RUFFER SICAV. Société d'investissement à Capital Variable Luxembourg PROSPECTUS - PDF

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VISA 2017/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier RUFFER SICAV Société d'investissement

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VISA 2017/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier RUFFER SICAV Société d'investissement à Capital Variable Luxembourg PROSPECTUS February IMPORTANT INFORMATION Ruffer SICAV (the Company ) is offering shares (the Shares ) of several separate subfunds (individually a Sub-Fund and collectively the Sub-Funds ) on the basis of the information contained in the prospectus (the Prospectus ) and in the documents referred to herein. Potential investors should note that they may obtain upon request a copy of this Prospectus, of the latest available annual report containing the audited accounts and of the latest semiannual report at the Registered Office of the Company and at A Key Investor Information Document ( KIID ) for each Class of each Sub-Fund shall be made available to investors free of charge prior to their subscription for Shares. Prospective investors must consult the KIID for the relevant Class and Sub-Fund in which they intend to invest. Prospective investors should review this Prospectus carefully and in its entirety and consult with their legal, tax and financial advisors in relation to: (i) the legal and regulatory requirements within their own countries for the subscribing, holding, converting or redeeming of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the subscribing, holding, converting or redeeming of Shares; (iii) the legal, tax, financial or other consequences of the subscribing, holding, converting or redeeming of Shares; and (iv) any other consequences of such activities. No person is authorised to issue any advertisement or give any information or to make any representation in connection with the offering, placing, subscription, sale, switching or redemption of Shares other than those contained in the Prospectus or in the documents referred to in the Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this Prospectus nor the offer, placement, subscription or issue of any of the Shares shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. The board of directors of the Company (the Board of Directors ) has taken all reasonable care to ensure that the information contained herein is accurate and complete in all material respects. The Board of Directors accepts responsibility accordingly. Any information given by any person not mentioned in the Prospectus should be regarded as unauthorised. The information contained in the Prospectus is considered to be accurate at the date of its publication. To reflect material changes, this document may be updated from time to time and potential subscribers should enquire of the Company as to the issue of any later Prospectus. The distribution of this Prospectus and supplementary documentation and the offering of the Shares may be restricted in certain jurisdictions. The Prospectus does not constitute an offer or solicitation to subscribe for Shares by any person in any jurisdiction in which such offer or solicitation is unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of the Prospectus and any persons wishing to 2 make application for Shares pursuant to this Prospectus to inform themselves of and to observe all applicable laws and regulations of relevant jurisdictions. The Registrar and Transfer Agent shall not divulge any confidential information concerning the investor unless required to do so by law or regulation. The investor s personal details contained in the application form and arising from the business relationship with the Registrar and Transfer Agent may be stored, modified or used in any other way by the Registrar and Transfer Agent for the purpose of administering and developing the business relationship with the investor. To this end, and subject to any applicable law regarding data protection, data may be transmitted to companies being appointed by the Registrar and Transfer Agent to support the business relationship (e.g. external processing centres, despatch or paying agents). The distribution of this Prospectus in certain countries may require that this Prospectus be translated into the languages specified by the regulatory authorities of those countries. Should any inconsistency arise between the translated and the English version of this Prospectus, the English version shall always prevail. The price of Shares in the Company and the income from them may go down as well as up and an investor may not get back the amount invested. The Company is an investment company governed by the laws of the Grand Duchy of Luxembourg and is subject to Part I of the law dated 17 December 2010 on undertakings for collective investment, as amended (the Law of 2010 ). The above registration does however not require any Luxembourg authority to approve or disapprove either the adequacy or accuracy of the Prospectus or the assets held in the various Sub-Funds. Any representations to the contrary are unauthorised and unlawful. The Company has appointed FundPartner Solutions (Europe) S.A. (the Management Company ) to serve as its designated management company in accordance with the Law of The Company qualifies as an Undertaking for Collective Investment in Transferable Securities ( UCITS ) under Article 1, paragraph 2, points a) and b) of the UCITS Directive, and may therefore be offered for sale in the European Union ( EU ) Member States (subject to registration in countries other than Luxembourg). As at the time of issue of this Prospectus, the Shares of the Company may be publicly offered in Belgium, Finland, France, Germany, Ireland, Italy (qualified investors as defined under local law only), Luxembourg, the Netherlands, Spain, Sweden, Switzerland (qualified investors as defined under local law only) and the United Kingdom only. The Articles give powers to the Board of Directors to impose such restrictions as they may deem necessary for the purpose of ensuring that no Shares in the Company are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the opinion of the Board of Directors might result in the Company incurring any liability or taxation or suffering any other disadvantage which the Company may not otherwise have incurred or suffered (such persons being referred to as the Prohibited Persons ). Investors should inform themselves and should take appropriate advice as to possible tax consequences, foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, domicile or 3 other eligible laws and which might be relevant to the subscription, holding, conversion or redemption of the Shares of the Company. Investment Restrictions applying to US Investors The Company has not been and will not be registered under the United States Investment Company Act of 1940 as amended (the Investment Company Act ). The Shares of the Company have not been and will not be registered under the United States Securities Act of 1933 as amended (the Securities Act ) or under the securities laws of any state of the United States of America and such Shares may be offered, sold or otherwise transferred only in compliance with the Securities Act and such state or other securities laws as may be applicable. The Shares of the Company may not be offered or sold within the United States or to or for the account of any US Person as defined in Rule 902 of Regulation S under the Securities Act. Rule 902 of Regulation S under the Securities Act defines US Person to include inter alia any natural person resident of the United States and with regards to investors other than individuals, (i) a corporation or partnership organised or incorporated under the laws of the US or any state thereof; (ii) a trust: (a) of which any trustee is a US Person except if such trustee is a professional fiduciary and a co-trustee who is not a US Person has sole or shared investment discretion with regard to trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person or (b) where court is able to exercise primary jurisdiction over the trust and one or more US fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to US tax on its worldwide income from all sources; or (b) for which any US Person is executor or administrator except if an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with regard to the assets of the estate and the estate is governed by foreign law. The term US Person also means any entity organised principally for passive investment (such as a commodity pool, investment company or other similar entity) that was formed: (a) for the purpose of facilitating investment by a US Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations promulgated by the United States Commodity Futures Trading Commission by virtue of its participants being non-us Persons or (b) by US Persons principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, unless it is formed and owned by accredited investors (as defined in Rule 501 (a) under the Securities Act of 1933) who are not natural persons, estates or trusts. United States means the United States of America (including the States and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction. If you are in any doubt as to your status, you should consult your financial or other professional adviser. US Foreign Account Tax Compliance Requirements ( FATCA ) The United States Hiring Incentives to Restore Employment Act (the HIRE Act ) enacted in March 2010 provides that a 30 per cent withholding tax will be imposed on certain payments to the Company of US source income and proceeds from the sale of property that 4 could give rise to US source interest or dividends (as from 1 January 2019) unless the Company complies with the terms of the intergovernmental agreement between Luxembourg and the US dated 28 March 2014). This includes the obligation to assess the status of its investors and to disclose the name, address and taxpayer identification number of certain United States persons that own, directly or indirectly, an interest in the Company, as well as information such as account balances, income and gross proceeds (non-exhaustive list) to its local tax authority. Investors who invest through intermediaries are reminded to check if and how their intermediaries will comply with this U.S. withholding tax and reporting regime. All prospective investors and Shareholders should consult with their own tax advisors to obtain a more detailed explanation of FATCA and how it might affect their individual circumstances. Hong Kong WARNING: The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document you should obtain independent professional advice. This Prospectus has not been registered by the Registrar of Companies in Hong Kong. The Company is a collective investment scheme as defined in the Securities and Futures Ordinance of Hong Kong (the Ordinance ) but has not been authorised by the Securities and Futures Commission pursuant to the Ordinance. Accordingly, the Shares may only be offered or sold in Hong Kong to persons who are professional investors as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong and the Ordinance. In addition, this Prospectus may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the Shares may not be disposed of to any person unless such person is outside Hong Kong, such person is a professional investor as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance. Portugal The Company has not been registered with the Comissão do Mercado dos Valores Mobiliários (the CMVM ) as a foreign collective investment scheme and this Prospectus (or any other agreement, document or material in relation to the Company) has not been approved by the CMVM pursuant to Decree-Law 63-A/2013 of 10 May, as amended from time to time (the Decree-Law ). Therefore: (i) Shares may not be advertised, offered or sold; and (ii) the Prospectus or any other offering material, may not be distributed or caused to be distributed to the public in circumstances which could qualify as the marketing of Shares in the Republic of Portugal pursuant to the Decree-Law and the Portuguese Securities Code without prior registration of the Company with the CMVM and all such documentation and marketing material being approved by the CMVM. 5 DIRECTORY Registered Office 15, Avenue J.F. Kennedy L Luxembourg Management Company Board of Directors of the Management Company Conducting Persons of the Management Company FundPartner Solutions (Europe) S.A. 15, Avenue J.F. Kennedy L-1855 Luxembourg Christian Schröder, Group Corporate Secretary and Head of Organisation, Pictet & Cie, Geneva Claude Kremer, Partner, Arendt & Medernach S.A., Luxembourg Michèle Berger, CEO and Managing Director, FundPartner Solutions (Europe) S.A. Geoffroy Linard de Guertechin, Independent Director Michèle Berger, CEO and Managing Director, FundPartner Solutions (Europe) S.A. Pascal Chauvaux, Head of Central Administration, FundPartner Solutions (Europe) S.A. Cédric Haenni, Head of Risk & Compliance, FundPartner Solutions (Europe) S.A. Dorian Jacob, Head of Investment Management Oversight, FundPartner Solutions (Europe) S.A. Board of Directors of the Company Chairman Jean Garbois Operating Partner, Duke Street 32, rue Emile Menier, Paris France Members Myles Marmion Finance Director, Ruffer LLP 80, Victoria Street London SW1E 5JL United Kingdom Mary McBain Director, Ruffer (Asia) Limited Suite 809, 8/F Jardine House 1 Connaught Place Central Hong Kong 6 Alain Guérard Managing Partner Mont Blanc Consult S.à r.l. 6 Rue Kummert L-6743 Grevenmacher Grand Duchy of Luxembourg Benjamin Boucher-Ferté Investment Director, Ruffer LLP 80, Victoria Street London SW1E 5JL United Kingdom Investment Manager Sub-Investment Manager Global Distributor Depositary Bank Administrative Agent, Registrar and Transfer Agent, Paying Agent and Domiciliary Agent Approved Statutory Auditors Legal Advisors (under Luxembourg law) Ruffer LLP 80, Victoria Street London SW1E 5JL United Kingdom Ruffer (Asia) Limited 6 th Floor Alexandra House 18 Chater Road Central Hong Kong Ruffer LLP 80, Victoria Street London SW1E 5JL United Kingdom Pictet & Cie (Europe) S.A. 15A, Avenue J.F. Kennedy L-1855 Luxembourg FundPartner Solutions (Europe) S.A. 15, Avenue J.F. Kennedy L-1855 Luxembourg Ernst & Young 35E, Avenue J.F. Kennedy L-1855 Luxembourg Arendt & Medernach S.A. 41A, Avenue J.F. Kennedy L-2082 Luxembourg 7 Copies of the Prospectus, the KIIDs, the latest available annual report containing the audited accounts, the latest semi-annual report and any information relating thereto may be obtained from the Registered Office of the Company at 15, Avenue J.F. Kennedy, L-1855 Luxembourg. All such documents can also be accessed electronically at 8 TABLE OF CONTENTS Page IMPORTANT INFORMATION... 2 TABLE OF CONTENTS... 9 GLOSSARY OF TERMS THE COMPANY INVESTMENT OBJECTIVE AND POLICY INVESTMENT RESTRICTIONS TECHNIQUES AND INSTRUMENTS RISK MANAGEMENT PROCESS RISK FACTORS MANAGEMENT OF THE COMPANY DEPOSITARY BANK AND CENTRAL ADMINISTRATION AGENT GLOBAL DISTRIBUTOR THE SHARES ISSUE AND SALE OF SHARES REDEMPTION OF SHARES DILUTION LEVY CONVERSION OF SHARES DETERMINATION OF THE NET ASSET VALUE SUSPENSION/DEFERRAL OF CALCULATION OF NET ASSET VALUE, SUBSCRIPTIONS, CONVERSIONS AND REDEMPTIONS DISTRIBUTION POLICY DATA PROTECTION CHARGES AND EXPENSES TAXATION IN LUXEMOURG GENERAL INFORMATION INFORMATION FOR UNITED KINGDOM INVESTORS INFORMATION FOR INVESTORS IN IRELAND INFORMATION FOR INVESTORS IN GERMANY INFORMATION FOR INVESTORS IN SWITZERLAND SUPPLEMENT SUPPLEMENT SUPPLEMENT SUPPLEMENT GLOSSARY OF TERMS Administrative Agent FundPartner Solutions (Europe) S.A. Articles the coordinated articles of incorporation of the Company dated 14 December 2012 and as may be supplemented or amended from time to time Approved Statutory Auditors Ernst & Young Board of Directors the board of directors of the Company Business Day any day on which banks are open for business in Luxembourg CAD Calculation Day Class Company CSSF Circular 11/512 CSSF Circular 12/546 Depositary Bank Domiciliary Agent EU Euro or Global Distributor Group of Companies Canadian dollar, the lawful currency of Canada each Business Day on which the Net Asset Value is calculated, as specified in the relevant Sub-Fund s particular Supplement. If the Calculation Day is not a Business Day, the Net Asset Value will be calculated on the next following Business Day each class of Shares within a Sub-Fund Ruffer SICAV, which term shall include any Sub-Fund from time to time thereof the CSSF circular 11/512 of 30 May 2011 determining (i) the presentation of the main regulatory changes in risk management following the publication of CSSF Regulation 10-4 and ESMA clarifications, (ii) further clarifications from the CSSF on risk management rules and (iii) the definition of the content and format of the risk management process to be communicated to the CSSF the CSSF circular 12/546 of 24 October 2012 relating to the authorisation and organisation of Luxembourg management companies subject to Chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment as well as to investment companies which have not designated a management company within the meaning of Article 27 of the Law of 17 December 2010 relating to undertakings for collective investment Pictet & Cie (Europe) S.A. FundPartner Solutions (Europe) S.A. European Union legal currency of the European Monetary Union Ruffer LLP companies belonging to the same body of undertakings and which must draw up consolidated accounts in accordance 10 Investment Manager KIID Law of 2010 Legal Advisor (under Luxembourg law) Management Company Member State Mémorial Money Market Instruments Net Asset Value Other Regulated Market Other State Paying Agent Pound Sterling or Prohibited Persons with Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts and according to recognised international accounting rules Ruffer LLP the Key Investor Information Document(s) of each Class of each Sub-Fund the Luxembourg law of 17 December 2010 on undertakings for collective investment, as may be amended from time to time Arendt & Medernach S.A. FundPartner Solutions (Europe) S.A. a member state of the European Union the Mémorial C, Recueil des Sociétés et Associations (renamed RESA) instruments normally dealt in on the money market which are liquid, and have a value which can be accurately determined at any time has the meaning ascribed to that term under section Determination of the Net Asset Value market which is regulated, operates regularly and is recognised and op
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