General information

Structure

Triodos Microfinance Fund was launched in March 2009 as a sub-fund of Triodos SICAV II. The fund has a semi open-end fund structure and is not quoted on any stock market. Triodos Microfinance Fund has euro as well as British pound sterling share classes for retail, private banking and institutional investors.

The Board of Directors has appointed Triodos Investment Management B.V. as the alternative investment fund manager of Triodos SICAV II. Triodos Investment Management B.V. is incorporated under the laws of the Netherlands and is a wholly-owned subsidiary of Triodos Bank N.V. Triodos Investment Management B.V. is supervised by the Dutch regulator, Autoriteit Financiële Markten.

The Annual General Meeting of Shareholders takes place of Triodos SICAV II in the city of Luxembourg, at a place specified in the notice of the meeting, each year on the last Wednesday in April. If such day is not a business day, then the meeting will be held on the next business day. Notice of any General Meeting of Shareholders of Triodos SICAV II will be mailed to each registered Shareholder at least eight days prior to the meeting and will be published to the extent required by Luxembourg law in the Mémorial. Triodos SICAV II publishes an integrated detailed audited report annually. Triodos SICAV II also publishes an integrated detailed semi-annual report. In addition, separate reports for each sub-fund of Triodos SICAV II are published. Copies may be obtained free of charge from the registered office of Triodos SICAV II or can be downloaded from Triodos Bank: www.triodos.com and www.triodos.nl.

Investment policy

Triodos Microfinance Fund primarily invests, directly or indirectly, in microfinance institutions (MFIs), small and medium-sized enterprise (SME) banks and other applicable financial institutions with a track record, which have gone through the first phase of rapid growth and are financially sustainable. The fund is also allowed to invest in greenfield MFIs. In most cases institutions will be supervised by relevant local government authorities.

Triodos Microfinance Fund invests in equity, subordinated debt, convertible debt, senior debt and debt instruments in qualifying investments. The fund investment amount per investment project is assumed to be typically between EUR 1 million and EUR 10 million, but is bound by single client exposure and other investment restrictions as presented in the prospectus. The fund will generally take minority equity positions in its investees. Triodos Microfinance Fund will mainly invest in non-listed securities and investment instruments other than transferable securities. However, the fund may also, on an ancillary basis, invest in stock-listed companies. For the temporary investment of liquidity surpluses, the fund may invest in bonds and money market instruments issued by companies, governments or public international bodies admitted to the Triodos sustainable investment universe. The equity investments of Triodos Microfinance Fund will primarily be in local currency, i.e. any currency other than US dollars and euros. Debt financing will be done in a mixture of local currency and investments in US dollar and euro. Investments in US dollar will be hedged to a large extent against the reference currency of the fund (perfect hedges of the interest and principal flows may not be economical). Investments in local currencies may be hedged where possible and where deemed appropriate. Cash and liquid assets will be mainly invested in euro.

Triodos Microfinance Fund may enter into syndicated finance agreements with other funds managed by Triodos Investment Management or other entities.

Fiscal aspects

According to the law in force and current practice, Triodos Microfinance Fund is not subject to any Luxembourg tax on income and capital gains. Dividends paid by Triodos Microfinance Fund are not subject to any Luxembourg withholding tax. Since January 1, 2010, Triodos Microfinance Fund is no longer subject to any subscription tax as its objective is investment in MFIs. In addition, the issue of shares in the SICAV is not subject to any registration duties or other taxes in Luxembourg. Some dividend and interest income from Triodos Microfinance Fund’s portfolio may be subject to withholding taxes at variable rates in the countries of origin.

Shareholders in Triodos Microfinance Fund in principle do not have to pay any income and capital gains tax, any withholding tax, or any other form of tax in the Grand Duchy of Luxembourg (except with regard to shareholders domiciled, resident or having a permanent establishment in Luxembourg). The above information is based on the law in force and current practice and is subject to change.

Investors should be aware that income, dividends received or profits realised may result in taxation in their country of origin, residence or domicile.

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