Base Prospectus FundShare Umbrella Fund BASE PROSPECTUS Umbrella Fund A contractual fund domiciled in Amsterdam 1 Base Prospectus FundShare Umbrella Fund 1 2 2.1 2.2 2.3 2.4 3 3.1 3.2 3.3 4 4.1 4.2 4.3 4.4 4.5 4.6 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 5.13 6 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 7 7.1 7.2 7.3 8 8.1 8.2 8.3 8.4 8.5 8.6 8.7 9 9.1 9.2 DEFINITIONS ................................................................................................................................................ 4 IMPORTANT INFORMATION ........................................................................................................................ 9 Structure, Sub-Funds and Classes ............................................................................................................ 9 Prospectus, Base Prospectus and Supplements ...................................................................................... 9 Investor Awareness and Responsibility ................................................................................................... 10 Distribution and Selling Restrictions ........................................................................................................ 10 STRUCTURE ............................................................................................................................................... 12 Contractual arrangement, establishement and duration ......................................................................... 12 Umbrella Fund ......................................................................................................................................... 12 Segregated liability and principle of limited recourse (beperkt verhaalsrecht) ........................................ 12 PARTICIPANTS ........................................................................................................................................... 13 General .................................................................................................................................................... 13 Rights of Participants to the Fund Assets................................................................................................ 13 Equal treatment of Participants ............................................................................................................... 13 Fair Treatment Participants ..................................................................................................................... 13 Liability Participants ................................................................................................................................. 13 Register of Participants ........................................................................................................................... 13 MANAGER ................................................................................................................................................... 14 General .................................................................................................................................................... 14 License Financial Supervisors and withdrawal of license ....................................................................... 14 Board ....................................................................................................................................................... 14 Duties and powers of the Manager .......................................................................................................... 14 Setting the investment policy (bepaling beleggingsbeleid)...................................................................... 14 Equity ....................................................................................................................................................... 15 Financial Year .......................................................................................................................................... 15 Annual accounts ...................................................................................................................................... 15 Articles of association of the Manager ..................................................................................................... 15 Complaints procedure.............................................................................................................................. 15 Delegation of tasks .................................................................................................................................. 15 Operating Company................................................................................................................................. 16 Liability towards participants .................................................................................................................... 16 DEPOSITARY .............................................................................................................................................. 17 General .................................................................................................................................................... 17 Board ....................................................................................................................................................... 17 Depositary functions and duties .............................................................................................................. 17 Legal ownership of assets ....................................................................................................................... 18 Depositary Agreement ............................................................................................................................. 18 Power of attorney..................................................................................................................................... 18 Liability ..................................................................................................................................................... 18 Delegation of functions ............................................................................................................................ 19 Equity ....................................................................................................................................................... 20 Financial Year .......................................................................................................................................... 20 Annual accounts ...................................................................................................................................... 20 Articles of association .............................................................................................................................. 20 AVOIDANCE AND DISCLOSURE CONFLICTS OF INTEREST ................................................................ 21 Fund governance ..................................................................................................................................... 21 Measures to avoid conflicts of interest .................................................................................................... 21 Disclosure of conflicts of interest ............................................................................................................. 21 INVESTMENT OBJECTIVE, POLICY, RISKS AND RESTRICTIONS ........................................................ 22 Investment Objective ............................................................................................................................... 22 Investment Policy..................................................................................................................................... 22 Overall Risk Exposure and Risk Management ........................................................................................ 22 Investment Restrictions ........................................................................................................................... 22 Securities Lending ................................................................................................................................... 22 Periodical checks liquidity risk ................................................................................................................. 22 Changes to the investment policy and/or investment restrictions ........................................................... 23 INVESTMENT RISKS .................................................................................................................................. 24 General .................................................................................................................................................... 24 Investor profile ......................................................................................................................................... 26 2 Base Prospectus FundShare Umbrella Fund 10 DETERMINATION AND CALCULATION OF THE NET ASSET VALUE .................................................... 27 10.1 Determination and calculation of the Net Asset Value ............................................................................ 27 10.2 Net Asset Value calculation by the Administrator .................................................................................... 28 10.3 Net Asset Value calculation errors, Materiality and Compensation ........................................................ 28 10.4 Temporary suspension of Net Asset Value determination, Issues and Redemptions ............................ 28 11 SUBSCRIPTION AND ISSUE OF PARTICIPATIONS ................................................................................ 30 11.1 Open-ended Sub-Funds .......................................................................................................................... 30 11.2 Subscription via DeGiro ........................................................................................................................... 30 11.3 Subscription orders and payments to be received before the Cut-off Time ............................................ 30 11.4 Prevention of money laundering and terrorist financing .......................................................................... 30 11.5 Request for issuance of Participations .................................................................................................... 30 11.6 Minimum subscription amount ................................................................................................................. 30 11.7 Number of Participations ......................................................................................................................... 30 11.8 Issue of Participations.............................................................................................................................. 30 11.9 Closing a Sub-Fund ................................................................................................................................. 31 11.10 Suspending or limiting the issue of Participations ............................................................................... 31 11.11 Register of Participants ....................................................................................................................... 31 11.12 Confirmation of subscription ................................................................................................................ 31 11.13 Switching ............................................................................................................................................. 31 11.14 Additional Information .......................................................................................................................... 31 12 REDEMPTION OF PARTICIPATIONS ........................................................................................................ 32 12.1 Request for redemption ........................................................................................................................... 32 12.2 Redemption amount ................................................................................................................................ 32 12.3 Payment of redemption amount .............................................................................................................. 32 12.4 Suspending or limiting the redemption of Participations ......................................................................... 32 12.5 Liquidity Management Requirements ...................................................................................................... 32 13 TRANSFER OF PARTICIPATIONS............................................................................................................. 33 13.1 General .................................................................................................................................................... 33 13.2 Derived rights ........................................................................................................................................... 33 14 FINANCIAL REPORTING ............................................................................................................................ 34 14.1 Annual reports ......................................................................................................................................... 34 14.2 Semi-annual reports ................................................................................................................................ 34 14.3 Incorporation by reference into the Prospectus ....................................................................................... 34 14.4 Audit financial statements ........................................................................................................................ 34 14.5 Place where the reports will be available ................................................................................................ 34 14.6 Rebate commissions ............................................................................................................................... 34 15 PROFIT ALLOCATION ................................................................................................................................ 35 15.1 Determination of the result ...................................................................................................................... 35 15.2 Distribution policy..................................................................................................................................... 35 15.3 Dividends and interest ............................................................................................................................. 35 15.4 Payment ................................................................................................................................................... 35 16 MEETING OF PARTICIPANTS ................................................................................................................... 36 16.1 Access to the Meeting of Participants ..................................................................................................... 36 16.2 The agenda .............................................................................................................................................. 36 16.3 Directors .................................................................................................................................................. 36 16.4 The auditor ............................................................................................................................................... 36 16.5 The notice ................................................................................................................................................ 36 16.6 Place where the Meeting of Participants will be held .............................................................................. 36 16.7 Extraordinary Meeting of Participants...................................................................................................... 36 16.8 Chairman of the Meeting of Participants ................................................................................................. 36 16.9 Decision-making ...................................................................................................................................... 36 16.10 Termination and liquidation ................................................................................................................. 37 16.11 Balance remaining after liquidation ..................................................................................................... 37 17 DISCLOSURE OF INFORMATION ............................................................................................................. 38 17.1 Disclosure of fair treatment ...................................................................................................................... 38 17.2 Website of the Investment Manager ........................................................................................................ 38 17.3 Documents available for inspection ......................................................................................................... 38 17.4 Periodical reports ..................................................................................................................................... 38 17.5 Monthly reports ........................................................................................................................................ 38 3 Base Prospectus FundShare Umbrella Fund 17.6 (Semi-) Annual Report ............................................................................................................................. 38 17.7 Annual overview ...................................................................................................................................... 39 17.8 Changes to the Prospectus ..................................................................................................................... 39 18 TAXATION ................................................................................................................................................... 40 18.1 General .................................................................................................................................................... 40 18.2 Tax transparency ..................................................................................................................................... 40 18.3 Corporate income tax .............................................................................................................................. 40 18.4 Dividend withholding tax .......................................................................................................................... 40 18.5 Value Added Tax ..................................................................................................................................... 40 18.6 Taxes on Income and Capital Gains ....................................................................................................... 41 18.7 Change of tax structure ........................................................................................................................... 41 19 FEES AND EXPENSES ............................................................................................................................... 42 19.1 Fees and expenses charged to the Fund ................................................................................................ 42 19.2 Costs charged to the Participant ............................................................................................................. 44 19.3 Ongoing Charges Ratio (OCR) in reporting ............................................................................................ 44 19.4 Transaction costs not included the OCR ................................................................................................. 44 19.5 Portfolio turnover rate (PTR) in reporting ................................................................................................ 44 20 OTHER INFORMATION .............................................................................................................................. 45 20.1 Evidence .................................................................................................................................................. 45 20.2 Terminiation Depositary Agreement ........................................................................................................ 45 20.3 Related parties ......................................................................................................................................... 45 20.4 Data Protection Act .................................................................................................................................. 45 20.5 Policy regarding voting rights and voting conduct ................................................................................... 45 21 MANAGERS STATEMENT .......................................................................................................................... 46 22 ASSURANCE REPORT ............................................................................................................................... 47 ADDRESS LIST .................................................................................................................................................... 48 APPENDIX I: REGISTRATION DOCUMENT....................................................................................................... 49 SUPPLEMENTS 1. Supplement: Norwegian Sovereign Bond Fund 2. Supplement: EUR Cash Fund 3. Supplement: Brazilian Bond Fund 4. Supplement: IEX40 Index Fund 5. Supplement: Sequoia Quantum Satis Fund 6. Supplement: Stroeve Beheerd Beleggen Groei 7. Supplement: Stroeve Beheerd Beleggen Behoud 8. Supplement: Harmony Inviniti Aandelen Fonds 9. Supplement: CHF Cash Fund 10. Supplement: USD Cash Fund 11. Supplement: Mahler India Fund 12. Supplement: Euro Cash Margin Fund 13. Supplement: Ambassador Aandelen Fonds 14. Supplement: Ambassador Obligatie Fonds 15. Supplement: Post opbouw Inkomens Fonds 16. Supplement: Post opbouw Continu Click Fonds 17. Supplement: Harmony Inviniti Hoog Dividend Fonds 18. Supplement: Dijkstra Beaumont Equity Fund 19. Supplement: Dijkstra Beaumont Fixed Income Fund 52 55 58 61 64 68 72 75 79 82 85 88 91 95 99 102 105 109 112 4 Base Prospectus FundShare Umbrella Fund 1 DEFINITIONS Unless the context otherwise requires, the words and expressions below, which are written with a capital letter in this prospectus, have the following definitions: the Wft and the Bgfo together; 2 Act on Financial Supervision Additional Conditions the additional conditions, not integrated in this Prospectus but available on the Website, that apply to the investment in Participations as a Lijfrentebeleggingsrecht; Administrator the private limited liability company FundShare Administrator B.V., to whom the Manager has outsourced (i) the conduct of the financial and investment administration; (ii) the calculation of the Net Asset Value per Participation; and (iii) the maintenance of the Register of Participants; Affiliated Party a natural person or legal entity that fits the definition of gelieerde partij as defined in article 1 BGfo; AIFM Directive The Alternative Investment Fund Managers Directive 2011/61/EU is a European Union Directive which entered into force on 22 July 2013. The AIFM Directive regulates: EU fund managers that manage alternative investment funds ("AIFs") (wherever they are based); fund managers (wherever they are based) that manage AIFs established in the EU; and fund managers (wherever they are based) that market the units or shares of an AIF in the EU; Appendix an appendix to this Prospectus; Base Prospectus the basic part of the Prospectus describing the general conditions and features of the Fund; BGfo Decree on the Supervision of the Conduct of Financial Enterprises Wft (Besluit Gedragstoezicht op financiële ondernemingen Wft: BGfo) as applicable from time to time or any legislation which replaces it; Business Day any day the NYSE Euronext in Amsterdam is open for trading; Class (of Participations) any class of Participations in respect of any Sub-Fund, each Class having equal rights and obligations and the same assets and liabilities, but with possibly different redemption characteristics, fee-structure or currency denomination; Commencement Date means, in relation to any Sub-Fund, the date upon which Participations are first issued; Custody the acquiring and holding of the ownership rights of the assets of the Fund for the benefit of the participants (het in juridische eigendom houden van de activa); Custody Agreement an agreement with the Custodian will cover the safe keeping of Financial Instruments of the Fund and related activities in Custody; 5 Base Prospectus FundShare Umbrella Fund Cut-off Time the time (16:00 p.m. Central European Time) at a Valuation Day by which the issuance, redemption and transfer requests with respect to Participations must be received by the Administrator to be accepted for execution on the following Trading Day; DeGiro The Investment Company DeGiro B.V, a private limited liability company incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam. DeGiro provides brokerage and custody services to the Fund. Depositary DAF Depositary B.V., a private limited liability company incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, or its legal successor, acting as depositary of the Fund according to article 21 AIFM Directive as well as any entity that is charged with the Custody of the assets of the Fund;; Depositary Agreement the agreement among the Manager and the Depositary in which the Depositary has agreed to act as depositary according to article 21 of the AIFMD Directive and legal owner of the assets and liabilities of the Fund; Derived Right any right created by a Participant, by the Securities Giro or by a third party, referencing to and directly or indirectly derived from a Participation issued by a Sub-Fund; Financial Instruments the types of financial instruments as defined in the definition of financial instrument in article 1:1 of the Wft; Financial Supervisor(s) the institutions to whom the Minister of Finance has delegated several tasks by or pursuant to the Wft, being the Dutch Central Bank (De Nederlandsche Bank, "DNB"), respectively the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten, "AFM"). The supervision by AFM primarily relates to conduct of business supervision whereas DNB focuses on prudential supervision; Fund FundShare Umbrella Fund, an open-ended tax transparent (umbrella) contractual fund comprising Sub-funds with various strategies and investment opportunities in accordance with Dutch law for the purpose of collective investment in order for the Participants to share in the proceeds thereof; Key Investor Information the information document for Funds as mentioned in Article 1 BGfo; Lijfrentebeleggingsrecht: blocked investments as meant in article 3.126a Wet Inkomstenbelasting 2001; Lijfrente Savings Account a blocked savings account Inkomstenbelasting 2001; Management the management of the Fund for the risk and account of the Participants; Manager the entity responsible for the management of the Fund: HiQ Invest B.V. or its legal successor, as well as any entity that is charged with the management of the Fund thereafter; Meeting of Participants meeting of Participants of the (Sub-)Fund; as meant in article 3.126a Wet 6 Base Prospectus FundShare Umbrella Fund Net Asset Value the total assets belonging to a Sub-Fund less the liabilities of that SubFund expressed in the currency as specified in the Supplement relating to such Sub-Fund; Net Asset Value per Participation the Net Asset Value of a Sub-Fund determined per the Valuation Day divided by the issued and outstanding Participations in that Sub-Fund per the Valuation Day; Participant the natural person or legal entity that is registered in the Register of Participants as being entitled to one or more (Classes of) Participations in accordance with the Prospectus; Participation(s) the beneficial interest(s) in a Sub-Fund reflecting the pro rata share(s) of Participant(s) in the Net Asset Value of a particular Sub-Fund; Operating Company the investment firm as specified in the relevant Supplement, operating under a license of the Financial Supervisors, to which the Manager may delegate the implementation (uitvoeren) of the investment policy of one or more Sub-Funds; Prospectus the Base Prospectus and its appendices and the Supplement together, form the Fund’s overall Prospectus; Register of Participants means a register maintained by the Administrator for the registration of the outstanding Participations and Participants; Securities Giro Stichting DeGiro, a foundation established in Amsterdam, used as a safekeeping vehicle (beleggersgiro) by DeGiro, for holding the investments of the clients of DeGiro segregated from the own assets of DeGiro; Settlement System any clearing agency, settlement system or central securities depositary (including any entity that acts as a system for the central handling of Financial Instruments in the country where it is incorporated or organised, or that acts as a transnational system for the central handling of Financial Instruments) used in connection with transactions in or relating to Financial Instruments, and any nominee of the foregoing; Sub-Fund a separate sub-fund of the Fund, established and maintained in respect of Participations of the Fund to which the Investments and liabilities and income and expenditure attributed or allocated to such sub fund will be applied or charged, the Sub-Funds are distinguished mainly by their specific investment policy or any other specific features as described in the relevant Supplement; Sub-Custodian any party directly (or indirectly though the custody chain) appointed by the Custodian pursuant to the Custody Agreement for the purpose of holding and safekeeping of Financial Instruments, excluding a Settlement System; Sub-Management Agreement means the agreement entered into between the Operating Company and the Manager with respect to the implementation of the investment policy of a Sub-Fund as set by the Manager; Supplement a supplement, which contains special conditions regarding one or more Sub-Funds; 7 Base Prospectus FundShare Umbrella Fund Swap Counterparty Stichting Bewaarbedrijf Guestos, acting in its capacity as depositary of HiQ Invest Market Neutral Fund, an investment fund managed by the Manager, acting as the principal swap counterparty to the Fund; Tax Neutral Inflow the receipt of money or investments that already form part of a Lijfrentebeleggingsrecht or Lijfrente Savings Account with another eligible service provider (in accordance with article 3.126 sub 1 Wet Inkomstenbelasting 2001) and the tax neutral investment thereof in Participations as Lijfrentebeleggingsrecht; Tax Neutral Outflow the tax neutral redemption of Participations that are held as Lijfrentebeleggingsrecht with direct investment of the proceeds in a Lijfrentebeleggingsrecht or Lijfrente Savings Account with another service provider (in accordance with article 3.126 sub 1 Wet Inkomstenbelasting 2001); Trading Day the Business Day on which the Net Asset Value per Participation is calculated and Participations may be issued, transferred or redeemed; Valuation Day a Business Day as of which the Net Asset Value of a Participation will be determined in accordance with the Prospectus; Website the website of the Fund: www.hiqinvest.nl; Wft Act on Financial Supervision (Wet op het financieel toezicht: “Wft”) as applicable from time to time or any legislation which may replace it. The Wft regulates Dutch and non-Dutch investment institutions and their managers active in The Netherlands in the interest of investors and market integrity. A license under the Wft provides certain safeguards to investors as licenses are only granted if requirements concerning expertise, integrity, capital adequacy, the conduct of business and information provision are met; and Wwft Prevention of Money Laundering and Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme: “Wwft”). Please note that the definitions given here for a term in singular form also apply to the plural form and vice versa. In the event of a conflict between the wording of the Base Prospectus and of a Supplement, the wording of the Supplement shall prevail. 8 Base Prospectus FundShare Umbrella Fund 2 IMPORTANT INFORMATION 2.1 Structure, Sub-Funds and Classes The Fund is an open-ended umbrella fund consisting one or several Sub-Funds. A single portfolio of Investments is maintained for each Sub-Fund and is invested in accordance with the investment objective and policy applicable to that SubFund. The investment objective, policy, as well as the risk profile and other specific features of each Sub-Fund are set forth in the Supplement relating to each Sub-Fund. The Manager may, at any time, create additional Sub-Funds whose features and investment objectives may differ from those of the Sub-Funds then existing. Upon creation of new Sub-Funds or Classes, the Prospectus will be updated and/or supplemented accordingly.The Sub-Funds enable investors to choose between one or more investment objectives by investing in different portfolios of Investments. The Participations in respect of each Sub-Fund may be classified into Classes. The Manager may in its discretion differentiate between Classes without limitation as to currency of denomination, distribution policy and hedging strategies if any, applied to the designated currency of a particular Class, fees and expenses or subscription or redemption procedures. Participations of the different Sub-Funds may be issued and redeemed at prices computed on the basis of the Net Asset Value per Participation of the relevant Class within the relevant Sub-Fund. 2.2 Prospectus, Base Prospectus and Supplements The Prospectus is divided into (i) the Base Prospectus including appendices and (ii) the Supplements. The Base prospectus contains general information about the Fund and information that concerns all of the Sub-Funds. A Supplement contains specific information about a Sub-Fund such as its investment objective and policy, the investment techniques, the risk profile and the fees and specific charges related to the Sub-Funds. This Prospectus is only valid if accompanied by the relevant Supplement(s) referring to the asset portfolio(s) of the Sub-Funds in which an investment is to be made. All appendices to the Base Prospectus and the Supplement(s) form an integral part of the Prospectus and should be read in conjunction with this Prospectus. The Prospectus in English should be regarded at all times as the authoritative text. In the event of any differences of interpretation between the Prospectus in English and a translation of this Prospectus, the Prospectus in English should be taken as the source text. Where there are differences between the text of the Base Prospectus and a Supplement, the text in the Supplement will prevail. 2.2.1 Governing law and regulations This Prospectus shall be governed by and construed in accordance with the laws of and regulations in the Netherlands and especially the Wft and BGfo (together the “Act on Financial Supervision”) which regulate supervision of the financial sector in the Netherlands. Therefore, the legal relationship between the Manager, the Depositary and the Participants is exclusively governed by Dutch law. All disputes arising out of or relating to this Prospectus (including any dispute concerning the existence and validity thereof) shall be settled by the competent court in Amsterdam. The Fund is an Alternative Investment Fund (AIF) and not a UCITS Fund as defined in the Directive for the purposes of distribution to profesional and retail investors in the European Union. 2.2.2 Supplements As of the date of this Prospectus, there are nineteen (19) Supplements available dated July 22, 2014: EUR Cash Fund; CHF Cash Fund; USD Cash Fund; EUR Cash Margin Fund: Norwegian Sovereign Bond Fund; Brazilian Bond Fund; IEX40 Index Fund; Sequoia Quantum Satis Fund; Stroeve Beheerd Beleggen Groei; 9 Base Prospectus FundShare Umbrella Fund Stroeve Beheerd Beleggen Behoud; Harmony Inviniti Aandelen Fonds; Harmony Inviniti Hoog Dividend Fonds; Mahler India Fund; Ambassador Aandelen Fonds; Ambassador Obligatie Fonds; Post Opbouw Inkomens Fonds; Post Opbouw Continu Click Fonds; Dijkstra Beaumont Equity Fund; and Dijkstra Beaumont Fixed Income Fund. No person is authorized to disclose information or to make statements on behalf of the Manager that are not included in this Prospectus. Should this occur however, one may not rely that the information is disclosed or the statements are made by the Manager. The provision of this Prospectus does not imply that after the date of this Prospectus, all recorded information is still correct. An updated version of the Prospectus and the Supplements shall be available via the Website of the Manager: www.hiqinvest.nl or via the office of the Manager. This Prospectus will be published in the English language only. 2.3 Investor Awareness and Responsibility Investors should read the complete Prospectus as well as the relevant Supplement(s) to the Prospectus, prior to investing in one or more Sub-Funds. In addition, (potential) investors should, among other things, assess the most recent available financial information for the Fund prior to deciding whether or not to acquire Participations. The Base Prospectus and every Supplement should be read in conjunction with the most recent (semi) annual report, the contents of which shall be deemed to be part of this Prospectus. The latest published annual accounts of the Fund can be found on the Website and are considered to be part (incorporation by reference) of this Prospectus and every Supplement. For information on actual returns and historical expenses reference is made to these. Potential investors in participations of Sub-Funds are advised that the investment involves financial opportunities as well as financial threats. Investing in the Fund through Participations entails risks. The value of the investment in the Participations may fluctuate due to applicable investment policy or through the fluctuation of the value of the Investments. Past performance is no guarantee for the future. Investors are advised to seek legal and tax advice prior to acquiring Participations. For this financial product a Key Investor Information Document is available with general information of the SubFunds, their fees and expenses and the risks involved. The information in the EBi (such as the risk indicator) is checked yearly, and adjusted if necessary. Before investing in Participations of the Fund please ask for this document or download it from the Website: www.hiqinvest.nl and read it carefully. The Website is the primary means of communication for information on the Fund. All current information can be found there and is available for downloading. 2.4 Distribution and Selling Restrictions This Prospectus does not constitute an offer to sell or solicitation of an offer to buy Participations in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The Manager is licensed and subject to financial supervision in The Netherlands. The Fund is not a UCITS as defined in the EU UCITS Directive for the purposes of distribution in the European Union. The Fund is registered for public distribution in The Netherlands only. 2.4.1 Information for investors relating to the United States of America The Participations will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), nor will the Manager be registered under the United States Investment Company Act of 1940, as amended. The Participations may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories or possessions, any state of the United States of America and the District of Columbia, unless this is carried out in accordance with Regulation S of the Securities Act or due to an exemption from the registration requirements contained in the Securities Act. Except for certain limited exceptions, the Manager will not accept registrations from persons resident in the United States of America or acting for the account or benefit of any person in the United States of America (“US Person”). Any person obtaining possession of a copy of this Prospectus is advised to take note of such limitations and act accordingly. The 10 Base Prospectus FundShare Umbrella Fund Fund, the Manager and the Depositary do not accept responsibility for non compliance with any such limitation by any person whomsoever, whether it concerns a potential buyer of Participations or not. The Participations of the Fund are not registered under the United States Securities Act of 1933 in the United States of America (USA) and may not therefore be offered for sale in the USA or offered or sold to US Persons. US persons are deemed to be individuals, for example, who: a) were born in the USA or in US sovereign territory, b) are naturalised American citizens (or Green Card holders), c) were born outside the USA as a child of a US citizen, d) without being a US citizen, have their main place of residence in the USA, e) are married to a US citizen or f) are liable to pay tax in the USA. The definition of 'US Person' also covers: a) companies and limited companies established under the laws of one of the 50 US states or the District of Columbia, b) companies and partnerships established under an Act of Congress, c) pension funds established as US trusts and d) companies that are liable to pay tax in the USA. 11 Base Prospectus FundShare Umbrella Fund 3 3.1 STRUCTURE Contractual arrangement, establishement and duration The Fund is a contractual fund located in Amsterdam, created under the laws of The Netherlands. As such the Fund itself is not a legal or natural person. Each Sub-Fund is the aggregate of the assets less the accrued debts, liabilities and obligations as managed by the Manager and held by the Depositary in its own name and capacity in relation to such Sub-Fund, governed by the Prospectus. The Fund is entered into for an indefinite period of time on April 12, 2012. The Fund's business address is at the office of the Manager. Each Participation sees to a proportional share in the Net Asset Value of the applicable Sub-Fund. The Fund is governed by this Propectus, which apply to the Participants, the Manager and the Depositary. Under Dutch law, a contractual fund may be considered a contract sui generis between the Participants, the Manager and the Depositary (overeenkomst van eigen aard). 3.2 Umbrella Fund The Fund is an umbrella type collective investment vehicle comprising one or more separate Sub-Funds, a so-called umbrella fund. It offers prospective investors the opportunity to participate in one or more Sub-Funds. The Participations issued by the Fund each relate to a specific Sub-Fund. The Fund may issue Participations in a Sub-Fund on each Trading Day. Every Sub-Fund has its own objective, pursues its own policy and risk profile and puts together its own investment portfolio to that end. In addition every Sub-Fund has a separate administration, to ensure, among other things, that all proceeds and costs attributable to a Sub-Fund can be accounted for. An increase or decrease of the value of the portfolio allocated to a Sub-Fund is exclusively for the benefit or expense of the Participants in such Sub-Fund. Although the portfolio assets are administrated separately, all investments of the several Sub-Funds are held by the Depositary in its own name and capacity. In order to protect the assets of the one Sub-Fund against losses incurred in another Sub-Fund, the laws of The Netherlands provide for a segregation of liability between the assets of the different Sub-Funds. Investments that could potentially lead to a negative Net Asset Value of a Sub-Fund are not allowed. Each Sub-Fund shall be subject to the Prospectus and the relevant Supplement. In the Supplement of the Sub-Fund the following subjects shall be covered: Investment Objective; Investment Policy and Techniques; Restrictions on Investments; Investment Risks; Operating Company; Fees and Expenses; and Fund Characteristics. 3.3 Segregated liability and principle of limited recourse (beperkt verhaalsrecht) In accordance with artikel 1:13 and 4:45 Wft (‘rangorderegeling’), the assets of a Sub-Fund will first be used to meet liabilities arising from the Management and Custody of that Sub-Fund and then for the Participations in that Sub-Fund, before any other liabilities to third party creditors will be paid. Besides this segregation of the rights and obligations of the different Sub-Funds, the Manager will require from each service provider or counter party, that provides services or enters into Investment transactions or positions in relation to a Sub-Fund, to agree that recourse will only be possible against the assets of that particular Sub-Fund. The result is that the assets of each Sub-Fund that are held within The Netherlands are ring-fenced and cannot be called upon to meet an excess of liabilities of another Sub-Fund of the Fund. 12 Base Prospectus FundShare Umbrella Fund 4 4.1 PARTICIPANTS General The Sub-Funds' capital raised by the Participants shall be used for the investment in accordance with the Prospectus and the relevant Supplement. The Participants' participation in the Sub-Fund is subject to the Prospectus. 4.2 Rights of Participants to the Fund Assets Each Participant is an economic beneficiary and as such entitled to the assets of the Fund in proportion to the number of Participations held by him. The Participations represent the entitlement to the Fund that is managed by the Manager in accordance with the policies set out in this Prospectus.The Participations are registered on name. Evidences of participation will not be issued. 4.3 Equal treatment of Participants The Fund will treat Participants in similar cases in a similar way. 4.4 Fair Treatment Participants The Manager will in every decision concerning the Fund, always consider whether the consequences of the decision are unfair to the Participants, given the contents of the Prospectus and that what the Participants pursuant thereto and in accordance with the applicable regulations may reasonably expect. 4.5 Liability Participants Acquisition of Participations only creates rights and obligations for the Participant with respect to the Fund and not towards the other Participants. Participants are not liable for the obligations of the Manager or Depositary. They are also not liable for any losses of the Fund to the extent that go beyond the level of their paid up or yet to be paid contribution with regards to their Participations. 4.6 Register of Participants This Register of Participants typically takes the form of a record book that lists the owners of Participations per Sub-Fund as issued by the Fund. The Manager has delegated the maintenance of the Register of Participants to the Administrator. The Register of Participants records the following: This Register of Participants typically takes the form of a record book that lists the owners of Participations per Sub-Fund as issued by the Fund. The Manager has delegated the maintenance of the Register of Participants to the Administrator. The Register of Participants records the following: Names and addresses of all Participants per Sub-Fund, with the amount of the Participation held by each Participant; Client identification documents; and Bank account number. The Register also notes transaction details (dates, Participants involved etc) in relation to: Issue of Participations to Participants; Transfer of Participations by or to Participants; and Repurchase or redemption of Participations from Participants. 13 Base Prospectus FundShare Umbrella Fund 5 5.1 MANAGER General HiQ Invest B.V (the “Manager”) shall act as the manager of the Fund. The Manager was established on 25 July 2006 and has its registered office in Amsterdam in accordance with its articles of association. The Manager is registered with the Chamber of Commerce and Industry in Amsterdam under number 34252934. 5.2 License Financial Supervisors and withdrawal of license HiQ Invest B.V. is authorised by the Financial Supervisors to act as an investment fund manager (beheerder) and accordingly has been granted a license under the Wft. The Financial Supervisors have licensed the Manager on 3 November 2006 on the grounds of article 2:67 Wft and from 17 June 2014 also on grounds of article 2:69c. Copies of the licenses will be made available to the Participants for a maximum charge of the costs involved and are available for inspection on the Website. Should the license pursuant to article 2:67 Wft be revoked, then, Participants will be notified at their e-mail address. The Manager manages the following Funds: HiQ Invest Fundamental Value Fund (AIF); HIQ Invest Market Neutral Fund (AIF); FundShare Umbrella Funs (AIF); and FundShare Umbrella UCITS Fund (UCITS). 5.3 Board The following persons – who are also the directors of the Manager – determine the daily policy of the Manager in accordance with 4:39 Wft: dr. ir. J.H.M. Anderluh, residing in Delft, as general manager (partly) responsible for the Trading Process, Investment Policy, Compliance & Risk, Reporting and the IT systems. drs. N.J. Klok CFA, residing in Amsterdam, as manager (partly) responsible for the Trading Process, Investment Policy; he also maintains contact with: the Clearing, brokers, Administrator en Depositary. 5.4 Duties and powers of the Manager HiQ Invest B.V. shall be the manager of the Fund. The duties and powers of the Manager shall include: setting and implementing the investment policy. The Manager shall make the decisions on the investment activities; keeping the books of the Fund and the Sub-Funds; ensuring that the Net Asset Value of each Sub-Fund is determined and calculated accurately and timely; monitoring the interests of the Participants. The Manager may decide to delegate (outsource), the implementation of the investment policy and making the decisions on the investment activities, the financial and investment administration of the Fund and/or Sub-Funds and the calculation of the Net Asset Values to a professional third party. 5.5 Setting the investment policy (bepaling beleggingsbeleid) All directors of the Manager are involved in setting the investment policy of the Fund and have the following relevant experience: • dr. ir. J.H.M. Anderluh Jasper Anderluh has focused on the financial world in the final phase of his study electrical engineering. He graduated at the quantitative research group of AOT N.V. and obtained a PhD in financial mathematics at the TU Delft. Within his doctoral research he was mainly concerned with numerical modelling and valuation of exotic options. His research was published in May 2007. From 2002 until 2007 Anderluh has been employed at Binck Securities BV (formerly AOT), most recently as head of the Research Department. In this position he guided the quantitative aspects of the trading strategies of Binck Securities as well as the development of semi-automated and fully automated trading tools for this trading. He was also involved in the treasury activity of BinckBank and he was a member of the Risk Committee of BinckBank N.V. 14 Base Prospectus FundShare Umbrella Fund • 5.6 drs. N.J. (Niels) Klok CFA Niels Klok studied business administration at the Rijksuniversiteit Groningen, is a CFA charter holder and finished Business Valuation at the Rotterdam School of Management; Niels Klok worked for four years (2002-2006) as an arbitrage and position trader at AOT Derivatives and Binck Securities. In this position he was involved with hedge volatility structures and other risk arbitrages, market positioning with corporate actions and with the management of the bond positions for the treasury activities of BinckBank. Niels Klok is one of the founders and director of HiQ Invest B.V. and DeGiro B.V. and responsible for all trading and asset management (2006-now). Equity For capital adequacy purposes the common equity capital of the Manager should be at least the higher of: EUR 125,000 or 25% of the fixed costs of the previous financial year. 5.7 Financial Year The financial year of the Manager coincides with the calendar year. 5.8 Annual accounts Within six months after every financial year-end, the Manager prepares the annual accounts. The annual accounts are signed by the directors of the Manager and the Depositary. In the event that one or more of the signatures are missing, this must be reported together with the reason therefore. The annual accounts are available in English on the Website of the Fund www.fundshare.nl and of the Manager www.hiqinvest.nl. 5.9 Articles of association of the Manager The Manager's articles of association are available for inspection at the offices of the Manager; a copy is also placed on the Website of the Manager www.hiqinvest.nl. 5.10 Complaints procedure 5.10.1 Complaints handling In case of complaints about the Fund, the Manager, the Administrator, the Operating Company or the Depositary, these can be submitted through a registered letter to the Manager's address: Herengracht 442 1017 BZ Amsterdam to the attention of the Complaince Officer Mr. J.H.M. Anderluh or via the general e-mail address: customers@hiqinvest.nl. 5.10.2 The Financial Services Complaints Board The Financial Services Complaints Board (Kifid; Klachteninstituut Financiële Dienstverlening) can mediate for consumers concerning complaints if the complaint is not handled by the Complaince Officer of the Manager to the satisfaction of the Participant. The registration number of the Manager is 400.000.378. Complaints can be directed to: PO Box 93257 2509 AG THE HAGUE Telephone 070-333 8 999 5.11 Delegation of tasks The Manager is authorized to delegate a part of its duties. 5.11.1 Administrator The Manager has engaged FundShare Administrator B.V., (the ”Administrator”) to provide certain financial, accounting and administrative and other services to the Fund. The Administrator provides, subject to the overall direction of the Manager, administrative services and registrar services. Pursuant to an administration agreement (the “Administration Agreement”) between the Administrator and the Manager, the Administrator will perform, among other things, the following tasks under the general supervision of the Manager: 15 Base Prospectus FundShare Umbrella Fund 5.11.2 5.11.3 5.11.4 Fund accounting services Computation of fees and accruals; Trades, positions and cash reconciliations; Capital account maintenance; Independent and timely calculation of the Net Asset Value per Participation; Financial reporting in accordance with Dutch GAAP requirements; Maintenance of full multi-currency accounting records. Fund administration services Maintain official books and records; Process trade-related transactions and corporate actions; Process subscriptions, redemptions, transfers and switches. Investor services Maintenance of all investor records (Register of Participants); Reporting and communication services including preparation of notices, contract notes, Net Asset Values per Participation and holdings statements; Performance of anti-money laundering/investor identification checks. The Administrator will not provide any investment advisory or management service and therefore will not be in any way responsible for the Fund’s performance. The administrator will not be responsible for monitoring any investment decisions restrictions or compliance and therefore will not be liable for any breach thereof. 5.12 Operating Company The Manager can delegate the implementation of the investment policy (uitvoeren beleggingsbeleid) per Sub-Fund as determined by the Manager, to the Operating Company. If the implementation of the investment policy is delegated to the Operating Company, this is set out in the Supplement. If this is the case, the Operating Company shall act solely in the interest of the Participants and in accordance with the provisions of the Prospectus. The implementation and execution of the investment policy may only be delegated to an entity licensed by the Financial Supervisors as an investment firm. The Operating Company based on the Sub-Management Agreement is entitled to a portion of the Management Fee as set out in the respective Supplement. The Manager shall in all cases remain responsible for proper supervision and monitoring of the execution of the delegated tasks. If the implementation of the investment policy is not delegated to an independent third party, the Manager shall act as the Operating Company. 5.13 Liability towards participants The Manager acts for the expense and risk of the Fund and shall not be liable for losses as a consequence of the reduction in value, drop in prices or any other cause whatsoever. The Manager shall be liable for damages to the extent such damages are the direct result of gross negligence (grove schuld), fraud or willful misconduct (opzet) of the Manager. The same applies if the Manager has delegated or entrusted a third party with any of its tasks or duties. The Manager holds: sufficient own funds; and professional indemnity insurance policy (a group policy coverage EUR 2,500,000 per year). Both measures are deemed appropriate to cover potential liability risks arising from professional negligence. 16 Base Prospectus FundShare Umbrella Fund 6 DEPOSITARY 6.1 General DAF Depositary B.V. (the “Depositary”) was incorporated on October 3, 2011, and has its registered office in Amsterdam in accordance with its articles of association. The Depositary is registered with the Chamber of Commerce and Industry in Amsterdam under number 53673166. 6.2 Board The following persons – who are also directors of the Administrator – determine the daily policy of the Depositary in accordance with article 4:39 Wft: Mr. drs. M.S. Huisman RA RV; Mr. H.J.J.M. Schoofs RA. The above directors will determine the daily policy pursued by the Depositary. Mr. M.S. Huisman and Mr. H.J.J.M. Schoofs are also the directors of the Administrator, being the sole shareholder of the Depositary. Mr. H.J.J.M. Schoofs has many years’ experience in the banking sector and in asset management (both as an executive and manager) and as a public accountant. Mr. M.S. Huisman has worked as a public accountant at PriceWaterhouseCoopers Accountants N.V. for 8.5 years working for audit clients in the international financial services sector. The last two years Mr. M.S. Huisman worked as Head of Finance and Control for the group to which the Depositary belongs. The Depositary, Mr. M.S. Huisman and Mr. H.J.J.M. Schoofs do not engage in any activities related to the activities of the Manager. 6.3 Depositary functions and duties The Depositary acts as the depositary for the Fund under the Wft, based on a written contract with the Manager appointing the Depositary as the Fund’s depositary. The Depositary is responsible for certain functions and duties with respect to the following areas: Cash flow monitoring: monitoring the Fund’s cash-flows, all accounts (Financial Instruments and cash) are opened under the name of the Depositary regarding the Fund; Custody: ensuring that the Fund’s Financial Instruments that fall under AIFM article 21, 8 sub a (“Custody Assets”), are held in custody appropriately; Ownership Verification: verifying the acquisition of the other assets (including derivatives) of the Fund that fall under AIFM article 21, 8 sub b (“Other Assets”) and the correct registration of these Other Assets; Investment Policy Supervison: supervise the execution of the investment policy as set by the Manager and executed (implemented) by the Manager or the Operating Company, if applicable, in accordance with the relevant stipulations in the Prospectus and the applicable Supplement on a post trade basis; Investor Subscriptions and Transactions: overseeing the sale, issue, repurchase, redemption and cancellation of units of the Fund, meaning that the correct number of Participations are issued to the Participants upon entry, and that Participants that redeem their Participations receive the proper redemption amount; Asset reconciliations: reconciliations are being conducted on a regular basis between the Depositary’s internal accounts and records and those of any third party to whom custody functions are delegated (DeGiro). Managers instructions: the Depositary carries out the Manager’s instructions, unless they conflict with applicable national law (Wft) and this Prospectus; Valuation: The Depositary ensures that the Fund’s Participations are valued in accordance with applicable national law (Wft) and this Prospectus. The Depositary verifies on an ongoing basis that appropriate and consistent procedures are established and applied for the valuation of the assets of the Fund and that the valuation policies and procedures are effectively implemented and periodically reviewed; Remittance: the Depositary ensures that in transactions involving the Fund’s assets any consideration is remitted to the Fund within the usual time limits; Income: the Depositary ensures that a Fund’s income is applied in accordance with applicable national law (Wft) and this Prospectus; and Standard of behaviour: The Depositary shall act independently, honestly, fairly and professionally and in the interest of the Fund and its Participants. To performs its functions and duties the Depositary may rely on the accuracy of figures and information provided by the Manager and the Administrator. A copy of written agreement between the Depositary and the Manager is available to the Participants for a maximum charge of the costs involved. 17 Base Prospectus FundShare Umbrella Fund 6.4 Legal ownership of assets A Participation gives the Participant a contractual claim against the Depositary for payment of an amount equal to the Net Asset Value of a pro rata share in a Sub-Fund subject to the Prospectus. As such, Participants have no proprietary rights with respect to the assets of the Fund but an economic (beneficial) interest in the assets and liabilities of the Fund. The Depositary will hold the function of Title Holder of the Sub-funds. The Depositary will acquire, hold and dispose of the assets of the Sub-funds. The legal ownership of all assets of the Sub-funds will be held by the Depositary in its own name and capacity, unless otherwise is specified in a Supplement. To this end the Depositary shall keep separate accounts for the assets of each Sub-Fund and for the assets of the Depositary. The Depositary may not acquire any assets or assume any obligations for its own account other than in relation to the Subfund. Obligations that are or become part of the Sub-fund are or will be entered in the name of the Depositary whereby it is explicitly stated that the Depositary is acting in its capacity as depositary. The Depositary holds the assets of the Sub-fund in its own name and capacity on accounts in the name of the Depositary with DeGiro or with other third parties. The Depositary will duly select and monitor each party where the Depositary holds or will hold assets of the Fund. 6.5 Depositary Agreement The Manager and the Depositary have signed a Depositary Agreement, which stipulate the manner in which the Manager should enable the Depositary to exercise its Depositary tasks properly. This Agreement is in Dutch and a copy of written agreement between the Depositary and the Manager is available to the Participants for a maximum charge of the costs involved. 6.6 Power of attorney The Depositary Agreement contains a Power of Attorney from the Depositary to the Manager. The Depositary has granted a power of attorney to the Manager with a rigth to substitute, where appropriate as attorney-in-fact (gevolmachtigde) of and in the name of the Depositary, to manage the assets of the Fund in accordance with the Prospectus and the applicable Supplements. If the Depositary in the exercise of the above described funtions and duties identifies that transactions performed for or costs charged to the Fund are in breach with this Prospectus, it is able to – in the interest of the Participants – instruct the Manager to reverse the relevant transaction or reimburse the cost charged on a neutral basis without additional costs for the Fund. The Depositary may engage the services by delegation of other (third) parties. 6.7 Liability As under Dutch law, the Depositary is liable towards the Sub-Funds and the Participants for losses suffered by the Participants as a result of: (i) the loss of Financial Instruments that can be taken into custody as referred to in Article 21, 8 sub a AIFMD ("Custody Assets"), (unless the Depositary can prove that the loss is the result of an external event over which he reasonably has no control and of which the consequences have been unavoidable despite all efforts to prevent them); and (ii) failure to properly fulfil his obligations as a result of intentional or negligent failure. The Depositary shall not be liable for loss of Custody Assets, if it has complied with the requirements set out in paragraph 2 of Article 21 AIFMD paragraph 13, and Article 101 paragraph 1 of the Delegated Regulation: • there must be an external event (events at the level of the Custodian and/or Sub-Custodians are NOT considered as external).; • the event cannot be reasonably foreseen by the Depositary; and • the loss could not be prevented despite all precautions. 18 Base Prospectus FundShare Umbrella Fund In case the Depositary is liable for the loss of Custody Assets, it will replace lost Custody Assets with (equivalent) Custody Assets or otherwise compensate the Sub-Funds. 6.7.1 Discharge of Liability for loss of Custody Assets The Depositary may, if it complies with the requirements set out in Article 21, paragraph 13 AIFMD, transfer liability for loss of Financial Instruments to its Custodian(s), provided that: (i) the case will be agreed with the Manager in writing; and (ii) that the custodian shall assume liability towards the Participants for any loss of Custody Assets held by it. Additionally, the Depositary shall not be liable in case the laws of a third country requires that certain Financial Instruments shall be taken into custody by a local entity and there are no local entities that satisfy the requirements of Article 21, paragraph 11, sub d, and there has been complied with the requirements of Article 21, paragraph 14, sub b to e of the AIFMD. 6.7.2 Liability Depositary For Not Properly Fulfilling Its Tasks In the event of non-performance by the Depositary of his other Depositary tasks, including tasks related to Non-Custody Assets, the Depositary is not liable to the Sub-Funds (on behalf of the Participants) and the Manager for the damage suffered by them, unless in case of intentional or negligent failure by the Depositary. 6.7.3 Direct Claims by the Participants to the Depositary The Manager has agreed with the Depositary on behalf of the Participants that the Participants will have a direct claim on the Depositary in the case of liability of the Depositary for the loss of Custody Assets, to which the following will apply: (i) the relevant Participants will submit their claim to the Manager; (ii) the Manager will then seek reimbursement from the Depositary for the damage suffered , if necessary, take legal action; (iii) if the Manager, for whatever reason, does not take the requested measures against the Depositary (or does not carry them out adequately or expeditiously enough), the Participants shall be entitled to take such measures themselves. 6.7.4 Limited Recourse The (Sub-)Fund, the Manager and the Participants have limited recourse against the Depositary. They only have recourse to the own funds of the Depositary, and not from the assets which the Depositary holds in its own name for other Iinvestment or Sub-Funds (see paragraph 3.3). 6.8 6.8.1 Delegation of functions Custody The Depositary has delegated Custody of Custody Assets to the Custodian by opening security accounts per Sub-fund. The Depositary and the Manager have given prior consent to the Custodian in the Custody Agreement to make use of its assets (i.e. securities lending: see paragraph 8.5) without limitations. 6.8.2 Seggregation of client assets The Custodian itself does not hold assets in custody. The Financial Instruments and cash of the Fund are held in custody by Securities Giro. For the custody of Financial Instruments and cash, DeGiro has taken measures with Securities Giro to protect the rights of the securitiy account holders though effectively segregating their assets from its own assets. Protective measures are necessary to avoid a situation in which Financial Instruments and cash owned by the security account holders could commingle with the assets of DeGiro in the event of the bankruptcy of DeGiro. Securities Giro holds the Financial Instruments and cash of the security account holders in its own name in (omnibus) accounts at Sub-Custodians. 6.8.3 Sub-custody of Financial Instruments The Custodian as the delegate of the Depositary has sub-delegated Custody to its Sub-Custodians. The Sub-Custodians are regulated financial institutions, with whom the DeGiro has opened accounts through its Securities Giro. DeGiro performs due dilligence to check if the Sub-Custodians have implemented effective seggregation of client assets to avoid commingling with its own assets. 19 Base Prospectus FundShare Umbrella Fund 6.9 Equity For capital adequacy purposes the common equity capital of the Depositary must be at least EUR 112,500. 6.10 Financial Year The Financial year of the Depositary coincides with the calendar year. 6.11 Annual accounts Within six months after every financial year, the Depositary prepares the annual accounts. The annual accounts will be made available on the Website. 6.12 Articles of association The Depository's articles of association are available for inspection at the offices of the Depository, can be obtained free of charge and are placed on the Website. 20 Base Prospectus FundShare Umbrella Fund 7 7.1 AVOIDANCE AND DISCLOSURE CONFLICTS OF INTEREST Fund governance The Manager applies a number of principles to guarantee sound conduct of business and proper provision of services (within the meaning of Article 4:11, 4:14 and 4:25 of the Wft). Those principles are implemented in a Fund Governance Code to protect the interests of the Funds’ Participants and manage any potential conflicts. The Fund Governance Code can be found on the Website. 7.2 Measures to avoid conflicts of interest The Manager, the Depositary, the Administrator, DeGiro, the Securities Giro as the intermediary safekeeping vehicle (nominee entity) for the Fund and the Sub-Custodian might encounter a conflict of interest with the Fund when performing their duties. The Manager, Depositary and Administrator have implemented effective organizational and personnel measures in accordance with its size and structure and on best efforts basis, e.g.: appointment of a (group) compliance officer; appointment of a permanent (group) riskmanager; Chinese wall procedures (seggration of information and activity areas); segregation of duties and dual controls (back office versus front office); Remuneration Policy, no direct links between remuneration of relevant persons and potentially conflicting other activities; Order Execution Policy, Straigth Through Processing of Fund’s orders; and Code of Conduct including rules on personal account dealing based on requirements preventing market abuse (front running, insider trading prohibition) and confidentiality. 7.3 Disclosure of conflicts of interest The above measures serve to avoid conflicts of interest between the Manager, the Depositary, the Administrator and DeGiro and the Participants and to rule out the possibility of a disadvantage as a result of such conflicts of interest. If disadvantages cannot be ruled out despite such measures, the conflict of interest in question will be disclosed. By acquiring Participations, each Participant will be deemed to have acknowledged the existence of such potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict. 21 Base Prospectus FundShare Umbrella Fund 8 8.1 INVESTMENT OBJECTIVE, POLICY, RISKS AND RESTRICTIONS Investment Objective The Sub-Fund investment objective is specified in the Supplement. 8.2 Investment Policy The Sub-Funds investment policy as determined by the Manager is set out in the Supplement. In case another party than the Manager has been appointed as the Operating Company this Operating Company will implement the investment policy as set by the Manager. With the exception of investments in unlisted financial instruments (including OTC instruments) or in units of open-ended collective investment schemes, transactions will be undertaken in Investments that are admitted to worldwide regulated markets, multi trading facilities (MTF’s) or that are traded Over-the-Counter (OTC). 8.2.1 Techniques and Instruments A Sub-Fund may engage in techniques and instruments by using derivative financial instruments for the purpose of hedging, or to meet investment goals. The proposed use of techniques and instruments will be disclosed in the relevant Supplements. Within the scope of the investment policy, transactions can be entered into with parties related to the Manager. This predominantly relates to derivatives transactions undertaken - and agreements entered into - with the Swap Counterparty, to hedge the market and price risk, currency risk and interest rate risk. Transactions conducted with affiliated (related) parties will take place under market-compliant conditions. Transactions with related parties outside of a regulated market, stock exchange or other organised, regularly operating, recognised open market will in all cases be based on independent valuations or reference prices taken from the relevant primary markets of the financial instruments transacted. 8.3 Overall Risk Exposure and Risk Management The Fund’s risk management structure consists of two layers: Manager (monitoring day-to-day portfolio positions, risk metrics and pre trade restriction monitoring); Depositary (post trade restrictions monitoring). 8.4 Investment Restrictions In financial markets, risk and return are inextricably linked. To this end, the Fund has built in several qualitative and quantitative restrictions in order to control the risks of the investment portfolios of the Sub-Funds. Any restrictions on investments of a Sub-Fund shall be recorded in the relevant Sub-Fund Supplement. The Sub-funds will be ‘long only’; ‘short’ positions are not allowed. In no case investments shall be undertaken that could potentially lead to a negative Sub-Fund value. 8.5 Securities Lending The Sub-Fund may indirectly take part in a securities lending program via the DeGiro. DeGiro may borrow securities (up to 100% of the Funds total investment portfolio) and sub-lend to a related third party (the security borrower) unless stated otherwise in the Supplements. To limit this risk DeGiro as borrower must put up collateral worth no less than 104% of the value of the loaned securities and the amount of collateral is adjusted daily to ensure this level is maintained, the collateral may only consist of cash, or securities that can be immediately converted into identical securities to those that have been loaned. 8.6 Periodical checks liquidity risk The Sub-funds invest mostly in freely tradable liquid (listed) investments through DeGiro and are therefore not exposed to any significant liquidity risk. The Sub-Funds are able to liquidate their interests responsibly and without significant price effects, in a short time frame. The Manager periodically checks whether the financial instruments included in the portfolio still meet the criterion and, take appropriate measures if necessary. 22 Base Prospectus FundShare Umbrella Fund 8.7 Changes to the investment policy and/or investment restrictions As stated in paragraph 17.7 the Manager may make changes to the investment policy and/or the investment restrictions of a Sub-Fund with the prior approval of the Depositary. In that case, the Manager shall inform the Participants in the Sub-Fund in writing, clarifying the changes. Any changes decided upon cannot become effective until one month after the notification of such decision. During this one month period Participants may redeem their Participations under the usual conditions. 23 Base Prospectus FundShare Umbrella Fund 9 9.1 INVESTMENT RISKS General Investors in the Fund may suffer significant losses and even lose their entire investment. Consequently, the Fund is only suited for investors who can accept such a high level of risk. Interested investors are therefore among other things advised to inform themselves of the risks set out below. The list below is not exhaustive; other risks than the ones identified therein may arise and unidentified risks may have a greater impact on achieving positive returns than the risks that are identified. If additional or specific risks exist for a Sub-Fund, these risks shall be stated in the Supplement applicable to said Sub-Fund. Therefore it is recommended to read this Prospectus carefully and consult advisors. The value of the securities may fall as well as rise. An investment in the Fund should therefore be regarded as long-term and should form part of a diversified investment portfolio. Interested investors must have the financial ability and willingness to accept the risks inherent to the Fund. 9.1.1 Market and Price Risk An investment in the Fund comes with the same (common) risks as an investment in equity shares. These include, among other things, a depreciation of the Share due to depreciations of the investments of the Fund, which may occur if the entire market or a category of investments drops. These decreases may be caused by general economic developments, developments in a particular business sector, factors specific to a certain company, (geo)political and fiscal developments and the fluctuations of supply and demand in the security markets. 9.1.2 Return Risk The success of a Sub-Fund largely depends on the decisions that the Manager takes as part of the investment process, leading from identification to the implementation of investment opportunities. Returns are not guaranteed. 9.1.3 Net Asset Value Considerations The Net Asset Value per Participation is expected to fluctuate over time with the performance of the Sub-Fund's investments. A Participant may not fully recover his initial investment when he chooses to redeem his Participations or upon compulsory redemption if the Net Asset Value per Participation at the time of such redemption is less than the subscription amount paid by such Participant. 9.1.4 Interest Rate Risk The value of any fixed income security held by a Sub-Fund will rise or fall inversely with changes in interest rates. Interest rates typically vary from one country to the next, and may change for a number of reasons. Those reasons include rapid expansions or contractions of a country’s money supply, changes in demand by business and consumers to borrow money and actual or anticipated changes in the rate of inflation. In general, if interest rates increase, one may expect that the market value of a fixed income instrument which pays interest payments would fall, whereas if interest rates decrease, one may expect that the market value of such investment would increase. 9.1.5 Currency Risk The Participations are denominated in euro and will be issued and redeemed in this currency, unless stated otherwise in the Supplements. A large part of the assets may, however, be invested in securities and other investments which are denominated in other currencies than euro. Accordingly, the value of such assets may be affected favourably or unfavourably by fluctuations in currency rates. In addition, potential investors whose assets and liabilities are predominantly denominated in other currencies should take into account the potential risk of loss arising from fluctuations in value between euro and such other currencies. Any currency exposure of the Fund will in principle not be hedged. 9.1.6 Inflation risk Due to inflation, the actual value of the return on an investment in a Sub-Fund may decline. 24 Base Prospectus FundShare Umbrella Fund 9.1.7 Portfolio Concentration Risk Although the strategy of certain Sub-Fund of investing in a limited number of stocks or bonds has the potential to generate attractive returns over time, it may increase the volatility of such Sub-Fund’s investment performance as compared to funds that invest in a larger number of stocks. If the stocks in which such portfolios invest perform poorly, the Sub-Fund could incur greater losses than if it had invested in a larger number of stocks or bonds. 9.1.8 Credit Risk The issuer of any debt security acquired by any Sub-Fund may default on its financial obligations. Moreover, the price of any debt security acquired by a Sub-Fund normally reflects the perceived risk of default of the issuer of that security at the time the Sub-Fund acquired the security. If after acquisition the perceived risk of default increases, the value of the security held by the Sub-Fund is likely to fall. There are many factors that could cause an issuer to default on its financial obligations, or an increase in the perceived risk of default of an issuer. Among those factors are the deteriorating financial condition of the issuer caused by changes in demand for the issuer’s products or services, catastrophic litigation or the threat of catastrophic litigation and changes in laws, regulations and applicable tax regimes. The more concentrated a Sub-Fund is in a particular industry, the more likely it will be affected by factors that affect the financial condition of that industry as a whole. Securities rated below investment grade may have greater price volatility and a greater risk of loss of principal and interest than investment grade debt securities. A rating is not a recommendation to buy, sell or hold any of our securities. Any or all of these ratings are subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. 9.1.9 Reliability of Credit Ratings The ratings of fixed-income securities by institutions such as Moody’s and Standard & Poor’s are a generally accepted barometer of credit risk. They are, however, subject to certain limitations from an investor’s standpoint. The rating of an issuer is heavily weighted by past developments and does not necessarily reflect probable future conditions. There is frequently a lag between the time the rating should be updated and the time it is actually updated. In addition, there may be varying degrees of difference in the credit risk of securities within each rating category. In the event of a downgrade in the credit ratings of a security or an issuer issuing a security, the value of a Sub-Fund investing in such security may be adversely affected. 9.1.10 Conflict-of-interest risks The Manager, Depositary, the Administrator, DeGiro, the Securities Giro as the intermediary safekeeping vehicle for the Fund and the Sub-Custodian might encounter a conflict of interest with the Fund when performing their duties. If this happens an effort will be made to find a solution for the Fund as soon as possible without harm as a result of such conflict. The Manager and/or the directors can involve themselves directly or indirectly in investments in and the management or provision of advice to other funds (investment or otherwise) that trade assets also traded by the Fund. Neither the Manager nor the directors will have a duty to allocate any investment opportunities to the Fund in their entirety but, if the situation arises, they will divide such opportunities between the Fund and their other clients equally. 9.1.11 Counterparty Risk A Sub-Fund is subject to the risk of the insolvency of its counterparties (such as brokerdealers, futures commission merchants, banks or other financial institutions, exchanges or clearinghouses). A Sub-Fund may enter into transactions in OTC markets, which will expose it to the credit risk of its counterparties and their ability to satisfy the terms of such contracts. For example, a Sub-Fund may enter into swap arrangements or other derivative techniques as specified in the relevant Supplement, each of which exposes it to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, a Sub-Fund could experience delays in liquidating positions and consequent significant losses. Such losses might include, but are not limited to, declines in the value of investments during the period in which the Sub-Fund seeks to enforce its rights, inability to realise any gains on its investment during such period and fees and expenses incurred in enforcing its rights. 25 Base Prospectus FundShare Umbrella Fund 9.1.12 Settlement and Custody Risks Settlement through a clearing system may not take place as expected due to a failure by the Fund's (and thus the Securities Giro’s) counterparty to deliver the relevant financial instruments or perform payment in respect thereof and losses may be sustained by the Fund as a result thereof. Losses of financial instruments may be sustained by the Fund as a result of negligence, fraudulent behaviour and/or the liquidation, bankruptcy or insolvency of the Depositary, Securities Giro, the SubCustodian or the special purpose safekeeping company engaged by Sub-Custodian. The Sub-Custodian and its special purpose safekeeping company are subject to effective governmental and regulatory financial supervision by the Financial Supervisors in the Netherlands. 9.1.13 Securities Lending Risk Should the borrower of securities fail financially or default in any of its obligations under any securities lending transaction, the collateral provided in connection with such transaction will be called upon. The value of the collateral will be maintained to equal or exceed the value of the securities transferred. However there is a risk that the value of the collateral may fall below the value of the securities transferred. In addition, as a Sub-Fund may invest cash collateral received in ’new’ Eligible Investments, a Sub-Fund investing collateral will be exposed to the risk associated with such Investments, such as failure or default of the issuer of the relevant security. 9.1.14 Liquidity Risk In some circumstances, investments may be relatively illiquid making it difficult to acquire or dispose of them at the prices quoted on the various exchanges. Accordingly, the Fund's ability to respond to market movements may be impaired and the Fund may experience adverse price movements upon liquidation of its investments. If trading on an exchange is suspended, the Fund may not be able to execute trades or sell positions at prices that the Fund believes are desirable. 9.1.15 Regulatory Risk The regulatory environment for investment funds is evolving and changes therein may adversely affect the Fund's ability to pursue its investment strategies. In addition, the regulatory or tax environment for derivative and related instruments is evolving and may be subject to modification by government or judicial action which may adversely affect the value of the investments held by the Fund. The effect of any future regulatory or tax change on the Fund is impossible to predict. 9.1.16 Risk of limited redemption opportunity The Participations are not listed on any stock exchange. Participations in a Sub-Fund may only be transferred to the Manager or on its behalf the Administrator. A Sub-Fund is obliged to repurchase Participations on each Trading Day except when the Net Asset Value determination is suspended and consequently issue and redemption of Participations will be postponed. 9.2 Investor profile Investing in a Sub-Fund is only suitable for investors: who have experience with and/or knowledge of investing in equity shares and fixed income (debt) instruments; who are willing and able to bear the risk of a (substantial) decline in value of their investment in the Sub-Fund; for whom the interest in the (Sub-)Fund only represents a part of their total investments; and who are not dependent on the income from said investment. 26 Base Prospectus FundShare Umbrella Fund 10 DETERMINATION AND CALCULATION OF THE NET ASSET VALUE 10.1 Determination and calculation of the Net Asset Value The Net Asset Value of a Sub-Fund and of a Participation in that Sub-Fund shall be determined in the currency as specified in the respective Supplement on each Valuation day. The Manager has delegated the calculation of the Net Asset Value of each Sub-Fund and Class and the Net Asset Value per Participation to the Administrator. The determination is based on the valuation of assets and liabilities in accordance with generally accepted accounting principles (see valuation principles below). The Net Asset Value per Participation is calculated each Trading Day by dividing the total value of the assets per the Valuation Day, including the balance of income and expenses, reduced by the liabilities, by the number of issued and outstanding Participations. In establishing the Net Asset Value per Participation, the management-, depositary-, audit-, administration-, and custody fees and/or other expenses (if any according to the Supplement) will be taken into account on an accruals basis. Information on the Net Asset Value per Participation shall be published on the Website each Trading Day. Valuation principles For the purpose of determining the Net Asset Values (NAV) of the Sub-Funds, the investments and other assets and liabilities of the Fund are valued per the Valuation Day as follows: securities listed or regularly traded on a securities exchange are valued at: the official closing prices as established on the Valuation Day after the Cut-off Time; or the first official opening price after the Cut-off Time for securities listed on exchanges of which the closing time falls within the business hours of the Valuation Day and before the Cut-off Time; or if no pricing took place the average of the bid and ask price at the end of the previous Business Day; or the fair value established by the Manager in case of thinly traded securities by means of generally accepted accounting principles in the Netherlands, if this is in the interest of the Participants; or if there is no closing price or opening price available between the Cut-off Time and the end of the Valuation Day as a result of a holiday on a particular exchange, the Manager may decide to use the previous closing prices for determining the NAV or to postpone the determination until a new closing price is available. cash, cash equivalents and accrued interest to the relevant Valuation Day from fixed income securities are valued at their nominal value; investments in (un)listed investment funds are priced according to their NAV. If there is no new NAV available between the Cut-Off time and the end of the Valuation Date (for example if this NAV determination is suspended), the Manager can decide to use the previous NAV or delay the determination of the NAV until there is a new NAV available. other assets and liabilities are also valued at nominal value. These include for instance capitalised costs, increased undistributed return, not yet received dividends that are payable, and anticipated uninvoiced costs and fees; assets and liabilities in foreign currencies are converted into the relevant currency based on the exchange rates per the Valuation Day. 10.1.1 Valuation Day postponement If - due to any change in local, national, international, economic, political, financial or market conditions - in the opinion of the Manager it is desirable and in the interests of the Participants the Manager may decide that the Valuation Day shall fall on another day. Participants will receive notice in the event the Manager determines to postpone the Valuation Day. 10.1.2 Alternative valuation methods The Manager may, at his discretion, permit any other method of valuation to be used if they consider that such method of valuation better reflects value and is in accordance with generally accepted accounting principles in the Netherlands. The determination of the Net Asset Value of the Fund and the Net Asset Value per Participation is delegated to the Administrator. In determining the Net Asset Value of the Fund and the Net Asset Value per Participation, the Administrator will follow the valuation policies and procedures adopted by the Fund as set out above. If, and to the extent that, the Manager is responsible for or otherwise involved in the pricing of any of the Fund’s portfolio securities or other assets, the Administrator may accept, use and rely on such prices in determining the Net Asset Value of the Fund and shall not be liable to the Fund, any Participant in the Fund, the Manager or any other person in so doing. The Administrator shall only be liable to the Fund for damages resulting from its own gross negligence (grove schuld) or willful misconduct (opzet). A reasonable decision of the Manager regarding the Net Asset Value, including the determination whether a method of valuation fairly 27 Base Prospectus FundShare Umbrella Fund indicates fair market value, and the selection of experts for purposes of assessing the value of the Sub-Fund’s assets and the value of all accrued debts, liabilities and obligations of the Sub-Fund, shall be conclusive and binding upon all Participants. 10.2 Net Asset Value calculation by the Administrator The Administrator calculates on behalf of the Manager, the Net Asset Value per Participation per the Valuation Day in the currency as described in the respective Supplement and using the method for valuation as described above on a Trading Day (as specified in the Supplements). Each Trading Day the Manager publishes the Net Asset Value per Participation on the Website. 10.3 Net Asset Value calculation errors, Materiality and Compensation A NAV computation error occurs where there are one or more factors or circumstance which lead to the calculation process producing an inaccurate result. As a general rule, such factors may be put down to inadequate internal control procedures, management deficiencies, failings or short comings computer systems, accounting systems or communication systems, or indeed to non-compliance with the valuation rules laid down in paragraph 11.2. The NAV calculation process is the result of the closest possible approximation of the actual fair (market) value of the Funds’ assets. Therefore only material calculation errors are recognized by the Manager. In case that the Net Asset Value has been calculated incorrectly, the Manager shall compensate the Participants entering or withdrawing, and the Sub-Fund (the current Participants), respectively, for any actual losses incurred on a net basis if: the error was made by the Manager or the Administrator, taking into account their liabilities as set out in the Prospectus; the net impact of the error causing a difference between the Net Asset Value per Participation calculated and the adjusted correct Net Asset Value is significant and exceeds the materiality level of 1% of the ‘applied’ Net Asset Value; If the deviation is larger than the materiality limit and disadvantage of the Participants of the Sub-Fund has taken place by allocation or redemption against an erroneous Net Asset Value, the Manager will compensate the Participants concerned and/or the Sub-Fund. If the Sub-Fund (wrongfully) benefited from this situation, the Manager may recover the amounts he paid to the Participants from the Sub-Fund, up to the amount of said benefit. 10.4 Temporary suspension of Net Asset Value determination, Issues and Redemptions The Manager may temporarily suspend the calculation of the Net Asset Value within any Sub-Fund and in consequence the issue and redemption of Participations in any of the following events: during any period when any one of the stock exchanges or other principal markets on which a substantial portion of the investments of the Fund attributable to such Sub-Fund, from time to time, is quoted or dealt in is closed otherwise than for ordinary holidays, or during which dealings therein are restricted or suspended, provided that such restriction or suspension affects the valuation of the investments of the Fund attributable to such Sub-Fund quoted or dealt in thereon; if in case the underlying investments of a Sub-Fund are composed of other investment funds (fund of funds principle) and these investment funds have temporary suspended the determination of their net asset value; during any breakdown in the means of communication normally employed in determining the price or value of any of the investments of the Fund attributable to such Sub-Fund or when for any other reason the values of any investment(s) owned by the Fund attributable to such Sub-Fund cannot be promptly or accurately ascertained; during any period when, as a result of political, economic, military or monetary events on any circumstances outside the control, responsibility and power of the Manager, or the existence of any state of affairs which constitutes an emergency in the opinion of the Manager as a result of which disposal or valuation of assets owned by the Fund attributable to such Sub-Fund would be impracticable; if currency restrictions or restrictions on the movement of capital prevent the execution of the transactions on behalf of the Sub-Fund or if the buying and selling of financial instruments cannot be accomplished at normal exchange rates; or if a decision of termination of the Fund has been taken. 28 Base Prospectus FundShare Umbrella Fund If the Manager, or on its behalf the Administrator, is unable to determine and calculate the Net Asset Value per Participation, this will be published on the website of the Manager. Any application for subscription or redemption of Participations is irrevocable except in case of suspension of the determination of the Net Asset Value in the relevant Sub-Fund, in which case Participants may give notice that they wish to withdraw their application. If no such notice is received by the Manager or acting on its behalf the Administrator, such application will be dealt with on the first Trading Day following the end of the suspension period. 29 Base Prospectus FundShare Umbrella Fund 11 SUBSCRIPTION AND ISSUE OF PARTICIPATIONS 11.1 Open-ended Sub-Funds Each Sub-Fund is open-ended. On each Trading Day, (unless otherwise stated in the respective Supplement) Participations shall be issued, and repurchased (redeemed) at the request of the Participants against the Net Asset Value per Participation increased by a subscription fee (in case of issue) or minus a redemption fee (in case of redemption), the amounts of which are specified in the applicable Sub-Fund Supplement. 11.2 Subscription via DeGiro Participation in a Sub-Fund is possible after opening an investment account with DeGiro, unless otherwise determined by the Manager. After having opened an account with DeGiro, the account holder can instruct DeGiro to buy Participations. The Participations will be held (in seggregation from the assets of DeGiro) by the Securities Giro in its own name, but for the risk and account of the investment account holder. 11.3 Subscription orders and payments to be received before the Cut-off Time Subscriptions orders for the issuance of Participations must be received by the Administrator no later than the Cut-off Time. Settlement of subscription order is processed on a delivery-versus-payment basis. By entering into a subscription order a Participant represents and warrants, to have closely read and reviewed the Prospectus and agrees to be bound thereby. 11.4 Prevention of money laundering and terrorist financing As part of the responsibility of the Manager, the Depositary and the Administrator to provide protection against money laundering and the financing of terrorism DeGiro will verify the identity of every natural person or legal entity that wishes to invest in Participations, when opening an account with DeGiro. The Participant agrees that the Manager, the Depositary and the Administrator may request and receive any information from the DeGiro as is necessary to verify the identity of all parties connected to an investor requesting the issue, transfer or redemption of Participations. Furthermore, the Manager, the Depositary and the Administrator are entitled to conduct a more comprehensive inquiry with the cooperation of the DeGiro when deemed necessary. The requirements of the Manager, the Depositary and the Administrator in connection with the Wwft are subject to change. In the event of delay or failure to produce any information required for verification purposes, the Manager may reject a request for the issue, transfer and/or redemption of Participations and corresponding payment or refuse to process the same until such time as the requested information is provided. 11.5 Request for issuance of Participations The request for issuance of Participations shall be received by the Manager or acting on its behalf the Administrator, before the Cut-off Time. 11.6 Minimum subscription amount The minimum initial and subsequent amounts for participation in a Sub-Fund will be specified in the Supplement of each Sub-Fund. At Commencement Date Participations shall be issued with a nominal value as described in the relevant Supplements. 11.7 Number of Participations The number of Participations being issued shall equal: (i) the subscription amount divided by; (ii) the Net Asset Value per Participation on the relevant Trading Date, increased by the subscription fee payable. Since entry takes place by means of payment in a currency as specified in the respective Supplement, fractions of Participations are issued (in four decimals). 11.8 Issue of Participations For each Sub-Fund separate series of Participations shall be issued. Participations shall be labelled in such a way (as determined by the Manager and the Depositary) that they can be distinguished from each other at all times. Each series represents the entitlement to the assets of the respective Sub-Fund as described in the Prospectus and the Sub-Fund Supplement. Participations are issued in registered form. 30 Base Prospectus FundShare Umbrella Fund 11.9 Closing a Sub-Fund The Manager may decide to close a Sub-Fund or a Class for new investors. Also, the Manager has the right to refuse, without reason, the first or further issue of Participations to a Participant. 11.10 Suspending or limiting the issue of Participations In exceptional situations and with due regard to the Participants’ interests, the Manager has the power to temporarily suspend or limit the issue of Participations. Situations in which the Manager may take such a decision include: temporary suspension of the determination of the Net Asset Value, as described in paragraph 11.5. receipt of one or more issue subscriptions which would result in more than 10% of the total Participations in issue needing to be issued on a Trading Day. If the Manager (temporarily) suspends the issue of Participations, this decision will be immediately posted on the Website. If a limit is imposed on some or all orders, the Manager will inform DeGiro. The issue of Participations will take place on the first Trading Day following the end of the period of suspension. 11.11 Register of Participants Participations are issued as soon as the Administrator registers the Participations in the Register of Participants that is kept on behalf of the Manager. 11.12 Confirmation of subscription The Administrator shall send the Participant a confirmation note detailing the subscription amount and the issued number of Participations (in four decimals) within 5 Business Days after the Trading Day. 11.13 Switching All requests for switching must be received by the Administrator before the Cut-off Time. Any application received after the Cut-off Time shall be deemed to be made in respect of the Trading Day following the relevant Trading Day. It is not the current intention to charge a switching fee. 11.14 Additional Information The Manager may, at its discretion, agree to accept the transfer of securities to the Fund, by way of exchange, in satisfaction of the subscription amount due by the Participant with respect to the Issuance of Participations. Any such securities will be valued in accordance with the valuation principles applied by the Fund as stated in the Prospectus. 31 Base Prospectus FundShare Umbrella Fund 12 REDEMPTION OF PARTICIPATIONS 12.1 Request for redemption Participations may be repurchased (reedemed) at the request of the Participant at their respective Net Asset Value (decreased with a redemption charge (if any). A request for redemption must be received by the Administrator before the Cut-off Time. The redemption request must express the number of Participations to be redeemed or the redemption amount and must be denominated in the currency as stated in the respective Supplement or in Participations (specified in no more than four decimals). The minimum redemption amounts are set out in the respective Supplement. 12.2 Redemption amount The redemption amount based on the Net Asset Value per Participation times the amount of Participations to be redeemed and reduced by a redemption fee if any, as indicated in the section "Fees and Expenses". 12.3 Payment of redemption amount The Depositary shall pay the redemption amount for redeemed Participation(s) to the Participant within five working days after deregistration of the relevant Participations unless the redemption of Participations is suspended on the basis of paragraph 13.4. Payment of the redemption amount is performed by wiring the redemption amount to the bank account held by the Participant, as stated in the register of Participants. 12.3.1 Redemption of Participations held as Lijfrentebeleggingsrecht The Participations held as Lijfrentebeleggingsrecht can only be redeemed when the conditions as described in the Additional Conditions are complied with. 12.4 Suspending or limiting the redemption of Participations In exceptional situations and with due regard to the Participants’ interests, the Manager has the power to temporarily suspend or limit the redemption of Participations. Situations in which the Manager may take such a decision include: temporary suspension of the determination of the Net Asset Value, as described in paragraph 11.5. receipt of one or more redemption orders which would result in more than 10% of the total Participations needing to be redeemed on a Trading Day. If the Manager (temporarily) suspends the redemption of Participations, this decision will be immediately posted on the Website. If a limit is imposed on some or all orders, the Manager will inform DeGiro accordingly. Redemption will take place on the first Trading Day following the end of the period of suspension. 12.5 Liquidity Management Requirements The Manager will ensure that the Fund meets the requirements that the Financial Supervisors have placed on the liquidity ‘safeguards’ that open-ended investment funds have to meet. This gives a sufficient guarantee that – subject to unusual situations – the Fund is able to liquidate assets that are needed for redemption. The Manager has ensured: that the liquidity profile of each Sub-Fund’s investments is aligned with the Sub-Fund’s obligations in relation to redemptions; that a Sub-Fund’s investment strategy, redemption policy and liquidity profile are consistent with each other. In monitoring the liquidity profile the Manager shall take into account the profile of the investor base of the Sub-Fund, including the type of investors, the relative size of investments and the redemption terms to which these investments are subject. Under the circumstance that one or more redemption orders which would result in more than 10% of the total Participations needing to be redeemed on a single Trading Day, the Manager shall suspend the redemption of Partcipations by temporary suspension of the determination of the Net Asset Value (see paragraph 13.4). 32 Base Prospectus FundShare Umbrella Fund 13 TRANSFER OF PARTICIPATIONS 13.1 General Participations cannot be transferred to others than the Depositary - which acquires these by way of redemption. The Participations may be transferred to relatives in a direct line in connection with the settlement of a legacy. For the conditions under which the Participations may be transferred to the Fund, see section "Redemption of Participations" above. 13.2 Derived rights 13.2.1 Ban on creation of derived rights of Participations The creation of rights derived from the Participations for third parties is prohibited except upon approval of the Manager. 13.2.2 Ban on transfer of derived rights of Participations Rights derived from the Participations may not be transferred other than to relatives in a direct line in connection with the settlement of a legacy. 13.2.3 Redemption of Participations Violation of the ban on the creation or the transfer of Derived Rights as mentioned above leads at the time immediately preceding to the creation, to an agreement of redemption of the affected Participations by the Fund, irrespective of the Net Asset Value of the Participations at that time. Delivery and payment shall take place on the first Trading Day after the Manager has received knowledge of the creation or the transfer of the Derived Rights as mentioned in this paragraph. If at that time redemption is suspended by the Fund, delivery and payment shall take place on the next Trading Day on which Participations can be redeemed. 13.2.4 Redemption price The redemption of Participations in accordance with the previous paragraph shall be the lower amount of the following: the Net Asset Value of the Participations on the preceding Business Day following the creation or the transfer of the derived rights of the Participations as mentioned in the previous paragraph, reduced by the costs determined by the Manager as indicated in the section "Fees and Expenses". the Net Asset Value of the Participations per the last Valuation Day before the Trading Day on which the delivery and payment will take place as mentioned in the previous paragraph, reduced by the costs determined by the Manager as indicated in the chapter "Fees and Expenses". 33 Base Prospectus FundShare Umbrella Fund 14 FINANCIAL REPORTING 14.1 Annual reports The financial year runs from October 1 to September 30. Every year, the Manager prepares an annual report within six months after the end of the financial year and publishes it on the website. This annual report includes a report of the Manager and the annual accounts. The annual accounts comprise the balance sheet, the profit and loss account and explanatory notes thereto. The explanatory notes include at least: an overview of the movements of the value of the Fund during the financial year and the composition of the investments at the end of the financial year concerned. The Manager and the Depositary shall jointly adopt and sign the Annual Report. 14.2 Semi-annual reports Annually within nine weeks after the end of the first half of the financial year, the Manager prepares a report on the first half year. This semi-annual report includes a report of the Manager, as well as the interim results. The report includes the balance sheet, the profit and loss account and explanatory notes thereof. The explanatory notes include at least: an overview of the movements of the value of the Fund for the first half of the financial year and of the composition of the investments at the end of the period concerned. The Manager publishes this semi-annual report. The Manager and the Depositary shall jointly adopt and sign the Semi-annual report. 14.3 Incorporation by reference into the Prospectus The first published (semi) annual report of the Fund after the Commencement Date is considered to be part of this Prospectus. Each new (semi-)annual report will supersede the previous (semi-)annual accounts. Furthermore, each new annual account of the Fund with the accompanying auditor’s report will supersede annual accounts with the accompanying auditor’s report for the previous financial years. For detailed information on the returns and historic costs reference will be made to these reports. 14.4 Audit financial statements The Manager shall instruct an auditor or another expert as mentioned in article 2:393(1) of the Dutch Civil Code to examine the annual accounts. The auditor shall report his findings to the Manager and the Depositary and express the results of his audit in a report. This auditor’s report will be added to the annual accounts as part of the ‘other information’. 14.5 Place where the reports will be available Within six months after the financial year end and – where it concerns a semi-annual report – within nine weeks after the first half of the financial year, the annual report or the semi-annual report will be available for inspection at the office of the Manager and also on the Website of the Manager. Together with the publication of the annual report, at this time also the Meeting of Participants will be called. 14.6 Rebate commissions As at the date of this Prospectus, no agreements have been made concerning rebate commissions or goods that are received or paid by the Manager (or the directors of the Manager) or are offered to them for the performance of assignments for the Manager. 34 Base Prospectus FundShare Umbrella Fund 15 PROFIT ALLOCATION 15.1 Determination of the result The result is determined by deducting the investment charges in the period under review from the realised and unrealised capital gains, dividends and returns that are accountable to the period under review. The realised and unrealised capital gains in the period under review are determined by deducting the purchase cost or the value per the balance sheet at the beginning of the period under review from the sales revenue realized or the value per the balance sheet at the end of the period. 15.2 Distribution policy The Manager intends to automatically reinvest all earnings, dividends and other distributions of whatever kind as well as realised capital gains arising from the Sub-Fund pursuant to the investment objective and policies of the Sub-Fund for the benefit of Participants in the Sub-Fund. However with respect to particular Sub-Funds the Manager shall have sole discretion whether to distribute any income of the Sub-Fund or whether to retain it within the Sub-Fund. The Manager shall have the option to make income distributions, which shall in such event be made to Participants in the relevant Sub-Fund. All Participations held by Participants at the time of adoption of the annual report will share in the results of the Fund over the relevant financial year. The distribution will be made in accordance with the number of Participations held. The Manager shall in case of any income distributions notify each Participant via e-mail and it will communicate such distributions via the Website. 15.3 Dividends and interest Revenues obtained in the form of dividend or interest, will be reinvested. Participants will receive an overview of the dividend taxes withheld on an annual basis. 15.4 Payment Distribution of income, whenever the Manager decides to do so, will be made payable four weeks after adoption of the annual report unless the Meeting of Participants determines another date. The Manager will include the composition of the payments in the report the Manager provides to the Participants. Payment will be made to the bank accounts held by the Participants with the credit institutions, as stated in the register of Participants. 35 Base Prospectus FundShare Umbrella Fund 16 MEETING OF PARTICIPANTS 16.1 Access to the Meeting of Participants Within seven months after the end of the financial year, the annual meeting of Participants will take place. This meeting is accessible for Participants, the Manager and the Depositary, as well as anyone allowed access by the chairman of the meeting. 16.2 The agenda The agenda for the Meeting of Participants will contain at least the reports by the Manager and Depositary about the affairs of the Fund over the past financial year and the adoption of the annual report. The annual Meeting of Participants will also deal with vacancies within the Advisory council and with anything else put on the agenda. One (or more) Participant(s) that have at least twenty percent (20%) individually or together, of the total Participations per Sub-Fund are able to add items to the agenda. A written request to that effect must be received within eight days before the Meeting of the Participants by the Manager. 16.3 Directors The directors of the Manager and the Depositary have the right to speak at the Meeting of Participants. 16.4 The auditor The auditor may be admitted to attend the Meeting of Participants by the chairman of the meeting. 16.5 The notice The Manager is responsible for the organisation of the Meeting of Participants and the determination of the agenda. The notice will take place not later than the 15th day before the meeting and will include the place where and the time whereon the Meeting of Participants will take place, and – to the extent known – the agenda. Moreover, the notice will indicate that Participants as well as holders of Derived Rights of Participations who intend to attend the Meeting of Participants have to declare this in writing five days before the day of the meeting at the latest. The notice will be sent to the (e-mail) address of the Participants as stated in the register of Participants. The notice shall in any event be published on the website of the Manager. The Manager will inform all Participants of the items to be added to the agenda at the request of one (or more) Participants who have at least twenty percent (20%) of the total number of Participations outstanding to be added to the agenda, at the latest five days before the meeting of Participants. 16.6 Place where the Meeting of Participants will be held The Meeting of Participants will be held in Amsterdam or another place in the Netherlands to be determined by the Manager. 16.7 Extraordinary Meeting of Participants The Manager may call for an extraordinary Meeting of Participants if the manager believes this to be in the interest of the Participants. Also, the Manager will call for an extraordinary Meeting of Participants when one (or more) Participants who individually or together have at least twenty percent (20%), of the total number of Participations outstanding, request for this in writing together with the items to be discussed. 16.8 Chairman of the Meeting of Participants The Meeting of Participants is led by a person who is designated by the Manager. The chairman of the Meeting of Participants appoints a secretary. The chairman may also allow third parties access to the Meeting of Participants and allow them to speak. A Participant may be represented through a written power of attorney provided by the DeGiro. 16.9 Decision-making Every Participant, as well as the holder of Derived Rights of Participations as created by the Securities Giro, has the right to attend the meeting, to speak at the meeting and to ask questions. A Participant as well as the holders of Derived Rights of Participations may attend by proxy. 36 Base Prospectus FundShare Umbrella Fund Meetings of Participants are informative. No initiative, veto or consensual rights are conferred upon the Meeting of Participants. 16.10 Termination and liquidation The Manager and the Depositary may jointly decide to liquidate a Sub-Fund. This decision shall be presented to the meeting of Participants. The Manager is responsible for the liquidation of the Sub-Fund and shall report on its consequences to the Participants, prior to liquidating. The Prospectus and its Supplement will remain in force during the liquidation, to the extent possible. 16.11 Balance remaining after liquidation The balance that remains after liquidation will be paid to the Participants in proportion to the number of Participations in the Sub-Fund(s) held by the Participants. As a result thereof the Participations will expire. Payments to the Participants can only be made after a liquidation statement (rekening en verantwoording) has been made. The Manager will prepare the liquidation statement accompanied by a report by an auditor. Approval of the liquidation statement by the Meeting of Participants will result in the discharge of the Manager and the Depositary. 37 Base Prospectus FundShare Umbrella Fund 17 DISCLOSURE OF INFORMATION 17.1 Disclosure of fair treatment The Manager does not provide preferential treatment to certain Participants, all Participants are treated equally. 17.2 Website of the Investment Manager The Manager will maintain a website (www.hiqinvest.nl) which will include the following information: this prospectus; the license granted by the AFM to act as a manager as prescribed in book 2, section 65 of the Wft; amendments to the investment policy (if any); (semi-) annual reports of the Manager and the Depositary (latest three years); announcements of the meetings of Participants; historical performance of the Sub-Funds; and the most recent Net Asset Value per Participation as determined per the Valuation Day. 17.3 Documents available for inspection The above stated documents are also available for inspection at the office of the Manager. A copy the articles of association of the Manager, the Depositary or the Administrator can be obtained free of charge on request. The information about the Manager, the Administrator and the Depositary filed in the commercial trade register of the Chamber of Commerce and Industry in Amsterdam pursuant to any statutory regulation can be obtained for a maximum of the cost price on request. Participants will also be provided, on request and at a maximum of the cost price, with: a copy of the Manager's licence; a copy of the Depositary agreement. Up-to-date information about the Participations, this Base Prospectus, the Supplements and the key investor information documents concerning the Sub-Funds, the annual report and the semi-annual report can be obtained free of charge from the Manager. This information and all other relevant information are also available on the Manager’s Website. 17.4 Periodical reports The Manager will prepare monthly reports on the (Sub-)Fund’s portfolio and semi-annual and annual reports. The annualand semi-annual reports are available free of charge for the Participants at the Manager’s office and on its Website. 17.5 Monthly reports Monthly, within two weeks after month end a report will be published on the Website of the Manager that at a minimum shall include the following information: the recent Net Asset Value per Participation of each Sub-Fund and the date on which the valuation was made; the number of Participations outstanding per Sub-Fund; and the total value and an overview of the composition of the assets of the Sub-Fund. 17.6 17.6.1 (Semi-) Annual Report Financial year The financial year of the Fund starts on 1 October and ends on 30 September. The first financial year starts at April 12, 2012 and will end on September 30, 2013. 17.6.2 Annual report The annual report and financial statements of the Fund are published on the Website each year within six (6) months of the close of the financial year. The Fund has not issued Participations prior to the date of this prospectus and no audited financial statements have been prepared in respect of the Fund to date. The annual report and audited annual financial statements of the Fund will be e-mailed to each Participant at his registered email address and will be made available for 38 Base Prospectus FundShare Umbrella Fund inspection at the registered office of the Fund. The annual report and financial statements will be prepared in accordance with Title 9 Book 2 of the Dutch Civil Code (Burgerlijk Wetboek), the Wft and the BGfo. 17.6.3 Semi-annual report The unaudited semi-annual report of the Fund, incorporating the unaudited financial statement, will be available to Participants within 9 weeks of the period to which they relate. The first semi-annual report will cover the period from April 12, 2012 until March 31, 2013. 17.6.4 Availability of the (Semi-) Annual Report Copies of the last three published (semi-) annual reports, the latest three financial statements are available free of charge at the offices of the Fund and on the Website. The three latest annual reports and financial statements form an integral part of the Prospectus. These annual reports give an overview of the development of the Investment Institution's assets and its income and expenses over the last three financial years. 17.7 Annual overview The Manager will, as of the end of each calendar year, make available to the Participants an annual overview which includes at least the following: the number of Participations and the value of Participations held by the Participant; and an overview of all mutations resulting from allocation and redemption requests in the preceding calendar year, with an indication of the numbers of Participations involved as well as the value thereof and the related costs. The Manager will send this annual overview to the addresses listed in the register of Participants. The annual report is accompanied by information on withholding tax and/or foreign withholding taxes that are withheld from the dividend and proceeds from investments of the Fund that may be deducted or reclaimed by the Participants. The annual overview will be received in February of each calendar year. The annual overview states the net dividend (gross dividend minus the dividend withholding tax) and interest and interest received in the past fiscal year. In addition also the holdings of Participants in the Sub-Fund(s) as valued at the beginning of the calendar year are included. This information can be important for the income tax return of individual Participants. Part of this information will be provided to the tax authorities (renseignering). 17.8 Changes to the Prospectus By requesting the issuance of (units) of Participations, the Participant submits to the Prospectus. The Prospectus and more specifically the investment policy and/or restrictions of a certain Sub-Fund, the applicable fees and expenses, may be amended at the proposal of the Manager, without consent of the Participants being required. Changes to the Prospectus may only be effected by the Manager and the Depositary together. A Participant will be informed of a proposed amendment and the amendment of the Prospectus via e-mail. The proposal and the amendment of the Prospectus are also -posted on the website of the Manager. 17.8.1 Notice of (proposed) changes The Manager will inform the Participants via e-mail of the text of a (proposed) change of the Prospectus at least one month prior to the day on which the change shall come into effect. In addition, the notice will be published on the Manager’s Website along with an explanation of the changes. 17.8.2 Conditions for changes taking effect In principle, changes will take immediate effect. Changes that cause a reduction in the rights and securities of the Participants or imposes (additional or higher) costs upon them or reflect a change in the investment policy, do not become effective until one month following the date of the notification thereof. During the one month period, Participants have the right to redeem their Participations at their respective Net Asset Value under the usual conditions. 39 Base Prospectus FundShare Umbrella Fund 18 TAXATION 18.1 General The information given is not exhaustive and does not constitute legal or tax advice. Prospective investors should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, switching or disposing of Participations under the laws of the jurisdictions in which they may be subject to tax. The following is a brief summary of certain aspects of taxation law and practice in The Netherlands relevant to the transactions contemplated in this Prospectus. It is based on the law and practice and official interpretation currently in effect, all of which are subject to change. 18.2 Tax transparency The Fund and each Sub-Fund are structured as transparent for Dutch tax purposes. The Fund and each Sub-Fund are from corporate income tax perspective, a“closed fund for joint account” (besloten fonds voor gemene rekening). This means that the Fund is fiscally transparent and is therefore not subject to Dutch corporate income tax or dividend withholding tax. For fiscal purposes, the assets and liabilities, as well as the revenue and the costs of the Fund, are directly allocated to the Participants pro rata to their number of Participations, subject to and in accordance with the Prospectus. Therefore, for tax purposes, each Participant will be considered to participate directly in the investments of the Fund. Tax transparency is achieved if the Participations may only be issued and redeemed by the Fund itself. This means that Participations can only be redeemed or transferred through the Manager or on its behalf the Administrator and the transfer or the creation of derived rights in relation to Participations is restricted. 18.3 Corporate income tax Participant can only alienate Participations to the Fund itself, by offering them to the Manager. This makes that under applicable tax law, the Fund is qualified as a "closed fund for joint account". As such the fund is tax transparent, which means that the Fund itself is not subject to corporate income tax. This implies that for tax purposes all assets and liabilities of the Fund are allocated to individual Participants – in proportion to their Participation in the Fund. 18.4 Dividend withholding tax Since the Fund is considered to be tax transparent, distributions made by the Fund will not be subject to any withholding tax. However, withholding tax may be levied from income flows (such as interest or dividends) paid to the Fund in connection with investments made by the Fund. A Participant may be able to obtain a credit for such withholding tax against income taxes levied in its own state of residence. 18.4.1 Non-residents For a Participant, not resident or deemed to be resident in the Netherlands, this shall depend on national tax law of his state of residence and on any tax treaty concluded between such state and the state levying the withholding tax on dividend income flowing to the Fund. 18.4.2 Residents Individuals and corporate entities who are resident or deemed to be resident in the Netherlands for Dutch tax purposes ("Dutch resident individuals" and "Dutch resident entities") can generally credit their prorated part of any Dutch withholding tax against their income tax or corporate income tax liability. Whether they can credit any foreign withholding tax against their (corporate) income tax liability, shall depend on any tax treaty concluded between the Netherlands and the state levying the withholding tax. 18.5 Value Added Tax No Dutch value added tax will arise in respect of any payment in consideration for the issue or the sale of the Participations. Distributions by the Fund and capital gains on the redemption or disposal of the Participations are not subject to value added tax. 40 Base Prospectus FundShare Umbrella Fund 18.6 Taxes on Income and Capital Gains 18.6.1 Dutch resident individuals As a general rule, Dutch resident individuals will be taxed annually on a deemed income of 4 per cent of their net investment assets at an income tax rate of presently 30 per cent. The Net Asset Value is the sum of (i) the value of the investment assets less the attributable liabilities and (ii) the investment assets less the attributable liabilities at 0:00 hours on January 1 of each calendar year. The value of the Participations is included in the calculation of the Net Asset Value. A tax-free allowance in 2013 for the first EUR 21,139 of the net investment assets may be available. Actual benefits derived from the Participations, including any capital gains, are not as such subject to Dutch income tax. Equally, actual costs (including funding costs) are not deductible. 18.6.2 Dutch resident entities Any benefit derived or deemed to be derived from the Participations held by Dutch resident entities, including any capital gains realised on the disposal thereof, is generally subject to corporate income tax in 2013 at a rate 20% for profits till EUR 200,000 and 25% for profits above EUR 200,000. 18.7 Change of tax structure The manager reserves the right to change the legal and tax-related structure of the Fund if, for example, legislation (taxrelated or otherwise) is amended or if the policy relating to investment or common funds is changed and the Manager deems this to be in the Participants’ interests. 41 Base Prospectus FundShare Umbrella Fund 19 FEES AND EXPENSES There are fees and expenses associated with investing in the Fund. These costs can be divided into costs that are charged to the Fund and expenses that are (in) directly charged to the Participants. The ongoing charges charged to the Fund (the management-, depositary-, audit- and administration fees), excluding the transaction and transaction related expenses of securities transactions as well as interest charges and a performance fee if any, are reflected in the expense ratio for the Fund (Ongoing Charges Ratio, the OCR). 19.1 Fees and expenses charged to the Fund The below stated fees and expenses that shall be charged to the Fund are exclusive of value added tax, if any. Where there are differences between the Base Prospectus and a Supplement, the conditions in the Supplement will prevail. 19.1.1 Management fee The Manager shall be entitled* to receive an annual fixed and variable management fee from each separate Sub-Fund based on the Net Asset Value per the end of the month of the particular Sub-Fund as calculated by the Administrator. The variable management fee shall accrue by reference to the Net Asset Value per the Valuation Day and is due, together with 1/12 of the fixed annual management fee, monthly in arrears on the first Business Day. The annualized percentage is specified for each Sub-Fund in its respective Supplement. It is calculated as follows: [(1/12) x (annualised percentage fee per Sub-Fund] Multiplied by the Net Asset Value of the Sub-Fund - per the end of the month over which the management fee is calculated - before deduction of the accrued management fee and other accrued fees due for that month. * In case the implementation of the investment policy as set by the Manager is delegated to the Operating Company not being the Manager, the Operating Company will be entitled to a portion of the Management Fee as set out in the respective Supplement. 19.1.2 Administration fee The Administrator based upon the services (except for audit support) provided, shall be entitled to receive a fixed and a variable fee from each separate Sub-Fund, which is based on an annual percentage related to the Net Asset Value per the end of the month of the particular Sub-Fund as calculated by the Administrator. The variable administration fee shall accrue by reference to the Net Asset Value per the Valuation Day and is due, together with 1/12 fixed annual administration fee, monthly in arrears on the first Business Day. The variable part of the administration fee shall be calculated in the manner as set out above for the variable management fee. Administration fee per Sub-Fund: EUR 2,500 minimum* + variable 0.075% per year. * the minimum amount is increased with the applicable fixed fees according to the schedule below. 42 Base Prospectus FundShare Umbrella Fund Fixed fee schedule Exchanges Fees European and North-American exchanges no charges € 2,500 Asian exchanges Non- developed markets € 2,500 an additional Type of Securities Fees Equity shares no charges € 2,500 Bonds Derivatives € 2,500 an additional Positions Fees < 50 and 50 no charges € 2,500 > 50 and < 200 more than 200 positions € 2,500 an additional Diversification, Market Cap en Liquidity Fees Turnover < 1 mio per day or market cap < 500 mio or > 10% per position € 2,500 Market cap < 100 mio or > 20% of daily turnover € 2,500 an additional Maximum to the minimum fixed administration fee per year per Sub-Fund 19.1.3 € 22,500 Audit- and audit support fee The Manager with respect to the audit of the annual report and accounts and the Administrator audit support provided, shall charge a fixed and a variable fee from each separate Sub-Fund, which is based on an annual percentage related to the Net Asset Value per the end of the month of the particular Sub-Fund as calculated by the Administrator. The audit fee as incurred is charged to the Manager by the auditor. The Managers’ recharge to the Sub-Fund is part of the fixed fee stated below. The variable audit support fee shall accrue by reference to the Net Asset Value per the Valuation Day and is due, together with 1/12 fixed annual audit- and audit support fee, monthly in arrears on the first Business Day. The variable part of the audit- and audit support fee shall be calculated in the manner as set out above for the variable management fee. Audit- and audit support fee per Sub-Fund: fixed EUR 2,500 + variable 0.03% per year (excl VAT). 19.1.4 Depositary fee The Depositary shall be entitled to receive a fixed and a variable fee from each separate Sub-Fund, which is based on an annual percentage related to the Net Asset Value per the end of the month of the particular Sub-Fund as calculated by the Administrator. The variable depositary fee shall accrue by reference to the Net Asset Value per the Valuation Day and is due, together with 1/12 fixed annual depositary fee, monthly in arrears on the first Business Day. The annualized percentage is specified for each Sub-Fund in its respective Supplement. The variable part of depositary fee shall be calculated in the manner as set out above for the variable management fee. Depositary fee per Sub-Fund: fixed EUR 2,500 (excl VAT) + variable 0.01% per year (excl VAT). 43 Base Prospectus FundShare Umbrella Fund 19.1.5 Other expenses The following expenses may also be charged to the Fund and pro rata to each Sub-Fund: The Fund shall bear all ancillary costs for the purchase and sale of financial instruments arising from the management of the fund’s assets (customary brokerage fees, commissions, duties and transaction related taxes). Such costs are directly offset against the historic cost or sales price of the respective financial instruments, if applicable. 19.1.6 Operating Expense Cap The sum of the administration, audit- and audit support and depositary fee for each separate Sub-Fund is capped at 0.5% over the Net Asset Value per month end. 19.2 Costs charged to the Participant 19.2.1 Subscription and Redemption fees Redemption and subscription fees (also in connection with switches between Sub-Funds) are not charged unless specified otherwise in the respective Supplement. 19.3 Ongoing Charges Ratio (OCR) in reporting The ongoing charges figure shall include all types of cost borne by the Sub-fund, whether they represent expenses necessarily incurred in its operation, or the remuneration of any party connected with it or providing services to it. These costs may be expressed or calculated in a variety of ways (e.g. a flat fee, a proportion of assets, a charge per transaction, etc). Transaction costs and performance-related fees are not included in the „ongoing charges“. The „ongoing charges“ may differ from year to year. Please refer to the „Expenses“ sub-item of the current (semi)annual accounts of the Fund for precise details of the cost components included in the „ongoing charges“. 19.4 Transaction costs not included the OCR Charges that do not affect OCR but which do affect the result of the Sub-Funds are comprised of transaction, custody and other transaction and interest related costs. The costs charged by the Sub-Custodian and exchange markets in relation to the purchase or sale of financial instruments form the main component of the cost of a transaction. In addition, transaction related costs comprise of taxes and duties such as stock exchange fees, registration tax and stamp duties. 19.5 Portfolio turnover rate (PTR) in reporting The turnover ratio presents the trading activity of an investment fund during the period of one year. Therefore the turnover rate is a consequence of the investment policy and decisions and refers to the total of purchases and sales of assets by the Sub-Fund in proportion to the average Net Asset Value of the Sub-Fund in the financial year concerned. The turnover rate is adjusted for sales and purchases of assets with respect to the issuance and redemption of Participations. The closer the PTR is to 0, the more directly the transactions conducted are related to the issue and redemption of Sub-fund Participations. A positive PTR hence shows that the securities transactions were higher than transactions in Sub-fund Participations, whereas a negative PTR figure indicates that securities transactions are lower than transactions in Sub-fund Participations. 44 20 OTHER INFORMATION 20.1 Evidence The books of the Manager, the Depositary and the Administrator shall be deemed as evidence with respect to a Participant, as long as evidence to the contrary has not been provided. At the request of the Participants the Manager will allow inspection of these books. Issues not provided for in this Prospectus will be decided on by the Manager. 20.2 Terminiation Depositary Agreement The Depositary Agreement between the Manager and the Depositary is indefinite. Both, the Manager and the Depositary may terminate the agreement in writing with due observance of a notice period as agreed in Depositary Agreement. The Manager has the right to terminate the Depositary Agreement with due observance of a a notice period as agreed in the Depositary Agreement. 20.3 Related parties The Fund uses the services of the following parties related to the Manager and the Depositary: DeGiro B.V., the Securities Giro (an intermediary safekeeping vehicle), FundShare Administrator B.V. (the ‘Administrator’) and HiQ Trading Software B.V. (an independent software vendor). These services may include performing of the work outsourced to these parties, such as the fund administration. By means of DeGiro, who provides brokerage and custodial services, Investment transactions are carried out. All such services are executed at market rates determined at an arm’s length basis. For all Investment transactions carried out via DeGiro and which take place on an execution venue which is not a regulated market or Multi Trading Facility (MTF), the prices of such Investments have been independently set by reference market prices as avialable for the same Investments on regulated markets or MTF’s. 20.4 Data Protection Act The Manager and Depositary shall ensure that personal data collected and processed within the Fund will be treated confidentially. The Manager and Depositary shall comply with the Data Protection Act (Wet bescherming persoonsgegevens) and the processing of personal data is registered with the Data Protection Authority (College Bescherming Persoonsgegevens). Personal data of Participants are collected and processed at registration and during the implementation of the provisions of this Prospectus. Manager and Depositary will use the personal data solely in pursuance of what is determined in this Prospectus. The personal data will not be made available to third parties, except pursuant to the provisions of the Prospectus or if the personal data must be made available on grounds of a statutory provision. 20.5 Policy regarding voting rights and voting conduct The Depositary, as shareholder in relation to securities held for the Fund, will not pursue an active voting policy. The Manager may exercise the voting rights pertaining to any of the securities included in the assets of the Sub-Funds. In such case it shall exercise the voting rights in the interest of the Participants. 45 Base Prospectus FundShare Umbrella Fund 21 MANAGERS STATEMENT Solely the Manager of the Fund is responsible for the contents of the Prospectus. The Manager declares, to the extent reasonably known, that the information in the Prospectus is in accordance with the facts and that no data was omitted which would have changed the tenor of this Prospectus. As of the date of this Prospectus, there are nineteen (19) Supplements available dated July 22, 2014: Norwegian Sovereign Bond Fund; EUR Cash Fund; Brazilian Bond Fund; IEX40 Index Fund; Sequoia Quantum Satis Fund; Stroeve Beheerd Beleggen Groei; Stroeve Beheerd Beleggen Behoud; Harmony Inviniti Aandelen Fonds; CHF Cash Fund; USD Cash Fund; Mahler India Fund; EUR Cash Margin Fund: Ambassador Aandelen Fonds; Ambassador Obligatie Fonds; Post Opbouw Inkomens Fonds; Post Opbouw Continu Click Fonds; Harmony Inviniti Hoog Dividend Fonds; Dijkstra Beaumont Equity Fund; and Dijkstra Beaumont Fixed Income Fund. The Manager is responsible for the accuracy and completeness of the information contained in this Prospectus. The Manager declares that the Fund, the Manager and the Depositary comply with the rules laid down by or pursuant to the Act on Financial Supervision . This Prospectus contains all the information in accordance with what is referred to in Section 4:49 of the Wft, effective as per 22 July 2013, and article 118 and Appendix I of the Bgfo, effective as per 22 July 2013, to the extent applicable. The Fund is established and the original Prospectus is adopted on April 12, 2012. The Prospectus is actualized and the new version is adopted on July 22, 2014. According to the Manager, the Prospectus contains at least the information contains the information required pursuant to section 4.37l sub 4 and 4:37p sub 1 Wft, effective as per 22 July 2014 , that are necessary in order for a prospective investor to make a judgment of the Fund and the associated costs and risks. The Prospectus is available on the website www.hiqinvest.nl. Amsterdam, July 22, 2014. The Manager, HiQ Invest B.V. 46 Base Prospectus FundShare Umbrella Fund 22 ASSURANCE REPORT Assurance report To: the Manager of FundShare Umbrella Fund Engagement and responsibilities We have performed an assurance engagement regarding the contents of the Prospectus of FundShare Umbrella Fund. In this respect we have examined, whether the Prospectus dated 22 July 2014 of FundShare Umbrella Fund (the ‘Fund’), Amsterdam, at least contains the information required pursuant to section 4.37l sub 4 and 4:37p sub 1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht, hereinafter Wft). The objective of this assurance engagement is to obtain a reasonable level of assurance, with exception of the requirement in section 115x sub 1 c Besluit gedragstoezicht financiële ondernemingen (hereinafter Bgfo). Unless specifically stated to the contrary in the Prospectus, the information contained in the Prospectus is unaudited. The responsibilities are as follows: 1. The Manager of the Fund is responsible for the preparation of the Prospectus that at least contains the information required pursuant to the Wft ; 2. Our responsibility is to issue a statement as referred to in section 115x sub 1 e Bgfo. Scope We conducted our examination in accordance with Dutch law, including Standard 3000 ‘Assurance engagements other than audits or reviews of historical financial information’. Accordingly, we have performed the procedures we considered necessary in the circumstances to be able to express an opinion. We have examined whether the Prospectus contains the information required pursuant to section 4.37l sub 4 and 4:37p sub 1 Wft. The Wft does not require the auditor to perform additional procedures with respect to section 115x sub 1 c Bgfo. We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion the Prospectus at least contains the information pursuant to section 4.37l sub 4 and 4:37p sub 1 Wft. With regard to section 115x sub 1 c Bgfo we report that to the extent of our knowledge, the Prospectus contains the information as required. Amstelveen, 22 July 2014 KPMG Accountants N.V. E.H.R Schuit RA 47 Base Prospectus FundShare Umbrella Fund ADDRESS LIST Manager HiQ Invest B.V. Herengracht 442 1017 BZ Amsterdam tel: +31(0) 20 535 34 80 fax: +31(0) 20 535 34 99 www.hiqinvest.nl Depositary DAF Depositary B.V. Herengracht 442 1017 BZ Amsterdam tel: +31(0) 20 535 34 80 Administrator FundShare Administrator B.V. Herengracht 442 1017 BZ Amsterdam tel: +31(0) 20 535 34 80 fax: +31(0) 20 535 34 99 Custodian DeGiro B.V. Herengracht 442 1017 BZ Amsterdam tel: +31(0) 20 535 34 80 fax: +31(0) 20 535 34 99 www.degiro.nl Auditor KPMG Accountants N.V. Laan van Langerhuize 1 1186 DS Amstelveen tel: +31(0) 20 656 78 90 Banking Relationship ABN AMRO N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam 48 Base Prospectus FundShare Umbrella Fund APPENDIX I: REGISTRATION DOCUMENT 1 INFORMATION REGARDING THE MANAGER 1.1 General information HiQ Invest B.V. (hereafter also referred to as the “Manager”) is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that is incorporated under Dutch law and that has its registered office in Amsterdam. It was incorporated on 7th of Augustus 2006 and is listed in the trade register held by the Amsterdam Chamber of Commerce under number 34252934. The Manager’s website address is: http://www.hiqinvest.nl. 1.2 Activities HiQ Invest B.V. manages HiQ Invest Fundamental Value Fund, HiQ Invest Market Neutral Fund and FundShare Umbrella Fund, all registered with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) in accordance with the provisions of the Act on Financial Supervision (Wet op het financieel toezicht: “Wft”). 1.3 Organizational and control structure The day-to-day policy of the Manager is determined by its managing board, consisting of: dr. ir. J.H.M. Anderluh, residing in Delft, as general manager (co)responsible for the trading process, Investment policy, Compliance & Risk, Reporting and the IT system. drs. N.J. Klok CFA, residing in Amsterdam, as director (co)responsible for the trading process, Investment policy; and he also maintains contact with the Clearing, Administrator and Depositary. The members of the managing board of HiQ Invest B.V. qualify as persons that co-determine the policy of the Manager. The directors of the Manager practice their activities related to work of the Manager, the Fund or the Depositary, also outside the Manager. Mr. J.H.M. Anderluh and Mr. N.J. Klok are also directors of DeGiro B.V., an affiliate of the Manager and founder and operator of Stichting DeGiro, the Securities Giro used by DeGiro B.V. 1.4 Group Structure HiQ Invest B.V. is a wholly owned subsidiary of LPE Capital B.V. which holds 100% of the sharecapital in HiQ Invest B .V. 2 INFORMATION REGARDING THE DEPOSITARY Depositary of the Fund is: DAF Depositary B.V., hereafter to be referred to as “Depositary”. 2.1 General information DAF Depositary B.V. is a private limited liability company that is incorporated under Dutch law and that has its registered office in Amsterdam. It was incorporated on October 3, 2011 and is listed in the trade register held by the Amsterdam Chamber of Commerce under number 34252934. 2.2 Organizational and control structure The day-to-day policy of the Depositary, pursuant to article 4:39 Wft is determined by its management, consisting of: Mr. drs. M.S. Huisman RA. Mr. H.J.J.M. Schoofs RA. The above directors will determine the policy pursued by the Depositary. Mr. M.S. Huisman and Mr. H.J.J.M. Schoofs are also the directors of the Administrator, being the sole shareholder of the Depositary. Mr. H.J.J.M. Schoofs has extensive experience as a public accountant, the banking sector and in asset management as both an executive and manager. Mr. M.S. Huisman has worked as a public accountant for PriceWaterhouseCoopers Accountants N.V. for 8.5 years for audit clients in the international financial services sector. The last two years Mr. M.S. Huisman worked as Head of Finance and Control for the HiQ Group. The Depositary, Mr. M.S. Huisman and Mr. H.J.J.M. Schoofs do not engage in any activities related to the work of the Manager. 49 Base Prospectus FundShare Umbrella Fund 2.3 Group Structure DAF Depositary B.V. is a wholly owned subsidiary of FundShare Administrator B.V., which in turn is a wholly owned subsidiary of LPE Capital B.V. The organization chart below reflects the organizational structure the Manager, the Depositary and the Administrator.. …….. segregation of assets and liabilities established The administrative and portfolio management (front office) functions within the group have been strictly segregated from its operational (back office) functions. 3 FINANCIAL INFORMATION ON THE MANAGER AND THE DEPOSITARY 3.1 Statement accountant about equity Manager Deloitte, at the time acting as the auditor of the Manager, has declared in writing dated July 26, 2006, that the Manager has met the requirements under articles 3:53 (minimum initial capital) and 3:57 (solvency) Wft: the equity of the Manager was in excess of euro 225,000. 3.2 Statement accountant about equity Depositary KPMG Accountants N.V., acting as the auditor of the Depositary, has declared in writing dated April 10, 2012, that the Depositary has met the requirements under articles 3:53 (minimum initial capital) sub and 3 Wft: the equity of the Depositary was in excess of euro 112,500. 3.3 Financial data regarding the Manager and the Depositary The Manager respectively the Depositary has an amount of equity capital at its disposal that meets the requirements of the Wft. Furthermore, and where applicable, the annual reports published as of the date of inception of the Manager were audited by an accountant and can be found on the website of the Manager: www.hiqinvest.nl. According to the latest audited accounts of 2012 of the Manager the equity of the Manager was at least euro 225,000. The equity of the Depositary is at least euro 112,500. 50 Base Prospectus FundShare Umbrella Fund 4 OTHER DATA 4.1 Data regarding the provision of information On a monthly basis, information on, among other things, the development of the value of the participations in the (Sub-) Fund is published in the Manager’s Website. Annually, or on a more frequent basis if the terms conditions of management and custody (voorwaarden van beheer en bewaring) of the Fund or the law so prescribe, the Manager will provide participants in the Fund with a statement on the value of their participation and any movements in the number of participations held. The financial year for both the Manager and the Depositary coincides with the calendar year. Annual reports will thus become available prior to April 30 of the year following the pertinent financial year. Reports of the Manager incorporating the semi-annual accounts will be published ultimately on August 31 of the ongoing financial year. The audit reports that have most recently been issued by the accountant with respect to the equity capital of the Manager respectively the Depositary are available on the Website. The articles of association, annual accounts and annual reports of the Manager respectively the Depositary as well as the semi-annual accounts of the Manager are also available on the Website. Upon request, copies of the aforementioned documents will be made available to participants in the Fund free of charge. On the Website up to date information with respect to the Manager and/or the Depositary can be found. 4.2 Data regarding the replacement of the Manager or the Depositary The Depositary Agreement between the Manager and the Depositary is indefinite. In the event that the Manager or the Depositary announces its intention to resign from its Fund related office or in the event that it is obliged to discontinue its activities, both may terminate the agreement in writing with due observance of a notice period as agreed in Depositary Agreement. The Manager has the right to terminate the Depositary Agreement with due observance of a a notice period as agreed in the Depositary Agreement. A copy of the written agreement between the Depositary and the Manager is available to the Participants for a maximum charge of the costs involved. 4.3 Withdrawal of the Fund Manager’s license A request made by the Manager to the supervisor pursuant to article 1:104, section 1, subsection a. Wft to withdraw the Fund Manager’s license, will either be published in a national daily newspaper in the Netherlands or made known to each participant’s e-mail address and will also be published on the Manager’s website. 51 Base Prospectus FundShare Umbrella Fund SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 NORWEGIAN SOVEREIGN BOND FUND A SUB-FUND OF FUNDSHARE UMBRELLA FUND 52 Supplement Norwegian Sovereign Bond Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Norwegian Sovereign Bond Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to preserve Participants' capital and to provide a stable rate of return by investing in investment grade Norwegian government bonds and/or bonds issued by local Norwegian authorities or agencies. Investment policy and techniques The Sub-Funds‘ capital, shall be invested according to the policy set out below: The Sub-Funds’ policy is to invest in government bonds or bonds issued by local Norwegian authorities, according to the “maturity structure” published on the Website www.fundshare.nl. Any changes in this structure shall be notified by email to all Participants and on the Website www.fundshare.nl. The range of this maturity structure is as follows: 0-30% of the Sub-Fund’s assets in 1-2 year bonds; 0-30% in 3-4 year bonds; 0-30% in 5-6 year bonds; 0-30% in 7-8 year and; 0-30% in 9-10 year. The Sub-Fund can invest a certain percentage of its assets in bonds issued by local Norwegian authorities or agencies. The applicable percentage at the date of this Supplement is a maximum of 30%. Any changes shall be notified by email to all Participants and on the website www.fundshare.nl. The Sub-Funds’ assets will not be subject to security lending as described in the Base Prospectus. The Sub-Funds’ goal is to invest 100% of its assets, but for redemption purposes the Sub-Fund can hold accessory cash and cash equivalents such as short term deposits. Restrictions on investments The Sub-Fund will not invest in any securities other than Norwegian government bonds or bonds issued by local authorities or agencies with equal investment grade credit ratings (issued internationally recognised rating agencies) as the government bonds and denominated in Norwegian Kroner (“NOK”). The Sub-Fund will not invest more than the highest of 35% of the Sub-Funds assets and EUR 250,000 in one particular series of Norwegian Sovereign Government Bonds or bonds issued by local authorities or agencies. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk The Sub-Fund may hold cash in and securities denominated in other currencies than the euro. The value of such portfolio holdings, expressed in the currency in which the Participations are administered, may therefore be influenced by currency fluctuations. 53 Supplement Norwegian Sovereign Bond Fund Operating Company Not applicable. Fees and expense structure Management fee 0.25% per year. Operating and other expenses All applicable operating and other expenses are set out in the Base Prospectus. Fund Characteristics Commencement Date July 13, 2012 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 0.25% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 54 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 EUR CASH FUND A SUB-FUND OF FUNDSHARE UMBRELLA FUND 55 Supplement EUR Cash Fund Important information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare EUR Cash Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall Prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to provide a current income to the amount of the “Reference EUR Rate” minus the “Reference EUR Spread” - consistent with preservation of capital and providing liquidity - from investing in a diversified portfolio of investment grade corporate and/or government bonds and money market instruments, whereby price and interest rate risks of the portfolio can be hedged by entering into derivative agreements with the Swap Counterparty. The method to determine the Reference EUR Rate and the Reference EUR Spread, the current Reference EUR Rate and the current Reference EUR Spread are described in the fee schedule as stated on the website www.fundshare.nl. Investment policy and techniques The Sub-Funds’ capital, shall be invested according to the policy set out below: Investments may be made in investment grade corporate and/or government bonds rated AA and above at the time of investment, denominated in euro (EUR); Investments may be made in demand deposits in euro; The Sub-Fund may enter into a total return swap agreement with the Swap Counterparty exchanging the actual returns on iall or part of its investments for the payment of a fixed interest rate. Restrictions on investments The Sub-Fund shall invest no more than the higher of 250,000 euro or 10% of its assets in one serie of non-government bonds; The Sub-Fund shall invest no more than the higher of 250,000 euro or 10% of its assets in bonds of one private issuer; The Sub-Fund shall invest no more than the higher of 250,000 euro or 30% of its assets in one serie of government bonds; At least 80% of the underlying bonds in the portfolio of the Sub-Fund shall have investment grade credit ratings (by internationally recognised rating agencies). Operating Company Not applicable. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable, are stated in the Base Prospectus: Counterparty Credit Risk By entering into a total return swap agreement the Sub-Fund is exposed to counterparty credit risk with respect to the Swap Counterparty. This risk however will be a limited risk, as only the difference between the actual returns on the investmenst of the 56 Supplement EUR Cash Fund Sub-Fund and the amounts that would have been received under the total return swap and not the principal amount of the investments will be at risk. Fees and Expenses Management fee All returns in excess of the Reference EUR Rate functioning as the hurdle rate will be paid as management fee. Operating and other expenses No operating or other expenses are applicable. Fund Characteristics Commencement Date May 23, 2012 Net Asset Value per Participation at Commencement Date EUR 1 Sub-Fund’s Base Currency EUR Annual Management (incentive) Fee Excess return over the Reference EUR Rate Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager, HiQ Invest B.V. 57 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 BRAZILIAN BOND FUND A SUB-FUND OF FUNDSHARE UMBRELLA FUND 58 Supplement Brazilian Bond Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare Brazilian Bond Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall Prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to preserve Participants' capital and to provide a stable rate of return by investing in investment grade Brazilian bonds. Investment policy and techniques The Sub-Funds‘ capital shall be invested according to the policy set out below: The Sub-Funds’ policy is to invest in Brazilian bonds according to the “maturity structure” published on the website www.fundshare.nl. Any changes in this structure shall be notified in accordance by e-mail to all Participants and on the website www.fundshare.nl. The range of the maturity structure at the date of this Supplement is as follows: 0-30% of the Sub-Funds’ assets in 1-2 year bonds; 0-30% in 3-4 year bonds; 0-30% in 5-6 year bonds; 0-30% in 7-8 year bonds; and 0-30% in longer than 8 year bonds. The Sub-Funds’ goal is to invest 100% of its assets, but for redemption purposes the Sub-Fund can hold accessory cash and cash equivalents such as short term deposits. The Sub-Fund will invest in investment grade bonds, if the rating agencies decide to downgrade these bonds while the Sub-Fund holds these positions, the Sub-Fund can decide to hold these positions or the sell these positions. Restrictions on investments The Sub-Fund will not invest in any securities other than Brazilian bonds. The Sub-Fund will not invest more than the highest of 35% of the Sub-Funds assets and EUR 250,000 in one particular series of bonds. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk The Sub-Fund may hold cash and or securities denominated in other currencies than the euro. The value of such portfolio holdings, expressed in the currency in which the Participations are administered, may therefore be influenced by currency fluctuations. Operating Company Not applicable. Fees and expense structure Management fee 59 Supplement Brazilian Bond Fund 0.45% per year. Operating and other expenses All applicable operating and other expenses are set out in the Base Prospectus. Fund Characteristics Commencement Date January 31, 2013 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 0.45% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 60 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 IEX40 Index Fund A SUB-FUND OF FUNDSHARE UMBRELLA FUND 61 Supplement IEX40 Index Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare IEX40 Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall Prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to generate a return equal to the returns of the IEX40 Index (http://www.iexprofs.nl/fonds/iexfonds40.aspx), the Sub-Funds reference Index. This index is composed of 40 investment funds (the “Target Funds”) in different asset classes. The Sub-Fund’s goal is to follow this index closely. Investment policy and techniques The Sub-Funds‘ capital shall be invested according to the policy set out below: The Sub-Fund invests in the Target Funds of the open-ended type which primarily invest in shares, bonds, cash or other transferable securities; The Sub-Funds’ goal is to invest 100% of its net assets in the Target Funds, but for redemption purposes the Sub-Fund can hold accessory cash and cash equivalents such as short term deposits. Restrictions on investments The Sub-Fund will not invest in other assets than the Target Funds or in cash or cash equivalents. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable, are stated in the Base Prospectus: Lack of Liquidity of Target Funds Even though the IEX40 Index consists of Target Funds that offer the opportunity to have their shares or units redeemed within a timeframe of one day, there can be no assurance that the liquidity of such Target Fund will always be sufficient to meet redemption requests as, and when, made. Any lack of liquidity may consequently affect the liquidity of the Participations of the Sub-Fund. For such reasons the treatment of redemption requests may be postponed in exceptional circumstances including if a lack of liquidity may result in difficulties in determining the Net Asset Value (“NAV”) of the Participations and consequently a suspension of issues and redemptions. Several factors may lead the Manager or on its behalf the Administrator to suspend the NAV calculation or impose a maximum on the volume of redemptions that the Manager or on its behalf, the Administrator could process on any Trading Day: (i) the NAV suspension or the absence of any NAV determination by one or more Target Funds; (ii) the time needed to redeem shares/units held in the Target Funds. Such factors could also oblige the Company, in order to satisfy redemption requests, to sell its shares/units in the most liquid Target Funds so that the portfolio of the Company could temporarily deviate from its target allocation the reference IEX40 Index. Risks of Suspension of Net Asset Value Determination by Target Funds The Target Funds in which the Sub-fund invests may be subject to temporary suspensions in the determination of the net asset values. In such event, a Sub-Fund may be unable to redeem its interests in such Target Fund when it would otherwise be advantageous to do so. The delay in disposal of Sub-fund’s investments may adversely affect both the value of the investment being disposed of, and the value and liquidity of the Participations of the Sub-fund. The lack of liquidity resulting from a 62 Supplement IEX40 Index Fund suspension of the calculation of the net asset value of the Target Funds could require the Manager or on its behalf the Administrator to suspend accepting subscriptions and redemptions of Participations. Participants in the Sub-fund investing primarily in other Target Funds should recognize that they will be subject to an above-average liquidity risk. Operating Company Not applicable. Fees and expense structure Management fee 0.75% per year. The Manager will try to get reimbursements from the management fees paid to the target funds it invest in, these reimbursements will be fully paid to the Sub-Fund. This will lower the effective management fee. The copyright license fees for using the IEX40 Index as part of the investment policy are paid by the Manager out of the management fee. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. The audit and audit support fee will be charged as incurred and will likely be higher than the amounts stated in the Base Prospectus. Fund Characteristics Commencement Date April 22, 2014 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 0.75% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 63 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Sequoia Quantum Satis Fund A SUB-FUND OF FUNDSHARE UMBRELLA FUND 64 Supplement Sequoia Quantum Satis Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare Sequoia Quantum Satis Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of equity in different countries and sectors. Investment policy and techniques In normal market circumstances, the Sub-Fund will invest in the equity of companies that will be selected based on the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. In extreme market conditions, the Sub-Fund can partly (up to 40%) interchange its equity investments of investments in low risk government bonds, or reduce its exposure otherwise. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund maintains an exposure between 60% and 100% of its Net Asset Value (NAV) in equities, the so-called equity portion of the Sub-Fund. Up to 40% can be invested in 1-3 year Dutch or German government bonds, in the FundShare Euro Cash Fund, or in financial instruments that reduce the exposure in equities to no less than 60%. The Sub-Fund invests in at least 3 and at maximum 5 of the nine Bloomberg Gigs sectors, excluding financial services. Within each GIG sector, the Sub-Fund will invest in at least 5 and maximal 10 companies within each sector. The Sub-Fund will invest no more than 10% of its NAV in a single holding. The regional restrictions regarding the equity portion of the Sub-Fund are as follows: o The Sub-Fund will invest at least 10% and no more than 60% in equity that has the primary listing in NorthAmerica. o The Sub-Fund will invest at least 10% and no more than 60% in equity that has the primary listing in Western Europe. o The Sub-Fund will invest at least 10% and no more than 60% in equity that has the primary listing in the Asian Pacific. The Sub-Fund is allowed to hold a small portion of the assets in cash to service in and outflow. The Sub-Fund will only invest in large stocks, i.e. at the time the Sub-Fund buys into its holdings, the market capitalization is at least EUR 1 billion. The Sub-Fund will only invest in liquid stocks, i.e. the holding of the Sub-Fund may not exceed 25% of the average daily traded value over the last 50 trading days. The portfolio turnover ratio will be no more than 10 times annually. 65 Supplement Sequoia Quantum Satis Fund Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk A large portion of the Sub-Fund’s assets will be held in foreign currencies. If the value of these currencies deteriorates compared to the Sub-Fund’s base currency, this will have a major impact on the value of the Sub-Funds assets. Risk of timing The operating company can decide to reduce its equity portion to 60% of the NAV. Typically, this will be done in turbulent market environments. If, after the equity exposure is reduced to 60% of the Net Asset Value, the equity markets turn positive, the investor in the Sub-Fund can “miss” the returns of this market upside. Operating Company Sequoia Vermogensbeheer V.O.F. is the Operating Company. The Operating Company receives 85% of the management fee and 100% of the performance fee. Fees and expense structure Management fee 1.0% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.0% on the NAV of the last business day of the month. Operating and other expenses All applicable operating and other expenses are set out in the Base Prospectus. 66 Supplement Sequoia Quantum Satis Fund Fund Characteristics Commencement Date October 8, 2012 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.0% Performance fee No High Watermark Yes (relative to benchmark) Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 67 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Stroeve Beheerd Beleggen Groei A SUB-FUND OF FUNDSHARE UMBRELLA FUND 68 Supplement Stroeve Beheerd Beleggen Groei Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare Stroeve Beheerd Beleggen Groei (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of equity and other exchange traded risky assets in different countries and sectors. Investment policy and techniques The Sub-Fund will invest mainly in the equity of companies that will be selected based on one or more of the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. A part (up to 25%) of the Sub-Fund will be invested in equity or investment funds having exposure towards other exchange traded risky assets like commodity funds, exchange traded real estate funds and structured notes. Both equity and other exposure can be a result of directly holding stocks or taking positions in exchange traded funds or regulated investment funds. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund can invest in equities, exchange traded funds and regulated investment funds. The Sub-Fund maintains an exposure between 75% and 100% of its Net Asset Value in equities, the so-called equity portion of the Sub-Fund. The equity portion can contain both direct equity holdings and (exchange traded) funds. The Sub-Fund maintains an exposure between 0% and 25% of its Net Asset Value in other exchange traded assets. The Sub-Fund invests in at least 8 of the ICB (Industry Classification Benchmark) super sectors. The Sub-Fund will invest no more than 10% of its Net Asset Value in a single holding. The regional restrictions regarding the equity portion of the Sub-Fund are as follows: o The Sub-Fund will invest at least 10% and no more than 70% in equity that has the primary listing in NorthAmerica. o The Sub-Fund will invest at least 10% and no more than 70% in equity that has the primary listing in Western Europe. o The Sub-Fund will invest at least 10% and no more than 50% in equity that has its primary listing in the Emerging Markets. o The Sub-Fund will invest no more than 30% in equity in the remaining countries. 69 Supplement Stroeve Beheerd Beleggen Groei The Sub-Fund is allowed to hold a small portion of the assets in cash to service in and outflow and up to a maximum of 30% for market timing. The Sub-Fund will predominantly have direct investments in large stocks, i.e. at the time the Sub-Fund buys into its holdings; the market capitalization is at least EUR 1 billion for 85% of the equity portion of the fund. The Sub-Fund will only invest in liquid stocks, i.e. the holding of the Sub-Fund may not exceed 25% of the average daily traded value over the last 50 trading days. The portfolio turnover ratio will be no more than 10 times annually. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk A large portion of the Sub-Funds asset will be held in foreign currencies. If the value of these currencies deteriorates compared to the Sub-Funds base currency, this will have a major impact on the value of the Sub-Funds assets. Risk of timing The Operating Company can decide to use up to 30% of the Net Asset Value for market timing. If, after the exposure is reduced to 70% of the Net Asset Value, the markets turn positive, the investor in the Sub-Fund can “miss” the returns of this market upside. Operating Company Stroeve & Lemberger Vermogensbeheer N.V. is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee 1.3% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.3% on the NAV of the last business day of the month. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. 70 Supplement Stroeve Beheerd Beleggen Groei Fund Characteristics Commencement Date November 12, 2012 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.3% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 71 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Stroeve Beheerd Beleggen Behoud A SUB-FUND OF FUNDSHARE UMBRELLA FUND 72 Supplement Stroeve Beheerd Beleggen Behoud Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare Stroeve Beheerd Beleggen Behoud (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of mainly Euro denominated corporate and government bonds, fixed income investment funds and (partly) guaranteed structured notes in order to preserve capital and / or to generate income. Investment policy and techniques The Sub-Fund will invest in investment grade corporate and government bonds and fixed income funds. Up to 20% may be invested in guaranteed notes. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund invests in corporate and government bonds, fixed income funds and guaranteed notes with a guarantee of 90% and more, investment grade at the time of investing. The Sub-Fund holds no more than 20% of its Net Asset Value in guaranteed notes and no more than 10% of its Net Asset Value in guaranteed notes that have a guarantee less than 100%. The Sub-Fund will invest no more than 10% of its Net Asset Value in a single holding and no more than 15% of a single issuer, except for Dutch and German state. The Sub-Fund is allowed to hold a maximum of 30% of the assets in cash to service in and outflow or market timing. The Sub-Fund will only invest in medium to large corporate and government bond issues, i.e. nominal size of the issue is at least EUR 250 million. No more than 80% of the portfolio will be invested in investment grade corporate bonds. These can sometimes be sector focused. The portfolio turnover ratio will be no more than 4 times annually. At least 80% of the investments are Euro denominated. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable are stated in the Base Prospectus: Sector Concentration risk As there are no restrictions on the sector for the bonds, the Sub-Fund can have a concentrated credit exposure towards one sector. Risk of timing The operating company can decide to hold cash for market timing. If, after the exposure is reduced, the markets turn positive, the investor in the Sub-Fund can “miss” the returns of the market upside. Operating Company Stroeve & Lemberger Vermogensbeheer N.V. is the Operating Company. The Operating Company receives 85% of the management fee. 73 Supplement Stroeve Beheerd Beleggen Behoud Fees and expense structure Management fee 0.65% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 0.65% on the Net Asset Value of the last business day of the month. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. Fund Characteristics Commencement Date November 12, 2012 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 0.65% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 74 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Harmony Inviniti Aandelen Fonds A SUB-FUND OF FUNDSHARE UMBRELLA FUND 75 Supplement Harmony Inviniti Aandelen Fonds Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare Harmony Inviniti Aandelen Fonds (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of alternatives, equity in different regions, styles and sectors by use of equities, Exchange Traded Products, investment funds and derivatives. Investment policy and techniques The Sub-Fund will invest in equities, Exchange Traded Products, investment funds and derivatives according to the macro economic situation. The individual holdings will be selected based on the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. The Sub-Fund aims to have a diversified exposure towards equities and alternatives, where the diversification follows from the restrictions listed below. Investments in Exchange Traded Products (ETPs) or Investment Funds are classified according to their underlying investments. Derivative holdings are possible and for the restrictions classified according to their cash delta in the underlying asset. Restrictions on investments The capital of the Sub-Fund, shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund maintains an exposure up to a maximum of 25% in alternatives. The Sub-Fund maintains at least an exposure of 70% in equity, the so-called equity portion of the fund. o The Sub-Fund will invest at least 20% and no more than 60% in equity that has the primary listing in NorthAmerica. o The Sub-Fund will invest at least 20% and no more than 60% in equity that has the primary listing in Western Europe. o The Sub-Fund will invest at least 10% and no more than 40% in equity that has the primary listing in the developed, non-Western markets and Emerging Markets. o The Sub-Fund will invest no more than 30% in equity in the Frontier Markets. o The equity portion will be invested in at least 5 of the ICB SuperSectors and not more than 30% of the equity portion per sector. o The Sub-Fund will only invest in liquid stocks, i.e. the holding of the Sub-Fund may not exceed 25% of the average daily traded value over the last 50 trading days. o Based on purchasing cost an investment cannot exceed 5% of the portfolio, unless it is an ETP based on a broadly accepted, well diversified between countries and sectors global, US or European Index. The Sub-Fund is allowed to hold a small portion of the assets in cash to service in and outflow and up to a maximum of 30% for market timing. The portfolio turnover ratio will be no more than 5 times annually. 76 Supplement Harmony Inviniti Aandelen Fonds Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable are stated in the Base Prospectus: Currency risk A large portion of the Sub- Fund’s asset will be held in foreign currencies. If the value of these currencies deteriorates compared to the funds base currency, this will have a major impact on the value of the Sub-Fund’s assets. Risk of timing The Operating Company can decide to use up to 30% of the Net Asset Value for market timing. If, after the exposure is reduced to 70% of the Net Asset Value, the markets turn positive, the investor in the Sub-Fund can “miss” the returns of this market upside. Operating Company Harmony Vermogensbeheer B.V. is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee 1.5% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.5% of the NAV at the last business day of the month. Performance fee 20% of the Sub-Fund outperformance on the equity investments, relative to the MSCI World Index. The Sub-Fund uses a high watermark. Consequently, the Manager only receives performance fee in case the new relative outperformance exceeds the highest relative outperformance ever that resulted in a performance fee payment. The performance fee will be payable each month on the first business day of the month, based on the NAV of the last business day of the month. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. 77 Supplement Harmony Inviniti Aandelen Fonds Fund Characteristics Commencement Date December 21, 2012 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.5% Performance fee 20% outperformance over MSCI World Index High Watermark Yes, all-time. Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager HiQ Invest B.V. 78 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 CHF CASH FUND A SUB-FUND OF FUNDSHARE UMBRELLA FUND 79 Supplement CHF Cash Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare CHF Cash Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall Prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to provide current income to the amount of the “Reference CHF Rate” minus the “Reference CHF Spread” – consistent with preservation of capital and providing liquidity- from investing in a diversified portfolio of investment grade corporate and/or government bonds and money market instruments, whereby price and interest rate risks of the portfolio can be hedged by entering into derivative agreements with the Swap Counterparty. The method to determine the Reference CHF Rate and the Reference CHF Spread, the current Reference CHF Rate and the Reference CHF Spread are described in the fee schedule as stated on the website www.fundshare.nl. Investment policy and techniques The Sub-Fund’s capital, shall be invested according to the policy set out below: Investment may be made in investment grade corporate and/or government bonds rated AA and above at the time of investment, denominated in Swiss francs (CHF); Investments may be made in demand deposits in CHF; The Sub-Fund may enter into a total return swap agreement with the Swap Counterparty exchanging the actual returns on all or part of its investments for a fixed interest rate. Restrictions on investments The Sub-Fund shall invest no more than the higher of 250,000 CHF or 10% of its assets in one serie of non-government bonds; The Sub-Fund shall invest no more than the higher of 250,000 CHF or 10% of its assets in bond of one private issuer; The Sub-Fund shall invest no more than the higher of 250,000 CHF or 30% of its assets in one serie of government bonds; At least 80% of the underlying bonds in the portfolio of the Sub-Fund shall have investment grade credit ratings (by internationally recognised rating agencies). Operating Company Not applicable. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable are stated in the Base Prospectus: Counterparty Credit Risk By entering into a total return swap agreement the Sub-Fund is exposed to counterparty credit risk with respect to the Swap Counterparty. This risk however will be a limited risk, as only the difference between the actual returns on the investmenst of the Sub-Fund and the amounts that would have been received under the total return swap and not the principal amount of the investments will be at risk. 80 Supplement CHF Cash Fund Fees and Expenses Management fee All returns in excess of the Reference CHF Rate functioning as the hurdle rate will be paid as management fee. Operating and other expenses No operating or other expenses are applicable. Fund Characteristics Anticipated Commencement Date July 22, 2014 Net Asset Value per Participation at Commencement Date CHF 1 Sub-Fund’s Base Currency CHF Annual Management (incentive) Fee Excess return over the Reference CHF Rate Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager, HiQ Invest B.V. 81 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 USD CASH FUND A SUB-FUND OF FUNDSHARE UMBRELLA FUND 82 Supplement USD Cash Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare USD Cash Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall Prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to provide current income to the amount of the the 'Reference USD Rate' and the 'Reference USD Spread' consistent with preservation of capital and providing liquidity - from investing in a diversified portfolio of investment grade corporate and/or government bonds and money market instruments, whereby price and interest rate risks of the portfolio can be hedged by entering into derivative agreements with the Swap Counterparty. The method to determine, the current Reference USD Rate and the Reference USD Spread are described in the fee schedule as stated on the website www.fundshare.nl. Investment policy and techniques The Sub-Fund’s capital, shall be invested according to the policy set out below: Investment may be made in investment grade corporate and/or government bonds rated AA and above at the time of investment, denominated in US dollars (USD); Investments may be made in demand deposits in USD; The Sub-Fund may enter into a total return swap agreement with the Swap Counterparty exchanging the actual returns on all or part of its investments for a fixed interest rate. Restrictions on investments The Sub-Fund shall invest no more than the higher of 250,000 USD or 10% of its assets in one serie of non-government bonds; The Sub-Fund shall invest no more than the higher of 250,000 USD or 10% of its assets in bond of one private issuer; The Sub-Fund shall invest no more than the higher of 250,000 USD or 30% of its assets in one serie of government bonds; At least 80% of the underlying bonds in the portfolio of the Sub-Fund shall have investment grade credit ratings (by internationally recognised rating agencies). Operating Company Not applicable. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable are stated in the Base Prospectus: Counterparty Credit Risk By entering into a total return swap agreement the Sub-Fund is exposed to counterparty credit risk with respect to the Swap Counterparty. This risk however will be a limited risk, as only the difference between the actual returns on the investmenst of the Sub-Fund and the amounts that would have been received under the total return swap and not the principal amount of the investments would be at risk. Fees and Expenses 83 Supplement USD Cash Fund Management fee All returns in excess of the Reference USD Rate acting as the hurdle rate will be paid as management fee, and all capital losses and costs will be paid by the Swap Counterparty of the total return swap agreement. Participants will therefore have no exposure to price changes in the underlying bonds, and will receive the “Reference USD rate” minus the “Reference USD Spread”. Operating and other expenses No operating or other expenses are applicable. Fund Characteristics Anticipated Commencement Date July 22, 2014 Net Asset Value per Participation at Commencement Date USD 1 Sub-Fund’s Base Currency USD Annual Management (incentive) Fee Excess return over the Reference USD Rate Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager, HiQ Invest B.V. 84 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Mahler India Fund A SUB-FUND OF FUNDSHARE UMBRELLA FUND 85 Supplement Mahler India Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement in relation to FundShare Mahler India Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a portfolio of Indian equities, well diversified over sectors. Investment policy and techniques The Sub-Fund will invest in direct Indian equity of companies that will be selected based on one or more of the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund can invest in Indian equities, listed on exchanges world-wide. The Sub-Fund maintains an exposure between 70% and 100% of its Net Asset Value in equities, the so-called equity portion of the Sub-Fund. The Sub-Fund invests in at least 5 of the ICB super sectors, where the maximum exposure in one sector is not bigger than 40% of the equity portion of the Sub-Fund. The Sub-Fund will invest no more than 15% of its Net Asset Value in a single holding. The Sub-Fund is allowed to hold a small portion of the assets in cash to service in and outflow and up to a maximum of 30% for market timing. The Sub-Fund will predominantly have direct investments in large stocks, i.e. at the time the Sub-Fund buys into its holdings; the market capitalization is at least EUR 1 billion for 85% of the equity portion of the fund. The Sub-Fund will only invest in liquid stocks, i.e. the holding of the Sub-Fund may not exceed 25% of the average daily traded value over the last 50 trading days. For depository receipts the daily traded value in the primary listing will be taken to determine this percentage. The portfolio turnover ratio will be no more than 10 times annually. Operating Company Not applicable. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable are stated in the Base Prospectus: Currency risk A large portion of the assets of the Sub-Fund will be hold in foreign currencies. If the value of these currencies deteriorate compared to the base currency of the Sub-Funds, this will have a major impact on the value of the Sub-Funds’ assets. 86 Supplement Prospectus Mahler India Fund Risk of timing The Manager can decide to use up to 30% of the Net Asset Value for market timing. If, after the exposure is reduced to 70% of the Net Asset Value, the markets turn positive, the investor in the Sub-Fund can “miss” the returns of this market upside. Fees and expense structure Management fee 1.5% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.5% on the NAV of the last business day of the month. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. Performance fee 20% of the Sub-Fund outperformance on the equity investments, relative to the BSE Sensex Index. The Sub-Fund uses a high watermark. Consequently, the fund manager only receives performance fee in case the new relative outperformance exceeds the highest relative outperformance ever that resulted in a performance fee payment. The performance fee will be payable each month on the first business day of the month, based on the NAV of the last business day of the month. Fund Characteristics Commencement Date September 30, 2013 Net Asset Value per Participation at Commencement Date EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.5% Performance fee 20% outperformance over BSE-Sensex Index High Watermark Yes, all-time. Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 87 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 EUR CASH MARGIN FUND A SUB-FUND OF FUNDSHARE UMBRELLA FUND 88 Supplement EUR Cash Margin Fund Important information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base Prospectus and its appendices, this Supplement in relation to FundShare EUR Cash Margin Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall Prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement have the same meaning as assigned to them in the Base Prospectus. Sub-Fund purpose The Sub-Fund is created for providing collateral to the Sub-Custodian for the short positions that DeGiro holds for the risk and account of its clients with the Sub-Custodian. Money of these clients will be invested in the Sub-Fund and the Sub-Fund will hold its investments - indirectly, through the use of DeGiro and Securities Giro - on an account with the Sub-Custodian. The investments of the Sub-Fund will be pledged to the Sub-Custodian. Considering this purpose of the Sub-Fund, the Sub-Fund is not open for investment other than described above. Investment objective The Sub-Fund aims to provide a current income to the amount of the “Reference EUR Rate” minus the “Reference EUR Spread” - consistent with preservation of capital and providing liquidity - from investing in a diversified portfolio of investment grade corporate and/or government bonds and money market instruments, whereby price and interest rate risks of the portfolio can be hedged by entering into derivative agreements with the Swap Counterparty. The method to determine the Reference EUR Rate and the Reference EUR Spread, the current Reference EUR Rate and the current Reference EUR Spread are described in the fee schedule as stated on the website www.fundshare.nl. Investment policy and techniques The Sub-Fund's capital, shall be invested according to the policy set out below: Investments may be made in investment grade corporate and/or government bonds rated AA and above at the time of investment, denominated in euro (EUR); Investments may be made in demand deposits in euro; The Sub-Fund may enter into a total return swap agreement with the Swap Counterparty exchanging the actual returns on all or part of its investments for the payment of a fixed interest rate. Restrictions on investments The Sub-Fund shall invest no more than the higher of 250,000 euro or 10% of its assets in one serie of non-government bonds; The Sub-Fund shall invest no more than the higher of 250,000 euro or 10% of its assets in bonds of one private issuer; The Sub-Fund shall invest no more than the higher of 250,000 euro or 30% of its assets in one serie of government bonds; At least 80% of the underlying bonds in the portfolio of the Sub-Fund shall have investment grade credit ratings (by internationally recognised rating agencies). Operating Company Not applicable. Investment risks The risk(s) stated below are specific and important for the Sub-Fund. A broader range of investment risks that might be applicable are stated in the Base Prospectus: Collateral risk As the investments of the Sub-Fund are used to provide security to the Sub-Custodian for the short positions held with the SubCustodian by DeGiro for the risk and account of its clients, the Sub-Fund is exposed to counterparty credit risk with respect to DeGiro. If DeGiro does not fulfil its obligations under the master clearing agreement, than the Sub-Custodian may exercise the security interest that it has on part or all of the investments of the Sub-Fund, leading to a loss for the Sub-Fund. Counterparty Credit Risk 89 Supplement EUR Cash Margin Fund By entering into a total return swap agreement the Sub-Fund is exposed to counterparty credit risk with respect to the Swap Counterparty. This risk however will be a limited risk, as only the difference between the actual returns on the investmenst of the Sub-Fund and the amounts that would have been received under the total return swap and not the principal amount of the investments will be at risk. Fees and Expenses Management fee All returns in excess of the Reference EUR Rate functioning as the hurdle rate will be paid as management fee. Operating and other expenses No operating or other expenses are applicable. Fund Characteristics Anticipated Commencement Date July 22, 2014 Net Asset Value per Participation at Commencement Date EUR 1 Sub-Fund’s Base Currency EUR Annual Management (incentive) Fee Excess return over the Reference EUR Rrate Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014 The Manager, HiQ Invest B.V. 90 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Ambassador Aandelen Fonds A SUB-FUND OF FUNDSHARE UMBRELLA FUND 91 Supplement Ambassador Aandelen Fonds Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Ambassador Aandelen Fonds (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of equity and other exchange traded risky assets in different countries and sectors. Hereby it is aimed at an average return of 7% on an annual basis. Investment policy and techniques The Sub-Fund will invest mainly in the equity of companies that will be selected based on one or more of the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. Both equity and other exposure can be a result of directly holding stocks or taking positions in exchange traded funds or regulated investment funds. Derivative holdings are possible and for the restrictions classified according to their cash delta in the underlying asset. Restrictions on investments The capital of the Sub-Fund, shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund will invest no more than 50% of its Net Asset Value in ETFs or investment funds, to which for the other restrictions a look-through will be applied. The Sub-Fund maintains an exposure between 60% and 100% of its Net Asset Value in equities, the so-called equity portion of the Sub-Fund. No more than 40% of its NAV can be invested in bonds that reduce the exposure in equities to no less than 60%. No more than 20% of the Net Asset Value can be invested in non-investment grade bonds. For trading purposes, the Sub-Fund is allowed to have a debit cash position of max 20% of the Net Asset Value. The Sub-Fund invests a maximum of 30% of its Net Asset Value into one ICB supersector. The Sub-Fund will invest no more than 5% of its Net Asset Value in a single holding. The regional restrictions regarding the equity portion of the Sub-Fund are as follows[1]: o The Sub-Fund will invest no more than 70% of its NAV in equity that has the primary listing in North-America. o The Sub-Fund will invest at least 10% and no more than 70% of its NAV in equity that has the primary listing in Western Europe. o The Sub-Fund will invest no more than 50% of its in equity in the other developed countries, but no more than 20% in each individual country o The Sub-Fund will invest no more than 40% of its NAV in equity that has its primary listing in the Emerging Markets and frontier markets. o The Sub-Fund will invest no more than 15% of its NAV in equity in frontier markets. The Sub-Fund is allowed to hold a small portion of its assets in cash to service in and outflow. [1] The definition of Western-Europe, North America, other developed countries, emerging markets and frontier markets can change over time and can be found on the web site of the Manager. 92 Supplement Ambassador Aandelen Fonds The Sub-Fund will invest no more than 30% of its NAV in stocks that have a market capitalization between EUR 250 million and EUR 1 billion. The Sub-Fund will never invest in stocks with a market capitalization below EUR 250 million. The Sub-Fund will mostly invest in liquid stocks, i.e. the holding of the Sub-Fund may not exceed 25% of the average daily traded value over the last 50 trading days. No more than 10% of the Net Asset Value can be invested in stocks where the holding may not exceed 200% of the average daily traded value over the last 50 trading days. The portfolio turnover ratio will be no more than 4 times annually. Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk A large portion of the funds asset will be held in foreign currencies. If the values of these currencies deteriorate compared to the funds base currency, this will have a major impact on the value of the funds’ assets. Risk of timing The operating company can decide to reduce its equity portion to 60% of the Net Asset Value. Typically, this will be done in turbulent market environments. If, after the equity exposure is reduced to 60% of the Net Asset Value, the equity markets turn positive, the investor in the Sub-Fund can “miss” these returns. Operating Company Ambassador Investments B.V. is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee 1.0% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.0% on the NAV of the last business day of the month. Performance fee There is a performance fee of 15% of the absolute performance above 7%, with an all-time high water mark. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. 93 Supplement Ambassador Aandelen Fonds Fund Characteristics Commencement Date November 18, 2013 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.0% Minimum Initial Subscription 15% of the absolute performance > 7% (with high watermark) No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Performance Fee Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 94 SUPPLEMENTARY PROSPECTUS TO THE PROSPECTUS DATED JULY 22, 2014 Ambassador Obligatie Fonds A SUB-FUND OF FUNDSHARE UMBRELLA FUND 95 Supplement Ambassador Obligatie Fonds Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Ambassador Obligatie Fonds (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-fund aims to manage a well-diversified creditworthy bond portfolio to provide income and capital preservation. Investment policy and techniques The Sub-fund will invest mainly in corporate and government bonds quoted in Euro. Up to 20% may be invested in high yield bonds and equities. Apart from direct investments in equities, exposure can be attained by investments in ETFs. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund will invest no more than 50% of its Net Asset Value in ETFs or investment funds, to which for the other restrictions a look-through will be applied. The Sub-Fund has an exposure of no more than 20% of its Net Asset Value (NAV) to other asset classes than investment grade bonds, like high yield bonds, emerging market debt and equity. The Sub-Fund holds at least 50% of its NAV in Euro denominated investment grade bonds and/or FundShare EUR Cash Fund. The Sub-Fund holds no more than 25% of NAV in USD denominated investment grade bonds. The Sub-Fund holds no more than 10% of its NAV in investments denominated in any other currency. For the bond part, the Sub-Fund will invest no more than 10% of its NAV in a single holding and no more than 15% of a single issuer, except for Dutch and German state. For the non-bond part, the Sub-Fund will invest no more than 5% of its NAV in a single holding and or issuer. The Sub-Fund is allowed to hold a small amount of cash in order to service in- and outflow. The Sub-Fund will invest for no more than 20% in corporate and government bond issues having a nominal size of the issue less than EUR 250 million. The portfolio turnover ratio will be no more than 4 times annually. 96 Supplement Ambassador Obligatie Fonds Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency Risk The operating company can decide to invest in investment funds that have underlying investments in non-Euro currencies. If the value of these currencies deteriorate compared to the funds base currency, this will have a major impact on the value of the funds’ assets. Interest Risk The main investments will be bonds having a fixed coupon. Dependent on the time to maturity of the bond, an increase in interest rates will decrease the value of a bond. The longer the remaining life time of the bond, the bigger the decrease in the value of the bond. Credit Risk As some point in time the portfolio can consist of corporate bonds only. In general, bonds are not risk free. In case the probability of default of the issuer increases, the value of the bond decreases. In case the issuer goes into default, the entire nominal value can get lost. 22.1.1 Sector Concentration risk As there are no restrictions on the sector for the bonds, the Sub-Fund can have a concentrated credit exposure towards one sector. Operating Company Ambassador Investments B.V. is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee 0.71% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 0.71% on the Net Asset Value of the last business day of the month. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. 97 Supplement Ambassador Obligatie Fonds Fund Characteristics Commencement Date November 18, 2013 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 0.71% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 98 SUPPLEMENTARY PROSPECTUS TO THE PROSPECTUS DATED JULY 22, 2014 Post Opbouw Inkomens Fonds A SUB-FUND OF FUNDSHARE UMBRELLA FUND 99 Supplement Post Opbouw Inkomens Fonds Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Post Opbouw Inkomens Fonds (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The objective of the sub-fund is to offer investors stable wealth growth. The core of the portfolio consists of investment grade bonds, stocks and a small portion of the Sub-Fund can be used for option strategies. Investment policy and techniques The Sub-Fund will invest mainly in investment grade corporate and government bonds and fixed income funds, stock and options. Restrictions on investments The capital of the Sub-Fund, shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund invests in Euro denominated corporate and government bonds, ETFs on these bonds or fixed income investment funds of which the holdings are investment grade at the time of investing. The Sub-Fund will invest no more than 10% of its Net Asset Value in a single bond and no more than 15% of a single issuer, except for Dutch and German state. The Sub-Fund invests no more than 50% of its NAV in individual stock, listed in Western Europe or North America. The Sub-fund will invest no more than 25% of its NAV in stocks listed outside the EURO area. The Sub-fund will invest no more than 10% of its NAV in single stock. The Sub-Fund will invest no more than 30% of the NAV in one ICB supersector. The Sub-Fund is allowed to hold a maximum of 20% of the NAV in cash to service in and outflow or market timing. The Sub-Fund is allowed to hold a maximum of 10% of the NAV in derivatives or leveraged products on the AEX Index® or another general stock index. For FTI futures the nominal value is considered. The Sub-Fund is not allowed to enter in an option construction that results in an obligation of the Sub-Fund at expiration date. Short calls are only allowed on stock in the portfolio (covered), short puts the nominal value is considered as stock. Leveraged products and derivatives may be used for hedging the interest rate risk of the bond portfolio. The duration of the bond portfolio including the hedge is less than 10 years. The Sub-Fund will invest for no more than 20% of its Net Asset Value in corporate and government bond issues which are issued for less than EUR 250 million. The turnover of the bond portfolio will be no more than 4 times annually. Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Risk of timing On top of the bond and stock portfolio, the operating company manages a directional position in derivatives and leveraged products on the AEX Index®. The Net Asset Value will deteriorate in case the market moves against the direction chosen by the Operating Company. In case the Operating Company decides to have no position, the returns of an increasing market will be missed. 100 Supplement Post Opbouw Inkomens Fonds Credit Risk At some point in time the portfolio can consist for a significant part of corporate bonds. In general, bonds are not risk fre e. In case the probability of default of the issuer increases, the value of the bond decreases. In case the issuer goes into default, the entire nominal value can get lost. Operating Company Post Vermogensbeheer is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee/Total Cost The total costs (management fee) are 1.50% annually. This fee includes all operational costs, transaction costs and management costs. This fee excludes the cost of underlying funds; these will be approximately 0.18%. Therefore the Total Cost of Ownership (TCO) will be approximately 1.68%. The management fee will be payable each month on the first business day of the month, calculated as 1/12th of 1.50% on the NAV of the last business day of the month. Operating and other expenses None. Fund Characteristics Commencement Date April 17, 2014 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.50% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 101 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Post Opbouw Continu Click Fonds A SUB-FUND OF FUNDSHARE UMBRELLA FUND 102 Supplement Post Opbouw Continu Click Fonds Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Post Opbouw Continu Click Fonds (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The objective of the sub-fund is to offer investors the opportunity to participate partially in the upside and occasionally downside potential of the AEX Index® while trying to maintain, on a continuous basis, 90% of the Net Asset Value (the Floor) through investing in a well-diversified portfolio of mainly Euro denominated corporate and government bonds, ETFs on these bonds, fixed income investment funds and (partly) guaranteed structured notes in order to preserve capital and / or to generate income. Investment policy and techniques The Sub-Fund will invest mainly in investment grade corporate and government bonds and fixed income funds with a short duration. A part will be invested in derivatives or leveraged products on the AEX Index® or can be in cash. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund invests in Euro denominated corporate and government bonds, ETFs on these bonds or fixed income investment funds of which the holdings are investment grade at the time of investing. The Sub-Fund will invest no more than 10% of its Net Asset Value in a single bond and no more than 15% of a single issuer, except for Dutch and German state. The Sub-Fund will invest no more than 30% of the NAV in one ICB supersector. The Sub-Fund is allowed to hold a maximum of 10% of the NAV in cash to service in and outflow or market timing. The Sub-Fund is allowed to hold a maximum of 10% of the NAV in derivatives or leveraged products on the AEX Index®. For FTI futures the nominal value is considered. The Sub-Fund is not allowed to enter in an option construction that results in an obligation of the Sub-Fund at expiration date that has a lifetime longer than 6 months and such that the entire derivative position exceeds 10% of the NAV in case of a 15% decrease or 10% increase in the index. Leveraged products and derivatives may be used for hedging the interest rate risk of the bond portfolio. The duration of the bond portfolio including the hedge is less than 2 years. The Sub-Fund will invest for no more than 20% of its Net Asset Value in corporate and government bond issues which are issued for less than EUR 250 million. The turnover of the bond portfolio will be no more than 4 times annually. Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Risk of timing On top of the bond portfolio, the operating company manages a directional position in derivatives and leveraged products on the AEX Index®. The Net Asset Value will deteriorate in case the market moves against the direction chosen by the Operating Company. In case the Operating Company decides to have no position, the returns of an increasing/decreasing market will be missed. Credit Risk 103 Supplement Post Opbouw Continu Click Fonds At some point in time the portfolio can consist for a significant part of corporate bonds. In general, bonds are not risk fre e. In case the probability of default of the issuer increases, the value of the bond decreases. In case the issuer goes into default, the entire nominal value can get lost. Operating Company Post Vermogensbeheer is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee/Total Cost The total costs (management fee) are 1.50% annually. This fee includes all operational costs, transaction costs and management costs. This fee excludes the cost of underlying funds; these will be approximately 0.18%. Therefore the Total Cost of Ownership (TCO) will be approximately 1.68%. The management fee will be payable each month on the first business day of the month, calculated as 1/12th of 1.50% on the NAV of the last business day of the month. Operating and other expenses None. Fund Characteristics Commencement Date March 20, 2014 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.50% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 104 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Harmony Inviniti Hoog Dividend Fonds A SUB-FUND OF FUNDSHARE UMBRELLA FUND 105 Supplement Harmony Inviniti Hoog Dividend Fonds Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Harmony Inviniti Hoog Dividend Fonds (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of equity and other exchange traded risky assets in different countries and sectors that are able to pay out a dividend on a regular basis. Investment policy and techniques The Sub-Fund will invest mainly in the equity of companies that will be selected based on one or more of the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. Both equity and other exposure can be a result of directly holding stocks or taking positions in exchange traded funds or regulated investment funds. Derivative holdings are possible and for the restrictions classified according to their cash delta in the underlying asset. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund will invest no more than 80% of its Net Asset Value in ETFs or investment funds, to which for the other restrictions a look-through will be applied. The Sub-Fund maintains an exposure between 80% and 100% of its Net Asset Value in equities, the so-called equity portion of the Sub-Fund. The Sub-Fund can invest up to 20% in bonds, direct or indirect. For trading purposes, the Sub-Fund is allowed to have a debit cash position of max 20% of the Net Asset Value. The Sub-Fund invests a maximum of 30% of its Net Asset Value into one ICB supersector. The Sub-Fund will invest no more than 5% of its Net Asset Value in a single equity holding and no more than 25% in a single Fund or ETF Holding The regional restrictions regarding the equity portion of the Sub-Fund are as follows1: o The Sub-Fund will invest no more than 50% in equity that has the primary listing in North-America. o The Sub-Fund will invest at least 30% in equity that has the primary listing in Western Europe. o Apart from the US and Western-Europe, the Sub-Fund will invest no more than 10% in an individual country. The Sub-Fund will invest no more than 20% in equity that has its primary listing other than the above markets and frontier markets. o The Sub-Fund will invest no more than 10% in equity in frontier markets. The Sub-Fund is allowed to hold a small portion of het assets in cash to service in and outflow. 1 The definition of Western-Europe, North America, other developed countries, emerging markets and frontier markets can change over time and can be found on the web site of the Manager. 106 Supplement Harmony Inviniti Hoog Dividend Fonds The Sub-Fund will invest no more than 30% of its Net Asset Value in stocks that have a market capitalization between EUR 250 million and EUR 1 billion. The Sub-Fund will never invest in stocks with a market capitalization below EUR 250 million. The Sub-Fund will mostly invest in liquid stocks, i.e. the holding of the Sub-Fund may not exceed 25% of the average daily traded value over the last 50 trading days. No more than 10% of the Net Asset Value can be invested in stocks where the holding may not exceed 200% of the average daily traded value over the last 50 trading days. The portfolio turnover ratio will be no more than 4 times annually. Fund Cash Outflow The Sub-Fund will pay 1.5% of its NAV each 3 months. Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk A large portion of the funds asset will be hold in foreign currencies. If the value of these currencies deteriorate compared to the funds base currency, this will have a major impact on the value of the Sub-Funds’ assets. Operating Company Harmony Vermogensbeheer is the Operating Company. The Operating Company receives 85% of the management fee. Fees and expense structure Management fee 1.0% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.0% on the NAV of the last business day of the month. Operating and other expenses All applicable operating and other expenses and applicable are set out in the Base Prospectus. 107 Supplement Harmony Inviniti Hoog Dividend Fonds Fund Characteristics Commencement Date May 12, 2014 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.0% Performance Fee none Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 108 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Dijkstra Beaumont Equity Fund A SUB-FUND OF FUNDSHARE UMBRELLA FUND 109 Supplement Dijkstra Beaumont Equity Fund Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Dijkstra Beaumont Equity Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of equity and other exchange traded risky assets in various countries and sectors. Investment policy and techniques The Sub-Fund will invest mainly in the equity of companies that will be selected based on one or more of the following methods/criteria: debt/assets ratio; price to book ratio; discounted cash flow; free cash flow per share; and dividend. A part (up to 40%) of the Sub-Fund will be invested in equity or investment funds having exposure towards other exchange traded risky assets like commodity funds, exchange traded real estate funds and structured notes. Both equity and other exposure can be a result of directly holding stocks or taking positions in exchange traded funds or regulated investment funds. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund can invest directly in equities in Europe and the US that have a market capitalization of EUR 1 billion or more. This is called the direct equity portion. Up to 40% of the Sub-Fund can be invested in regulated investment funds. The Sub-Fund invests a maximum of 30% into an ICB supersector. The Sub-Fund will invest no more than 5% of its Net Asset Value in a single holding. The regional restrictions regarding the direct equity portion of the Sub-Fund are as follows: o The Sub-Fund will invest at least 10% and no more than 70% in equity that has the primary listing in NorthAmerica. o The Sub-Fund will invest at least 10% and no more than 70% in equity that has the primary listing in Western Europe. The Sub-Fund is allowed to hold a small portion (a maximum of 15%) of the assets in cash to service in and outflow. The Sub-Fund will only invest in liquid stocks, i.e. the holdings of the Sub-Fund will not exceed 25% of the average daily traded value over the last 50 trading days. The portfolio turnover ratio will be no more than 5 times annually. Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency risk A large portion of the funds asset will be hold in foreign currencies. If the value of these currencies deteriorate compared to the funds base currency, this will have a major impact on the value of the Sub-Funds’ assets. 110 Supplement Dijkstra Beaumont Equity Fund Operating Company Dijkstra Beaumont Wealth Management B.V. is the Operating Company. The Operating Company receives 85% the management fee. Fees and expense structure Management fee 1.45% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 1.45% on the NAV of the last business day of the month. Operating and other expenses All applicable operating and other expenses are set out in the Base Prospectus. Fund Characteristics Commencement Date July 1, 2014 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 1.45% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 111 SUPPLEMENT TO THE PROSPECTUS DATED JULY 22, 2014 Dijkstra Beaumont Fixed Income Fund A SUB-FUND OF FUNDSHARE UMBRELLA FUND 112 Important Information This Supplement should be read in conjunction with the Base Prospectus of FundShare Umbrella Fund (hereinafter referred to as the “Fund”). The Base prospectus and its appendices, this Supplement of FundShare Dijkstra Beaumont Fixed Income Fund (hereinafter referred to as the “Sub-Fund”) and any other Supplements together form the Fund’s overall prospectus. Unless expressly stated to the contrary, the terms beginning with capital letters used in this Supplement shall have the same meaning as assigned to them in the Base Prospectus. Investment objective The Sub-Fund aims to manage a well-diversified portfolio of mainly Euro denominated investment grade corporate and government bonds, and partly fixed income investment funds with a focus on emerging markets or high yield bonds in order to preserve capital and / or to generate income. Investment policy and techniques The Sub-Fund will invest directly in mainly Euro denominated corporate and government bonds with an investment grade. Up to 25% may be invested in regulated investment funds that invest in (a mix of) Euro and non-Euro, high yield, emerging market debt and other specialized fixed income funds. Restrictions on investments The capital of the Sub-Fund shall be invested according to the investment objective, taking into account the restrictions as set out below: The Sub-Fund invests directly in mainly Euro denominated corporate and government bonds with an investment grade and fixed income funds that invest in (a mix of) Euro and non-Euro, high yield, emerging market debt and specialized fixed income funds. The Sub-Fund holds no more than 20% of its Net Asset Value in fixed income funds. The Sub-Fund will invest no more than 15% of its Net Asset Value in a single holding and no more than 15% of a single issuer, except for Dutch and German state. The Sub-Fund is allowed to hold a small amount of cash in order to service in- and outflow. The Sub-Fund will only invest in medium to large corporate and government bond issues, i.e. nominal size of the issue is at least EUR 250 million. The portfolio turnover ratio will be no more than 2 times annually. At least 70% of the investments are Euro denominated. Investment risks The risk(s) stated below are specific and important for the Sub-Fund, a broader range of investment risks that might be applicable, are stated in the Base Prospectus: Currency Risk The operating company can decide to invest in investment funds that have underlying investments in non-Euro currencies. If the value of these currencies deteriorate compared to the funds base currency, this will have a major impact on the value of the SubFunds’ assets. Interest Risk The investments will be mainly in bonds having a fixed coupon. Dependent on the time to maturity of the bond, an increase in interest rates will decrease the value of a bond. The longer the remaining life time of the bond, the bigger the decrease in the value of the bond. Credit Risk The investments will be mainly in bonds that are not risk free. In case the probability of default of the issuer increases, the value of the bond decreases. In case the issuer goes into default, the entire nominal value can get lost. Operating Company Dijkstra Beaumont Wealth Management B.V. is the Operating Company. The Operating Company receives 85% of the management fee. 113 Fees and expense structure Management fee 0.95% annually. The management fee will be payable each month on the first business day of the month, calculated as 1/12 th of 0.95% on the Net Asset Value of the last business day of the month. Operating and other expenses All applicable operating and other expenses are set out in the Base Prospectus. Fund Characteristics Commencement Date July 1, 2014 Net Asset Value per Participation at Commencement EUR 10 Sub-Fund’s Base Currency EUR Annual Management Fee 0.95% Minimum Initial Subscription No minimum Min Required for Additional Subscription or Redemption No minimum Valuation Day Every Business Day Trading Day Every next Business Day after the Valuation Day Cut-off Time for Subscription & Redemption 16:00 hours each Business Day Redemption Payment Period from Trading Day 3 Business Days Amsterdam, July 22, 2014. The Manager HiQ Invest B.V. 114