zcapital · 3 basic data 1) the ter was calculated according to t he sfama guide line of may 16,...

zCapital Umbrella Fund under Swiss law of the type «other funds for traditional investments»

Audited annual report as at November 30, 2014 for the period from December 1, 2013 to November 30, 2014

zCapital AG

Baarerstrasse 82

6300 Zug

Our transparency T +41 41 729 80 80 Your fundholder value www.zcapital.ch

U M B R E L L A F U N D U N D E R S W I S S L A W O F T H E T Y P E« O T H E R F U N D S F O R T R A D I T I O N A L I N V E S T M E N T S »

Audited annual report as at November 30, 2014for the period from December 1, 2013 to November 30, 2014

In case of difference between the German version and the translation, the German version shall prevail.

This document is not an offer to purchase or subscribe to units but is for informational purposes only. Units of an investment fund under Swiss law may only be subscribed onthe basis of the current prospectus, including the fund contract, the current annual and semi-annual reports and the Key Investor Information Document. An investment inthis fund entails risks which are described in the prospectus. All documents may be obtained free of charge at zCapital AG, Baarerstrasse 82, 6300 Zug, at Vontobel FondsServices AG, Gotthardstrasse 43, 8002 Zurich or at www.zcapital.ch. Independent advice should be sought on the legal principles that apply in the relevant country regardingany sales restrictions.

zCapital

1

Organisation 2

Basic data 3

Performance 5

zCapital Swiss Dividend Fund 6

zCapital Swiss Small & Mid Cap Fund 11

Annual Distribution 2013/2014 17

Further information 18

Report on the exercise of membership and voting rights 23

Auditor's short report 31

Contents

2

Fund management companyVontobel Fonds Services AGGotthardstrasse 43CH-8022 ZurichTel. +41 58 283 53 50, Fax +41 58 283 74 66

Board of DirectorsDominic GaillardChristoph LedergerberDr. Martin Taufer

Managing Director, Bank Vontobel AG, ChairmanManaging Director, Bank Vontobel AGManaging Director, Bank Vontobel AG

Executive BoardDiego GadientDaniel SpitzerSteven WickiThomas CarrierMarcus Eberlein

Executive Director, Vontobel Fonds Services AG, ChairmanExecutive Director, Vontobel Fonds Services AG (until 31.08.2014)Executive Director, Vontobel Fonds Services AGDirector, Vontobel Fonds Services AG (until 31.08.2014)Director, Vontobel Fonds Services AG (from 01.09.2014)

Custodian bankRBC Investor Services Bank S.A.Esch-sur-Alzette, Zurich branchBadenerstrasse 567P.O. Box 101CH-8066 Zurich

Asset management companyzCapital AGBaarerstrasse 82CH-6300 ZugTel. +41 41 729 80 80

Portfolio managerPascal SeidnerHilmar Langensand

Portfolio manager, zCapital AGCEO, zCapital AG

External auditorErnst & Young AGMaagplatz 1CH-8010 Zurich

Subscription and paying agentBank Vontobel AGGotthardstrasse 43CH-8022 ZurichTel. +41 58 283 71 11, Fax +41 58 283 76 50

RBC Investor Services Bank S.A.Esch-sur-Alzette, Zurich branchBadenerstrasse 567P.O. Box 101CH-8066 Zurich

Publication of priceswww.zcapital.chwww.swissfunddata.ch

Organisation

3

Basic data

1) The TER was calculated according to the SFAMA guideline of May 16, 2008 on the calculation and publication of the TER and PTR of collective investment schemes.2) The PTR (Portfolio Turnover Rate) was calculated according to the SFAMA guideline of May 16, 2008 and describes the turnover rate of the fund portfolio. It is considered

an indicator of the significance of the transaction costs incurred by the fund when buying and selling investments.

Total net asset value in CHF millions

zCapital Swiss Dividend Fund

A classNet asset value per unit in CHF

ZA classNet asset value per unit in CHF

A classLaunch date of

ZA classLaunch date of

Securities number of A class

Securities number of ZA class

Outstanding units A class

Outstanding units ZA class

PTR2)

A classDistribution per unit in CHF

ZA classDistribution per unit in CHF

High since launch of A class

High since launch of ZA class

Low since launch of A class

Low since launch of ZA class

ISIN code of A class

ISIN code of ZA class

A classCapital distribution per unit in CHF

ZA classCapital distribution per unit in CHF

TER A class1)

TER ZA class1)

30.11.2014

103.44

1'407.40

1'432.35

1.03%

0.77%

23'194.107

49'423.481

40.38%

15.40

-

1'407.40

1'432.35

973.58

1'000.00

26.80

-

30.11.2013

99.57

1'263.66

1'255.66

31'071.736

48'028.063

8.30

10.95

973.58

1'000.00

1'269.67

1'261.54

1.02%

0.76%

28.06%

30.25

-

CH0194666555

CH0199944593

22.10.2012

03.12.2012

19466655

19994459

Reuters page ZA class

Bloomberg A class

Bloomberg ZA class

ZCAPDIV SW

ZCADVZA SW

19994459.S

Reuters page A class 19466655.S

4

Basic data

1) The TER was calculated according to the SFAMA guideline of May 16, 2008 on the calculation and publication of the TER and PTR of collective investment schemes.2) The PTR (Portfolio Turnover Rate) was calculated according to the SFAMA guideline of May 16, 2008 and describes the turnover rate of the fund portfolio. It is considered

an indicator of the significance of the transaction costs incurred by the fund when buying and selling investments.

Total net asset value in CHF millions

zCapital Swiss Small & Mid Cap Fund

A classNet asset value per unit in CHF

ZA classNet asset value per unit in CHF

A classLaunch date of

ZA classLaunch date of

Securities number of A class

Securities number of ZA class

Outstanding units A class

Outstanding units ZA class

PTR2)

A classDistribution per unit in CHF

ZA classDistribution per unit in CHF

High since launch of A class

High since launch of ZA class

Low since launch of A class

Low since launch of ZA class

ISIN code of A class

ISIN code of ZA class

A classCapital distribution per unit in CHF

ZA classCapital distribution per unit in CHF

TER ZA class1)

TER A class 1)excl. Performance fee

TER A class 1)incl. Performance fee

30.11.2014

491.65

2'036.68

2'059.94

0.99%

65'764.525

173'648.383

60.11%

-

-

2'038.50

2'061.76

707.99

1'703.22

-

-

1.51%

2.13%

30.11.2013

439.78

1'746.41

1'746.86

108'287.401

143'496.501

-

-

707.99

1'724.77

1'748.85

1'749.27

0.99%

60.48%

-

-

1.50%

1.70%

30.11.2012

303.79

1'393.62

-

217'985.430

-

-

-

1'518.28

-

707.99

-

-

41.30%

-

-

1.51%

2.11%

CH0045341648

CH0224756806

06.10.2008

15.11.2013

4534164

22475680

Reuters page ZA class

Bloomberg A class

Bloomberg ZA class

ZCAPSWI SW

ZCAPSZA SW

22475680.S

Reuters page A class 4534164.S

30.11.2011

220.63

1'199.24

-

183'978.683

-

-

-

1'518.28

-

707.99

-

-

52.74%

-

-

1.51%

1.67%

5

in CHFlaunch date from launch to

31.12.2012 2013 2014

2015 01.01.2015

to 31.01.2015 from launch to

31.01.2015*

zCapital Swiss Dividend Fund A class 22.10.2012 2.17% 25.79% 12.74% -2.99% 40.56%

SPI® Total Return 1.14% 24.60% 13.00% -6.71% 32.85%

zCapital Swiss Dividend Fund ZA class 03.12.2012 1.29% 26.11% 13.02% -2.96% 40.08%

SPI® Total Return 0.01% 24.60% 13.00% -6.71% 31.36%

in CHFlaunch date

2012 2013 2014

2015 01.01.2015

to 31.01.2015 from launch to

31.01.2015*

zCapital Swiss Small & Mid Cap Fund A class 06.10.2008 17.81% 26.02% 15.15% -6.24% 93.56%

SPI Extra® 13.89% 27.66% 11.37% -7.00% 54.44%

zCapital Swiss Small & Mid Cap Fund ZA class 15.11.2013 - 3.27% 16.44% -6.20% 12.78%

SPI Extra® - 2.21% 11.37% -7.00% 5.86%

Past performance is not a guide to current or future performance.The performance data do not take account of the commissions and costs incurred on the issue or redemption of units.* Performance was calculated as at January 31, 2015 in accordance with the SFAMA performance guidelines of May 16, 2008.

Performance

6

Change in unitsStatement of Assets

7

Statement of incomeUtilisation of net income

8

Stock of Funds Assets 9

Contents


A sub-fund of zCapital, an umbrella fund under Swiss law of the type «other funds for traditional investments»

7

Assets

Cash at banks:

– at sight 84'671.7710'111.47

– on time 5'900'000.007'000'000.00

Securities

– shares 96'710'287.5092'241'692.00

Derivative financial instruments --

Other assets 825'081.73846'237.28

Total fund assets 103'520'041.00100'098'040.75

./. Loans taken out --

./. Other liabilities -84'929.07-527'276.06

Total net asset value 103'435'111.9399'570'764.69

Statement of changes in net assets

Total net asset value at beginning of reporting period 99'570'764.69-

Distributions -1'812'019.21-

Balance of units issued/units redeemed -8'139'938.6383'882'262.45

Total net income 13'816'305.0815'688'502.24

Total net asset value at end of reporting period 103'435'111.9399'570'764.69

Statement of Assets (in CHF) 30.11.201430.11.2013

Units outstanding at the beginning of the period 31'071.736-

Number of units issued 9'910.74061'010.893

Number of units redeemed 17'788.36929'939.157

Units outstanding at the end of the period 23'194.10731'071.736

Net asset value per unit in CHF 1'407.401'263.66

A class






ZA class



01.12.13 - 30.11.1422.10.12 - 30.11.13

01.12.13 - 30.11.1403.12.12 - 30.11.13

Changes in units

8

Income

Income on cash at banks --

Income on securities

– shares 2'101'325.001'326'860.24

Accrued income - paid in on units subscribed 200'824.39699'687.01

Total income 2'302'149.392'026'547.25

Expense

Interest paid 16'073.2615'939.84

Auditing expense 19'939.9119'950.50

Fees as per regulations paid to the fund management company for:

– management, asset management and distribution 1) 874'416.36640'686.00

Other expenses 6'596.50908.00

Accrued income paid out on units redeemed 360'339.40232'183.65

Total expenses 1'277'365.43909'667.99

1'024'783.961'116'879.26Net income/loss (–)

Realised capital gain and loss 8'418'266.443'942'107.81

Payments from the capital contributions principle 1'558'790.00996'847.50

Realised income 11'001'840.406'055'834.57

Unrealised capital gain and loss 2'814'464.689'632'667.67

Total net income 13'816'305.0815'688'502.24

Statement of income (in CHF) 01.12.13 - 30.11.1422.10.12 - 30.11.13*



Net income for financial year 368'007.08

Capital gains from the financial year intended for distribution 621'602.07939'920.01

Profit carried forward from previous year 110 '111.67-

Profit available for distribution 1'307'927.09

Profit intended for distribution to investors 2) -357'189.25-1'197'815.42

Profit carried forward 110'111.67

A class

Net income for financial year 748'872.18

Profit carried forward from previous year 222'964.89-

Profit available for distribution 748'872.18

Profit intended for distribution to investors 2) --525'907.29

Profit carried forward 222'964.89

ZA class

Utilization of net income (in CHF) 01.12.13 - 30.11.1422.10.12 - 30.11.13*

Effective fees:1) The management fee paid to the fund management company, specifically for the management, asset management, distribution of the investment fund and compensation for

the custodian totals 1.00% p.a. of the fund's net asset value for A class units and 0.75% for ZA class units. 2) of which CHF 939'920.01 (2013) and CHF 621'602.07 (2014) from capital gains from the financial year.* The sub-fund was launched on 22.10.2012. The first annual report covers the period from 22.10.2012 - 30.11.2013 (extended reporting period).

249'745.32

981'459.06

Capital gains for the financial year intended for distribution to investors -621'602.07-

2'667.74

775'038.64

998'003.53

0.12

Federal withholding tax -349'301.19

Income retained for reinvestment -648'702.22

-

-

9

Liechtensteinische Landesbank I 29'500 20'500 - 50'000 2'000'000.00 1.94

Shares

Securities listed on an official exchange

Liechtenstein

Securities

Verwaltungs- und Privat Bank I 15'800 2'700 - 18'500 1'454'100.00 1.40

3.343'454'100.00Total - Liechtenstein

ABB N 190'000 45'000 40'000 195'000 4'229'550.00 4.09

Switzerland

Adecco N 27'500 16'000 16'500 27'000 1'831'950.00 1.77

Allreal Holding N 11'000 1'000 12'000 - - 0.00

Also Holding N - 37'700 - 37'700 1'979'250.00 1.91

APG SGA N 5'020 - 2'020 3'000 879'000.00 0.85

Baloise Holding N 16'000 6'000 4'000 18'000 2'271'600.00 2.19

Banque Cantonale Vaudoise N 1'500 700 2'200 - - 0.00

Belimo Holding N 860 70 - 930 2'208'750.00 2.13

Bossard Holding I 360 - 360 - - 0.00

Bucher Industries N 6'500 - 6'500 - - 0.00

Burkhalter Holding N 19'000 14'000 5'000 28'000 2'305'800.00 2.23

Cembra Money Bank N 37'000 3'000 - 40'000 2'274'000.00 2.20

Coltene Holding N 31'700 - 31'700 - - 0.00

Conzzeta I - 610 610 - - 0.00

Conzzeta N - 686 - 686 2'270'660.00 2.19

EMS-Chemie Holding N 6'200 1'800 4'000 4'000 1'434'000.00 1.39

GAM Holding N 109'000 68'500 30'000 147'500 2'522'250.00 2.44

Givaudan N 1'500 900 1'500 900 1'549'800.00 1.50

Glarner Kantonalbank N - 67'500 - 67'500 1'194'750.00 1.15

Helvetia Holding N - 3'400 - 3'400 1'615'000.00 1.56

Implenia N 39'500 - 39'500 - - 0.00

Kühne + Nagel N 15'350 10'650 12'500 13'500 1'756'350.00 1.70

Kuoni Reisen Holding N 7'500 700 300 7'900 2'227'800.00 2.15

Logitech International N 235'000 130'000 235'000 130'000 1'865'500.00 1.80

Mobilezone Holding N 235'000 70'000 101'250 203'750 2'129'187.50 2.06

Nestlé N 142'000 37'000 52'000 127'000 9'213'850.00 8.90

Novartis N 130'000 33'000 56'000 107'000 10'004'500.00 9.65

OC Oerlikon N 175'000 30'000 205'000 - - 0.00

Orior N 17'000 13'000 - 30'000 1'554'000.00 1.50

Partners Group Holding N 9'000 3'000 5'000 7'000 1'942'500.00 1.88

PSP Swiss Property N 28'500 11'500 9'000 31'000 2'605'550.00 2.52

Roche Holding GS 33'000 10'200 13'700 29'500 8'537'300.00 8.25

Roche Holding I 4'500 - - 4'500 1'274'625.00 1.23

Romande Energie Holding I - 1'125 - 1'125 1'184'625.00 1.14

Schweiter Technologies I 3'100 200 600 2'700 1'887'300.00 1.82

Schweizerische National-Versicherungs-Gesellschaft N 40'000 33'000 73'000 - - 0.00

SGS N - 900 900 - - 0.00

St. Galler Kantonalbank N 2'500 - 2'500 - - 0.00

Swiss Prime Site N - 32'000 - 32'000 2'384'000.00 2.30

Swiss Re N 62'500 16'500 14'500 64'500 5'327'700.00 5.15

Swisscom N 6'500 1'100 2'100 5'500 3'225'750.00 3.12



Stock of Funds Assetsas at 30.11.2014

Title Stock01.12.2013

Purchase1) Sale1) Stock30.11.2014

Market value inCHF

in % of totalfund assets 2)

10

Syngenta N - 10'300 4'000 6'300 2'005'290.00 1.94

Shares (Continued)


Switzerland (Continued)

Tamedia N 11'000 15'000 11'000 15'000 1'903'500.00 1.84

Walter Meier N - 35'000 - 35'000 1'389'500.00 1.34

Zurich Insurance Group N 9'000 2'500 4'000 7'500 2'271'000.00 2.19

93.4296'710'287.50Total - Shares listed on an official exchange

90.0893'256'187.50Total - Switzerland

Swiss franc

Conzzeta rights (29.08.14) - 610 610 - - 0.00

Options, warrants, rights


0.00-Total - Swiss franc






Market value inCHF


96'710'287.50

Total - Options, warrants, rights listed on an official exchange

93.42Total - Securities listed on an official exchange

93.4296'710'287.50Total - Securities

0.0884'671.77Cash at banks at sight

5.705'900'000.00Cash at banks on time

0.80825'081.73Other assets

103'520'041.00Total fund assets 100.00

0.000.00Loans taken out

-0.08-84'929.07Other liabilities

103'435'111.93Total net asset value 99.92

1) Includes purchases, sales and corporate actions.2) Any discrepancies in the totals are a result of rounding differences.

0.00-

12

13

14

Contents

« »

Statement of incomeUtilisation of net income

12

Assets

Cash at banks:

– at sight 50'100.7712'651.04

– on time 29'400'000.0024'000'000.00

Securities

– shares 462'556'300.00414'865'185.00

Derivative financial instruments --

Other assets 2'589'776.0131'378'474.59

Total fund assets 494'596'176.78470'256'310.63

./. Loans taken out --

./. Other liabilities -2'948'752.76-30'473'950.49

Total net asset value 491'647'424.02439'782'360.14

Statement of changes in net assets

Total net asset value at beginning of reporting period 439'782'360.14303'788'073.40

Distributions --

Balance of units issued/units redeemed -22'012'390.1460'179'502.48

Total net income 73'877'454.0275'814'784.26

Total net asset value at end of reporting period 491'647'424.02439'782'360.14

Statement of Assets (in CHF) 30.11.201430.11.2013

Units outstanding at the beginning of the period 108'287.401217'985.430





A class



Number of units redeemed 17'764.354163.000



ZA class



01.12.13 - 30.11.1401.12.12 - 30.11.13

01.12.13 - 30.11.1415.11.13 - 30.11.13

Changes in units

13

Income

Income on cash at banks --

Income on securities

– shares 6'127'111.695'500'809.38

Accrued income - paid in on units subscribed 39'473.1661'925.45

Total income 6'166'584.855'562'734.83

Expense

Interest paid 62'954.5745'074.09

Auditing expense 19'934.2515'956.16

Fees as per regulations paid to the fund management company for:

– management, asset management and distribution 1) 5'511'677.905'726'823.84

– in % the performance fee 2) 938'551.16784'101.84

Other expenses 10'522.005'022.16Partial carryover of the regulatory fees to the fund management company on the realisedcapital gains/losses (performance fee) 3)

-938'551.16-784'101.84

Partial carryover of expenditure on realised capital profits and losses -9'982.85-

Accrued income paid out on units redeemed 68'975.42137'588.86

Total expenses 5'664'081.295'930'465.11

502'503.56-367'730.28Net income/loss (–)

Realised capital gain and loss 55'993'190.176'325'179.82

Payments from the capital contributions principle 4'327'476.604'257'830.00

Partial carryover of expenditure on realised capital profits and losses -9'982.85-Partial carryover of the regulatory fees to the fund management company on the realisedcapital gains/losses (performance fee) 3)

-938'551.16-784'101.84

Realised income 59'874'636.329'431'177.70

Unrealised capital gain and loss 14'002'817.7066'383'606.56

Total net income 73'877'454.0275'814'784.26

Statement of income (in CHF) 01.12.13 - 30.11.1401.12.12 - 30.11.13



Net income for financial year -271'965.37

Net loss charged to accrued realised capital profits -271'965.37

Profit carried forward from previous year 166'564.87166'564.87

Profit available for distribution 166'564.87

Profit intended for distribution to investors --

Profit carried forward -377'365.87

A class

Net income for financial year -95'764.91

Net loss charged to accrued realised capital profits -95'764.91

Profit carried forward from previous year --

Profit available for distribution

Profit intended for distribution to investors --

Profit carried forward -

ZA class

Utilization of net income (in CHF) 01.12.13 - 30.11.1401.12.12 - 30.11.13

Effective fees:1) The management fee paid to the fund management company, specifically for the management, asset management, distribution of the investment fund and compensation for

the custodian totals 1.50% p.a. of the fund's net asset value for A class units and 0.99% for ZA class units. The investment manager donates 0.1% p.a. of the fund's net assetvalue for A class units to charitable organisations (included in the 1.50%). No reimbursements and trailer fees were paid out of the management fee in accordance with theSFAMA Transparency Directive of May 22, 2014.

2) 15% in accordance with the high water mark principle. The performance fee has been suspended since June 2, 2014.3) In accordance with Art. 29 of the Implementing Ordinance on the Swiss Federal Law on Withholding Tax.

-364'452.30

364'452.30

166'564.87

166'564.87

866'955.86

-

16.31

Federal withholding tax

Income retained for reinvestment

-

-

-303'428.84

-563'510.71

- 866'955.86

14

AMS I - 745'000 475'000 270'000 9'679'500.00 1.96

Shares


Austria

Securities

1.969'679'500.00Total - Austria

Allreal Holding N 26'000 4'000 30'000 - - 0.00

Switzerland

Also Holding N - 86'000 - 86'000 4'515'000.00 0.91

APG SGA N 10'000 - - 10'000 2'930'000.00 0.59

Aryzta N 180'000 - 44'000 136'000 10'485'600.00 2.12

Ascom Holding N 280'000 - 280'000 - - 0.00

Baloise Holding N 159'500 32'000 20'500 171'000 21'580'200.00 4.37

Banque Cantonale Vaudoise N 2'100 - 2'100 - - 0.00

Barry Callebaut N 2'300 - 2'300 - - 0.00

Belimo Holding N 1'370 430 - 1'800 4'275'000.00 0.86

Bucher Industries N 24'200 - 24'200 - - 0.00

Burckhardt Compression Holding N 14'000 - 9'000 5'000 1'952'500.00 0.39

Cembra Money Bank N 98'000 20'000 18'000 100'000 5'685'000.00 1.15

Clariant N 825'000 - 445'000 380'000 6'650'000.00 1.34

Comet Holding N 6'000 - 4'000 2'000 1'260'000.00 0.25

Conzzeta I - 2'700 2'700 - - 0.00

Conzzeta N - 3'070 - 3'070 10'161'700.00 2.05

Daetwyler Holding I 44'000 12'000 9'000 47'000 5'508'400.00 1.11

Dufry N 35'000 44'000 27'000 52'000 7'992'400.00 1.62

EMS-Chemie Holding N 19'000 9'500 10'500 18'000 6'453'000.00 1.30

Evolva Holding N 3'000'000 800'000 2'300'000 1'500'000 1'995'000.00 0.40

Feintool International N 34'000 - 14'000 20'000 2'000'000.00 0.40

Flughafen Zürich N 5'000 - 1'000 4'000 2'540'000.00 0.51

Forbo Holding N 5'250 1'250 2'500 4'000 4'136'000.00 0.84

Galenica N 11'000 3'800 8'800 6'000 4'935'000.00 1.00

GAM Holding N 400'000 180'000 160'000 420'000 7'182'000.00 1.45

Gategroup N 190'000 - 190'000 - - 0.00

Georg Fischer N 6'000 11'300 800 16'500 9'759'750.00 1.97

Helvetia Holding N 10'000 9'000 1'000 18'000 8'550'000.00 1.73

Implenia N 128'000 - 88'000 40'000 2'200'000.00 0.44

Kaba Holding N 3'500 - 3'500 - - 0.00

Komax Holding N 60'000 11'400 11'400 60'000 8'598'000.00 1.74

Kudelski I - 200'000 200'000 - - 0.00

Kühne + Nagel N 122'000 78'000 55'000 145'000 18'864'500.00 3.82

Kuoni Reisen Holding N 26'000 5'500 1'500 30'000 8'460'000.00 1.71

Leonteq N 76'500 - 56'500 20'000 4'780'000.00 0.97

Lindt & Spruengli N 290 - 25 265 15'295'800.00 3.09

Lindt & Spruengli PS 2'900 - 900 2'000 9'734'000.00 1.97

Logitech International N 700'000 540'000 570'000 670'000 9'614'500.00 1.94

Lonza Group N - 194'000 4'000 190'000 21'584'000.00 4.37

Metall Zug N 1'600 700 - 2'300 5'554'500.00 1.12

Meyer Burger Technology N - 420'000 420'000 - - 0.00






Market value inCHF


15

Nobel Biocare Hldg N - 540'000 - 540'000 9'212'400.00 1.86

Shares (Continued)


Switzerland (Continued)

OC Oerlikon N 780'000 630'000 610'000 800'000 9'560'000.00 1.93

Orior N 56'000 20'000 26'000 50'000 2'590'000.00 0.52

Panalpina Welttransport Holding N 45'000 - 27'000 18'000 2'377'800.00 0.48

Partners Group Holding N 57'000 24'000 34'000 47'000 13'042'500.00 2.64

PSP Swiss Property N 150'000 33'000 38'000 145'000 12'187'250.00 2.46

Publigroupe N 28'000 14'800 42'800 - - 0.00

Rieter Holding N 9'000 11'500 20'500 - - 0.00

Romande Energie Holding I 4'200 750 - 4'950 5'212'350.00 1.05

Schindler Holding N 95'000 9'000 11'000 93'000 12'555'000.00 2.54

Schindler Holding PS 84'000 6'000 25'000 65'000 8'957'000.00 1.81

Schmolz & Bickenbach N 2'200'000 2'700'000 3'600'000 1'300'000 1'638'000.00 0.33

Schweiter Technologies I 9'000 1'000 2'950 7'050 4'927'950.00 1.00

Schweizerische National-Versicherungs-Gesellschaft N - 70'000 70'000 - - 0.00

SFS Group N - 112'500 2'500 110'000 7'535'000.00 1.52

Sika I 3'500 3'700 1'700 5'500 20'229'000.00 4.10

Sonova Holding N 150'000 63'000 22'000 191'000 27'924'200.00 5.66

Starrag Group Holding N 20'000 - 20'000 - - 0.00

Straumann Holding N 22'000 13'000 8'000 27'000 6'750'000.00 1.36

Sulzer N 27'000 35'000 26'000 36'000 3'884'400.00 0.79

Swatch Group N 144'000 29'000 103'000 70'000 6'226'500.00 1.26

Swiss Life Holding N 50'000 32'000 4'000 78'000 17'269'200.00 3.50

Swiss Prime Site N 178'000 65'000 13'000 230'000 17'135'000.00 3.46

Swissquote Group Holding N 85'000 35'000 120'000 - - 0.00

Tecan Group N 25'000 - 15'000 10'000 1'082'000.00 0.22

Temenos Group N 200'000 150'000 205'000 145'000 4'944'500.00 1.00

U-Blox Holding N 30'700 30'000 700 60'000 8'394'000.00 1.70

Valiant Holding N 40'000 26'000 - 66'000 5'586'900.00 1.13

VZ Holding N 29'000 7'000 - 36'000 6'012'000.00 1.22

Zehnder Group I 25'000 - 25'000 - - 0.00

Zug Estates Holding N 1'500 500 - 2'000 2'412'000.00 0.49

91.56452'876'800.00Total - Switzerland






Market value inCHF


93.52462'556'300.00Total - Shares listed on an official exchange

16

93.52462'556'300.00Total - Securities

0.0150'100.77Cash at banks at sight

5.9429'400'000.00Cash at banks on time

0.522'589'776.01Other assets

494'596'176.78Total fund assets 100.00

0.000.00Loans taken out

-0.60-2'948'752.76Other liabilities

491'647'424.02Total net asset value 99.40

1) Includes purchases, sales and corporate actions.2) Any discrepancies in the totals are a result of rounding differences.

Conzzeta rights (29.08.14) - 2'700 2'700 - - 0.00

Options, warrants, rights


Dufry rights (07.07.2014) - 63'000 63'000 - - 0.00

Leonteq rights (07.08.14) - 25'000 25'000 - - 0.00

0.00-Total - Swiss franc

Total - Options, warrants, rights listed on an official exchange 0.00

462'556'300.00Total - Securities listed on an official exchange 93.52

-






Market value inCHF


17

The zCapital umbrella fund closed its 2nd financial year on November 30, 2014.The distribution of net income and realised capital gains was done as at value date February 13, 2015 to all investors holding distributing units in sub-funds of the zCapital umbrella fund as at February 9, 2015 (ex-date February 10, 2015).

The distribution was paid out to the unitholders as at value date February 13, 2015, as follows:

zCapital Swiss Dividend Fund A class

Gross amount of income per unit CHF 15.40

Less 35% federal withholding tax CHF 5.39

Net amount of income per unit CHF 10.01

Amount of capital per unit CHF 26.80

zCapital Swiss Dividend Fund ZA class

Gross amount for reinvestment per unit CHF 20.1929

Less 35% federal withholding tax CHF 7.0675

Net amount for reinvestment per unit CHF 13.1254

zCapital Swiss Small & Mid Cap Fund A class

No distribution

zCapital Swiss Small & Mid Cap Fund ZA class

Gross amount for reinvestment per unit CHF 4.9926

Less 35% federalwithholding tax CHF 1.7474

Net amount for reinvestment per unit CHF 3.2452

Annual distribution 2013/2014

18

Basis for the valuation and calculation of the net asset value1. The net asset value of the fund is calculated in Swiss francs at the

market value as at the end of the financial year and for each day onwhich units are issued or redeemed. No valuation of the fund assetsshall be conducted on days on which the exchanges or markets in thefund's main investment countries are closed (e.g. bank and exchangeholidays).

2. Securities traded on a stock exchange or another regulated marketopen to the public shall be valued at the current prices paid on themain market. Other investments or investments for which no currentmarket value is available shall be valued at the price which wouldprobably be obtained in a prudent sale at the time of the valuation. Insuch cases, the fund management company will use appropriatevaluation models and principles recognised in practice to determine themarket value.

3. Open-ended collective investments are valued at their redemptionprice/net asset value. If they are regularly traded on a stock exchangeor another regulated market open to the public, the fund managementcompany can value such funds in accordance with Para. 2 above.

4. The value of money market instruments that are not traded on a stockexchange or another regulated market open to the public isdetermined as follows: Based on the net asset value, with the ensuinginvestment returns remaining constant, the valuation price of suchinvestments is gradually adjusted to the redemption price. If there aresignificant changes in market conditions, the valuation basis for theindividual investments will be adjusted in line with the new marketyields. If there is no current market price in such instances, thecalculations are as a rule based on the valuation of money marketinstruments with the same characteristics (quality and domicile of theissuer, issuing currency, term to maturity).

5. Bank deposits are valued on the basis of the amount due plus accruedinterest. If there are significant changes in market conditions or thecredit rating, the valuation basis for time deposits will be adjusted inline with the new conditions.

6. The net asset value of a unit is determined by the market value of thefund's assets, minus all this fund's liabilities, divided by the number ofunits in circulation. It will be rounded to the nearest CHF 0.01.

Events of special economic or legal importance

1. Amendments to the fund contractThe following amendments to the fund contract concerning theintroduction of a new ZA unit class for the sub-fund «zCapital - SwissDividend Fund» were approved on 01.12.2014 by the Swiss FinancialMarket Supervisory Authority (FINMA):

I. Adaptation to the revised provisions of the CISA and the CISOThe following amendments were made in order to adapt to the revisedprovisions of the Swiss Federal Collective Investment Schemes Act (CISA)and the Collective Investment Schemes Ordinance (CISO):

1. Asset management company (Section 1)

In accordance with Art. 35a Para. 1a CISO, the investment company'sasset management company is now specified in Section 1 Para. 4 of thefund contract. There is no material change of the asset managementcompany for the investment company.

2. Fund management company (Section 3)

In Section 3 Para.2 of the fund contract, the following additionalinformation is providedin accordance with Art. 20 Para. 1c CISA:

«They shall disclose all fees and costs charged directly or indirectly toinvestors, as well as their use; they shall inform investors in a complete,truthful and comprehensible manner regarding compensation for thedistribution of collective investments in the form of commissions,brokerage fees and other non-cash benefits.»

The following sentences were inserted into Section 3 Para. 3 of the fundcontract in accordance with Art. 31 Para. 3 and 4 CISA:

«Investment decisions may only be delegated to asset managementcompanies that are subject to recognised supervision.

If foreign law demands an agreement regarding cooperation and theexchange of information with foreign supervisory authorities, the fundmanagement company may only delegate investment decisions to anasset management company abroad if such an agreement exists betweenthe FINMA and the relevant foreign supervisory authority for theinvestment decision in question.»

3. Custodian bank (Section 4)

The following additional information was provided in Section 4 Para. 2 ofthe fund contract in accordance with Art. 20 Para. 1c CISA:

«They shall disclose all fees and costs charged directly or indirectly toinvestors, as well as their use; they shall inform investors in a complete,truthful and comprehensible manner regarding compensation for thedistribution of collective investments in the form of commissions,brokerage fees and other non-cash benefits.»

In line with the amended provisions of Art. 73 Para. 2 and 2bis CISA andArt. 104 and 105a CISO, the provisions regarding the custodian bank inSection 4 Para. 3-6 of the fund contract were amended as follows:

3. The custodian bank is responsible for the account and custodymanagement of the umbrella fund/the sub-funds, but may not dispose oftheir assets independently.

Further information

19

4. The custodian bank ensures that in transactions involving the assets ofone of the sub-funds, any consideration is remitted to it within the usualtime limits. It notifies the fund management company if the considerationis not remitted within the usual time limits and demands compensationfrom the counterparty for the asset in question if this is possible.

5. The custodian bank manages the necessary records and accounts insuch a way that it can distinguish between the assets of the individualsub-funds held in safekeeping at any time.

For those assets which cannot be held in safekeeping, the custodian bankchecks the ownership of the fund management company and keepsrecords thereof.

6. The custodian bank may commission third party or collective custodiansboth domestically and abroad with the safekeeping of the fund's assets ifthis is in the interest of proper safekeeping. It checks and monitorswhether the third party or collective custodian it has commissioned:

a. has the proper company organisation, financial guarantees andprofessional qualifications required for the type and complexity of theassets which are entrusted to it;

b. is subject to a regular external audit and thus demonstrates that it hasthe financial instruments in its possession;

c. keeps the assets received from the custodian bank in safekeeping insuch a way that they can be clearly identified by the custodian bank asbelonging to the fund assets by means of regular inventory checksconducted at any time;

d. complies with the provisions which apply for the custodian bankregarding the fulfilment of delegated tasks and the prevention ofconflicts of interest.

The custodian bank shall be liable for damages caused by thecommissioned party if it cannot prove that is has exercised all duediligence required by the circumstances with regard to selection,instructions and supervision. The prospectus contains information on therisks associated with the transfer of safekeeping to third party andcollective custodians.

For financial instruments, a transfer within the meaning of the aboveparagraph may only be made to supervised third party or collectivecustodians. The only exception to this is mandatory safekeeping in alocation where a transfer to supervised third party or collective custodiansis not possible, in particular due to mandatory legal provisions or thecharacteristics of the investment product. Investors are to be informedabout safekeeping by unsupervised third party or collective custodians inthe prospectus. »

4. The investor (Section 5)

Section 5 Para. 1 has been redrafted and now reads as follows:

For individual classes, restrictions are possible pursuant to Section 6 Para.4.The fund management company and the custodian bank ensure thatinvestors fulfil the requirements with regard to investor eligibility.

Section 5 Para.2 (previously Para. 1) has been supplemented by thefollowing sentence regarding contributions in kind:

«Rather than a cash payment, a contribution in kind can be made at theinvestor's request and with the consent of the fund managementcompany in accordance with the provisions of Section 17 Para. 8.»

In Section 5 Para. 4 (previously Para. 3), the following sentence has beendeleted:

«For those sub-funds/unit classes for which this is stipulated in theprospectus, rather than making a cash payment, a transfer of assets to therespective sub-fund («contribution in kindÕ) may occur at the respectiveexchange rate on that day at the investor's request and with the consentof the fund management company. The fund management company isnot obliged to approve such a request.»

With regard to investors' right to information, Section 5 Para. 5(previously Para. 4) was adapted to the provisions of Art. 84 Para. 2 CISAconcerning risk management and contributions in kind and now reads asfollows:

«Investors may obtain the necessary information about the basis for thecalculation of the net asset value per unit from the fund managementcompany at any time. If investors show interest in more detailedinformation about individual elements of the fund management companysuch as the exercise of membership and creditor rights or about riskmanagement or contributions in kind, the fund management companyshall also provide information on this at any time. At the court in thelocation where the fund management company has its registered offices,investors may demand that the external auditor or another expertinvestigates the matter requiring clarification and issues a report on it.»

5. Units and unit classes (Section 6)

With regard to unit classes, it is noted that the «ZA class» shall bedesigned as a reinvesting unit class from now on. The requirements forsubscribing to this unit class remain unaffected.

In Section 6 Para. 6, it is noted that in addition to the fund managementcompany, the custodian bank is now also obliged to request that investorswho no longer fulfil the requirements to hold a unit class return their unitswithin 30 calendar days within the meaning of Section 17 of the fundcontract, transfer them to a person who fulfils the specified requirementsor convert them into units of another class whose conditions they fulfil.

6. Investment policy (Section 8)

In Section 8 Para. 1, a new sentence (c) stipulates that the fundmanagement company may invest the investment company's assets instructured products. In addition, it now explicitly states that structuredproducts must be traded on a stock exchange or another regulatedmarket open to the public, or over the counter. OTC transactions are onlypermitted here if (i) the counterparty is a supervised financial intermediaryspecialised in this type of transaction and (ii) the products traded over thecounter can be traded on a daily basis or a return to the issuer is possibleat any time. It must also be possible for them to be reliably andtransparently assessed. The new wording reads as follows:

« (c) Structured products if (i) securities pursuant to (a), derivativespursuant to (b), structured products pursuant to (c), units in collectiveinvestments pursuant to (d), money market instruments pursuant to letter(e), financial indices, interest rates, exchange rates, loans or currenciesunderlie them as base values and (ii) the underlying base values arepermitted as investments in accordance with the fund contract. Structuredproducts must be traded on a stock exchange or another regulatedmarket open to the public, or over the counter; OTC transactions are only permitted if (i) the counterparty is a supervisedfinancial intermediary specialised in this type of transaction and (ii) theOTC products can be traded on a daily basis or a return to the issuer ispossible at any time. It must also be possible for them to be reliably andtransparently assessed. »

Further information

20

With regard to units in other collective investments (target funds), Section 8 Para. 1d (previously 1c) was redrafted and now reads as follows:

«Units in other collective investments (target funds) if (i) their documentsrestrict investments in other target funds to 10% in total on their part; (ii)equivalent provisions to those for securities funds apply for these targetfunds with regard to purpose, organisation, investment policy, investorprotection, risk distribution, the separate safekeeping of fund assets,borrowing, lending, short sales of securities and money marketinstruments, the issue and redemption of units and the content of thesemi-annual and annual reports and (ii) these target funds are permittedas collective investments in the country in which they are located and aresubject in this country to supervision that protects investors and isequivalent to that in Switzerland, and international administrativeassistance is guaranteed.

The fund management company may invest a maximum of 30% of thefund assets in units of target funds which do not comply with the relevantdirectives of the European Union (UCITS), but which are equivalent tothose or Swiss securities funds pursuant to Art. 53 CISA.

Subject to Section 19, the fund management company may purchaseunits of target funds which are directly or indirectly managed by itself orby another company with which it is affiliated by virtue of jointmanagement or control or by a material direct or indirect shareholding.»

Section 8 Para. 1g has been amended with regard to unauthorisedinvestments and now reads as follows: «Investments other than thosementioned above in Section 8 Para. 1a-f up to a maximum of 10% of theassets of a sub-fund; not permitted are (i) investments in precious metals,precious metal certificates, goods and documents establishing title togoods and (ii) genuine short sales of any type of investments.»

7. Derivative financial instruments (Section 12)

The wording of Section 12 Para. 3 has been supplemented by a newparagraph which reads as follows:

«Derivatives arising in connection with collective investments may only beused for the purpose of currency hedging. This is subject to the hedgingof market, interest and credit risks for collective investments, provided therisks can be clearly determined and measured.»

8. Risk distribution (Section 15)

The following paragraph has been inserted into Section 15 Para. 5 of thefund contract in accordance with Art. 80 Para. 4 CISO:

«If the receivables from OTC transactions are hedged using collateral inthe form of liquid funds in accordance with the relevant provision of theLiquidity Regulation, these receivables are not taken into considerationwhen calculating the counterparty risk.»

This is no longer subject to Section 15 Para. 9, according to which thesupervisory authority could grant exceptions.

9. Calculation of the net asset value (Section 16)

Section 16 Para. 7b has been amended with regard to the conversion ofthe ZA unit class from a distributing into a reinvesting unit class and nowreads as follows:

«on the cut-off date for distributions or reinvestments, insofar as (i) suchdistributions or reinvestments apply only to individual unit classes(distribution classes or reinvestment classes) or (ii), the distributions orreinvestments of the various unit classes account for different percentagesof their respective net asset value, or (iii) the distributions or reinvestments

of the various unit classes are subject to different fees and charges as apercentage of the distributions or the reinvestments;»

10. Issue and redemption of units (Section 17)

Section 17 Para. 8 has been introduced with regard to the possibility of acontribution in kind:

«In the event of a subscription, each investor may request to transferassets to the fund assets rather than making a cash payment (otherwiseknown as a contribution in kind). The request is to be made together withthe subscription. The fund management company is not obliged to permitcontributions in kind.

The fund management company is the sole decision-maker oncontributions in kind and agrees to such transactions only if the executionof the transaction is fully in accordance with the investment policy of theinvestment company and the interests of the remaining investors areunaffected.

The costs arising in connection with a contribution in kind may not becharged to the fund assets.

In the event of a contribution in kind, the fund management companydraws up a report containing details of the individual assets transferred,the market value of these assets on the date of transfer, the quantity ofunits issued or redeemed in return and the amount of any compensationpaid in cash. For each contribution in kind, the custodian bank shall verifythe fund management company's compliance with the duty of good faithas well as the valuation of the assets transferred and the units issued inrelation to the date of the transaction. The custodian bank shallimmediately inform the auditor of any reservations or objections.

Contributions in kind are to be identified in the annual report.»

11. Fees and ancillary costs charged to the fund assets (Section 19)

The ancillary costs listed under Section 19 Para. 4 which may be chargedto the sub-funds have been adapted to the new version of Art.37 Para 2CISO are follows:

«Furthermore, the fund management company and custodian bank areentitled to the reimbursement of the following expenses resulting fromthe execution of the fund contract:

(a) Fees charged by the supervisory authority for the founding,amendment, dissolution or merger of the investment company;(b) Annual fee charged by the supervisory authority;(c) Fees charged by auditors for the annual audit as well as for certificatesrelating to the founding, amendment, dissolution or merger of theinvestment company;(d) Fees for legal and tax advisers arising in connection with the founding,amendment, dissolution or merger of the investment company as well asthe general protection of investment company and investor interests;(e) Costs for the publication of the investment company's net asset valueas well as all costs for communications to investors, including translationcosts, which are not attributed to misconduct by the fund managementcompany;(f) Costs for the printing of legal documents as well as the investmentcompany's annual and semi-annual reports;(g) Costs for any registration of the investment company with a foreignsupervisory authority, specifically fees charged by the foreign supervisoryauthority, translation costs as well as compensation for the representativeor paying agent abroad;(h) Costs arising in connection with the exercise of voting rights or creditorrights by the investment company, including fees for external advisers;(i) Costs and fees arising in connection with the intellectual property rights

Further information

21

registered under the fund's name or with the fund's rights of use.(j) all costs caused by the execution of extraordinary measures to protectthe interests of investors by the fund management company, the assetmanagement company of collective investments or the custodian bank.»

The previous charges pursuant to Section 19 Para. 6 have been deletedaccordingly.

12. Audit (Section 21)

The provision regarding audit content was made more specific, such thatthe auditor must check whether the fund management company and thecustodian bank have complied with the legal and contractual provisions aswell as the professional rules of the Swiss Funds & Asset ManagementAssociation (SFAMA, formerly SFA).

13. Utilisation of net income (Section 22)

Section 22 was amended with regard to the carrying forward of netincome and the waiving of distribution, as well as with regard to theconversion of the ZA unit class from a distributing to a reinvesting unitclass, and now reads as follows:

«1. The net income from the reinvesting unit classes of a sub-fund areadded to the respective sub-fund on an annual basis for the purpose ofreinvestment. This is subject to any taxes and fees levied on thereinvestment. This is also subject to extraordinary distributions of the netincome from the reinvesting unit classes of the sub-fund to the investorsin the respective accounting unit.2. The net income from the distributing unit classes of a sub-fund isdistributed to the investors annually per unit class at the latest by the endof March in the corresponding accounting unit. In addition, the fundmanagement company may carry out interim distributions from theincome from distributing unit classes.3. Up to 30% of the net income from a unit class may be carried forwardto a new account. A distribution can be waived and the entire net incomemay be carried forward to a new account if- the net income from the current financial year and the income carriedforward from previous financial years of the collective investment or a unitclass amounts to less than 1% of the net asset value of the collectiveinvestment or the unit class, and- the net income from the current financial year and the income carriedforward from previous financial years of the collective investment or a unitclass amounts to less than one unit of the accounting unit of the collectiveinvestment or the unit class.4. Realised capital gains from the sale of goods and rights may bedistributed by the fund management company or retained forreinvestment.»

14. Publication of the fund (Section 23)

Section 23 Para1 was adjusted so that only one publication organ for theinvestment company is named. This means that from now on all factsliable for public disclosure are only published on Swiss Fund Data'selectronic platform (www.swissfunddata.ch - they were previouslypublished on Swiss Fund Data and in the Swiss Official Gazette ofCommerce).

15. Merger of the investment company (Section 24)

Section 24 Para. 2c, second indent was made more specific with regard tothe utilisation of net income and capital gains and now reads as follows:

«the utilisation of net income and capital gains from the sale of goodsand rights;»

In addition, Section 24 Para. 2 was supplemented by the followingsentence:

«This is subject to the provisions of Art. 19 Para. 4a.»

16. Applicable law, place of jurisdiction (Section 27)

In accordance with Art. 35a Para.2 and Art. 41 Para. 2bisCISO, Section 27Para. 5 of the fundcontract stipulates that when approving the fundcontract, FINMA only checks the provisions in accordance with Art. 35aPara. 1a-gCISO and establishes their legal conformity.

II. Conversion of the ZA class

With regard to unit classes, it is noted that the ZA class is now designedas a reinvesting unit class and that the prospectus was amendedaccordingly. The requirements for subscribing to this unit class remainunaffected.

III. Reduction of the management fee - Section 19 Para. 1 and 2 of thefund contract

For the sub-fund «Swiss Dividend Fund», the management fee in Section19 Para. 1 was reduced as follows:

- For «A class» units: from a maximum of 1.10% p.a. to a maximum of1.00% p.a.- For «ZA class» units: from a maximum of 0.90% p.a. to a maximum of0.75% p.a.

For the sub-fund «Swiss Small & Mid Cap Fund», the management fee inSection 19 Para. 2 was reduced as follows:

- For «A class» units: from a maximum of 1.60% p.a. to a maximum of1.50% p.a.- For «ZA class» units: from a maximum of 1.10% p.a. to a maximum of1.00% p.a.

IV. Exclusion of the «ZA class» of the sub-fund «Swiss Small & Mid CapFund» from the performance fee - Section 19 Para. 3 of the fund contract

It is clarified that there is no entitlement to a performance fee for the «ZAclass of the sub-fund» «Swiss Small & Mid Cap Fund». There is still anentitlement to a performance fee for the «A class» in accordance withSection 19 Para. 3 of the fund contract.

Further information

22

2. Significant issues with regard to the interpretation of legislationand the fund contractNone

3. Change of fund management company and custodian bankNone

4. Information about the fund management company

4.1 Changes to the Board of Directors of the fund managementcompany None

4.2 Changes to the Executive Board of the fund managementcompany Daniel Spitzer, Executive Director, Vontobel Fonds Services AG (until 31.08.2014)Thomas Carrier, Director, Vontobel Fonds Services AG (until 31.08.2014)Marcus Eberlein, Director, Vontobel Fonds Services AG (from 01.09.2014)

5. Legal disputesNone

Soft commissionsThe fund management company has not concluded any agreements inrespect of soft commissions.

Securities lendingNo securities were loaned during the period under review.

Securities repurchase agreementsAs at the balance sheet date, no securities repurchase agreements hadbeen entered into.

Off balance sheet transactionsAs at the balance sheet date, there were no off balance sheettransactions.

LoansAs at the balance sheet date, no loans had been drawn upon.

Exercise of membership and voting rightsMembership rights are actively exercised. Voting rights are exercised inaccordance with the voting policy of zCapital AG, which was mostrecently reviewed and approved as fund management company byVontobel Fonds Services AG on 20.01.2014. Investors can requestinformation both from zCapital AG and from the fund managementcompany with regard to how voting rights were exercised in individualcases.

Further information


23

Report on the exercise of membership and voting rights December 1, 2013 to November 30, 2014

Membership and voting rights are actively exercised by zCapital AG. Accordingly, participation rights such as shares of the zCapital Swiss Dividend Fund are always included in the register and the associated membership and voting rights are exercised in accordance with the voting policy of zCapital AG, which was most recently approved by Vontobel Fonds Services AG on January 20, 2014. zCapital AG has summarised the exercise of membership and voting rights for the zCapital Swiss Dividend Fund in graphic form. zCapital has

produced this report at its own responsibility and it is not part of the audit of the annual report by the auditing company.

zCapital AG exercised voting rights for the following companies in the said period: ABB, Adecco, Allreal Holding, APG SGA, Baloise Holding, Belimo Holding, Bucher Industries, Burkhalter Holding, Cembra Money Bank, Conzzeta, EMS-Chemie Holding, GAM Holding, Givaudan, Implenia, Kuoni Reisen Holding, Mobilezone Holding, Nestlé, Novartis, Orior, Partners Group Holding, PSP Swiss Property, Roche Holding, Romande Energie Holding, Schweiter Technologies, Schweizerische National-Versicherungs-Gesellschaft, SGS, Swisscom, Swiss Re, Syngenta and Zurich Insurance Group.

Granting of discharge to the governing bodies

Approval of annual report and financial statements

Appropriation of profit, dividend and distribution

Summary of voting results


24

Capital reduction2

Compensation for the Board of Directors (fixed & variable)

Compensation report (consultative & binding)

Capital increase1


25

Election of the members of the Boards of Directors

Election of the members of the Compensation Committee

Compensation for the Executive Board (fixed & variable)

Amendments to the statutes in accordance with the Ordinance againstExcessive Compensation with respect to Listed Stock Corporations


26

1 Capital increase on ordinary, authorised or conditional capital 2 Capital reduction on ordinary, authorised or conditional capital 3 Includes resolutions that cannot be assigned to any other category

Election of the independent voting proxy

Other amendments to statutes & other matters3

Election of the Chairman of the Board of Directors (Constitution))

Election of the statutory auditor


27

Report on the exercise of membership and voting rights December 1, 2013 to November 30, 2014

Membership and voting rights are actively exercised by zCapital AG. Accordingly, participation rights such as shares of the zCapital Swiss Small & Mid Cap Fund are always included in the register and the associated membership and voting rights are exercised in accordance with the voting policy of zCapital AG which was most recently approved by Vontobel Fonds Services AG on January 20, 2014. zCapital AG has summarised the exercise of membership and voting rights for the zCapital Swiss Small & Mid Cap Fund in graphic form. zCapital has produced this report at its own responsibility and it is not part of the audit of the annual report by the auditing company.

zCapital AG exercised voting rights for the following companies in the said period: Allreal Holding, AMS, APG SGA, Aryzta, Baloise Holding, Banque Cantonale Vaudoise, Barry Callebaut, Belimo Holding, Bucher Industries, Burckhardt Compression Holding, Cembra Money Bank, Clariant, Comet Holding, Conzzeta, Dufry, EMS-Chemie Holding, Evolva Holding, Feintool International, Flughafen Zurich, Forbo Holding, Galenica, GAM Holding, Gategroup, Georg Fischer, Helvetia Holding, Implenia, Komax Holding, Kühne + Nagel, Kuoni Reisen Holding, Leonteq, Lindt & Sprüngli, Lonza Group, Metall Zug, Meyer Burger Technologies, OC Oerlikon, Orior, Panalpina Welttransport Holding, Partners Group Holding, PSP Swiss Property, Publigroupe, Rieter Holding, Romande Energie Holding, Schindler Holding, Schweizerische National-Versicherungs-Gesellschaft, Schweiter Technologies, Sika, Sonova Holding, Straumann Holding, Sulzer, Swiss Life Holding, Swatch Group, Swiss Prime Site, Swissquote Holding, Tecan Group, Temenos Group, U-Blox Holding, VZ Holding and Zug Estates Holding.

Granting of discharge to the governing bodies

Approval of annual report and financial statements

Appropriation of profit, dividend and distribution

Summary of voting results


28

Capital reduction2

Compensation for the Board of Directors (fixed & variable)

Compensation report (consultative & binding)

Capital increase1


29

Election of the members of the Board of Directors

Election of the members of the Compensation Committee

Compensation for the Senior Management (fixed & variable)

Amendments to the statutes in accordance with the Ordinance againstExcessive Compensation with respect to Listed Stock Corporations


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1 Capital increase on ordinary, authorised or conditional capital 2 Capital reduction on ordinary, authorised or conditional capital 3 Includes resolutions that cannot be assigned to any other category

Election of the independent voting proxy

Other amendments to statutes & other matters3

Election of the Chairman of the Board of Directors (Constitution))

Election of the statutory auditor

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Auditor's short report

As statutory auditors, we have audited the attached annual reports ofthe investment fund

zCapital with the sub-funds

- Swiss Dividend Fund- Swiss Small & Mid Cap Fund

comprising the statements of assets and the statements of income,information on the appropriation of income and the disclosure of costsas well as other information pursuant to Art. 89 Para. 1 (b-h) of theSwiss Collective Investment Schemes Act (CISA) for the financial yearended November 30, 2014.

Responsibility of the Board of Directors of the fund managementcompanyThe Board of Directors of the fund management company isresponsible for preparing the annual financial statements inaccordance with the Swiss Collective Investment Schemes Act, theaccompanying regulations and the fund contract and prospectus. Thisresponsibility includes the design, implementation and maintenance ofan internal control system with respect to the preparation of annualfinancial statements which are free of material misstatement, whetherdue to infringements or error. The Board of Directors of the fundmanagement company is further responsible for selecting and applyingappropriate accounting policies and making suitable estimates.

Statutory auditor's responsibilityOur responsibility is to express an opinion on the annual reports basedon our audit. We conducted our audit in accordance with Swiss lawand Swiss auditing standards. These standards require that we planand perform the audit to obtain reasonable assurance as to whetherthe annual reports are free from material misstatement.

An audit involves performing procedures to obtain audit evidenceabout the amounts and other disclosures in the annual reports. Theprocedures selected depend on the auditor's professional judgement,including the assessment of the risks of material misstatement in theannual reports, whether due to fraud or error. In assessing those risks,the auditor considers the internal control system insofar as it is relevantto the preparation of the annual financial statements in order to designaudit procedures that are appropriate to the circumstances, but not forthe purpose of expressing an opinion on the existence andeffectiveness of the internal control system. An audit also involvesevaluating the appropriateness of the accounting methods used andthe plausibility of the estimates made as well as evaluating the overallpresentation of the annual reports. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis forour audit opinion.

OpinionIn our opinion, the annual reports for the financial year endedNovember 30, 2014 comply with the Swiss Collective InvestmentScheme Act and corresponding ordinances, as well as the fundcontract and prospectus.

Reporting to comply with further statutory provisions

We confirm that we have fulfilled the statutory requirements withrespect to accreditation under the Audit Oversight Act (AOA) and toindependence (Art. 11 AOA), and that there are no issues that mayconflict with our independence.

Zurich, March 20, 2015

Ernst & Young AG

Marc Luchsinger Licensed audit expert(Senior auditor)

Christian Soguel Licensed audit expert

zcapital · 3 basic data 1) the ter was calculated according to t he sfama guide line of may 16,...

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