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COMPLAINTS HANDLING POLICY. UPDATED 15TH OCTOBER 2014 I. Introduction MDO Management Company S.A. (“MDO”) is a management company pursuant to Chapter 15 of the Law dated 17 December 2010 relating to undertakings for collective investments and an Alternative Investment Fund Manager (“AIFM”) pursuant to Chapter 2 of the Law dated 12 July 2013 relating to AIFMs. MDO has adopted this complaints handling policy (the “Complaints Handling Policy” or the “Policy”) in accordance with:  CSSF Regulation 13‐02 relating to the out‐of‐court resolution of complaints,  CSSF Regulation 10‐04  CSSF Circular 12/546  The Law of 10 December 2010 relating to undertakings for collective investment II. Scope The purpose of this Policy is to establish a framework for handling client complaints to ensure that complaints are handled fairly and promptly. III. Definition For the purpose of this Policy, a complaint is defined in the CSSF circular 14‐589 as “an investor claim filed with a professional to recognise a right or to redress a harm”. IV. Complaints notification procedure MDO is committed to treat clients fairly. To resolve complaints in an effective and transparent manner, complaints shall be notified in writing to MDO’s Complaints Handling Officer. Complaints can either be submitted by letter or by e‐mail to the following address: MDO Management Company S.A. To the attention of the Complaints Handling Officer 19, rue de Bitbourg L ‐ 1273 Luxembourg Email: complaints@mdo‐manco.com
The complaint typically consists of:  A description of the acts underlying the complaint, the steps already taken by the applicant, including legal actions within or outside Luxembourg  In the case where the person acts on behalf of an applicant or on behalf of a legal person, an original document or certified true copy of such document showing that the person is legally entitled to act so;  a copy of a valid ID document of the applicant (natural person) and, where the applicant is a legal person, of the natural person representing this legal person. The above is the minimum level of information to be provided so as to consider the request as a complaint. Requests for information or explanations are not considered as a complaint. The Complaints Handling Officer will respond in writing within ten (10) business days after the receipt of the complaint, to either acknowledge the receipt of the complaint or provide a response to the applicant. If for any reasons the complaints handling process does not result in a satisfactory response, the applicant can contact the CSSF. The detailed procedure can be found under the following link: http://www.cssf.lu/en/consumer/complaints. 2
Conflict of Interest
In the unlikely event that a conflict of interest cannot be managed by the Management Company or its
Service Providers, the Management Company will take the necessary measures to inform investors.
The Board of Directors and the Conducting Officers of the Management Company will act in the best
interest of the investors of the funds under the Management Company. The Board of Directors and the
Conducting Officers have to avoid conflicts between their personal interests or the interests of any
associated company or person, and their duties.
Neither a Director of the Board nor a Conducting Officer must take improper advantage of the position
as Board Member and/or Conducting Officer to gain, directly or indirectly, a personal advantage or an
advantage for any associated person which might cause detriment to the managed funds.
Each Board Director and/or Conducting Officer should seek to avoid conflicts of interest wherever
possible. Full and prior disclosure of any conflict, or potential conflict, must be made to the Board of
Directors of the Management Company. Where an actual or potential conflict arises, a Board Director
should at least refrain from participating in the debate and/or voting on the matter, and in the unlikely
event of continued material conflict of interest, should resign from the Board.
A Director must not buy or sell equities, which are also held in the portfolio of the managed funds,
while being in possession of confidential information as a Director from the governed fund structures,
which, if disclosed publicly, could materially affect the managed funds shares. In coordination with the
appointed Compliance Officer, the Board should determine when equities or shares of the funds can
be traded by a Director, a Conducting Officer or an employee of the company, subject to legal or
regulatory restrictions.
Where obligations to other people or bodies may preclude a Director and/or a Conducting Officer from
taking an independent position on an issue, the Director and/or the Conducting Officer should disclose
the position to the Board and the Board will judge whether or not he/she should take part in the
Board’s consideration of the issue.
Neither a Director nor a Conducting Officer is allowed to make improper use of information acquired
as a Director and/or Conducting Officer or disclose them, or allows it to be disclosed. Neither a
Director nor a Conducting Officer must make improper use of information acquired by virtue of his
positions. This prohibition applies irrespective whether or not the Director, to Conducting Officer(s) or
any associated person would gain directly or indirectly a personal advantage. Neither a Director nor a
Conducting Officer must disclose, or allow to be disclosed, confidential information received in the
course of the exercise of his/her duties as a Director or Conducting Officer, unless disclosure has
been authorised by the Board of the Management Company or is required to be disclosed by law.
Matters such as processes, advertising and promotional programmes and statistics affecting financial
results are particularly sensitive and must not be disclosed.
Neither a Director nor a Conducting Officer should disclose any information which is not publicly
available and which would have a material effect on the managed funds` share/ unit price and should
not disclose such information to anyone who may be influenced to subscribe for, buy or sell
shares/units, or may advise others to do so. Such information includes, but is not limited to: profit
forecasts, borrowings, impending litigation, and significant changes in operations, new products,
applied investment techniques, new discoveries, and financial problems.
Voting Rights
As a general principle, the Management Company does not aim to exercise any voting rights
(appropriate and efficient strategies allowing the exercise of the voting rights attached to the portfolio’s
securities in the exclusive interest of the Investment Funds). This also reinforced by the fact that
considering the relative limited size of its assets combined with the diversification restrictions and
limited exposure resulting from the articles 43 to 48 of the Luxembourg Law of December 17, 2010,
the Management Company potential influence that may result the exercise of voting rights would be
very limited.
The voting rights of shares held in a company by a fund management by the Management Company
are exercised according to some key principles as described below.
The Management Company instructs the vote directly or by delegation to active specialists at the level
of the Promoter or the Investment Manager.
When exercising voting rights, the Management Company confines itself to holdings where it
represents a certain percentage of the issued share capital of the respective company.
For agenda items on the firm’s meeting which do not have a long-term impact (standard items), the
Management Company votes according to the proposal of the Board of Directors of the companies in
which the Management Company has investments into.
For matters that could have a long-term impact on the interests of investors, known as “other
business”, the Management Company will carry out more in-depth investigations.
Such a long-term impact applies namely in the following instances:
• Mergers and acquisitions,
• Takeovers,
• Reorganisations,
• Disposal of business areas,
• Changes in the structure of capital and voting rights of companies.
For controversial agenda items, the Management Company exercises its voting rights based on the
available holdings (no recall from securities lending program will be allowed unless it is agreed with
the Board of Directors in advance that such a recall is in the best interest of the fund and its investors).
In-depth clarification is carried out by either the Board of Directors of the Management Company or by
the promoter’s management (with the possible assistance of an external legal advisor).
Such investigations rely on information from various sources (reports on the company in the media,
from analysts, shareholder services or the company itself) and form the basis for the voting
recommendation given by the Management Company.
In case voting rights would be used, the Board of Directors of the Management Company would
delegate the voting right by virtue of a Power of Attorney to either a legal external advisor or to a
legal/compliance representative of the promoter which exercises voting rights on their behalf for all
Annual General Meetings and Extraordinary General Meetings (if any), for each fund covered by the
Power of Attorney which has a holding entitled for a voting process. However, the Board of Directors
retain the right to either instruct the proxy holders on how to vote or to vote themselves.
The Board of Directors of the Management Company will maintain records of proxies voted. Such
records include copies of general meeting invitations, number of shares voted, communications
received and internal documents created that were material to the voting decision. On a monthly
basis, a report on how these general meetings were voted will be submitted to the Management
Company’s Board of Directors and to the conducting officers.
The request for exercising voting rights can come also from the Portfolio Manager of the funds
managed by the Management Company, who provides the Board of Directors with the voting
recommendations (if any) to submit to the Board of Directors of the Management Company involved in
the voting. The process is coordinated by the Compliance function.
The votes will be performed with the shares available at the custodian banks of the Managed Funds at
the time of the general meeting. For voting purpose, no recall from securities lending program will be
allowed unless it is agreed with the Board of Directors in advance that such a recall is in the best
interest of the Fund and its investors.
Best Execution policy for order placement
The UCITS IV Directive requires management companies to act in the best interests of a UCITS they
manage when:
a) executing decisions to deal on behalf of the UCITS in the context of the management of their
portfolios.
b) placing orders to deal on behalf of the managed UCITS with other entities for execution, in the
context of the management of their portfolios.
Management companies must take all reasonable steps to obtain the best possible result for the
UCITS, taking into account price, costs, speed, likelihood of execution and settlement, order size and
nature or any other consideration relevant to order execution. This obligation is known as the duty of
“best execution”.
The purpose of this document is to detail MDO Management Company S.A.’s (“the Management
Company”) arrangements in relation to order execution, which will be applied to all managed UCITS
funds.
The Management Company does not execute orders itself, neither does it transmit orders for
execution; all such activity is delegated to appointed Investment Manager, who will determine how
orders will be placed or executed.
The Management Company does not execute orders itself, neither does it transmit orders for
execution; all such activity is delegated to appointed Investment Manager, who will determine how
orders will be placed or executed.
This policy outlines the duties placed on the appointed Investment Manager to ensure the
Management Company’s compliance with the regulatory requirements (which incorporate the UCITS
requirements) with respect to “Best Execution” and “Handling of Orders”.
The best execution factors to be taken into account when executing orders for a fund include:
• price,
• costs,
• speed,
• likelihood of execution and settlement,
• order size and nature,
• any other relevant consideration,
The Investment Manager will take all reasonable steps to obtain the best possible results for the fund
taking into account the above factors.
In determining the relevant importance of each of the above factors, the Investment Manager will take
into account the following best execution criteria:
• the objectives, investment policy and risks specific to the fund, as indicated in the prospectus of the
fund;
• the characteristics of the order;
• the characteristics of the financial instruments that are the subject of that order;
• the characteristics of the execution venues to which the order can be directed.
The Management Company would generally expect price to be the most important execution factor for
the majority of trades that are executed, however there will be trades where price is not the most
important factor when executing a trade. For example:
1. For smaller capitalised equities and less liquid stocks, the likelihood of execution and the
provision of liquidity may be more important than the price.
2. When raising cash to fund redemptions, the speed and likelihood of execution may be more
important.
3. When executing a large order, the ability to transact the whole of the order at a less
favourable price may be more important than only executing a part of the order at the best
available price at that time.
4. In certain markets, the level of price volatility may mean that timeliness of trade execution is
the priority.
5. When executing certain instruments (eg OTC derivatives or structured products) the choice
of execution venue may be limited.
The applicable Investment Manager will either determine the ultimate execution venue/entity for a
fund’s order on the basis of the order execution factors as described above (giving specific instructions
to the broker) or the Investment Manager will satisfy itself that the broker has arrangements in place to
enable the Investment Manager to comply with its obligations, the Management Company’s
obligations and ultimately, their funds.
The Investment Manager maintains a policy identifying, for each class of instrument, the entities with
which orders may be placed. Arrangements are only permissible when they are consistent with the
obligations detailed in this policy.
The Investment Manager will assess which venues are likely to provide the best possible result for the
funds on an order by order basis.
For transactions in the shares or units of Collective Investment Schemes, the sole point of execution
will be the Scheme Operator or their agent and the price will be established as per the Scheme’s
Prospectus. Orders will be placed with the relevant single venue according to the known valuation
point of the Scheme in question at the quoted price.
The Management Company does not trade for its own account. The following procedures and
arrangements are in place to ensure the prompt, fair and expeditious execution of orders.
The Investment Manager shall:

ensure orders executed for a fund are promptly and accurately recorded and allocated;

ensure orders are executed sequentially unless prevailing market conditions make this
impracticable or the interests of the fund require otherwise;

(where they are responsible for overseeing or arranging settlement of an executed order)
ensure financial instruments/ sums of money received in settlement of the executed orders shall be
promptly and correctly delivered to the appropriate account;

ensure that there will not be a misuse of information relating to pending orders, and take all
reasonable steps to prevent the misuse of information.
The Investment Manger shall ensure the fair allocation of aggregated orders, including how the
volume and price of orders determine allocations and the treatment of partial executions. In so doing,
the Investment Manager shall consider the following factors:

it must be unlikely that the aggregation will work to the overall disadvantage of the fund;

where orders are aggregated but are only partially executed, the related trades shall be
allocated in accordance with the order allocation policy.
• where the Investment Manager aggregates an order of a fund with a transaction for its own account
or other client orders it must not allocate trades in a way that is detrimental to the fund or the client

where the Investment Manager aggregates an order of a fund with a transaction for its own
account and it is partially executed, it shall allocate the related trades to the fund in priority over those
for its own account.
Proportionate allocation should not occur unless the management company (MDO Management
Company) has given prior approval.

if the Investment Manager is able to demonstrate to the fund or its other client on reasonable
grounds that it would not have been able to carry out the order on such advantageous terms without
aggregation, or at all, it may allocate the transaction for its own account proportionally, in accordance
with the policy referred to above.
This order execution policy has been approved by each management company’s Board of Directors.
The Investment Manager will monitor, on a regular basis, the effectiveness of their arrangements and
order execution policy, in order to identify and correct any deficiencies including allocation of trading
orders and whether the quality of the execution venues/entities included in the order execution policy
provide for the best possible result for the fund or whether changes are required to the execution
arrangements.
MDO Management Company will also seek to monitor their delegates to ensure that this policy is
adopted by them. Delegates will be required to submit on a monthly basis, specific Key Risk Indicator
reporting (“KRI”) to MDO Management Company together with exceptions based reporting on an
occurrence basis.
MDO Management Company will review the reports of the Investment Manager so as to enable them
to demonstrate that they have executed orders on behalf of the funds in line with this best execution
policy.
This policy will be reviewed on an annual basis and whenever a material change occurs that affects
the management company’s ability to continue to obtain the best possible result for the execution and
placing of orders on a consistent basis.
The best execution policy is made available on the website of MDO Management Company and any
material changes to the order execution arrangements or order execution policy will be made available
to shareholders in the same manner.
Valuation Policy
The Prospectus of the funds managed by MDO Management Company who has delegated the
Portfolio Management to an external Investment Manager has to define that the determination of the
Net Asset Value has been delegated to the administrator.
The administrators are therefore responsible for ensuring that the valuation of each funds’ portfolio is
determined in line with the Net Asset Value section of the applicable prospectus.
In order to ensure this and that, to the extent possible, portfolios are valued at fair value in accordance
with the relevant accounting standards, US GAAP, UK GAAP or IFRS, MDO Management Company
should issue a Valuation Policy Document which sets out the procedures that each party involved in
the valuation process is required to adhere to.
The board of directors of MDO Management Company managed funds can appoint a Valuation
Committee to be responsible for the Valuation Policy Document and to oversee that the procedures
and policies therein are adhered to.
The Valuation Policy sets out how fair value is determined for all instrument types traded by the funds.
The main policies of this framework are as follows:
1. For regularly traded listed securities fair value is generally the latest market value being the
last traded price or the bid/offer where no trades occurred on the particular valuation day.
2.
For unlisted securities or listed securities that are not regularly traded the fair value is the
probable realization value. This is generally established on unlisted securities by reference to,
but not limited to: cost price; current earnings reviews and forecasts; recent capital
transactions or events; the price of any recent market transactions; and/or the size of the
fund’s holding relative to the total issued capital.
The Risk team of MDO Management Company should analyze/ review each fund’s
investments periodically and/or as information is received, and make recommendations to the
administrator where amendments are required. The administrator is independently, where
possible, provided with necessary supporting information to the recommendations.
The administrator reviews the recommendations for reasonableness and adjusts the fund
valuation accordingly. These revaluations are reported to the Valuation Committee where
established for approval. In all cases all parties have regard to the guidelines issued by the
International Private Equity and Venture Capital Association, in determining fair value.
3. For warrants, fair value is established intrinsically by using the price of the underlying security
less the warrant strike price.
4. For OTC instruments, the administrator uses third party specialist vendor pricing where
possible, otherwise quotations are obtained from independent counterparties and/or brokers.
The Valuation Policy Document should not detail the price to be applied in every possible
situation. However, consistent pricing sources are employed by each administrator and
changes have to be approved by the Valuation Committee. Ultimately the final judgment rests
with the directors of the managed SICAVS who should be informed of all policy changes by
the Valuation Committee where applicable.
5.
The Valuation Policy Document should be available from MDO Management Company’s risk
management team upon request.