from the assets of the sub-fund, including the costs of acquiring
assets for the property of the specific sub-fund, is allowed to amount to a maximum of 10 % of the average Fund Capital
in the relevant sub-fund in the given Investment Period.
The following costs are also paid from the assets of the sub-fund concerned:
a) costs of external capital;
Supplementary Information on the Fund and Economic Information
12.5
According to the Act on Investment Companies and Investment Funds, the Fund will be dissolved for the reasons stated
below:
Dissolution of the Fund with Liquidation
If the Fund decides to dissolve the Fund with liquidation, it will also propose the liquidator of the Fund. A decision to
dissolve the Fund with liquidation and the proposal for appointment of the liquidator must be delivered to the Czech
National Bank without undue delay. The Czech national Bank will appoint and remove the liquidator of the Fund.
In that case, the terms and procedure for dissolving or transforming the Fund and the rights of shareholders will be
governed by the Fund’s Articles of Association, the Commercial Code, the AICIF and other legislation.
Deletion from the List
f) costs incurred in option, forward and other derivative operations;
The CNB will delete the Fund from the list, if the Fund has not had a Depository for more than 3 months or if the Fund
was entered on the list based on untrue or incomplete information or if it has been dissolved, or will do so at the
Manager’s request. The CNB can delete the Fund from the list if a) within 12 months from the date of entering on the
list maintained by the CNB, the Fund’s equity did not reach the amount of 1 250 000 EUR, b) the average amount of the
Fund’s Fund Capital during the last 6 calendar months was lower than 1 250 000 EUR, c) the CNB does not consider the
measures to eliminate the causes of suspension of issue or buy-back of Investment Shares to be sufficient in the event
that issue or buy-back of Investment Shares was suspended, or d) the Fund only has a single Shareholder for a period
longer than 6 months.
g) fees for banks for maintaining accounts and handling finances;
Transformation of the Fund
h) interest on credits and loans received by the sub-fund;
On the terms defined by the AICIF, the Fund may decide to transform the Fund. A transformation of the Fund means a
transformation under the Act governing the transformations of commercial companies and cooperatives.
b) costs associated with trades with investment instruments (commissions, fees for the market organisers and security
dealers);
c) fees for custody and administration of investment instruments;
d) fees for maintaining asset accounts with investment instruments;
e) costs associated with repo transactions;
i) costs associated with management of an issue of Investment Shares;
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1.10
The Fund may issue the Investment Shares in the sub-fund to the party interested in their acquisition only on the condition that:
1.19
a) the number of investors does not exceed the maximum admissible number as a result of issue of the Investment
Shares;
b) the investor meets the conditions of a qualified investor according to the Act on Investment Companies and Investment Funds and this Statute.
In order to maintain the stability of the Fund and its credibility, the Fund reserves the right to decide which requests
of parties interested in acquiring Investment Share the Fund will accept. The Fund is entitled to refuse to carry out an
instruction or to withdraw from the Subscription Contract:
a) if the Fund suspects that entering into the Subscription Contract or carrying out the instruction might result in breach of any legal regulations or legalisation of revenues from a criminal activity or in financing terrorism;
Common Rules for Issuing and Buying Back Investment Shares
1.20
Any possible rounding differences arising from the issue and buy-back of Investment Shares in all sub-funds will be
revenues or, as the case may be, costs of the sub-fund.
1.21
The Fund may suspend the issue or buy-back of Investment Shares in the relevant sub-fund for a period of up to 2 years,
if it is necessary in order to protect the rights or the legally protected interests of the Shareholders.
1.22
The decision to suspend the issue or buy-back of Investment Shares is made by the Statutory Director of the Fund who
is obliged to prepare a report on their decision. The report will state the date and exact time of the decision on suspension, the reasons for the suspension, the identification of the sub-fund to which the suspension applies and the period
of time for which the issue or buy-back of the Investment Shares has been suspended. The Administrator will promptly deliver the report on suspension of the issue or buy-back of Investment Shares in the relevant sub-fund to the CNB
and the Shareholders of the sub-fund and, at the same time, will publish, in a manner allowing for remote access, the
date and exact time of the decision on suspension of the issue or buy-back of Investment Shares, the identification
of the sub-fund concerned, the reasons for the suspension and the period of time for which the issue or buy-back of
Investment Shares has been suspended. If the suspension of the issue or buy-back of Investment Shares jeopardises
the interests of Shareholders, the CNB will cancel this decision. The information on the fact that the CNB cancelled the
suspension of the issue or buy-back of Investment Shares will be promptly published by the Administrator in a manner
allowing for remote access and will also be supplied to the Shareholders of the sub-fund concerned by the Administrator without undue delay. After the issue and buy-back of Investment Shares is resumed, the Administrator will issue or
buy back the Investment Shares, the issue and buy-back of which was suspended, for the current value determined as
of the date of resumption of the issue and buy-back of the Investment Shares. A Shareholder is not entitled to interest
on late payment for the period of suspension of the issue or buy-back of the Investment Shares, unless the Fund had
already made default in payment of the amount for a buy-back as of the date of the suspension of the issue or buy-back
of the Investment Shares or unless the CNB cancelled the decision to suspend the issue or buy-back of the Investment
Shares. In that case, the Administrator and the Manager will pay the interest on late payment from their assets jointly
and severally.
1.23
Investment Shares are issued and bought back in the registered office of the Investment Company.
b) if the draft version of the Subscription Contract or the instruction is inaccurate, incomplete, vague or incomprehensible or does not contain all the representations, or if the Fund deems that the representations already provided by
the investor are not accurate, complete and valid in all respects;
c) if the Fund has reasonable doubts about whether the investor meets all the requirements that are placed on an
investor by legal regulations or the Statute;
d) if the Fund has doubts about whether the instruction was given by the investor or a person authorised to act on
behalf of the investor.
Buy-back of Investment Shares in the Sub-fund
1.11
Every Shareholder is entitled to have their Investment Shares bought back by the Fund in the account of the relevant
sub-fund in the amount of the chosen financial amount or number of Investment Shares.
1.12
For the individual sub-funds, the Fund may request (in accordance with Article 1.13 of Part II of the Statute) that a Prior
Notice of Buy-back (“Prior Notice”) is given within the time limit defined by the Statute. The investor will send the Prior
Notice on a standardised form, which is available on the website at www.siriusinvestments.cz. The Prior Notice must be
sent by the investor to the address [email protected]. If the investor sends the Prior Notice to the Fund in the
required manner after expiration of the aforementioned time limit or if the investor does not send the Prior Notice at all,
the Fund will be entitled to reject the Request for Buy-back.
1.13
Sub-funds and time limits for giving a Prior Notice:
When the amount for the bought-back Investment Shares is to be settled, the amount to be paid will be transferred in
a cashless bank transfer in accordance with the Subscription Contract entered into between the investor and the Fund.
The Subscription Contract entered into between the investor and the Fund may define more detailed rules for determining the deadlines and the method of paying the amount for the Investment Shares to be bought back.
For the Sirius Investments Reserva sub-fund, the time limit for giving a Prior Notice is 90 days before the Valuation Date,
as of which the investor will file a request for buy-back of the Investment Shares in this sub-fund.
1.14
The Investment Share will be bought back by the Fund for the current value of the Investment Share announced as of
the Valuation Date, as of which the Fund received the request for buy-back of the Investment Share.
1.15
If the volume of the Investment Shares in all sub-funds of qualified investors managed and administrated by the Fund
or, as the case may be, the Administrator, which are held by the investor, should decrease below the threshold of 125 000
EUR (that is, the valid legal requirement) or the equivalent threshold in some other currency, the investor will be obliged to file a Request for Buy-back of Investment Shares in the entire volume held by the investor or to agree with the
Fund on some other solution in order to be able to meet the legal requirement for the minimum investment into funds
of qualified investors managed and administrated by a single manager and administrator.
1.16
A request for buy-back can be filed with the Fund not later than by 15:00 on the working day determined in such way
that at least 8 other working days follow after it in the same calendar month (“Last Day for Delivery of Request”). A request for buy-back of Investment Shares filed anytime within the time limit from the closest preceding Last Day for Delivery of Request to the time stated in the preceding sentence will be deemed to have been filed on the date of the Last
Day for Delivery of Request.
1.17
If a Request for Buy-back specifying a financial amount is filed, the closest higher number of Investment Shares, calculated as a quotient between the amount requested in the Request for Buy-back and the current value of the Investment
Share, mathematically rounded to an integer, will be debited to the investor’s Asset Account. If a Request for Buy-back
specifying a number of Investment Shares to be bought back is filed, the given number of Investment Shares will be
debited to the investor’s Asset Account.
1.18
If a higher number of Investment Shares than the balance thereof in the investor’s Asset Account is to be bought back
according to a Request for Buy-back, then all the Investment Shares in the Asset Account concerned will be bought
back.
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Prague, on 5 June 2015
Martin Burda, in his own hand
Statutory Director
Sirius Investments, investiční fond s proměnným základním kapitálem, a.s.
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