ROBECO CAPITAL GROWTH FUNDS

1 110491143_23 ROBECO CAPITAL GROWTH FUNDS Soci t d'Investissement CAPITAL Variable - SICAV Undertaking for Collective Investment in Transferable Securities incorporated under Luxembourg law Prospectus January 2022 VISA 2021/167154-2049-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicit Luxembourg, le 2021-12-29 Commission de Surveillance du Secteur Financier 58 January 2022 2 / 544 110491143_23 PROSPECTUS ROBECO CAPITAL GROWTH FUNDS THE DIRECTORS OF THE FUND, WHOSE NAMES APPEAR ON PAGE 18 ARE THE PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS. 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 PROSPECTUS IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.

2 THE DIRECTORS ACCEPT RESPONSIBILITY ACCORDINGLY. SUBSCRIPTIONS CAN ONLY BE ACCEPTED IF MADE ON THE BASIS OF THIS PROSPECTUS AND THE RELEVANT KEY INVESTOR INFORMATION DOCUMENT. THE LATEST AVAILABLE ANNUAL REPORT AND SEMI-ANNUAL REPORT, IF PUBLISHED THEREAFTER SHALL BE DEEMED TO FORM PART OF THE PROSPECTUS. A LIST OF CLASSES OF SHARES IN ISSUE MAY BE OBTAINED AT THE REGISTERED OFFICE OF THE COMPANY ON REQUEST. THE SHARES REFERRED TO IN THIS PROSPECTUS ARE OFFERED SOLELY ON THE BASIS OF THE INFORMATION CONTAINED HEREIN. IN CONNECTION WITH THE OFFER MADE HEREBY, NO PERSON IS AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE DOCUMENTS MENTIONED HEREIN AND ANY PURCHASE MADE BY ANY PERSON ON THE BASIS OF STATEMENTS OR REPRESENTATIONS NOT CONTAINED IN OR INCONSISTENT WITH THE INFORMATION CONTAINED IN THIS PROSPECTUS IS UNAUTHORISED AND SHALL BE SOLELY AT THE RISK OF THE PURCHASER.

3 THE OFFICIAL LANGUAGE OF THIS PROSPECTUS IS ENGLISH. IT MAY BE TRANSLATED INTO OTHER LANGUAGES. IN THE EVENT OF A DISCREPANCY BETWEEN THE ENGLISH VERSION OF THE PROSPECTUS AND VERSIONS WRITTEN IN OTHER LANGUAGES, THE ENGLISH VERSION WILL TAKE PRECEDENCE. THIS PROSPECTUS DOES NOT CONSTITUTE AND MAY NOT BE USED FOR THE PURPOSE OF AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT LAWFUL OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANYONE HAVING IN ANY WAY ACCESS TO THIS PROSPECTUS IS REQUIRED TO INFORM HIMSELF ABOUT AND OBSERVE ANY RESTRICTIONS AS TO THE OFFER OR SALE OF SHARES AND THE DISTRIBUTION OF THIS PROSPECTUS UNDER THE LAWS AND REGULATIONS OF THE JURISDICTION OF THE COUNTRY FROM WHICH THIS ACCESS IS ACQUIRED OR OF THE COUNTRY OF RESIDENCE OF THE POTENTIAL INVESTOR.

4 US PERSONS ARE NOT ELIGIBLE TO INVEST IN SHARES OF THE COMPANY. SHAREHOLDERS, AND INTERMEDIARIES ACTING FOR PROSPECTIVE SHAREHOLDERS, SHOULD TAKE PARTICULAR NOTE THAT IT IS THE EXISTING POLICY OF THE COMPANY THAT US PERSONS (AS DEFINED IN THE SECTION GLOSSARY OF DEFINED TERMS) MAY NOT INVEST IN THE FUND, AND THAT INVESTORS WHO BECOME US PERSONS MAY BECOME SUBJECT TO COMPULSORY REDEMPTION OF THEIR HOLDINGS. SHAREHOLDERS, AND INTERMEDIARIES ACTING FOR PROSPECTIVE SHAREHOLDERS, SHOULD ALSO TAKE PARTICULAR NOTE THAT THE COMPANY IS REQUIRED UNDER LUXEMBOURG LAW TO REPORT CERTAIN INFORMATION OF INVESTORS WHO ARE TAX RESIDENTS IN A JURISDICTION THAT JOINED THE OECD INITIATIVE UNDER THE COMMON REPORTING STANDARDS, WHO ARE "SPECIFIED US PERSONS" (AS DEFINED IN THE SECTION GLOSSARY OF DEFINED TERMS) UNDER THE FOREIGN ACCOUNT TAX COMPLIANCE ACT OR INVESTORS OR INTERMEDIARIES WHO ARE NOT COMPLYING WITH FATCA.

5 SHARES IN THE COMPANY MAY NEITHER BE OFFERED NOR SOLD TO ANY US AMERICAN BENEFIT plan INVESTOR. FOR THIS PURPOSE, A "BENEFIT plan INVESTOR" MEANS ANY (I) "EMPLOYEE BENEFIT plan " WITHIN THE MEANING OF SECTION 3(3) OF THE US EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OF TITLE I OF ERISA, (II) INDIVIDUAL RETIREMENT ACCOUNT, KEOGH plan OR OTHER plan DESCRIBED IN SECTION 4975(E)(1) OF THE US INTERNAL REVENUE CODE OF 1986, AS AMENDED, (III) ENTITY WHOSE UNDERLYING ASSETS INCLUDE " plan ASSETS" BY REASON OF 25% OR MORE OF ANY CLASS OF EQUITY INTEREST IN THE ENTITY BEING HELD BY PLANS DESCRIBED IN (I) AND (II) ABOVE, OR (IV) OTHER ENTITY (SUCH AS SEGREGATED OR COMMON ACCOUNTS OF AN INSURANCE COMPANY, A CORPORATE GROUP OR A COMMON TRUST) WHOSE UNDERLYING ASSETS INCLUDE " plan ASSETS" BY REASON OF AN INVESTMENT IN THE ENTITY BY PLANS DESCRIBED IN (I) AND (II) ABOVE.

6 NOTICE TO RESIDENTS OF HONG KONG: THE DISTRIBUTION OF THIS PROSPECTUS, AND THE PLACEMENT OF SHARES IN HONG KONG, IS RESTRICTED. THIS PROSPECTUS HAS NOT BEEN REGISTERED IN HONG KONG AND MAY ONLY BE DISTRIBUTED, CIRCULATED OR ISSUED TO PERSONS WHO ARE PROFESSIONAL INVESTORS UNDER THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE UNDER THAT ORDINANCE OR AS OTHERWISE PERMITTED BY THE SECURITIES AND FUTURES ORDINANCE 58 January 2022 3 / 544 110491143_23 PROSPECTUS ROBECO CAPITAL GROWTH FUNDS IN CASE OF DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS OR THE RISKS INVOLVED IN INVESTING IN THE COMPANY, PLEASE CONSULT A STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER.

7 58 January 2022 4 / 544 110491143_23 PROSPECTUS ROBECO CAPITAL GROWTH FUNDS TABLE OF CONTENTS P A G E GLOSSARY OF DEFINED TERMS .. 9 DIRECTORS AND ADMINISTRATION .. 18 SECTION 1 THE FUND .. 20 Summary .. 20 Legal entity .. 21 SECTION 2 THE SHARES .. 22 Classes of Shares .. 22 Dividend policy .. 25 Issue of Shares .. 26 Switch of Shares .. 28 Redemption of Shares .. 28 Prevention of money laundering and financing of terrorism .. 29 Calculation of the Net Asset Value .. 30 Temporary Suspension of the determination of the Net Asset Value .. 32 Taxation .. 33 Tax Reporting .. 38 SECTION 3 GENERAL INFORMATION .. 42 Fees and Expenses .. 42 Late Trading or Market Timing .. 45 Management Company.

8 46 Structure and purpose .. 48 Depositary .. 48 Administration Agent and Registrar .. 50 Meetings and reports .. 51 Liquidation and merger .. 51 Liquidation and merger of Classes of Shares .. 52 Transactions with connected 53 Data protection and voice recording .. 53 Documents available for 54 Benchmark Regulation .. 54 Complaints .. 55 Shareholder notifications .. 55 Applicable law and jurisdiction .. 55 58 January 2022 5 / 544 110491143_23 PROSPECTUS ROBECO CAPITAL GROWTH FUNDS SECTION 4 RISK CONSIDERATIONS .. 56 a) General investment risk .. 56 b) Counterparty risk .. 59 c) Liquidity risk .. 60 d) Sustainability risk .. 61 e) Risk of use of financial derivative instruments .. 61 f) Risk of lending financial instruments.

9 62 g) Risk of (reverse) repurchase agreements .. 62 h) Sovereign risk (or Country risk) .. 63 i) Valuation risk .. 70 j) Fiscal risk .. 70 k) Operational risk .. 71 l) Outsourcing risk .. 71 m) Model risk .. 71 n) FATCA related risks .. 71 APPENDIX I INFORMATION PER SUB-FUND .. 72 1. Global Equity Sub- FUNDS .. 72 a) ROBECO BP Global Premium Equities .. 72 b) ROBECO QI Global Conservative Equities .. 76 c) ROBECO Sustainable Global Stars Equities .. 80 d) ROBECO Emerging Stars Equities .. 83 e) ROBECO Emerging Markets Equities .. 87 f) ROBECO QI Emerging Markets Active Equities .. 91 g) ROBECO QI Global Momentum Equities .. 94 h) ROBECO QI Global Developed Sustainable Enhanced Index 97 i) ROBECO QI Emerging Markets Enhanced Index Equities.

10 100 j) ROBECO QI Emerging Conservative Equities .. 103 k) ROBECO QI Global Value Equities .. 107 l) ROBECO QI Global Developed Multi-Factor Equities .. 110 m) ROBECO QI Emerging Markets Sustainable Active Equities .. 113 n) ROBECO QI Global Developed Conservative Equities .. 116 o) ROBECO QI Global Developed Active Equities .. 119 p) ROBECO QI Customized Emerging Markets Enhanced Index Equities I .. 122 q) ROBECO QI Global Quality Equities .. 126 r) RobecoSAM QI Global SDG & Climate Conservative Equities .. 129 s) ROBECO QI Global Developed Enhanced Index Equities .. 133 58 January 2022 6 / 544 110491143_23 PROSPECTUS ROBECO CAPITAL GROWTH FUNDS t) ROBECO Sustainable Emerging Stars Equities .. 136 u) ROBECO QI Emerging Markets Sustainable Enhanced Index Equities.