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Prospectus - Notowania

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Madoff<br />

In December 2008, Bernard L. Madoff, former chairman of the NASDAQ and owner of<br />

Bernard L. Madoff Investment Securities LLC (“BMIS”), an investment company registered<br />

with the Securities Exchange Commission (the “SEC”) and the Financial Industry<br />

Regulatory Authority (“FINRA”), was arrested on charges of securities fraud for what has<br />

been described by U.S. authorities as a Ponzi scheme. In the same month, a bankruptcy<br />

administrator (the "SIPA Trustee”) for the BMIS liquidation was appointed in accordance with<br />

the U.S. Securities Investor Protection Act of 1970. In March 2009, Bernard L. Madoff was<br />

found guilty of several crimes, including securities fraud, investment adviser fraud, and<br />

providing false information to the SEC: In June 2009, Bernard L. Madoff was sentenced to 150<br />

years in prison.<br />

Following Bernard L. Madoff’s fraud conviction, several criminal and civil suits were filed in<br />

various countries against financial institutions and investment advisers by, or on behalf of,<br />

investors, intermediaries acting as brokers for investors and public entities in relation to losses<br />

incurred. The Issuer, some of its subsidiaries, and some of its employees or former employees<br />

were subpoenaed, or may be subpoenaed in the future, in the proceedings and/or investigations<br />

of the Madoff case in various countries, including the United States, Austria, and Chile.<br />

As at the date of Bernard L. Madoff’s arrest, the Alternative Investments division of Pioneer, a<br />

subsidiary of the Issuer (“PAI”), acted as investment manager and/or investment adviser for<br />

some funds that had invested in other funds with accounts at BMIS. Specifically, PAI acted as<br />

investment manager and/or investment adviser for the Primeo funds and AllWeather funds. PAI<br />

acted as the investment adviser for the Primeo funds in April 2007, after having been sold to<br />

BA Worldwide Fund Management (“BAWFM”), an indirect subsidiary of BA. The Primeo and<br />

AllWeather invested in other funds, which held accounts managed by BMIS. Certain<br />

documents prepared by these funds showed assets managed by the Issuer's subsidiaries on<br />

behalf of fund administrators of €805 million in November 2008. Based on these documents,<br />

the amount includes invested capital and proceeds from the investment. Given Bernard L.<br />

Madoff’s admission of guilt and the facts that emerged following the fraud committed by<br />

BMIS, it is clear that the amounts indicated in the aforementioned documents do not accurately<br />

reflect the investments made and the proceeds from these investments. As a result, the above<br />

amounts should not be considered indicative of the amount of losses incurred by final investors<br />

of the funds involved.<br />

Speculative funds established under Italian law and managed by PAI do not have any exposure<br />

to funds that invested in accounts managed by BMIS.<br />

HVB issued various tranches of debt securities whose potential yield was calculated based on<br />

the yield of a hypothetical structured investment (synthetic investment) in the Primeo funds.<br />

The notional value of the debt securities issued in reference to Primeo funds was €27 million.<br />

As at the Date of the <strong>Prospectus</strong>, some legal proceedings were brought in Germany regarding<br />

debt securities issued by HVB and connected to Primeo funds, citing HVB as the defendant.<br />

BAWFM, a subsidiary of BA, acted as investment adviser for Primeo funds beginning in April<br />

2007. Some BA customers purchased shares in Primeo funds that were held by BA.<br />

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