Investors’ information note
MICHELANGELO ALTERNATIVE INVESTMENT FUND
S.A.I. ATLAS ASSET MANAGEMENT S.A. registered in the A.S.F. Register with no. PJRO5SAIR/400030, as the manager of FIA MICHELANGELO, informs investors about the approval by A.S.F through the Notice no. 93/23.03.2018 of the following modifications made in the Issue prospectus and the Society Fund’s Contract:
1. The reformulation of the paragraph on the currency in which the fund units are issued, paragraph provided in subchapter “4.2 Information on the issue and redemption of fund units”, the second paragraph of the Issue prospectus, respectively “The issue price is calculated in RON.”
2. The reformulation of the paragraph on the payment of units in the case of subscriptions, paragraph provided in subchapter “4.2 Information on the issue and redemption of fund units”, eighth paragraph of the Issue Prospectus, respectively “The payment of subscribed Fund units may be made only in RON, through bank transfer to the Fund's account.” Within the same subchapter, respectively point 4.2.3, the provisions regarding the redemption price and the payment of the units in the case of redemptions, respectively “The redemption price is calculated in RON” as well as “The payment of the redemption amounts are made only in RON by bank transfer to the account of the holder.”
3. The modification of the first paragraph provided for the characteristics of the fund units listed in Chapter “4 Operating procedures” subchapter “4.1 The fund unit” of the Issue Prospectus and Chapter 5 of the Company Contract respectively “Issued in dematerialized form, of one type, being registered in the investor’s account and expressed in RON.” Within the same subchapter, the issue price of the Fund was also modified, namely “The nominal value of the fund unit set at the launch date of the Fund was USD 5 000; Subsequently, the currency in which the fund is expressed is RON in accordance with the ASF Notice no. 93/23.03.2018 and the nominal value of the fund unit is 5 000 RON.”
4. The extension of the duration of the fund, that is, the duration has changed from 60 months to 120 months;
5. The modification of the calculation method and the expression of the total asset, net asset and issue price provided in the last paragraphs of chapter 7 “Methods for determining the value of net assets, the last paragraphs of the Issue Prospectus, respectively
“If some assets are denominated in freely convertible currencies, for its exchange into lei the reference exchange rate communicated by B.N.R. on the day is used for the calculation. Where assets are denominated in currencies for which B.N.R. has no reference exchange rate is used the reference exchange rate of that currency against the euro communicated by the central bank of the country in whose currency the asset is denominated and the euro exchange rate communicated by B.N.R. on the day the calculation is made. The exchange rates used are rounded to four decimal.”
6. The modification of chapter “8. Fees and other expenses” item a) of the Issuing Prospectus namely “Upon the date of this Issue Prospectus being updated, the amount of the subscription fee is 0.10% of the amount deposited by the investor. The maximum subscription fee may be 3% of the amount deposited by the investor. The Company may change the amount of the subscription fee to increase or decrease it, without exceeding the maximum amount, with the notification of the ASF within maximum 10 days from the change being made, and it will enter into force on the date of publication of the investor information note in the daily newspaper mentioned in this Prospectus. The Company may increase the maximum subscription fee only with the A.S.F authorization and the entry into force after at least 10 days from the publication of the investor information note. The subscription fee will be charged to the subscription of the fund units by the Investment Management Company. Upon redemption of fund units, the Fund investors will not pay redemption fees.”
7. The adding of the next paragraph to Cap. “8. Commissions and other expenses” Administration fee section “The Investment Management Company may change the amount of the administration fee. In the case of a decrease or increase of the commission below the maximum limit, the fee modification may be made after the notification of A.S.F. and 2 days after the publication of an investors’ information note. The Management Company may increase the maximum limit of the administration fee only with the authorization of A.S.F. and has the obligation to publish the new value at least 10 days before it enters into force.”
8. The modification of the investment policy of the fund, respectively of the diversified investment policy into the permissive investment policy.
9. The modification in the redemption period, respectively the fund units are redeemable from Fund assets on the last day of each month. If the repurchase date is a non-lucrative day, the fund units will be offered for redemption on the next business day at the value of the fund unit on that business day.
10. The modification of the term “Closed Investment Fund” to “Alternative Investment Fund”.
Along with the above mentioned amendments, the Issue Prospectus and the Company Contract include the following changes:
- the modification of the administration fee, increasing it from 0.017% to 0.25%, respecting the range of limits (0.4% per month and minimum 0.1% per month) set in the constituent documents of the Fund.
- the update of the documents of the funds with the registered office of SAI Atlas Asset Management SA, respectively the address in Bucharest, sector 1, Bld. Agronomiei, no. 8-16, Vila N3.1 Scara A, was replaced with the address in Bucharest, sector 1, Soseaua Bucureşti-Ploieşti, no. 7A, Etaj 2.
- the modification in the Fund’s expenses in the Issue Prospectus – the introduction among the Fund’s expenses and the payment of the Legal Entity Identifiers (LEI) equivalents in the context of reporting to the trade repositories under the EMIR;
- the update of subchapter 3.3.4. of the Issue Prospectus for the People responsible for analyzing investment opportunities;
- the update of the company contract as a result of the denomination of the Fund from USD into RON;
- throughout the documents, the term “private partnership contract” was replaced by “company contract”;
- update/modification of some provisions of the documents in order to align with the new provisions of the Civil Code and GEO 32/2012;
- the update/reform of some of the documents’ provisions for greater clarity/understanding of the content of the documents;
The investors of the Michelangelo Alternative Investment Fund, who disagree with the changes made to the Fund’s documents, have the possibility to redeem all their units in full within 15 days of the date of publication of the investors’ information note. Full details of the modified documents can be consulted on www.atlas-am.ro and can also be obtained free of charge from the headquarters of the management company in Bucharest, sector 1, Sos. Bucureşti-Ploieşti, no. 7A, 2nd floor, phone 021- 021 361 78 21, fax 021- 361 78 22.