Teilfonds Der Metzler Premier Funds P.L.C

Wesentliche Anlegerinformationen Gegenstand dieses Dokuments sind wesentliche Informationen für den Anleger über diesen Fonds. Es handelt sich nicht um Werbematerial. Diese Informationen sind gesetzlich vorgeschrieben, um Ihnen die Wesensart dieses Fonds und die Risiken einer Anlage in ihn zu erläutern. Wir raten Ihnen zur Lektüre dieses Dokuments, so dass Sie eine fundierte Anlageentscheidung treffen können.

Metzler Premier Merkur Fund (der "Fonds"), Teilfonds der Metzler Premier Funds p.l.c. (die "Gesellschaft") (ISIN: IE00B28QM638) Dieser Fonds wird verwaltet von der Metzler Ireland Limited ("MIL"). Die MIL gehört zur Metzler-Gruppe. Ziele und Anlagepolitik Das Anlageziel des Fonds ist eine langfristige Wertsteigerung Die Nettoerträge (Erträge abzüglich Aufwendungen) des Fonds seiner Anlagen. können jährlich ausgeschüttet werden. Die Gebühren für den Der Fonds wird auf diversifizierter Basis in Aktien, Kauf und Verkauf von Wertpapieren trägt der Fonds. Sie aktienbezogene Wertpapiere, Investmentvermögen und entstehen zusätzlich zu den unten angegebenen Kosten und Einlagen investieren. können die Rendite des Fonds wesentlich mindern. Der Fonds kann auch bis zu 100 % seines Nettovermögens in Begriffserklärungen: andere Investmentvermögen investieren. Aktien: Wertpapiere, die Eigentumsanteile an einem Empfehlung: Dieser Fonds ist unter Umständen für Anleger Unternehmen repräsentieren. nicht geeignet, die ihr Geld innerhalb eines Zeitraums von 5-7 Derivate: Finanzinstrumente, deren Beschaffenheit und Wert Jahren aus dem Fonds wieder zurückziehen wollen. von der Wertentwicklung eines oder mehrerer Basiswerte Anleger können grundsätzlich an jedem abhängen; typischerweise Wertpapiere, Indizes, Währungen Handelstag/Wochentag, an dem die Banken in Dublin und oder Zinssätze. Frankfurt am Main für den Geschäftsverkehr geöffnet sind, ihre Eine ausführliche Darstellung der Anlagepolitik findet sich Fondsanteile zurückgeben. im Abschnitt "Anlagepolitik" im fondsspezifischen Teil des OGAW-Prospekts, der von MIL erhältlich ist. Risiko- und Ertragsprofil Typischerweise Typischerweise Der Fonds gibt Anlegern keinen Kapitalschutz bzw. keine geringere Rendite höhere Rendite Garantie auf Kapitalerhalt. Geringeres Risiko Höheres Risiko Zusätzlich zu den vom Indikator erfassten Risiken, können die folgenden Risiken auch direkten Einfluss auf den Fonds 1 2 3 4 5 6 7 haben: Währungsrisiko: Der Fonds kann auch in Vermögenswerte investieren, die nicht in Euro denominiert sind. Das kann dazu Der Fonds ist in die Kategorie 5 eingestuft, da er hauptsächlich führen, dass Ihre Anlage im Wert fällt, wenn der Eurokurs in Aktien investiert und somit generellen Schwankungen der gegenüber diesen Währungen steigt. Aktienmärkte sowie spezifischen Schwankungen regionaler Derivaterisiko: Das Risiko des Verlusts eines Aktienmärkte unterworfen ist. Finanzinstruments, wenn eine geringfügige Veränderung des Dieser Risikoindikator beruht auf historischen Daten; eine Basiswerts einen größeren Einfluss auf den Wert des Vorhersage künftiger Entwicklungen ist damit nicht möglich. betreffenden Finanzinstruments haben kann. Die Einstufung des Fonds kann sich künftig ändern und kann Eine ausführliche Darstellung der Risiken findet sich in nicht dauerhaft garantiert werden. Abschnitt 15 des OGAW-Prospekts, der von MIL erhältlich Die niedrigste Kategorie kann nicht mit einer risikofreien Anlage ist. gleichgesetzt werden.

Stand: 13.3.2017 www.metzlerireland.com Seite 1 von 2 v.29202.14.31132.12 Kosten

Einmalige Kosten vor und nach der Anlage: Der hier angegebene Ausgabeauf-/Rücknahmeabschlag ist ein Höchstbetrag. Im Einzelfall kann er geringer ausfallen. Den Ausgabeauf- und 5,00% tatsächlich geltenden Betrag können Sie beim Vertreiber der Rücknahmeabschläge 2,00% Fondsanteile oder dem für Sie zuständigen vermittelnden, unabhängigen Vertriebspartner erfragen. Dabei handelt es sich um den Höchstbetrag, der von Ihrer Anlage vor der Anlage / vor der Auszahlung Ihrer Rendite abgezogen Der Mindesterstzeichnungsbetrag für den Fonds beträgt 50.000 wird. EUR. Die hier angegebenen laufenden Kosten fielen in dem Geschäftsjahr des Fonds an, das im Dezember 2016 endete. Kosten, die vom Fonds im Laufe des Jahres abgezogen werden: Sie können von Jahr zu Jahr schwanken. Nicht eingeschlossen sind Performancegebühren und Transaktionskosten, Laufende Kosten 1,20% ausgenommen Ausgabeauf-/Rücknahmeabschlag beim Kauf Kosten, die der Fonds unter bestimmten Umständen zu tragen oder Verkauf von Fondsanteilen anderer Investmentvermögen, hat: die vom Fonds getragen werden. Ausführliche Informationen über die Kosten, die Gebühren für den Tausch von Fondsanteilen: Keine Performancegebühren sowie deren Berechnung finden Sie Performancegebühr: Keine in Abschnitt 6 des OGAW-Prospekts, der von Metzler Ireland Limited erhältlich ist. Aus den Gebühren und sonstigen Kosten werden die laufende Verwaltung und Verwahrung des Fondsvermögens sowie die Vermarktung und der Vertrieb der Fondsanteile finanziert. Anfallende Kosten verringern die Ertragschancen des Anlegers. Frühere Wertentwicklung 30% Die Wertentwicklung der Vergangenheit ist keine Garantie für die künftige Entwicklung. 15% Bei der Berechnung wurden sämtliche Kosten -30,0 -17,0 und Gebühren mit Ausnahme des Ausgabeauf- 0% 25,1 19,6 17,2 18,0 3,8 11,5 6,6 /Rücknahmeabschlags abgezogen. Die historische Wertentwicklung wurde in Euro -15% berechnet.

-30% Der Fonds wurde 2007 aufgelegt.

-45% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Praktische Informationen Verwahrstelle des Fonds ist Brown Brothers Harriman Trustee Services (Ireland) Limited. Der Fonds ist ein Teilfonds der Gesellschaft. Ausführlichere Informationen über den Fonds (einschließlich des OGAW-Prospekts, des letzten gültigen OGAW-Jahresberichts und jedes darauf folgenden OGAW-Halbjahresberichts) sind kostenlos in englischer Sprache von MIL erhältlich. Der OGAW-Prospekt, der OGAW-Jahresbericht und der OGAW-Halbjahresbericht beziehen sich auf alle Teilfonds der Gesellschaft. Der Nettoinventarwert pro Anteil des Fonds kann auf unserer Homepage www.metzlerireland.com eingesehen werden. Die irische Steuergesetzgebung kann Einfluss auf Ihre persönliche Steuerposition als Anleger im Fonds haben. Potenzielle Anleger sollten deshalb vor einer Anlage ihren persönlichen Steuerberater zu Rate ziehen. Die MIL kann lediglich auf der Grundlage einer in diesem Dokument enthaltenen Erklärung haftbar gemacht werden, die irreführend, unrichtig oder nicht mit den einschlägigen Teilen des OGAW-Prospekts vereinbar ist. Anleger können ihre Fondsanteile (oder einen Teil derselben) zurückgeben. Dazu senden sie einen schriftlichen und unterschriebenen Rücknahmeantrag per Post/Fax an die Gesellschaft oder ihren bevollmächtigten Vertreter. Anleger können die Anteile eines Teilfonds in die eines anderen Teilfonds der Gesellschaft umtauschen, sofern die Voraussetzungen für eine Investition in den bzw. die anderen Teilfonds erfüllt werden. Ausführlichere Informationen über den Tausch von Fondsanteilen enthält Abschnitt 7 E des OGAW-Prospekts. Die Gesellschaft ist eine offene Investmentgesellschaft mit getrennter Haftung der Teilfonds. Die Einzelheiten der aktuellen Vergütungspolitik, darunter eine Beschreibung, wie die Vergütung und die sonstigen Zuwendungen berechnet werden, und die Identität der für die Zuteilung der Vergütung und sonstigen Zuwendungen zuständigen Personen, auf unserer Homepage www.metzler-ireland.com, und dass auf Anfrage kostenlos eine Papierversion zur Verfügung gestellt wird. Dieser Fonds ist in Irland zugelassen und wird durch die irische Zentralbank reguliert. Die MIL ist in Irland zugelassen und wird durch die irische Zentralbank reguliert. Diese wesentlichen Informationen für den Anleger sind zutreffend und entsprechen dem Stand vom 13.3.2017.

Stand: 13.3.2017 www.metzlerireland.com Seite 2 von 2 v.29202.14.31132.12

Metzler Premier Merkur Fund

(the “Fund”)

METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY

(the “Company”)

LEAFLET 20 May 2015 ______

KTC\4022332.13

This Leaflet relates to Metzler Premier Merkur Fund, a sub-fund of Metzler Premier Funds public limited company, and forms an integral part of the prospectus of the Company dated 20 May 2015 (the “Prospectus”). This Leaflet must be read in the context of, and together with, the Prospectus. Investors should read the risk factors set out in this Leaflet. In addition to the section entitled “Risk Factors”, investors in the Fund should be aware that the Fund may not be suitable for all investors because of the potential gains and losses from an investment in the Fund, the volatility of such investments and the inherent losses. The recommended investment horizon of investors in the Fund is a minimum of 5 - 7 years and investors must be able to bear longer term losses. Investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors.

As a consequence of the risk factors set out in this Leaflet, the Company is unable to provide any guarantee, assurance or warranty to investors as to the performance of the Fund.

The Directors of the Company, whose names appear in the Prospectus, accept responsibility for the information contained in this Leaflet. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Leaflet is in accordance with the facts and does not omit anything likely to affect the import of such information.

Unless otherwise stated, all capitalised terms shall have the same meaning herein as in the Prospectus.

A redemption charge may be payable upon the redemption of Shares in the Fund. Further information in relation to the redemption charge that may apply is set out on page 8.

Dated 20 May 2015

KTC\4022332.13 1

DEFINITIONS

The following definitions apply throughout this Leaflet unless the context requires otherwise:

“Structured Note ” means a freely transferable, over the counter hybrid security that attempts to change its profile by including additional modifying structures. A simple example would be a 5 year bond tied together with an option contract for increasing the returns. The Fund will only invest in Structured Notes that comply with the Central Bank’s conditions and criteria for investment in such securities. The primary exposure of the Fund is to the issuer of the note but its economic exposure is to the movement of the underlying security.

INTRODUCTION

Metzler Premier Merkur Fund is a sub-fund of the Company. The Company is authorised as a UCITS under the Regulations and is constituted as an umbrella fund comprising distinct portfolios of investments, with segregated liability between Funds. A description of the Company is contained in the Prospectus.

In addition to the provisions contained in the Prospectus and the Regulations the following shall, in particular, apply in respect of the Fund.

INVESTMENT OBJECTIVE AND POLICY

Investment Objective

The investment objective of the Fund is to achieve long term capital appreciation.

Investment Policy

The Fund shall seek to attain its investment objective by investing in the following:-

• equities and equity related securities (including, but not limited to, warrants) of companies located in OECD Member States, non-OECD Member States and Emerging Markets;

• debt securities including, but not limited to, government and corporate bonds, Pfandbriefe, treasury notes, debentures, fixed income securities, floating rate notes, convertibles and Structured Notes. Any debt securities in which the Fund invests may have a rating of Investment Grade or below Investment Grade. However the Fund may invest no more than 30% of its Net Asset Value in below Investment Grade securities;

• deposits with credit institutions and/or Money Market Instruments in accordance with the conditions set down by the Central Bank. No more than 49% of the Net Asset Value of the Fund will be invested in deposits and Money Market Instruments. Investors should note the difference between the nature of a deposit and the nature of an investment in the Fund and in particular, the risk that the amounts invested in the Fund are capable of fluctuation ;

KTC\4022332.13 2

• Collective Investment Schemes ( “CIS” ), including for the avoidance of doubt exchange traded funds (ETFs). The Fund may invest up to 100% of its Net Asset Value in such CIS in accordance with the conditions set down by the Central Bank. The maximum level of management fees that may be charged to the CIS in which the Fund invests is 2% of net assets. The Fund may invest in CIS which invest primarily in equities and/or bonds or CIS which invest exclusively in equities or exclusively in bonds. The types of CIS in which the Fund may invest are as follows:-

- UCITS - Non-UCITS schemes established in Guernsey and authorised as Class A Schemes; - Non-UCITS schemes established in Jersey as Recognised Funds; - Non-UCITS schemes established in the Isle of Man as Authorised Schemes; - Non-UCITS retail schemes authorised by the Central Bank provided each scheme complies in all material respects with the provisions of the Notices; and - Non-UCITS schemes authorised in a Member State of the EEA, the US, Jersey, Guernsey or the Isle of Man and which comply, in all material respects, with the provisions of the Notices.

The Fund may also invest in other Funds of the Company. Such investment is known as “cross-investment”. The Fund may not, however, invest in shares of another Fund which itself holds shares in other Funds of the Company.

The Fund may, at the discretion of the Manager, invest exclusively in any of the asset classes referred to above.

For the avoidance of doubt, the Fund may invest up to 40% of its Net Asset Value in securities of issuers located in non-OECD Member States and Emerging Markets.

The Fund may employ financial derivative instruments (FDIs) for the purposes of efficient portfolio management including hedging strategies and as a substitute for acquiring the underlying investment. Such use of FDIs will be in accordance with the conditions and limits from time to time set down by the Central Bank. For further information in relation to the use of FDIs for the purposes of efficient portfolio management, investors should refer to Section 4 of the Prospectus.

It is not the intention of the Fund to be leveraged.

For the avoidance of doubt, all of the securities and FDIs outlined above (with the exception of CIS), in which the Fund may invest, will be listed or traded on Recognised Markets.

KTC\4022332.13 3

Borrowing and Leverage Policy

The Fund will only borrow for temporary purposes in a situation where the Fund’s cash account goes into overdraft or otherwise at the discretion of the Manager (e.g. resulting from margin requirements or time differences in settlement).

It is not anticipated that the Fund will be significantly leveraged through the use of derivative instruments and at any time it is not anticipated that the use of derivative instruments will result in the Fund being leveraged in excess of 250% of its net asset value (based on the sum of the notionals). However, this method of measuring leverage involves simply adding all the notionals and allowing no offsets of long against short positions and no adjustments based on the duration of instruments.

Change in Investment Objective or Policy

Any material change in investment policy or any change in investment objective will be subject to the prior approval of Shareholders evidenced either by a majority vote at a meeting of Shareholders of the Fund or by the written consent of all of the Shareholders. In the event of a change in the investment objective and/or investment policy of the Fund a reasonable notification period shall be provided by the Company to the Shareholders to enable the Shareholders to redeem their Shares prior to the implementation of the change.

KTC\4022332.13 4

THE FUND

Base Currency

The base currency of the Fund is the Euro.

ISIN/WKN

ISIN WKN IE00B28QM638 A0M53J

Subscriptions

The Minimum Initial Subscription Amount in relation to the Shares of the Fund is €50,000. The Shares in each Fund will be available for subscription on any Dealing Day, except where there is a suspension of issues and redemptions.

Applications for Shares should be submitted to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA, for onward transmission to the Manager), by the Dealing Deadline. Applications received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. Initial subscriptions may be processed upon receipt of a faxed instruction with the original application form (and supporting money laundering documentation) to follow promptly. Subsequent faxed subscription requests into the Shareholder’s account may be processed without a requirement to submit original documentation. Subscriptions may also be accepted electronically.

Shares will normally be allotted on the following Dealing Day, subject to the Company’s acceptance of the application form and receipt within three Business Days of cleared funds (or such longer period as the Directors may determine) in the relevant currency. Any application received after the Dealing Deadline may be deemed to have been received on the following Business Day and may, at the discretion of the Manager, be processed on the next following Dealing Day. Save during a period when issues or redemptions of Shares are suspended an application for Shares shall not, without the consent of the Company, be capable of being withdrawn once given.

The Subscription Price is the Net Asset Value per Share, subject to the possible addition of the subscription charge referred to on page 6 of this Leaflet and a rounding (which may be upwards) of the resulting total by not more than one per cent., at which the Shares will be allotted on the Dealing Day.

The Minimum Initial Subscription Amount shall not apply to an investment which has been made by the Manager, the Investment Manager or related group companies or any collective investment scheme managed by the Manager, the Investment Manager or related group companies.

The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day.

If the Directors and the Custodian are satisfied that the terms of an exchange are not such as are likely to result in any material prejudice to existing Shareholders, the

KTC\4022332.13 5

Directors may, in their absolute discretion, allot Shares on terms providing for settlement to be made by the vesting in the Custodian on behalf of the Company of any securities, bonds or other assets of whatsoever nature and wheresoever situate that may be acquired by the Company in conformity with the Regulations and the investment objective and investment policy and any investment restrictions of each Fund as determined from time to time by the Directors. The value of the securities to be vested in the Company shall be determined by the Directors on the same basis as that provided for the Articles of Association for determining the Net Asset Value of the Fund. For the avoidance of doubt, Clause 16(6) of the Articles of Association provides that, in determining the number of Shares to be issued in exchange for the vesting in the Custodian on behalf of the Company of securities, bonds or other assets, the Subscription Price for such Shares shall be determined in accordance with the provisions setting out how the Subscription Price is determined generally. For the avoidance of doubt, the number of Shares issued shall not exceed the number that would have been issued for the cash equivalent.

Where any subscription monies are not an exact multiple of the Subscription Price per Share of the Fund applied for, a fraction of a Share may be issued at the discretion of the Directors.

The right is reserved by the Directors to reject any application in whole or in part. The issue of Shares may be suspended in the circumstances mentioned below in this Leaflet.

Any reference in this Leaflet to the registered address of a Shareholder shall be to his address as shown in the Shareholder Register of the Company, or in the case of joint Shareholders, the address shown therein for the first named of such Shareholders.

Subscription Prices will be published in the manner described on page 9 of this Leaflet and will be available on request from the Manager, whose determination of the Subscription Price shall be conclusive in the absence of manifest error.

Subscription Charges

A subscription charge payable to the Manager to cover distribution costs of up to 5 per cent. of the Net Asset Value of the relevant Shares may be charged on subscription.

Redemptions

In order to redeem all or part of his holding of Shares, a Shareholder must deliver a request for redemption to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA, for onward transmission to the Manager), not later than the Dealing Deadline. Any redemption request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day.

No redemption payment may be made until the original subscription application form has been received and all documentation required by the Manager (including any documents in connection with anti-money laundering procedures) and the appropriate anti-money laundering procedures have been completed. Redemption Requests (as defined below received by fax will only be processed where payment is made to the account of record.

Redemptions may also be accepted electronically.

KTC\4022332.13 6

Shares will be redeemed on the next Dealing Day. The next Dealing Day is normally the Business Day following the receipt of the application for redemption, unless otherwise determined by the Manager.

The Redemption Price is the Net Asset Value per Share, subject to the possible deduction from the resulting amount of a redemption charge referred to on page 8 of this Leaflet and a rounding (which may be downwards) of this amount by not more than one per cent., at which the Shares will be redeemed on the Dealing Day.

The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day.

Unless otherwise agreed by the Directors and the Manager, a request for redemption must be made by delivery to the Company or one of its authorised agents of a request in such form as the Directors may from time to time determine (a “Redemption Request”) specifying the number of Shares of each Fund to be redeemed. Unless a lower number of Shares is specified, a Redemption Request will be taken to apply to all the Shares held by the Shareholder or represented by the appropriate written confirmation of entry in the Shareholder Register.

The Company is not bound to redeem on any Dealing Day more than 10 per cent. of the Shares of any one Fund. If total requests for redemption on any Dealing Day exceed 10% of the total number of Shares in the Company, the Directors may in their discretion refuse to redeem any Shares in excess of 10%. Any request for redemption on such Dealing Day shall be reduced rateably and the redemption requests shall be treated as if they were received on each subsequent Dealing Day until all the Shares to which the original request related have been redeemed.

The Redemption Price of such Shares may be satisfied by the Company paying cash or, provided that the Directors or the Manager are satisfied that the terms of any exchange shall not be such as are likely to result in any material prejudice to any remaining Shareholders by the Company making an in specie distribution, on such terms and conditions as the Directors and the Manager may specify, to such Shareholder of securities equalling the aggregate Redemption Price (or together with such cash payments when aggregated with the value of the securities being distributed as are equal to such Redemption Price). Any such redemption in specie must be with the consent of the redeeming shareholders unless the redemption request represents 5% of more of the Net Asset Value of the Fund in which instance such redemption in specie may be at the sole discretion of the Company. In such circumstances, the Company shall, if requested by the redeeming shareholder be required to sell the relevant assets on behalf of that Shareholder but the cost of such sale shall be borne by that shareholder.

Where redemption of Shares is to be satisfied by an in specie distribution of securities held by the Company, the Custodian shall transfer such securities as the Manager or its authorised agents shall direct to the Shareholder as soon as practicable after the relevant Dealing Day. The asset allocation in respect of any redemption in specie is subject to the approval of the Custodian. All costs and risks of such distribution shall be borne by such Shareholders. For the avoidance of doubt, the number of Shares distributed must not exceed the number that would have been distributed for the cash equivalent.

KTC\4022332.13 7

The redemption proceeds will be paid within 14 days of the day on which a Redemption Request is received. Redemption proceeds will be payable in the currency in which the Shares are designated.

Redemption Prices will be published in accordance with the paragraph below entitled ‘Publication of Prices’ on page 9 of this Leaflet and will be available on request from the Manager, whose determination of the Redemption Price shall be conclusive in the absence of manifest error.

Redemption Charges

A redemption charge payable to the Manager of up to 2 per cent. of the Net Asset Value of the relevant Shares may be charged on any redemption of Shares held for a period of less than twelve months.

Suspension of Issues, Redemptions and Conversions

The Directors may at any time declare a temporary suspension of issues, redemption or purchases and conversions of Shares or of any one or more classes of Shares:-

ó during any period when any Recognised Market on which a substantial part of the investments of the relevant Fund are quoted, listed or dealt in is closed otherwise than for ordinary holidays;

ó during any period when dealings on any such Recognised Market are restricted or suspended;

ó during the existence of any state of affairs as a result of which disposal of the investments or other assets of the relevant Fund cannot, in the opinion of the Directors, be effected normally or without seriously prejudicing the interests of the holders of that class of Shares;

ó during any breakdown in the means of communication normally employed in determining the Net Asset Value of the relevant Fund or when, for any other reason, the value of any assets of the relevant Fund cannot be promptly and accurately ascertained; or

ó during any period during which the Custodian is unable to repatriate funds required for making payments due on redemption of Shares or during which the realisation of investments or other assets or the transfer of funds involved in such realisation cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange.

Forthwith after the commencement of any suspension the Directors shall immediately and in any event within the same Business Day notify in writing the Central Bank and the competent authorities in the Member States in which the Company markets its Shares that such a suspension has been made.

Notice of any such suspension in respect of any class of Shares will be given to any Shareholder tendering his Shares for redemption and will also if possible be published in such publication(s) as the Company has caused Subscription Prices and Redemption

KTC\4022332.13 8

Prices to be published in during the preceding six months, and notice will be similarly given upon the termination of such suspension.

Unless withdrawn, applications for subscription, redemption and conversion will be considered on the first Dealing Day following the termination of a suspension.

Publication of Prices

Subscription and Redemption Prices shall be published on www.metzlerireland.com on each Dealing Day and may be published on Reuters or Bloomberg or in such other publication(s) or such electronic media, as the Manager may from time to time consider appropriate and notify in advance to Shareholders, and will be available on request from the Manager, whose determination of the Subscription and Redemption Prices shall be conclusive in the absence of manifest error.

Details of the other electronic media which may be used can be obtained from the Manager or its agent. Where Subscription and Redemption Prices are published by way of electronic media, such Subscription and Redemption Prices shall be kept up to date.

Conversion of Shares

Shareholders may on any Dealing Day, convert all or part of their holding of Shares of any class (the “Original Class” ) into Shares of another class (the “New Class” ) by giving notice to the Company, either directly or through its authorised agent, not later than the Dealing Deadline. Any conversion request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day.

Conversion takes place in accordance with the following formula:-

NSH = OSH x RP SP where NSH is the number of Shares of the New Class; OSH is the number of Shares of the Original Class specified in the conversion notice; RP is the Redemption Price of a Share of the Original Class;

SP is the Subscription Price of a Share of the New Class.

The right to convert may be suspended in the circumstances mentioned in Section 7F of the Prospectus, and is conditional on the Company having sufficient available unissued share capital to enable the conversion to be implemented in the manner determined by the Directors.

Where a Shareholder converts from one Fund to a different Fund and the Shares in the different Fund are designated as Shares of different Classes, Shares in the different Fund will be issued as Shares of the relevant Class, as applicable (whether or not the Shares in the original Fund were designated as Shares of different Classes). Where the Shares of the original Fund are designated as Shares of different Classes, and the Shareholder converts to a different Fund (the Shares of which are not designated as Shares of different Classes) the Shares will be issued of the single Class in the new Fund.

KTC\4022332.13 9

No charge shall be levied by the Company upon the Shareholder for any conversion of all or part of such Shareholder’s holding of Shares of the Original Class into Shares of another class.

Dividend Policy

The Accounting Date of the Company is 31 December in each year. Once the accounts for the period ending on the relevant Accounting Date have been finalised, the Directors will determine whether and to what extent dividends shall be paid in respect of each Fund and relevant proposals will be made to the annual general meeting of the Company. The Directors also have the power under the Articles of Association to declare interim dividends. For the avoidance of doubt, subject to there being distributable profits available, interim dividends declared and paid by the Fund may be in respect of previous financial years.

The dividend for any particular class of Participating Shares in the Fund shall be payable out of profits of that Fund available for distribution relating to those classes designated as distribution share classes. Profits, for these purposes, may be comprised of net income (income less expenditure) and net realised and unrealised gains (realised and unrealised gains less realised and unrealised losses) attributable to such share classes. However, the Directors may elect to pay dividends out of net income only and shall not take net gains into account when determining any dividend that might be declared. Income for these purposes shall include, without limitation, interest income and dividend income and any other amounts treated as income in accordance with the accounting policies of the Company laid down from time to time.

Where the Directors determine that a dividend is payable, it will be payable in respect of those classes of Participating Shares within the Fund that have been designated as distributing Share Classes.

Dividends, when declared, will be paid within four months after the relevant Accounting Date by bank transfer to the Shareholders. Any dividend unclaimed after six years from the date when it first became payable shall be forfeited automatically and will revert to the relevant Fund without the necessity for any declaration or other action by the Company.

Risk Factors

General

The investments in the Fund are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them and therefore the value of, and income from, the Shares in the Fund may go down as well as up and an investor may not get back the amount he invests. An investor who redeems Shares after a short period may, in addition, not realise the amount originally invested in view of any subscription charge or redemption charge made on the issue or redemption of Shares and accordingly the investment should be viewed as medium to long term.

Cross liability between Funds

The Company is established as an umbrella company with segregated liability between all of the Funds. As a matter of Irish law, the assets of the Fund will not be available to

KTC\4022332.13 10

satisfy the liabilities of another. However, the Company is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation. There is no guarantee that the courts of any jurisdiction outside Ireland will respect the limitations on liability associated with segregated portfolio companies nor is there any guarantee that the creditors of one Fund will not seek to enforce such Fund’s obligations against another Fund.

Currency Risks

The Fund’s assets may, unless otherwise noted, be invested in securities denominated in currencies other than the relevant currency of the Fund and any income received by the Fund from its investments will be received in the currencies of such investments, some of which may fall in value against the relevant currency of the Fund. The Fund will compute its Net Asset Value and make any distributions in the denomination of the Shares; there is therefore a currency exchange risk which may affect the value of the Shares to the extent that the Fund makes investments in currencies other than the relevant currency of the Fund.

Default Risk

Investments in fixed income securities, specifically those which are rated below Investment Grade, are subject to the risk that the issuer could default on its obligations and the Fund could sustain losses on such investments. The Fund will seek to limit such risks by in-depth credit research and careful securities selection but there can be no assurance that the Fund will not acquire securities with respect to which the issuer subsequently defaults.

Below Investment Grade debt securities are speculative and involve a greater risk of default and price changes due to changes in the issuer’s creditworthiness. The market prices of these debt securities fluctuate more than Investment Grade debt securities and may decline significantly in periods of general economic difficulty.

The value of the Fund’s assets may be affected by uncertainties such as changes in government policies, taxation, currency repatriation restrictions and other developments in the law or regulations of the countries in which the Fund may invest.

Derivatives Risk

The Fund may employ various investment techniques, such as futures, options, contracts-for-difference, swaps and repos (together “derivatives”) in order to afford the protection of capital or the enhancement of investment returns. These derivative positions may be executed either on-exchange or over-the-counter. The primary risks associated with the use of such derivatives are (i) failure to predict accurately the direction of the market movements; (ii) market risks, for example, lack of liquidity or lack of correlation between the change in the value of the underlying asset and that of the value of the Fund’s derivatives; and (iii) to the extent that the Fund may invest in over-the-counter derivatives transactions, credit risk with regard to parties with whom it trades and the risk of settlement default. These techniques may not always be possible or effective in enhancing returns or mitigating risk.

KTC\4022332.13 11

The Fund’s investments in over-the-counter derivatives are subject to the risk of counterparty default. In addition, the Fund may have to transact with counterparties on standard terms which it may not be able to negotiate.

The Fund’s investments in derivatives may also subject to legal risk. Legal risk is the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly.

Leverage Risk

The Fund’s use of leverage and derivative instruments can result in certain additional risks. Leveraged investments, by their nature, increase the potential loss to investors resulting from any depreciation in the value of such investments. Consequently, a relatively small price movement in the security underlying a leveraged instrument may result in a substantial loss to the Fund.

Liquidity Risk

It is likely that below Investment Grade securities may offer less liquidity than Investment Grade securities. Accordingly, there may be no readily available market for the timely liquidation of certain investments made by the Fund in such investments.

Yield and Market Risk

Investments in fixed income securities entail certain risks including adverse income fluctuation associated with general economic conditions affecting the fixed income securities market, as well as adverse interest rate changes and volatility of yields. When interest rates decline, the market value of the Fund’s fixed income securities can be expected to rise. Conversely, when interest rates rise, the market value of the Fund’s fixed income securities can be expected to decline.

EMERGING MARKETS’ RISK FACTORS

The Fund wishes to draw attention to the following risk factors, associated with investment Emerging Markets.

A. Political Risk

Investment by the Fund in the Emerging Markets may be adversely affected by requirements for approvals, which may be delayed or denied, restrictions on investment and repatriation of investment proceeds, and changes in government policies, regulation, and taxation.

B. Regulation and Reporting Risks

Government regulation and supervision of stock markets, brokers and listed enterprises in certain of the Emerging Markets may not be as extensive as in the countries of the world’s leading stock markets. Furthermore, accounting, auditing and financial reporting standards, practices and disclosure requirements in such countries are not comparable to those applicable to companies quoted on the world’s leading stock markets.

KTC\4022332.13 12

C. Currency Risks

Investments in the Emerging Markets may be made in a variety of currencies, whereas the Net Asset Value of the Fund at any time will be computed in Euro. Accordingly, the value of these investments may be affected favourably or unfavourably by currency exchange rates and exchange control regulations, although the Fund may seek to minimise exposure to currency fluctuation to the extent practicable.

D. Market Risks

Trading volumes in stock markets in the Emerging Markets can be significantly lower than on the world’s leading stock markets and settlement and custody practices in such markets may not be comparable to those of the world’s leading stock markets, which may result in fluctuations in the price of Shares in the Fund. Also, liquidity may be less than in the world’s leading stock markets, resulting in the possibility of delays in the acquisition and disposal of some investments or settlement of such transactions at unfavourable prices.

E. Liquidity Risks

It is unlikely that stock exchanges in the Emerging Markets will, in the foreseeable future, offer the liquidity available in more developed securities markets. Accordingly, there may be no readily available market for the timely liquidation of investments made by the Fund.

F. Settlement Risks

The Fund will be exposed to a credit risk on parties with whom it trades in the Emerging Markets. There can be no guarantee of the operation or performance of settlement, clearing and registration of transactions in the Emerging Markets. Where organised securities markets and banking and telecommunications systems are underdeveloped, concerns inevitably arise in relation to settlement, clearing and registration of transactions in securities where these are acquired other than as direct investments. Furthermore, due to local postal and banking systems, no guarantee can be given that all entitlements attaching to quoted and over-the counter traded securities acquired by the Fund, including those related to dividends, can be realised.

G. Custodial Risks

As the Fund may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Fund which are traded in such markets and which have been entrusted to sub-custodians, in circumstances where the use of such sub- custodians is necessary, may be exposed to risk in circumstances whereby the Custodian would have no liability. The Custodian has a sub-custodian network in all of the countries listed in paragraph (iv) of the Stock Exchanges section of the definition of “Recognised Market” of the Prospectus. Accordingly, the Fund has agreed that it will not invest in securities issued or corporations located in other emerging countries until the Custodian is satisfied that it has sub-custodian arrangements in place in respect of such countries. Where the Custodian puts new sub-custodian arrangements in place, such countries will be listed in a revised Prospectus.

KTC\4022332.13 13

H. Foreign Investment Risks

While the Fund will only invest in markets which provide for the freedom of nationalisation and expropriation, such freedoms may be curtailed unexpectedly upon a change of government or when such nationalisation or expropriation is deemed to be in the public interest. The Fund will seek, whenever such freedoms are curtailed, to obtain adequate compensation. As a consequence of the risk factors set out above, the Fund is unable to provide any guarantee, assurance or warranty to investors as to the performance of the Fund.

Investment Manager

The Manager has delegated to Metzler Asset Management GmbH (“MAM”) in respect of certain Funds (namely Metzler Premier Jupiter Fund, Metzler Premier Merkur Fund, Metzler premier Saturn Fund, Metzler Premier Uranus Fund and Metzler Premier Venus Fund) its duties as investment manager and its duties in relation to the exercise of voting rights conferred by the assets of the Funds.

MAM was founded in Frankfurt/Main, Germany in 1995 to complement the activities of the longstanding Metzler Group’s investment management company, Metzler Investment GmbH. MAM is a wholly owned subsidiary of B. Metzler seel. Sohn & Co. Holding AG, the parent company of the "Metzler Group". For the Financial Year 2012, the Metzler Group disclosed consolidated capital resources of EUR 135.2m.

MAM focuses on the management of segregated accounts and mutual funds as well as on acquisition and client relationship management. Furthermore, the company advises other German fund investment companies (Kapitalverwaltungsgesellschaften, “KVGs”) and it manages discretionary investment management mandates. MAM’s sister company Metzler Investment GmbH is an investment company according to German law and its business purpose is the administration of “Spezialfonds” (segregated institutional accounts under German investment law) and public mutual funds.

Collectively, the Asset Management division manages substantial assets for institutional clients, segregated funds and mutual funds. At the end of December 2012, total assets totalled EUR 53.0 billion, including assets administrated within German Master-KVG structures and assets managed by Metzler Asset Management GmbH in the product categories “Equities”, “Bonds”, “Balanced” and “Absolute Return & Portfolio Insurance strategies”. Metzler Real Estate business is also included.

Investment Adviser

The Investment Manager has appointed Metzler Private Banking as investment adviser to the Fund (the “ Investment Adviser ”). The Investment Adviser will keep the Company’s investments under regular review and provide the Manager with advice on the investment of the assets of the Fund. Under its agreement with the Investment Manager, the Investment Adviser’s remuneration is paid by the Investment Manager.

Description of the Investment Adviser

KTC\4022332.13 14

an unbroken tradition of family ownership. Since its establishment in 1674, Bankhaus Metzler has evolved into a modern investment bank.

The professional advice provided by all core business areas is based on a combination of specialist knowledge and independence. Metzler’s business structure is carefully aligned to ensure that no other business interests conflict with its customers’ interests. To ensure this, it is company policy not to participate in issuing syndicates, private equity transactions or own-account trading in shares.

Metzler Private Banking comprises portfolio management and investment advisory services for private clients as well as wealth management services such as asset allocation and portfolio controlling for wealthy individuals and foundations. Its investment philosophy is based on active management of assets, centring on a long- term approach driven by fundamentals. Metzler Private Banking focuses on capital preservation over generations. The basic principle is that clients' assets should always be allocated in a manner that gives them the leeway to take action, even in a crisis. This long-term mentality is also reflected in an unusually high level of continuity on the staff side. Metzler Private Banking has offices in Frankfurt, in Munich (since 1993) and Stuttgart (since 2002) and private clients in the Rhineland region are through the Cologne/Düsseldorf office at Burg Etgendorf (since 2005).

Description of the Promoter

The Manager of the Company, Metzler Ireland Limited, is also the Promoter of the Company. For a description of Metzler Ireland Limited, please refer to the Prospectus.

Charges and Expenses

A. Management Fee

Management fees of up to 2.5 per cent. per annum of the Net Asset Value of each Fund are payable to the Manager in respect of Shares. The management fee is calculated by reference to the Net Asset Value of the relevant Fund and accrues daily at the Valuation Point and is payable quarterly in arrears. The Manager is entitled to be reimbursed out of the assets of the Company the expenses incurred by it in the performance of its duties as Manager of the Company.

B. Investment Manager Charges

The Manager will be liable to pay the annual fees and charges of the Investment Manager out of the fees payable to the Manager. The Investment Manager will be liable to pay the fees of the Investment Adviser.

C. Custodian Fees

The custodian shall be entitled to receive custody fees not exceeding 0.6% per annum calculated by reference to the market value of the investments that the Fund may make in the relevant market. This fee is payable monthly in arrears. In addition, the Custodian shall be paid an annual trustee fee per Fund not exceeding 0.03% of the Net Asset Value of the Fund (the current actual fee is 0.02%). The Custodian is entitled to be reimbursed out of the assets of the

KTC\4022332.13 15

Company the expenses (including fees and expenses of sub-custodians and any transaction charges which shall be at normal commercial rates) incurred by it in the performance of its duties as Custodian of the Company.

D. Directors’ Fees

The Directors shall be entitled to a fee by way of remuneration for their services at a rate determined by the Directors from time to time but so that the amount of remuneration payable in any one year shall not exceed €15,000 per each Director. The Directors may also be reimbursed for expenses incurred in connection with the business of the Company and may, if the Directors so determine, receive additional remuneration for special services rendered to or at the request of the Company. Such fees and expenses shall be payable by the Company.

E. Soft Commissions

The Investment Manager may effect transactions by or through the agency of another person (on the exact instructions of the Investment Manager) with whom the Investment Manager or any of its affiliates have arrangements under which that party will from time to time provide to or procure for the Investment Manager or any of its affiliates, goods, services or other benefits (such as research and advisory services, computer hardware associated with specialised software research measures and performance measures etc.), the nature of which must be such that their provision can reasonably be expected to assist in the provision of investment services to the Company and for which no direct payment is made but instead the Investment Manager and any of its affiliates undertake to place business with that party. Such arrangements are known as “soft commission” arrangements.

Where soft commission arrangements are to be entered into by, or on behalf of, the Fund, appropriate arrangements will be made to ensure that:

(i) the broker or counterparty to the arrangement has agreed to provide best execution to the Fund; (ii) the benefits provided under the arrangement will be those which assist in the provision of investment services to the Fund; and (iii) there will be adequate disclosure of such arrangements in the periodic reports relating to the Fund.

F. Miscellaneous

The following fees will be paid by the Company: the fees and expenses payable to any Paying Agent and/or Information Agent appointed to the Company, brokerage commission, the Custodian’s fees and fees payable to the auditors in respect of advice on taxation. The Manager is responsible for expenses incurred by the Company in connection with registration to permit or facilitate the sale of Shares in particular jurisdictions, expenses of meetings of the Company and legal charges in connection with the Company’s corporate existence and financial structure.

The Company is responsible for all other normal operating and administrative expenses such as any settlement and stock exchange charges, audit fees, legal

KTC\4022332.13 16

expenses and stock exchange listing charges, brokers commissions, securities and unit settlement processing fees and transfer taxes.

Where the Fund invests in the shares of other Collective Investment Schemes that are managed directly or by delegation by the same management company or by any other company with which the management company is linked by common management or control or by a substantial direct or indirect holding, that management company or other company may not charge a subscription, conversion or redemption fees on account of the Fund’s investment in the shares of such other collective investment schemes.

In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in respect of that portion of the Fund’s assets invested in other Funds of the Company.

G. Subscription Charge

A subscription charge payable to the Manager to cover distribution costs of up to 5 per cent. of the Net Asset Value of the relevant Shares may be charged on subscription.

H. Redemption Charge

A redemption charge payable to the Manager of up to 2 per cent. of the Net Asset Value of the relevant Shares may be charged on any redemption.

I. Equalisation

All fees accrued by the Funds are subject to a daily equalisation computation. Equalisation is a process which ensures that during the fiscal year of the Fund the earnings per Share are not diluted by any new share creations nor are they always increased by redemptions. This is achieved by allocating a portion of subscription/reinvestment proceeds corresponding to the net earnings per Share already gained by the Fund to a so-called net earnings equalisation account and in the case of redemptions the redemption proceeds comprise both the redeemer’s portion of the total net earnings gained by the Fund and the redeemer’s portion of the capital of the Fund.

J. Distributor’s Fees

Each Distributor shall be entitled to the full preliminary charge payable to the Manager on the subscription for Shares in the Company. However, such charge is only payable to the Distributor in respect of investors who have been introduced into the Company by the Distributor. Each Distributor shall also be entitled to be paid by the Manager a portion of the management fee, such amount to be agreed from time to time between the parties.

K. No Double Fees

If the Fund invests in the units of another CIS, which:

KTC\4022332.13 17

(a) the Manager or the Investment Manager manages itself either directly or indirectly; or

(b) is managed by a company with which the Manager or the Investment Manager is related by virtue of:

(i) common management, (ii) control, or (iii) a direct or indirect interest of more than 10% of the capital or the votes,

no issue or redemption fee and only a reduced management fee of maximum 0.25% per annum will be levied with regard to such a collective investment scheme.

Where the Fund cross-invests or invests in units of a collective investment scheme managed by the same management company or by an associated or related company, the manager of the scheme in which the investment is being made must waive the preliminary/initial/redemption charge which it is entitled to charge for its own account.

TAXATION

Under current Irish law and practice, on the basis that the Company is resident in Ireland for taxation purposes and it qualifies as an investment undertaking as defined in Section 739B of the Taxes Act it is not chargeable to Irish tax on its relevant income or relevant gains.

However, tax can arise on the happening of a "chargeable event" in the Company. A chargeable event includes (i) any distribution payments to Shareholders, or (ii) any encashment, redemption, cancellation, transfer of Shares, or (iii) the appropriation or cancellation of Shares of a Shareholder by the Company for the purposes of meeting the amount of tax payable on certain chargeable events that do not involve the making of a payment to a Shareholder, or (iv) the ending of a Relevant Period. No tax will arise on the Company in respect of chargeable events in respect of a Shareholder who is neither Irish Resident nor Irish Ordinary Resident at the time of the chargeable event provided that either (i) a Relevant Declaration is in place and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) the Company is in possession of a written notice of approval from the Revenue Commissioners to the effect that section 739D(7) and/or section 739D(9), as the case may be, of the Taxes Act is deemed to have been complied with in respect of each Shareholder and that approval has not been withdrawn (whereby "Equivalent Measures " are in place). A chargeable event does not include:

• An exchange by a Shareholder, effected by way of an arms length bargain where no payment is made to the Shareholder, of Shares in the Company for other Shares in the Company;

• An exchange by a Shareholder, effected by way of an arms length bargain where

KTC\4022332.13 18

no payment is made to the Shareholder, of Shares representing one sub fund for another sub fund of the Company;

• Any transactions (which might otherwise be a chargeable event) in relation to Shares held in a Recognised Clearing System;

• A transfer by a Shareholder of the entitlement to a Share where the transfer is between spouses or civil partners and former spouses or civil partners, subject to certain conditions;

• an exchange of Shares arising on an amalgamation or reconstruction of the Company whereby the provisions of section 739H(2) of the Taxes Act apply; or

• the cancellation of Shares arising in relation to a scheme of amalgamation within the meaning of section 739HA(1) of the Taxes Act.

A gain shall not be treated as arising on the happening of a chargeable event (and thus the Company will have no obligation to account for tax in relation to that event) where:

(i) the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of amalgamation within the meaning of Section 739D (8C) of the Taxes Act, subject to certain conditions being fulfilled;

(ii) the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of migration and amalgamation within the meaning of Section 739D (8D) of the Taxes Act, subject to certain conditions being fulfilled;

(iii) the chargeable event occurs solely on account of a scheme of migration within the meaning of Section 739D (8E) of the Taxes Act, subject to certain conditions being fulfilled.

The ending of a Relevant Period will not give rise to an obligation for the Company to account for the appropriate tax if:

(i) immediately before the chargeable event the value of the number of Shares in the Company, in respect of which any gains arising would be treated as arising to the Company, on the happening of a chargeable event is less than 10% of the value of the total number of Shares in the Company at that time; and

(ii) the Company has made an election, in writing, to the Revenue Commissioners that it will make in respect of each year of assessment a statement (including where it is the case, a statement with a nil amount) to the Revenue Commissioners in electronic format approved by them, on or before 31 March in the year following the year of assessment, which specifies in respect of each Shareholder;

a. the name and address of the Shareholder;

b. the value at the end of the year of assessment of the Shares to

KTC\4022332.13 19

which the Shareholder is entitled at that time; and

c. such other information as the Revenue Commissioners may require.

The Company is obliged to notify the Shareholders concerned, in writing, if such an election has been made. Where a Shareholder receives such a notification, that Shareholder is deemed to be a chargeable person for the purposes of sections 951 and 1084 of the Taxes Act and is required to prepare and deliver to the Revenue Commissioners a return of income on or before the specified return date for that chargeable period. The return of income shall include the following details:

(i) the name and address of the Company; and (ii) the gains arising on the chargeable event.

If the Company becomes liable to account for tax if a chargeable event occurs, the Company shall be entitled to deduct from the payment arising on a chargeable event an amount equal to the appropriate tax and/or where applicable, (including circumstances in which no actual payment is made to a Shareholder, for example upon the ending of a Relevant Period), to appropriate or cancel such number of Shares held by the Shareholder or the beneficial owner of the Shares as are required to meet the amount of tax payable by that Shareholder. The relevant Shareholder shall indemnify and keep the Company indemnified against loss arising to the Company by reason of the Company becoming liable to account for tax on the happening of a chargeable event if no such deduction, appropriation or cancellation has been made.

Please see the " Taxation of Shareholders " section below dealing with the tax consequences for the Shareholders of chargeable events in respect of:-

Shareholders who are neither Irish Resident nor Irish Ordinary Resident; and Shareholders who are either Irish Resident or Irish Ordinary Resident.

Dividends received from investment in Irish equities may be subject to Irish dividend withholding tax the current rate of which is set out in Annex II of the Prospectus. However, the Company can make a declaration to the payer that it is a collective investment undertaking beneficially entitled to the dividends to avoid this withholding tax. The Company is not required to deduct dividend withholding tax on dividend payments to Shareholders.

The Company will be regarded as resident in Ireland for tax purposes if its central and effective management and control is exercised in Ireland. The Directors of the Company will make every effort to ensure that the business of the Company will be conducted in such a manner as to ensure that it is Irish Resident for tax purposes. It should be noted that although under Irish tax law the Company has been treated to date as a resident of Ireland for the purposes of the double taxation treaties to which Ireland is a party, there can be no assurance that treaty benefits will be accorded to the Company with respect to taxation applicable in other countries.

If this position changes in the future and the application of a lower rate results in a repayment to the Company the Net Asset Value will not be re-stated and the

KTC\4022332.13 20

benefit will be allocated to the existing Shareholders rateably at the time of the repayment.

No liability in respect of Irish stamp duty will arise in respect of the issue, redemption, sale, conversion, transfer or reissue of Shares in the Company. Where any subscription for or redemption of Shares is satisfied by the in specie transfer of Irish securities or other Irish property, Irish stamp duty may arise on the transfer of such securities or property.

No Irish stamp duty will be payable by the Company on the conveyance or transfer of stock or marketable securities provided that the stock or marketable securities in question have not been issued by a company incorporated in Ireland and provided that the conveyance or transfer does not relate to any immovable property situated in Ireland or any right over or interest in such property or to any stocks or marketable securities of a company (other than a company which is a collective investment undertaking within the meaning of Section 734 of the Taxes Act or a Qualifying Company) which is incorporated in Ireland.

Taxation of the Shareholders

(i) Capital Acquisitions Tax

The disposal of Shares may be subject to Irish capital acquisitions tax. However, on the basis that the Company falls within the definition of investment undertaking (within the meaning of Section 739B of the Taxes Act), the disposal of Shares by a Shareholder is not liable to capital acquisitions tax provided that (a) at the date of the gift or inheritance, the donee or successor is neither domiciled nor ordinarily resident in Ireland; (b) at the date of the disposition, either the Shareholder disposing of the Shares is neither domiciled nor ordinarily resident in Ireland or the disposition is not subject to Irish law; and (c) the Shares are comprised in the gift or inheritance at the date of such gift or inheritance and at the valuation date.

(ii) Shareholders who are neither Irish Resident nor Irish Ordinary Resident

The Company will not have to deduct tax on the occasion of a chargeable event in respect of a Shareholder if the Shareholder is neither Irish Resident nor Irish Ordinary Resident, if either (i) the Shareholder has made a Relevant Declaration and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct, or (ii) Equivalent Measures are in place. In the absence of a Relevant Declaration, or written notice of approval from the Revenue Commissioners, tax will arise on the happening of a chargeable event in the Company regardless of the fact that a Shareholder is neither Irish Resident nor Irish Ordinary Resident. The appropriate tax that will be deducted is as described in the paragraphs below.

To the extent that a Shareholder is acting as an Intermediary on behalf of persons who are neither Irish Resident nor Irish Ordinary Residents no tax will have to be deducted by the Company on the occasion of a chargeable event provided that the Intermediary has made a Relevant Declaration that he/she is acting on behalf of such persons and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct.

Shareholders who are neither Irish Resident nor Irish Ordinary Resident and who have

KTC\4022332.13 21

either (i) made a Relevant Declaration in respect of which the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) Equivalent Measures are in place, will not be liable to Irish tax in respect of income from their Shares and gains made on the disposal of their Shares. However, any corporate Shareholder which is not Irish Resident and which holds Shares directly or indirectly by or for a trading branch or agency in Ireland will be liable to Irish tax on income from their Shares or gains made on disposals of the Shares.

Where tax is withheld by the Company, for example, because no Relevant Declaration has been filed with the Company by the Shareholder or Equivalent Measures are not in place, Irish legislation provides for a refund of tax only to companies subject to Irish corporation tax, to certain incapacitated persons and in certain other limited circumstances.

(iii) Shareholders who are Irish Residents or Ordinarily Resident in Ireland

Unless a Shareholder is an Exempted Irish Investor (as defined above), makes a Relevant Declaration to that effect and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or unless the Shares are purchased by the courts service (where money under court control or subject to court order is applied to acquire Shares in the Company) the Company is liable to account for Irish income tax on gains arising on chargeable events as follows;

(a) where the chargeable event relates to a Share held by a Shareholder that is a company and that company has made a declaration to the Company that it is a company and that declaration contains the Irish corporation tax reference number with respect to the company, at a rate of 25%; and

(b) where (a) above does not apply, Irish tax is payable at the rate of 41%. In the case of chargeable events other than a chargeable event arising on a transfer or the ending of a Relevant Period, any tax arising is deducted from the relevant payments (distribution/ repurchase payments/ cancellation/ redemption payments) to the Shareholders.

In the case of a chargeable event arising as a result of a transfer of Shares or the ending of a Relevant Period or any other chargeable event arising that does not give rise to a payment to be made by the Company to a Shareholder, the Company is entitled to cancel or appropriate sufficient Shares of the Shareholder to meet the tax liability of that Shareholder.

To the extent that any tax is paid on a chargeable event that occurs solely as a consequence of the ending of a Relevant Period, such tax will be allowed as a credit or paid by the Company to the Shareholder on the happening of a subsequent chargeable event in accordance with the provisions of section 739E of the Taxes Act.

There are a number of Irish Residents and Irish Ordinary Residents who are exempted from the provisions of the above regime once Relevant Declarations are in place. These are Exempted Irish Investors. Additionally, where Shares are held by the courts service no tax is deducted by the Company on payments made to the courts service. The courts service will be required to operate the tax on payments to it by the Company when they allocate those payments to the beneficial owners.

KTC\4022332.13 22

Irish Resident corporate Shareholders who receive distributions from which tax has been deducted will be treated as having received an annual payment chargeable to tax under Case IV of Schedule D of the Taxes Act from which tax at a rate of 25 per cent has been deducted. Such Shareholders will not be subject to further Irish tax on any other payments received in respect of their Shareholding from which tax has been deducted. An Irish Resident corporate Shareholder whose Shares are held in connection with a trade will be taxable on any income or gains as part of that trade with a set-off against corporation tax payable for any tax deducted by the Company. Non-corporate Shareholders who are Irish Resident or Irish Ordinary Resident will not be subject to further Irish tax on income from their Shares or gains made on disposal of the Shares where tax has been deducted by the Company on payments received. Depending on the individual’s personal circumstances, PRSI at a rate of 4% may also apply to the payment. Where a currency gain is made by a Shareholder on the disposal of his/her Shares, such Shareholder may be liable to capital gains tax in the year of assessment in which the Shares are disposed of.

Any Shareholder who is Irish Resident or Irish Ordinary Resident and receives a distribution or receives a gain on an encashment, redemption, cancellation or transfer from which tax has not been deducted may be liable to income tax or corporation tax on the amount of such distribution or gain.

Shareholder Reporting

The Company is required to provide certain information in respect of certain Irish Resident Shareholders to the Revenue Commissioners in accordance with Section 891C of the Taxes Act and the Return of Values (Investment Undertakings) Regulations 2013.

The information to be provided to the Revenue Commissioners includes:

(a) the name, registered address, contact details and tax reference number of the Company;

(b) the name, address, tax reference number and date of birth (if applicable) of Shareholders; and

European Union Taxation of Savings Income Directive

On 3 June, 2003, the European Council of Economics and Finance Ministers adopted EU Council Directive 2003/48/EC on the taxation of savings income (the "Directive"). Under the Directive, Member States are required since 1 July, 2005 to provide to the tax authorities of another Member State details of payments of interest (or similar income which may include distributions by a Fund ) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). With effect from 1 January 2010 Belgium replaced its withholding system with an information exchange system. With effect from 1 January 2015 Luxembourg changed from operating

KTC\4022332.13 23

withholding tax to the exchange of information system. The Directive has been enacted into Irish legislation.

Since 1 January 2004, where any person in the course of a business or profession carried on in Ireland makes an interest payment to, or secures an interest payment for the immediate benefit of, the beneficial owner of that interest, where that beneficial owner is an individual, that person must, in accordance with the methods prescribed in the legislation, establish the identity and residence of that beneficial owner. Where such a person makes such a payment to a "residual entity" then that interest payment is a "deemed interest payment" of the "residual entity" for the purpose of this legislation. A "residual entity", in relation to "deemed interest payments", must, in accordance with the methods prescribed in the legislation, establish the identity and residence of the beneficial owners of the interest payments received that are comprised in the "deemed interest payments".

"Residual entity" means a person or undertaking established in Ireland or in another Member State or in an "associated territory" to which an interest payment is made for the benefit of a beneficial owner that is an individual, unless that person or undertaking is within the charge to corporation tax or a tax corresponding to corporation tax, or it has, in the prescribed format for the purposes of this legislation, elected to be treated in the same manner as an undertaking for collective investment in transferable securities within the meaning of the UCITS Directive 85/611/EEC, or it is such an entity or it is an equivalent entity established in an "associated territory", or it is a legal person (not being an individual) other than certain Finnish or Swedish legal persons that are excluded from the exemption from this definition in the Directive.

Procedures relating to the reporting of details of payments of interest (or similar income) made by any person in the course of a business or profession carried on in Ireland, to beneficial owners that are individuals or to residual entities resident in another Member State or an "associated territory" and procedures relating to the reporting of details of deemed interest payments made by residual entities where the beneficial owner is an individual resident in another Member State or an "associated territory", have applied since 1 July 2005. For the purposes of these paragraphs "associated territory" means Aruba, Netherlands Antilles, Jersey, Gibraltar, Guernsey, Isle of Man, Anguilla, British Virgin Islands, Cayman Islands, Montserrat, Turks and Caicos Islands, Andorra, Liechtenstein, Monaco, San Marino and the Swiss Confederation.

Accordingly, the Custodian, administrator, Paying Agent or such other entity considered a "paying agent" for the purposes of the Directive may be required to disclose details of payments of savings interest income to investors in the Company, who are individuals or residual entities, to the Revenue Commissioners who will pass such details to the EU Member State where the investor resides.

In March 2014, the E.U. Council of Ministers adopted a revised version of the Taxation of Savings Income Directive which will, when implemented, amend and broaden the scope of the requirements of the Directive described above. The amended Directive will expand the range of payments covered by the Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Directive) which indirectly

KTC\4022332.13 24

benefit an individual resident in an EU Member State, may fall within the scope of the amended Directive. The amended Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017.

FATCA Implementation in Ireland

The obligations of Irish financial institutions under FATCA are covered by the provisions of the Ireland/US Intergovernmental Agreement (" IGA ") (signed in December 2012) and supporting Irish legislation, the Financial Accounts Reporting (United States of America) Regulations 2014 (the “ Regulations ”). Under the Regulations, any Irish financial institutions as defined under the IGA will be required to report annually to the Revenue Commissioners (commencing in 2015) details on its US account holders including the name, address and taxpayer identification number ("TIN") and certain other details. Such institutions were also required to amend their account on-boarding procedures with effect from 1 July 2014 in order to easily identify US new account holders and report this information to the Revenue Commissioners. The Company, in conjunction with assistance from its service providers where necessary, will endeavour to ensure that it satisfies any obligations imposed on it under the Regulations.

The Company's ability to satisfy its obligations under the Regulations will depend on each Shareholder in the Company, providing the Company with any information, including information concerning the direct or indirect owners of such Shareholders, that the Company determines is necessary to satisfy such obligations. Each Shareholder will agree in its application form to provide such information upon request from the Company. If the Company fails to satisfy its obligations under the Regulations, it may, in certain circumstances, be treated as a Non-participating Financial Institution by the US Tax Authorities and therefore subject to a 30% withholding on its US source income and any proceeds from the sale of property that could give rise to US source income. Shareholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their interest in the Company.

Reports

Copies of each of the annual and half yearly reports of the Company are made available for inspection by the Directors and are supplied to each Shareholder upon request, free of charge.

KTC\4022332.13 25

METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY

INVESTMENT COMPANY WITH VARIABLE CAPITAL

AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN FUNDS

PROSPECTUS 20 May 2015

METZLER PREMIER JUPITER FUND METZLER PREMIER MERKUR FUND METZLER PREMIER SATURN FUND METZLER PREMIER URANUS FUND METZLER PREMIER VENUS FUND

ABM\1530474.43 METZLER PREMIER FUNDS PUBLIC LIMITED COMPANY

IMPORTANT NOTICE

This Prospectus is issued as an offer to investors to subscribe for Shares in METZLER PREMIER FUNDS 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 57.

The Company is an investment company (also known as a collective investment scheme) established under the Regulations which is constituted as an umbrella fund comprising distinct portfolios of investments (each such portfolio being a “ Fund ”) with segregated liability between Funds.

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.

ABM\1530474.43

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 (“ Directors ”), whose names appear under “Management and Administration” 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 20 May 2015 in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly.

Selling Restrictions

The Shares of the Company that have been issued may be offered for sale or sold to the public only in countries where such an offer or such a sale is permissible. Unless the Manager, or a third party authorized by it, has obtained permission to do so from the local regulatory authorities and such permission can be presented by the Manager, this Prospectus does not constitute a solicitation to purchase the Company Shares, nor may the Prospectus be used for the purpose of soliciting the purchase of the Company’s Shares.

The information contained herein and the Shares of the Company are not intended for distribution in the United States of America or to U.S. persons (individuals who are U.S. citizens or whose permanent place of residence is in the United States of America and partnerships or corporations established in accordance with the laws of the United States of America or of any state, territory or possession of the United States). Accordingly, Shares will not be offered or sold in the United States or to or for the account of U.S. persons. Subsequent transfers of Shares in or into the United States or to U.S. persons are prohibited. This Prospectus may not be distributed in the United States of America. The distribution of this Prospectus and the offering of the Shares may also be restricted in other jurisdictions. Investors that are considered “restricted persons” as defined in Rule 2790 of the National Association of Securities Dealers in the United States (NASD Rule 2790) must report their holdings in any Company to the Manager without delay.

This Prospectus may be used for sales purposes only by persons who have express written authorization from the Manager (granted directly or indirectly via authorized sales agents) to do so. Declarations or representations by third parties that are not contained in this Prospectus or in the documentation have not been authorized by the Manager. The documents are available to the public at the registered office of the Manager.

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 therefrom, may decrease as well as increase. Accordingly, an

ABM\1530474.43 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.

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.

The Prospectus of this Company was first issued on 1 November 2007.

ABM\1530474.43

CONTENTS

Clause Page No.

1. OVERVIEW ...... 3

2. THE SHARE CAPITAL ...... 3

3. MANAGEMENT AND ADMINISTRATION ...... 4

4. INVESTMENT OBJECTIVES AND POLICY ...... 9

5. INVESTMENT RESTRICTIONS OF THE REGULATIONS ...... 11

6. CHARGES AND EXPENSES ...... 17

7. ISSUE AND REDEMPTION OF SHARES ...... 20

8. VALUATION OF FUNDS ...... 25

9. DIVIDENDS ...... 29

10. CONFLICTS OF INTEREST ...... 30

11. TAXATION ...... 31

12. MEETINGS AND REPORTS ...... 38

13. WINDING UP ...... 39

14. PUBLICATION OF PRICES ...... 39

15. RISK FACTORS ...... 39

16. APPLICATION PROCEDURE ...... 43

17. REDEMPTION PROCEDURE ...... 43

18. CONVERSION PROCEDURE ...... 43

APPENDIX 1 TERMS AND CONDITIONS OF APPLICATION ...... 44

APPENDIX 2 GENERAL INFORMATION ...... 46

APPENDIX 3 GERMAN SPECIFIC INFORMATION ...... 49

APPENDIX 4 AUSTRIAN SPECIFIC INFORMATION ...... 51

APPENDIX 5 LUXEMBOURG SPECIFIC INFORMATION ...... 52

ANNEX I ...... 53

ABM\1530474.43

ANNEX II ...... 55

ANNEX III ...... 56

INTERPRETATION ...... 57

LIST OF PARTIES AND ADDRESSES ...... 67

ABM\1530474.43

1. OVERVIEW

Details of the investment objectives and policies of each of the Funds can be found in the relevant Leaflet for that Fund. Each Leaflet forms an integral part of, and should be read in conjunction with, this Prospectus.

2. THE SHARE CAPITAL

A. Structure

The Company is an investment company with variable capital organised under the laws of Ireland as a public limited company authorised as a UCITS pursuant to the Regulations. Authorisation by the Central Bank does 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.

The Company was incorporated in Ireland as a public limited company on 24 October 2007 with registered number 448115 under the Acts. The share capital of the Company consists of 2 Subscriber Shares of one euro (€1.00) each and 100,000,000,000 Shares of no par value. As only participating shares in the capital of the Company (“ Shares ”) can represent an interest in Funds, the Subscriber Shares have no entitlement or interest in such Funds (for further details about Subscriber Shares, see Section 2B).

The Company is organised in the form of an umbrella fund with segregated liability between Funds.

The Company may from time to time create such additional Funds as the Directors may deem appropriate with the prior approval of the Central Bank. Details of any Fund or Funds created in the future shall be as set out in the applicable Leaflet in accordance with the requirements of the Central Bank. The applicable Leaflet shall form part of, and should be read in conjunction with, this Prospectus.

The Manager will manage each Fund in a way which prudently reflects the risk implicit in a direct investment of a similar nature. Separate books and records will be maintained for each Fund. The assets, liabilities, income and expenditure allocated to each Fund will be separate from those of the other Funds. However, the Company as a whole will remain liable to third parties for all of the liabilities of the Company that are not attributable to a particular Fund.

In accordance with the requirements of the Central Bank, the Directors may create different Classes of Shares within each Fund. The Directors may differentiate between the different characteristics of Shares within a Fund including, without limitation, as regards the rights, commission charges, currency, entry and exit prices or other characteristics. A separate pool of assets is not maintained for each Class of Share within a Fund. Details of the different Classes of Shares within a Fund and the different characteristics applicable to each Class shall be set out in the relevant Leaflet in accordance with the requirements of the Central Bank. The creation of further different Classes of Shares within a Fund will be notified to, and cleared in advance by, the Central Bank.

B. Subscriber Shares

As the Subscriber Shares are not Shares (and as such do not represent any interest in a Fund) they do not entitle the holders thereof to participate in the dividends of any Fund.

ABM\1530474.43 3

C. Funds of the Company

The Company is composed of a number of separately designated Funds which are: METZLER Premier Jupiter Fund METZLER Premier Merkur Fund METZLER Premier Saturn Fund METZLER Premier Uranus Fund METZLER Premier Venus Fund

The exchanges and markets on which the securities are dealt in which these Funds may invest are set out in the definition of Recognised Market.

The initial offer period and the price at which Shares in a Fund will be offered during such initial offer period will be set out in the relevant Leaflet for each Fund. Thereafter, the subscription price for Shares in a Fund shall be determined in accordance with Section 7 of this Prospectus.

The subscription monies in respect of the issue and allotment of Shares will be allocated, together with the relevant assets, liabilities, income and expenditure, to the Fund to which Shares are attributable. If assets or liabilities do not relate to any particular Fund they will generally be allocated to all Funds pro rata according to the Net Asset Value of each of them on the day of allocation.

The currency designation of each Fund will be the Euro unless otherwise set out in a Leaflet.

3. MANAGEMENT AND ADMINISTRATION

A. Board of Directors

The Directors of the Company are:

Robert Burke was, until 30 May 2005, a partner in McCann FitzGerald, having joined the firm in 1978. Robert Burke is experienced in most areas of company and commercial law in addition to corporate taxation. He qualified as a Chartered Accountant with Price Waterhouse in 1973 and practised as a tax specialist with them until 1978. He is a member of the Foundation for Fiscal Studies (Ireland), the International Fiscal Association, the International Tax Planning Association and the International Bar Association and an Associate Member of the Institute of Taxation in Ireland. Mr Burke is an Irish resident. Mr. Burke also acts as company secretary for the Company.

Edmund Konrad is Managing Director of Metzler Private Banking Frankfurt, the wealth management unit for high net worth individuals. He joined Metzler in January 1992 as Director in the Metzler Real Estate unit. In 1997 he became Managing Director of Metzler Private Banking Frankfurt. Prior to joining Metzler, Mr. Konrad worked as Managing Director of Pacific Bank GmbH. He was responsible for administration, accounts and controlling, liability business and credit business. He joined Pacific Bank GmbH in 1974. Prior to this, Mr. Konrad worked for Deutsche Bank AG from 1969 to 1972, and for Raiffeisenbank eG from 1968 to 1969. He is a graduate of the Commercial College, Frankfurt am Main, where he studied business administration from 1972 to 1974. Mr. Konrad is a German resident.

ABM\1530474.43 4 Frank-Peter Martin born in 1962, joined Metzler in 1999. He is both a member of the Partners’ Committee of B. Metzler seel. Sohn & Co. Holding AG in and chairman of the supervisory board of Metzler Investment GmbH. Furthermore, he is CIO of Metzler Asset Management and was previously a member of the Investment Policy Committee. Prior to joining Metzler, Mr. Martin was Managing Director at Schroders Investment Management GmbH, Frankfurt/Main, and was responsible for the Euro fixed income product at Schroders Investment Management, London. Previous to this, he served for five years as Managing Director with J. P. Morgan Investment GmbH, Frankfurt/Main, where he was in charge of fixed income and currencies. During that time, he also was Co-Head of European Fixed Income at J. P. Morgan Investment Management in London, United Kingdom. From 1990 to 1994, he worked with Commerz International Capital Management GmbH, Frankfurt/Main, where he headed the fixed income and currencies department from 1992 to 1994. Mr. Martin holds a degree in business administration from Johann Wolfgang Goethe-University, Frankfurt/Main.

Keith Milne is Managing Director of Metzler Ireland Limited. He joined the Metzler Group in 1998 as Fund Accounting Manager of Metzler Ireland Limited, later to become Operations Manager. Mr. Milne worked as a Fund Administrator at Midland Bank Trust Corporation (Cayman) Limited (a member of the HSBC Group) and previously as an Audit Senior specialising in the area of Investment Funds with Coopers & Lybrand (Grand Cayman). Mr. Milne qualified and practised as a Chartered Accountant with Coopers & Lybrand in Dublin. Mr. Milne is an Irish resident.

Damien Owens joined the Metzler Group as the Fund Accounting Manager of Metzler Ireland Limited in 1999, he progressed to IT Services and Back Office Support Manager and was later appointed Operations Manager. Before joining the Metzler Group, Mr. Owens was a Fund Administrator with Korea Exchange Bank (Dublin). Mr. Owens holds a Bachelor of Arts (Hons.) in Accounting and Finance awarded by Dublin City University (DCU) and is a Fellow of the Chartered Association of Certified Accountants (FCCA). Mr. Owens is an Irish resident.

Andreas Schmidt is Managing Director of Metzler Investment GmbH, responsible for fund accounting, human resources, reporting, taxes and legal matters, having previously been Quality and Project Manager for the company. He joined Metzler Investment GmbH in 2007 from Delta Lloyd Investment Management GmbH (part of the Aviva Group, formerly Schroders Investment Management GmbH) where he acted as Managing Director for 7 years and Head of Fund Accounting prior to that. Prior to working at Delta Lloyd Mr. Schmidt spent 12 years working with JPMorgan in Frankfurt where he worked in various capacities including the Head of the Fund Accounting Department. Mr. Schmidt is a German resident.

Gerhard Wiesheu, born in 1962, has worked for Metzler since 2001. He became a member of the Partners’ Committee at B. Metzler seel. Sohn & Co. Holding AG in May 2002 and has been in charge of institutional asset management since then. He is also a member of the Credit Committee for Metzler Bank and of the Supervisory Boards of the following group companies: Metzler Asset Management (Japan) Ltd. in Tokyo, Metzler Ireland Limited in Dublin, Metzler Realty Advisors in Seattle and Metzler/Payden, LLC in Los Angeles, which is a 50:50 joint venture with the US investment company Payden & Rygel. Prior to joining Metzler, Gerhard Wiesheu was a managing director of Commerz International Capital Management GmbH (CICM) in Frankfurt/Main, Germany. From 1994 to 1999, he was managing director of CICM (Japan) Ltd. in Tokyo. During this time, he was also a member of the Board of the Japanese Asset Management Association in Tokyo. Before his appointment to CICM, he completed the investment banking

ABM\1530474.43 5 trainee program at Commerzbank AG and was employed in various positions at this bank after 1987. Gerhard Wiesheu holds a degree in business administration from the college of Landshut in Germany and also studied East Asian economics at the University of Duisburg in Germany.

Deirdre Yaghootfam was until February 2014, Assistant Director of Metzler FundServices GmbH where she was Head of the Metzler Group’s Public Mutual Fund Centre of Competence. Prior to this and until December 2012 she was a Management Consultant specialising in the financial services industry. Until April 2006, she was a Director of Metzler Investment GmbH, Frankfurt am Main and prior to this she was Managing Director of Metzler Ireland Limited, Dublin having joined the Metzler Group in 1995 as Client Relations Manager in the Marketing/Client Acquisition department of Metzler Asset Management GmbH, Frankfurt am Main. Before joining the Metzler Group, she worked as a Fund Administrator at Commerz International Capital Management Fund Management Ltd. in Dublin’s International Financial Services Centre. Mrs. Yaghootfam is a first class honours Business Studies graduate of the Michael Smurfit Graduate School of Business, University College Dublin (UCD) and also holds a Bachelor of Arts International degree (hon.) in English and German from UCD and Bergische Universität-Gesamthochschule Wuppertal, Germany. Mrs. Yaghootfam is a German resident.

The number of Directors unless otherwise determined by the Shareholders is not to be less than 2. The prior approval of the Central Bank is required for any election or appointment of a Director.

B. Manager

The Company has appointed Metzler Ireland Limited (the “ Manager ”) pursuant to a management agreement dated 1 November 2007 to be responsible for the overall management and administration of the Company’s affairs including the management of the investments and the valuation of the Company’s assets. However, in accordance with the management agreement, the Manager has delegated certain of its functions to the Investment Manager (see Annex I and the individual Leaflets for further details). The Investment Manager has further delegated certain of its duties to the Investment Adviser (see Annex I and the individual Leaflets for further details).

The Manager was incorporated in Ireland as a private limited company on 8 August 1994 with registered number 220548 under the Companies Acts 1963 to 2009. It has an authorised share capital of €600,000 divided into 1,200,000 shares of €0.50 each. At the date hereof 1,200,000 shares of €0.50 each are in issue which are fully paid up and are owned by B. Metzler seel. Sohn & Co. Holding AG and registered in its name or the names of its nominees. The Manager also acts as manager of Metzler International Investments p.l.c., Metzler Strategic Investments p.l.c. and Metzler Global Funds p.l.c., UCITS umbrella investment companies. The Manager also acts as manager of Metzler Opportunities Trust and Metzler Global Investments Trust, UCITS umbrella unit trusts, Metzler Fund Solutions p.l.c., a qualifying investor alternative investment fund umbrella investment company, and Metzler Universal Trust, a qualifying investor alternative investment fund established as a unit trust.

The Secretary of the Manager is Robert Burke.

ABM\1530474.43 6 The Directors of the Manager are:-

Robert Burke (For details of Mr Burke, please see Section 3A in connection with the Directors of the Company).

Frank Peter Martin (for details of Mr Martin, please see Section 3A in connection with the Directors of the Company).

Keith Milne (for details of Mr Milne, please see Section 3A in connection with the Directors of the Company).

Damien Owens (for details of Mr Owens, please see Section 3A in connection with the Directors of the Company).

Andreas Schmidt (for details of Mr Schmidt, please see Section 3A in connection with the Directors of the Company).

Gerhard Wiesheu (for details of Mr Wiesheu, please see Section 3A in connection with the Directors of the Company).

Deirdre Yaghootfam (For details of Mrs Yaghootfam, please see Section 3A in connection with the Directors of the Company).

Under the management agreement the Manager is entitled to purchase any Shares as principal for its own account provided that it does not purchase or offer to purchase any Shares on any Business Day at a price per Share below the prevailing Subscription Price applicable on that Business Day.

No commissions, discounts, brokerage or other special terms have been granted by the Company in relation to the Shares. However, on any issue of Shares the Manager may, out of its own funds, pay commission on applications received through brokers and other professional intermediaries.

C. Custodian

The Company has appointed Brown Brothers Harriman Trustee Services (Ireland) Limited as its custodian responsible for all of its assets pursuant to the Custodian Agreement. The Custodian is responsible for providing safe custody for all of the Company’s assets which are held under the control of the Custodian in a segregated account in the name of the Company and therefore, not available to the creditors of the Custodian, in the event of its insolvency.

The Custodian was incorporated in Ireland as a limited liability company on 29 March 1995 and is a wholly owned subsidiary of Brown Brothers Harriman & Co. The Custodian has been approved by the Central Bank to act as Custodian for the Company. The Custodian was incorporated to provide custodian and custodial services to collective investment schemes such as the Company. Under the terms of the Custodian Agreement the Custodian has full power to delegate the whole or any part of its custodial functions to sub-custodians. The liability of the Custodian will not be affected by the fact that it has entrusted to a third party some or all of the investments of the Company for safe keeping. The parties agree that the Central Bank considers that in order for the Custodian to discharge its responsibility under the Regulations, the Custodian must exercise care and diligence in choosing and appointing sub-custodians so as to ensure they have and maintain the expertise, competence and standing appropriate to discharge their responsibilities as sub-custodians. The Custodian must maintain an appropriate level of supervision over the sub-custodians and make appropriate

ABM\1530474.43 7 inquiries from time to time to confirm that their obligations continue to be competently discharged. This does not purport to be a legal interpretation of the Regulations.

Either party may terminate the Custodian agreement by giving not less than 90 days notice in writing to the other party.

D. Description of the Investment Manager

The Manager has delegated to Metzler Asset Management GmbH (“ MAM ”) in respect of certain Funds (namely Metzler Premier Jupiter Fund, Metzler Premier Merkur Fund, Metzler Premier Saturn Fund, Metzler Premier Uranus Fund and Metzler Premier Venus Fund) its duties as investment manager and its duties in relation to the exercise of voting rights conferred by the assets of the Funds.

MAM was founded in Frankfurt/Main, Germany in 1995 to complement the activities of the longstanding Metzler Group’s investment management company, Metzler Investment GmbH. MAM is a wholly owned subsidiary of B. Metzler seel. Sohn & Co. Holding AG, the parent company of the "Metzler Group". For the Financial Year 2013, the Metzler Group disclosed consolidated capital resources of EUR 160m.

Collectively, the Asset Management division manages substantial assets for institutional clients, segregated funds and mutual funds. At the end of December 2013, total assets equalled EUR 57.7 billion, including assets administered within German Master-KVG structures and assets managed by Metzler Asset Management GmbH in the product categories “Equities”, “Fixed Income”, “Balanced” and “Absolute Return & Capital Preservation Strategies”. Metzler Real Estate business is also included.

E. Description of the Investment Advisers

Metzler Private Banking

Metzler Private Banking is a division of B. Metzler seel. Sohn & Co. KGaA (Bankhaus Metzler) based in Frankfurt am Main, Germany. Bankhaus Metzler is at the heart of the Metzler group and, founded 333 years ago, it is the oldest private bank in Germany with an unbroken tradition of family ownership. Since its establishment in 1674, Bankhaus Metzler has evolved into a modern investment bank.

ABM\1530474.43 8

Metzler Private Banking comprises portfolio management and investment advisory services for private clients as well as wealth management services such as asset allocation and portfolio controlling for wealthy individuals and foundations. Its investment philosophy is based on active management of assets, centring on a long-term approach driven by fundamentals. Metzler Private Banking focuses on capital preservation over generations. The basic principle is that clients' assets should always be allocated in a manner that gives them the leeway to take action, even in a crisis. This long-term mentality is also reflected in an unusually high level of continuity on the staff side. Metzler Private Banking has offices in Frankfurt, in Munich (since 1993) and Stuttgart (since 2002) and private clients in the Rhineland region are through the Cologne/Düsseldorf office at Burg Etgendorf (since 2005).

Huber, Reuss & Kollegen Vermögensverwaltung GmbH

Huber, Reuss & Kollegen Vermögensverwaltung GmbH was established in Germany as a limited liability company in the year 2000. Huber, Reuss & Kollegen Vermögensverwaltung GmbH received authorisation from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to provide discretionary portfolio management services to individual portfolios of financial instruments for others on 26 May 2000. Huber, Reuss & Kollegen is owned by the founders Mr Friedrich Huber and Mr Michael Reuss. Huber, Reuss & Kollegen Vermögensverwaltung GmbH is a member of the Association of Independent Asset Managers (Verband unabhängiger Vermögensverwalter e.V. - VuV). As at March 2015, Huber, Reuss & Kollegen Vermögensverwaltung GmbH has EUR 1,8 billion assets under management.

E. Description of the Promoter

The Manager of the Company, Metzler Ireland Limited, is also the Promoter of the Company. For a description of Metzler Ireland Limited, please see Section 3B in connection with the Manager of the Company.

4. INVESTMENT OBJECTIVES AND POLICY

The Company aims to provide investors with the opportunity to invest in a variety of Funds investing in equities, equity related securities and debt securities (such as government and corporate bonds, treasury bills, commercial paper, promissory notes (which shall be freely transferable), fixed interest and floating rate and zero coupon notes and certificates of deposit), all of which are listed or traded on Recognised Markets, open-ended collective investment schemes (as described in Section 5 below) and warrants.

The Company may, within the conditions and limits laid down by the Central Bank, for the purpose of efficient portfolio management, enter into a variety of derivative instruments including, but not limited to, swaps, put options, call options, index futures and financial futures. The Company may also purchase or sell spot or forward contracts predominantly for the purpose of providing protection against exchange rate risk.

Each Fund may also utilise derivative instruments for investment purposes and details of such instruments used and the specified strategies for which such instruments are employed in this context will be set out in the applicable Leaflet for the relevant Fund.

ABM\1530474.43 9 "Efficient portfolio management", for these purposes, means an investment decision involving transactions that are entered into for one or more of the following specific aims:-

ó a reduction of risk;

ó a reduction of cost; or

ó the generation of additional capital or income for the Fund with an appropriate level of risk, taking into account the risk profile of the Fund and the general provisions of the UCITS Directive.

Furthermore, the Company may, for any purpose, enter into contracts for difference with one or more counterparties in accordance with the requirements of the Central Bank.

The Company will employ a risk management process which will enable it to monitor, measure and manage the risks attached to derivative positions, and details of this process have been provided to the Central Bank. The Company will not utilise derivative positions which have not been included in the risk management process until such time as a revised risk management process has been submitted and cleared by the Central Bank. The Company will provide on request to Shareholders supplementary information relating to the risk management methods employed by the Company including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments of the relevant Fund.

A sophisticated risk measurement technique called relative ‘value-at-risk’ (VaR) will be used to measure the market risk of the relevant Funds. In accordance with the requirements of the Central Bank, the daily VaR of the relevant Fund may not exceed twice the daily VaR of a comparable derivative-free portfolio or benchmark.

Please see the relevant benchmark indices for VaR calculation purposes disclosed in Annex III. The Manager may from time to time, in its discretion and subject to the Central Bank’s requirements, amend the relevant benchmark index in respect of a Fund and Shareholders will be notified accordingly.

The following relative VaR quantitative standards are applicable in the context of the Company:

(i) the confidence level must be at least 99%;

(ii) the holding period is 10 days;

(iii) the historical observation period must not be less than 1 year;

(iv) stress tests are carried out monthly and the results are monitored by the Manager. Appropriate stress tests are used to measure any potential major depreciation of the Fund’s value as a result of unexpected changes in the risk parameters, to analyse potential situations in which the use of derivative instruments would bring about a loss; and

(v) back-testing of the Funds is carried out daily, to compare the potential market risk amount calculated by the model to the actual

ABM\1530474.43 10 change in the value of the portfolio. The results are monitored by the Manager.

Details regarding anticipated levels of leverage in relation to a particular Fund will be set out in the Leaflet for such a Fund.

The general investment approach to be adopted in respect of the Funds will be to assess conditions within the permitted investment realm to decide market selection, optimum stock selection and timing.

Each Fund may also invest in other Funds of the Company. Such investment is known as “cross-investment”. A Fund may not, however, invest in shares of another Fund which itself holds shares in other Funds of the Company.

Neither the material provisions of the investment policy nor the investment objectives of each Fund as disclosed in the Leaflet for each Fund may be altered without approval on the basis of a majority of the votes cast at a general meeting of Shareholders. In the event of a change of investment objectives or policies a reasonable notification period shall be given to Shareholders to enable them, if they choose to do so, to redeem their Shares in the Funds prior to implementation of these changes.

Details of the investment objectives and investment policy of each Fund shall be set out in the Leaflet issued in connection with each respective Fund.

5. INVESTMENT RESTRICTIONS OF THE REGULATIONS

The following restrictions shall apply to the Funds subject to any additional investment restrictions that may be set out in the relevant Leaflet for a particular Fund.

5.1 Investments of the Company are confined to :

(a) Transferable Securities and Money Market Instruments which are either admitted to official listing on a stock exchange in an EU Member State or non-EU Member State or which are dealt on a market which is regulated, operates regularly, is recognised and open to the public in an EU Member State or non-EU Member State;

(b) recently issued Transferable Securities which will be admitted to official listing on a stock exchange or other market (as described above) within a year;

(d) units of UCITS;

(e) units of non-UCITS as set out in the Central Bank’s Guidance Note 2/03 and as described below:

Collective Investment Schemes other than UCITS means :

ó collective investment undertakings within the meaning of Regulation 4(3) and (4) of the Regulations;

ABM\1530474.43 11 ó which are authorised under laws which provide that they are subject to supervision considered by the Central Bank to be equivalent to that specified in a Community Act and that cooperation between authorities is sufficiently ensured;

ó which have a level of protection for shareholders which is equivalent to that provided by shareholders in a UCITS and in particular that the rules on segregation of assets, borrowing, lending and uncovered sales of Transferable Securities and Money Market Instruments are equivalent to the requirements of the Regulations; and

ó whose business is reported in half-yearly and annual reports to enable an assessment to be made of assets and liabilities income and operations over the reporting period.

The following is the list of Collective Investment Schemes other than UCITS that each Fund may invest in :-

ó Schemes established in Guernsey and authorised as Class A Schemes;

ó Schemes established in Jersey as Recognised Funds;

ó Schemes established in the Isle of Man as Authorised Schemes;

ó Non-UCITS retail schemes authorised by the Central Bank provided each scheme complies in all material respects with the provisions of the Notices;

ó Non-UCITS CIS authorised in a Member State of the EEA the US, Jersey, Guernsey or the Isle of Man and which comply, in all material respects, with the provisions of the UCITS Notices.

The consideration of “all material respects” should include, inter alia, consideration of the following:

ó the existence of an independent trustee/custodian with similar duties and responsibilities in relation to both safekeeping and supervision;

ó requirements for the spreading of investment risk, including concentration limits, ownership restrictions, leverage and borrowing restrictions, etc.;

ó availability of pricing information and reporting requirements;

ó redemption facilities and frequency;

ó restrictions in relation to dealings by related parties; and

ó Any other schemes which are acceptable to the Central Bank and which will be disclosed in the Leaflet for the relevant Fund.

(f) deposits with credit institutions as prescribed in the Notices; and

(g) financial derivative instruments as prescribed in the Notices.

5.2 Investment Restrictions

ABM\1530474.43 12 (a) A Fund may invest no more than 10% of its Net Asset Value in Transferable Securities and Money Market Instruments other than those referred to in paragraph 5.1.

(b) A Fund may invest no more than 10% of its Net Asset Value in recently issued Transferable Securities which will be admitted to official listing on a stock exchange or other market (as described in paragraph 5.1(a)) within a year. This restriction will not apply in relation to investment by a Fund in certain US securities known as Rule 144A securities provided that:

(i) the securities are issued with an undertaking to register with the US Securities and Exchanges Commission within one year of issue; and

(ii) the securities are not illiquid securities i.e. they may be realised by a Fund within seven days at the price, or approximately at the price, at which they are valued by such Fund.

(c) A Fund may invest no more than 10% of its Net Asset Value in Transferable Securities or Money Market Instruments issued by the same body provided that the total value of Transferable Securities and Money Market Instruments held in the issuing bodies in each of which it invests more than 5% is less than 40%.

(d) The limit of 10% (in (c)) is raised to 25% in the case of bonds that are issued by a credit institution which has its registered office in an EU Member State and is subject by law to special public supervision designed to protect bond-holders. If a Fund invests more than 5% of its Net Asset Value in these bonds issued by one issuer, the total value of these investments may not exceed 80% of the Net Asset Value of the Fund. This must be approved in advance by the Central Bank.

(e) The limit of 10% (in (c)) is raised to 35% if the Transferable Securities or Money Market Instruments are issued or guaranteed by an EU Member State or its local authorities or by a non-EU Member State or public international body of which one or more EU Member States are members.

(f) The Transferable Securities and Money Market Instruments referred to in (d) and (e) shall not be taken into account for the purpose of applying the limit of 40% referred to in (c).

(g) A Fund may not invest more than 20% of its Net Asset Value in deposits made with the same credit institution.

Deposits with any one credit institution, other than: (i) a credit institution authorised in the EEA, (ii) a credit institution authorised within a signatory state (other than an EEA Member State) to the Basle Capital Convergence Agreement of July 1988 (Switzerland, Canada, Japan, United States) or (iii) a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand held as ancillary liquidity must not exceed 10% of Net Asset Value.

This limit may be raised to 20% in the case of deposits made with the Custodian.

(h) The risk exposure of a Fund to a counterparty to an OTC derivative may not exceed 5% of its Net Asset Value.

ABM\1530474.43 13

This limit is raised to 10% in the case of (i) a credit institution authorised in the EEA; (ii) a credit institution authorised within a signatory state (other than an EEA Member State) to the Basle Capital Convergence Agreement of July 1988; or (iii) a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand.

(i) Notwithstanding paragraphs (c), (g) and (h) above, a combination of two or more of the following issued by, or made or undertaken with, the same body may not exceed 20% of its Net Asset Value:

(i) investments in Transferable Securities or Money Market Instruments;

(ii) deposits, and/or

(iii) risk exposures arising from OTC derivatives transactions.

(j) The limits referred to in (c), (d), (e), (g), (h) and (i) above may not be combined, so that exposure to a single body shall not exceed 35% of the relevant Fund’s Net Asset Value.

(k) Group companies are regarded as a single issuer for the purposes of (c), (d), (e), (g), (h) and (i). However, a limit of 20% of Net Asset Value may be applied to investment in Transferable Securities and Money Market Instruments within the same group.

(l) A Fund may invest up to 100% of its Net Asset Value in different Transferable Securities and Money Market Instruments issued or guaranteed by any EU Member State, its local authorities, non-EU Member States or public international body of which one or more EU Member States are members.

The individual issuers will be drawn from the following list:

OECD Governments (provided the relevant issues are investment grade), European Investment Bank, European Bank for Reconstruction and Development, International Finance Corporation, International Monetary Fund, Euratom, The Asian Development Bank, European Central Bank, Council of Europe, Eurofima, African Development Bank, International Bank for Reconstruction and Development (The World Bank), The Inter American Development Bank, European Union, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Government National Mortgage Association (Ginnie Mae), Student Loan Marketing Association (Sallie Mae), Federal Home Loan Bank, Federal Farm Credit Bank, Tennessee Valley Authority.

A Fund must hold securities from at least 6 different issues, with securities from any one issue not exceeding 30% of its Net Asset Value.

5.3 Investment in CIS

(a) A Fund may not invest more than 20% of its Net Asset Value in any one CIS.

(b) Investment in non-UCITS may not, in aggregate, exceed 30% of the Net Asset Value of the Fund.

ABM\1530474.43 14 (c) The underlying CIS in which a Fund invests are prohibited from investing more than 10% of their Net Asset Value in other CIS.

(d) When a Fund invests in the shares of other CIS that are managed, directly or by delegation, by the Manager or by any other company with which the Manager is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge subscription, conversion or redemption fees on account of the Funds investment in the shares of such other CIS.

(e) Where a commission (including a rebated commission) is received by the Manager, the Investment Manager or the Investment Adviser by virtue of an investment in the shares of another CIS, this commission must be paid into the property of the Fund.

5.4 Index Tracking Funds

(a) A Fund may invest up to 20% of its Net Asset Value in shares and/or debt securities issued by the same body where the investment policy of the Fund is to replicate an index which satisfies the criteria set out in the Notices and is recognised by the Central Bank.

(b) The limit in (a) may be raised to 35%, and applied to a single issuer, where this is justified by exceptional market conditions.

5.5 General Provisions

(a) An investment company, or management company acting in connection with all of the CIS it manages, may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body.

(b) A Fund may acquire no more than:

(i) 10% of the non-voting shares of any single issuing body;

(ii) 10% of the debt securities of any single issuing body;

(iii) 25% of the shares of any single CIS;

(iv) 10% of the Money Market Instruments of any single issuing body.

NOTE: The limits laid down in (ii), (iii) and (iv) above may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the Money Market Instruments, or the net amount of the securities in issue cannot be calculated.

(i) Transferable Securities and Money Market Instruments issued or guaranteed by an EU Member State or its local authorities;

(ii) Transferable Securities and Money Market Instruments issued or guaranteed by a non- EU Member State;

ABM\1530474.43 15 (iii) Transferable Securities and Money Market Instruments issued by public international bodies of which one or more EU Member States are members;

(iv) shares held by a Fund in the capital of a company incorporated in a non- EU Member State which invests its assets mainly in the securities of issuing bodies having their registered offices in that state, where under the legislation of that state such a holding represents the only way in which the Fund can invest in the securities of issuing bodies of that state. This waiver is applicable only if in its investment policies the company from the non-EU Member State complies with the limits laid down in 5.2(c) to 5.2(k), 5.3(a), 5.3(b), 5.5(a), 5.5(b), 5.5(d), 5.5(e) and 5.5(f), and provided that where these limits are exceeded, paragraphs 5.5(e) and 5.5(f) below are observed.

(v) shares held by an investment company or investment companies in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of shares at shareholders’ request exclusively on their behalf.

(d) Funds need not comply with the investment restrictions herein when exercising subscription rights attaching to Transferable Securities or Money Market Instruments which form part of their assets.

(e) The Central Bank may allow recently authorised Funds to derogate from the provisions of 5.2(c) to 5.2(l), 5.3(a), 5.3(b) 5.4(a) and 5.4(b) for six months following the date of their authorisation, provided they observe the principle of risk spreading.

(f) If the limits laid down herein are exceeded for reasons beyond the control of a Fund, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of its Shareholders.

(g) Neither an investment company, nor a management company or a trustee acting on behalf of a unit trust or a management company of a common contractual fund, may carry out uncovered sales of:

(i) Transferable Securities;

(ii) Money Market Instruments;

(iii) shares of CIS; or

(iv) financial derivative instruments.

(h) A Fund may hold ancillary liquid assets.

(i) A Fund may acquire real and personal property which is required for the purpose of its business.

(j) A Fund may not acquire either precious metals or certificates representing them. This does not prevent a Fund from investing in Transferable Securities or Money Market Instruments issued by a corporation whose main business is concerned with precious metals.

ABM\1530474.43 16 (k) A Fund may invest in warrants on Transferable Securities which warrants are listed or traded on Recognised Markets. Each Fund may invest up to 5% of its Net Asset Value in warrants. Where any Fund invests in excess of 5% of its Net Asset Value in warrants, this will be disclosed in the relevant Leaflet, together with the relevant risk warning as required by UCITS Notice 9.

5.6 Financial Derivative Instruments (“FDIs”)

(a) The global exposure of the Fund (as prescribed in the Notices) relating to FDI must not exceed its total Net Asset Value.

(b) Position exposure to the underlying assets of FDI, including embedded FDI in Transferable Securities or Money Market Instruments, when combined where relevant with positions resulting from direct investments, may not exceed the investment limits set out in the Notices. (This provision does not apply in the case of index based FDI provided the underlying index is one which meets with the criteria set out in the Notices).

(c) Funds may invest in FDIs dealt in over-the-counter (OTC) provided that the counterparties to OTC transactions are institutions subject to prudential supervision and belonging to categories approved by the Central Bank.

(d) Investment in FDIs are subject to the conditions and limits laid down by the Central Bank.

5.7 Borrowing

In accordance with the Notices a Fund may borrow up to 10% of its Net Asset Value provided that this borrowing is on a temporary basis. The Custodian may give a charge over the assets of the Fund in order to secure such borrowings.

6. CHARGES AND EXPENSES

A. Management Fee

B. Investment Manager Charges

C. Custodian Fees

The Custodian shall be entitled to receive custody fees not exceeding 0.6% per annum calculated by reference to the market value of the investments that the Fund may make in the relevant market. This fee is payable monthly in arrears. In addition, the Custodian shall be paid an annual trustee fee per Fund not exceeding 0.03% of the Net Asset Value of the Fund (the current actual fee is

ABM\1530474.43 17 0.02%). The Custodian is entitled to be reimbursed out of the assets of the Company the expenses (including fees and expenses of sub-custodians and any transaction charges which shall be at normal commercial rates) incurred by it in the performance of its duties as Custodian of the Company.

D. Directors’ Fees

E. Soft Commissions

Where soft commission arrangements are to be entered into by, or on behalf of, a Fund, appropriate arrangements will be made to ensure that:

F. Miscellaneous

The following fees will be paid by the Company: the fees and expenses (at normal commercial rates) payable to any Paying Agent and/or Information Agent appointed to the Company, brokerage commission, the Custodian’s fees and fees payable to the auditors in respect of advice on taxation. The Manager is responsible for expenses incurred by the Company in connection with registration to permit or facilitate the sale of Shares in particular jurisdictions, expenses of meetings of the Company and legal charges in connection with the Company’s corporate existence and financial structure.

The Company is responsible for all other normal operating and administrative expenses such as any settlement and stock exchange charges, audit fees, legal expenses and stock exchange listing charges, brokers commissions, securities and unit settlement processing fees and transfer taxes.

ABM\1530474.43 18 Where a Fund invests in the shares of other Collective Investment Schemes that are managed directly or by delegation by the same management company or by any other company with which the management company is linked by common management or control or by a substantial direct or indirect holding, that management company or other company may not charge a subscription, conversion or redemption fees on account of a Fund’s investment in the shares of such other collective investment schemes.

In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in respect of that portion of a Fund’s assets invested in other Funds of the Company.

G. Subscription Charge

A subscription charge payable to the Manager to cover distribution costs of up to 5 per cent. of the Net Asset Value of the relevant Shares may be charged on subscription. The subscription charge for each Fund shall be specified in the Leaflet for such Fund.

H. Redemption Charge

A redemption charge payable to the Manager of up to 2 per cent. of the Net Asset Value of the relevant Shares may be charged on any redemption. Details of any other future redemption charges applicable to a Fund shall be specified in the Leaflet for such Fund.

I. Equalisation

J. Distributor’s Fees

K. No Double Fees

If a Fund invests in the units of another CIS, which:

(a) the Manager or the Investment Manager manages itself either directly or indirectly; or

(b) is managed by a company with which the Manager or the Investment Manager is related by virtue of:

ABM\1530474.43 19

(i) common management, (ii) control, or (iii) a direct or indirect interest of more than 10% of the capital or the votes,

no issue or redemption fee and only a reduced management fee of maximum 0.25% per annum will be levied with regard to such a collective investment scheme.

Where a Fund cross-invests or invests in units of a collective investment scheme managed by the same management company or by an associated or related company, the manager of the scheme in which the investment is being made must waive the preliminary/initial/redemption charge which it is entitled to charge for its own account.

In respect of any cross-investment, the Manager shall not charge that portion of the management fee to which the Investment Manager would be entitled in respect of that portion of a Fund’s assets invested in other sub-funds of the Company.

7. ISSUE AND REDEMPTION OF SHARES

A Form of Shares

Shares in each Fund will be issued in registered form. Written confirmation of entry in the Shareholder Register will be despatched to the Shareholder named in the application form or in the case of joint holdings to the Shareholder who is first named in the Shareholder Register. Share certificates shall not be issued.

B Issue of Shares

The Shares in each Fund will be available for subscription on any Dealing Day, except where there is a suspension of issues and redemptions, as described in Section 7F of this Prospectus.

Applications for Shares should be submitted to the Company, either directly or through its authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA for onward transmission to the Manager), by the Dealing Deadline. Applications received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day. Initial subscriptions may be processed upon receipt of a faxed instruction with the original application form (and supporting money laundering documentation) to follow promptly. Subsequent faxed subscription requests into the Shareholder’s account may be processed without a requirement to submit original documentation.

Subscriptions may also be accepted electronically.

ABM\1530474.43 20

The Subscription Price is the Net Asset Value per Share, subject to the possible addition of the subscription charge referred to in Section 6G and a rounding (which may be upwards) of the resulting total by not more than one per cent , at which the Shares will be allotted on the Dealing Day.

The minimum initial subscription that may apply in respect of each Share class within each Fund is set out in the Leaflet for the relevant Fund. The Minimum Initial Subscription Amount shall not apply to an investment which has been made by the Manager, the Investment Manager or related group companies or any collective investment scheme managed by the Manager, the Investment Manager or related group companies.

The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day.

If the Directors and the Custodian are satisfied that the terms of an exchange are not such as are likely to result in any material prejudice to existing Shareholders, the Directors may, in their absolute discretion, allot Shares on terms providing for settlement to be made by the vesting in the Custodian on behalf of the Company of any securities, bonds or other assets of whatsoever nature and wheresoever situate that may be acquired by the Company in conformity with the Regulations and the investment objective and investment policy and any investment restrictions of each Fund as determined from time to time by the Directors. The value of the securities to be vested in the Company shall be determined by the Directors on the same basis as that provided for the Articles of Association for determining the Net Asset Value of a Fund. For the avoidance of doubt, Clause 16(6) of the Articles of Association provides that, in determining the number of Shares to be issued in exchange for the vesting in the Custodian on behalf of the Company of securities, bonds or other assets, the Subscription Price for such Shares shall be determined in accordance with the provisions setting out how the Subscription Price is determined generally. For the avoidance of doubt, the number of Shares issued shall not exceed the number that would have been issued for the cash equivalent.

Where any subscription monies are not an exact multiple of the Subscription Price per Share of the Fund applied for, a fraction of a Share may be issued at the discretion of the Directors.

The right is reserved by the Directors to reject any application in whole or in part. The issue of Shares may be suspended in the circumstances mentioned in Section 7F of this Prospectus.

Any reference in this Prospectus to the registered address of a Shareholder shall be to his address as shown in the Shareholder Register of the Company, or in the case of joint Shareholders, the address shown therein for the first named of such Shareholders.

Subscription Prices will be published in the manner described in Section 14 and will be available on request from the Manager, whose determination of the Subscription Price shall be conclusive in the absence of manifest error.

C Redemptions of Shares

In order to redeem all or part of his holding of Shares, a Shareholder must deliver a request for redemption to the Company, either directly or through its

ABM\1530474.43 21 authorised agent (namely, B. Metzler seel. Sohn & Co. KGaA for onward transmission to the Manager), not later than the Dealing Deadline. Any redemption request received after the Dealing Deadline may be deemed, at the discretion of the Manager, to be received on the next Business Day.

Redemptions may also be accepted electronically.

Shares will be redeemed on the next Dealing Day. The next Dealing Day is normally the Business Day following the receipt of the application for redemption, unless otherwise determined by the Manager.

The Redemption Price is the Net Asset Value per Share, subject to the possible deduction from the resulting amount of a redemption charge referred to in Section 6H and a rounding (which may be downwards) of this amount by not more than one per cent., at which the Shares will be redeemed on the Dealing Day.

The relevant Net Asset Value per Share for these purposes is the Net Asset Value per Share calculated by the Manager as at the Valuation Point in respect of the relevant Dealing Day.

Unless otherwise agreed by the Directors and the Manager, a request for redemption must be made by delivery to the Company or one of its authorised agents of a request in such form as the Directors may from time to time determine (a “ Redemption Request ”) specifying the number of Shares of each Fund to be redeemed. Unless a lower number of Shares is specified, a Redemption Request will be taken to apply to all the Shares held by the Shareholder or represented by the appropriate written confirmation of entry in the Shareholder Register.

ABM\1530474.43 22 Company. In such circumstances, the Company shall, if requested by the redeeming shareholder be required to sell the relevant assets on behalf of that Shareholder but the cost of such sale shall be borne by that shareholder.

The redemption proceeds will be paid within 14 days of the day on which a Redemption Request is received. Redemption proceeds will be payable in the currency in which the Shares are designated.

Redemption Prices will be published in the manner described in Section 14 and will be available on request from the Manager, whose determination of the Redemption Price shall be conclusive in the absence of manifest error.

D Compulsory Redemption of Shares

Shares may be compulsorily redeemed or transferred if it comes to the notice of the Manager that those Shares are being owned directly or beneficially by any person who is in breach of any law or requirement of any country or governmental authority or by any person who shall belong to or be comprised within any class of persons from time to time determined by the Directors and the Custodian or in circumstances where the status, standing or tax residence of the Company or the Fund is or may be prejudiced or the Company or the Fund may suffer any pecuniary disadvantage which it would not otherwise have suffered. The Directors may compulsorily redeem any holding of Shares in any Fund which falls below a minimum holding as set out in the particular Leaflet for the Fund.

If on any Dealing Day falling after the first anniversary of the first issue of Shares in a Fund, the Net Asset Value of the Fund is less than €10,000,000 or the equivalent amount in the currency in which the relevant class of Shares is designated, the Company may compulsorily redeem all the Shares of that class.

E Conversion of Shares

Conversion takes place in accordance with the following formula:-

ABM\1530474.43 23 SP is the Subscription Price of a Share of the New Class.

The right to convert may be suspended in the circumstances mentioned in Section 7F below, and is conditional on the Company having sufficient available unissued share capital to enable the conversion to be implemented in the manner determined by the Directors.

No charge shall be levied by the Company upon the Shareholder for any conversion of all or part of such Shareholder’s holding of Shares of the Original Class into Shares of another class.

F Suspension of Issues, Redemptions and Conversions

The Directors may at any time declare a temporary suspension of issues, redemption or purchases and conversions of Shares or of any one or more classes of Shares:-

(a) during any period when any Recognised Market on which a substantial part of the investments of the relevant Fund are quoted, listed or dealt in is closed otherwise than for ordinary holidays;

(b) during any period when dealings on any such Recognised Market are restricted or suspended;

(c) during the existence of any state of affairs as a result of which disposal of the investments or other assets of the relevant Fund cannot, in the opinion of the Directors, be effected normally or without seriously prejudicing the interests of the holders of that class of Shares;

(d) during any breakdown in the means of communication normally employed in determining the Net Asset Value of the relevant Fund or when, for any other reason, the value of any assets of the relevant Fund cannot be promptly and accurately ascertained; or

(e) during any period during which the Custodian is unable to repatriate funds required for making payments due on redemption of Shares or during which the realisation of investments or other assets or the transfer of funds involved in such realisation cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange.

ABM\1530474.43 24 and Redemption Prices to be published in during the preceding six months, and notice will be similarly given upon the termination of such suspension.

Unless withdrawn, applications for subscription, redemption and conversion will be considered on the first Dealing Day following the termination of a suspension.

G Settlement of Transactions through Euroclear/Clearstream, Luxembourg

Any transaction involving Shares referred to in this paragraph 7 may be effected through Euroclear or Clearstream provided that any such transaction shall also conform to the rules and procedures for the time being of Euroclear and Clearstream respectively.

H Prevention of money laundering

Measures aimed towards the prevention of money laundering may require a detailed verification of the applicant’s identity. Depending on the circumstances of each application, a detailed verification might not be required where (i) the applicant makes the payment from an account held in the applicant’s name at a recognised financial institution or (ii) the application is made through a recognised Intermediary. These exceptions will only apply if the financial institution or Intermediary referred to above are within a country recognised by Ireland as having equivalent anti-money laundering regulations.

By way of example an individual may be required to produce a copy of a passport or identification card duly certified by a notary public, together with evidence of his/her address such as a utility bill or bank statement and date of birth. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), the names, occupations, dates of birth and residential and business addresses of all directors.

The Manager reserves the right to request such information as is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Manager may refuse to accept the application and subscription monies.

8. VALUATION OF FUNDS

The Net Asset Value of Shares of each class will be determined, in the currency of designation of a Fund, by the Manager in accordance with the Articles of Association, and as summarised below, as at the Valuation Point for such Business Day. In order to determine the Net Asset Value per Share, the value of all securities and other assets held in the relevant Fund, as adjusted to take account of accrued income, less all the liabilities and accruals attributable to that Fund, will be divided by the total number of Shares of that class in issue at the Valuation Point.

(1) The Net Asset Values for each Fund (or attributable to each Class within that Fund) shall be determined separately by reference to the Fund appertaining to that class of Shares and to each such determination the following provisions shall apply.

(2) In respect of each Dealing Day the Net Asset Value of each Fund (and any Class within such Fund) shall be determined and shall be equal to the value as at the Valuation Point in respect of that Dealing Day of all the assets, less all the liabilities, of that Fund. The Net Asset Value attributable to each Class of Share

ABM\1530474.43 25 of a Fund is divided by the number of Shares of such Class in issue to give the Net Asset Value attributable to each Share of such Class in that Fund.

(3) The assets of a Fund shall be deemed to include:-

(a) all cash in hand or on deposit, or on call including any interest accrued thereon;

(b) all bills, demand notes, promissory notes and accounts receivables;

(c) all bonds, certificates of deposit, shares, stock, units in collective investment schemes, debentures, debentures stock, subscription rights, warrants, options and other investments and securities owned and contracted for (other than rights and securities issued by the Company);

(d) all stock and cash dividends and cash distributions which the Directors consider will be received by the Company in respect of the Fund but which have not yet been received by it but have been declared payable to stockholders of record on a date before the day as of which the assets are being valued;

(e) all interest accrued on any interest-bearing securities forming part of the Fund; and

(f) all prepaid expenses relating to that Fund and a proportion of any prepaid expenses relating to the Company generally, such prepaid expenses to be valued and defined from time to time by the Directors.

(4) Subject to the Acts any expense or liability of the Company may be amortised over such period as the Directors (with the approval of the auditors) may determine (and the Directors may at any time and from time to time determine with the approval of the auditors to lengthen or shorten any such period), and the unamortised amount thereof at any time shall also be deemed to be an asset of the Company.

(5) Assets shall be valued as follows:-

(a) cash shall be valued at face value (plus accrued interest to the relevant Valuation Point) unless, in the opinion of the Directors, any adjustment is necessary in order to reflect the fair value thereof;

(b) save as otherwise herein provided investments or assets listed, quoted or dealt in on a Recognised Market shall be valued, in the case of bonds, at closing bid price and, in the case of equities, at closing mid-market price in each case on the Recognised Market on which these assets are traded or admitted for trading (being the Recognised Market which is the sole or in the opinion of the Directors the principal Recognised Market on which the investment in question is listed, quoted or dealt in). If, in case of bonds, the closing bid prices, or, in the case of equities, the closing mid-market prices are not representative in the sole opinion of the Directors of the value of the assets, the value will be the probable realisation value, estimated with care and in good faith by such competent person as may be appointed by the Directors and approved for the purpose by the Custodian;

For the avoidance of doubt, in the event that activity occurs in any Recognised Market on which substantial assets (as determined by the

ABM\1530474.43 26 Directors) of any Fund are listed, quoted or dealt in on a weekday or weekdays falling between the date of any Dealing Deadline and the relevant Dealing Day then the closing mid-market / bid price to be applied in determining the Net Asset Value of such assets shall be such closing mid-market / bid price at the Valuation Point in respect of the first weekday following the Dealing Deadline on which activity occurs in the Recognised Market in question;

(c) forward foreign exchange contracts will be valued in accordance with paragraph (f) below, or, alternatively by reference to freely available market quotations. If such freely available market quotations are used, there is no requirement to have such prices independently verified or reconciled to the counterparty valuation on a monthly basis. As foreign exchange hedging may be utilised for the benefit of a particular class of Shares within a Fund, its costs and related liabilities and/or benefits will be reflected in the Net Asset Value per class for Shares of such class;

(d) exchange traded futures and options contracts (including index futures) shall be valued at the settlement price as determined by the market in question. If such market price is not available, the value shall be the probable realisation value estimated with care and in good faith by the Directors or such other competent person approved for the purpose by the Custodian.

(e) derivative instruments dealt in on a market shall be calculated at the settlement price as determined by the market in question, provided that where it is not the practice of the relevant market to quote a settlement price or if such settlement price is not available for any reason, such value shall be the probable realisation value estimated with care and in good faith by the Company or a competent person approved for the purpose by the Custodian;

(f) where derivative instruments are not dealt in on a market, their value shall be the daily quotation from the counterparty and which will be verified on a weekly basis by a party independent of the counterparty and approved for the purpose by the Custodian. In accordance with the requirements of the Central Bank, such contracts may also be valued using an alternative valuation, such value determined using an alternative valuation methodology which will be provided by the Company or a competent person appointed by the Company and approved by the Custodian. Where such contracts will be valued using an alternative valuation:

(i) the alternative valuation will be produced on a daily basis;

(ii) the Company will follow international best practice and adhere to the principles on valuation of OTC instruments established by bodies such as IOSCO and AIMA;

(iii) the alternative valuation is that provided by a competent person appointed by the Company and approved for the purpose by the Custodian, or a valuation by any other means provided that the value is approved by the Custodian; and

(iv) the alternative valuation must be reconciled to the counterparty valuation on at least a monthly basis. Where significant differences arise these must be promptly investigated and explained;

ABM\1530474.43 27 (g) at any time when prices are not available in respect of assets listed, quoted or dealt in on a Recognised Market in each case on the Recognised Market on which these assets are traded or admitted for trading (being the Recognised Market which is the sole or in the opinion of the Directors the principal Recognised Market on which the investment in question is listed, quoted or dealt in), the value of the assets will be the probable realisation value estimated with care and in good faith by such competent person as may be appointed by the Directors and approved for the purpose by the Custodian;

(h) any investments or assets not listed, quoted or dealt in on a Recognised Market shall be valued at the probable realisation value as estimated with care and in good faith by such competent persons as may be appointed by the Directors and approved for the purpose by the Custodian;

(f) securities listed or traded on a Recognised Market but acquired or traded at a premium or at a discount outside or off the relevant market may be valued, taking into account the level of premium or discount at the date of the valuation with the approval of a competent person (approved for the purpose by the Custodian). The competent person (having been approved for the purpose by the Custodian) shall ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the security;

(h) the value of units or shares or other similar participation in any collective investment scheme shall be valued at the latest bid price or, if unavailable, the last available net asset value as published by the collective investment scheme;

(i) notwithstanding the foregoing the Directors may permit some other method of valuation to be used for any particular asset if they consider that such valuation better reflects the fair value of that asset, such other method to be approved for such purpose by the Custodian;

(j) the value of an asset may be adjusted by the Directors where such an adjustment is considered necessary to reflect the fair value in the context of currency, marketability, dealing costs and/or such other considerations which are deemed relevant.

(6) Currencies or values in currencies other than in the currency of designation of a particular Fund shall be converted into the currency of designation of such Fund at the rate which the Directors, after consulting with, or in accordance with a method approved by, the Custodian, deems appropriate in the circumstances.

(7) For the purpose of valuing the Company’s assets as aforesaid the Directors may rely upon the opinions of any person(s) who appear to them to be competent to value assets by reason of any appropriate professional qualification or of experience of any relevant market. Such persons must be approved for the purpose by the Custodian.

(8) The liabilities of a Fund shall be deemed to include all liabilities (including charges incurred on the acquisition and realisation of investments and such operating expenses referred to in Article 21(5)(c) of the Articles of Association that the Directors consider to be attributable to a particular Fund, and such amount as the Directors determine to provide in respect of contingent liabilities) of whatsoever kind and nature except liabilities represented by Shares in the Company. In determining the amount of such liabilities the Directors may calculate any

ABM\1530474.43 28 liabilities on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any such period. Where the Directors have created different Classes of Shares within a Fund and have determined that each Class will incur different levels of fees (the details of which shall be set out in a Leaflet to this Prospectus), the Net Asset Value per Class shall be adjusted in order to reflect such different levels of fees payable in respect of each Class.

(9) Where Classes of Shares denominated in different currencies are created within a Fund and currency hedging transactions are entered into in order to hedge any relevant currency exposure, such transactions will be clearly attributable to the relevant class of Shares and any costs and gains/losses of the hedging transactions will accrue solely to that Class of Shares. While it is not intended, over-hedged or under-hedged positions may arise due to factors outside the control of the Company. If such circumstances do arise, the Company will keep positions under review to ensure that the leverage in respect of the relevant Fund does not exceed the limits set out in the relevant Leaflet for the Fund. Furthermore, the Company will ensure that materially over-hedged or under- hedged positions will not be carried forward month to month. This strategy may substantially limit Shareholders of a Class of Share from benefiting if the currency in which that Class of Share is denominated falls against the base currency of the relevant Fund and/or the currency in which the assets of the Fund are denominated.

(10) The Net Asset Value of each Fund calculated pursuant to the Articles of Association, may be certified by a Director of the Company or by any other person authorised to give such certificate by the Directors and any such certificate shall be binding and conclusive as to the Net Asset Value of such Fund in the absence of manifest error.

9. DIVIDENDS

The dividend for any particular class of Shares in a Fund shall be payable out of profits of that Fund available for distribution relating to those classes designated as distribution share classes. Profits, for these purposes, may be comprised of net income (income less expenditure) and net realised and unrealised gains (realised and unrealised gains less realised and unrealised losses) attributable to such share classes. However, the Directors may elect to pay dividends out of net income only and shall not take net gains into account when determining any dividend that might be declared. Income for these purposes shall include, without limitation, interest income and dividend income and any other amounts treated as income in accordance with the accounting policies of the Company laid down from time to time.

Where the Directors determine that a dividend is payable, it will be payable in respect of those classes of Shares within a Fund that have been designated as distributing Share Classes.

ABM\1530474.43 29 Dividends, when declared, will be paid within four months after the relevant Accounting Date by bank transfer to the Shareholders. Any dividend unclaimed after six years from the date when it first became payable shall be forfeited automatically and will revert to the relevant Fund without the necessity for any declaration or other action by the Company.

10. CONFLICTS OF INTEREST

The Manager, the Investment Manager, the Investment Adviser, the Custodian and their affiliates, officers and shareholders (collectively the “ Parties ”) are or may be involved in other financial investment and professional activities which will on occasion cause conflict of interest with the management of this Company. This includes the management of other funds, purchases and sales of securities, investment management counselling, brokerage services and serving as directors, officers, advisers, or agents of other funds or other companies, including companies in which the Company may invest. In particular, it is envisaged that the Manager, the Investment Manager and the Investment Adviser may be involved in managing and/or advising other investment funds and accounts which may have similar or overlapping investment objectives to or with the Company. In addition, it is envisaged that the Investment Manager and the Investment Adviser may, from time to time, be requested to provide valuations in respect of certain of the Company’s assets in the calculation of the Net Asset Value of the Company. It should be noted that any fees payable to the Investment Adviser will increase as the value of the Company increases. Each of the Parties and the Directors of the Company will respectively ensure that the performance of their respective duties will not be impaired by any such involvement that they may have and that any conflicts which may arise including the allocation of investment opportunities will be resolved fairly.

Any transaction carried out with the Company by the Manager, the Investment Manager and the Investment Adviser, the Custodian and/or associated or group companies of these will be carried out as if effected on normal commercial terms negotiated at arms length. Transactions will be in the best interests of the Shareholders.

Transactions permitted will be subject to the following:

(a) the price at which the relevant transaction is effected is fair and is certified by a person approved by the Custodian as independent and competent; or

(b) the relevant transaction is executed on best terms on an organised investment exchange or other regulated market in accordance with the rules of such exchange or markets; or

(c) where (i) and (ii) are not practical, the transaction is executed on terms which the Custodian is (or in the case of a transaction involving the Custodian, the Directors, are) satisfied conform to normal commercial terms, negotiated at arm’s length and are in the best interests of Shareholders.

ABM\1530474.43 30 11. TAXATION

The following is a brief summary based on Irish law and the published practice of the Revenue Commissioners of Ireland at the date of this Prospectus. This summary does not consider all aspects of taxation which may be relevant to a prospective Shareholder in light of his particular circumstances. The information given does not constitute legal or tax advice and prospective investors should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, switching or disposing of Shares under the laws of the jurisdictions in which they may be subject to tax.

A. Taxation of the Company

However, tax can arise on the happening of a “ chargeable event ” in the Company. A chargeable event includes (i) any distribution payments to Shareholders, or (ii) any encashment, redemption, cancellation, transfer of Shares, or (iii) the appropriation or cancellation of Shares of a Shareholder by the Company for the purposes of meeting the amount of tax payable on certain chargeable events that do not involve the making of a payment to a Shareholder, or (iv) the ending of a Relevant Period. No tax will arise on the Company in respect of chargeable events in respect of a Shareholder who is neither Irish Resident nor Irish Ordinary Resident at the time of the chargeable event provided that either (i) a Relevant Declaration is in place and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) the Company is in possession of a written notice of approval from the Revenue Commissioners to the effect that section 739D(7) and/or section 739D(9), as the case may be, of the Taxes Act is deemed to have been complied with in respect of each Shareholder and that approval has not been withdrawn (whereby “ Equivalent Measures ” are in place). A chargeable event does not include:

• An exchange by a Shareholder, effected by way of an arms length bargain where no payment is made to the Shareholder, of Shares in the Company for other Shares in the Company;

• An exchange by a Shareholder, effected by way of an arms length bargain where no payment is made to the Shareholder, of Shares representing one sub fund for another sub fund of the Company;

• Any transactions (which might otherwise be a chargeable event) in relation to Shares held in a Recognised Clearing System;

• A transfer by a Shareholder of the entitlement to a Share where the transfer is between spouses or civil partners and former spouses or civil partners, subject to certain conditions;

• an exchange of Shares arising on an amalgamation or reconstruction of the Company whereby the provisions of section 739H(2) of the Taxes Act apply; or

ABM\1530474.43 31

• the cancellation of Shares arising in relation to a scheme of amalgamation within the meaning of section 739HA(1) of the Taxes Act.

A gain shall not be treated as arising on the happening of a chargeable event (and thus the Company will have no obligation to account for tax in relation to that event) where:

(iii) the chargeable event occurs solely on account of a scheme of migration within the meaning of Section 739D (8E) of the Taxes Act, subject to certain conditions being fulfilled.

The ending of a Relevant Period will not give rise to an obligation for the Company to account for the appropriate tax if:

(A) the name and address of the Shareholder;

(B) the value at the end of the year of assessment of the Shares to which the Shareholder is entitled at that time; and

ABM\1530474.43 32 (i) the name and address of the Company; and

(ii) the gains arising on the chargeable event.

Please see the “ Taxation of Shareholders ” section below dealing with the tax consequences for the Shareholders of chargeable events in respect of:-

Shareholders who are neither Irish Resident nor Irish Ordinary Resident; and Shareholders who are either Irish Resident or Irish Ordinary Resident.

Dividends received from investment in Irish equities may be subject to Irish dividend withholding tax the current rate of which is set out in Annex II hereto. However, the Company can make a declaration to the payer that it is a collective investment undertaking beneficially entitled to the dividends to avoid this withholding tax. The Company is not required to deduct dividend withholding tax on dividend payments to Shareholders.

If this position changes in the future and the application of a lower rate results in a repayment to the Company the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of the repayment.

ABM\1530474.43 33 a collective investment undertaking within the meaning of Section 734 of the Taxes Act or a Qualifying Company) which is incorporated in Ireland.

B. Taxation of the Shareholders

(i) Capital Acquisitions Tax

(ii) Shareholders who are neither Irish Resident nor Irish Ordinary Resident

Shareholders who are neither Irish Resident nor Irish Ordinary Resident and who have either (i) made a Relevant Declaration in respect of which the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or (ii) Equivalent Measures are in place, will not be liable to Irish tax in respect of income from their Shares and gains made on the disposal of their Shares. However, any corporate Shareholder which is not Irish Resident and which holds Shares directly or indirectly by or for a trading branch or agency in Ireland will be liable to Irish tax on income from their Shares or gains made on disposals of the Shares.

ABM\1530474.43 34 (iii) Shareholders who are Irish Residents or Ordinarily Resident in Ireland

Unless a Shareholder is an Exempted Irish Investor (as defined above), makes a Relevant Declaration to that effect and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or unless the Shares are purchased by the courts service (where money under court control or subject to court order is applied to acquire Shares in the Company), the Company is liable to account for Irish income tax on gains arising on chargeable events as follows;

(a) where the chargeable event relates to a unit held by a Shareholder that is a company and that company has made a declaration to the Company that it is a company and that declaration contains the Irish corporation tax reference number with respect to the company, at a rate of 25%; and

(b) where (a) above does not apply, Irish tax is payable at the rate of 41%.

In the case of chargeable events other than a chargeable event arising on a transfer or the ending of a Relevant Period, any tax arising is deducted from the relevant payments (distribution/ repurchase payments/ cancellation/ redemption payments) to the Shareholders.

ABM\1530474.43 35 his/her Shares, such Shareholder may be liable to capital gains tax in the year of assessment in which the Shares are disposed of.

Shareholder Reporting

The Company is required to provide certain information in relation to certain Irish Resident Shareholders to the Revenue Commissioners in accordance with Section 891C of the Taxes Act and the Return of Values (Investment Undertakings) Regulations 2013.

The information to be provided to the Revenue Commissioners includes:

(a) the name, registered address, contact details and tax reference number of the Company;

(b) the name, address, tax reference number and date of birth (if applicable) of Shareholders; and

European Union Taxation of Savings Income Directive

On 3 June, 2003, the European Council of Economics and Finance Ministers adopted EU Council Directive 2003/48/EC on the taxation of savings income (the “Directive ”). Under the Directive, Member States are required since 1 July, 2005 to provide to the tax authorities of another Member State details of payments of interest (or similar income which may include distributions by a Fund ) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). With effect from 1 January 2010 Belgium replaced its withholding system with an information exchange system. With effect from 1 January 2015 Luxembourg changed from operating withholding tax to the exchange of information system. The Directive has been enacted into Irish legislation.

Since 1 January 2004, where any person in the course of a business or profession carried on in Ireland makes an interest payment to, or secures an interest payment for the immediate benefit of, the beneficial owner of that interest, where that beneficial owner is an individual, that person must, in accordance with the methods prescribed in the legislation, establish the identity and residence of that beneficial owner. Where such a person makes such a payment to a “ residual entity ” then that interest payment is a “ deemed interest payment ” of the “residual entity ” for the purpose of this legislation. A “ residual entity ”, in relation to “ deemed interest payments ”, must, in accordance with the methods prescribed in the legislation, establish the identity and residence of the beneficial owners of the interest payments received that are comprised in the “ deemed interest payments ”.

ABM\1530474.43 36 “Residual entity ” means a person or undertaking established in Ireland or in another Member State or in an “associated territory” to which an interest payment is made for the benefit of a beneficial owner that is an individual, unless that person or undertaking is within the charge to corporation tax or a tax corresponding to corporation tax, or it has, in the prescribed format for the purposes of this legislation, elected to be treated in the same manner as an undertaking for collective investment in transferable securities within the meaning of the UCITS Directive 85/611/EEC, or it is such an entity or it is an equivalent entity established in an “associated territory”, or it is a legal person (not being an individual) other than certain Finnish or Swedish legal persons that are excluded from the exemption from this definition in the Directive.

Procedures relating to the reporting of details of payments of interest (or similar income) made by any person in the course of a business or profession carried on in Ireland, to beneficial owners that are individuals or to residual entities resident in another Member State or an “ associated territory ” and procedures relating to the reporting of details of deemed interest payments made by residual entities where the beneficial owner is an individual resident in another Member State or an “ associated territory ”, have applied since 1 July 2005. For the purposes of these paragraphs “ associated territory ” means Aruba, Netherlands Antilles, Jersey, Gibraltar, Guernsey, Isle of Man, Anguilla, British Virgin Islands, Cayman Islands, Montserrat, Turks and Caicos Islands, Andorra, Liechtenstein, Monaco, San Marino and the Swiss Confederation.

Accordingly, the Custodian, administrator, Paying Agent or such other entity considered a “ paying agent ”1 for the purposes of the Directive may be required to disclose details of payments of savings interest income to investors in the Company, who are individuals or residual entities, to the Revenue Commissioners who will pass such details to the EU Member State where the investor resides.

FATCA Implementation in Ireland

The FATCA provisions of the US Hiring Incentives to Restore Employment Act were enacted to identify US persons either directly investing outside the US or indirectly earning income inside or outside the US by using foreign entities. The obligations of Irish financial institutions under FATCA are covered by the provisions of the Ireland/US Intergovernmental Agreement (" IGA ") (signed in

1 For the purposes of the European Union Taxation of Savings Income Directive a “paying agent” is a person who in the course of the person’s business or profession carried on in Ireland makes the interest payment for the immediate benefit of the beneficial owner.

ABM\1530474.43 37 December 2012) and supporting Irish legislation, the Financial Accounts Reporting (United States of America) Regulations 2014 (the “ Regulations ”). Under the Regulations, any Irish financial institutions as defined under the IGA will be required to report annually to the Revenue Commissioners (commencing in 2015) details on its US account holders including the name, address and taxpayer identification number (" TIN ") and certain other details. Such institutions are also required to amend their account on-boarding procedures with effect from 1 July 2014 in order to easily identify US new account holders and report this information to the Revenue Commissioners. The Company, in conjunction with assistance from its service providers where necessary, will endeavour to ensure that it satisfies any obligations imposed on it under the Regulations.

12. MEETINGS AND REPORTS

Holders of Shares are entitled to attend and vote at general meetings of the Company. The Annual General Meeting will normally be held in Ireland within six months of the end of the financial year of the Company. Other general meetings may be held at such time and place as the Directors may determine.

Each financial period of the Company ends on December 31 st in each year. Copies of the annual report containing the audited financial statements of the Company in respect of the preceding financial year will normally be sent at least 21 days prior to the Annual General Meeting to the registered address of each holder of registered Shares. Copies of the unaudited half-yearly reports for the period to June, 30 th in each year will also be available to each Shareholder upon request.

Annual accounts will be submitted to the Central Bank within four months of the end of the financial period to which it relates. Half-yearly accounts will be submitted within two months of the end of the financial period to which it relates.

On a show of hands, every holder of Shares who is present in person or by proxy shall have one vote and, on a poll, every holder of Shares who is present in person or by proxy shall be entitled to one vote in respect of each Share held by him.

ABM\1530474.43 38 13. WINDING UP

The Company may be wound up by a special resolution of the Company passed at a general meeting of the Company. A special resolution requires at least 75% of the votes cast at the meeting to be voted in favour of the resolution in question. The winding up would be governed by the applicable provisions of the Acts. The assets available for distribution among the holders of the Shares would be distributed in a winding up in accordance with their respective interests in the respective Funds. The Liquidator may, with the authority of a special resolution, divide among the Shareholders in specie the whole or any part of the assets of the Company. For the avoidance of doubt, if the special resolution referred to above is passed, each Shareholder is entitled to elect on winding-up whether or not he wishes to receive a distribution in specie or a distribution in cash. However, in the absence of a Shareholder electing to receive a distribution in specie on winding-up, such Shareholder shall receive his relevant distribution in cash in accordance with his respective interests in the relevant Funds.

14. PUBLICATION OF PRICES

15. RISK FACTORS

General

The investments in the Funds are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them and therefore the value of, and income from, the Shares in the Funds may go down as well as up and an investor may not get back the amount he invests. An investor who redeems Shares after a short period may, in addition, not realise the amount originally invested in view of any subscription charge or redemption charge made on the issue or redemption of Shares and accordingly the investment should be viewed as medium to long term.

Cross liability between Funds

The Company is established as an umbrella company with segregated liability between all of the Funds. As a matter of Irish law, the assets of one Fund will not be available to satisfy the liabilities of another. However, the Company is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation. There is no guarantee that the courts of any jurisdiction outside Ireland will respect the limitations on liability associated with segregated portfolio companies nor is there any guarantee that the creditors of one Fund will not seek to enforce such Fund’s obligations against another Fund.

ABM\1530474.43 39 Currency Risks

Each Fund’s assets may, unless otherwise noted, be invested in securities denominated in currencies other than the relevant currency of such Fund and any income received by such Fund from its investments will be received in the currencies of such investments, some of which may fall in value against the relevant currency of such Fund. Each Fund will compute its Net Asset Value and make any distributions in the denomination of the Shares; there is therefore a currency exchange risk which may affect the value of the Shares to the extent that the Fund makes investments in currencies other than the relevant currency of the Fund.

Default Risk

Investments in fixed income securities, specifically those which are rated below Investment Grade, are subject to the risk that the issuer could default on its obligations and a Fund could sustain losses on such investments. Each Fund will seek to limit such risks by in-depth credit research and careful securities selection but there can be no assurance that a Fund will not acquire securities with respect to which the issuer subsequently defaults.

The value of a Fund’s assets may be affected by uncertainties such as changes in government policies, taxation, currency repatriation restrictions and other developments in the law or regulations of the countries in which a Fund may invest.

Derivatives Risk

A Fund may employ various investment techniques, such as futures, options, contracts-for-difference, swaps and repos (together “derivatives”) in order to afford the protection of capital or the enhancement of investment returns. These derivative positions may be executed either on-exchange or over-the-counter. The primary risks associated with the use of such derivatives are (i) failure to predict accurately the direction of the market movements; (ii) market risks, for example, lack of liquidity or lack of correlation between the change in the value of the underlying asset and that of the value of the Fund’s derivatives; and (iii) to the extent that a Fund may invest in over-the-counter derivatives transactions, credit risk with regard to parties with whom it trades and the risk of settlement default. These techniques may not always be possible or effective in enhancing returns or mitigating risk.

A Fund’s investments in over-the-counter derivatives are subject to the risk of counterparty default. In addition, a Fund may have to transact with counterparties on standard terms which it may not be able to negotiate.

A Fund’s investments in derivatives may also subject to legal risk. Legal risk is the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly.

ABM\1530474.43 40 Leverage Risk

A Fund’s use of leverage and derivative instruments can result in certain additional risks. Leveraged investments, by their nature, increase the potential loss to investors resulting from any depreciation in the value of such investments. Consequently, a relatively small price movement in the security underlying a leveraged instrument may result in a substantial loss to the Fund.

Liquidity Risk

Yield and Market Risk

Investments in fixed income securities entail certain risks including adverse income fluctuation associated with general economic conditions affecting the fixed income securities market, as well as adverse interest rate changes and volatility of yields. When interest rates decline, the market value of a Fund’s fixed income securities can be expected to rise. Conversely, when interest rates rise, the market value of a Fund’s fixed income securities can be expected to decline.

EMERGING MARKETS’ RISK FACTORS

The Company wishes to draw attention to the following risk factors, associated with investment in Emerging Markets.

A. Political Risk

Investment by the Company in the Emerging Markets may be adversely affected by requirements for approvals, which may be delayed or denied, restrictions on investment and repatriation of investment proceeds, and changes in government policies, regulation, and taxation.

B. Regulation and Reporting Risks

C. Currency Risks

Investments in the Emerging Markets may be made in a variety of currencies, whereas the Net Asset Value of the Company at any time will be computed in Euro. Accordingly, the value of these investments may be affected favourably or unfavourably by currency exchange rates and exchange control regulations, although the Company may seek to minimise exposure to currency fluctuation to the extent practicable.

ABM\1530474.43 41 D. Market Risks

Trading volumes in stock markets in the Emerging Markets can be significantly lower than on the world’s leading stock markets and settlement and custody practices in such markets may not be comparable to those of the world’s leading stock markets, which may result in fluctuations in the price of Shares in the Company. Also, liquidity may be less than in the world’s leading stock markets, resulting in the possibility of delays in the acquisition and disposal of some investments or settlement of such transactions at unfavourable prices.

E. Liquidity Risks

F. Settlement Risks

The Company will be exposed to a credit risk on parties with whom it trades in the Emerging Markets. There can be no guarantee of the operation or performance of settlement, clearing and registration of transactions in the Emerging Markets. Where organised securities markets and banking and telecommunications systems are underdeveloped, concerns inevitably arise in relation to settlement, clearing and registration of transactions in securities where these are acquired other than as direct investments. Furthermore, due to local postal and banking systems, no guarantee can be given that all entitlements attaching to quoted and over-the counter traded securities acquired by the Company, including those related to dividends, can be realised.

G. Custodial Risks

As the Company may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Company which are traded in such markets and which have been entrusted to sub-custodians, in circumstances where the use of such sub-custodians is necessary, may be exposed to risk in circumstances whereby the Custodian would have no liability. The Custodian has a sub-custodian network in all of the countries listed in paragraph (iv) of the Stock Exchanges section of the definition of “Recognised Market”. Accordingly, the Company has agreed that it will not invest in securities issued or corporations located in other emerging countries until the Custodian is satisfied that it has sub-custodian arrangements in place in respect of such countries. Where the Custodian puts new sub-custodian arrangements in place, such countries will be listed in a revised prospectus.

H. Foreign Investment Risks

While the Company will only invest in markets which provide for the freedom of nationalisation and expropriation, such freedoms may be curtailed unexpectedly upon a change of government or when such nationalisation or expropriation is deemed to be in the public interest. The Company will seek, whenever such freedoms are curtailed, to obtain adequate compensation.

As a consequence of the risk factors set out above, the Company is unable to provide any guarantee, assurance or warranty to investors as to the performance of any of the Funds.

ABM\1530474.43 42 16. APPLICATION PROCEDURE

Applicants for Shares are advised that applications are considered and Shares are issued subject to the terms and conditions of application set out in Appendix 1 and the provisions of the Memorandum and Articles of Association of the Company.

To subscribe for Shares an applicant must complete and execute a share application form. Application forms shall be in such form as may be prescribed from time to time by the Manager or its agent and shall be available upon request from the Manager or its agent.

Applications should be sent, with the cheque or banker’s draft or proof of electronic money transfer for the relevant amount payable on subscription, to the Manager or its agent (namely, B. Metzler seel. Sohn & Co. KGaA for onward transmission to the Manager), at the address set out in the List of Parties and Addresses below on pages 67 and 68.

If any application is not accepted the amount paid on application will be returned and if any application is accepted for fewer Shares than the number applied for the balance of the amount paid on application will be returned. Any amount thus returned will be without interest and will be sent at the risk of the applicant.

A written confirmation of entry in the Shareholder Register will be despatched to the Shareholder or his nominated agent by post and at the Shareholder’s risk within 6 weeks of receipt of the Shareholder’s request in writing for its issue.

17. REDEMPTION PROCEDURE

To redeem all or part of a holding of Shares, a Shareholder must deliver a request for redemption to the Manager as described in Section 7C of this Prospectus.

18. CONVERSION PROCEDURE

To convert all or part of a holding of Shares, a Shareholder must deliver a request for conversion to the Manager as described in Section 7E of this Prospectus.

ABM\1530474.43 43 APPENDIX 1

TERMS AND CONDITIONS OF APPLICATION

By completing and delivering an application form the applicant(s):

(i) offer(s) to subscribe for the number of Shares specified in the application form (or such smaller number for which the application is accepted) on and subject to the terms and conditions set out in this Prospectus and subject to the Memorandum and Articles of Association of the Company;

(ii) authorises the Manager to send a written confirmation of entry in the Shareholder Register for the number of Shares for which the application is accepted, and/or a cheque for any money returnable by post, at the risk of the person(s) entitled thereto to the address of the applicant (or as he may direct) and to procure that the applicant’s name together with the name(s) of any other joint applicant(s) is/are placed on the Shareholder Register of the Company in respect of such Shares;

(iii) agrees that completion and delivery of the application form shall constitute a warranty that his remittance will be honoured on first presentation and that any written confirmation of entry in the Shareholder Register and any moneys returnable to him may be retained by the Company pending clearance (where applicable) of the remittance;

(iv) agrees that all applications, acceptances of applications and contracts resulting therefrom shall be governed by and construed in accordance with the laws of Ireland and further agrees to submit to the exclusive jurisdiction of the Courts of Ireland;

(v) warrants that, if he signs the application form on behalf of somebody else or on behalf of a corporation, he has due authority to do so and that he and the person on whose behalf he signs are of full age and capacity under the laws of Ireland or under the laws of any other relevant jurisdiction;

(vi) agrees that the Manager may reject any application in whole or in part without assigning any reason therefor;

(vii) agrees that he shall not be entitled at any time after acceptance of the application to exercise any remedy of recision for misrepresentation;

(viii) confirms that in making such application he is not relying on any information or representations in relation to the Company other than those contained in this Prospectus and accordingly that no person responsible solely or jointly for this Prospectus or any part thereof shall have any liability for any such other information or representations;

(ix) warrants that he has observed and complied with all requirements and obtained all consents required for this application to be made in respect of any jurisdiction to which he may be subject;

(x) warrants that he is of full age and capacity under the laws of Ireland or under the laws of any other relevant jurisdiction;

(xi) warrants that he agrees to be bound by the terms of the Prospectus.

ABM\1530474.43 44 If the application form is signed under a Power of Attorney, the Power of Attorney or a certified copy thereof must accompany the application form.

ABM\1530474.43 45 APPENDIX 2

GENERAL INFORMATION

1. At the date hereof, the Company is not engaged in any litigation or arbitration and no litigation or claim is known to the Directors to be pending or threatened against the Company.

2. There are no existing or proposed service contracts between any of the Directors and the Company but the Directors may receive remuneration as provided in the Articles of Association.

3. The following contracts which involve the payment of certain fees and expenses and which are or may be material have been entered into otherwise than in the ordinary course of business:

(a) Management Agreement dated 1 November 2007 between the Company and the Manager whereby the Manager agreed to manage the business of the Company. The Agreement is terminable on 3 months’ notice by either party.

(b) Custodian Agreement dated 1 November 2007 between the Company and the Custodian whereby the latter was appointed the Custodian of the Company. The Agreement is terminable on 90 days’ notice by any party, subject to the appointment of a new custodian.

(c) Investment Management Agreement dated 14 March 2012 between the Company, the Manager and the Investment Manager under which the Investment Manager agreed to provide investment management services to the Manager. The Agreement is terminable on 3 months notice by any party. The Investment Management Agreement became effective at 8 a.m. on 15 March 2012.

(d) Advisory Agreement dated 14 March 2012 between the Investment Manager and B. Metzler seel. Sohn & Co. KGaA (as amended by an addendum dated 15 April 2015) pursuant to which B. Metzler seel. Sohn & Co. KGaA agreed to provide investment advice to the Investment Manager in respect of certain Funds. The Agreement is terminable on 3 months’ notice by any party. The Advisory Agreement became effective at 8 a.m. on 15 March 2012.

(e) Advisory Agreement dated 15 April 2015 between the Investment Manager and Huber, Reuss & Kollegen Vermögensverwaltung GmbH pursuant to which Huber, Reuss & Kollegen Vermögensverwaltung GmbH agreed to provide investment advice to the Investment Manager in respect of the Metzler Premier Uranus Fund. The Agreement is terminable on 3 months’ notice by any party.

4. B. Metzler seel. Sohn & Co. KGaA, Germany was appointed on 14 February 2014 as an Information Agent for Germany. The Company indemnifies the Information Agent from third party claims raised against the Information Agent in connection with its capacity as information agent, other than for claims or losses arising due to gross negligence or wilful default of the

Information Agent in the performance of its duties, and the Information Agent is not liable for losses arising from any fraudulent manipulation of the documents and the prospectuses provided to it by the Company. The Agreement is terminable on 3 months’ written notice by any party, and in other circumstances as set out in the Information Agent Agreement.

5. Metzler FundServices GmbH was appointed as distributor on behalf of the Company on 14 February 2014 to provide support in respect of the distribution of the Funds solely in respect of Germany, pursuant to an Annex dated 14 February 2014 to the Distribution Agreement between the Manager and Metzler FundServices GmbH (formerly Metzler Servicegesellschaft für Vertriebspartner mbH) dated 7 March 2002, extending the Distribution Agreement to provide for services to the Company. The Manager is liable for any reasonable damage or loss directly resulting from its failure to inform Metzler FundServices GmbH of its intention to discontinue the marketing of shares in the Funds in Germany. The Distribution Agreement is terminable upon 6 months written notice to either party. Upon the insolvency of either party or the occurrence of certain other events, the Distribution Agreement may be terminated by either party with immediate effect.

6. Metzler Asset Management GmbH was appointed as Distributor on behalf of the Company on 14 February 2014 to provide support in respect of the distribution of the Funds in certain countries, pursuant to the Distribution Agreement between the Manager and Metzler Asset Management GmbH. The Agreement is terminable on 3 months’ notice by any party. Pursuant to the Agreement, Metzler Asset Management GmbH and its delegated group companies are indemnified by the Manager from and against all direct claims they may incur arising from erroneous or incomplete information contained in prospectuses, other sales documentation or any other data provided, released or published by the Manager or the Company.

7. Pursuant to the Paying Agent and Tax Representative Agreement dated 14 February 2014 between the Company, the Manager and Erste Bank der oesterreichischen Sparkassen AG Vienna (the “ Erste Bank ”), Erste Bank has agreed to act as the Company’s representative in Austria in connection with the offer of Shares in the Company to Austrian residents who intend to subscribe for Shares in the Company. Pursuant to the Paying Agent and Tax Representative Agreement, the Company agrees to indemnify Erste Bank, solely out of the assets of the Company, against any losses, liabilities, claims or actions of third parties which Erste Bank incurs solely in carrying out its duties under the Paying Agent Agreement, as a result of the Company’s breach of the Paying Agent Agreement or its duties thereunder by fraud, wilful default, gross negligence or bad faith of the Company or its officers, employees or representatives. The Paying Agent and Tax Representative Agreement is terminable upon 3 months written notice to either party.

8. Pursuant to the Paying and Representation Agency Agreement dated 14 February 2014 between the Company, the Manager and BNP Paribas Securities Services S.C.A Luxembourg Branch (“ BNP Luxembourg ”), BNP Luxembourg has agreed to act as the Company’s representative and Paying Agent in Luxembourg to Luxembourg residents who intend to subscribe for Shares in the Company. Pursuant to the Paying and Representation Agency Agreement, the Company holds BNP Luxembourg harmless from and against all expenses, claims, damages, losses,

ABM\1530474.43 47 commitments, costs, disbursements, taxes and other liabilities incurred or suffered by BNP Luxembourg resulting directly from BNP Luxembourg carrying out its obligations under the Paying and Representation Agency Agreement, except in the event of BNP Luxembourg’s negligence, fraud, recklessness, bad faith, wilful default and all claims, losses or commitments resulting from a breach by BNP Luxembourg or its agents of its obligations under the Paying and Representation Agency Agreement. The Paying and Representation Agency Agreement is terminable upon 3 months written notice to either party.

9. The Company has no subsidiaries.

10. Copies of the above mentioned agreements, together with a copy of the Memorandum and Articles of Association of the Company, the Company’s periodic reports, the Acts and the Regulations may be obtained, free of charge, during normal business hours on Business Days from the office of the Manager at the address set out in the List of Parties and Addresses on pages 66 and 67.

ABM\1530474.43 48 APPENDIX 3

GERMAN SPECIFIC INFORMATION

The following additional information is addressed to potential investors of the Company in Germany. This information specifies and completes the Prospectus as far as sales activities in Germany are concerned. The Information agent for funds (the “ German Information Agent ”) of the Company is:

B. Metzler seel. Sohn & Co. KGaA Untermainanlage 1 60329 Frankfurt am Main Germany

Telefon (+49 69) 21 04 – 14 14 Telefax (+49 69) 21 04 – 73 92 The following funds of the Company are authorised for public marketing in Germany: Metzler Premier Merkur Fund. The fees and expenses of the German Information Agent will be charged at normal commercial rates.

As shares in the funds will be issued in registered form and no printed individual certificates will be issued by the Company, a Paying Agent will not be appointed in Germany. Redemption and conversion applications for shares in the Company should be submitted to the shareholder's depository which holds the Shares in the Company on behalf of the client. These applications can be submitted to the client's domestic credit institution where the client's custody account is held or directly to the Company as applicable. All payments, redemption proceeds, possible distributions and other payments will also be paid to the shareholders through the client's domestic credit institution where the client's custody account is held / maintained or directly to the client's bank account at the client's designated credit institution as applicable.

Copies of the Prospectus (including the Fund Leaflets), the Key Investor Information Document (the “KIID ”) together with a copy of the Memorandum and Articles of Association of the Company, the Company’s annual and half yearly financial statements and subscription, redemption and conversion prices may be obtained, free of charge, during normal business hours from the office of the German Information Agent. In addition, shareholders may view the following documents as mentioned in Appendix 2 of the Prospectus at the same office. Copies of the following documents may be obtained free of charge from the office of the German Information Agent: (i) Management Agreement dated 1 November 2007 between the Company and the Manager; (ii) Custodian Agreement dated 1 November 2007 between the Company and the Custodian; (iii) Investment Management Agreement dated 14 March 2012 between the Company, the Manager and the Investment Manager; (iv) Advisory Agreement dated 14 March 2012, as amended, between the Investment Manager and The Metzler Private Banking division of B. Metzler seel. Sohn & Co. KGaA and the Advisory Agreement dated 15 April 2015 between the Investment Manager and Huber, Reuss & Kollegen Vermögensverwaltung GmbH;

(v) Information Agent Agreement between the Company, Metzler Ireland Limited and the German Information Agent dated 14 February 2014; (vi) Paying Agent Agreement between the Company and Erste Bank der oesterreichischen Sparkassen AG Vienna dated 14 February 2014; (vii) Distribution Agreement between the Manager and Metzler FundServices GmbH (formerly Metzler Servicegesellschaft für Vertriebspartner mbH) dated 7 March 2002 in respect of certain distribution services and Annex dated 14 February 2014 extending the Distribution Agreement to provide for service to the Company;

ABM\1530474.43 49 (viii) Distribution Agreement between the Manager and Metzler Asset Management GmbH dated 14 February 2014 in respect of certain distribution services to be provided to the Company; (ix) Paying and Representation Agreement between the Company, the Manager and BNP Paribas Securities Services S.C.A Luxembourg Branch dated 14 February 2014; (x) the UCITS Notices; (xi) subscription, redemption and conversion prices; and (xii) the Companies Acts 1963 to 2013 and every statute or other provision of law modifying, extending or re-enacting them. Shareholders are hereby advised that the following documents form an integral part of the Prospectus: 1. the Leaflet in respect of Metzler Premier Merkur Fund dated 14 February 2014. Shareholders are also advised that the following sub-funds of the Company are in existence. No application has been made for a public marketing licence for the below listed sub-funds, in addition, these sub-funds may not be marketed in Germany. 1. METZLER Premier Jupiter Fund; 2. METZLER Premier Saturn Fund; 3. METZLER Premier Uranus Fund; and 4. METZLER Premier Venus Fund. Subscription and Redemption Prices shall be published on www.metzlerireland.com on each Dealing Day and may be published on Reuters or Bloomberg or in the Frankfurter Allgemeine Zeitung in Germany and in such other publication(s) or such electronic media, as the Manager may from time to time consider appropriate and notify in advance to Shareholders, and will be available on request from the Manager, whose determination of the Subscription and Redemption Prices shall be conclusive in the absence of manifest error. The publication of possible shareholder notifications will be made in the German electronic Bundesanzeiger and are available from the German Information Agent.

ABM\1530474.43 50 APPENDIX 4

AUSTRIAN SPECIFIC INFORMATION

The following additional information is addressed to potential investors of the Company in Austria. This information specifies and completes the Prospectus as far as sales activities in Austria are concerned.

Paying and information agent for funds (the “ Austrian Paying Agent ”) of the Company in Austrian is:

Erste Bank der österreichischen Sparkassen AG (the “ Erste Bank “) Graben 21 1010 Wien Austria

Redemption and conversion applications for shares in the Company can be submitted to the Austrian Paying Agent or through a Recognised Clearing System. All payments, redemption proceeds, possible distributions and other payments may be paid to the shareholders on the request of the Austrian Paying Agent by bank transfer.

Copies of the following documents may be obtained, free of charge, from the Austrian information agent or shareholders may view the documents at the offices of the Paying Agent at the above named address:

• the Key Investor Information Document (the “ KIID ”) • sales prospectus • memorandum and articles of association • audited annual financial statements • unaudited semi annual financial statements • subscription and redemption prices • other details and documentation.

The following Funds of the Company are authorised for public marketing in Austria:

• Metzler Premier Merkur Fund

ABM\1530474.43 51 APPENDIX 5

LUXEMBOURG SPECIFIC INFORMATION

The following additional information is addressed to potential investors of the Company in Luxembourg. This information specifies and completes the Prospectus as far as sales activities in Luxembourg are concerned.

Representation agent for funds (the “ Luxembourg Paying and Representation Agent ”) of the Company:

BNP Paribas Securities Services S.C.A Luxembourg Branch 33, Rue de Gasperich L-5826 Hesperange Luxembourg

Redemption and conversion applications for shares in the Company can be submitted to the Luxembourg Representation Agent or through a Recognised Clearing System. All payments, redemption proceeds, possible distributions and other payments may be paid to the shareholders on the request of the Luxembourg Representation Agent by bank transfer.

Copies of the following documents may be obtained, free of charge, from the Luxembourg information agent or shareholders may view the documents at the offices of the Luxembourg Representation Agent at the above named address:

The following Funds of the Company are authorised for public marketing in Luxembourg:

• Metzler Premier Merkur Fund

ABM\1530474.43 52

ANNEX I

Dated 20 May 2015

Explanation of defined variable terms used in Prospectus

EEA Member State The current member states of the EEA are as follows: ó The 28 Member States of the European Union as listed below ó Norway ó Iceland and ó Liechtenstein.

European Union Member States 1. Austria 2. Belgium 3. Bulgaria 4. Croatia 5. Cyprus 6. Czech Republic 7. Denmark 8. Estonia 9. Finland 10. France 11. Germany 12. Greece 13. Hungary 14. Ireland 15. Italy 16. Latvia 17. Lithuania 18. Luxembourg 19. Malta 20. Poland 21. Portugal 22. Romania 23. Slovak Republic 24. Slovenia 25. Spain 26. Sweden 27. The Netherlands 28. United Kingdom

Investment Managers The following Investment Manager has been appointed to provide discretionary investment management services to the Fund:

• Metzler Asset Management GmbH Investment Adviser Metzler Private Banking (which is a division of B. Metzler seel. Sohn & Co. KGaA (Metzler Banking)) has been appointed to provide investment advice to the Investment Manager for all the Funds

ABM\1530474.43 53 except Metzler Premier Uranus Fund. Huber, Reuss & Kollegen Vermögensverwaltung GmbH has been appointed to provide investment advice to the Metzler Premier Uranus Fund.

ICMA The list of International Capital Market Association full members can be found on http://www.icma-group.org/

OECD Member States 1. Australia; 2. Austria; 3. Belgium; 4. Canada; 5. Chile; 6. Czech Republic; 7. Denmark; 8. Estonia; 9. Finland; 10. France; 11. Germany; 12. Greece; 13. Hungary; 14. Iceland; 15. Ireland; 16. Israel; 17. Italy; 18. Japan; 19. Korea; 20. Luxembourg; 21. Mexico; 22. Netherlands; 23. New Zealand; 24. Norway; 25. Poland; 26. Portugal; 27. Slovak Republic 28. Slovenia; 29. Spain; 30. Sweden; 31. Switzerland; 32. Turkey; 33. United Kingdom; and 34. United States.

ABM\1530474.43 54 ANNEX II

Dated 20 May 2015

Current Tax Rates in Ireland

Tax Current Rate Dividend Withholding Tax 20% Income Tax (Standard Rate) 20% Capital Gains Tax 33% Capital Acquisitions Tax 33%

ABM\1530474.43 55 ANNEX III

Dated 20 May 2015

Relevant Benchmark Indices for VaR Calculation

Fund Name Reference Benchmarks Explanation

This is a fixed component index designed to provide a 70% STOXX 600 Total Return representation of large, mid Index and small capitalisation companies across 18 countries of the European region. MSCI World Index is a freefloat weighted equity Metzler Premier Saturn index comprising over 6,000 Fund “world” stocks. It is often used as a common benchmark for “world” or 30% MSCI – World Index – “global” stock funds. The Net TR index includes a collection of stocks of all the developed markets in the world as defined by MSCI. The index excludes stocks from emerging and frontier economies. EURO STOXX 50 Return Index is a capitalisation- weighted total return index Metzler Premier 100% Euro Stoxx 50 - Return of 50 European blue-chip Uranus Fund Index stocks from those countries participating in the European Monetary Union.

Please see the explanation

already provided in this Metzler Premier Venus 100% Euro Stoxx 50 - Return chart. Fund Index

Please see the explanation Metzler Premier 100% Euro Stoxx 50 - Return already provided in this Merkur Fund Index chart.

Please see the explanation Metzler Premier Jupiter 100% Euro Stoxx 50 - Return already provided in this Fund Index chart.

ABM\1530474.43 56 INTERPRETATION

In this Prospectus the following terms have the following meanings:

“Accounting Date ” is the date referred to in Section 9.

“Acts ” means the Companies Act 1963 to 2013 and every statute or other provision of law modifying, extending or re-enacting them or any of them.

“Articles of Association ” means the Articles of Association of the Company which contain, among other things, the principles, policies and conditions of business conduct of the Company.

“Business Day ” means any day on which banks are open for business in both Dublin and Frankfurt am Main.

“Central Bank ” means the Central Bank of Ireland and any successor regulator of the Company.

“Class ” means the different classes of Shares that may be issued within a Fund by the Directors in accordance with the requirements of the Central Bank. Details of the different characteristics applicable to each Class of Share may be set out in this Prospectus or in any leaflet thereto. Classes of Share can be distinguished by rights, commission charges, currency or other characteristics.

“Clearstream ” means the Clearstream Clearance System operated by Clearstream Banking AG, Frankfurt am Main and/or its group companies or affiliates.

“Collective Investment Schemes ” or “CIS” means collective investment schemes established as UCITS and/or Collective Investment Schemes other than UCITS in which the Funds may invest.

“Collective Investment Schemes other than UCITS” means those schemes listed in Section 5.1 (e).

“Company ” means Metzler Premier Funds Public Limited Company.

“Custodian ” means Brown Brothers Harriman Trustee Services (Ireland) Limited.

“Dealing Day ” means such Business Day as the Directors may determine in respect of a particular Fund on which Shares of the Fund may be issued, redeemed or converted provided that there shall not be less than one Dealing Day in respect of each Fund in each fortnightly period except during a period of suspension of issues and redemptions of Shares as described in Section 7F provided that if the Manager decides to change such day or the interval between such days (other than in the case of a temporary change) it shall give reasonable notice of such change to the Shareholders in the relevant Fund. Unless otherwise specified in a Leaflet for the Fund, each Business Day shall be a Dealing Day.

“Dealing Deadline” means the cut-off time for receipt of subscriptions, redemptions and conversion requests for Shares in the Funds, which, unless otherwise specified in a Leaflet for a Fund will be 11am GMT on the Business Day preceding a relevant Dealing Day.

“Directors ” means the directors of the Company for the time being and includes a properly convened meeting of any two or more of the directors of the Company. A list of

ABM\1530474.43 57 the current directors is set out on pages 4, 5 and 6 above and may be amended from time to time.

“Distributor ” means any entities that may be appointed by the Manager from time to time as distributor to the Company.

“EEA Member State ” means, each member state of the European Economic Area. The list of current EEA Member States is set out in Annex I to this Prospectus.

“Emerging Market” means any country or market determined by the Directors in their absolute discretion, to be an emerging country as classified by at least one supranational authority or included in a relevant emerging market index, for example, but not limited to, the MSCI Emerging Market Index or the JPM Emerging Markets Bond Index Global Diversified. For the time being such supra-national authorities are the World Bank, the International Monetary Fund and the OECD.

“Euro ” or “ €” means the currency referred to in the second sentence of Article 2 of the Council Regulation (EC) No. 974/98 of 3 May 1998 and as adopted as the single currency of the participating European Union Member States.

“Euroclear ” means Euroclear Clearance System operated by Morgan Guaranty Trust Company of New York, Brussels Office.

“Equalisation ” means a fund administration process which ensures that during the fiscal year of a Fund the net earnings per Share are neither diluted nor inflated by the issue, redemption or conversion of Shares.

“Equivalent Rating ” in the case of any security not rated by S&P or Moody’s means an equivalent rating to the relevant rating by S&P or Moody’s, which rating is issued by another Rating Agency as determined by the Manager.

“European Union Member State ” or “ EU Member State ” means a country which, for the time being, is a member state of the European Union. The list of current EU Member States is set out in Annex I to this Prospectus.

“Exempted Irish Investor” means

• a pension scheme which is an exempt approved scheme within the meaning of Section 774 of the Taxes Act or a retirement annuity contract or a trust scheme to which Section 784 or Section 785 of the Taxes Act applies;

• a company carrying on life business within the meaning of Section 706 of the Taxes Act;

• an investment undertaking within the meaning of Section 739B(1) of the Taxes Act;

• a special investment scheme within the meaning of Section 737 of the Taxes Act;

• a charity being a person referred to in Section 739D(6)(f)(i) of the Taxes Act;

• a qualifying management company within the meaning of Section 734(1) of the Taxes Act;

ABM\1530474.43 58 • a unit trust to which Section 731(5)(a) of the Taxes Act applies;

• a specified company within the meaning of Section 734(1) of the Taxes Act;

• a person who is entitled to exemption from income tax and capital gains tax under Section 784A(2) of the Taxes Act where the Shares held are assets of an approved retirement fund or an approved minimum retirement fund;

• a person exempt from income tax and capital gains tax by virtue of Section 848E of the Taxes Act where the Shares held are assets of a special savings incentive account;

• a person who is entitled to exemption from income tax and capital gains tax by virtue of Section 787I of the Taxes Act and the Shares are assets of a PRSA;

• a credit union within the meaning of Section 2 of the Credit Union Act 1997;

• a company in respect of its investment in a money market fund within the meaning of Regulation (EC) No 2423/2001 of the European Central Bank of 22/11/2001, where such company is within the charge to corporation tax;

• the National Pensions Reserve Fund Commission or a commission investment vehicle (within the meaning given by section 2 of the National Pensions Reserve Fund Act 2000 (as amended by section 2 of the Investment of the National Pensions Reserve Fund and Miscellaneous Provisions Act 2009));

• the State acting through the National Pensions Reserve Fund Commission, or a commission investment vehicle (within the meaning given by section 2 of the National Pensions Reserve Fund Act 2000 (as amended by section 2 of the Investment of the National Pensions Reserve Fund and Miscellaneous Provisions Act 2009));

• a Qualifying Company which has supplied details of its corporation tax reference number to the Company;

• the National Asset Management Agency;

• an investment limited partnership within the meaning of section 739J of the Taxes Act;

• the National Treasury Management Agency or a Fund investment vehicle (within the meaning of section 37 of the National Treasury Management Agency (Amendment) Act 2014) of which the Minister for Finance is the sole beneficial owner, or the State acting through the National Treasury Management Agency, and the National Treasury Management Agency has made a declaration to that effect to the Company; or

ABM\1530474.43 59 • an Intermediary acting on behalf of persons who are neither Resident in Ireland nor Ordinarily Resident in Ireland for tax purposes or an Intermediary acting on behalf of the persons Resident in Ireland listed above,

provided that a Relevant Declaration has been made (where necessary) and is in the possession of the Company prior to the occurrence of a chargeable event.

“Fund ” means any separate sub-fund of the Company maintained and established from time to time in accordance with the requirements of the Central Bank.

“ICMA ” means the International Capital Market Association (formerly the Association of International Bond Dealers (AIBD)). Further details are set out at Annex I to this Prospectus.

“Information Agent ” means an information agent appointed by the Company or Manager in a jurisdiction in which shares are registered for sale.

“Intermediary” means a person who:-

• carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on behalf of other persons; or

• holds Shares in an investment undertaking on behalf of other persons.

“Investment Manager ” means an entity specialising in professional investment management of investment portfolios. The list of Investment Managers appointed by the Manager and the Funds in respect of which they have been appointed is set out in Annex I to this Prospectus.

“Investment Adviser ” means an entity appointed to provide investment advice to the Investment Manager. The list of Investment Advisers appointed by the Investment Manager and the Funds in respect of which they have been appointed is set out in Annex I to this Prospectus.

“Investment Grade ” means a rating of better than BB+ as rated by S&P or better than Ba1 as rated by Moody’s or an Equivalent Rating.

“Ireland ” means Republic of Ireland.

“Irish Resident” means a person having Residence in Ireland.

“Irish Ordinary Resident” means:

• in the case of an individual, means an individual who is ordinarily resident in Ireland for tax purposes.

• in the case of a trust, means a trust that is ordinarily resident in Ireland for tax purposes.

The term “ordinary residence” as distinct from “residence”, relates to a person’s normal pattern of life and denotes residence in a place with some degree of continuity.

An individual who has been resident in Ireland for three consecutive tax years becomes ordinarily resident with effect from the commencement of the fourth tax year.

ABM\1530474.43 60 An individual who has been ordinarily resident in Ireland ceases to be ordinarily resident at the end of the third consecutive tax year in which s/he is not resident.

“Issuer ” means an entity issuing securities such as equities and bonds, including, without limitation, any government, state, municipality, limited company, agency, banking institution or supranational institution.

“Leaflet” means the explanatory leaflet issued by the Company in connection with each respective Fund and which is supplemental to, and forms an integral part of, the Prospectus.

“Manager ” means Metzler Ireland Limited.

“Memorandum and Articles of Association ” means the Memorandum and Articles of Association of the Company.

“Minimum Initial Subscription Amount ” means such minimum amount for the initial subscription of Shares of any Fund that must be subscribed for by an investor in a Fund as determined by the Directors from time to time. The current minimum initial subscription amounts for each Fund are set out in the applicable Leaflet for the relevant Fund.

“Money Market Instruments ” means instruments normally dealt in on the money market which :

(i) are liquid, ie. capable of being converted to cash within 7 Business Days at a price closely approximating their current value; and

(ii) have a value which can be accurately determined at any time.

Money Market Instruments shall include deposits, treasury bills, demand notes, promissory notes, commercial paper, negotiable certificates of deposit, floating rate notes or any transferable debt securities with a maturity of generally one year or less.

“Month ” means a calendar month.

“Moody’s ” means Moody’s Investors Services and its successors.

“Net Asset Value ” or “NAV” means the total net aggregate value of the assets of a Fund on any particular Business Day. The Net Asset Value per Share is the Net Asset Value divided by the number of Shares in issue in the relevant Fund at the relevant Valuation Point. The Net Asset Value is calculated at least twice in every month and in accordance with the Articles of Association, the relevant provisions of which are summarised in Section 8 hereto.

“Notices ” means the UCITS Series Notices issued from time to time by the Central Bank.

“OECD ” means the Organisation for Economic Co-Operation and Development and its members from time to time. The list of current member states of the OECD is set out in Annex I to this Prospectus.

“Paying Agent ” means a Paying Agent and/or a representative and Paying Agent appointed by the Company or the Manager in a jurisdiction in which Shares are registered for sale.

ABM\1530474.43 61 “Prospectus ” means this document which serves as an offer of shares in the Company and serves as the long version of the sales prospectus as required under the Regulations. The Fund Leaflets are supplemental to, and form an integral part of, the Prospectus.

“PRSA” means a Personal Retirement Savings Account within the meaning of Chapter 2A of Part 30 of the Taxes Act.

“Qualifying Company ” means a qualifying company within the meaning of Section 110 of the Taxes Act.

“Rating Agency ” means Moody’s or S&P or an internationally recognised securities rating agency which shall be substituted for S&P or Moody’s or both.

“Recognised Clearing System ” includes any of the following clearing systems;

• BNY Mellon Central Securities Depository SA/NV (BNY Mellon CSD); • Central Moneymarkets Office; • Clearstream Banking SA; • Clearstream Banking AG; • CREST; • Depository Trust Company of New York; • Deutsche Bank AG, Depository and Clearing System; • Euroclear; • Japan Securities Depository Centre (JASDEC); • Monte Titoli SPA; • Netherlands Centraal Instituut voor Giraal Effectenverkeer BV; • National Securities Clearing System; • Sicovam SA; • SIS Sega Intersettle AG; • The Canadian Depository for Securities Ltd; • VPC AB (Sweden); and Any other system for clearing securities which is designated by the Revenue Commissioners as a recognised clearing system.

“Recognised Market ” means with the exception of permitted investments in unlisted securities or in units of open-ended collective investment schemes, the Company’s investments will be restricted to securities listed or traded on exchanges and markets listed below:

Stock Exchanges

(i) all stock exchanges in a European Union Member State;

(ii) all stock exchanges in the remaining EEA Member States (with the exception of Liechtenstein);

(iii) a stock exchange located in:

ABM\1530474.43 62 ó Australia ó Canada ó Japan ó Hong Kong ó New Zealand ó Switzerland ó USA; and

(iv) any of the following stock exchanges: the Buenos Aires Stock Exchange in Argentina, the Bahrain Stock Exchange, the Dhaka Stock Exchange in Bangladesh, the Sao Paulo Stock Exchange in Brazil, the Santiago Stock Exchange in Chile, the Shanghai Stock Exchange in China, the Bogota Stock Exchange in Colombia, the Zagreb Stock Exchange in Croatia, the Cairo Stock Exchange in Egypt, the National Stock Exchange of India, the Jakarta Stock Exchange in Indonesia, the Tel-Aviv Stock Exchange in Israel, the Amman Stock Exchange in Jordan, The Kazakhstan Stock Exchange, the Nairobi Stock Exchange in Kenya, the Kuwait Stock Exchange in Kuwait, the Beirut Stock Exchange in the Lebanon, the Kuala Lumpar Stock Exchange in Malaysia, the Stock Exchange of Mauritius, the Casablanca Stock Exchange in Morocco, the Mexican Stock Exchange in Mexico, the Nigerian Stock Exchange, the Muscat Securities Market in Oman, the Karachi Stock Exchange in Pakistan, the Lima Stock Exchange in Peru, the Philippine Stock Exchange in the Philippines, the Doha Securities Market in Qatar, the MICEX-RTS Stock Exchange and level 1 or level 2 of the RTS Stock Exchange in Russia, the Belgrade Stock Exchange in Serbia, the Singapore Stock Exchange, the Johannesburg Stock Exchange in South Africa, the Korea Stock Exchange in South Korea, the Colombo Stock Exchange in Sri Lanka, the Taiwan Stock Exchange in Taiwan, the Stock Exchange of Thailand, the Istanbul Stock Exchange in Turkey, the Ukrainian Stock Exchange, the Abu Dhabi Securities Exchange and the Dubai Financial Market in the United Arab Emirates, the Caracas Stock Exchange in Venezuela and the Ho Chi Minh Stock Exchange in Vietnam

Markets

(i) any over-the-counter derivatives market approved in a Member State of the EEA (excluding those already listed below);

(ii) any of the following derivatives markets: any derivatives market approved in a Member State of the EEA (with the exception of Liechtenstein), the Australian Securities Exchange Limited via the SFE Corporation Limited, the Australian Options Market and the Sydney Futures Exchange in Australia, the Bolsa de Valores de São Paulo and the Bolsa de Mercadorias e Futuros in Brazil, the Winnipeg Commodity Exchange and the Montreal Futures Exchange in Canada, the Hong Kong Futures Exchange in Hong Kong, the Tokyo Stock Exchange and Osaka Securities Exchange in Japan, the Korea Futures Exchange in Korea, the Singapore Exchange, the South African Futures Exchange, the Eurex Futures Exchange, Zurich in Switzerland, the Taiwan Futures Exchange in Taiwan, the Thailand Futures Exchange in Thailand, the Turkish Derivatives Exchange in Turkey, the American Stock Exchange, the Boston Options Exchange, the CBOE Futures Exchange, the Chicago Board Options Exchange, the Chicago Climate Futures Exchange, the CME Group, the ICE Futures U.S., the IntercontinentalExchange, the International Securities Exchange, the ISE Stock Exchange, the Mercado Mexicano de Derivados in Mexico, the

ABM\1530474.43 63 Nasdaq Stock Market, the New York Mercantile Exchange, the NYSE Euronext, OneChicago, the Philadelphia Stock Exchange, the U.S. Futures Exchange in the United States;

(iii) the market organised by the ICMA;

(iv) the market conducted by the “ listed money market institutions ” as described in the Financial Services Authority publication “Regulation of Wholesale Cash and OTC Derivatives Markets: The Grey Paper”, as amended from time to time;

(v) AIM - the Alternative Investment Market in the UK, regulated and operated by the London Stock Exchange;

(vi) the over-the-counter market in Japan regulated by the Securities Dealers Association of Japan;

(vii) NASDAQ in the United States;

(viii) the market in US government securities conducted by primary dealers regulated by the Federal Reserve Bank of New York;

(ix) the over-the-counter securities market in the United States of America regulated by the Financial Industry Regulatory Authority (FINRA);

(x) the French market for “Titres de Créance Negotiable (over-the-counter market in negotiable debt instruments);

(xi) NASDAQ Europe. NASDAQ Europe is a recently formed market and the general level of liquidity may not compare favourably to that found on more established exchanges;

(xii) the over-the-counter market in Canadian Government Bonds, regulated by the Investment Dealers Association of Canada; and

(xiii) the over-the-counter market in Germany, conducted by participants/counterparties regulated by the Federal Financial Supervisory Authority (BaFin).

The exchanges and markets are also listed in the Memorandum and Articles and in accordance with the requirements of the Central Bank, which does not issue a list of approved markets.

“Redemption Price ” means the Net Asset Value per Share on a Dealing Day subject to the possible deduction therefrom of any applicable redemption charges.

“Regulations ” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended).

“Relevant Declaration ” means the declaration relevant to Shareholders, who are Exempted Irish Investors or are neither Irish Resident nor Irish Ordinary Resident (or Intermediaries acting for such investors), as set out in Schedule 2B of the Taxes Act.

“Relevant Period ” means in relation to a Share in the Company, a period of eight years beginning with the acquisition of a Share by a Shareholder and each subsequent period of eight years beginning immediately after the end of the preceding Relevant Period for as long as the Shareholder holds that Share.

ABM\1530474.43 64 “Residence ” means:

In the case of an individual:

An individual will be regarded as being resident in Ireland for a twelve month tax year if s/he:

- spends 183 days or more in Ireland in that twelve month tax year;

- has a combined presence of 280 days in Ireland, taking into account the number of days spent in Ireland in that twelve month tax year together with the number of days spent in Ireland in the preceding twelve month tax year.

Presence in a twelve month tax year by an individual of not more than 30 days in Ireland will not be reckoned for the purpose of applying the two year test. Presence in Ireland for a day means the personal presence of an individual in Ireland at any time during that day.

In the case of a company:

A company which has its central management and control in Ireland is resident in Ireland irrespective of where it is incorporated. A company which does not have its central management and control in Ireland but which is incorporated in Ireland is resident in Ireland except where the company is regarded as resident in another jurisdiction and not resident in Ireland under a double taxation treaty between Ireland and another country.

It should be noted that the determination of a company’s residence for tax purposes can be complex in certain cases and potential investors are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act.

“Revenue Commissioners” means the Revenue Commissioners of Ireland.

“S&P ” means Standard & Poor’s Corporation and its successors.

“Share ” or “ Shares ” means a participating share in the capital of the Company of no par value issued subject to and in accordance with the Acts, the Regulations and the Memorandum and Articles of Association of the Company with the rights provided for thereunder representing an economic interest in a Fund.

“Shareholder ” means a person who is registered as the holder of Shares in the Shareholder Register for the time being kept by or on behalf of the Company.

“Shareholder Register ” means the register maintained recording the details of the Shareholders in accordance with the provisions of the Acts.

“Subscriber Share ” means a subscriber share in the capital of the Company issued in accordance with the Articles of Association. Subscriber Shares cannot be acquired by investors.

“Subscription Price” means the Net Asset Value per Share on a Dealing Day subject to the possible addition thereto of any applicable subscription charges.

“Taxes Act” means the Taxes Consolidation Act 1997 (as amended) of Ireland.

ABM\1530474.43 65 “Transferable Securities ” means shares in companies and other securities equivalent to shares in companies, bonds and other forms of securitised debt and any other negotiable securities which carry the right to acquire any such Transferable Securities by subscription or exchange, other than techniques and instruments utilised for efficient portfolio management.

“UCITS ” means an undertaking the sole object of which is the collective investment in Transferable Securities and/or other liquid financial assets permitted under the Regulations of capital raised from the public and which operates on the principle of risk- spreading and the units of which are at request of the holders repurchased or redeemed directly or indirectly out of those undertakings’ assets. Action taken by a UCITS to ensure that the stock exchange value of its units does not vary significantly from their Net Asset Value shall be regarded as equivalent to such repurchase or redemption. Other liquid financial assets include cash deposits, financial derivative instruments, other collective investment undertakings, index tracking funds and Money Market Instruments.

“UCITS Directive ” means the Council Directive 85/611/EEC of the European Community as amended by the Council Directive 2001/108/EC (the “UCITS Product Directive”) and the Council Directive 2001/107/EC (the “UCITS Management Directive”) and Directive 2009/65/EC and as may be further amended from time to time; and

“Valuation Point ” unless otherwise specified in a Leaflet for a Fund means 12.30am GMT (or such other time as the Directors may in their discretion determine) on the weekday (Monday - Friday) immediately following the Dealing Deadline, being the time at which the latest available closing prices on relevant Recognised Markets are used for the purpose of the valuation of assets and liabilities of a Fund (details of which are set out in Section 8).

ABM\1530474.43 66 LIST OF PARTIES AND ADDRESSES

The Company Metzler Premier Funds Public Limited Company

Secretary Robert Burke

Registered Office Kilmore House Spencer Dock North Wall Quay Dublin 1 Ireland

Board of Directors Robert Burke Edmund Konrad Frank Peter Martin Keith Milne Damien Owens Andreas Schmidt Gerhard Wiesheu Deirdre Yaghootfam

Distributors Metzler FundServices GmbH (formerly Metzler Servicegesellschaft für Vertriebspartner mbH) Untermainanlage 1 60329 Frankfurt am Main Germany

Metzler Asset Management GmbH Untermainanlage 1 60329 Frankfurt am Main Germany

Manager Metzler Ireland Limited and Promoter Kilmore House Spencer Dock North Wall Quay Dublin 1 Ireland

Paying Agents Erste Bank der oesterreichischen Sparkassen AG Graben 21 1010 Vienna Austria

BNP Paribas Securities Services S.C.A Luxembourg 33, Rue de Gasperich L-5826 Hesperange Luxembourg

Information Agent B. Metzler seel. Sohn & Co. KGaA Untermainanlage 1 60329 Frankfurt am Main Germany

ABM\1530474.43 67

Custodian Brown Brothers Harriman Trustee Services (Ireland) Limited 30 Herbert Street Dublin 2 Ireland

Investment Manager Metzler Asset Management GmbH Untermainanlage 1 60329 Frankfurt am Main Germany

Investment Advisers The Metzler Private Banking division of B. Metzler seel. Sohn & Co. KGaA Untermainanlage 1 60329 Frankfurt am Main Germany

Huber, Reuss & Kollegen Vermögensverwaltung GmbH Steinsdorfstraße 13 80538 München Germany

Independent Auditors KPMG Chartered Accountants 1 Harbourmaster Place IFSC Dublin 1 Ireland

Principal Banker Brown Brothers Harriman & Co. 140 Broadway New York, NY 100005-1101 USA

Legal Advisers McCann FitzGerald Ireland Riverside One Sir John Rogerson’s Quay Dublin 2 Ireland

ABM\1530474.43 68 Metzler Premier Funds plc

Financial Statements for the Half Year Ended 30 June 2016

Unaudited Table of Contents

Investment Reviews 3

Portfolio and Statement of Changes in Investments 11

Fund Summary Information 25

Statement of Net Assets 26

Notes to the Financial Statements 28

Additional Disclosures to the Shareholders of Metzler Premier Funds plc 45

Management and Administration 46

2 Investment Reviews Metzler Premier Saturn Fund

Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in a broad portfolio of equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

Fund Report The past months were heavily influenced by political decisions. The most recent decision was the UK’s ‘Brexit’ vote by a small majority against remaining in the European Union. Given that only a very small number of financial market participants had expected this result, it resulted in heavy turbulence on the capital and currency markets. However, the long-term political and economic consequences of Brexit are still largely unforeseeable at present. The way in which the exit negotiations are conducted and in which UK-European trade relations are reshaped will play a particularly important role in determining the extent of negative repercussions for the real economy. The increase of exit-forces in other EU states poses a significant risk in this context as well. In the second half of the year, the political spotlight is expected to increasingly shift to the US. The most recent capital market trends can be best described as a reflection of uncertainty. While the government bonds of safe havens benefitted from the turbulent events of the past weeks, European stocks in particular took a hit in the first half of the year: The STOXX Europe 50 and the German DAX were down 6.9% and 9.9%, respectively since the start of the year and the British FTSE 100 posted losses from the perspective of euro investors as well (-5.7%). Outside of Europe, the Japanese Nikkei 225 came under pressure, falling -4.8% since the start of the year, while the US S&P 500 posted a gain of 1.9%. The MSCI Emerging Markets Index rose 4.4% in the same period. Globally, the losses in the first half of the year totalled around 1.2% measured against the MSCI World index.

Most of the euro's appreciation against the US dollar during the year was lost, closing most recently at only around 1.9% more than at the start of the year. On the other hand, the euro posted substantial gains against the British pound, appreciating by around 13.2%, given that the pound came under heavier pressure from Brexit than the European single currency. The euro largely remained stable against the Swiss franc in the first half of the year (-0.4%) and lost substantial ground to the Japanese yen (- 12.5%). As stated above, we continue to forecast solid growth for the world economy on the basis of our analyses. This growth will be spurred by the robust trend in the US and a continuing recovery in Europe in spite of Brexit. Following a period of declining growth figures, the emerging markets are expected to make a positive contribution to growth as well, even though their situation remains highly heterogeneous.

In our opinion, staying the course of growth lays the foundations for the stabilisation of gains and also offers the potential for continuing increases in gains in the quarters ahead. In this context, we continue to see great potential for European stocks on the basis of their historically low margins in comparison to US companies. However, we consider the current market consensus forecasts for growth rates in 2017 to be overly ambitious. Our assessment of the emerging markets is that their low valuations, and solid outlook on a global comparison, continue to indicate increasing gains. However, numerous political vagaries stand in the way of this. In spite of the generally positive fundamental assessment of the outlook for equity investments, we successively reduced the investment ratio of the fund from around 94% to 80% during the first half of the year against the background of a deteriorating assessment of the market structure. In addition, we constructed a partial hedge over the time of the Brexit referendum which temporarily brought down the investment ratio to around 70%. No major changes were made to our geographic positioning and, with regard to our allocation per sector, we cut down on cyclically sensitive sectors, lowering the chemicals and banking sectors and raising construction and oil & gas. We bolstered our high weightings for the industry, health and technology sectors due to their continuing positive forecasts.

3 Investment Reviews Metzler Premier Saturn Fund

Performance in review period% (5.97)

Structure of the Fund as at 30.06.2016

Net Assets EUR 71,724,344

Shares in Issue 515,000.000

Net Asset Value per Share EUR 139.27

ISIN IE00B28QM968

WKN A0M53M

4 Investment Reviews Metzler Premier Uranus Fund

Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

Fund Report In the first half of the year 2016, we saw a volatile behavior of the global capital markets. In particular the European an Asian markets showed signs of huge risk aversion. The worries about China and the risk of a slow-down in the US GDP-growth made a lot of investors nervous. Share prices of companies with a cyclical business model clearly came under pressure. Now it requires a suitable catalyst to break through this negative circulation. It's too early to expect this environment to change, because the global economic conditions are still deteriorating. The commodity markets were in turbulence because of these worries about the constitution of the world economy. The oil price bottomed out after Iran´s return to the market. The impact has been less dramatic than expected, and OPEC production fell in february. Respectable growth figures came from Europe and China. However, the evidence of a stabilization of the economy has yet to be come. The US economy data did not meet the high expectations. The risk of an economic slowdown has increased significantly. The uncertainties caused by Britain's vote to leave the European Union at the end of the half year will cause euro zone economic growth to decelerate to 1.4 per cent in 2017 from 1.6 per cent this year, and downside risks are already piling up, the International Monetary Fund (IMF) said. The British pound plunged to new 30 year low. In consequence the Federal Reserve policymakers decided in June that interest rates should stay on hold until they have a handle on the consequences of Britain's vote on EU membership, according to the minutes of the Fed's June policy meeting. Analysts were also concerned that the continued political uncertainty will hurt capital outflows and spur companies to delay investments, potentially tipping the economy into a recession. In our view this gives new opportunities for export oriented companies in UK during the next years. Gold and Silver showed a strong recovery in the first six month. Our positions Newmont Mining and Goldcorp participated from a new strong upward trend in this segment. Here we see further price potential for the next years. If we look at the economic and political basic conditions, it should be clear, that our strategy for the portfolio selection remains defensive. We are optimistic, that we can catch up some interesting investment opportunities in the second half of the year.

Performance in review period % (4.70)

Structure of the Fund as at 30.06.2016

5 Investment Reviews Metzler Premier Uranus Fund Net Assets EUR 61,789,146

Shares in Issue 550,400.000

Net Asset Value per Share EUR 112.26

ISIN IE00B28QMB83

WKN A0M53N

6 Investment Reviews Metzler Premier Venus Fund

Investment Principle The investment objective of the Fund is to achieve long term capital appreciation through investment in a portfolio of equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

Fund Report The year started with continued and renewed worries about the Chinese economy. High debt levels, low demand, high outflows from China etc. And as a consequence equity markets, especially in developed markets, fell significantly and slightly recovered towards the end of the first quarter. The ECB extended its bond purchase programme from EUR 60 bn to EUR 80 bn p.m. besides various significant other measures. The oil price increased from around 30 USD/bbl in mid January to 50 USD at the end of the reporting period. But neither helped to soothe the markets. Especially the British referendum on the UK’s exit (Brexit) or remaining part of the EU weighed on the markets and increased volatility; when UK citizens finally decided by a close vote to leave the EU capital markets reacted strongly as was to be expected. The British Pound dropped by 10% both vs. the USD as well as the EUR. Equity markets eradicated billions of EUR in market cap. The outcome is yet unclear but it seems as if companies are treading warily regarding their business strategies in the UK; so far many an investment is being postponed, quite a few employees have been laid off, the odd factory’s relocation has been announced and real estate in London has become shaky. It cannot yet be said what the outcome is going to be. However, towards the end of June no negative signs as a result from the “Brexit” have become apparent. As far as the bond markets are concerned “safe” havens yielded even less and liquidity has been curtailed by the ECB’s purchase programme. The situation is being exacerbated by the fact that investment grade corporate bonds are now included in the programme. Even Italian and Spanish government bonds at the short end of the curve are now returning negative yields. It remains to be seen if this leads to increased equity investment.

The market weakness in February was used to set up positions in Deutsche Post, Solvay and Saint Gobain and to add to the position in Intesa. Heidelberg Cement was completely sold as it had reached our target. Later in April in anticipation of steadier markets we increased the holdings in Linde, Roche and K+S and initiated Metro owing to the company split in “Cash-and-Carry” and “Media Markt/ Saturn”. In late May Michelin, having reached our ascribed fair value, was switched into Continental whose business profits from the “electrification” and growing complexity of “auto-mobility”. At the same time we also increased the investment in BHP Billiton as the steel market and general market sentiment in commodities stabilised. Owing to the impending Brexit vote, valuation and business performance the number of shares of Bauer AG was halved; we also sold the entire position in Infineon as they had risen fast and reached a stretched valuation. We used the market turmoil in the aftermath of the Brexit in order to buy SAP and swapped BBVA (coup in Turkey, EM activities) mostly into the existing position in ING and a smaller part into Intesa. The liquidity in the fund amounts to 14.4%.

7 Investment Reviews Metzler Premier Venus Fund

Performance in review period % (9.58)

Structure of the Fund as at 30.06.2016

Net Assets EUR 34,965,647

Shares in Issue 288,638.281

Net Asset Value per Share EUR 121.14

ISIN IE00B28QMC90

WKN A0M53D

8 Investment Reviews Metzler Premier Merkur Fund

Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets. The Fund may also invest in debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

Fund Report The past months were heavily influenced by political decisions. The most recent decision was the UK’s ‘Brexit’ vote by a small majority against remaining in the European Union. This led to heavy turbulence on the capital and currency markets. However, the long-term political and economic consequences of Brexit are still largely unforeseeable at present. The way in which the exit negotiations are conducted and in which UK-European trade relations are reshaped will play a particularly important role in determining the extent of negative repercussions for the real economy. The increase of exit-forces in other EU states poses a significant risk in this context as well. In the second half of the year, the political spotlight is expected to increasingly shift to the US. The most recent capital market trends can be best described as a reflection of uncertainty. While the government bonds of safe havens benefitted from the turbulent events of the past weeks, several equity markets (calculated in euros) took a big hit to some extent. European stocks in particular were beaten down in the first half of the year: The STOXX Europe 50 and the German DAX were down 6.9% and 9.9%, respectively since the start of the year, and the British FTSE 100 posted losses from the perspective of euro investors as well (-5.7%). On the currency market, most of the euro's appreciation against the US dollar during the year was lost, closing most recently at only around 1.9% more than at the start of the year. On the other hand, the euro posted substantial gains against the British pound due to Brexit, appreciating by around 13.2%. The euro largely remained stable against the Swiss franc in the first half of the year (-0.4%).

As stated above, we continue to forecast solid growth for the world economy on the basis of our analyses. This growth will be spurred by the robust trend in the US and a continuing recovery in Europe in spite of Brexit. Following a period of declining growth figures, the emerging markets are expected to make a positive contribution to growth as well, even though their situation remains highly heterogeneous. In our opinion, staying the course of growth lays the foundations for the stabilisation of gains and also offers the potential for continuing increases in gains in the quarters ahead. In this context, we see noteworthy potential for higher margins and gains due to the historically relatively low margins of European companies. However, we consider the current market consensus forecasts for growth rates in 2017 to be overly ambitious. In spite of the generally positive fundamental assessment of the outlook for equity investments, we reduced the investment ratio of the fund from around 90% to 80% during the first half of the year against the background of a deteriorating assessment of the market structure. In addition, we constructed a partial hedge over the time of the Brexit referendum which temporarily brought down the investment ratio to around 75%. In deciding the allocation per country, the primary action taken was to reduce Germany's high weighting of more than 40% to around 30%. In terms of the allocation per sector, we lowered the banking, health and travel & leisure sectors and raised the construction, commodities, oil & gas and technology sectors. We maintained or increased our high weightings for the industry, chemicals and technology sectors on the basis of their continuing positive forecasts.

Performance in review period % (7.67)

9 Investment Reviews Metzler Premier Merkur Fund

Structure of the Fund as at 30.06.2016

Net Assets EUR 25,810,919

Shares in Issue 205,594.000

Net Asset Value per Share EUR 125.54

ISIN IE00B28QM638

WKN A0M53J

10 Metzler Premier Saturn Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Asset Name Asset Opening Acquisitions Disposals Closing Opening Opening Total Closing Closing Total Currency Holding Holding Fair Value Net Assets Fair Value Net Assets EUR % EUR % Transferable Securities Equity Investments

Australia BHP BILLITON DL -,50 AUD 115,000 - - 115,000 1,390,097.22 1.82 1,437,500.00 2.00 Total Australia 1,390,097.22 1.82 1,437,500.00 2.00

Curacao SCHLUMBERGER DL-,01 USD 30,000 - - 30,000 1,914,326.29 2.51 2,135,469.64 2.98 Total Curacao 1,914,326.29 2.51 2,135,469.64 2.98

France ENGIE S.A. INH. EUR 110,000 - - 110,000 1,807,300.00 2.37 1,596,100.00 2.23 EUTELSAT COMMS EUR - 38,000 38,000 - - - - - MICHELIN NOM. EUR 20,000 - 20,000 - 1,769,400.00 2.32 - - RENAULT INH. EUR 25,000 - - 25,000 2,358,250.00 3.09 1,711,000.00 2.39 SANOFI SA INHABER EUR 27,000 - - 27,000 2,152,170.00 2.82 2,022,840.00 2.82 ST GOBAIN EUR - 50,000 - 50,000 - - 1,717,750.00 2.39 Total France 8,087,120.00 10.60 7,047,690.00 9.83

Germany ALLIANZ SE VNA O.N. EUR 15,000 - - 15,000 2,453,250.00 3.22 1,917,000.00 2.67 BASF SE NA O.N. EUR 35,000 - - 35,000 2,475,200.00 3.24 2,402,400.00 3.35 CONTINENTAL AG O.N. EUR - 11,000 - 11,000 - - 1,862,300.00 2.60 DEUTSCHE BOERSE NA O.N. EUR 10,000 5,000 - 15,000 813,900.00 1.07 1,103,100.00 1.54 DEUTSCHE POST AG NA O.N. EUR 87,000 - - 87,000 2,258,085.00 2.96 2,190,225.00 3.05 INFINEON TECH.AG NA O.N. EUR 250,000 - 40,000 210,000 3,376,250.00 4.43 2,724,750.00 3.80 MUENCH.RUECKVERS.VNA O.N. EUR 16,000 - 4,000 12,000 2,952,800.00 3.87 1,803,000.00 2.51 SAP SE O.N. EUR 30,000 - - 30,000 2,201,400.00 2.89 2,014,800.00 2.81 SIEMENS AG NA EUR 31,000 - - 31,000 2,786,280.00 3.65 2,846,110.00 3.97 TUI AG NA EUR 140,000 - - 140,000 2,349,900.00 3.08 1,423,800.00 1.99 Total Germany 21,667,065.00 28.40 20,287,485.00 28.29

Italy INTESA SANPAOLO EUR 1,000,000 - 200,000 800,000 3,088,000.00 4.05 1,361,600.00 1.90 Total Italy 3,088,000.00 4.05 1,361,600.00 1.90

Netherlands ING GROEP NV CVA EO -,24 EUR 150,000 - - 150,000 1,892,250.00 2.48 1,376,850.00 1.92

11 Metzler Premier Saturn Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Netherlands KONINKLIJKE DSM EO 1,50 EUR 40,000 - 40,000 - 1,873,200.00 2.46 - - Total Netherlands 3,765,450.00 4.94 1,376,850.00 1.92

Spain BCO BIL.VIZ.ARG.NOM.EO-49 EUR 270,000 - 270,000 - 1,845,720.00 2.42 - - Total Spain 1,845,720.00 2.42 - -

Switzerland ABB LTD. NA CHF 150,000 - - 150,000 2,492,828.72 3.27 2,649,912.22 3.69 CLARIANT NA CHF 140,000 - 20,000 120,000 2,462,663.09 3.23 1,821,676.06 2.54 ROCHE HLDG AG GEN. CHF 11,500 - - 11,500 2,941,241.79 3.86 2,721,195.60 3.79 SWATCH GRP AG INH.SF 2,25 CHF 7,000 - - 7,000 2,268,344.59 2.97 1,830,361.27 2.55 Total Switzerland 10,165,078.19 13.33 9,023,145.15 12.58

United States AMGEN INC. USD 22,000 - - 22,000 3,291,684.61 4.32 3,013,006.89 4.20 CALIFORNIA RES USD - 4,212 4,212 - - - - - DEERE CO. USD 30,000 - 30,000 - 2,130,388.97 2.79 - - EMC CORP. DL-,01 USD 130,000 - 30,000 100,000 3,063,728.41 4.02 2,445,654.62 3.41 OCCIDENTAL PET. USD 45,000 - - 45,000 2,763,458.10 3.62 3,060,623.79 4.27 Total United States 11,249,260.09 14.75 8,519,285.30 11.88

Total Equity Investments 63,172,116.79 82.81 51,189,025.09 71.37

Total Investment in Transferable Securities at Fair Value 63,172,116.79 82.81 51,189,025.09 71.37

Investment in Collective Investment Schemes HEND.HOR.-AS.DIV.I.I A.DL USD 325,000 - 100,000 225,000 5,125,074.45 6.72 3,576,668.62 4.99 M+G I.(7)-GL.EM.MAR.CADL USD 200,000 - 30,000 170,000 3,588,271.41 4.70 3,205,095.64 4.47 Total Investment in Collective Investment Schemes 8,713,345.86 11.42 6,781,764.26 9.46

12 Metzler Premier Saturn Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Financial Derivative Instruments

Futures Contracts Description No. of Contracts Type Currency Contract Maturity Counterparty Unrealised Total Net Price Date Gains/(Losses) Assets at Period End % EUR ESTX 50 INDEX FUTURES 09 16 142 Short EUR 2,989.0000 19.09.2016 JPMorgan 190,280.00 0.27 Total Futures Contracts 190,280.00 0.27

Total Financial Derivative Instruments 190,280.00 0.27

Total Investments 58,161,069.35 81.09

Net Current Assets 13,563,274.21 18.91

Total Net Assets 71,724,343.56 100.00

All securities are transferable securities listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 71.25 Collective investment schemes 9.44 Financial derivative instruments 0.26 Other current assets 19.05 100.00

13 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Austria OESTERREICH. POST AG EUR - 20,000 - 20,000 - - 580,100.00 0.94 Total Austria - - 580,100.00 0.94

Belgium AB INBEV PARTS S. EUR - 9,000 - 9,000 - - 1,058,400.00 1.71 BPOST S.A. COMPARTMENT A EUR - 50,000 - 50,000 - - 1,144,250.00 1.85 Total Belgium - - 2,202,650.00 3.56

Canada AGNICO EAGLE MINES LTD. CAD - 25,000 - 25,000 - - 1,198,225.36 1.94 GOLDCORP INC. CAD 25,000 - - 25,000 263,921.88 0.41 428,408.03 0.69 Total Canada 263,921.88 0.41 1,626,633.39 2.63

Cayman Islands ALIBABA GR.HLDG SP.ADR 1 USD - 8,000 - 8,000 - - 572,699.04 0.93 Total Cayman Islands - - 572,699.04 0.93

Curaçao SCHLUMBERGER DL-,01 USD 7,000 - - 7,000 446,676.14 0.69 498,276.25 0.81 Total Curaçao 446,676.14 0.69 498,276.25 0.81

France DANONE S.A. EUR 45,000 - 25,000 20,000 2,836,800.00 4.38 1,268,200.00 2.05 ENGIE S.A. INH. EUR 50,000 - 50,000 - 821,500.00 1.27 - - MICHELIN NOM. EUR 10,000 - 10,000 - 884,700.00 1.36 - - ORANGE INH. EUR 40,000 50,000 - 90,000 623,200.00 0.96 1,318,950.00 2.13 SANOFI SA INHABER EUR 15,000 - - 15,000 1,195,650.00 1.84 1,123,800.00 1.82 ST GOBAIN EUR 12,000 - - 12,000 482,220.00 0.74 412,260.00 0.67 TOTAL S.A. EUR - 25,500 - 25,500 - - 1,106,190.00 1.79 VINCI S.A. INH. EUR - 15,000 - 15,000 - - 955,350.00 1.55 Total France 6,844,070.00 10.56 6,184,750.00 10.01

Germany ALLIANZ SE VNA O.N. EUR 15,000 - 15,000 - 2,453,250.00 3.78 - - BASF SE NA O.N. EUR 11,500 - - 11,500 813,280.00 1.25 789,360.00 1.28

14 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Germany BAYER AG NA EUR 6,000 8,000 - 14,000 694,800.00 1.07 1,260,000.00 2.04 CENIT AG O.N. EUR 25,000 - - 25,000 511,500.00 0.79 475,000.00 0.77 DAIMLER AG NA O.N. EUR 7,500 7,500 - 15,000 581,850.00 0.90 802,800.00 1.30 DEUTSCHE BANK AG NA O.N. EUR 20,000 - 20,000 - 450,500.00 0.69 - - DEUTSCHE EUROSHOP AG O.N. EUR 10,000 10,000 - 20,000 404,600.00 0.62 821,900.00 1.33 DEUTSCHE POST AG NA O.N. EUR 30,000 - 30,000 - 778,650.00 1.20 - - DEUTSCHE WOHNEN AG INH EUR - 40,000 - 40,000 - - 1,221,000.00 1.98 DT.TELEKOM AG DIV.CASH EUR - 50,000 50,000 - - - - - DT.TELEKOM AG NA EUR 50,000 - 50,000 - 834,500.00 1.29 - - EVONIK INDUSTRIES AG EUR 12,000 - 12,000 - 367,380.00 0.57 - - FREENET AG NA EUR - 25,000 - 25,000 - - 576,875.00 0.93 HEIDELBERGCEMENT AG O.N. EUR 17,000 - 7,500 9,500 1,285,540.00 1.98 640,965.00 1.04 INFINEON TECH.AG NA O.N. EUR 15,000 - - 15,000 202,575.00 0.31 194,625.00 0.31 K+S AG NA O.N. EUR 15,000 - 15,000 - 354,300.00 0.55 - - LINDE AG O.N. EUR 11,500 - 11,500 - 1,539,850.00 2.37 - - LUFTHANSA AG DIV.CASH EUR - 50,000 50,000 - - - - - LUFTHANSA AG VNA O.N. EUR 50,000 - 50,000 - 728,250.00 1.12 - - MUENCH.RUECKVERS.VNA O.N. EUR 10,000 - 10,000 - 1,845,500.00 2.85 - - SIEMENS AG NA EUR 14,500 - - 14,500 1,303,260.00 2.01 1,331,245.00 2.15 TLG IMMOBILIEN AG EUR - 30,000 - 30,000 - - 566,400.00 0.92 TUI AG NA EUR 25,000 - 25,000 - 419,625.00 0.65 - - VONOVIA SE NA O.N. EUR - 40,000 - 40,000 - - 1,310,000.00 2.12 ZOOPLUS AG EUR - 6,973 - 6,973 - - 889,754.80 1.44 Total Germany 15,569,210.00 24.01 10,879,924.80 17.61

Italy PRYSMIAN S.P.A. EUR 30,000 - 30,000 - 607,800.00 0.94 - - Total Italy 607,800.00 0.94 - -

Japan FANUC CORP. JPY 4,000 - 4,000 - 640,806.91 0.99 - - Total Japan 640,806.91 0.99 - -

Netherlands HEINEKEN EUR 10,000 - - 10,000 797,800.00 1.23 827,700.00 1.34

15 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Netherlands ING GROEP NV CVA EO -,24 EUR 25,000 - 25,000 - 315,375.00 0.49 - - UNILEVER CVA EUR 20,000 - - 20,000 810,600.00 1.25 838,200.00 1.36 Total Netherlands 1,923,775.00 2.97 1,665,900.00 2.70

Spain REPSOL S.A. -ANR.- EUR 40,000 - 40,000 - 18,800.00 0.03 - - REPSOL S.A. -ANR.- EUR - 40,000 - 40,000 - - 11,720.00 0.02 REPSOL S.A. INH. EO 1 EUR 40,000 - 40,000 - 412,000.00 0.64 - - Total Spain 430,800.00 0.66 11,720.00 0.02

Sweden ERICSSON B (FRIA) SEK 140,000 - 140,000 - 1,252,867.94 1.93 - - HENNES + MAURITZ B SK-125 SEK - 20,000 - 20,000 - - 523,757.67 0.85 Total Sweden 1,252,867.94 1.93 523,757.67 0.85

Switzerland ABB LTD. NA CHF 75,000 - 75,000 - 1,246,414.36 1.92 - - CLARIANT NA CHF 50,000 - 50,000 - 879,522.53 1.36 - - NESTLE NAM. CHF 15,000 10,500 - 25,500 1,034,746.00 1.60 1,770,604.27 2.87 NOVARTIS NAM. CHF 9,500 9,000 - 18,500 763,023.97 1.18 1,370,022.17 2.22 PSP SWISS PROP. CHF 7,000 - - 7,000 570,000.93 0.88 611,198.37 0.99 ROCHE HLDG AG GEN. CHF 8,000 - - 8,000 2,046,081.24 3.16 1,893,005.64 3.06 SWATCH GRP AG INH.SF 2,25 CHF 3,000 - - 3,000 972,147.68 1.50 784,440.54 1.27 SWISS RE AG NAM. CHF - 7,500 - 7,500 - - 587,290.95 0.95 SYNGENTA AG NA CHF 2,000 - - 2,000 726,010.92 1.12 691,305.55 1.12 ZURICH INSUR.GR.NA. CHF 2,500 8,000 - 10,500 597,760.71 0.92 2,322,553.82 3.76 Total Switzerland 8,835,708.34 13.63 10,030,421.31 16.23

United Kingdom BAE SYSTEMS PLC GBP - 75,000 - 75,000 - - 472,895.73 0.77 BHP BILLITON GBP - 70,000 - 70,000 - - 794,127.91 1.29 MARKS SPENCER GRP GBP 60,000 - 60,000 - 372,329.44 0.57 - - RECKITT BENCK.GRP GBP - 12,000 - 12,000 - - 1,081,523.37 1.75 ROYAL DUTCH SHELL A (EUR) EUR 45,000 - - 45,000 953,325.00 1.47 1,110,150.00 1.80

16 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Netherlands ROYAL MAIL PLC LS -,01 GBP 60,000 - 60,000 - 366,132.10 0.56 - - Total United Kingdom 1,691,786.54 2.61 3,458,697.01 5.60

United States ACTIVISION BLIZZARD INC. USD 12,000 - 12,000 - 433,554.77 0.67 - - ALPHABET INC.CL C DL-,001 USD 1,000 - - 1,000 706,464.47 1.09 622,980.33 1.01 CISCO SYSTEMS USD 25,000 - - 25,000 630,640.95 0.97 645,618.61 1.04 COLGATE-PALMOLIVE USD - 10,000 - 10,000 - - 658,895.54 1.07 GILEAD SCIENCES USD 6,000 - - 6,000 561,653.00 0.87 450,533.33 0.73 MASTERCARD INC.A USD - 13,000 - 13,000 - - 1,030,451.42 1.67 MOSAIC CO. USD 20,000 - - 20,000 519,540.02 0.80 471,308.34 0.76 NEWMONT MNG CORP. DL 1,60 USD 30,000 - - 30,000 488,477.57 0.75 1,056,393.18 1.71 PFIZER INC. USD 15,000 - - 15,000 450,130.57 0.69 475,403.93 0.77 PROCTER GAMBLE USD 7,000 - - 7,000 513,574.93 0.79 533,498.36 0.86 Total United States 4,304,036.28 6.64 5,945,083.04 9.62

Total Equity Investments 42,811,459.03 66.03 44,180,612.51 71.50

Total Investment in Transferable Securities at Fair Value 42,811,459.03 66.03 44,180,612.51 71.50

Investment in Collective Investment Schemes DB X-TRACK.DAX ETF(DR)1C EUR 17,250 - - 17,250 1,820,910.00 2.81 1,634,092.50 2.64 ISHARES EO STOXX 50 U.ETF EUR 60,000 - - 60,000 1,985,700.00 3.06 1,754,100.00 2.84 ISHARES NIKKEI 225 U.ETF EUR 100,000 - 100,000 - 1,444,000.00 2.23 - - ISHS CORE DAX UCITS ETF EUR 30,000 - - 30,000 2,849,100.00 4.39 2,542,200.00 4.11 ISHS V-S+P 500 MON.EO-HDZ EUR 30,000 - - 30,000 1,418,700.00 2.19 1,424,400.00 2.31 ISHS-S+P 500 DIST EUR 100,000 - - 100,000 1,890,000.00 2.92 1,868,200.00 3.02 ISHSII-MSCI EUR.UCETF DIS EUR 60,000 - - 60,000 1,373,700.00 2.12 1,243,800.00 2.01 ISHSV-MSCI JP EO-H UC. DZ EUR 30,000 - 30,000 - 1,353,000.00 2.09 - - LYXOR ETF HONG KONG HSI D EUR 45,000 - 45,000 - 1,105,650.00 1.71 - - Total Investment in Collective Investment Schemes 15,240,760.00 23.51 10,466,792.50 16.94

17 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Financial Derivative Instruments

Futures Contracts Description No. of Contracts Type Currency Contract Maturity Counterparty Unrealised Total Net Price Date Gains/(Losses) Assets at Period End % EUR S+P 500 ST. INDEX FUTURES 09.16 10 Short USD 2,066.0500 16.09.2016 JPMorgan (54,345.38) (0.09) SMI-FUTURES (REV. KONTR.) 09 16 50 Short CHF 7,674.0000 19.09.2016 JPMorgan (141,365.61) (0.23) Total Futures Contracts (195,710.99) (0.32)

Total Financial Derivative Instruments (195,710.99) (0.32)

Total Investments 54,451,694.02 88.13

Net Current Assets 7,337,452.09 11.87

Total Net Assets 61,789,146.11 100.00

All securities are transferable securities listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 67.18 Collective investment schemes 15.92 Other current assets 16.90 100.00

18 Metzler Premier Venus Fund Portfolio and Statement of Changes in Investments Half Year 30 June 2016

Australia BHP BILLITON DL -,50 AUD 45,000 15,000 - 60,000 543,951.09 1.41 750,000.00 2.14 Total Australia 543,951.09 1.41 750,000.00 2.14

Belgium SOLVAY S.A. A EUR - 10,000 - 10,000 - - 833,800.00 2.38 Total Belgium - - 833,800.00 2.38

France DANONE S.A. EUR 25,000 - - 25,000 1,576,000.00 4.08 1,585,250.00 4.53 ENGIE S.A. INH. EUR 50,000 - - 50,000 821,500.00 2.12 725,500.00 2.07 MICHELIN NOM. EUR 15,000 - 15,000 - 1,327,050.00 3.43 - - RENAULT INH. EUR 12,000 - - 12,000 1,131,960.00 2.93 821,280.00 2.35 SANOFI SA INHABER EUR 20,000 - - 20,000 1,594,200.00 4.12 1,498,400.00 4.29 ST GOBAIN EUR - 15,000 - 15,000 - - 515,325.00 1.47 Total France 6,450,710.00 16.68 5,145,755.00 14.72

Germany ALLIANZ SE VNA O.N. EUR 15,000 - - 15,000 2,453,250.00 6.34 1,917,000.00 5.48 BASF SE NA O.N. EUR 23,500 - - 23,500 1,661,920.00 4.30 1,613,040.00 4.61 BAUER AG EUR 20,000 - 10,000 10,000 348,000.00 0.90 123,500.00 0.35 CONTINENTAL AG O.N. EUR - 6,000 - 6,000 - - 1,015,800.00 2.91 DEUTSCHE POST AG NA O.N. EUR - 20,000 - 20,000 - - 503,500.00 1.44 HEIDELBERGCEMENT AG O.N. EUR 15,000 - 15,000 - 1,134,300.00 2.93 - - INFINEON TECH.AG NA O.N. EUR 115,000 - 115,000 - 1,553,075.00 4.02 - - K+S AG NA O.N. EUR 50,000 10,000 - 60,000 1,181,000.00 3.05 1,100,700.00 3.15 LINDE AG O.N. EUR 7,500 2,500 - 10,000 1,004,250.00 2.60 1,253,500.00 3.58 LUFTHANSA AG DIV.CASH EUR - 90,000 90,000 - - - - - LUFTHANSA AG VNA O.N. EUR 90,000 - - 90,000 1,310,850.00 3.39 947,700.00 2.71 METRO AG ST O.N. EUR - 20,000 - 20,000 - - 549,400.00 1.57 MUENCH.RUECKVERS.VNA O.N. EUR 11,000 - - 11,000 2,030,050.00 5.25 1,652,750.00 4.73 SAP SE O.N. EUR - 10,000 - 10,000 - - 671,600.00 1.92 SIEMENS AG NA EUR 12,500 - - 12,500 1,123,500.00 2.91 1,147,625.00 3.28 TUI AG NA EUR 100,000 - - 100,000 1,678,500.00 4.34 1,017,000.00 2.91 Total Germany 15,478,695.00 40.03 13,513,115.00 38.65

19 Metzler Premier Venus Fund Portfolio and Statement of Changes in Investments Half Year 30 June 2016

Italy INTESA SANPAOLO EUR 180,000 280,000 - 460,000 555,840.00 1.44 782,920.00 2.24 Total Italy 555,840.00 1.44 782,920.00 2.24

Netherlands ING GROEP NV CVA EO -,24 EUR 100,000 30,000 - 130,000 1,261,500.00 3.26 1,193,270.00 3.41 Total Netherlands 1,261,500.00 3.26 1,193,270.00 3.41

Spain BCO BIL.VIZ.ARG. -ANR.- EUR - 200,000 200,000 - - - - - BCO BIL.VIZ.ARG.NOM.EO-49 EUR 200,000 - 200,000 - 1,367,200.00 3.54 - - Total Spain 1,367,200.00 3.54 - -

Sweden ERICSSON B (FRIA) SEK 150,000 - - 150,000 1,342,358.51 3.47 1,024,673.98 2.93 Total Sweden 1,342,358.51 3.47 1,024,673.98 2.93

Switzerland ABB LTD. NA CHF 80,000 - - 80,000 1,329,508.65 3.44 1,413,286.52 4.04 CLARIANT NA CHF 75,000 - - 75,000 1,319,283.80 3.41 1,138,547.54 3.26 ROCHE HLDG AG GEN. CHF 5,000 1,000 - 6,000 1,278,800.78 3.31 1,419,754.23 4.06 SWATCH GRP AG INH.SF 2,25 CHF 3,500 - - 3,500 1,134,172.30 2.93 915,180.63 2.62 Total Switzerland 5,061,765.53 13.09 4,886,768.92 13.98

United Kingdom ROYAL DUTCH SHELL A (EUR) EUR 75,000 - - 75,000 1,588,875.00 4.11 1,850,250.00 5.29 Total United Kingdom 1,588,875.00 4.11 1,850,250.00 5.29

Total Equity Investments 33,650,895.13 87.02 29,980,552.90 85.74

Total Debt Instruments (before interest income accrued) - - - -

Total Investment in Transferable Securities at Fair Value 33,650,895.13 87.02 29,980,552.90 85.74

Total Investments 29,980,552.90 85.74

Net Current Assets 4,985,094.19 14.26

Total Net Assets 34,965,647.09 100.00

All securities are transferable securities and collective investment schemes listed or traded on a Recognised Market.

20 Metzler Premier Venus Fund Portfolio and Statement of Changes in Investments Half Year 30 June 2016

Analysis of total assets Total Assets in % Investment in transferable securities 84.13 Other current assets 15.87 100.00

21 Metzler Premier Merkur Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Austria LENZING AG EUR 15,000 - - 15,000 1,043,250.00 3.73 1,245,000.00 4.82 Total Austria 1,043,250.00 3.73 1,245,000.00 4.82

France ENGIE S.A. INH. EUR 30,000 - - 30,000 492,900.00 1.76 435,300.00 1.69 MICHELIN NOM. EUR 6,000 - 6,000 - 530,820.00 1.90 - - RENAULT INH. EUR 6,000 - - 6,000 565,980.00 2.02 410,640.00 1.59 SANOFI SA INHABER EUR 7,000 - - 7,000 557,970.00 2.00 524,440.00 2.03 VINCI S.A. INH. EUR 8,000 - 2,000 6,000 475,840.00 1.70 382,140.00 1.48 Total France 2,623,510.00 9.39 1,752,520.00 6.79

Germany AAREAL BANK AG EUR 25,000 - - 25,000 728,500.00 2.61 706,625.00 2.74 ALLIANZ SE VNA O.N. EUR 4,000 - - 4,000 654,200.00 2.34 511,200.00 1.98 BASF SE NA O.N. EUR 7,000 - - 7,000 495,040.00 1.77 480,480.00 1.86 BIOTEST AG VZ O.N. EUR 15,000 - - 15,000 231,000.00 0.83 205,725.00 0.80 CONTINENTAL AG O.N. EUR - 1,900 - 1,900 - - 321,670.00 1.25 DEUTSCHE BOERSE NA O.N. EUR 8,000 - 1,500 6,500 651,120.00 2.33 478,010.00 1.85 DEUTSCHE POST AG NA O.N. EUR 10,000 5,000 - 15,000 259,550.00 0.93 377,625.00 1.46 INFINEON TECH.AG NA O.N. EUR 60,000 - - 60,000 810,300.00 2.90 778,500.00 3.02 KSB AG O.N. VZO EUR 2,300 - - 2,300 852,380.00 3.05 713,000.00 2.76 LUFTHANSA AG DIV.CASH EUR - 50,000 50,000 - - - - - LUFTHANSA AG VNA O.N. EUR 100,000 - 100,000 - 1,456,500.00 5.21 - - METRO AG ST O.N. EUR 45,000 - - 45,000 1,330,200.00 4.76 1,236,150.00 4.79 MTU AERO ENGINES NA O.N. EUR - 4,000 - 4,000 - - 335,160.00 1.30 MUENCH.RUECKVERS.VNA O.N. EUR 3,000 - 1,000 2,000 553,650.00 1.98 300,500.00 1.16 RHOEN-KLINIKUM O.N. EUR 35,000 - 35,000 - 968,800.00 3.47 - - SAP SE O.N. EUR 3,000 1,000 - 4,000 220,140.00 0.79 268,640.00 1.04 SIEMENS AG NA EUR 7,000 - - 7,000 629,160.00 2.25 642,670.00 2.49 TUI AG NA EUR 100,000 - - 100,000 1,678,500.00 6.00 1,017,000.00 3.94 Total Germany 11,519,040.00 41.21 8,372,955.00 32.44

Italy INTESA SANPAOLO EUR 180,000 - - 180,000 555,840.00 1.99 306,360.00 1.19

22 Metzler Premier Merkur Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

Italy MEDIOBCA EUR 140,000 - - 140,000 1,243,900.00 4.45 721,700.00 2.80 Total Italy 1,799,740.00 6.44 1,028,060.00 3.98

Netherlands CNH INDUSTRIAL EUR 60,000 - 60,000 - 380,400.00 1.36 - - ING GROEP NV CVA EO -,24 EUR 30,000 - - 30,000 378,450.00 1.35 275,370.00 1.07 SENSATA TECHNOLOG. EO-,01 USD 14,000 - - 14,000 589,068.58 2.11 439,677.75 1.70 Total Netherlands 1,347,918.58 4.82 715,047.75 2.77

Norway STATOIL ASA NOK 24,000 50,000 - 74,000 308,270.60 1.10 1,147,046.17 4.44 Total Norway 308,270.60 1.10 1,147,046.17 4.44

Spain BCO BIL.VIZ.ARG.NOM.EO-49 EUR 65,000 - 65,000 - 444,340.00 1.59 - - Total Spain 444,340.00 1.59 - -

Sweden ERICSSON B (FRIA) SEK 50,000 - - 50,000 447,452.84 1.60 341,557.99 1.32 Total Sweden 447,452.84 1.60 341,557.99 1.32

Switzerland ABB LTD. NA CHF 30,000 - - 30,000 498,565.74 1.78 529,982.44 2.05 CLARIANT NA CHF 35,000 - 35,000 - 615,665.77 2.20 - - LAFARGEHOLCIM LTD.NAM.SF2 CHF - 13,000 - 13,000 - - 486,944.47 1.89 NESTLE NAM. CHF 9,000 - - 9,000 620,847.60 2.22 624,919.15 2.42 OC OERLIKON CORP.AG SF 1 CHF 60,000 - 60,000 - 496,900.16 1.78 - - ROCHE HLDG AG GEN. CHF 2,300 - - 2,300 588,248.36 2.10 544,239.12 2.11 SWATCH GRP AG INH.SF 2,25 CHF 1,500 - - 1,500 486,073.84 1.74 392,220.27 1.52 SYNGENTA AG NA CHF 3,200 - - 3,200 1,161,617.47 4.16 1,106,088.88 4.29 TEMENOS GROUP AG NA SF 5 CHF 9,000 3,000 - 12,000 432,636.25 1.55 537,743.69 2.08 Total Switzerland 4,900,555.19 17.53 4,222,138.02 16.36

United Kingdom BHP BILLITON GBP - 70,000 - 70,000 - - 794,127.91 3.08

23 Metzler Premier Merkur Fund Portfolio and Statement of Changes in Investments Half Period 30 June 2016

United Kingdom ROYAL DUTCH SHELL A (EUR) EUR 15,000 3,000 - 18,000 317,775.00 1.14 444,060.00 1.72 SMITHS GROUP PLC LS -,375 GBP 45,000 - - 45,000 585,587.12 2.09 624,330.67 2.42 Total United Kingdom 903,362.12 3.23 1,862,518.58 7.22

Total Equity Investments 25,337,439.33 90.64 20,686,843.51 80.15

Total Investment in Transferable Securities at Fair Value 25,337,439.33 90.64 20,686,843.51 80.15

Financial Derivative Instruments

Futures Contracts Description No. of Contracts Type Currency Contract Maturity Counterparty Unrealised Total Net Price Date Gains/(Losses) Assets at Period End % EUR ESTX 50 INDEX FUTURES 09 16 30 Short EUR 2,989.0000 19.09.2016 JPMorgan 40,200.00 0.16 Total Futures Contracts 40,200.00 0.16

Total Financial Derivative Instruments 40,200.00 0.16

Total Investments 20,727,043.51 80.30

Net Current Assets 5,083,875.21 19.70

Total Net Assets 25,810,918.72 100.00

All securities are transferable securities listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 79.89 Financial derivative instruments 0.16 Other current assets 19.95 100.00

24 Fund Summary Information

Fund NAV per Share Shares in Issue Net Asset Value in EUR in EUR Metzler Premier Saturn Fund 31 December 2014 140.78 515,000.000 72,503,173 31 December 2015 148.12 515,000.000 76,283,293 30 June 2016 139.27 515,000.000 71,724,344

Metzler Premier Uranus Fund 31 December 2014 109.47 550,400.000 60,253,696 31 December 2015 117.80 550,400.000 64,836,988 30 June 2016 112.26 550,400.000 61,789,146

Metzler Premier Venus Fund 31 December 2014 121.94 288,638.281 35,195,804 31 December 2015 133.97 288,638.281 38,670,118 30 June 2016 121.14 288,638.281 34,965,647

Metzler Premier Merkur Fund 31 December 2014 121.99 783,294.000 95,554,418 31 December 2015 135.97 205,594.000 27,954,271 30 June 2016 125.54 205,594.000 25,810,919

25 Metzler Premier Funds plc Statement of Net Assets As at 30 June 2016

Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Fund Fund Fund Fund Fund Fund

30.06.2016 31.12.2015 30.06.2016 31.12.2015 30.06.2016 31.12.2015 Note EUR EUR EUR EUR EUR EUR Current Assets Financial assets at fair value through profit or loss - held for trading Transferable securities 1(ii), 3 51,189,025 63,172,117 44,180,613 42,811,459 29,980,553 33,650,895 Collective investment schemes 1(ii), 3 6,781,764 8,713,346 10,466,793 15,240,760 - - Financial derivative instruments 3, 4 190,280 - - - - - Loans and receivables Cash at bank 5 13,645,925 4,474,462 7,558,602 6,878,598 4,664,371 5,085,361 Debtors 6 42,014 56,526 3,555,932 8,916 991,659 - Total current assets 71,849,008 76,416,451 65,761,940 64,939,733 35,636,583 38,736,256

Current Liabilities Financial liabilities at fair value through profit or loss - held for trading Financial derivative instruments 3, 4 - - 195,711 - - - Financial liabilities measured at amortised cost Creditors 7 124,664 133,158 3,777,083 102,745 670,936 66,138 Total current liabilities (excluding net assets attributable to holders of redeemable shares) 124,664 133,158 3,972,794 102,745 670,936 66,138 Net assets attributable to holders of redeemable shares 71,724,344 76,283,293 61,789,146 64,836,988 34,965,647 38,670,118 Net asset per redeemable share 139.27 148.12 112.26 117.80 121.14 133.97 Number of redeemable shares in issue 515,000.000 515,000.000 550,400.000 550,400.000 288,638.281 288,638.281

The accompanying notes form an integral part of the financial statements.

26 Metzler Premier Funds plc Statement of Net Assets As at 30 June 2016

Metzler Metzler Total Total Premier Premier Merkur Merkur Fund Fund

30.06.2016 31.12.2015 30.06.2016 31.12.2015 Note EUR EUR EUR EUR Current Assets Financial assets at fair value through profit or loss - held for trading Transferable securities 1(ii), 3 20,686,844 25,337,439 146,037,035 164,971,910 Collective investment schemes 1(ii), 3 - - 17,248,557 23,954,106 Financial derivative instruments 3, 4 40,200 - 230,480 - Loans and receivables Cash at bank 5 5,166,850 2,704,329 31,035,748 19,142,750 Debtors 6 - - 4,589,605 65,442 Total current assets 25,893,894 28,041,768 199,141,425 208,134,208

Current Liabilities Financial liabilities at fair value through profit or loss - held for trading Financial derivative instruments 3, 4 - - 195,711 - - Financial liabilities measured at amortised cost Creditors 7 82,975 87,497 4,655,658 389,538 Total current liabilities (excluding net assets attributable to holders of redeemable shares) 82,975 87,497 4,851,369 389,538 Net assets attributable to holders of redeemable shares 25,810,919 27,954,271 194,290,056 207,744,670 Net asset per redeemable share 125.54 135.97 Number of redeemable shares in issue 205,594.000 205,594.000

The accompanying notes form an integral part of the financial statements.

27 Notes to the Financial Statements

General

Metzler Premier Funds p.l.c. ("the Company") was incorporated on 24 October 2007 under the laws of the Republic of Ireland as an investment company with variable capital and has its registered office at Kilmore House, Spencer Dock, North Wall Quay, Dublin 1, Ireland. The Company is authorised as an Undertaking for Collective Investment in Transferable Securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Amendment Regulation 2016 (amending the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011), as may be modified, amended, supplemented, consolidated or re-enacted from time to time.

The Company is managed by Metzler Ireland Limited ("the Manager") whose ultimate holding company is B. Metzler seel. Sohn & Co. Holding AG, a German registered corporation.

The Company is organised as an umbrella fund and currently contains four active sub funds ("the Funds"), namely:

Presentation of Financial Statements

The financial statements are prepared under the historical cost convention modified by the inclusion of securities stated at fair value.

The Balance Sheet is referred to as the Statement of Net Assets on pages 26 to 27.

In the opinion of the Directors the financial statements give the information required by the Companies Act 2014.

1. Significant Accounting Policies

The following is a summary of the significant accounting policies adopted by the Company: i) Basis of Accounting

The financial statements are prepared in accordance with Financial Reporting Standard 102 ("FRS 102"): The Financial Reporting Standard applicable in the UK and the Republic of Ireland, the European Communities (Undertakings for Collective Investment in Transferable Securities Regulations) 2011, the European Communities (Undertakings for Collective Investment in Transferable Securities) Amendment Regulation 2016 and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015.

The financial statements are prepared on a fair value basis for financial assets and financial liabilities designated at fair value through profit or loss ("FVTPL"). All other assets and liabilities are stated at amortised cost or redemption amount (redeemable shares).

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

28 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ii) Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss

Critical Accounting Estimates and Judgements The preparation of Financial Statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires the Board of Directors, based on the advice of the Manager, to exercise its judgement in the process of applying the Company’s accounting policies. The estimates and associated judgements are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Metzler Ireland Limited, as the Manager, makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results.

Classification The Company has designated its assets and liabilities into the categories below in accordance with FRS 102.

Financial Assets and Liabilities at Fair Value Through Profit or Loss The Fund recognises and measures financial assets and financial liabilities in accordance with International Accounting Standard 39 ("IAS 39") as permitted by FRS 102 and has applied Secions 11 and 12 for disclosures. The category of financial assets and liabilities at fair value through profit or loss is sub-divided into two sub-categories. However, the Company has classified all of its financial assets as held for trading. Financial assets held for trading include equities and collective investment schemes. These instruments are acquired principally for the purpose of generating a profit from fluctuations in price. Financial assets classified as loans and receivables include cash at bank and debtor balances.

Recognition/Derecognition The Company recognises financial assets and financial liabilities when all significant rights and access to the benefits from the assets and the exposure to the risks inherent in those benefits are transferred to the Company. The Fund derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Fund neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the profit or loss. Any interest in such transferred financial assets that is created or retained by the Fund is recognised as a separate asset or liability. The Fund derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

Measurement Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value, with transaction costs for such instruments being recognised in the Profit and Loss Account. Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the financial assets or financial liabilities at fair value through profit or loss category are presented in the Profit and Loss Account in the period in which they arise. Financial assets classified as loans and receivables are carried at amortised cost less impairment loss if any. Financial liabilities, other than those measured at fair value, are measured at amortised cost using the effective interest rate. Financial liabilities measured at amortised cost include management fees, payable for investments/redemptions and accounts payable.

29 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ii) Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss (continued)

Fair Value Measurement Principles

Financial assets and financial liabilities are valued using close of business prices. The fair value of financial instruments is based on their quoted market prices at the Balance Sheet date, valued at 30 June 2016, without any deduction for estimated future selling costs. If a quoted market price is not available on a recognised stock exchange or from a broker/dealer for non-exchange-traded financial instruments, the fair value of the instrument is estimated using valuation techniques, including use of recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, option pricing models or any other valuation technique that provides a reliable estimate of prices obtained in actual market transactions.

When discounted cash flow techniques are used, estimated future cash flows are based on management's best estimates and the discount rate used is a market rate at the Balance Sheet date applicable for an instrument with similar terms and conditions. Where other pricing models are used, inputs are based on market data at the Balance Sheet date. Fair values of unquoted equity investments are estimated, if possible, using applicable price/earnings ratios for similar listed companies adjusted to reflect the specific circumstances of the issuer. Fair Value Disclosures A key disclosure required in the financial statements is the categorisation of fair value measurements within a three-level hierarchy that reflects the significance of inputs used in measuring fair values. The fair value hierarchy is as follows: On 8 March 2016, the Financial Reporting Council (FRC) issued an Amendment to FRS 102 Fair value hierarchy disclosures . The amendment aligns the relevant disclosure requirements with those in IFRS 13 Fair Value Measurement and is effective for accounting periods beginning on or after 1 January 2017, with early application permitted. In line with paragraphs 34.22 and 34.42 of FRS 102, the Company has chosen to early adopt the Amendment. The fair value hierarchy in place for the Company is as follows:

• Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. • Level 2: Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly. • Level 3: Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

Offsetting Financial Instruments Financial assets and liabilities are offset and the net amount reported in the Statement of Net Assets when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Amortised Cost Measurement The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment or uncollectability.

30 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ii) Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss (continued)

Impairment (continued) Objective evidence that financial assets are impaired includes significant financial difficulty of the borrower or issuer, default or delinquency by a borrower, restructuring of the amount due on terms that the Fund would not otherwise consider, indications that a borrower or issuer will enter bankruptcy, or adverse changes in the payment status of the borrowers. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised. If an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, then the decrease in impairment loss is reversed through profit or loss. iii) Security Transactions

Security transactions are recorded in the accounts of the Company promptly after the trade date upon which the transaction takes place. iv) Income from Investments

Dividends are recognised as income on the day these securities are first quoted ex-dividend to the extent information is reasonably available. v) Expenses

Each Fund shall pay all of its expenses. Primary expenses are accrued on a daily basis. vi) Realised and Unrealised Gains and Losses on Investments The computation of realised gains and losses on the sale of investments is made on the basis of average cost. Net gain from financial instruments at FVTPL includes all realised and unrealised fair value changes, and foreign exchange differences. vii) Foreign Currency Translation The functional currency of the Company is Euro ("EUR") as the Directors have determined that this reflects the Company’s primary economic environment. The presentation currency of the Company is also Euro. Transactions in foreign currencies are translated at the foreign currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to Euro at the foreign currency closing exchange rate ruling at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to Euro at the foreign currency exchange rates ruling at the dates that the values were determined. viii) Cash Flow Statement Exemption The Company has availed of the exemption available to open-ended investment funds under FRS 102 (Section 7.1A(c)) and is not presenting a cash flow statement.

31 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ix) Going Concern The fund's activities, together with the factors likely to affect its future development, performance and position are set out in the financial statements, together with its financial and liquidity positions. In addition, the notes to the financial statements address the fund's financial risk management objective, details of the financial instruments used by the fund and its exposure to credit and liquidity risks. The Board of Directors have a reasonable expectation that the entity has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. x) Net Asset Value per Share The Net Asset Value per redeemable share is determined by dividing the value of the Net Assets of each class of redeemable shares by the total number of redeemable shares in issue at the time. xi) Redeemable Shares Redeemable shares are redeemable at the shareholder's option and are classified as financial liabilities. The redeemable shares can be put back to the Company at any time for cash equal to a proportionate share of the Company’s net asset value. The redeemable share is carried at the redemption amount that is payable at the Balance Sheet date if the shareholder exercised its right to put back the share to the Company. xii) Transaction Fees Transaction fees are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or financial liability. An incremental cost is one that would not have been incurred if the entity had not acquired, issued or disposed of the financial instrument. xiii) Equalisation On the purchase or sale of redeemable shares in the Company, an amount per share which, in the opinion of the Directors, represents the net income per share of the Fund accrued but undistributed up to the time of the issue or redemption is allocated to a separate income account. This account is known as the 'Equalisation Account'. This Income and Expense Equalisation procedure is undertaken to ensure that each participating share of Metzler Premier Funds p.l.c. represents the same amount of capital and interest in the net accrued earnings of the individual Fund at any given time so that the earnings per share are not diluted by any allotments of new shares or increased by any redemptions of existing shares.

2. Management and Depositary Fee

Management fees of up to 2.5% of the Net Asset Value of each Fund are payable to the Manager in respect of each class of Participating Shares. The management fees accrue daily and are payable quarterly in arrears.

The Depositary will be paid by the Company an annual depositary fee per Fund, accruing and calculated daily and paid monthly in arrears at a rate not exceeding 0.6% calculated by reference to the market value of the investments that the Fund may make in the relevant market. In addition, the Depositary shall be paid an annual trustee fee per Fund not exceeding 0.03% of the net asset value of the Fund.

The Depositary shall also be entitled to be paid by the Company transaction charges and any out-of-pocket expenses incurred by the Depositary in the performance of its duties and functions under the Depositary Agreement.

32 Notes to the Financial Statements

3. Fair Value Information

Fair Value Disclosures A key disclosure required in the financial statements is the categorisation of fair value measurements within a three-level hierarchy that reflects the significance of inputs used in measuring fair values.

Level 1 Level 2 Total Level 1 Level 2 Total 30.06.2016 30.06.2016 30.06.2016 31.12.2015 31.12.2015 31.12.2015 EUR EUR EUR EUR EUR EUR Metzler Premier Saturn Fund Financial assets at fair value through profit or loss Held for trading Equity Investments 51,189,025 - 51,189,025 63,172,117 - 63,172,117 Collective investment schemes - 6,781,764 6,781,764 - 8,713,346 8,713,346 Financial derivative instruments 190,280 - 190,280 - - - Total Assets 51,379,305 6,781,764 58,161,069 63,172,117 8,713,346 71,885,463

Level 1 Total Level 1 Total 30.06.2016 30.06.2016 31.12.2015 31.12.2015 EUR EUR EUR EUR Metzler Premier Uranus Fund Financial assets at fair value through profit or loss Held for trading Equity Investments 44,180,613 44,180,613 42,811,459 42,811,459 Collective investment schemes 10,466,793 10,466,793 15,240,760 15,240,760 Total Assets 54,647,406 54,647,406 58,052,219 58,052,219 Financial liabilities at fair value through profit or loss Held for trading Financial derivative instruments 195,711 195,711 - - Total Liabilites 195,711 195,711 - -

Level 1 Total Level 1 Total 30.06.2016 30.06.2016 31.12.2015 31.12.2015 EUR EUR EUR EUR Metzler Premier Venus Fund Financial liabilities at fair value through profit or loss Held for trading Equity Investments 29,980,553 29,980,553 33,650,895 33,650,895 Total Liabilites 29,980,553 29,980,553 33,650,895 33,650,895

33 Notes to the Financial Statements

3. Fair Value Information (continued)

Fair Value Disclosures (continued)

Level 1 Total Level 1 Total 30.06.2016 30.06.2016 31.12.2015 31.12.2015 EUR EUR EUR EUR Metzler Premier Merkur Fund Financial assets at fair value through profit or loss Held for trading Equity Investments 20,686,844 20,686,844 25,337,439 25,337,439 Financial derivative instruments 40,200 40,200 - - Total Assets 20,727,044 20,727,044 25,337,439 25,337,439

4. Financial Derivative Instruments

30.06.2016 31.12.2015 30.06.2016 31.12.2015 30.06.2016 31.12.2015 30.06.2016 31.12.2015 EUR EUR EUR EUR EUR EUR EUR EUR Financial assets Unrealised fair value gain on futures 190,280 - - - - - 40,200 - 190,280 - - - - - 40,200 - Financial liabilities Unrealised fair value loss on futures - - 195,711 ------195,711 - - - - -

Total Total 30.06.2016 31.12.2015 EUR EUR Financial assets Unrealised fair value gains on futures 230,480 - 230,480 - Financial liabilities Unrealised fair value loss on futures 195,711 195,711 - 5. Cash at Bank

All cash balances are held under the control of Brown Brothers Harriman Trustee Services (Ireland) Ltd, with the exception of EUR 780,067 held as margin with JPMorgan (31 December 2015: EUR NIL)

34 Notes to the Financial Statements

6. Debtors

Total Total 30.06.2016 31.12.2015 EUR EUR Receivable from investments/creations 4,545,110 - Investment income receivable 44,495 65,442 4,589,605 65,442 7. Creditors (Amounts Falling Due Within One Year)

Total Total 30.06.2016 31.12.2015 EUR EUR Payable for investments/redemptions 4,292,638 - Management fees 292,339 306,464 Depositary fee 21,411 20,458 Other expenses 49,270 62,616 4,655,658 389,538 8. Share Capital

The authorised share capital of the Company consists of the following:

Participating Shares The Company has a variable share capital consisting of participating shares. The authorised share capital of the Company is 100,000,000,000 shares of no par value and 2 Subscriber Shares of €1 each.

35 Notes to the Financial Statements

8. Share Capital (continued)

Participating Shares (continued) As at 30 June 2016, the Company had five classes of redeemable shares, the following four of which were active: Metzler Premier Saturn Fund Shares, Metzler Premier Uranus Fund Shares, Metzler Premier Venus Fund Shares and Metzler Premier Merkur Fund Shares. No redeemable shares have yet been issued in the remaining class of shares in the Company. The number of redeemable shares in issue for each class at 30 June 2016 is included in the Statement of Net Assets on pages 26 and 27. Each of the redeemable participating shares entitles the shareholder to participate equally on a pro rata basis in the dividends (if applicable), if any, and the Net Assets of the Funds in respect of which they are issued. Each of the redeemable participating shares entitles the holder to attend and vote at meetings of the Company and of the Fund represented by these shares.

9. Taxation

Under the Taxes Consolidation Act 1997, the Company will not be liable to tax in respect of its income and gains, other than on the occurrence of a chargeable event. A chargeable event includes any distribution, redemption, repurchase, cancellation, transfer of shares or on the ending of a Relevant Period , a Relevant Period being an eight year period beginning with the acquisition of the shares by the shareholder and each subsequent period of eight years beginning immediately after the preceding Relevant Period.

A chargeable event does not include:

(i) Any transactions in relation to shares held in a recognised clearing system as designated by order of the Revenue Commissioners of Ireland; or (ii) An exchange of shares representing one Fund of the Company; or (iii) An exchange of shares arising on a qualifying amalgamation or reconstruction of the Company with another Fund or (iv) Certain exchanges of shares between spouses and former spouses.

A chargeable event will not occur in respect of shareholders who are neither resident nor ordinarily resident in Ireland and who provide the Company with a relevant declaration to that effect. In the absence of an appropriate declaration, the Company will be required to withhold Irish tax on the occurrence of a chargeable event.

There were no chargeable events during the period. Capital gains, dividends and interest received may be subject to withholding taxes imposed by the country of origin and such taxes may not be recoverable by the Company or its shareholders.

10. Related/Connected Party Transactions

The following transactions with related parties were entered into during the period by the Company in the ordinary course of business and on normal commercial terms:

Metzler Ireland Limited, as Manager, earned a management fee for the period (out of which the Investment Manager, Metzler Asset Management GmbH, received a fee) of EUR 582,464 (year ended 31 December 2015: EUR 1,359,651) of which EUR 292,339 (31 December 2015: EUR 306,464) was due at the period end.

The Central Bank of Ireland UCITS Notice 14.5 "Dealings by promoter, manager, depositary, investment adviser and group companies" states that any transaction carried out with a UCITS by a promoter, manager, trustee, investment adviser and/or associated or group companies of these "connected parties" must be carried out as if negotiated at arm's lenth. Transactions must be in the best interests of the unitholders.

The Board of Directors is satisfied that there are arrangements (evidenced by written procedures) in place, to ensure that the obligations set out in UCITS 14.5 are applied to all transactions with connected parties; and the Manager is satisfied that transactions with connected parties entered into during the period complied with the obligations set out in this paragraph.

36 Notes to the Financial Statements

11. Financial Risk Management

The Funds are exposed to a variety of financial risks in pursuing their stated investment objectives. These risks are defined as including market risk (which in turn includes currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Funds take exposure to certain of these risks to generate investment returns on their respective portfolios, although these risks can also potentially result in a reduction of the Net Assets of each Fund. The Investment Manager uses its best endeavours to minimise the potentially adverse effects of these risks to the performance of the Funds where it can do so while still managing the investments of the Funds in a way that is consistent with the investment objective and policy of each Fund. The risks, and the measures adopted by the Funds for managing these risks, are detailed below. a) Market Price Risk

Market price risk is the risk that the fair value of a financial instrument or its future cash flows will fluctuate because of changes in market prices. It represents the potential loss the Funds might suffer through holding market positions in the face of price movements, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. The Funds are principally invested in equities and collective investment schemes and have adopted a number of investment restrictions which are set out in the Prospectus which limit the exposure of the Funds to adverse changes in the price of any individual financial asset. In addition, the Investment Manager considers the asset allocation of the Funds on a daily basis and initiates adjustments to the asset allocation where appropriate, in order to minimise the risk associated with particular countries or industry sectors. At all times the Investment Manager will follow the Funds' investment objective and take the best interests of shareholders into account. The maximum risk arising from an investment in a financial instrument of each Fund is determined by the fair value of its financial instruments, except for short positions in certain derivatives where the loss may be theoretically unlimited. b) Relative VaR

A sophisticated risk measurement technique called relative 'value-at-risk' (VaR) is used to measure the market risk of each Fund. In accordance with the requirements of the Irish Central Bank, the daily VaR of each Fund may not exceed twice the daily VaR of a comparable derivative-free portfolio or benchmark. Information on the reference benchmarks for each Fund, as at 30 June 2016, is detailed below:

Fund Name Reference Benchmarks Metzler Premier Saturn Fund 70% STOXX 600 Return / 30% MSCI World Net TR Metzler Premer Uranus Fund STOXX 50 Return Metzler Premer Venus Fund STOXX 50 Return Metzler Premer Merkur Fund STOXX 50 Return

The calculation of relative VaR is carried out for the Funds using the following quantitative standards:

(i) the calculation model used is the Historical Simulation model; (ii) the confidence level is 99%; (iii) the holding period is 10 days; (iv) the historical observation period is 1 year; (v) stress tests are carried out monthly and the results are monitored by the Manager. Appropriate stress tests are used to measure any potential major depreciation of each Fund's value as a result of unexpected changes in the risk parameters, to analyse potential situations in which the use of derivative instruments would bring about a loss; and (vi) back-testing of the Funds is carried out daily, to compare the potential market risk amount calculated by the model to the actual change in the value of the portfolio. The results are monitored by the Manager.

Although VaR is an important tool for measuring market risk, the assumptions on which the model is based give rise to some limitations, including the following:

37 Notes to the Financial Statements

11. Financial Risk Management (continued)

b) Relative VaR (continued)

l A 10-day holding period assumes that it is possible to hedge or dispose of positions within that period. This may not be the case for certain highly illiquid assets or in situations in which there is severe general market illiquidity. l A 99% confidence level does not reflect losses that may occur beyond this level, meaning that within the model used there is a 1% probability that losses could exceed the VaR. l VaR is calculated on an end-of-day basis and does not reflect exposures that may arise on positions during the trading day. l The use of historical data as a basis for determining the possible range of future outcomes may not always cover all possible scenarios, especially those of an exceptional nature. l The VaR measure is dependent upon a Fund's position and the volatility of market prices. l The VaR of an unchanged position reduces if market price volatility declines and vice versa.

For the period ended 30 June 2016 and the year ended 31 December 2015, details of the lowest, the highest and the average utilisation of the VaR limit calculated for the Funds are as follows:

Comparative analysis of VaR of each Fund as at 30 June 2016 and as at 31 December 2015:

38 Notes to the Financial Statements

11. Financial Risk Management (continued) c) Level of Leverage

Details of the level of leverage employed by the Funds during the reporting period and the prior reporting year, as well as, as at 30 June 2016 and 31 December 2015 are as follows:

The leverage for the Funds through the use of derivatives is calculated daily using the sum of the notionals method. This method involves simply adding all of the notionals and allowing no offsets of long against short positions. The leverage is therefore calculated by looking at the value of investments (transferable securities and financial derivative instruments) in excess of the value of the NAV of each Fund. d) Currency Risk

A portion of the financial assets of the Company is denominated in currencies other than Euro, the functional currency of the Company, with the effect that the Net Assets and total return can be affected by currency movements. The total currency exposure at 30 June 2016 and at 31 December 2015 was as follows:

Fund Non Monetary Monetary Net Unhedged Non Monetary Monetary Net Unhedged Currency Assets Assets Assets Assets (Liabilities) (Liabilities) 30.06.2016 30.06.2016 30.06.2016 31.12.2015 31.12.2015 31.12.2015 EUR EUR EUR EUR EUR EUR Metzler Premier Saturn Fund AUD 1,437,500 - 1,437,500 1,390,097 6 1,390,103 CHF 9,023,145 278,077 9,301,222 10,165,078 280,329 10,445,407 GBP ------USD 17,436,519 34,175 17,470,694 21,876,932 48,749 21,925,681 Total 27,897,164 312,252 28,209,416 33,432,107 329,084 33,761,191 Metzler Premier Uranus Fund AUD - 29,923 29,923 - 1,163,449 1,163,449 CAD 1,626,633 70,045 1,696,678 263,922 70,478 334,400 CHF 9,889,056 523,060 10,412,116 8,835,708 116,327 8,952,035 GBP 2,348,547 372,253 2,720,800 738,462 107,219 845,681 JPY - 627,683 627,683 640,807 41,434 682,241 SEK 523,758 473,797 997,555 1,252,868 - 1,252,868 USD 6,961,713 484,219 7,445,932 4,750,712 48,252 4,798,964 Total 21,349,707 2,580,980 23,930,687 16,482,479 1,547,159 18,029,638

39 Notes to the Financial Statements

11. Financial Risk Management (continued)

d) Currency Risk

Fund Non Monetary Monetary Net Unhedged Non Monetary Monetary Net Unhedged Currency Assets Assets Assets Assets (Liabilities) (Liabilities) 30.06.2016 30.06.2016 30.06.2016 31.12.2015 31.12.2015 31.12.2015 EUR EUR EUR EUR EUR EUR Metzler Premier Venus Fund AUD 750,000 - 750,000 543,951 3 543,954 CAD ------CHF 4,886,769 - 4,886,769 5,061,766 - 5,061,766 SEK 1,024,674 - 1,024,674 1,342,359 - 1,342,359 USD - (4,341) (4,341) - (4,006) (4,006) Total 6,661,443 (4,341) 6,657,102 6,948,076 (4,003) 6,944,073 Metzler Premier Merkur Fund CHF 4,222,138 169,991 4,392,129 4,900,555 171,361 5,071,916 GBP 1,418,459 - 1,418,459 585,587 3 585,590 NOK 1,147,046 - 1,147,046 308,271 22 308,293 SEK 341,558 - 341,558 447,453 - 447,453 USD 439,678 (3,263) 436,415 589,069 (3,281) 585,788 Total 7,568,879 166,728 7,735,607 6,830,935 168,105 6,999,040

The currency risk of each Fund is actively managed on a daily basis by the Investment Advisor by monitoring and considering the country and associated currency allocation of each Fund's portfolio and by recommending adjustments to these allocations to the Investment Manager where appropriate, taking due account of the investment objectives of each Fund and the best interests of shareholders. Currency risk sensitivity analysis is covered by VaR.

e) Interest Rate Risk Profile of Financial Assets

Interest rate risk is the risk that the fair value and future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is thus exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows.

Metzler Premier Saturn Fund and Metzler Premier Uranus Fund The financial instruments at the period end of Metzler Premier Saturn Fund and Metzler Premier Uranus Fund are equities, collective investment schemes and financial derivative instruments and are therefore non-interest bearing. Any excess cash held with the Depositary is invested at short term market interest rates. As a result the Funds have limited exposure to interest rate risk due to the prevailing levels of market interest rates. Due to the limited exposure to fair value and cashflow interest rate risk, no interest rate risk sensitivity analysis is performed on the Funds.

40 Notes to the Financial Statements

11. Financial Risk Management (continued) e) Interest Rate Risk Profile of Financial Assets (continued)

Due to the limited exposure to fair value and cashflow interest rate risk, no interest rate risk sensitivity analysis is performed on Metzler Premier Uranus Fund.

Metzler Premier Venus Fund The financial instruments at the period end of Metzler Premier Venus Fund are equities and are therefore non-interest bearing. Any excess cash held with the Depositary is invested at short term market interest rates. As a result the Fund has limited exposure to interest rate risk due to the prevailing levels of market interest rates.

Due to the limited exposure to fair value and cash flow interest rate risk, no interest rate risk sensitivity analysis is performed on Metzler Premier Venus Fund.

Metzler Premier Merkur Fund The financial instruments at the period end of Metzler Premier Merkur Fund are equities and financial derivative instruments and are therefore non-interest bearing. Any excess cash held with the Depositary is invested at short term market interest rates. As a result the Fund has limited exposure to interest rate risk due to the prevailing levels of market interest rates.

Due to the limited exposure to fair value and cash flow interest rate risk, no interest rate risk sensitivity analysis is performed on Metzler Premier Merkur Fund. f) Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's Prospectus provides for the daily creation and cancellation of shares and the Company is therefore exposed to the liquidity risk of meeting shareholder redemptions at any time. The Company's assets are considered to be liquid as they can be readily disposed of in the event that cash needs to be raised to meet redemptions or to pay expenses. The Company's redemption policy provides for a three day settlement cycle which is deemed adequate by the Directors of the Company for meeting redemption requirements. Under the terms of the Company's prospectus this cycle may be extended for a period of up to 14 days. In addition the Company's prospectus provides that the Company is not bound to redeem on any Dealing Day more than 10% of the shares of any one Fund. If the number of requests received exceeds that limit, the requests may be reduced proportionately. The Investment Manager monitors liquidity of each Fund on a daily basis and initiates appropriate investment action where necessary to meet liquidity requirements.

The Company's financial liabilities are redeemable participating shares, short term creditors and accruals all payable within one year.

41 Notes to the Financial Statements

11. Financial Risk Management (continued) f) Liquidity Risk

Metzler Metzler Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Merkur Merkur Fund Fund Fund Fund Fund Fund Fund Fund 30.06.2016 31.12.2015 30.06.2016 31.12.2015 30.06.2016 31.12.2015 30.06.2016 31.12.2015 EUR EUR EUR EUR EUR EUR EUR EUR Less than 1 month Payable for investments/redemptions - - 3,682,158 - 610,480 - - - Accrued expenses 105,081 110,417 75,257 80,467 44,371 47,168 67,967 69,254 Redeemable participating shares* 71,724,344 76,283,293 61,789,146 64,836,988 34,965,647 38,670,118 25,810,919 27,954,271 71,829,425 76,393,710 65,546,561 64,917,455 35,620,498 38,717,286 25,878,886 28,023,525 1-3 months Accrued expenses 7,838 7,778 7,923 7,315 4,341 4,006 3,263 3,281 Unrealised fair value loss on futures contracts - - 195,711 - - - - - 7,838 7,778 203,634 7,315 4,341 4,006 3,263 3,281 3 months - 1 year Accrued expenses 11,745 14,963 11,745 14,963 11,744 14,964 11,745 14,962 11,745 14,963 11,745 14,963 11,744 14,964 11,745 14,962

Total 71,849,008 76,416,451 65,761,940 64,939,733 35,636,583 38,736,256 25,893,894 28,041,768

Total Total 30.06.2016 31.12.2015 EUR EUR Less than 1 month Payable for investments/redemptions 4,292,638 - Accrued expenses 292,676 307,306 Redeemable participating shares* 194,290,056 207,744,670 198,875,370 208,051,976 1-3 months Accrued expenses 23,365 22,380 Unrealised fair value loss on futures contracts 195,711 - 219,076 22,380 3 months - 1 year Accrued expenses 46,979 59,852 46,979 59,852 Total 199,141,425 208,134,208

*Redeemable participating shares are payable on demand

42 Notes to the Financial Statements

11. Financial Risk Management (continued)

g) Credit Risk

Credit risk arises where the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. The Company is also exposed to a credit risk on parties with whom it trades equities and collective investment schemes. An additional credit risk exists in relation to cash held on deposit with a credit institution.

All of the Funds within the Company are exposed to a credit risk on parties with whom they trade equity and collective investment schemes. However transactions in these financial instruments are generally settled or paid for on delivery, or cleared through the appropriate clearing system for the market on which the instruments are traded. The risk of default is not considered to be material as delivery of securities sold is generally only made once the Depositary has received confirmation of payment. Payment is also generally only made on a purchase once confirmation of delivery of these securities has been received by the Depositary. The trade will fail if either party fails to deliver the required confirmations.

Substantially all of the Company's securities are held on a fiduciary basis by Brown Brothers Harriman Trustee Services (Ireland) Limited ("Depositary"). Its parent BBH&Co is currently rated A+ by Fitch in the current and prior reporting periods. These assets are held in segregated accounts of each Fund (in accordance with UCITS regulations), reducing the credit risk of holding the assets in safekeeping. The Company will however be exposed to the credit risk of a credit institution holding its deposits. The cash held on overnight deposit of each Fund is held with recognised and reputable financial institutions which form part of the Depositary's list of financial institutions with whom it places money on overnight deposit. An agreement has been reached with the Depositary that the Depositary or its agent will use reasonable endeavours to preclude more than 15% of a respective Fund's NAV being placed on overnight deposit with any one institution.

The Investment Manager analyses credit concentration based on the counterparty of the financial assets that the Company holds and structures the portfolio in line with regulatory guidelines to diversify credit risk. At the period end, the maximum credit exposure of the Company is best represented by carrying amounts of the financial assets as disclosed in the Statement of Net Assets. 12. Financial Derivative Instruments Contracts

During the period, futures contracts were entered into for the purpose of investment and/or hedging strategies. The Company had the following commitments as at the period end and no commitments as at the previous year end:

Futures Contracts - 30.06.2016 Fund/Description No. of Type Currency Contract Maturity Counterparty Unrealised Contracts Price Date Gains / (Losses) at Period End Metzler Premier Saturn Fund ESTX 50 INDEX FUTURES 09 16 142 Short EUR 2,989.0000 19.09.2016 JPMorgan 190,280

Metzler Premier Uranus Fund S+P 500 ST. INDEX FUTURES 09.16 10 Short USD 2,066.0500 16.09.2016 JPMorgan (54,345) SMI-FUTURES (REV. KONTR.) 09 16 50 Short CHF 7,674.0000 19.09.2016 JPMorgan (141,366) (195,711) Metzler Premier Merkur Fund ESTX 50 INDEX FUTURES 09 16 30 Short EUR 2,989.0000 19.09.2016 JPMorgan 40,200

43 Notes to the Financial Statements

13. Exchange Rates

The Euro exchange rates used as at 30 June 2016 and as at 31 December 2015 were:

Currency Currency FX Rate FX Rate Code 30.06.2016 31.12.2015 Australian Dollar AUD 1.4920 1.4966 Canadian Dollar CAD 1.4426 1.51 Czech Koruna CZK 27.0825 27.02 Norwegian Krone NOK 9.2964 9.5227 Japanese Yen JPY 113.9724 131.3955 Polish Zloty PLN 4.4009 4.2457 Romanian Leu RON 4.5224 4.5296 Sterling GBP 0.8311 0.7358 Swedish Krona SEK 9.4128 9.1965 Swiss Franc CHF 1.0823 1.0807 Turkish Lira TRY 3.1947 3.1877 US Dollar USD 1.1110 1.0914 14. Soft Commissions

In October 2015, Metzler Asset Management ("MAM") entered into a commission sharing agreement with UBS. The agreement became effective in February 2016. 15. Investments

All the securities held at the period end are transferable securities listed or traded on a Recognised Market.

16. Changes to the Prospectus

There were no new Prospectuses issued during the reporting period.

17. Segregated Liability

The Company is structured as an umbrella fund with segregated liability between its sub funds. Accordingly, each Fund will bear its own liabilities and is not liable for liabilities of other Funds.

44 Additional Disclosures to the Shareholders of Metzler Premier Funds plc

Remuneration Disclosures Sustainability and the avoidance of excessive risks have always been given top priority in the Metzler Group remuneration policy, which is thus based on a long term perspective. The Metzler remuneration policy, which is applied to all group companies, is a component of the overall low risk business strategy of the Metzler Group.

Metzler's remuneration to staff comprises of fixed (base salary) and variable (bonus or special payments) remuneration components. The base salary element provides employees with appropriate compensation for their work which reflects the tasks and responsibilities entrusted to them, and encourages the long-term commitment of employees to Metzler. This system thus rules out any significant dependence on variable remuneration components so that the possibility of employees being rewarded for taking unreasonable risks is avoided. The remuneration of staff is not linked to the performance of individual funds.

One of the key aims of the remuneration policy is the alignment of risks taken by identified staff with the interests of Metzler Ireland Limited (“MIL”), the funds under management and the underlying unitholders. The Board of MIL in applying this remuneration policy aims to avoid or appropriately manage any relevant conflicts of interest and believes the adoption of the stated remuneration policy achieves this objective.

45 Management and Administration

Registered Office Kilmore House Spencer Dock North Wall Quay Dublin 1 Ireland

Directors of the Company Robert Burke (independent director) Rainer Matthes Keith Milne Damien Owens Joachim Treppner Deirdre Yaghootfam

Manager and Administrator Metzler Ireland Limited Kilmore House Spencer Dock North Wall Quay Dublin 1 Ireland

Investment Manager Metzler Asset Management GmbH Untermainanlage 1 60329 Frankfurt am Main Germany

Investment Adviser B. Metzler seel. Sohn & Co. KGaA. Untermainanlage 1 60329 Frankfurt am Main Germany

Huber, Reuss & Kollegen Vermögensverwaltung GmbH Steinsdorfstraße 13 80538 München Germany

Company Secretary Robert Burke Riverside One Sir John Rogerson's Quay Dublin 2 Ireland

Legal Advisors McCann FitzGerald Solicitors Riverside One Sir John Rogerson's Quay Dublin 2 Ireland

Depositary Brown Brothers Harriman Trustee Services (Ireland) Ltd. 30 Herbert Street Dublin 2 Ireland

Independent Auditors KPMG Chartered Accountants, Statutory Audit Firm 1 Harbourmaster Place Dublin 1 Ireland

46 Metzler Premier Funds plc

Financial Statements for the Year Ended 31 December 2015

Audited Table of Contents

Directors' Report 3

Investment Reviews 6

Portfolio and Statement of Changes in Investments 14

Fund Summary Information 27

Profit and Loss Account 28

Statement of Net Assets 30

Statement of Changes in Net Assets Attributable of the Holders of Redeemable Shares 32

Notes to the Financial Statements 34

Independent Auditor's Report 50

Report of the Custodian 52

Management and Administration 53

2 Directors' Report

The Directors present their annual report together with the audited financial statements of Metzler Premier Funds p.l.c. (“the Company”) for the year ended 31 December 2015.

Principal Activities

Metzler Premier Funds p.l.c. is an investment company with variable capital organised under the laws of Ireland and has its registered office at Kilmore House, Spencer Dock, North Wall Quay, Dublin 1, Ireland. It is authorised as an Undertakings for Collective Investment in Transferable Securities pursuant to the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations, 2011 and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015.

The purpose for which the Company is established is the collective investment in transferable securities of capital raised from the public, operating on the principle of risk-spreading. The Company aims to provide investors with the opportunity to invest in a variety of funds investing in equities, equity related securities and open-ended collective investment schemes and warrants.

The Company has four active sub funds (“the Funds”) as at 31 December 2015 as follows:

Metzler Premier Saturn Fund Metzler Premier Uranus Fund Metzler Premier Venus Fund Metzler Premier Merkur Fund

METZLER IRELAND LIMITED as Manager and Administrator of the Company Metzler Ireland Limited continued to act as Manager and Administrator of the Company during the fiscal year.

In accordance with the management agreement, the Manager has delegated certain of its functions to the Investment Manager: Metzler Asset Management GmbH ("MAM").

Significant Activities during the Business Year

Results The results of operations for the year are stated on pages 28 to 29 of the financial statements (Profit and Loss Account).

Performance and Performance Measurement A detailed performance review for each Fund is included in the Investment Reviews section on pages 6 to 13.

Principal Risks and Uncertainties A description of the risks and uncertainties facing each Fund is included in Note 12 to the financial statements.

Changes to the Board of Directors of the Company During the reporting period there was a change to the Board of Directors as follows: Mr Frank-Peter Martin, Mr Andreas Schmidt and Mr Gerhard Wiesheu resigned from the Board on 31 August 2015, 31 March 2015 and 30 June 2015 respectively. Dr Rainer Matthes and Mr Joachim Treppner were appointed to the Board on 13 May 2015 and 6 May 2015 respectively.

Appointment of an Additional Investment Adviser On 15 April 2015, Huber, Reuss & Kollegen Vermögensverwaltung GmbH was appointed an Investment Adviser of Metzler Premier Uranus Fund.

Future Developments and Post Balance Sheet Events There were no significant post balance sheet events. It is the intention of the Directors to continue to develop the investment activities of the Company.

Directors The following individuals served as Directors of the Company during the financial year:

Robert Burke (independent director) Frank-Peter Martin (resigned on 31 August 2015) Rainer Matthes (appointed on 13 May 2015) Keith Milne Damien Owens Andreas Schmidt (resigned on 31 March 2015) Joachim Treppner (appointed on 6 May 2015) Gerhard Wiesheu (resigned on 30 June 2015) Deirdre Yaghootfam

3 Directors' Report

Directors' and Secretaries Interests None of the Directors, the Company Secretary nor their families held, at 31 December 2015 or during the year, any beneficial interest in the shares of the Company.

Statement of Directors' Responsibilities The directors are responsible for preparing the Directors' Report and financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Company financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and the Republic of Ireland.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Company and of its changes in net assets attributable to holders of redeemable participating shares for that year. In preparing the financial statements, the directors are required to:

ò select suitable accounting policies and then apply them consistently; ò make judgements and estimates that are reasonable and prudent; and ò state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ò prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

In carrying out the above requirements the Directors have appointed Metzler Ireland Limited to act as Manager of the Company.

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company and enable them to ensure that the financial statements comply with the Companies Act 2014, the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company. In this regard they have entrusted the assets of the Company to a trustee for safe-keeping. They have general responsibility for taking such steps as are reasonably open to them to prevent and detect fraud and other irregularities.

The Directors are also responsible for preparing a Directors' Report that complies with the requirements of the Companies Act 2014. The Directors of the Company have approved the adoption of the Irish Fund Industry Association Corporate Governance Code (“the Code”).

The measures which the Directors have taken to ensure that proper accounting records are kept are the adoption of suitable policies for recording transactions, assets and liabilities, the employment of appropriately qualified staff and the use of computer and documentary systems. The Company’s books of account are held at Kilmore House, Spencer Dock, North Wall Quay, Dublin 1, Ireland.

The Central Bank (Supervision and Enforcement) Act 2013 (Section 41) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 "Dealings by promoter, manager, custodian, investment adviser and group companies" state that any transaction carried out with these "connected parties" must be carried out as if negotiated at arm's length. Transactions must be in the best interests of the shareholders.

The Board of Directors are satisfied that there are arrangements (evidenced by written procedures) in place, to ensure that the obligations set out in the Central Bank (Supervision and Enforcement) Act 2013 (Section 41) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 are applied to all transactions with connected parties; and the Board of Directors is satisfied that transactions with connected parties entered into during the period complied with the obligations set out in this paragraph.

Political and Charitable Contributions The Company made no disclosable political donations, charitable contributions, or incurred any disclosable political expenditure during the year.

Accounting Records The Directors believe that they have complied with the requirements of sections 281 to 285 of the Companies Act 2014 with regards to adequate accounting records by emplying accounting personnel with appropriate expertise and by providing adequate resources to the financial function. The accounting records of the Company are maintained at Kilmore House, Spencer Dock, Northwall Quay, Dublin 1.

Investment Reviews Metzler Premier Saturn Fund Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in a broad portfolio of equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

Fund Report The central banks played a prominent role on capital markets around the world again in 2015. It started with the decision by the Swiss National Bank (SNB) to abandon the lower limit on the euro exchange rate. This was followed by the start of the European Central Bank’s bond purchase programme in March – and the expansion of the same in December – and the surprising devaluation of the yuan by the People’s Bank of China (PBoC) in August. Finally, the long-awaited first increase in US Federal Reserve (FED) interest rates in nine years was announced in December. Overall economic performance was sustained by the domestic economy both in the US and Europe – primarily due to low oil prices. The weakness of the euro, resulting from the diverging central bank policies of the FED and the ECB, further boosted the economy within the eurozone. The declining economic momentum in emerging markets continued in 2015 – partly due to some countries’ high dependence on commodities – while fear of China’s impending hard landing has to date proven to be somewhat unfounded. Overall, the global economy was able to grow at a speed of 3.1% over the course of 2015.

At the end of the year, the major share indices – each calculated in their respective reference currency – all looked very different: European and Japanese equity indices were turbulent, finishing the year below their year-high, but still generating a reasonable increase when looking across the whole of 2015 (STOXX Europe 50: 6.5%, Nikkei 225: 11.0%). Initial gains on US equities melted almost completely away in the second half of the year, meaning that the S&P 500 posted a result that was more or less unchanged compared to the start of the year (S&P 500: 1.4%). The MSCI Emerging Markets Index delivered a particularly disappointing performance, losing a considerable 14.9% of its value within the year. Mirroring the gloomy outlook in the real economy, the emerging economies in particular acted as a brake on the global equity market over the past year, which – measured against the MSCI World index – disappointed somewhat with a result of -0.9%. The euro continued to depreciate against many other currencies last year. As in 2014, this is primarily a result of the expansive monetary policy implemented by the ECB. The euro lost 10.2% against the US dollar in 2015, while the single currency lost 9.8% against the Japanese yen and 5.1% against the British pound. The SNB caused turbulence on the currency market at the start of last year, as in January it ceased pegging the value of the Swiss franc to the euro – an exchange rate which was previously fixed at a minimum of 1.20 EUR/CHF. Consequently, the Swiss currency gained around 10.5 % against the euro in the past year.

Our analysis of the global economic outlook enables us to project continuing growth of the world economy amounting to 3.2% for 2016. Meanwhile, at a regional level, we anticipate largely steady growth in industrialised countries. On the other hand, growth in emerging-market countries should continue to be curbed by structural adjustments, even though some countries have experienced a slight recovery. In our opinion, the favourable economic situation, combined with low oil and commodity prices and low interest rates, serve as a basis for attractive corporate profits. European companies are therefore expected to record higher earnings growth in 2016 than their counterparts in the United States. Considered together with the relatively favourable valuations in the Europe region, especially in comparison to the US, we see further upward potential in particular for the European equity markets. In our opinion, the relatively low valuation and structurally high absolute growth of the emerging-market countries offer a promising long-term outlook for these countries.

In this environment which we continue to assess as positive, we gradually increased the investment ratio of the fund from 91% to approx. 94%. The weighting of the Europe region thus increased at the expense of the weighting of the US and the UK. At industry level, our acquisitions have focused in particular on the cyclical consumer and technology sectors. At the same time, we have decreased the weighting of the commodities and oil & gas sectors. We are retaining our high absolute weightings in the industry, chemicals, health and financial sectors due to the unchanged positive outlook for these sectors. We forecast continuing high volatility due to the existing uncertainties with respect to future political events in Europe, geopolitical risks and speculation surrounding the economic climate in China and the United States.

6 Investment Reviews Metzler Premier Saturn Fund Performance in review period % 5.21

Structure of the Fund as at 31.12.2015

Net Assets EUR 76,283,293

Shares in Issue 515,000.000

Net Asset Value per Share EUR 148.12

ISIN IE00B28QM968

WKN A0M53M

7 Investment Reviews Metzler Premier Uranus Fund

Fund Report 2015 was a year with many challenges for investors. After a positive upswing in the first few months of 2015, the international stock markets came into some turbulences in the second half of the year. In Europe, we saw a surprisingly strong economic recovery. The weak euro and the monetary easing of the European Central Bank (ECB) ensured an annual increase (including dividends) of 7.35 % for the Euro Stoxx 50 index. The tough negotiations between Greece and the international creditors in the summer months didn't hinder the positive mood of investors. Stabilisers in the fund's portfolio were food and consumer goods producers like Danone, Unilever, Procter&Gamble and Nestle. Real Estate stocks (such as PSP Swiss Property and Deutsche Euroshop) were included in the portfolio because of the low interest rates in 2015. Anoter a stable segment in the portfolio was the healthcare sector. Sanofi, Roche and Novartis are the big healthcare names in the Uranus Fund. The Swatch Group and the German carmaker Daimler AG were temporarily under pressure during the year, as they were impacted by further problems seen in the development of the Chinese economy. Investors had to handle a series of negative news, about the stock market crash, bankruptcies and the depreciation of the Renminbi. From our perspective, however, the hysteria was incomprehensible. We see a slump in the markets as a natural response to the dramatic price gains of the previous months. Moreover, the distortions are likely to have no significant economic impact on the portfolio, because not a lot of Chinese people are involved in the stock market. The great task of transforming China from the "workbench of the world" into a consumer and service economy, will keep us busy in the next few years.

In 2015 the slowdown of commodity-producing countries and companies holds on. After a short breather in the first quarter the downtrend in commodity prices continued. The price of oil slipped by nearly 40 % to the lowest level since 2004. The impact for oil related stocks in the portfolio was strong. Royal Dutch, Repsol and Schlumberger LTD were under pressure and stocks of the oil segment were sold out of many portfolios. Prices of industrial metals as copper and iron lost significantly in 2015. The consequences are clear: Russia and Brazil two of the main raw material nations went into recession. We reduced some bigger positions in this sector like BHP. The failure rate of heavily indebted oil and metal promoters in the United States rose more than eight % and weighed on the entire market of high-yield bonds in America. Even the stock market in the United States felt the impact of commodity weakness. The S&P500 Index Performance was 1.38 % at end the year (including dividends). Due to the significant depreciation of the euro investors from the euro area took advantage from significant foreign exchange gains. The index of the 500 largest publicly traded US companies won in euro terms 12.90 %.

Most of the successful US stocks this year came from the technology sector. Alphabet (ex Google) and Activision Blizzard were good performers during the year, while the mining and energy sectors didn't do so well. This fact reflects the state of the entire US economy. The industrial sector is in a recessionary environment. The first US rate hike in a decade, i.e. the most important decision of the year had unspectacular impacts to the markets. The markets were well prepared for this event in December. The dollar strength is likely to present some challenges to the FED (Federal Reserve) in 2016. The big question on everyone's mind is whether the Fed will be able to find the right balance while tightening the monetary policy. This is likely to be no easy task, especially since the presidential election in 2016 casts its shadow on the whole process. We are more optimistic about new opportunities in Japan, because of rising company profits across a number of industries. New technologies like robotics will shape the future. Japanese companies like FANUC will be part of it. The portfolio management team is looking forward to an exciting 2016.

Performance in review period % 7.61

8 Investment Reviews Metzler Premier Uranus Fund

Structure of the Fund as at 31.12.2015

Net Assets EUR 64,836,988

Shares in Issue 550,400.000

Net Asset Value per Share EUR 117.80

ISIN IE00B28QMB83

WKN A0M53N

9 Investment Reviews Metzler Premier Venus Fund Investment Principle The investment objective of the Fund is to achieve long term capital appreciation through investment in a portfolio of equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets, debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

Fund Report Mario Draghi kept his word to do “whatever it takes” and announced the European version of quantitative easing in January and despite worries about the newly elected Syriza government, European markets rallied right into April. From then on, first the negotiations with Tsipras and Varoufakis seemed to lead nowhere and subsequently the Chinese equity bubble burst (albeit previously instigated by the central government); these and other events led to weaker markets with an anti-climax peaking on 24 August when the Chinese government gave up support for the Renminbi and let it devalue freely. Apparently this also troubled the FED as they did not raise rates in September as expected and quasi-announced a raise; they pointed to global developments as an explanation for their decision which again burdened international equity markets. Eventually, in December, a raise was decided. All the while the ECB disappointed by not following a policy as loose as expected. Commodities weighed on headline inflation rates throughout the year; one intensifying reason for that was a slower Chinese economy. The stronger USD (anticipation of rate increases) as well as the suddenly stronger CHF (the Swiss National Bank halted the Franc intervention allowing the currency to appreciate) helped the Euro area immensely along with weak oil, as well as, low commodity prices and interest rates.

Throughout the strong and sharp rally in European equity markets we either completely sold or at least reduced several positions owing to considerations of valuation: Salzgitter, Alcatel-Lucent, Deutsche Bank, Prysmian, Generali (sold); Danone, Siemens, HeidelbergCement (reduced). We also reduced K+S after the takeover offer by Potash Corp. since we did not trust the deal to go through; which in the end it did not. We also reduced exposure to the chemical sector by selling part of Clariant. The sale of Adidas was due to its fair value being reached. Early on in the year we bought Intesa Sanpaolo and ING, the former because of its asset quality and the Italian recovery and the latter owing to its excellent balance sheet and strong positioning. Furthermore, Roche (worldwide reach, strong pipeline and targeting important wide-spread diseases), Swatch (consumer spending and diversification), Renault (strong reach and diversification); and VW which did not go as planned when an emissions scandal caused the share price to drop severely causing us to sell the position again after a rebound. SAP was bought and sold within two and a half months as it had neared its fair value in such a short time. At the end of the reporting period the liquidity stood at 13.2% of the entire fund, which is a significant increase from 2.2% in the beginning of the year.

Performance in review period % 9.87 Structure of the Fund as at 31.12.2015

10 Investment Reviews Metzler Premier Venus Fund Net Assets EUR 38,670,118

Shares in Issue 288,638.281

Net Asset Value per Share EUR 133.97

ISIN IE00B28QMC90

WKN A0M53D

11 Investment Reviews Metzler Premier Merkur Fund

Investment Principle The investment objective of the Fund is to achieve long term capital appreciation by investing in equities and equity related securities of companies located in OECD Member States, non-OECD Member States and Emerging Markets. The Fund may also invest in debt securities, deposits with credit institutions and/or Money Market Instruments and Collective Investment Schemes.

At the end of the year, the European share indices – each calculated in their respective reference currency – all looked very different: the European STOXX50Europe index closed with a gain of 6.50%, while there were significant variations between each country. The core countries were generally out in front, with the German DAX index at 9.60%, the Italian FTSE MIB index at 15.80%, and the French CAC40 Index at 11.90%. In Switzerland, however, the SMI index closed at 1.14%, while the FTSE100 index in the UK and the IBEX index in Spain were forced to close with a minus of 1.00% and 3.70% respectively. The euro continued to depreciate against many other currencies last year. As in 2014, this is primarily a result of the expansive monetary policy implemented by the ECB. The euro lost 10.20% against the US dollar in 2015, while the single currency lost 5.10% against the British pound. The SNB caused turbulence on the currency market at the start of last year, as in January it ceased pegging the value of the Swiss franc to the euro – an exchange rate which was previously fixed at a minimum of 1.20 EUR/CHF. Consequently, the Swiss currency gained around 11.46% against the euro in the past year.

Our analysis of the global economic outlook enables us to project continuing growth of the world economy amounting to 3.20% for 2016. Meanwhile, at a regional level, we anticipate largely steady growth in industrialised countries. On the other hand, growth in emerging-market countries should continue to be curbed by structural adjustments, even though some countries have experienced a slight recovery. In our opinion, the favourable economic situation, combined with low oil and commodity prices and low interest rates, serve as a basis for attractive corporate profits. European companies are expected to be boosted by the low price of oil, the weak euro and continued low interest rates in 2016. Considered together with the relatively favourable valuations in the Europe region, we see further upward potential especially for the European equity markets compared to the most significant economic regions worldwide.

In this environment, which we continue to assess as positive, we held the investment ratio of the fund above 93% for long periods but due to sales for valuation reasons allowed this to reduce slightly in the fourth quarter. We simultaneously increased the weighting of individual shares in Germany and France, at the expense of country weightings in the UK and Italy. At industry level, our acquisitions have focused in particular on the cyclical consumer, industry and technology sectors. At the same time, we have decreased the weighting of the telecommunications, commodities, and oil & gas sectors. We are retaining our high absolute weightings in the industry, chemicals, health and financial sectors due to the unchanged positive outlook for these sectors. We forecast continuing high volatility due to the existing uncertainties with respect to political vagaries in Europe, geopolitical risks and speculation surrounding the economic climate in China and the United States.

12 Investment Reviews Metzler Premier Merkur Fund

Performance in review period % 11.46

Structure of the Fund as at 31.12.2015

Net Assets EUR 27,954,271

Shares in Issue 205,594.000

Net Asset Value per Share EUR 135.97

ISIN IE00B28QM638

WKN A0M53J

13 Metzler Premier Saturn Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Australia BHP BILLITON AUD 80,000 35,000 - 115,000 1,589,271.88 2.19 1,390,097.22 1.82 SOUTH32 LTD AUD - 115,000 115,000 - - - - - Total Australia 1,589,271.88 2.19 1,390,097.22 1.82

Curacao SCHLUMBERGER USD 30,000 - - 30,000 2,131,776.89 2.94 1,914,326.29 2.51 Total Curacao 2,131,776.89 2.94 1,914,326.29 2.51

France ENGIE S.A. INH. EUR 50,000 60,000 - 110,000 969,250.00 1.34 1,807,300.00 2.37 MICHELIN NOM. EUR 14,000 6,000 - 20,000 1,048,040.00 1.45 1,769,400.00 2.32 RENAULT INH. EUR 25,000 - - 25,000 1,505,250.00 2.08 2,358,250.00 3.09 SANOFI SA INHABER EUR 27,000 - - 27,000 2,025,000.00 2.79 2,152,170.00 2.82 Total France 5,547,540.00 7.65 8,087,120.00 10.60

Germany ALLIANZ SE VNA O.N. EUR 20,000 3,000 8,000 15,000 2,747,000.00 3.79 2,453,250.00 3.22 BASF SE NA O.N. EUR 35,000 - - 35,000 2,445,800.00 3.37 2,475,200.00 3.24 DEUTSCHE BOERSE NA O.N. EUR - 10,000 - 10,000 - - 813,900.00 1.07 DEUTSCHE POST AG NA O.N. EUR - 87,000 - 87,000 - - 2,258,085.00 2.96 INFINEON TECH.AG NA O.N. EUR 250,000 - - 250,000 2,211,250.00 3.05 3,376,250.00 4.43 MUENCH.RUECKVERS.VNA O.N. EUR 16,000 - - 16,000 2,652,000.00 3.66 2,952,800.00 3.87 SALZGITTER AG O.N. EUR 43,500 - 43,500 - 1,018,335.00 1.40 - - SAP SE O.N. EUR - 30,000 - 30,000 - - 2,201,400.00 2.89 SIEMENS AG NA EUR 31,000 - - 31,000 2,906,250.00 4.01 2,786,280.00 3.65 TUI AG NA EUR - 140,000 - 140,000 - - 2,349,900.00 3.08 Total Germany 13,980,635.00 19.28 21,667,065.00 28.40

Italy INTESA SANPAOLO EO 0,52 EUR 1,000,000 - - 1,000,000 2,422,000.00 3.34 3,088,000.00 4.05 Total Italy 2,422,000.00 3.34 3,088,000.00 4.05

14 Metzler Premier Saturn Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Netherlands ING GROEP NV CVA EO -,24 EUR - 150,000 - 150,000 - - 1,892,250.00 2.48 KONINKLIJKE DSM EO 1,50 EUR 40,000 - - 40,000 2,015,600.00 2.78 1,873,200.00 2.46 Total Netherlands 2,015,600.00 2.78 3,765,450.00 4.94

Spain BCO BIL.VIZ.ARG. -ANR.- EUR - 270,000 270,000 - - - - - BCO BIL.VIZ.ARG. -ANR.- EUR - 220,000 220,000 - - - - - BCO BIL.VIZ.ARG. -ANR.- EUR 220,000 - 220,000 - 17,380.00 0.02 - - BCO BIL.VIZ.ARG.NOM.EO-49 EUR 220,000 50,000 - 270,000 1,728,540.00 2.38 1,845,720.00 2.42 REPSOL S.A. -ANR.- EUR 125,000 - 125,000 - 56,875.00 0.08 - - REPSOL S.A. INH. EUR 125,000 - 125,000 - 1,945,625.00 2.68 - - Total Spain 3,748,420.00 5.17 1,845,720.00 2.42

Switzerland ABB LTD. NA CHF 150,000 - - 150,000 2,636,896.59 3.64 2,492,828.72 3.27 CLARIANT NA CHF 140,000 - - 140,000 1,946,530.29 2.68 2,462,663.09 3.23 CRED.SUISSE GRP NA SF-,04 CHF 70,000 - 70,000 - 1,459,897.72 2.01 - - ROCHE HLDG AG GEN. CHF 11,500 - - 11,500 2,581,056.92 3.56 2,941,241.79 3.86 SWATCH GRP AG INH.SF 2,25 CHF - 7,000 - 7,000 - - 2,268,344.59 2.97 Total Switzerland 8,624,381.52 11.90 10,165,078.19 13.33

United Kingdom ANTOFAGASTA PLC GBP 250,000 - 250,000 - 2,414,454.75 3.33 - - Total United Kingdom 2,414,454.75 3.33 - -

United States AMGEN INC. USD 20,000 2,000 - 22,000 2,640,963.46 3.64 3,291,684.61 4.32 DEERE CO. USD 20,000 10,000 - 30,000 1,470,837.27 2.03 2,130,388.97 2.79 EMC CORP. (MASS.) DL-,01 USD 100,000 30,000 - 130,000 2,478,523.57 3.42 3,063,728.41 4.02 GENL EL. CO. USD 145,000 - 145,000 - 3,047,926.34 4.20 - -

15 Metzler Premier Saturn Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

United States OCCIDENTAL PET. USD 40,000 5,000 - 45,000 2,676,641.05 3.69 2,763,458.10 3.62 Total United States 12,314,891.69 16.99 11,249,260.09 14.75

Total Equity Investments 54,788,971.73 75.57 63,172,116.79 82.81

Total Investment in Transferable Securities at Fair Value 54,788,971.73 75.57 63,172,116.79 82.81

Investment in Collective Investment Schemes HEND.HOR.-AS.DIV.I.I A.DL USD 295,000 30,000 - 325,000 4,583,418.97 6.32 5,125,074.45 6.72 M+G I.(7)-GL.EM.MAR.CADL USD 200,000 - - 200,000 3,759,513.34 5.19 3,588,271.41 4.70 Total Investment in Collective Investment Schemes 8,342,932.31 11.51 8,713,345.86 11.42

Total Investments 71,885,462.65 94.23

Net Current Assets 4,397,829.88 5.77

Total Net Assets 76,283,292.53 100.00

All securities are transferable securities and collective investment schemes listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 82.67 Collective investment schemes 11.40 Other current assets 5.93 100.00

16 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Australia BHP BILLITON DL -,50 AUD 75,000 - 75,000 - 1,489,942.38 2.47 - - SOUTH32 LTD AUD - 75,000 75,000 - - - - - Total Australia 1,489,942.38 2.47 - -

Canada GOLDCORP INC. CAD - 25,000 - 25,000 - - 263,921.88 0.41 Total Canada - - 263,921.88 0.41

Curacao SCHLUMBERGER USD - 7,000 - 7,000 - - 446,676.14 0.69 Total Curacao - - 446,676.14 0.69

France ALCATEL-LUCENT EUR 750,000 - 750,000 - 2,217,000.00 3.68 - - DANONE S.A. EUR 45,000 - - 45,000 2,430,000.00 4.03 2,836,800.00 4.38 ENGIE S.A. INH. EUR 100,000 - 50,000 50,000 1,938,500.00 3.22 821,500.00 1.27 MICHELIN NOM. EUR 34,500 - 24,500 10,000 2,582,670.00 4.29 884,700.00 1.36 ORANGE INH. EUR - 40,000 - 40,000 - - 623,200.00 0.96 SANOFI SA INHABER EUR 30,000 - 15,000 15,000 2,250,000.00 3.73 1,195,650.00 1.84 ST GOBAIN EUR - 12,000 - 12,000 - - 482,220.00 0.74 Total France 11,418,170.00 18.95 6,844,070.00 10.56

Germany ADIDAS AG NA O.N. EUR 20,000 - 20,000 - 1,152,400.00 1.91 - - ALLIANZ SE VNA O.N. EUR 25,000 - 10,000 15,000 3,433,750.00 5.70 2,453,250.00 3.78 BASF SE NA O.N. EUR 37,000 - 25,500 11,500 2,585,560.00 4.29 813,280.00 1.25 BAUER AG EUR 30,000 - 30,000 - 400,500.00 0.66 - - BAYER AG NA EUR - 6,000 - 6,000 - - 694,800.00 1.07 CENIT AG O.N. EUR - 25,000 - 25,000 - - 511,500.00 0.79 DAIMLER AG NA O.N. EUR - 7,500 - 7,500 - - 581,850.00 0.90 DEUTSCHE BANK AG NA O.N. EUR 90,000 - 70,000 20,000 2,248,650.00 3.73 450,500.00 0.69 DEUTSCHE EUROSHOP AG O.N. EUR - 10,000 - 10,000 - - 404,600.00 0.62 DEUTSCHE POST AG NA O.N. EUR - 30,000 - 30,000 - - 778,650.00 1.20 DT.TELEKOM AG NA EUR - 50,000 - 50,000 - - 834,500.00 1.29 EVONIK INDUSTRIES AG EUR - 12,000 - 12,000 - - 367,380.00 0.57

17 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Germany HEIDELBERGCEMENT AG O.N. EUR 50,000 - 33,000 17,000 2,940,500.00 4.88 1,285,540.00 1.98 INFINEON TECH.AG NA O.N. EUR 200,000 - 185,000 15,000 1,769,000.00 2.94 202,575.00 0.31 K+S AG NA O.N. EUR 120,000 15,000 120,000 15,000 2,749,800.00 4.56 354,300.00 0.55 LINDE AG O.N. EUR 11,500 - - 11,500 1,773,300.00 2.94 1,539,850.00 2.37 LUFTHANSA AG VNA O.N. EUR 150,000 - 100,000 50,000 2,074,500.00 3.44 728,250.00 1.12 MUENCH.RUECKVERS.VNA O.N. EUR 20,000 - 10,000 10,000 3,315,000.00 5.50 1,845,500.00 2.85 SALZGITTER AG O.N. EUR 65,000 - 65,000 - 1,521,650.00 2.53 - - SIEMENS AG NA EUR 22,500 - 8,000 14,500 2,109,375.00 3.50 1,303,260.00 2.01 TUI AG NA EUR 150,000 - 125,000 25,000 2,070,000.00 3.44 419,625.00 0.65 Total Germany 30,143,985.00 50.03 15,569,210.00 24.01

Italy GENERALI EUR 125,000 - 125,000 - 2,125,000.00 3.53 - - PRYSMIAN S.P.A. EUR 55,000 - 25,000 30,000 833,250.00 1.38 607,800.00 0.94 Total Italy 2,958,250.00 4.91 607,800.00 0.94

Japan FANUC CORP. JPY - 4,000 - 4,000 - - 640,806.91 0.99 Total Japan - - 640,806.91 0.99

Netherlands HEINEKEN EUR - 10,000 - 10,000 - - 797,800.00 1.23 ING GROEP NV CVA EO -,24 EUR - 25,000 - 25,000 - - 315,375.00 0.49 UNILEVER CVA EUR - 20,000 - 20,000 - - 810,600.00 1.25 Total Netherlands - - 1,923,775.00 2.97

Spain BCO BIL.VIZ.ARG. -ANR.- EUR - 250,000 250,000 - - - - - BCO BIL.VIZ.ARG.NOM.EO-49 EUR 125,000 125,000 250,000 - 982,125.00 1.63 - - REPSOL S.A. -ANR.- EUR - 40,000 - 40,000 - - 18,800.00 0.03 REPSOL S.A. INH. EUR - 40,000 - 40,000 - - 412,000.00 0.64 Total Spain 982,125.00 1.63 430,800.00 0.66

18 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Sweden ERICSSON B (FRIA) SEK 140,000 - - 140,000 1,401,017.17 2.33 1,252,867.94 1.93 Total Sweden 1,401,017.17 2.33 1,252,867.94 1.93

Switzerland ABB LTD. NA CHF 130,000 - 55,000 75,000 2,285,310.38 3.79 1,246,414.36 1.92 CLARIANT NA CHF 170,000 - 120,000 50,000 2,363,643.92 3.92 879,522.53 1.36 NESTLE NAM. CHF - 15,000 - 15,000 - - 1,034,746.00 1.60 NOVARTIS NAM. CHF - 9,500 - 9,500 - - 763,023.97 1.18 PSP SWISS PROP. CHF - 7,000 - 7,000 - - 570,000.93 0.88 ROCHE HLDG AG GEN. CHF - 8,000 - 8,000 - - 2,046,081.24 3.16 SWATCH GRP AG INH.SF 2,25 CHF - 6,000 3,000 3,000 - - 972,147.68 1.50 SYNGENTA AG NA CHF - 2,000 - 2,000 - - 726,010.92 1.12 ZURICH INSUR.GR.NA.SF0,10 CHF - 2,500 - 2,500 - - 597,760.71 0.92 Total Switzerland 4,648,954.30 7.72 8,835,708.34 13.63

United Kingdom MARKS SPENCER GRP GBP - 60,000 - 60,000 - - 372,329.44 0.57 ROYAL DUTCH SHELL A (EUR) EUR 92,000 - 47,000 45,000 2,545,180.00 4.22 953,325.00 1.47 ROYAL MAIL PLC LS -,01 GBP - 60,000 - 60,000 - - 366,132.10 0.56 Total United Kingdom 2,545,180.00 4.22 1,691,786.54 2.61

United States ACTIVISION BLIZZARD INC. USD - 12,000 - 12,000 - - 433,554.77 0.67 ALPHABET INC.CL C DL-,001 USD - 1,000 - 1,000 - - 706,464.47 1.09 CISCO SYSTEMS USD - 25,000 - 25,000 - - 630,640.95 0.97 GILEAD SCIENCES USD - 6,000 - 6,000 - - 561,653.00 0.87 MOSAIC CO. (NEW) USD - 20,000 - 20,000 - - 519,540.02 0.80 NEWMONT MNG CORP. DL 1,60 USD - 30,000 - 30,000 - - 488,477.57 0.75 PFIZER INC. USD - 15,000 - 15,000 - - 450,130.57 0.69

19 Metzler Premier Uranus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

United States PROCTER GAMBLE USD - 7,000 - 7,000 - - 513,574.93 0.79 Total United States - - 4,304,036.28 6.64

Total Equity Investments 55,587,623.85 92.26 42,811,459.03 66.03

Total Investment in Transferable Securities at Fair Value 55,587,623.85 92.26 42,811,459.03 66.03

Investment in Collective Investment Schemes DB X-TRACK.DAX ETF(DR)1C EUR - 17,250 - 17,250 - - 1,820,910.00 2.81 ISHARES EO STOXX 50 U.ETF EUR - 60,000 - 60,000 - - 1,985,700.00 3.06 ISHARES NIKKEI 225 U.ETF EUR - 100,000 - 100,000 - - 1,444,000.00 2.23 ISHS CORE DAX UCITS ETF EUR - 30,000 - 30,000 - - 2,849,100.00 4.39 ISHS V-S+P 500 MON.EO-HDZ EUR - 30,000 - 30,000 - - 1,418,700.00 2.19 ISHS-S+P 500 DIST EUR - 100,000 - 100,000 - - 1,890,000.00 2.92 ISHSII-MSCI EUR.UCETF DIS EUR - 60,000 - 60,000 - - 1,373,700.00 2.12 ISHSV-MSCI JP EO-H UC. DZ EUR - 30,000 - 30,000 - - 1,353,000.00 2.09 LYXOR ETF HONG KONG HSI D EUR - 45,000 - 45,000 - - 1,105,650.00 1.71 Total Investment in Collective Investment Schemes - - 15,240,760.00 23.51

Total Investments 58,052,219.03 89.54

Net Current Assets 6,784,768.84 10.46

Total Net Assets 64,836,987.87 100.00

All securities are transferable securities and collective investment schemes listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 65.92 Collective investment schemes 23.47 Other current assets 10.61 100.00

20 Metzler Premier Venus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Australia BHP BILLITON DL -,50 AUD 45,000 - - 45,000 893,965.43 2.54 543,951.09 1.41 SOUTH32 LTD AUD - 45,000 45,000 - - - - - Total Australia 893,965.43 2.54 543,951.09 1.41

France ALCATEL-LUCENT EUR 475,000 - 475,000 - 1,404,100.00 3.99 - - DANONE S.A. EUR 30,000 - 5,000 25,000 1,620,000.00 4.60 1,576,000.00 4.08 ENGIE S.A. INH. EUR 50,000 - - 50,000 969,250.00 2.75 821,500.00 2.12 MICHELIN NOM. EUR 19,500 5,000 9,500 15,000 1,459,770.00 4.15 1,327,050.00 3.43 RENAULT INH. EUR - 12,000 - 12,000 - - 1,131,960.00 2.93 SANOFI SA INHABER EUR 20,000 - - 20,000 1,500,000.00 4.26 1,594,200.00 4.12 Total France 6,953,120.00 19.76 6,450,710.00 16.68

Germany ADIDAS AG NA O.N. EUR 15,000 - 15,000 - 864,300.00 2.46 - - ALLIANZ SE VNA O.N. EUR 15,000 - - 15,000 2,060,250.00 5.85 2,453,250.00 6.34 BASF SE NA O.N. EUR 23,500 - - 23,500 1,642,180.00 4.67 1,661,920.00 4.30 BAUER AG EUR 20,000 - - 20,000 267,000.00 0.76 348,000.00 0.90 DEUTSCHE BANK AG NA O.N. EUR 62,500 - 62,500 - 1,561,562.50 4.44 - - HEIDELBERGCEMENT AG O.N. EUR 30,000 - 15,000 15,000 1,764,300.00 5.01 1,134,300.00 2.93 INFINEON TECH.AG NA O.N. EUR 115,000 - - 115,000 1,017,175.00 2.89 1,553,075.00 4.02 K+S AG NA O.N. EUR 75,000 - 25,000 50,000 1,718,625.00 4.88 1,181,000.00 3.05 LINDE AG O.N. EUR 7,500 - - 7,500 1,156,500.00 3.29 1,004,250.00 2.60 LUFTHANSA AG VNA O.N. EUR 90,000 - - 90,000 1,244,700.00 3.54 1,310,850.00 3.39 MUENCH.RUECKVERS.VNA O.N. EUR 11,000 - - 11,000 1,823,250.00 5.18 2,030,050.00 5.25 SALZGITTER AG O.N. EUR 35,000 - 35,000 - 819,350.00 2.33 - - SAP SE O.N. EUR - 13,000 13,000 - - - - - SIEMENS AG NA EUR 15,000 - 2,500 12,500 1,406,250.00 4.00 1,123,500.00 2.91 TUI AG NA EUR 100,000 - - 100,000 1,380,000.00 3.92 1,678,500.00 4.34 VOLKSWAGEN AG VZO O.N. EUR - 7,500 7,500 - - - - - Total Germany 18,725,442.50 53.20 15,478,695.00 40.03

Italy GENERALI EUR 80,000 - 80,000 - 1,360,000.00 3.86 - - INTESA SANPAOLO EUR - 180,000 - 180,000 - - 555,840.00 1.44

21 Metzler Premier Venus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Italy PRYSMIAN S.P.A. EUR 40,000 - 40,000 - 606,000.00 1.72 - - Total Italy 1,966,000.00 5.59 555,840.00 1.44

Netherlands ING GROEP NV EUR - 100,000 - 100,000 - - 1,261,500.00 3.26 Total Netherlands - - 1,261,500.00 3.26

Spain BCO BIL.VIZ.ARG. -ANR.- EUR - 125,000 125,000 - - - - - BCO BIL.VIZ.ARG. -ANR.- EUR - 200,000 200,000 - - - - - BCO BIL.VIZ.ARG.NOM.EO-49 EUR 62,500 137,500 - 200,000 491,062.50 1.40 1,367,200.00 3.54 Total Spain 491,062.50 1.40 1,367,200.00 3.54

Sweden ERICSSON B (FRIA) SEK 100,000 50,000 - 150,000 1,000,726.55 2.84 1,342,358.51 3.47 Total Sweden 1,000,726.55 2.84 1,342,358.51 3.47

Switzerland ABB LTD. NA CHF 80,000 - - 80,000 1,406,344.85 4.00 1,329,508.65 3.44 CLARIANT NA CHF 100,000 - 25,000 75,000 1,390,378.78 3.95 1,319,283.80 3.41 ROCHE HLDG AG GEN. CHF - 5,000 - 5,000 - - 1,278,800.78 3.31 SWATCH GRP AG INH.SF 2,25 CHF - 3,500 - 3,500 - - 1,134,172.30 2.93 Total Switzerland 2,796,723.63 7.95 5,061,765.53 13.09

United Kingdom ROYAL DUTCH SHELL A (EUR) EUR 60,000 15,000 - 75,000 1,659,900.00 4.72 1,588,875.00 4.11 Total United Kingdom 1,659,900.00 4.72 1,588,875.00 4.11

Total Equity Investments 34,486,940.61 97.99 33,650,895.13 87.02

Total Investment in Transferable Securities at Fair Value 34,486,940.61 97.99 33,650,895.13 87.02

Total Investments 33,650,895.13 87.02

22 Metzler Premier Venus Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Asset Name Closing Closing Total Fair Value Net Assets EUR %

Net Current Assets 5,019,222.72 12.98

Total Net Assets 38,670,117.85 100.00

All securities are transferable securities listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 86.87 Other current assets 13.13 100.00

23 Metzler Premier Merkur Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Austria LENZING AG EUR 50,000 - 35,000 15,000 2,637,000.00 2.76 1,043,250.00 3.73 Total Austria 2,637,000.00 2.76 1,043,250.00 3.73

France ENGIE S.A. INH. EUR 90,000 10,000 70,000 30,000 1,744,650.00 1.83 492,900.00 1.76 MICHELIN NOM. EUR 20,000 - 14,000 6,000 1,497,200.00 1.57 530,820.00 1.90 RENAULT INH. EUR 28,000 - 22,000 6,000 1,685,880.00 1.76 565,980.00 2.02 SANOFI SA INHABER EUR 23,000 - 16,000 7,000 1,725,000.00 1.81 557,970.00 2.00 VINCI S.A. INH. EUR 30,000 - 22,000 8,000 1,357,800.00 1.42 475,840.00 1.70 Total France 8,010,530.00 8.38 2,623,510.00 9.39

Germany AAREAL BANK AG EUR 120,000 - 95,000 25,000 3,994,800.00 4.18 728,500.00 2.61 ADIDAS AG NA O.N. EUR - 25,000 25,000 - - - - - AIXTRON SE NA O.N. EUR 180,000 - 180,000 - 1,686,600.00 1.77 - - ALLIANZ SE VNA O.N. EUR 16,000 - 12,000 4,000 2,197,600.00 2.30 654,200.00 2.34 BASF SE NA O.N. EUR 25,000 - 18,000 7,000 1,747,000.00 1.83 495,040.00 1.77 BIOTEST AG VZ O.N. EUR - 20,000 5,000 15,000 - - 231,000.00 0.83 DEUTSCHE BOERSE NA O.N. EUR 13,000 8,000 13,000 8,000 769,860.00 0.81 651,120.00 2.33 DEUTSCHE POST AG NA O.N. EUR - 14,500 4,500 10,000 - - 259,550.00 0.93 INFINEON TECH.AG NA O.N. EUR 200,000 - 140,000 60,000 1,769,000.00 1.85 810,300.00 2.90 KSB AG O.N. VZO EUR 4,500 - 2,200 2,300 1,899,900.00 1.99 852,380.00 3.05 LUFTHANSA AG VNA O.N. EUR 200,000 - 100,000 100,000 2,766,000.00 2.89 1,456,500.00 5.21 METRO AG ST O.N. EUR 150,000 - 105,000 45,000 3,796,500.00 3.97 1,330,200.00 4.76 MUENCH.RUECKVERS.VNA O.N. EUR 12,000 - 9,000 3,000 1,989,000.00 2.08 553,650.00 1.98 RHOEN-KLINIKUM ANDIEN. EUR - 35,000 35,000 - - - - - RHOEN-KLINIKUM O.N. EUR 110,000 - 75,000 35,000 2,551,450.00 2.67 968,800.00 3.47 SALZGITTER AG O.N. EUR 70,000 - 70,000 - 2,170,000.00 2.37 - - SAP SE O.N. EUR - 3,000 - 3,000 - - 220,140.00 0.79 SIEMENS AG NA EUR 20,000 - 13,000 7,000 1,875,000.00 1.96 629,160.00 2.25 TUI AG NA EUR 300,000 50,000 250,000 100,000 4,140,000.00 4.33 1,678,500.00 6.00 VOLKSWAGEN AG VZO O.N. EUR - 1,000 1,000 - - - - - Total Germany 31,182,710.00 32.63 11,519,040.00 41.21

24 Metzler Premier Merkur Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Italy INTESA SANPAOLO EUR 600,000 - 420,000 180,000 1,453,200.00 1.52 555,840.00 1.99 MEDIOBCA EUR 600,000 - 460,000 140,000 4,062,000.00 4.25 1,243,900.00 4.45 TELECOM ITALIA EUR 5,500,000 - 5,500,000 - 4,851,000.00 5.08 - - Total Italy 10,366,200.00 10.85 1,799,740.00 6.44

Netherlands AHOLD, KON. EUR 130,769 - 130,769 - 1,907,919.71 2.00 - - CNH INDUSTRIAL EUR 200,000 - 140,000 60,000 1,340,000.00 1.40 380,400.00 1.36 ING GROEP NV CVA EUR - 50,000 20,000 30,000 - - 378,450.00 1.35 KONINKLIJKE DSM EUR 20,000 - 20,000 - 1,007,800.00 1.05 - - SENSATA TECHNOLOG. USD - 14,000 - 14,000 - - 589,068.58 2.11 Total Netherlands 4,255,719.71 4.45 1,347,918.58 4.82

Norway STATOIL ASA NOK 80,000 - 56,000 24,000 1,164,326.96 1.22 308,270.60 1.10 Total Norway 1,164,326.96 1.22 308,270.60 1.10

Spain BCO BIL.VIZ.ARG. -ANR.- EUR - 65,000 65,000 - - - - - BCO BIL.VIZ.ARG. -ANR.- EUR 200,000 - 200,000 - 15,800.00 0.02 - - BCO BIL.VIZ.ARG. -ANR.- EUR - 170,000 170,000 - - - - - BCO BIL.VIZ.ARG.NOM.EO-49 EUR 200,000 40,000 175,000 65,000 1,571,400.00 1.64 444,340.00 1.59 REPSOL S.A. -ANR.- EUR 90,000 - 90,000 - 40,950.00 0.04 - - REPSOL S.A. INH. EUR 90,000 - 90,000 - 1,400,850.00 1.47 - - Total Spain 3,029,000.00 3.17 444,340.00 1.59

Sweden ERICSSON B (FRIA) SEK 200,000 - 150,000 50,000 2,001,453.10 2.09 447,452.84 1.60 Total Sweden 2,001,453.10 2.09 447,452.84 1.60

Switzerland ABB LTD. NA CHF 110,000 - 80,000 30,000 1,933,724.17 2.02 498,565.74 1.78 CLARIANT NA CHF 300,000 - 265,000 35,000 4,171,136.34 4.37 615,665.77 2.20 CRED.SUISSE GRP NA SF-,04 CHF 65,000 - 65,000 - 1,355,619.31 1.42 - -

25 Metzler Premier Merkur Fund Portfolio and Statement of Changes in Investments Year Ended 31 December 2015

Switzerland GIVAUDAN SA NA CHF 700 - 700 - 1,043,698.81 1.09 - - NESTLE NAM. CHF 35,000 - 26,000 9,000 2,123,196.54 2.22 620,847.60 2.22 OC OERLIKON CORP.AG SF 1 CHF 240,000 - 180,000 60,000 2,494,698.77 2.61 496,900.16 1.78 ROCHE HLDG AG GEN. CHF 8,000 - 5,700 2,300 1,795,517.86 1.88 588,248.36 2.10 SWATCH GRP AG INH.SF 2,25 CHF 3,500 1,300 3,300 1,500 1,292,836.06 1.35 486,073.84 1.74 SYNGENTA AG NA CHF - 3,200 - 3,200 - - 1,161,617.47 4.16 TEMENOS GROUP AG NA CHF - 9,000 - 9,000 - - 432,636.25 1.55 Total Switzerland 16,210,427.86 16.96 4,900,555.19 17.53

United Kingdom HSBC HLDGS PLC GBP 200,000 40,000 240,000 - 1,558,554.53 1.63 - - ROYAL DUTCH SHELL A (EUR) EUR 48,000 - 33,000 15,000 1,327,920.00 1.39 317,775.00 1.14 SMITHS GROUP PLC LS -,375 GBP 160,000 - 115,000 45,000 2,234,985.61 2.34 585,587.12 2.09 Total United Kingdom 5,121,460.14 5.36 903,362.12 3.23

Total Equity Investments 83,978,827.77 87.89 25,337,439.33 90.64

Total Investment in Transferable Securities at Fair Value 83,978,827.77 87.89 25,337,439.33 90.64

Investment in Collective Investment Schemes DB X-TR.II-EONIA 1C EUR 18,800 - 18,800 - 2,627,488.00 2.75 - - DWS REND.OPT.FOUR SE.INH. EUR 30,840 - 30,840 - 3,175,259.28 3.32 - - Total Investment in Collective Investment Schemes 5,802,747.28 6.07 - -

Total Investments 25,337,439.33 90.64

Net Current Assets 2,616,831.17 9.36

Total Net Assets 27,954,270.50 100.00

All securities are transferable securities and collective investment schemes listed or traded on a Recognised Market.

Analysis of total assets Total Assets in % Investment in transferable securities 90.36 Other current assets 9.64 100.00

26 Fund Summary Information

Fund NAV per Share Shares in Issue Net Asset Value in EUR in EUR Metzler Premier Saturn Fund 31 December 2013 133.08 515,000.000 68,535,336 31 December 2014 140.78 515,000.000 72,503,173 31 December 2015 148.12 515,000.000 76,283,293

Metzler Premier Uranus Fund 31 December 2013 113.17 558,000.000 63,146,422 31 December 2014 109.47 550,400.000 60,253,696 31 December 2015 117.80 550,400.000 64,836,988

Metzler Premier Venus Fund 31 December 2013 126.52 313,298.281 39,638,807 31 December 2014 121.94 288,638.281 35,195,804 31 December 2015 133.97 288,638.281 38,670,118

Metzler Premier Merkur Fund 31 December 2013 117.58 778,294.000 91,513,672 31 December 2014 121.99 783,294.000 95,554,418 31 December 2015 135.97 205,594.000 27,954,271

27 Metzler Premier Funds plc Profit and Loss Account Year Ended 31 December 2015

Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Fund Fund Fund Fund Fund Fund

31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 Note EUR EUR EUR EUR EUR EUR Income Income from investments 1(iv) 1,896,598 1,861,767 1,732 ,890 1,576,807 1,140,388 968,244 Net gain/(loss) on financial assets at fair value through 2 2,607,129 2,927,046 3,347,297 (2,910,932) 2,659,340 (1, 842,034) profit or loss 4,503,727 4,788,813 5,080,187 (1,334,125) 3,799,728 (873,790) Expenses Management fees 3 452,937 417,434 328,848 304,660 192,819 186,899 Custodian / trustee fee 3 25,400 22,168 22,660 20,070 14,160 12,424 Other expenses 4 20,605 20,281 31,266 20,588 21,912 20,584 498,942 459,883 382,774 345,318 228,891 219,907

Net income/(expenditure) from operations 4,004,785 4,328,930 4,697,413 (1,679,443) 3,570,837 (1,093,697) Finance Costs Bank interest (15,584) (1,884) (14,732) (1,063) (5,742) (255) Net income before tax 3,989,201 4,327,046 4,682,681 (1,680,506) 3,565,095 (1,093,952) Withholding tax (209,081) (359,209) (99,389) (315,192) (90,781) (188,883 ) Change in net assets attributable to holders of 3,780,120 3,967,837 4,583,292 (1,995,698) 3,474,314 (1,2 82,835) redeemable shares from operations before equalisation Net income equalisation 1(xiii) - - - 11,242 - 30,651 Change in net assets attributable to holders of 3,780,120 3,967,837 4,583,292 (1,984,456) 3,474,314 (1,2 52,184) redeemable shares from operations after equalisation

Metzler Premier Funds plc Statement of Net Assets As at 31 December 2015

Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Fund Fund Fund Fund Fund Fund

31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 Note EUR EUR EUR EUR EUR EUR Current Assets Financial assets at fair value through profit or loss - held for trading Transferable securities 1(ii), 5 63,172,117 54,788,972 42,811,459 55,587,624 33,650,895 34,486,941 Collective investment schemes 1(ii), 5 8,713,346 8,342 ,932 15,240,760 - - - Loans and receivables Cash at bank 6 4,474,462 9,437,852 6,878,598 4,749,515 5,085,361 764,8 62 Debtors 7 56,526 59,152 8,916 9,848 - 4,917 Total current assets 76,416,451 72,628,908 64,939,733 60,346,987 38,736,256 35,256,720

Current Liabilities Financial liabilities measured at amortised cost Creditors 8 133,158 125,735 102,745 93,291 66,138 60,916 Total current liabilities (excluding net assets attributable 133,158 125,735 102,745 93,291 66,138 60,916 to holders of redeemable shares)

Net assets attributable to holders of redeemable shares 76,283,293 72,503,173 64,836,988 60,253,696 38,670,118 3 5,195,804

Net assets per redeemable share 148.12 140.78 117.80 109.47 133.97 121.94 Number of redeemable shares in issue 515,000.000 515,000.000 550,400.000 550,400.000 288,638.281 288,638.281

Metzler Premier Funds plc Statement of Changes in Net Assets Attributable to the Holders of Redeemable Shares Year Ended 31 December 2015

Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Fund Fund Fund Fund Fund Fund 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 EUR EUR EUR EUR EUR EUR Net assets at start of the year 72,503,173 68,535,336 60,253,696 63,146,422 35,195,804 3 9,638,807 Proceeds from the issue of shares ------Payments for shares redeemed - - - (897,028) - (3,160,168) Net income equalisation - - - (11,242) - (30,651) Change in net assets attributable to holders of 3,780,120 3,967,837 4,583,292 (1,984,456) 3,474,314 (1,2 52,184) redeemable shares from operations after equalisation

Net assets at the end of the year 76,283,293 72,503,173 64,836,988 60,253,696 38,670,118 3 5,195,804

Share transactions Shares in issue at the start of the year 515,000.000 515,000.000 550,400.000 558,000.000 288,638 .281 313,298.281 Shares issued during the year ------Shares redeemed during the year - - - (7,600.000) - (24,660.000) Shares in issue at the end of the year 515,000.000 515,000.000 550,400.000 550,400.000 288,638 .281 288,638.281

The accompanying notes form an integral part of the financial statements.

32 Metzler Premier Funds plc Statement of Changes in Net Assets Attributable to the Holders of Redeemable Shares Year Ended 31 December 2015

Metzler Metzler Total Total Premier Premier Merkur Merkur Fund Fund 31.12.2015 31.12.2014 31.12.2015 31.12.2014 EUR EUR EUR EUR Net assets at start of the year 95,554,418 91,513,672 263,507,091 262,834,237 Proceeds from the issue of shares - 617,350 - 617,350 Payments for shares redeemed (80,050,236) - (80,050,236) (4,057,196) Net income equalisation 9,879,807 (6,891) 9,879,807 (48,784) Change in net assets attributable to holders of 2,570,282 3,430,287 14,408,008 4,161,484 redeemable shares from operations after equalisation

Net assets at the end of the year 27,954,271 95,554,418 207,744,670 263,507,091

Share transactions Shares in issue at the start of the year 783,294.000 778,294.000 Shares issued during the year - 5,000.000 Shares redeemed during the year (577,700.000) - Shares in issue at the end of the year 205,594.000 783,294.000

The accompanying notes form an integral part of the financial statements.

33 Notes to the Financial Statements

General

Metzler Premier Funds p.l.c. ("the Company") was incorporated on 24 October 2007 and is an investment company with variable capital organised under the laws of Ireland and authorised by the Central Bank of Ireland (the "Central Bank") as an Undertaking for Collective Investment in Transferable Securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015.

The Company is managed by Metzler Ireland Limited ("the Manager") whose ultimate holding company is B. Metzler seel. Sohn & Co. Holding AG, a German registered corporation. The Company is organised as an umbrella fund and currently contains four active sub funds ("the Funds"), namely:

Metzler Premier Saturn Fund Commenced trading on 02 November 2007 Metzler Premier Uranus Fund Commenced trading on 02 November 2007 Metzler Premier Venus Fund Commenced trading on 02 November 2007 Metzler Premier Merkur Fund Commenced trading on 02 November 2007 Presentation of Financial Statements The financial statements are prepared under the historical cost convention modified by the inclusion of securities stated at fair value through profit or loss.

The Profit and Loss Account is on pages 28 to 29. The Balance Sheet is referred to as the Statement of Net Assets on pages 30 to 31.

In the opinion of the Directors the financial statements give the information required by the Companies Act 2014.

1. Significant Accounting Policies

The following is a summary of the significant accounting policies adopted by the Company: i) Basis of Accounting The financial statements are prepared in accordance with Financial Reporting Standard 102 ("FRS 102"): The Financial Reporting Standard applicable in the UK and the Republic of Ireland and the European Communities (Undertakings for Collective Investment in Transferable Securities Regulations) 2011 and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015.

Prior to the mandatory application of FRS 102 from 1 January 2015 the Financial Statements were previously prepared in accordance with Irish Generally Accepted Accounting Practice, including FRS 26 and FRS 29 (“old Irish GAAP”).

The transition to FRS 102 from old Irish GAAP had no material effect on the amounts reported for the current period or prior financial years. In the transition the Company has made no material measurement or recognition adjustments.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. On first time adoption of FRS 102, the Company has not retrospectively changed its accounting under old Irish GAAP for derecognition of financial assets and liabilities before the date of transition or accounting estimates.

34 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ii) Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss

Critical Accounting Estimates and Judgements The preparation of Financial Statements in conformity with FRS 102 requires the use of certain critical accounting estimates and judgements. It also requires the Board of Directors, based on the advice of the Manager, to exercise its judgement in the process of applying the Company’s accounting policies. The estimates and associated judgements are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Metzler Ireland Limited, as the Manager, makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results.

Classification The Company has designated its assets and liabilities into the categories below in accordance with FRS 102.

Recognition/Derecognition The Company recognises financial assets and financial liabilities when all significant rights and access to the benefits from the assets and the exposure to the risks inherent in those benefits are transferred to the Company. Financial assets and financial liabilities at fair value through profit or loss (“FVTPL”) are initially recognised at the transaction price on trade date, which is the date on which the Fund becomes a party to the contractual provisions of the instrument. The Fund derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Fund neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the Profit and Loss Account. Any interest in such transferred financial assets that is created or retained by the Fund is recognised as a separate asset or liability. The Fund derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

35 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ii) Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss (continued)

Fair Value Measurement Principles ‘Fair value’ is the price for which the asset could be exchanged, or liability transferred, between knowledgeable willing parties in an arm’s length transaction. The best evidence of fair value is a quoted market price for an identical asset in an active market. Quoted in an active market refers to quoted prices that are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted price is usually the current closing price. Financial assets and financial liabilities are valued using close of business prices. The fair value of financial instruments is based on their quoted market prices at the Balance Sheet date, valued at 30 December 2015, without any deduction for estimated future selling costs. Financial assets are priced at current closing prices, while financial liabilities are priced at current asking prices. If a quoted market price is not available on a recognised stock exchange or from a broker/dealer for non-exchange- traded financial instruments, the fair value of the instrument is estimated using valuation techniques, including use of recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, option pricing models or any other valuation technique that provides a reliable estimate of prices obtained in actual market transactions.

On 8 March 2016, the Financial Reporting Council (FRC) issued an Amendment to FRS 102 Fair value hierarchy disclosures . The amendment aligns the relevant disclosure requirements with those in IFRS 13 Fair Value Measurement and is effective for accounting periods beginning on or after 1 January 2017, with early application permitted. In line with paragraphs 34.22 and 34.42 of FRS 102, the Company has chosen to early adopt the Amendment. The fair value hierarchy in place for the Trust is as follows: • Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. • Level 2: Inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly. • Level 3: Inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

36 Notes to the Financial Statements

1. Significant Accounting Policies (continued) ii) Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss (continued)

Impairment A financial asset not classified at FVTPL is assessed at each reporting date to determine whether there is objective evidence of impairment. A financial asset or a group of financial assets is ‘impaired’ if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset(s) and that loss event(s) had an impact on the estimated future cash flows of that asset(s) that can be estimated reliably. Objective evidence that financial assets are impaired includes significant financial difficulty of the borrower or issuer, default or delinquency by a borrower, restructuring of the amount due on terms that the Fund would not otherwise consider, indications that a borrower or issuer will enter bankruptcy, or adverse changes in the payment status of the borrowers. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised. If an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, then the decrease in impairment loss is reversed through profit or loss. iii) Security Transactions

Security transactions are recorded in the accounts of the Company promptly after the trade date upon which the transaction takes place. iv) Income from Investments

Dividends are recognised as income on the day these securities are first quoted ex-dividend to the extent information is reasonably available. v) Expenses

Each Fund shall pay all of its expenses. Expenses are accrued on a daily basis. vi) Realised and Unrealised Gains and Losses on Investments The computation of realised gains and losses on the sale of investments is made on the basis of average cost. Net gain from financial instruments at FVTPL includes all realised and unrealised fair value changes, and foreign exchange differences. vii) Foreign Currency Translation

The functional currency of the Company is Euro ("EUR") as the Board of Directors have determined that this reflects the Company’s primary economic environment. The presentation currency of the Company is also Euro. Transactions in foreign currencies are translated at the foreign currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to Euro at the foreign currency closing exchange rate ruling at the balance sheet date. Foreign currency exchange differences arising on translation and realised gains and losses on disposals or settlements of monetary assets and liabilities are recognised in the Profit and Loss Account. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to Euro at the foreign currency exchange rates ruling at the dates that the values were determined.

Foreign currency exchange differences relating to investment at fair value through profit or loss and derivative financial instruments are included in net gains/losses on financial assets at fair value through profit or loss. All other foreign currency exchange differences relating to monetary items, including cash are presented in the Profit and Loss Account.

37 Notes to the Financial Statements

1. Significant Accounting Policies (continued) viii) Cash Flow Statement Exemption

The Company has availed of the exemption available to open-ended investment funds under FRS 102 (Section 7.1A(c)) and is not presenting a cash flow statement. ix) Going Concern The fund's activities, together with the factors likely to affect its future development, performance and position are set out in the financial statements, together with its financial and liquidity positions. In addition, the notes to the financial statements address the fund's financial risk management objective, details of the financial instruments used by the fund and its exposure to credit and liquidity risks. The Board of Directors have a reasonable expectation that the entity has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. x) Net Asset Value per Share The Net Asset Value per redeemable share is determined by dividing the value of the Net Assets of each class of redeemable shares by the total number of redeemable shares in issue at the time. xi) Redeemable Shares Redeemable shares are redeemable at the shareholder's option and are classified as financial liabilities. The redeemable shares can be put back to the Company at any time for cash equal to a proportionate share of the Company’s net asset value. The redeemable share is carried at the redemption amount that is payable at the Balance Sheet date if the shareholder exercised its right to put back the share to the Company. xii) Transaction Fees Transaction fees are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or financial liability. An incremental cost is one that would not have been incurred if the entity had not acquired, issued or disposed of the financial instrument. xiii) Equalisation On the purchase or sale of redeemable shares in the Company, an amount per share which, in the opinion of the Directors, represents the net income per share of the Fund accrued but undistributed up to the time of the issue or redemption is allocated to a separate income account. This amount is reflected as an allocation from/to the Profit and Loss Account from the Statement of Changes in Net Assets attributable to holders of redeemable shares. This account is known as the 'Equalisation Account'. This Income and Expense Equalisation procedure is undertaken to ensure that each participating share of Metzler Premier Funds p.l.c. represents the same amount of capital and interest in the net accrued earnings of the individual Fund at any given time so that the earnings per share are not diluted by any allotments of new shares or increased by any redemptions of existing shares.

2. Net Gain/(Loss) on Financial Asset at Fair Value through Profit or Loss Metzler Metzler Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Merkur Merkur Fund Fund Fund Fund Fund Fund Fund Fund 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 EUR EUR EUR EUR EUR EUR EUR EUR Net realised gain/(loss) on transferable securities (662,564) 2,522,294 5,450,438 (2,604,518) 267,491 (1,349,120) 16,972,518 1,647,578 Net realised gain/loss on financial derivative instruments - - (1,113,348) - - - - - Net realised gain/(loss) on currencies (257,779) (10,516) (21,313) 10,581 (2,517) 3,436 52,538 (9,832) Unrealised gain/(loss) on transferable securities 3,527,472 415,268 (968,480) (316,995) 2,394,366 (496,350) (5,415,883) 507,860 2,607,129 2,927,046 3,347,297 (2,910,932) 2,659,340 (1,842,034) 11,609,173 2,145,606

38 Notes to the Financial Statements

2. Net Gain/(Loss) on Financial Asset at Fair Value through Profit or Loss (continued)

Total Total 31.12.2015 31.12.2014 EUR EUR Net realised gain/(loss) on transferable securities 22,027,883 216,234 Net reaslied gain/loss on financial derivative instruments (1,113,348) - Net realised gain/(loss) on currencies (229,071) (6,331) Unrealised gain/(loss) on transferable securities (462,525) 109,783 20,222,939 319,686 3. Management and Custodian/Trustee

The Custodian will be paid by the Company an annual custody fee per Fund, accruing and calculated daily and paid monthly in arrears at a rate not exceeding 0.6% calculated by reference to the market value of the investments that the Fund may make in the relevant market. In addition, the Custodian shall be paid an annual trustee fee per Fund not exceeding 0.03% (the current actual fee is 0.02%) of the net asset value of the Fund.

The Custodian shall also be entitled to be paid by the Company transaction charges and any out-of-pocket expenses incurred by the Custodian in the performance of its duties and functions under the Custodian Agreement.

4. Other Expenses and Transaction Fees i) Other Expenses: Other expenses include audit fees of EUR 35,020 (exclusive of VAT) for the statutory audit of the Company (31 December 2014: EUR 34,000) and Directors' fees EUR 8,000 (31 December 2014: EUR 7,000). The balance comprises other miscellaneous expenses and transaction fees. There are no fees paid to the auditor in respect of other assurance services, tax advisory services or other non-audit services in the current or prior reporting periods. ii) Transaction Fees: Transaction fees, as per table below, are included within net gain/(loss) on financial assets at fair value through profit or loss. Metzler Metzler Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Merkur Merkur Fund Fund Fund Fund Fund Fund Fund Fund 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 EUR EUR EUR EUR EUR EUR EUR EUR Transaction fees 32,468 56,871 122,260 36,923 25,840 24,262 56,461 74,308 32,468 56,871 122,260 36,923 25,840 24,262 56,461 74,308

Total Total 31.12.2015 31.12.2014 EUR EUR Transaction fees 237,029 192,364 237,029 192,364

39 Notes to the Financial Statements

5. Fair Value Information Fair Value Disclosures A key disclosure required in the financial statements is the categorisation of fair value measurements within a three-level hierarchy that reflects the significance of inputs used in measuring fair values. On 8 March 2016, the Financial Reporting Council (FRC) issued an Amendment to FRS 102 Fair value hierarchy disclosures . The amendment aligns the relevant disclosure requirements with those in IFRS 13 Fair Value Measurement and is effective for accounting periods beginning on or after 1 January 2017, with early application permitted. In line with paragraphs 34.22 and 34.42 of FRS 102, the Trust has chosen to early adopt the Amendment. The fair value hierarchy in place for the Company is as follows: • Level 1: The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. • Level 2: Inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly. • Level 3: Inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

Level 1 Level 2 Total Level 1 Level 2 Total 31.12.2015 31.12.2015 31.12.2015 31.12.2014 31.12.2014 31.12.2014 EUR EUR EUR EUR EUR EUR Metzler Premier Saturn Fund Financial assets at fair value through profit or loss - held for trading Equity Investments 63,172,117 - 63,172,117 54,788,972 - 54,788,972 Collective investment schemes - 8,713,346 8,713,346 - 8,342,932 8,342,932 Total Assets 63,172,117 8,713,346 71,885,463 54,788,972 8,342,932 63,131,904

Level 1 Total Level 1 Total 31.12.2015 31.12.2015 31.12.2014 31.12.2014 EUR EUR EUR EUR Metzler Premier Uranus Fund Financial assets at fair value through profit or loss - held for trading Equity Investments 42,811,459 42,811,459 55,587,624 55,587,624 Collective investment schemes 15,240,760 15,240,760 - - Total Assets 58,052,219 58,052,219 55,587,624 55,587,624

Level 1 Total Level 1 Total 31.12.2015 31.12.2015 31.12.2014 31.12.2014 EUR EUR EUR EUR Metzler Premier Venus Fund Financial assets at fair value through profit or loss - held for trading Equity Investments 33,650,895 33,650,895 34,486,941 34,486,941 Total Assets 33,650,895 33,650,895 34,486,941 34,486,941

Level 1 Total Level 1 Total 31.12.2015 31.12.2015 31.12.2014 31.12.2014 EUR EUR EUR EUR Metzler Premier Merkur Fund Financial assets at fair value through profit or loss - held for trading Equity Investments 25,337,439 25,337,439 85,617,528 85,617,528 Collective investment schemes - - 5,802,747 5,802,747 Total Assets 25,337,439 25,337,439 91,420,275 91,420,275

There were no transfers in investments between levels 2 and 3 during the period or the prior reporting period.

40 Notes to the Financial Statements

6. Cash at Bank

All cash balances are held under the control of Brown Brothers Harriman Trustee Services (Ireland) Ltd. In accordance with the custody agreement with the Company, Brown Brothers Harriman Trustee Services (Ireland) Ltd has a lien on a Fund's assets in relation to any bank overdrafts existing in that Fund.

7. Debtors

Total Total 31.12.2015 31.12.2014 EUR EUR Receivable from investments/creations - 14,765 Investment income receivable 65,442 47,805 65,442 62,570

8. Creditors (Amounts Falling Due Within One Year)

Total Total 31.12.2015 31.12.2014 EUR EUR Management fees 306,464 370,468 Custodian / trustee fee 20,458 27,313 Other expenses 62,616 59,887 389,538 457,668

41 Notes to the Financial Statements

9. Share Capital

The authorised share capital of the Company consists of the following:

Participating Shares

The Company has a variable share capital consisting of participating shares. The authorised share capital of the Company is 100,000,000,000 shares of no par value and 2 Subscriber Shares of €1 each.

As at 31 December 2015, the Company had five classes of redeemable shares, the following four of which were active: Metzler Premier Saturn Fund Shares, Metzler Premier Uranus Fund Shares, Metzler Premier Venus Fund Shares and Metzler Premier Merkur Fund Shares. No redeemable shares have yet been issued in the remaining class of shares in the Company. The number of redeemable shares in issue for each class at 31 December 2015 is included in the Statement of Net Assets on pages 30 and 31. Each of the redeemable participating shares entitles the shareholder to participate equally on a pro rata basis in the dividends (if applicable), if any, and the Net Assets of the Funds in respect of which they are issued. Each of the redeemable participating shares entitles the holder to attend and vote at meetings of the Company and of the Fund represented by these shares. 10. Taxation

Under the Taxes Consolidation Act 1997 the Company will not be liable to tax in respect of its income and gains, other than on the occurrence of a chargeable event. A chargeable event includes any distribution, redemption, repurchase, cancellation, transfer of shares or on the ending of a Relevant Period, a Relevant Period being an eight year period beginning with the acquisition of the shares by the shareholder and each subsequent period of eight years beginning immediately after the preceding Relevant Period.

A chargeable event does not include:

(i) Any transactions in relation to shares held in a recognised clearing system as designated by order of the Revenue Commissioners of Ireland; or

(ii) An exchange of shares representing one Fund of the Company; or

(iii) An exchange of shares arising on a qualifying amalgamation or reconstruction of the Company with another Fund or

(iv) Certain exchanges of shares between spouses and former spouses.

There were no chargeable events during the year. Capital gains, dividends and interest received may be subject to withholding taxes imposed by the country of origin and such taxes may not be recoverable by the Company or its shareholders.

11. Related Party Transactions

The following transactions with related parties were entered into during the year by the Company in the ordinary course of business:

Metzler Ireland Limited, as Manager, earned a management fee for the year (out of which the Investment Manager, Metzler Asset Management GmbH, earned a fee) of EUR 1,359,651 (year ended 31 December 2014: EUR 1,524,476) of which EUR 306,464 (31 December 2014: EUR 370,468) was due at the year end.

42 Notes to the Financial Statements

12. Financial Risk Management

The Funds are exposed to a variety of financial risks in pursuing their stated investment objectives. These risks are defined in FRS 102 as including market risk (which in turn includes currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Funds take exposure to certain of these risks to generate investment returns on their respective portfolios, although these risks can also potentially result in a reduction of the Net Assets of each Fund. The Investment Manager uses its best endeavours to minimise the potentially adverse effects of these risks to the performance of the Funds where it can do so while still managing the investments of the Funds in a way that is consistent with the investment objective and policy of each Fund. The risks, and the measures adopted by the Funds for managing these risks, are detailed below. a) Market Price Risk

Market price risk is the risk that the fair value of a financial instrument or its future cash flows will fluctuate because of changes in market prices. It represents the potential loss the Funds might suffer through holding market positions in the face of price movements, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. The Funds are principally invested in equities and collective investment schemes and have adopted a number of investment restrictions which are set out in the prospectus which limit the exposure of the Funds to adverse changes in the price of any individual financial asset. In addition, the Investment Manager considers the asset allocation of the Funds on a daily basis and initiates adjustments to the asset allocation where appropriate, in order to minimise the risk associated with particular countries or industry sectors. At all times the Investment Manager will endeavour to follow each Fund's investment objective and take the best interests of shareholders into account. The maximum risk for each fund arising from an investment in a financial instrument is determined by the fair value of that financial instrument, except for positions in certain derivatives where the loss may be theoretically unlimited. b) Relative VaR

A sophisticated risk measurement technique called relative 'Value-at-Risk' (VaR) is used to measure the market risk of each Fund. In accordance with the requirements of the Irish Central Bank, the daily VaR of each Fund may not exceed twice the daily VaR of a comparable derivative-free portfolio or benchmark. Information on the reference benchmarks for each Fund, as at 31 December 2015, is detailed below:

The calculation of relative VaR is carried out for the Funds using the following quantitative standards:

(i) the calculation model used is the Historical Simulation model; (ii) the confidence level is 99%; (iii) the holding period is 10 days; (iv) the historical observation period is 1 year; (v) stress tests are carried out monthly and the results are monitored by the Manager. Appropriate stress tests are used to measure any potential major depreciation of each Fund's value as a result of unexpected changes in the risk parameters, to analyse potential situations in which the use of derivative instruments would bring about a loss; (vi) back-testingand of the Funds is carried out daily, to compare the potential market risk amount calculated by the model to the actual change in the value of the portfolio. The results are monitored by the Manager. Although VaR is an important tool for measuring market risk, the assumptions on which the model is based give rise to some limitations, including the following:

43 Notes to the Financial Statements

12. Financial Risk Management (continued) b) Relative VaR (continued)

ò A 10-day holding period assumes that it is possible to hedge or dispose of positions within that period. This may not be the case for certain highly illiquid assets or in situations in which there is severe general market illiquidity. ò A 99% confidence level does not reflect losses that may occur beyond this level, meaning that within the model used there is a 1% probability that losses could exceed the VaR. ò VaR is calculated on an end-of-day basis and does not reflect exposures that may arise on positions during the trading day. ò The use of historical data as a basis for determining the possible range of future outcomes may not always cover all possible scenarios, especially those of an exceptional nature. ò The VaR measure is dependent upon a Fund's position and the volatility of market prices. ò The VaR of an unchanged position reduces if market price volatility declines and vice versa.

For the years ended 31 December 2015 and 31 December 2014, details of the lowest, the highest and the average utilisation of the VaR limit calculated for the Funds during the financial year are as follows:

Comparative analysis of VaR of each Fund as at 31 December 2015 and as at 31 December 2014:

44 Notes to the Financial Statements

12. Financial Risk Management (continued) c) Level of Leverage

For the year ended 31 December 2015, details of the level of leverage employed for the Funds during the year and as at the year end are as follows:

31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 %%%%%%%% Level of Leverage at the Year End ------Maximum Level of Leverage - - 23.78 - - - - - Average Level of Leverage - -0.53 - - - - - The leverage for the Funds through the use of derivatives is calculated daily using the sum of the notionals method. This method involves simply adding all of the notionals and allowing no offsets of long against short positions. The leverage is therefore calculated by looking at the value of investments (transferable securities and financial derivative instruments) in excess of the value of the NAV of each Fund. d) Currency Risk

A portion of the financial assets of the Company is denominated in currencies other than Euro, the functional currency of the Company, with the effect that the Net Assets and total return can be affected by currency movements. The total currency exposure at 31 December 2015 and at 31 December 2014 was as follows:

Fund Non Monetary Monetary Net Unhedged Non Monetary Monetary Net Unhedged Currency Assets Assets Assets Assets (Liabilities) (Liabilities) 31.12.2015 31.12.2015 31.12.2015 31.12.2014 31.12.2014 31.12.2014 EUR EUR EUR EUR EUR EUR Metzler Premier Saturn Fund AUD 1,390,097 6 1,390,103 1,589,272 - 1,589,272 CHF 10,165,078 280,329 10,445,407 8,624,382 254,053 8,878,435 GBP - - - 2,414,455 - 2,414,455 USD 21,876,932 48,749 21,925,681 22,789,601 52,180 22,841,781 Total 33,432,107 329,084 33,761,191 35,417,710 306,233 35,723,943 Metzler Premier Uranus Fund AUD - 1,163,449 1,163,449 1,489,942 14 1,489,956 CAD 263,922 70,478 334,400 - - - CHF 8,835,708 116,327 8,952,035 4,648,954 122,906 4,771,860 GBP 738,462 107,219 845,681 - - - JPY 640,807 41,434 682,241 - - - SEK 1,252,868 - 1,252,868 1,401,017 - 1,401,017 USD 4,750,712 48,252 4,798,964 - (6,552) (6,552) Total 16,482,479 1,547,159 18,029,638 7,539,913 116,368 7,656,281

45 Notes to the Financial Statements

12. Financial Risk Management (continued) d) Currency Risk (continued)

Fund Non Monetary Monetary Net Unhedged Non Monetary Monetary Net Unhedged Currency Assets Assets Assets Assets (Liabilities) (Liabilities) 31.12.2015 31.12.2015 31.12.2015 31.12.2014 31.12.2014 31.12.2014 EUR EUR EUR EUR EUR EUR Metzler Premier Venus Fund AUD 543,951 3 543,954 893,965 - 893,965 CHF 5,061,766 - 5,061,766 2,796,724 - 2,796,724 SEK 1,342,359 - 1,342,359 1,000,727 - 1,000,727 USD - (4,006) (4,006) - (3,920) (3,920) Total 6,948,076 (4,003) 6,944,073 4,691,416 (3,920) 4,687,496 Metzler Premier Merkur Fund CAD --- CHF 4,900,555 171,361 5,071,916 16,210,428 420,500 16,630,928 GBP 585,587 3 585,590 3,793,540 1 3,793,541 NOK 308,271 22 308,293 1,164,327 5,990 1,170,317 SEK 447,453 - 447,453 2,001,453 - 2,001,453 USD 589,069 (3,281) 585,788 - (10,597) (10,597) Total 6,830,935 168,105 6,999,040 23,169,748 415,894 23,585,642

The currency risk of each Fund is actively managed on a daily basis by the Investment Adviser by monitoring and considering the country and associated currency allocation of each Fund's portfolio and by recommending adjustments to these allocations to the Investment Manager where appropriate, taking due account of the investment objectives of each Fund. Currency risk sensitivity analysis is covered by VaR. e) Interest Rate Risk Profile of Financial Assets Interest rate risk is the risk that the fair value and future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is thus exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows.

Metzler Premier Saturn Fund and Metzler Premier Uranus Fund The financial instruments at the year end of Metzler Premier Saturn Fund and Metzler Premier Uranus Fund are equities and collective investment schemes and are therefore non- interest bearing. Any excess cash held with the Custodian is invested at short term market interest rates. As a result the Funds have limited exposure to interest rate risk due to the prevailing levels of market interest rates. Due to the limited exposure to fair value and cashflow interest rate risk, no interest rate risk sensitivity analysis is performed on the Funds.

Metzler Premier Venus Fund and Metzler Premier Merkur Fund The financial instruments at the year end of Metzler Premier Venus Fund and Metzler Premier Merkur Fund are equities and are therefore non-interest bearing. Any excess cash held with the Custodian is invested at short term market interest rates. As a result the Funds have limited exposure to interest rate risk due to the prevailing levels of market interest rates. Due to the limited exposure to fair value and cashflow interest rate risk, no interest rate risk sensitivity analysis is performed on the Funds.

46 Notes to the Financial Statements

12. Financial Risk Management (continued) f) Liquidity Risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's prospectus provides for the daily creation and cancellation of shares and the Company is therefore exposed to the liquidity risk of meeting shareholder redemptions at any time. The Company's assets are considered to be liquid as they can be readily disposed of in the event that cash needs to be raised to meet redemptions or to pay expenses. The Company's redemption policy provides for a three day settlement cycle which is deemed adequate by the Directors of the Company for meeting redemption requirements. Under the terms of the Company's prospectus this cycle may be extended to a period of up to 14 days. In addition the Company's prospectus provides that the Company is not bound to redeem on any Dealing Day more than 10% of the shares of any one Fund. If the number of requests received exceeds that limit, the requests may be reduced proportionately. The Investment Adviser monitors liquidity of each Fund on a daily basis and initiates appropriate investment action where necessary to meet liquidity requirements. The Company's financial liabilities are redeemable participating shares, short term creditors and accruals all payable within one year.

Metzler Metzler Metzler Metzler Metzler Metzler Metzler Metzler Premier Premier Premier Premier Premier Premier Premier Premier Saturn Saturn Uranus Uranus Venus Venus Merkur Merkur Fund Fund Fund Fund Fund Fund Fund Fund 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 31.12.2015 31.12.2014 EUR EUR EUR EUR EUR EUR EUR EUR Less than 1 month Accrued expenses 110,417 104,207 80,467 72,182 47,168 42,440 69,254 152,395 Redeemable participating shares* 76,283,293 72,503,173 64,836,988 60,253,696 38,670,118 35,195,804 27,954,271 95,554,418 76,393,710 72,607,380 64,917,455 60,325,878 38,717,286 35,238,244 28,023,525 95,706,813 1-3 months Accrued expenses 7,778 6,972 7,315 6,552 4,006 3,920 3,281 10,597 7,778 6,972 7,315 6,552 4,006 3,920 3,281 10,597 3 months - 1 year Accrued expenses 14,963 14,556 14,963 14,557 14,964 14,556 14,962 14,734 14,963 14,556 14,963 14,557 14,964 14,556 14,962 14,734 Total 76,416,451 72,628,908 64,939,733 60,346,987 38,736,256 35,256,720 28,041,768 95,732,144

Total Total 31.12.2015 31.12.2014 EUR EUR Less than 1 month Accrued expenses 307,306 371,224 Redeemable participating shares* 207,744,670 263,507,091 208,051,976 263,878,315 1-3 months Accrued expenses 22,380 28,041 22,380 28,041 3 months - 1 year Accrued expenses 59,852 58,403 59,852 58,403 Total 208,134,208 263,964,759 *Redeemable participating shares are payable on demand

47 Notes to the Financial Statements

12. Financial Risk Management (continued) g) Credit Risk

Credit risk arises where there is a possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. The Company is also exposed to a credit risk on parties with whom it trades equities and collective investment schemes. An additional credit risk exists in relation to cash held on deposit with a credit institution. All of the Funds within the Company are exposed to a credit risk on parties with whom they trade equity and collective investment schemes. However transactions in these financial instruments are generally settled or paid for on delivery, or cleared through the appropriate clearing system for the market on which the instruments are traded. The risk of default is not considered to be material as delivery of securities sold is generally only made once the Custodian has received confirmation of payment. Payment is also generally only made on a purchase once confirmation of delivery of these securities has been received by the Custodian. The trade will fail if either party fails to deliver the required confirmations.

Substantially all of the Company's securities are held on a fiduciary basis by Brown Brothers Harriman Trustee Services (Ireland) Limited ("the Custodian"). Its parent BBH&Co is rated A+ by Fitch in the current and prior reporting periods. These assets are held in segregated accounts of each Fund (in accordance with UCITS regulations), reducing the credit risk of holding the assets in safekeeping. The Company will however be exposed to the credit risk of a credit institution holding its deposits. The cash held on overnight deposit of each Fund is held with recognised and reputable financial institutions which form part of the Custodian's list of financial institutions with whom it places money on overnight deposit. An agreement has been reached with the Custodian that the Custodian or its agent will use reasonable endeavours to preclude more than 15% of a respective Fund's NAV being placed on overnight deposit with any one institution.

The Investment Manager analyses credit concentration based on the counterparty of the financial assets that the Company holds and structures the portfolio in line with regulatory guidelines to diversify credit risk. At the year end, the maximum credit exposure of the Company is best represented by carrying amounts of the financial assets as disclosed in the Statement of Net Assets. 13. Financial Derivative Instruments

At the end of the reporting year there were no open financial derivative instruments.

14. Exchange Rates

The Euro exchange rates used as at 31 December 2015 and as at 31 December 2014 were:

Currency Currency FX Rate FX Rate Code 31.12.2015 31.12.2014 Australian Dollar AUD 1.4966 1.4840 Canadian Dollar CAD 1.5156 1.4117 Japanese Yen JPY 131.3955 145.2138 Norwegian Krone NOK 9.6305 9.0147 Sterling GBP 0.7358 0.7818 Swedish Krona SEK 9.1965 9.4282 Swiss Franc CHF 1.0807 1.2026 US Dollar USD 1.0914 1.2165 15. Soft Commissions

There were no soft commission arrangements affecting the Company during the year or in the prior year.

48 Notes to the Financial Statements

16. Investments

All the securities held at the year end are transferable securities listed or traded on a Recognised Market.

17. Changes to the Prospectus

A new Prospectus was issued on 20 May 2015, the main purpose of which was to allow for Huber, Reuss & Kollegen Vermögensverwaltung GmbH to be appointed an Investment Adviser to Metzler Premier Uranus Fund.

18. Segregated Liability

The Company is structured as an umbrella fund with segregated liability between its sub funds. Accordingly, each Fund will bear its own liabilities and is not liable for liabilities of other Funds.

19. Events since the Balance Sheet Date

For significant events since the Balance Sheet Date, please refer to the Directors report on page 3 of the Financial Statements.

20. Approval of the Financial Statements

The Financial Statements were approved by the Directors on 23 March 2016.

49 KPMG Audit

1 Harbourmaster Place IFSC

Dublin 1 DOl F6F5 Ireland

Independent Auditor’s report to the members of Metzlqr Premier Funds plc

We have audited English language version of the financial statements of Metzler Premier Funds plc (“the Company”) for the year ended 31 December 201 5 which comprise the Profit and Loss Account, Statement of Net Assets, Statement of Changes in Net Assets Attributable to the Holders of Redeemable Shares and the related notes on pages 28 to 49. The financial reporting framework that has been applied in their preparation is Irish law and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. Opinions and conclusions arising from our audit

1 Our opinion on the financial statements is unmodified In our opinion the financial statements:

. give a true and fair view of the assets, liabilities and financial position of the Company as at 31 December 2015 and of its changes in net assets attributable to holders of redeemable participating shares for the year then ended;

. have been properly prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

. have been properly prepared in accordance with the requirements of the Companies Act 2014, the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 201 1 and the Central Bank (Supervision and Enforcement) Act 201 3 (Section 48(1 )) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015. 2 Our conclusions on other matters on which we are required to report by the Companies Act 2014 are set out below

We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the financial statements are in agreement with the accounting records. In our opinion the information given in the Directors’ Report is consistent with the financial statements.

3 We have nothing to report in respect of matters on which we are required to report by exception

ISAs (UK & Ireland) require that we report to you if, based on the knowledge we acquired during our audit, we have identified information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading.

In addition, the Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of directors’ remuneration and transactions required by sections 305 to 312 of the Act are not made.

Basis of our report, responsibilities and restrictions on use

As explained more fully in the Statement of Directors’ Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 201 4. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s Ethical Standards for Auditors.

KPMG, an Irish partnership and a member firm of the KPMG network of independent member firms affiliatedwith KPMGInternational Cooperative l’KPMG Internationall, a Swiss entity Independent Auditor’s report to the members of Metzler Premier Funds plc (continued)

An audit undertaken in accordance with ISAs (UK & Ireland) involyes obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Whilst an audit conducted in accordance with ISAs (UK & Ireland) is designed to provide reasonable assurance of identifying material misstatements or omissions it is not guaranteed to do so. Rather the auditor plans the audit to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements does not exceed materiality for the financial statements as a whole. This testing requires us to conduct significant audit work on a broad range of assets, liabilities, income and expense as well as devoting significant time of the most experienced members of the audit team, in particular the engagement partner responsible for the audit, to subjective areas of the accounting and reporting.

Our report is made solely to the Company’s members, as a body, in accordance with section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Garrett O’Neill for and on behalf of KPMG Chartered Accountants and Statutory Audit Firm 23 March 2016

1 Harbourmaster Place

IFSC, Dublin 1 Ireland

I0972672

Management and Administration

Registered Office Kilmore House Spencer Dock North Wall Quay Dublin 1 Ireland

Directors of the Company Robert Burke (independent director) Frank-Peter Martin (resigned on 31 August 2015) Rainer Matthes (appointed on 13 May 2015) Keith Milne Damien Owens Andreas Schmidt (resigned on 31 March 2015) Joachim Treppner (appointed on 6 May 2015) Gerhard Wiesheu (resigned on 30 June 2015) Deirdre Yaghootfam

Manager and Administrator Metzler Ireland Limited Kilmore House Spencer Dock North Wall Quay Dublin 1 Ireland

Investment Manager Metzler Asset Management GmbH Untermainanlage 1 60329 Frankfurt am Main Germany

Investment Adviser The Metzler Private Banking division of B. Metzler seel. Sohn & Co. KGaA. Untermainanlage 1 60329 Frankfurt am Main Germany

Huber, Reuss & Kollegen Vermögensverwaltung GmbH Steinsdorfstraße 13 80538 München Germany

Company Secretary Robert Burke Riverside One Sir John Rogerson's Quay Dublin 2 Ireland

Legal Advisors McCann FitzGerald Solicitors Riverside One Sir John Rogerson's Quay Dublin 2 Ireland

Custodian Brown Brothers Harriman Trustee Services (Ireland) Ltd. 30 Herbert Street Dublin 2 Ireland

Independent Auditors KPMG Chartered Accountants, Statutory Audit Firm 1 Harbourmaster Place Dublin 1 Ireland