Metzler Russia Fund

METZLER INTERNATIONAL INVESTMENTS PUBLIC LIMITED COMPANY INVESTMENT COMPANY WITH VARIABLE CAPITAL AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN FUNDS PROSPECTUS 29 August 2014 METZLER EASTERN EUROPE METZLER EUROPEAN GROWTH METZLER EUROPEAN SMALLER COMPANIES METZLER FOCUS JAPAN METZLER GLOBAL SELECTION METZLER INTERNATIONAL GROWTH METZLER JAPANESE EQUITY FUND METZLER RUSSIA FUND METZLER EUROPEAN SMALL AND MICRO CAP METZLER EUROPEAN CONCENTRATED GROWTH METZLER WERTSICHERUNGSFONDS 90 METZLER EMERGING MARKETS RISK CONTROL METZLER EURO CORPORATES SHORT TERM METZLER ALPHA STRATEGIES METZLER WERTSICHERUNGSFONDS 98 MDW\1147655.144 METZLER INTERNATIONAL INVESTMENTS PUBLIC LIMITED COMPANY IMPORTANT NOTICE This Prospectus is issued as an offer to investors to subscribe for Shares in METZLER INTERNATIONAL INVESTMENTS PUBLIC LIMITED COMPANY (the “Company”). Unless defined elsewhere in this Prospectus, all capitalised terms used in this Prospectus shall have the meanings assigned to them in the Section entitled “Interpretation” beginning on page 78. The Company is an investment company (also known as a collective investment scheme) established under the Regulations which is constituted as an umbrella fund with segregated liability between Funds and comprising distinct portfolios of investments (each such portfolio being a “Fund”). Shares are offered solely on the basis of the information and representations contained in this Prospectus. No person is authorised to give any information or make any representation other than those contained in this Prospectus and if given or made such information or representation may not be relied upon as having been authorised by the Company, its Directors or the Manager. This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. No person may treat this Prospectus as constituting an invitation to him unless in the relevant territory such an invitation could lawfully be made to him without compliance with any registration or other legal requirements. It is the responsibility of any person outside Ireland wishing to make an application hereunder to satisfy himself as to full observance of the laws of the relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required or other formalities needing to be observed or transfer or other taxes requiring to be paid in such territory. The Directors of the Company have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or of opinion. Statements made in this Prospectus are based on the law and practice currently in force in Ireland and are subject to changes therein. After publication of an annual or half yearly report of the Company, this Prospectus should be accompanied by, and read in conjunction with, the latest annual report and accounts and any subsequent half yearly report of the Company. This Prospectus may be translated into other languages provided that any such translation shall only contain the same information and shall have the same meaning as this Prospectus. However, the English version of this Prospectus, alone, is binding. The Articles of Association of the Company and each published annual and half yearly report and accounts will be available for inspection at the registered office of the Manager. Notwithstanding that each Fund of the Company is and will be treated as bearing its own liabilities, the Company will remain liable as a whole to third parties for all its liabilities. 1147655 1 Authorisation The authorisation of this Company by the Central Bank is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of the Company by the Central Bank shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. Responsibility The Directors of the Company, whose names appear under the heading “Management and Administration” on page 7 herein, are the persons responsible for the information contained in this document. To the best of the knowledge and belief of such Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is as at 29 August 2014 in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Investor Responsibility Investors should note that since Transferable Securities may depreciate as well as appreciate in value, no assurance can be given by the Company, the Directors or the Manager or any of the persons referred to in this Prospectus that the Company will attain its objectives. The price of Shares, in addition to the income there from, may decrease as well as increase. Accordingly, an investment should only be made where the investor is in a position to sustain any loss on his or her investment. In addition, the investor should be aware that on any Dealing Day the Subscription Price will be greater than the Redemption Price by an amount reflecting the subscription charge (if any) payable by an investor at the time of subscription. Accordingly, the difference at any one time between the Subscription Price and Redemption Price of Shares means that an investment should be regarded as medium to long term. A redemption charge of up to 2% may be payable upon the redemption of Shares in certain Funds. Where applicable, information in relation to the redemption charge that may apply is set out in the Leaflet for the relevant Fund. Investors should also note that a performance related management fee may be payable to the Manager which is based on net realised and net unrealised gains and losses calculated in respect of twelve monthly performance periods. As a result such fees may be paid by the relevant Fund(s) on unrealised gains which may subsequently never be realised. Where applicable, information in relation to the performance related management fee that may apply is set out in Section 6F of the Prospectus and in the Leaflet for the relevant Fund. Risk Factors Investors’ attention is drawn to Section 15 of this Prospectus entitled “Risk Factors”. If you are in any doubt regarding the action you should take, please consult your stockbroker, bank manager, solicitor, accountant or other professional adviser. MDW\1147655.144 2 The Prospectus of this Company was first issued on 23 December 1994. MDW\1147655.144 3 CONTENTS Clause Page 1. OVERVIEW .................................................................................................... 6 2. THE SHARE CAPITAL ...................................................................................... 6 3. MANAGEMENT AND ADMINISTRATION ............................................................. 7 4. INVESTMENT OBJECTIVES ............................................................................ 13 5. INVESTMENT RESTRICTIONS OF THE REGULATIONS ........................................ 15 6. CHARGES AND EXPENSES ............................................................................ 21 7. ISSUE AND REDEMPTION OF SHARES ............................................................ 28 8. VALUATIONS OF FUNDS ............................................................................... 34 9. DIVIDENDS ................................................................................................. 38 10. CONFLICTS OF INTEREST ............................................................................. 39 11. TAXATION .................................................................................................. 40 12. MEETINGS AND REPORTS ............................................................................. 47 13. WINDING UP ............................................................................................... 48 14. PUBLICATION OF PRICES.............................................................................. 48 15. RISK FACTORS ............................................................................................ 48 16. APPLICATION PROCEDURE ............................................................................ 53 17. REDEMPTION PROCEDURE ............................................................................ 53 18. CONVERSION PROCEDURE ........................................................................... 54 APPENDIX 1 TERMS AND CONDITIONS OF APPLICATION ......................................... 55 APPENDIX 2 GENERAL INFORMATION ................................................................... 57 Annex I .............................................................................................................. 62 Annex II ............................................................................................................ 64 Annex III ........................................................................................................... 65 Relevant Benchmark Indices for VaR Calculation ..................................................... 65 APPENDIX 3 GERMAN SPECIFIC INFORMATION ...................................................... 68 APPENDIX 4 AUSTRIAN

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