FIDEURAM MULTIMANAGER FUND
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  • 1. FIDEURAM MULTIMANAGER FUND Luxembourg Fund with Special Risk Prospectus & Management Regulations
  • 2. FIDEURAM MULTIMANAGER FUND PROSPECTUS AND MANAGEMENT REGULATIONS Luxembourg Fund with Special Risk IN THE COURSE OF BEING AUTHORIZED IN SWITZERLAND AS A FUND WITH SPECIAL RISKS Sales Prospectus April 2008 FIDEURAM MULTIMANAGER FUND (the „Fund“), an open-ended unincorporated mutual investment fund (fonds commun de placement), is governed by Part II of the Luxembourg law of December 20, 2002 (the „2002 Law“) as its investment objectiveas and policies allow the Fund to invest 20% or more of its net assets in assets other than transferable securities and/or other liquid financial assets as referred to in article 41(1) of the 2002 Law. The Fund invests as a „fund of funds“ in hedge funds. An investment in the Fund carries substantial risks. The risks inherent to an investment in hedge funds are of a nature and degree not typically encountered in invest- ments in securities of companies listed on major securities markets worldwide.There can be no assurance that the Fund’s investment objective will be achieved and investment results may vary substantially over time. Investment in the Fund is only suitable for sophisticated private and institutional investors who fully under- stand and are willing to assume the risks involved in the fund’s investment policy and objective. Investors incur risk to lose a substantial part of their investment in the Fund. An investment in the Fund is not inten- ded to be a complete investment program for any investor. Prospective investors should carefully consider whether an investment in units of the Fund (each a „Unit“ and together the „Units“) is suitable for them in the light of their own circumstances and financial resources (see „Risk Factors“ below). The Management Company will, however, endeavor to monitor risks through the selection of the Fund’s investment based on a due diligence procedure (see „Due Diligence Process“ below). No dealer, salesman or any other person is authorized to give any information or to make any represen- tations other than those contained in the Prospectus and the other documents referred there-in in connec- tion with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by the Fund or representatives of the Fund. This Prospectus does not constitute an offer or solicitation by anyone 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. Prospective purchasers of Units should inform themselves as to the legal requirements, exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. Subscriptions are accepted on the basis of this Prospectus and, where legally required, of the latest avail- able annual report of the Fund containing its audited accounts, and of the latest available semi-annual report (if later than such annual report). IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD READ AND CONSIDER THE RISK DISCUSSION BEFORE INVESTING IN THE FUND. 1
  • 3. Table of contents PROSPECTUS Definitions 5 The Fund 5 Investment Objectives and Policies of the Fund 6 Investment Limitations of the Fund 9 Risk Factors 10 Due Diligence Process 14 The Offering 15 Distribution Policy 18 The Management Company 18 The Investment Manager 19 The Sub-Investment Manager 20 The Independent Control Unit 21 The Custodian Bank - The Transfer, Registrar and Paying Agent 22 Charges of the Fund 23 Luxembourg Taxation 24 Liquidation and Merger 24 Information to Unitholders 25 Applicable Law and Jurisdiction; Governing Language 26 Documents available for Inspection 26 Information for investors in Switzerland 26 MANAGEMENT REGULATIONS Article 1. - The Fund 29 Article 2. - The Management Company 29 Article 3. - The Custodian Bank - The Transfer, Registrar and Paying Agent 30 Article 4. - Investment Objective and Policy, Investment Limitations 31 Article 5. - Issue of Units 33 Article 6. - Unit Ownership 33 Article 7. - Net Asset Value 33 Article 8. - Suspension of the Valuation of the Total Net Assets 34 Article 9. - Redemption of Units 35 Article 10. - Restriction on Ownership of Units 35 Article 11. - Charges of the Fund 36 Article 12. - Business Year, Audit 36 Article 13. - Distribution Policy 37 Article 14. - Amendments to these Management Regulations 37 Article 15. - Announcements 37 Article 16. - Duration of the Fund, Dissolution of the Fund, Liquidation and merger of Sub-Funds 37 Article 17. - Expiry of Claims 38 Article 18. - Applicable Law, Jurisdiction and Language of Reference 38 Appendix 1 39 Appendix 2 41 3
  • 4. PROSPECTUS Definitions Business Net Asset Value Day Any day which is not a Saturday, Sunday or a The total assets minus the liabilities and accrued public holiday on which banking institutions are expenses valued at current market price. obliged by law or regulation to close in Luxembourg. Submanager Calculation Day The manager of a UCI. The 25th calendar day of each month, or if such Term day is not a Business Day, the next following The Fund has been set up for an indefinite period. Business Day. UCIs Financial Year Undertakings for Collective Investment, i.e. the The financial year of the Fund ends on December 31. underlying funds, which include corporations, limi- Listing ted partnerships, trusts and other legal entities Application has been made to list the Units on the organized or formed under the laws of any juris- Luxembourg Stock Exchange. diction. Minimum Subscription Valuation Day The minimum subscription requirement for Units The last Business Day of each month. in any of the Sub-Funds is EUR 50,000. The Fund FIDEURAM MULTIMANAGER FUND (the „Fund“) Upon the creation of new Sub-Funds or the disso- has been established by FIDEURAM MULTIMANA- lution of an existing Sub-Fund, an addendum to GER FUND MANAGEMENT COMPANY S.A. cur- the Prospectus shall be issued. rently merged with FIDEURAM GESTIONS S.A. (the The investment objectives and policies and other „Management Company“) as an Investment Fund details of each Sub-Fund are specified in the rel- under Luxembourg law, with FIDEURAM ASSET evant Appendix to this Prospectus. MANAGEMENT (IRELAND) LIMITED as investment manager (the „Investment Manager“). The duties The assets of the Fund are managed as separate of custodian have been entrusted to FIDEURAM assets in the interest and for the account of the BANK (LUXEMBOURG) S.A. FIDEURAM GESTIONS Unitholders. The Fund is unlimited in duration and S.A. offers investors within one single investment shall have total net assets which may not be less fund a choice of sub-funds (each a „Sub-Fund“ and than EUR 1,250,000 or its equivalent in a foreign together the „Sub-Funds“) („umbrella construc- currency. Its financial year starts on January 1st tion“) which are managed separately and which and ends on the last day of December. The Fund’s are distinguished mainly by their specific invest- accounts are audited by Ernst & Young S.A., ment policy and/or by the currency in which they Munsbach, Luxembourg. are denominated. The entire assets of the Fund, which are separate The Management Company is empowered to esta- from those of the Management Company, are the blish new Sub-Funds and dissolve existing ones by joint property of all Unitholders, who have equal informing the unitholders of the Fund (each a rights in proportion to the number of Units they „Unitholder“ and together the „Unitholders“). hold in the individual Sub-Funds. There is no provi- 5
  • 5. sion in the Management Regulations for a meeting Company on November 6, 2000. They were publi- of the Unitholders. The subscription to or acquisi- shed in the Mémorial, Recueil des Sociétés et tion of Units in the Fund implies acceptance of the Associations (the „Mémorial“) of December 1, Management Regulations by the Unitholders. 2000 and were deposited with the Register of the Tribunal d’Arrondissement of Luxembourg on Each Sub-Fund shall be treated as a separate enti- November 9, 2000. They may be amended by the ty whose assets constitute the joint coproprietor- Management Company in observance of the legal ship between its Unitholders. The Unitholders of provisions. The Management Regulations were the same Sub-Fund are treated equally and have amended several times and for the last time with the same rights. effect on April 4, 2008. The mention of their deposit The Management Regulations for FIDEURAM MUL- with the Tribunal d’Arrondissement of Luxembourg TIMANAGER FUND (the „Management Regu- will be published in the Mémorial. lations“) were stipulated by the Management Investment Objectives and Policies of the Fund The objective of the Fund is to achieve long-term, • the selection of a diversified portfolio of UCIs, risk adjusted capital appreciation by investing its whose managers use the same strategy, limits the assets in a diversified portfolio of UCIs using non- specific risk related to an individual manager; conventional or alternative asset management • collective investment vehicles like the Fund strategies. The Fund may also invest in UCIs which allow investors to participate in UCIs that would themselves invest in investment vehicles which normally be closed because of their high mini- use non-conventional or alternative asset mana- mum investment requirements. gement strategies. The Fund operates as a fund of funds, investing its The main disadvantages are: net assets in a portfolio of UCIs which are generi- • each UCI has its own cost structure to which the cally known as hedge funds, primarily managed by Sub-Fund’s own costs must be added; independent investment managers in the United States of America and using alternative asset • the dilution of specific risk by means of diversi- management strategies. fication implies a dilution of the performance of the Sub-Fund’s most successful investments. Each Sub-Fund shall be invested in particular cate- gories of UCIs according to investment style, geo- There can be no assurance that the Fund will graphical areas, industrial sectors and monetary achieve its investment objective. zones, as the Management Company may deter- mine. A. ALTERNATIVE VS TRADITIONAL ASSET MANAGEMENT The main advantages of a fund of funds structure In contrast with traditional asset management such as the Fund, in comparison to direct invest- based on the assumption of efficient markets and ment, are the following: the perception that outperforming the market • the selection of a diversified portfolio of UCIs, over time is impossible without accepting undue whose managers use different strategies, limits risk to capital, alternative asset management pre- the specific risk related to any individual strategy; sumes that markets are indeed inefficient and offer, therefore, opportunities for increased invest- ment performance without increased risk to capi- 6 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 6. tal. Some of the defining characteristics of alter- able to repurchase it more cheaply before repaying native asset management strategies can be sum- the lender) to hedge his long positions, effectively marized as follows: cutting out the influence of market movements on his portfolio, he became free to amplify his stock • Whereas traditional asset management will picking skills with leverage (buying securities with focus on building a portfolio of long securities borrowed money). A. Jones effectively created a (meaning securities held in the portfolio), essen- hedge fund system that provided superior returns tially equities and bonds, alternative asset relative to long only portfolios. management will use both long and short posi- tions (meaning short sales). In addition, the use C. HEDGE FUND: A CONTEMPORARY DEFINITION of derivatives, both for hedging and speculative Since then, the „hedge fund“ concept has expan- purposes, is not limited in alternative asset ded to include a variety of alternative investment management strategies. strategies. Far from being an homogeneous group, • In traditional asset management, the use of hedge funds today cover a wide array of invest- leverage (that is the use of borrowed money) is ment styles and strategies. Some adhere to well only permitted to a limited extent. By contrast, defined investment disciplines while others are alternative asset management strategies can be highly opportunistic. Risk profiles and performan- highly leveraged. ce attributes, therefore, can vary substantially. Finally, the style of some hedge funds may evolve • A portfolio managed according to traditional over time to better suit market conditions. Broadly asset management principles aims to outper- speaking, hedge funds styles and investment stra- form a benchmark, some form of index, or indus- tegies include the following: try median, following an indexed and/or passive investment approach. Performance, therefore, is Equity Hedged strategies: the underlying funds of measured on a relative basis. Alternative asset this investment style engage principally in equity management, on the other hand, seek to captu- hedged strategies. The target is to achieve returns re absolute gains (that is without reference to comparable to the returns of a diversified global an index or a benchmark) at all times, whether equity portfolio with significant lower risk. in a rising, static, or falling market, following a Strategies in the long/short equity sector primari- dynamic investment approach. ly involve investing in publicly traded instruments • Traditional asset management strategies gene- in developed and emerging countries. This is the rate returns which are more highly correlated to largest segment of the hedge fund industry, span- major market indices than alternative asset ning a wide range of strategies and markets. These management strategies. strategies reflect approaches which may be driven by any of the following factors: growth, value, mar- B. HEDGE FUND: THE BASIC CONCEPT ket timing or industry. Advisors may also invest The quintessential alternative asset management globally or specialize in regional markets. investment vehicle is the „hedge fund“, a concept that brings us back to the late 1940s, when a for- Investments can be long and/or short biased and mer journalist and academic named Alfred are usually at least partially hedged. Hedging can Winslow Jones started his A.W. Jones & Co. be accomplished through short sales and/or the Partnership. Compared to some of today’s more use of index options and futures and other deriva- complex structures, his was remarkably simple. He tive products. Leverage is often employed. took two investment tools and merged them into Macro strategies: global macro trading is an oppor- an investment system, and thereby aimed at redu- tunistic approach that takes advantage from shifts cing systematic risk. By using short sales (borro- in macro economic trends, based on expected rate wing a security and selling it in the hope of being of change such as interest rates, inflation, econo- 7
  • 7. mic cycles, etc. These managers trade all markets, appropriate ratio of the acquiring company’s all asset classes (stocks, bonds, currencies, com- underlying stock. modities etc.) and all instruments (cash, futures, Investments in distressed securities include the derivatives etc.) and use leverage. Returns in this purchase of debt or equity securities of firms in or strategy primarily depend on the trading and risk near bankruptcy. Distressed securities are often management skills of the particular investment inefficiently priced due to their illiquidity, the exis- manager. tence of forced sellers and the uncertainty created Arbitrage or relative value strategies: the underlying by the restructuring process. Opportunities are funds engage principally in arbitrage and absolute closely linked to the level of defaults and credit return investment strategies in the global equity spreads in the market. Investments include com- and corporate debt securities market. They use ins- panies involved in workouts, liquidations, reorga- truments such as convertible bonds, preferred nisations, recapitalisations and bankruptcies. securities, options, warrants and option-linked Special situations include investment opportuni- securities. Arbitrage is by definition taking advan- ties created by spin-offs, corporate reorganisations tage of mispricing between two related and corre- and restructuring. lated securities. These strategies offer attractive risk/reward characteristics which may provide Commodity Trading Advisors („CTAs“): commodity higher returns than a traditional fixed income trading advisors primarily focus on capital preser- securities investment. vation and high absolute returns through partici- pation in the futures, options and forward markets. Event-driven strategies: event driven investing The CTAs trade a diverse portfolio of futures involves the purchase or sale of securities of com- options and forward contracts including foreign cur- panies which are undergoing substantial changes. rencies, precious metals, the energy complex, stock Among other opportunities, the portfolio invests market indices, interest rate futures and agricultu- in securities of companies that are selling assets, ral commodities. leaving or entering new businesses, changing their capital structures or that are the subject of a CTAs use a part of their money as margin for their publicly announced acquisition, merger, tender trades and invest the rest in less volatile invest- offer, exchange offer, liquidation or other corpora- ments. A typical proportion of margin to equity te reorganization. ratio might lie in between 20% and 30%. The tra- ding systems will usually be technically based and In event driven investing, profits are generally rea- have stop loss limits for risk control. The strict lized from the difference between the purchase limits are necessary to operate safely with leverage. price of the security of the company undergoing a specified event and the value ultimately realized The very low correlation of CTAs to traditional upon completion of the event. Such profits relate investments and the positive performance in times to the ability of the investment manager to eva- of turbulence make CTAs an interesting part of a luate accurately the impact of an event and the hedge fund portfolio. probability of a particular event occurring. The directors of the Management Company intend Merger arbitrage seeks to capture the price spread to invest the assets of the various Sub-Funds in a between current market prices and the value of variety of alternative strategies including some or securities upon successful completion of a take- all of the above. The portfolio allocation of each over or merger transaction. In cash transactions Sub-Fund is described in the relevant Appendix to this spread can be straightforward compared to this Prospectus. the actual bid-price. In stock-for-stock transac- tions, the spread is calculated by shorting an 8 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 8. Investment Limitations of the Fund I. Restrictions applicable to investments in UCIs policy, principally invest in other UCIs; this restric- tion does not apply to shares or units of feeder A Sub-Fund may not invest, in principle, more than UCIs which in accordance with their investment 20% of its net assets in securities issued by the policy, invest all their net assets in one master UCI same UCI. For the purpose of this 20% limit, each provided that the master UCI does not principally compartment of a UCI with multiple compart- invest in other UCIs. ments is to be considered as a distinct UCI on the condition that the principle of segregation of the II. Restrictions applicable to other investments commitments of the different compartments 1. Each Sub-Fund will not be entitled to: against third parties is assured. i) invest more than 10% of its gross assets in Each Sub-Fund may hold more than 50% of the transferable securities which are not listed on a units of a UCI on the condition that if the UCI is an stock exchange or not negotiated on another regu- umbrella UCI, the investment by the Sub-Fund in lated market, which operates regularly, is recogni- the legal entity constituting the UCI is less than sed and open to the public; 50% of the net assets of the Sub Fund. ii) acquire more than 10% of securities of the same nature issued by the same issuer; These restrictions are not applicable to the acquisi- tion of units of open-ended UCI that are subject to iii) invest more than 20% of its gross assets in risk diversification requirements similar to those securities issued by the same issuer. applicable to Luxembourg Part II UCIs and if these The restrictions set out in (i) to (iii) above are not UCIs are subject in their country of origin to perma- applicable to securities issued or guaranteed by an nent supervision performed by a supervisory autho- OECD Member State or its local authorities or by rity set up by law to ensure the protection of inves- other supranational organisations. tors. This may not result in an excessive concentration of investments by the Sub-Fund in The restrictions set out in (i) to (iii) are not appli- one UCI, it being understood that for the purposes of cable to securities issued by UCIs. this limit each sub fund of an umbrella UCI is consi- The restriction set out in (i) does not apply to dered as a distinct UCI on the condition that the securities for which a listing has been requested principle of segregation of the commitments of the and is obtained within one year, in which case different sub funds against third parties is assured. they are considered as listed securities. A Sub-Fund may not invest less than 80% of its The restriction set out in (i) does not apply either net assets in UCIs which are open-ended UCIs to money market instruments issued by first class (whereby the term “open-ended” shall mean that issuers which are either traded regularly, or which redemptions of the shares or units in such UCIs are have a residual maturity of less than 12 months, allowed at least on a quarterly basis) or closed- provided that the average residual maturity of all ended UCIs (listed on an official exchange, or dealt money market instruments which are not traded in on another recognised market which is regu- regularly does not exceed 120 days. lated, operating regularly and open to the public), provided that at least 50% of its net assets are at 2. A Sub-Fund may not invest without prejudice to any time invested in open-ended UCIs. the application of the provisions set out above: The Management Company must ensure that the i) borrow or otherwise use leverage exceeding 25% portfolios of the UCIs have sufficient liquidity to of its net assets, provided that no more than 15% allow it to fulfil the Fund's repurchase obligations. of its net assets may be used for investment pur- A Sub-Fund may not acquire shares or units of poses. The remaining portion of 10% of its net UCIs which, in accordance with their investment assets may solely be used to bridge short term lia- 9
  • 9. bilities, including for the satisfaction of redemp- In case a Sub-Fund invests directly in fixed income tion requests, securities, the Fund may, exclusively to provide pro- tection against interest rate risks, enter into inter- ii) grant loans to any Unitholder, ests rates futures sales contracts or purchase put iii) carry out short sales of securities, provided options on interest rates or enter into interest rate however that the UCIs, in which the Fund shall swaps for amounts not exceeding the corresponding invest, may carry out such short sales; risk of fluctuation of the corresponding portion of its iv) invest in physical commodities or other physi- portfolio. Such contracts or options must be deno- cal assets (such as art, antiques, etc.) provided minated in the currencies in which the assets of the that the individual UCIs may, under exceptional Sub-Fund are denominated, or, when circumstances circumstances, be compelled to acquire physical so warrant, in currencies which are likely to fluctua- commodities positions for a limited period of time. te in a similar manner, and they must be listed on an exchange or dealt on a regulated market, provided III. Use of techniques and instruments however that interest rate swap transactions may be Within the limits set forth below the Fund may entered into private agreement with highly rated employ the following techniques and instruments financial institutions; intended to provide protection exclusively against The Fund may not place the assets of a Sub-Fund exchange risks: in „Managed Accounts“, neither directly, nor indi- i) it may sell calls and/or futures contracts on cur- rectly through a subsidiary of the Fund. rencies, buy puts on currencies, or enter into other The Management Company may from time to time financial instruments, provided such calls, puts, impose further investment restrictions as shall be futures or other financial instruments are traded compatible with or in the interests of the on a recognized exchange or regulated market, Unitholders, in order to comply with the laws and which operates regularly and is open to the public; regulations of the countries where the Units of the ii) further, the Fund may enter into currency for- Fund are distributed. ward contracts or currency swaps on the OTC mar- The restrictions set forth above shall only be applic- ket with highly rated financial institutions. able at the time where the relevant investment is The amounts of all pending transactions shall not made. If the restrictions are exceeded as a result of exceed the market exposure of the relevant assets any events other than the making of investments, of the Sub-Fund concerned denominated in the the situation shall be remedied taking due account currency to be hedged. of the interest of the Unitholders. Risk Factors A) GENERAL RISKS potential exposure to loss resulting from counter- Prospective investors should be aware that an party defaults. There can be no assurance that a investment in the Fund involves a high degree of Sub-Fund’s investment program will be successful or risk, including the risk of loss of the entire amount that the investment objective of a Sub-Fund will be invested. achieved. Units in the Fund may fluctuate in price and value, and the value of the Units may decline Submanagers may invest in and actively trade ins- below the amount originally invested. truments with significant risk characteristics, includ- ing risks arising from the volatility of securities, Despite a strict due diligence procedure used to financial futures, derivatives, currency and interest select and monitor the individual funds in which the rate markets, the leveraged factors associated with assets of the Fund are invested, there can be no assu- trading in such markets and instruments, and the rance that the past performance information will be 10 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 10. indicative of how such investments will perform However, this risk is mitigated in this fund of fund (either in terms of profitability or correlation) in the structure by the fact that the shareholders have an future. Upon a redemption of Units or the liquida- exposure to a large number, and therefore diversi- tion of the Fund, investors may receive less than the fed portfolio, of hedge funds. amount invested. Certain UCIs may not be audited by a reputable firm The Fund intends to invest in UCIs which pursue an of auditors or may be subject to less stringent stan- alternative investment policy. These UCIs will dards regarding accounting or auditing, meaning generally fall in the category commonly know as that the reported value of such investments may „hedge funds” or „alternative investments”. Some deviate from that which would be reported in coun- investments may also be made in UCIs which trade tries with more stringent standards. However, in in commodities futures and options, currencies order to minimise these risks, a due diligence proce- and currency contracts or financial instruments. dure has been put in place setting out various crite- Thus, such UCIs use specific investment and tra- ria for the selection of UCIs (see below „Due ding techniques such as investments in options, Diligence Process“). use of futures or short sales of securities. The Fund will seek to achieve risk diversification by selecting C) ILLIQUIDITY OF THE UCIS UCIs managed by different Submanagers with dif- Although the Investment Manager will seek to ferent investment styles or investing in different select UCIs which offer the opportunity to have areas. But it may not be excluded that the UCIs their shares or units redeemed within a reasonable lose their entire value. time frame, there is no assurance that the liquidi- ty of the investments of such UCIs will always be B) LACK OF SUPERVISION sufficient to meet redemption requests as, and The Fund is permitted to invest in UCIs established when made. Any lack of liquidity may affect the in jurisdictions where no or less supervision is exer- liquidity of the Units of the Fund and the value of cised on such UCIs by regulators. Although the Fund its investments. will ensure that in any such event other safeguards For such reasons the treatment of redemption are provided for the protection of the interest of the requests may be postponed in exceptional circum- shareholders of such UCIs, such protection may be stances including if a lack of liquidity may result in less efficient as if a supervision by a regulator was difficulties to determine the Net Asset Value of the exercised. Further the efficiency of any supervision Units of the Fund and consequently a suspension or of other safeguards may be affected by a lack of of issues and redemptions. precision of investment and risk diversification guide- lines applicable to, and the flexibility of the invest- D) INCENTIVE FEE ment policies pursued by, such UCIs. A portion of the fees of the Management Company In addition, the funds in which the UCIs may be is based on the Fund’s performance. In addition, due investing may invest in and actively trade instru- to the specialist nature of the UCIs in which the ments with significant risk characteristics, inclu- Fund invests, many, if not most of such UCIs, may ding risks arising fron the volatility of securities, pay performance fees. Under these arrangements financial futures, derivatives, currency and interest the Management Company and the Submanagers rate markets, the leverage factors associaed with will benefit from the appreciation, including any trading in such markets and instruments, and the unrealized appreciation, if the value of the assets potential exposure to loss resulting from counter- under their management increases, but they may party defaults. The shareholders will bear the risks not similarly be penalized for realized losses or resulting from their exposure to alternative invest- decreases in the value of such assets. Further, ments in a similar manner as if they had invested because several, if not all Submanagers may be paid directly in the underlying UCIs of hedge funds. in performance fees, it is possible that in a given 11
  • 11. year such fees will be paid whereas the total Net portion of the UCI’s assets committed to such Asset Value per Unit of the Fund decreases. activities to unlimited risk due the lack of an upper limit on the price to which a security may arise. E) FEE STRUCTURE However, to the extent that the Fund participates The Fund incurs the costs of its management and in short selling activities through a UCI, the Fund’s of the fees paid to the Management Company and losses will be limited to the amount invested in the Custodian Bank and the Transfer, Registrar and the particular UCI. Paying Agent as well as a pro rata portion of the fees paid by the UCIs in which the Fund invests to H) ABSENCE OF CUSTODIAN BANKS their Submanager or other service providers. As a Some of the UCIs in which the assets of the Fund result the operating expenses of the Fund may are allocated have a broker as a custodian instead constitute a higher percentage of the Net Asset of a bank. In certain cases these brokers may not Value than could be found in other investment have the same credit rating as a bank. In addition, schemes. Further, some of the strategies employed contrary to custodian banks in regulated environ- at the level of the UCIs require frequent changes in ments, these brokers will perform only safekeeping trading positions and a consequent portfolio turn- functions with no statutory supervisory obliga- over. This may involve brokerage commission tions. expenses to exceed significantly those of other investment schemes of comparable size. I) CONFLICTS OF INTERESTS Conflicts of interests may arise between the Fund Potential investors should be aware that the fees and the persons or entities involved in the mana- payable to the Management Company are in addi- gement of the Fund and/or the Submanagers of the tion to the fees paid by the investee UCIs to the UCIs in which the Fund invests. The Sub-managers Submanager and fees paid at the level of the funds normally manage assets of other clients that make in which some UCIs may invest and that, there investments similar to those made on behalf of the may be a duplication of fees. undertakings in which the Fund invests. Such clients However, in any event, there will be no duplication could thus compete for the same trades or invest- of fees, should the Fund invest in UCIs managed by ments and whilst available investments or opportu- BANCA FIDEURAM S.p.A. and its affiliates. Accord- nities for each client are generally allocated in a ingly, the Fund shall not incur any fee or expense manner to be believed equitable to each, some of payable to such UCIs. those allocation procedures may adversely affect the price paid or received for investments or the size F) LEVERAGE of positions obtained or disposed. Certain UCIs in which the Fund invests operate Generally there may be conflicts of interests be- with a substantial degree of leverage and are not tween the best interests of the Fund and an inter- limited in the extent to which they either may est of the Investment Manager and the Directors borrow or engage in margin transactions. The posi- of the Management Company to generate fees, tions maintained by such UCIs may in aggregate commissions and other revenues. In the event that value be in excess of the Net Asset Value of the such a conflict of interests arises, the Directors of Fund. This leverage presents the potential for a rate the Management Company will endeavour to of total return but also increases the volatility of ensure that it is resolved in a fair manner. the Fund, including the risk of a total loss of the amount invested. Furthermore, some Submanagers have an equity stake in their own fund. Conflicts of interest can G) SHORT SALES therefore not be ruled out at the level of the UCIs. The UCIs in which the Fund invests may engage in short selling of securities which may expose the 12 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 12. J) NATURE OF THE INVESTMENTS IN THE FUND K) UMBRELLA STRUCTURE Although the Investment Manager seeks to moni- Some of the UCIs in which the Fund invest may tor investments and trading activities of the UCIs to have an umbrella structure. Any sub-funds of such which the Fund has allocated assets, investment a UCI may be liable to debts of other sub-funds on decisions are normally made independently at the its assets depending on its own regulations and level of such UCI and it is possible that some applicable laws of its jurisdiction. Submanagers will take positions in the same secu- rity or in issues of the same industry or country or in L) MARKET-RELATED RISKS the same currency or commodity at the same time. The success of any investment activity is affected by Consequently, the possibility also exists that one general economic conditions, which may affect the UCI purchases an instrument at about the same level and volatility of interest rates and the liquidity time when another UCI decides to sell it. There is no of the markets for both equities and interest-rate- guarantee that the selection of the Submanagers sensitive securities. Certain market conditions, inclu- will actually result in a diversification of investment ding unexpected volatility or illiquidity in the market styles and that the positions taken by the underlying in which the Fund directly or indirectly holds posi- UCIs will always be consistent. tions, could impair the Fund’s ability to achieve its objectives and/or cause it to incur losses. The assets of the Fund may also be allocated to UCIs whose primary investment strategies include specu- The success of a significant portion of each Sub- lative trading of commodities futures and/or finan- Fund’s investment program will depend, to a great cial futures contracts and currencies. Commodity extent, upon correctly assessing the future course of and currency futures prices can be highly volatile the price movements of stocks, bonds, financial ins- because of the low margin requirements in futures truments and foreign currencies. There can be no trading. An extremely high degree of leverage is typi- insurance that the Investment Manager, the Sub- cal for futures trading accounts. As a result, a relati- Investment Manager or any Submanager will be vely small price movement in a futures contract may able to predict accurately these price movements. result in substantial losses or gains to the investor. Portions of the Fund’s assets may be held or traded Similarly some of the UCIs may have the majority of in non-EUR currencies and may therefore be sub- their assets invested in options and other geared ins- ject to risks associated with investments in such truments, where a relatively small price movement currencies. In general, foreign exchange rates can be in the underlying security or commodity may result extremely volatile. Currency prices may be influen- in substantial losses or profits. ced by, among other factors: changing supply and There are only very limited constraints on the demand for a particular currency; trade, fiscal and investment strategies and techniques that can be monetary policies of governments(including exchan- employed by the Submanagers. ge control programs, restrictions on local exchanges or markets and limitations on foreign investment in As a result of its diversified investments, the Fund a country or on investment by residents of a coun- may incur other risks, including currency exchange try in other currencies); political events; changes in risks in respect of assets held in other currencies, balance of payments and trade; EU and non-EU rates tax risks in respect of assets invested in other juris- of inflation; international interest rates; internatio- dictions, political risks relating to political, social nal trade restrictions; and currency devaluations and and economic factors which may affect the assets revaluations. In addition, governments from time to of the UCIs in which the Fund invests, which are time intervene, directly and by regulation, in the held in countries which may be subject to econo- currency markets to influence prices directly. mic difficulties, political or social unrest. Variance in the degree of volatility of the market from the Fund’s expectations may produce signifi- cant losses to the Fund. 13
  • 13. Despite the heavy volume of trading in securities ACCORDINGLY, INVESTMENT IN THE UNITS OF and other financial instruments, the markets for THE FUND IS ONLY APPROPRIATE FOR INVES- some securities and instruments have limited TORS WHO ARE WILLING TO ACCEPT THE RISKS liquidity and depth. This limited liquidity and lack AND REWARDS STEMMING FROM SUCH AN of depth could be a disadvantage to the Sub-Funds APPROACH. and UCIs, both in the realisation of the prices The foregoing list of risk factors does not purport which are quoted and in the execution of orders at to be a complete explanation of the risks involved. desired prices. Prospective investors should read the entire Each securities exchange or commodities contract Prospectus and fully evaluate all other information market typically has the right to suspend or limit that they deem to be necessary for determining to trading in all securities or commodities which it invest in the Fund. Prospective investors should lists. Such a suspension would render it impossible ensure that they fully understand the content of for the Sub-Funds and/or their UCIs, to liquidate this Prospectus. positions and, accordingly, expose the Fund to losses and delays in its ability to redeem Units. Due Diligence Process The due diligence process is based on three stages: patterns, transparency, risk management and the managers ability to absorb an increase in assets • Submanager Selection under management without experiencing a nega- • Portfolio Construction tive impact on returns. The Sub-Investment Manager also examines the organizational infra- • Supervision and Risk Management structure, including the quality of the investment professionals and staff, internal controls, and any Manager Selection potential conflicts of interest. Quantitative tech- In a first step, the Sub-Investment Manager screens niques are also used to evaluate funds. Risk and the vast universe of available funds and Submana- return characteristics are evaluated on a stand- gers, applying a variety of quantitative and quali- alone basis as well as compared to a universe of tative criteria to produce a list of funds which market indices and to the fund’s peer group. might be interesting for investments. In a second Furthermore the Sub-Investment Manager consi- step, a list of funds which are approved for invest- ders the appropriateness of a Submanager’s stra- ments (the „Investment List“) is established. tegy in the context of the Fund’s overall portfolio. Allocations to the different portfolios are made based on the risk-reward parameter of these indi- Portfolio Construction vidual investments. The Sub-Investment Manager believes that diver- In order to be eligible for the Investment List, a sification is critical to success, both as a means of fund undergoes a formalized, rigorous manager controlling risk, as well as a method for expanding due diligence process including the analysis of profit opportunities. The portfolio is assembled extensive preliminary manager questionnaires, with quantitative support. The Sub-Investment study of contractual matters and one or – in most Manager seeks to achieve optimal correlation of cases – several on-site visits. Criteria factored into the various hedge fund styles as well as optimal the Submanager selection process include portfo- correlation of each individual Submanager within lio management experience, strategy, style and different investment styles. In addition, the stabi- decision making process, historical risk and return lity of correlation over time is carefully analyzed 14 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 14. and stress tests for the portfolio are run under • Constancy of strategy style; various market scenarios. • Qualitative aspects like quality of operations, Expected returns for any given fund or strategy are personnel and risk management. determined through historical return analysis and Deterioration of these criteria will lead to the the Sub-Investment Manager’s macro view on removal of a fund from the Investment List and – trends in financial markets. As these views can consequently – to redemption of shares held in the change, it is expected that the Fund’s capital will fund. be reallocated from time to time. The Fund’s investment program is speculative and Supervision and Risk Management As described entails substantial risk. There can be no assurance above, the Sub-Investment Manager mitigates risk that the investment objectives of the Fund, includ- by investing in a diversified portfolio of funds. ing its risk monitoring and diversification goals, Through the application of quantitative methods will be achieved, and results may vary substantial- this portfolio is optimized to obtain an optimal ly over time. Submanagers may consider it appro- risk/return pattern. Permanent monitoring and priate, subject to applicable regulations, to utilize analyzing of correlation and risk characteristics forward and futures contracts, options, swaps, allow for quick portfolio adjustments if necessary. other derivative instruments, short sales, margin Each Submanager is constantly monitored accord- and leverage in their investment programs. Such ing to the following criteria: investment techniques can substantially increase the adverse impacts to which the Fund’s invest- • Performance compared to his peer group; ments may be subject. • Constancy of correlation with other funds in the portfolio; The Offering A. The Net Asset Value Fund shall be allocated to all the Sub-Funds pro rata The Net Asset Value of the Units of each Sub-Fund to the respective Net Asset Value of the Sub-Funds. is determined in its reference currency. It shall be The proportion of the total net assets attributable to determined by the Management Company on each each Sub-Fund shall be reduced as applicable by the Calculation Day, by dividing the net assets attri- amount of any distribution to Unitholders, if any, butable to each Sub-Fund by the number of Units and by any expenses paid. of such Sub-Fund then outstanding. The net assets Administrators of UCIs held by the Fund shall com- of each Sub-Fund are made up of the value of the municate monthly to the Management Company assets attributable to such Sub-Fund less the total the Net Asset Value of the relevant UCIs regardless liabilities attributable to such Sub-Fund as of the whether they allow or not redemption of their units Valuation Day of the month preceding the relevant or shares. The Net Asset Value so received may be Calculation Day. adjusted if, in the reasonable opinion of the The assets and liabilities of the Fund shall be allo- Management Company, such value does not reflect cated in such a manner so that the issue price recei- the reasonable value of the UCIs. ved upon issue of Units connected with a specific In determining the value of the assets of each Sub- Sub-Fund shall be attributed to that Sub-Fund. All Fund, each share or unit in an open end UCI will be assets and liabilities of the Sub-Fund as well as inco- valued at the last available Net Asset Value whether me and expenses which are related to a specific Sub- estimated or final which is computed for such unit or Fund shall be attributed to that Sub-Fund. Assets or shares on the relevant Valuation Day, failing which, it liabilities which cannot be attributed to any Sub- 15
  • 15. shall be the last Net Asset Value computed prior to Money market instruments and cash will be valued the Valuation Day taken into account to calculate the at face value to which shall be added interest Net Asset Value of the Units in the Sub-Fund. accrued. In respect of shares or units held by the Fund, for B. Issue of Units which issues and redemptions are restricted and a Units shall be subscribed during the initial sub- secondary market trading is effected between dea- scription period at a price such as determined by lers who, as main market makers, offer prices in the Management Company. response to market conditions, the Management Company may decide to value such shares or units After the initial offering period, the Units are offe- in line with the prices so established. red for sale on each Valuation Day except in case of suspension of the Net Asset Value determina- If events have occurred which may have resulted in tion as under section d) hereinafter. a material change of the Net Asset Value of such shares or units in other UCI since the day on which The Management Company may at any time deci- the latest Net Asset Value was calculated, the de not to issue any further Units in a Sub-Fund, value of such shares or units may be adjusted in either definitively or temporarily. order to reflect, in the reasonable opinion of the Units are issued at the Net Asset Value per Unit Management Company, such change of value. prevailing on the relevant Valuation Day as calcu- Securities held by the Fund (including shares or lated on each Calculation Day, without any sub- units in closed-end UCIs) which are quoted or scription fee. dealt in on a stock exchange will be valued at its If a subscription application is to be carried out on latest available publicised stock exchange closing the Net Asset Value per Unit prevailing on a price and where appropriate the middle market Valuation Day, the application must be received by price on the stock exchange which is normally the the Management Company or the Transfer, Registrar principal market for such security and each securi- and Paying Agent by 5.00 p.m. Luxembourg time at ty dealt in on any other organised market will be least ten Business Days before the relevant Valuation valued in a manner as near as possible to that for Day. Any application received after such time is quoted securities. considered for the immediately following Valuation The value of a non EUR denominated security is Day. The allotment of Units is conditional upon determined in its national currency and converted receipt by the Custodian Bank of cleared monies no into its EUR equivalent at the foreign exchange rate later than ten Business Days before the relevant in effect on the relevant Valuation Day. Valuation Day. If timely settlement is not made an application may lapse or be cancelled. Payment for The value of securities not quoted or dealt in on a Units shall be made in the Sub-Fund’s currency; stock exchange or another organised market and of other currencies may be accepted but will be conver- securities which are so quoted or dealt in but in res- ted in the Sub-Fund’s currency at the Unitholder’s pect of which no price quotation is available or the costs. price quoted is not representative of the securities’ fair market value, shall be determined prudently and Units are issued under the form of registered in good faith on the basis of their reasonably fore- Units, as non-certificated Units. Ownership of seeable sales prices. All other assets will be valued at Units is evidenced by an entry in the register of their respective fair values as determined in good the Units. Instead of certificates, Unitholders will faith by the Management Company in accordance receive written confirmations of Unitholding. with generally accepted valuation principles and Units may be issued in fractions up to three deci- procedures. mals. Rights attached to fractions of Units are exer- cised in proportion to the fraction of a Unit held. 16 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 16. Fractions of Units will participate in the liquida- interests of the Sub-Fund. On the next Valuation Day tion proceeds. following such period, redemption requests so defer- red will be given priority over requests subsequent- The Units are freely transferable and, upon issue, ly received. The Net Asset Value at which any such are entitled to participate equally in the profits of deferred redemptions are effected shall be the Net the Fund. All Units must be fully paid. Asset Value per Unit prevailing on the Valuation Day Any transfer of Units shall be established by an on which such requests are met. entry in the register of the Units. D. Suspension of the Valuation of the Net Minimum initial and subsequent investments for Assets of the Fund each Sub-Fund are detailed in the relevant The Management Company may temporarily sus- Appendix to this Prospectus. pend the calculation of the Net Asset Value for one or more Sub-Funds when: C. Redemption of Units The Units are redeemable on each Valuation Day a) any period when any of the principal markets or except in case of suspension of the Net Asset Value stock exchanges on which a substantial portion of determination as under section d) hereinafter. the investments of the Fund from time to time are quoted is closed otherwise then for ordinary holi- Units are redeemable at the Net Asset Value per days, or during which dealings therein are restric- Unit prevailing on the relevant Valuation Day as ted or suspended; calculated on each Calculation Day without any redemption fee. b) any period when the Net Asset Value of one or more UCI, in which the Fund will have invested and If a redemption application is to be executed at the the units or the shares of which constitute a signi- Net Asset Value per Unit prevailing on a Valuation ficant part of the assets of the Fund, cannot be Day, the application must be received by the determined accurately so as to reflect their fair Management Company or the Transfer, Registrar and market value as at the Calculation Day; Paying Agent by 5.00 p.m. Luxembourg time at least ninety-five days before the relevant Valuation Day. c) the existence of any state of affairs which Any application received after such time is conside- constitutes an emergency as a result of which dis- red for the next following Valuation Day. posal or valuation of assets owned by the Fund would be impracticable; Proceeds of redemption will normally be paid by cheque or bank transfer at the choice of the d) any breakdown in the means of communication Unitholder in the currency of reference of the rele- normally employed in determining the price of any vant Sub-Fund.The proceeds will be remitted within of the investments or the current prices on any thirty days following the relevant Valuation Day, and market or stock exchange; or in any case before the next following Valuation Day. e) any period when the Fund is unable to repatria- Units redeemed by the Management Company te funds for the purpose of making payments on shall be cancelled. the redemption of Units or during which any transfer of funds involved in the realisation or The redemption of Units of any Sub-Fund may be acquisition of investments or payments due on temporarily suspended by the Management Com- redemption of Units cannot be effected at normal pany upon certain conditions described hereinafter. rates of exchange. In addition, in case of massive redemption requests on any Valuation Day, the Management Company The issue and redemption of Units in the Sub- may decide that part or all of such requests for Fund(s) concerned will also be suspended during redemption will be deferred for such period as the any such period where the Net Asset Value is not Management Company considers to be in the best determined. 17
  • 17. Any such suspension shall be publicised in the United States Person or to any person in any coun- Luxemburger Wort if in the opinion of the Manage- try or any other jurisdiction where action or ment Company it is likely to exceed 10 days and approval for that purpose is required, or shall shall be notified to investors requesting issue or directly or indirectly result in an offer or sale of redemption of Units by the Fund at the time of the any Units, or in the distribution or publication of filing of the relevant application. any prospectus or other offering material in any country or other jurisdiction, except in conformity E. Restriction on Ownership of Units with the laws and regulations relating to the pla- The Management Company is permitted by the cement of securities in the jurisdiction where so Management Regulations to discontinue tempora- made. rily, cease definitively or limit the issuance of Units Financial servicing for the Fund is provided by the at any time to persons or corporate entities resi- Transfer, Registrar and Paying Agent in Luxembourg dent or established in certain countries and terri- in compliance with the laws and regulations regard- tories. The Management Company may exclude cer- ing the fight against money laundering. tain persons or corporate entities from the acquisi- tion of Units, if such action is necessary for the pro- As a result, the identity of Unitholders (a certified tection of the Unitholders and of the Fund, as a copy of the passport or the identification card) whole. In this connection, the Management and/or the status of financial intermediaries (a Company may (a) reject in its discretion any sub- recent original extract of the trade register and, scription for Units; and (b) redeem at any time the where applicable or if requested, a certified copy Units held by Unitholders who are excluded from or of the business authorization delivered by the limited as to purchasing or holding Units. competent local authorities) shall be disclosed to the Transfer, Registrar and Paying Agent. The Management Regulations prohibit the Management Company, the Custodian Bank or any Such information shall be collected for complian- other person (including any individual, corpora- ce reasons only and shall be covered by professio- tion, partnership, association or other entity) offer- nal secrecy incumbent to the Transfer, Registrar ing or selling any Units to any other person for and Paying Agent and its appointed agents in reoffering or resale, directly or indirectly to any Luxembourg and banking secrecy. Distribution Policy There shall be no distribution and the net proceeds of each individual Sub-Fund shall be reinvested. The Management Company FIDEURAM GESTIONS S.A. was established in The articles of incorporation of the Management Luxembourg on October 1, 1999 as a joint stock Company were published in the Mémorial, on company under Luxembourg law for an undeter- December 13, 1999. They were amended several mined period of time. FIDEURAM GESTIONS S.A. has times and for the last time on November 7, 2005 absorbed FIDEURAM MULTIMANAGER FUND and such amendments were published in the MANAGEMENT COMPANY S.A. with effect on Mémorial of December 1, 2005. January 1, 2002. FIDEURAM GESTIONS S.A. quali- The Management Company is registered on the fies as a management company under Chapter 13 of Luxembourg Commercial Register under No. B 71883. the 2002 Law. 18 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 18. The objective of the Management Company is the Management Company’s objectives. In particular, creation and the management of Luxembourg col- it is responsible for the management of the Fund’s lective investment funds as well as the marketing assets and it has full power to act on behalf of the of such collective investment funds under mana- Management Company. gement, the administration of its own assets being The Management Company has its registered offi- only an ancillary activity. The Management ce at 13, Avenue de la Porte Neuve, L-1015 Company will also provide for administrative ser- Luxembourg. Its fully paid-in capital resources vices to undertakings for collective investment. amount to EURO 10,000,000 and its majority sha- The Management Company acts also as manage- reholder is BANCA FIDEURAM S.p.A. ment company for other Luxembourg under- The auditor for the Management Company is Ernst takings, including Fideuram Fund. & Young S.A., Munsbach, Luxembourg. The Management Company will ensure the central The Management Company will receive a fixed administration of the Fund except the transfer, management fee (the „Management Fee“) equal to registrar and payment agency services which will such annual rate of the Net Asset Value of each be carried out by Fideuram Bank (Luxembourg) Sub-Fund as detailed in the relevant Appendix to S.A. as Transfer, Registrar and Paying Agent. this Prospectus, computed as of each Calculation The Management Company shall keep the ac- Day and paid quarterly. counts of the Fund, calculate the Net Asset Value An annual performance fee (the „Performance of the Units of each Sub-Fund and carry out other Fee“) will accrue monthly and will be due from the usual administrative services, such as in particular Sub-Funds’ assets to the Management Company as the drafting and sending of the periodic financial of the end of each fiscal year. reports of the Fund to the Unitholders and any other document relating to the Fund which are at The Performance Fee is an amount equal to 15% their disposal. The Management Company may of the excess of the Net Asset Value of the Fund also assist in the preparation and the filing of the over the high water mark („HWM“) accrued by the financial reports with the competent authorities. hurdle rate („HR“). Finally, the Management Company shall keep the The HR is the 12 month Euribor (act/360) as applic- books and accounting documents, balance sheets able on first business day of each fiscal year that and loss and profit accounts of the Fund available Performance Fee is calculated. The HR remains for inspection by the Unitholders. fixed during this calculation period. As from October 2, 2006, and following a change The HWM is defined as the highest Net Asset Value in the Fund’s cost structure, the Management among the NAV computed at the end of each pre- Company will receive a Central Administration fee vious fiscal years since the inception date. At the described under „CHARGES OF THE FUND“. The inception date the HWM is equal to the Fund’s payment of such fee will not trigger any increase inception Net Asset Value. in the amount of charges globally due by the Fund. The Management Company may amend the The Board of Directors of the Management Com- Management Regulations in the interest of the pany undertakes all actions necessary to meet the Unitholders and with the consent of the Custodian Bank. 19
  • 19. The Investment Manager The Management Company has appointed FIDEU- active in the collective management of portfolios, RAM ASSET MANAGEMENT (IRELAND) LIMITED to especially for investment funds. act, under the Management Company’s control The Investment Manager had under management and responsibility, as investment manager for the assets in excess of EUR 36,000,000,000 on January Fund responsible for the asset allocation of the 1, 2005. Fund pursuant to the terms of an Investment Management Agreement dated January 16, 2006, The principles of the asset allocation process are as replaced with effect as of January 1, 2008, ente- described in the regulations adopted by the board red into for an unlimited duration. Each party may of directors of the Management Company. terminate this agreement by giving a three-month Besides, the results of the asset allocation process period notice. are incorporated in specific quarterly guidelines FIDEURAM ASSET MANAGEMENT (IRELAND) LIMI- which are issued in a binding form to the Invest- TED is an investment manager incorporated in ment Manager. Ireland on October 18, 2001. On incorporation, its In consideration for its services, the Investment share capital amounted to EUR 1,000,000 FIDEU- Manager shall be paid by the Management Com- RAM ASSET MANAGEMENT (IRELAND) LIMITED is pany out of its own fees. The Sub-Investment Manager The Investment Manager has appointed RMF later to RMF INVESTMENT MANAGEMENT in April INVESTMENT MANAGEMENT (the „Sub-Invest- 2003. Since May 2002, RMF INVESTMENT MANA- ment Manager“) to act, under the Investment GEMENT is owned by Man Group Plc. RMF INVEST- Manager’s control and responsibility, as sub- MENT MANAGEMENT currently has a staff of investment manager responsible for the asset allo- approximately 114 people specializing as a consul- cation of the Fund. The asset allocation process tant and adviser in non-traditional investment will be conducted in accordance with the Due strategies. Diligence Process described hereabove. Jaime Castan is the Head Of Hedge Fund Research The asset allocation process involves the selection for RMF Investment Management and a member of and monitoring of individual UCIs and RMF Management Committee, based in Pfäffikon, Submanagers by using a combination of a quanti- Switzerland. He has spent the last 7 years of his tative and qualitative due diligence. It is geared career directly involved in the alternative asset towards identifying exceptional investment talent, management industry. Reporting directly to the CIO, capable of achieving superior, risk adjusted, long- he is responsible for coordinating RMF’s due diligen- term performance on a consistent basis. ce efforts. Jaime joined RMF in August 2006, bringing 19 years of experience in financial markets, asset In consideration for its services, the SubInvestment allocation and hedge funds, across 3 continents Manager shall be paid by the Investment Manager (Europe, America and Asia). Prior to joining RMF, out of its own fees. Jaime was Managing Director and Global Head of RMF INVESTMENT MANAGEMENT is a company Risk Management at Vega Asset Management, where limited by shares under Swiss law and has its regis- he built and integrated the multi-strategy risk mana- tered office in Pfäffikon, Schwyz, Switzerland. It gement infrastructure of Vega and the Vega Plus was founded as RMF ASSET MANAGEMENT AG on single-manager platform between 2003 and 2006. December 19, 1994 and changed its name to RMF Previously, he had held several manager selection INVESTMENT PRODUCTS in January 2000 and and asset allocation positions in the alternative 20 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 20. investment areas of Banco Santander (now Optimal of RMF Investment Management. Prior to joining Investment Services) and Credit Suisse. Between RMF in 1997, he spent seven years with Salomon 1987 and 2000 Jaime held several proprietary tra- Brothers AG, most recently on the board of Salomon ding, market making and managerial roles with La Brothers Finanz, Zurich, responsible for trading. Mr Caixa, Sumitomo Bank, JP Morgan and Banco Item previously completed a number of assignments Santander. Jaime holds a BA in Business and in Frankfurt and London with the same company Marketing from ESIC in Madrid. having started his career with Swiss Bank Herbert Item is the Chief Investment Officer and Corporation (SBC) in 1987. Mr Item received his head of leveraged finance and convertible bonds for degree (lic. oec. HSG) in banking from the University RMF Investment Management, based in Pfäffikon, of St. Gallen, Switzerland. He is a CFA charterholder Switzerland. He is a member of the management and a member of the Swiss Society of Investment committee and the investment strategy committee Professionals (SSIP). The Independent Control Unit The Management Company has appointed KPMG the investment fund activity with KPMG Audit and Audit, Luxembourg, as the Independent Control more particularly for the alternative sector. Unit, for the regular control of the investment Yves COURTOIS decisions taken by the Investment Manager and Mr. Courtois obtained its business engineer degree the Sub-Investment. at the Solvay Business School (Belgium) and a KPMG Audit will control, at least on a monthly basis, Masters in Accounting at the Katholieke Universi- teit Leuven (Belgium). Mr. Courtois is a corporate a) the compliance of any investment made by the finance manager with close to 8 years of expe- Sub-Investment Manager under the control and rience with KPMG Audit. Its areas of expertise include responsibility of the Investment Manager with the financial risk management, alternative investment, Sub-Funds’ investment policy and investment res- corporate valuation, securitisation, M&A and due trictions as set forth in this Prospectus; diligence. b) the professional qualification of the Investment Manager and the Sub-Investment Manager; and Pierre GOES Mr. Goes is a graduate of the Solvay Business c) the Due Diligence Process as described on page School (Belgium) and the Vrije Universiteit 14 of this Prospectus. Brussels (Belgium). He is an active member of After each mission, a report drawn up by KPMG KPMG Audit investment funds practice. Mr. Goes Audit is addressed to the attention of Board of has a 8 years experience in audit, primarily in Directors of the Management Company and des- Luxembourg but also in Dublin and Brussels. His cribes the control procedures put in place by experience includes hedge funds, funds of hedge KPMG Audit in accordance with the terms of the funds, capital protected and SAS 70 assignments given mandate as well as the results thereof. at hedge funds administrators. The Independent Control Unit consists of the fol- KPMG Audit, represented jointly by Nathalie lowing members: Dogniez, Yves Courtois and Pierre Goes who are the three persons in charge of this mandate and Nathalie DOGNIEZ who have a significant experience in the control of Mrs. Dogniez is a partner with KPMG Audit and has hedge funds, will provide the Management been working in the audit of undertakings for col- Company with a report describing the control pro- lective investment since 1989. She is a qualified cedures put in place by KPMG Audit pursuant to auditor since 1994. Mrs. Dogniez is responsible for the terms of their mandate and the results thereof. 21
  • 21. The Custodian Bank - The Transfer, Registrar and Paying Agent FIDEURAM BANK (LUXEMBOURG) S.A. has been parable to those charged to the Custodian Bank’s appointed to act as the Custodian of the Fund’s unaffiliated institutional clients of a similar size, assets (the „Custodian Bank“) by the Management level of activity and mix of business. The Custodian Company in compliance with the Management Bank performs all operations concerning the daily Regulations and pursuant to an agreement made administration of the Fund’s assets. on December 31, 2001. This Agreement may be The Custodian Bank further carries out the instruc- amended by mutual consent of the parties. The tions of the Management Company and, complying Custodian Bank has been appointed for an unde- with the instructions of the Management Company, termined duration. The Custodian Bank’s remune- settles any transaction relating to purchase or dis- ration is described under „CHARGES OF THE posal of the Fund’s assets. FUND“. The Custodian Bank is entrusted moreover by the The Custodian Bank shall also carry out transfer, Management Company with the duty to settle the registrar and payment agency services for the Units securities purchased, to deliver the securities sold, of the Fund. In this capacity, the Custodian Bank to receive dividends and interest from securities shall keep the register of the Units and shall carry and to exercise subscription and attribution rights on the issue, redemption and conversion of the attached to these. Units of the Fund. The Custodian Bank shall be char- ged by the Management Company to deliver to the The Custodian Bank shall moreover: subscribers written confirmations of the entry in a) ensure that the sale, issue, redemption, conver- the register of the Units against payment of the sion, (if any), and cancellation of Units effected for corresponding Net Asset Value, and shall receive the account of the Fund or by the Management and deal with the redemption and conversion appli- Company are carried out in accordance with the cations. provisions of the law and the Management Cash and other assets constituting the assets of Regulations; the Fund shall be held by the Custodian Bank on b) carry out all instructions issued by the behalf of and for the exclusive interest of the Management Company, provided these are not in Unitholders. violation of the law or the Management Regu- The Custodian Bank may under its responsibility, lations; with the agreement of the Management Company, c) ensure that, in transactions involving the Fund’s entrust the safe-keeping of securities to other assets, the consideration is remitted to it within banks, to financial institutions or to securities the usual time limits; clearing houses such as Clearstream and Euroclear. This will, however, not affect the Custodian Bank’s d) ensure that the Fund’s income is applied in liability. accordance with the Management Regulations. The Custodian Bank may dispose of the Fund’s The Custodian Bank shall, in compliance with assets and make payments to third parties on Luxembourg law, be liable to the Management behalf of the Fund pursuant to instructions from Company and the Unitholders for any loss incurred the Management Company complying always with by them and resulting from its failure to execute or the Management Regulations and the 2002 Law. from its wrongful execution of its duties. The Custodian Bank shall not have any responsibility in To the extent the Fund borrows from the connection with the safekeeping of the assets of the Custodian Bank, it borrows at rates that are com- UCIs in which the Fund invests. Moreover, the 22 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 22. Custodian Bank shall not exercise any control on On incorporation, its capital amounted to EUR 20 the investment decisions taken by the UCIs in which million. the Fund invests. The Custodian Bank or the FIDEURAM BANK (LUXEMBOURG) S.A. has further Management Company may at any time, subject to been appointed as the Fund’s registrar and transfer advance notice of at least three months from one agent and paying agent (the „Transfer, Registrar party to the other, terminate the Custodian Bank’s and Paying Agent“) pursuant to the same agree- duties, it being understood that the Management ment with the Management Company. In such Company is under a duty to appoint a new capacity FIDEURAM BANK (LUXEMBOURG) S.A. Custodian Bank who shall assume the functions and furnishes registration and transfer agent services responsibilities defined by the 2002 Law and the and activities as a paying agent for the Units in the Management Regulations. Fund. The Transfer, Registrar and Paying Agent is Pending its replacement, which must take place further entrusted by the Management Company within two months from the time the notice shall with the duty to issue contract notes to investors. have elapsed, the Custodian Bank shall take all The Transfer,Registrar and Paying Agent is appoin- necessary steps for the safe-keeping of the inter- ted for an undetermined duration. The Transfer, est of the Unitholders. Registrar and Paying Agent or the Management Company may each terminate the Agreement sub- FIDEURAM BANK (LUXEMBOURG) S.A. was incor- ject to 90 days’ prior notice. The Transfer, Registrar porated on October 1, 1998 as a société anonyme. and Paying Agent’s remuneration is described under „CHARGES OF THE FUND“. Charges of the Fund The following costs are borne directly by the Fund: the Custodian Bank correspondent safekeeping charges. 1. The management fee and the performance fee paid to the Management Company and mentioned 6. All other expenses incurred in the Fund’s opera- under „THE MANAGEMENT COMPANY“. tions. 2. Standard brokerage and bank charges incurred 7. The annual 0.05% Luxembourg subscription tax, by the Fund’s transactions. as well as any applicable V.A.T. payable on the Fund related expenses, whether charged directly or 3. Any additional non-recurrent fees, including indirectly to the latter. legal advice, incurred for exceptional steps taken in the interests of the Unitholders (they may be The amount of the costs borne by the Fund shall amortized over 5 years period). be published in the annual and semi-annual reports of the Fund. 4. A Central Administration fee to the Mana- gement Company at the standard rates applied in The following costs are borne by the Management Luxembourg market, calculated monthly and paid Company out of its own assets: quarterly, based on the assets of the Fund at the end of the relevant month. 1. The Investment Manager’s fees. 5. The Custodian Bank and Transfer, Registrar and 2. The expenses of establishing the Fund and any Paying Agent fees corresponding to the usual rates Sub-Fund. charged by banks in Luxembourg, calculated 3. The distribution fees. monthly and paid quarterly, based on the net assets of the Fund during the relevant month and 23
  • 23. Charges shall be allocated to the relevant Sub- management fees, audit expenses and other asso- Fund for which they were incurred or otherwise ciated costs. prorated to each of them, based on objective cri- However, in any event, there will be no duplication teria determined by the Management Company. of fees, should the Fund invest in UCIs managed by All costs (including brokerage fees) of purchasing BANCA FIDEURAM S.p.A. or any of its affiliates. or selling assets of the Fund and any losses incur- Accordingly the Fund shall not incur any fee or red in connection therewith, are for the account of expense payable to such UCIs. the Fund in the relevant Sub-Fund. In the relations between the Unitholders and third It should be noted that the investment policy of parties (i.e., creditors), each Sub-Fund shall be obli- the Fund is to invest in UCIs and will result in a ged to the payment of its own debts, and the cre- duplication of certain costs that will be charged ditors are entitled to claim only on all the assets of both to the underlying UCI by its service providers, the particular Sub-Fund to which the debts are as well as to the Fund by the service providers of related. Each Sub-Fund is then treated as a separa- the Fund. Such costs will include, but are not limi- te entity with its own assets, liabilities and costs. ted to, formation expenses, custodian, domiciliary, Luxembourg Taxation Under present Luxembourg law there are no The Management Company will use its best efforts Luxembourg ordinary income, capital gains, estate to conduct its operations in a manner which will or inheritance taxes payable by the Fund or its preclude the Fund from being subject to tax in any Unitholders in respect of their Units in the Fund, jurisdiction other than Luxembourg. except by Unitholders who are domiciled in, or Income derived from the Fund’s investments in residents of, or have a permanent establishment in securities held in certain Sub-Funds may be subject the Grand-Duchy of Luxembourg and except by to withholding taxes withheld at source or in the certain former Luxembourg residents. The Fund is countries of the issuers of such securities and may subject to the taxes on Luxembourg collective not always be recoverable. investment undertakings at the rate of 0.05% per annum, based and payable upon the value of the Prospective purchasers of Units should consult net assets of the Fund on the last day of each their own tax advisors as to the taxes applicable to calendar quarter. The value of the assets represen- the acquisition, holding or disposition of Units ted by the units held in other Luxembourg under- under the laws of the countries of their respective takings for collective investment will be exempted citizenship, residence or domicile. from any subscription tax. Liquidation and Merger The Fund and the Sub-Funds shall be established The Fund may be liquidated at any time by mutual for an indefinite period. agreement of the Management Company and the Custodian Bank. Unitholders, their heirs and any other beneficiaries may not demand the dissolution or division of the Furthermore, liquidation shall take place if requi- Fund. red according to Article 66 of the 2002 Law (inso- far as it makes Article 22 applicable). Notice must 24 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 24. be given without delay by the Management shall be deposited with the Custodian Bank during a Company or the Custodian Bank in accordance with period of 6 (six) months; any remaining amount Article 15 of the Management Regulations. No after these 6 months will be deposited with the Units may be issued as soon as the event giving rise Caisse de Consignation in Luxembourg. to liquidation occurs. The Management Company In the event of special circumstances beyond its shall dispose of the Fund’s assets in the best inter- control, such as political, economic, military or other est of the Unitholders and the Custodian Bank shall emergencies, the Management Company may deci- distribute the net liquidation proceeds, after de to merge such Sub-Fund with another existing deduction of liquidation charges and expenses, to Sub-Fund or to contribute the assets and liabilities the Unitholders in proportion to their holdings, in of the Sub-Fund to another Luxembourg undertaking accordance with the directions of the Management for collective investment. Notice of such a merger or Company. Proceeds which cannot be distributed to contribution will be given at least one month prior the Unitholders at the close of liquidation shall be thereto to the investors. Such notice shall be notified deposited with the „Caisse de Consignation“ in to each Unitholder by mail. Each Unitholder concer- Luxembourg until expiry of the prescribed period. ned by the merger or the contribution shall be given In the event of special circumstances beyond its the possibility within a period of one month as of control, such as political, economic, military or other the date of notification to request the repurchase of emergencies the Management Company is also its Units free of charge. At the expiry of this one (1) empowered to liquidate any of the Sub-Funds. A month’s period any Unitholder which did not notice of such liquidation to the Unitholders shall be request the repurchase of its Units shall be bound by notified by mail to each Unitholder. The the decision relating to the merger or the contribu- Management Company shall redeem the Units of tion. the concerned Sub-Fund and reimburse the Unit- The Management Company does not consider to holders in proportion to their respective holdings. merge any Sub-Fund with another foreign invest- The liquidation proceeds which cannot be distri- ment fund. buted at the close of liquidation of the Sub-Fund Information to Unitholders The annual audited reports will be available to the issue price and redemption price may be obtai- Unitholders at the registered office of the ned on any Business Day at the registered office of Management Company within four months of the the Management Company. Any information relat- close of the financial year. The annual report shall ing to a suspension of the calculation of the Net include reports on the Fund in general and on the Asset Value as well as of the issue price and individual Sub-Funds. redemption price shall be published in newspapers in countries where the Units shall be offered or Unaudited semi-annual reports of the Sub-Funds sold. will also be made available in the same manner within two months of the end of the period to All notifications to Unitholders shall be published which they refer. in the Mémorial where required by law, as well as in one newspaper of general circulation. The Separate accounts are drawn up for each Sub- Management Company may also include publica- Fund. The total of the Sub-Funds represents the tions in other newspapers of countries where Units Fund’s assets. are offered or sold. Other information on the Fund or the Manage- ment Company, as well as on the Net Asset Value, 25
  • 25. Applicable Law and Jurisdiction; Governing Language The Management Regulations are governed by the may subject themselves and the Fund to the juris- laws of the Grand-Duchy of Luxembourg. diction of the courts of the countries in which the Units of the Fund are sold with respect to claims Any dispute arising between the Unitholders, the by investors resident in such countries. Management Company and the Custodian Bank will be submitted to the jurisdiction of the Tribunal English shall be the governing language of the d’Arrondissement de Luxembourg. However, the Prospectus and of the Management Regulations. Management Company and the Custodian Bank Documents available for Inspection The following documents are available for inspec- • the Sub-Investment Management Agreement tion at the registered offices of the Management between the FIDEURAM ASSET MANAGEMENT Company: (IRELAND) LIMITED and RMF INVESTMENT MANAGEMENT dated January 16, 2006. 1. The Management Regulations; • the Custodian and Service Agreement between 2. The Articles of Incorporation of the Manage- the Management Company and FIDEURAM BANK ment Company; (LUXEMBOURG) S.A. dated December 31, 2001; 3. The following agreements: The agreements referred to above may be amended • the Investment Management Agreement be- by mutual consent between the parties thereto. tween the Management Company and FIDEU- RAM ASSET MANAGEMENT (IRELAND) LIMITED dated January 16, 2006 as replaced with effect as of January 1, 2008; Information for investors in Switzerland (subject to local authority authorisation) a) Representative and Paying Agent The subscription and redemption prices for each FIDEURAM BANK (SUISSE) S.A., 14, Stockerstrasse Sub-Fund in addition to any possible fees will be CH-8022 Zurich, acts as representative for the published at least twice a month in the Corriere Fund and paying agent for the Units of each Sub- del Ticino. Fund in Switzerland. The Prospectus, the Manage- c) Place of performance and jurisdiction ment Regulations, the annual reports and the The place of performance and place of jurisdiction semi-annual reports are available free of charge at with respect to obligations and legal questions the registered office and the branch of FIDEURAM relating to the sale of the Units of the Sub-Funds BANK (SUISSE) S.A.. in and from Switzerland shall be Zurich. b) Publications d) Information about UCIs The publications of the Sub-Funds in Switzerland Investors may at any time ask FIDEURAM BANK will be made in the Swiss Commercial Gazette (SUISSE) S.A. for information about the different („Schweizerisches Handelsamtblatt“) and in the funds in which investments are made. Corriere del Ticino. 26 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 26. Management Company FIDEURAM GESTIONS S.A. 13, Avenue de la Porte Neuve L-1015 Luxembourg Board of Directors of the Franco TUTINO Management Company Professor University of Roma ”La Sapienza” Roma Chairman Tommaso CORCOS Chief Executive Officer FIDEURAM INVESTIMENTI SGR S.p.A. Roma Vice Chairman Riccardo SIMCIC General Manager FIDEURAM BANK (LUXEMBOURG) S.A. Luxembourg Director Claudio SOZZINI Chairman FIDEURAM INVESTIMENTI SGR S.p.A. Roma Director Alex SCHMITT Attorney-at-law Luxembourg Director Investment Manager FIDEURAM ASSET MANAGEMENT (IRELAND) LIMITED 25-28 North Wall Quay Dublin Sub-Investment Manager RMF Investment Management Etzelstrasse 27 CH-8808 Pfäffikon SZ Independent Control Unit KPMG Audit LUXEMBOURG 31, Allée Scheffer L-2520 Luxembourg Custodian Bank - The Transfer, FIDEURAM BANK (LUXEMBOURG) S.A. Registrar and Paying Agent 17A rue des Bains L-1210 Luxembourg 27
  • 27. Auditor of the Fund ERNST & YOUNG S.A. and of the Management Company 7, parc d’Activité Syrdall L-5365 MUNSBACH Legal Advisors BONN SCHMITT STEICHEN 44, rue de la Vallée L-2661 Luxembourg Representative of the Fund FIDEURAM BANK (SUISSE) S.A. and Paying Agent in Switzerland 14, Stockerstrasse CH-8022 Zurich 28 FIDEURAM MULTIMANAGER FUND - Prospectus
  • 28. MANAGEMENT REGULATIONS A mutual Fund under Luxembourg law April 2008 These Management Regulations of the Mutual joint property of all Unitholders who have equal Investment Fund („Fonds Commun de Placement“) rights in proportion to the number of Units they FIDEURAM MULTIMANAGER FUND and any future hold in the individual Sub-Funds. The Unitholders amendments thereto, occurring in accordance with of the same Sub-Fund are treated equally and have Article 14 below, shall govern the legal relationship the same rights. There is no meeting of the between: Unitholders. The subscription to or acquisition of Units in the Fund implies acceptance of these i) The Management Company FIDEURAM GES- Management Regulations by the Unitholders. TIONS S.A., a joint stock company with its registe- red office in Luxembourg, 13, Avenue de la Porte Each Sub-Fund shall be treated as a separate enti- Neuve (the „Management Company“); ty whose assets constitute the joint coproprietor- ship between its Unitholders. ii) the Custodian Bank FIDEURAM BANK (LUXEM- BOURG) S.A., a joint stock company with its regis- In the relations between the Unitholders and third tered office in Luxembourg, Rue des Bains, 17A parties (i.e. creditors), each Sub-Fund shall be obli- (the „Custodian Bank“) and ged to the payment of its own debts and the cre- ditors are entitled to claim only on all the assets of i i i ) the subscribers and holders of Units (the the particular Sub-Fund to which the debts are „Unitholders“) who shall accept these Manage- related. ment Regulations by the acquisition of such Units. The Management Company may decide at any Article 1. time to create new Sub-Funds corresponding to THE FUND different portfolio of assets and to dissolve exist- ing ones to any time. FIDEURAM MULTIMANAGER FUND (hereinafter the „Fund“) is an open-ended mutual investment Article 2. fund under the laws of the Grand-Duchy of THE MANAGEMENT COMPANY Luxembourg governed by Part II of the law of December 20, 2002 relating to undertakings for The Fund shall be managed on behalf of the collective investment (the „Law“) as its invest- Unitholders by the Management Company, which ment objectives and policies allow the Fund to has its registered office in Luxembourg. invest 20% or more of its net assets in assets The Management Company is vested with extensi- other than transferable securities and/or other ve powers, within the limitations of Article 4 liquid financial assets as referred to in article 41(1) below, in managing the Fund on behalf of the of the Law. The Management Company intends to Unitholders, in particular it shall be entitled to create Sub-Funds, having specific investment poli- buy, sell, subscribe for, exchange and receive any cies. securities and assets and to exercise all the rights The Fund is divided in separate Sub-Funds, invest- directly or indirectly connected with the Fund’s ing their net assets in particular categories of assets. The Board of Directors of the Management Undertakings for Collective Investment („UCIs“) Company shall determine the investment policy of known as Hedge Funds. The Fund is managed in the the Fund in accordance with the limitations set interest of the Unitholders by the Management out in Article 4 below. Company. The assets of the Fund shall be held by The Management Company shall ensure the cen- the Custodian Bank and are separated from those tral administration of the Fund except the transfer, of the Management Company. registrar and payment agency services which will The entire assets of the Fund, which are separate be carried on by Fideuram Bank (Luxembourg) S.A. from those of the Management Company, are the as Transfer, Registrar and Paying Agent. 29
  • 29. The Management Company shall keep the ac- carry on the issue, redemption and conversion of counts of the Fund, calculate the Net Asset Value the Units of the Fund. The Custodian Bank shall be of the Units of each Sub-Fund and carry on other charged by the Management Company to deliver usual administrative services, such as in particular to the subscribers written confirmations of the the drafting and sending of the periodic financial entry in the register of the Units against payment reports of the Fund to the Unitholders and any of the corresponding Net Asset Value, and shall other document relating to the Fund which are at receive and deal with the redemption and conver- their disposal. The Management Company may sion applications. also assist in the preparation and the filing of the Either the Management Company or the Custodian financial reports with the competent authorities. Bank may at any time terminate the Custodian Finally, the Management Company shall keep the Bank’duties subject to advance notice of at least books and accounting documents, balance sheets three months from one party to the other, it being and loss and profit accounts of the Fund available understood that the Management Company is for inspection by the Unitholders. under a duty to appoint a new Custodian Bank The Management Company may, in general, call on who shall assume the functions and responsibili- information services, consultants and other ser- ties defined by the Law and these Management vices; any fees they incurred shall be borne exclu- Regulations. sively by the Management Company. Pending its replacement, which must take place The Board of Directors of the Management Com- within 2 months from the time the notice shall pany may delegate some management and/or have elapsed, the Custodian Bank shall take all the supervisory activities relating to the Fund to one necessary steps for the safe-keeping of the inter- or more committees composed of one or more est of the Unitholders. members of the Board of Directors of the Manage- The Management Company has entrusted the cus- ment Company and/or one or more third persons tody of the Fund’s assets to the Custodian Bank. having the required professional qualifications. The Custodian Bank shall carry out all operations The Board of Directors of the Management Com- concerning the day-to-day administration of the pany may also at its own costs appoint one or assets of the Fund. The Fund’s assets, i.e. cash and more managers who shall assist the Management other assets, shall be held by the Custodian Bank Company or any committees approved by it in the on behalf of and for the exclusive interest of the asset management of the Fund and each of its Unitholders. Sub-Funds. The Custodian Bank may dispose of the Fund’s Article 3. assets and make payments to third parties on THE CUSTODIAN BANK - THE TRANSFER, behalf of the Fund pursuant to instructions from REGISTRAR AND PAYING AGENT the Management Company and within the scope of these Management Regulations and the Law. The Management Company has appointed FIDEU- RAM BANK (LUXEMBOURG) S.A., a société anonyme With the agreement of the Management Company organised under Luxembourg law, with its registe- and under its own responsibility, the Custodian red office in Luxembourg, as Custodian Bank. Bank may entrust the safe-keeping of securities to other banks, to financial institutions or to securi- The Custodian Bank shall also carry on transfer, ties clearing houses such as Clearstream Banking registrar and payment agency services for the and Euroclear. This will, however, not affect the Units of the Fund. In this capacity, the Custodian Custodian Bank’s liability. Bank shall keep the register of the Units and shall 30 FIDEURAM MULTIMANAGER FUND - Management Regulations
  • 30. The Custodian Bank shall also: zones, as the Management Company may deter- mine. a) ensure that the sale, issue, redemption and can- cellation of Units effected for the account of the There can be no assurance that the Fund will Fund or by the Management Company are carried achieve its investment objective. out in accordance with the provisions of the law The Management Company shall determine the and these Management Regulations; denomination currency of each Sub-Fund. b) carry out all instructions issued by the Manage- ment Company, provided these are not in violation Investment Limitations of the law or these Management Regulations; The Management Company and each Sub-Fund c) ensure that, in transactions involving the Fund’s will at all times respect the Investment Limitations assets, the consideration is remitted to it within as set out in this Section. the usual time limits; I. Restrictions applicable to investments in UCIs d) ensure that the Fund’s income is applied in accordance with these Management Regulations. A Sub-Fund may not invest, in principle, more than 20% of its net assets in securities issued by the The Custodian Bank pays out of the accounts of the same UCI. For the purpose of this 20% limit, each Fund only such remunerations to the Management compartment of a UCI with multiple compart- Company as are laid down in these Management ments is to be considered as a distinct UCI on the Regulations. condition that the principle of segregation of the The Custodian Bank is entitled to remunerations commitments of the different compartments according to these Management Regulations. against third parties is assured. In the context of their respective duties, the Mana- Each Sub-Fund may hold more than 50% of the gement Company and the Custodian Bank must units of a UCI on the condition that if the UCI is an act independently and solely in the interest of the umbrella UCI, the investment by the Sub-Fund in Unitholders. the legal entity constituting the UCI is less than 50% of the net assets of the Sub Fund. Article 4. These restrictions are not applicable to the acquisi- INVESTMENT OBJECTIVE AND POLICY tion of units of open-ended UCI that are subject to INVESTMENT LIMITATIONS risk diversification requirements similar to those applicable to Luxembourg Part II UCIs and if these Investment Objective and Policy The Fund’s objec- UCIs are subject in their country of origin to perma- tive is to achieve long-term, risk adjusted capital nent supervision performed by a supervisory autho- appreciation by investing its assets in a diversified rity set up by law to ensure the protection of inves- portfolio of UCIs using non conventional or alter- tors. This may not result in an excessive native asset management strategies. The Fund concentration of investments by the Sub-Fund in operates as a Fund of Funds, investing its assets in one UCI, it being understood that for the purposes of a portfolio of UCIs which are generically known as this limit each sub fund of an umbrella UCI is consi- Hedge Funds, primarily managed by independent dered as a distinct UCI on the condition that the investment managers in the United States of principle of segregation of the commitments of the America and using alternative management stra- different sub funds against third parties is assured. tegies. A Sub-Fund may not invest less than 80% of its Each Sub-Fund shall be invested in particular cate- net assets in UCIs which are open-ended UCIs gories of UCIs according to investment style, geo- (whereby the term “open-ended” shall mean that graphical areas, industrial sectors and monetary redemptions of the shares or units in such UCIs are 31
  • 31. allowed at least on a quarterly basis) or closed- issuers which are either traded regularly, or which ended UCIs (listed on an official exchange, or dealt have a residual maturity of less than 12 months, in on another recognised market which is regu- provided that the average residual maturity of all lated, operating regularly and open to the public), money market instruments which are not traded provided that at least 50% of its net assets are at regularly does not exceed 120 days. any time invested in open-ended UCIs.The Mana- gement Company must ensure that the portfolios 2. A Sub-Fund may not invest, without prejudice to of the UCIs have sufficient liquidity to allow it to the application of the provisions set out above: fulfil the Fund’s repurchase obligations. i) borrow or otherwise use leverage exceeding 25% of its net assets, provided that no more than 15% A Sub-Fund may not acquire shares or units of of its net assets may be used for investment pur- UCIs which, in accordance with their investment poses. The remaining portion of 10% of its net policy, principally invest in other UCIs; this restric- assets may solely be used to bridge short term lia- tion does not apply to shares or units of feeder bilities, including for the satisfaction of redemp- UCIs which in accordance with their investment tion requests, policy, invest all their net assets in one master UCI provided that the master UCI does not principally ii) grant loans to any Unitholder, invest in other UCIs. iii) carry out short sales of securities, provided however that the UCIs, in which the Fund shall II. Restrictions applicable to other investments invest, may carry out such short sales; 1. Each Sub-Fund will not be entitled to: iv) invest in physical commodities or other physi- i) invest more than 10% of its gross assets in cal assets (such as art, antiques, etc.) provided transferable securities which are not listed on a that the individual UCIs may, under exceptional stock exchange or not negotiated on another regu- circumstances, be compelled to acquire physical lated market, which operates regularly, is recogni- commodities positions for a limited period of time. sed and open to the public; III. Use of techniques and instruments ii) acquire more than 10% of securities of the same nature issued by the same issuer; Within the limits set forth below the Fund may employ the following techniques and instruments iii) invest more than 20% of its gross assets in intended to provide protection exclusively against securities issued by the same issuer. exchange risks: The restrictions set out in (i) to (iii) above are not i) it may sell calls and/or futures contracts on cur- applicable to securities issued or guaranteed by an rencies, buy puts on currencies, or enter into other OECD Member State or its local authorities or by financial instruments, provided such calls, puts, other supranational organisations. futures or other financial instruments are traded The restrictions set out in (i) to (iii) are not appli- on a recognised exchange or regulated market, cable to securities issued by UCIs. which operates regularly and is open to the public; The restriction set out in (i) does not apply to ii) further, the Fund may enter into currency for- securities for which a listing has been requested ward contracts or currency swaps on the OTC mar- and is obtained within one year, in which case ket with highly rated financial institutions. they are considered as listed securities. The amounts of all pending transactions shall not The restriction set out in (i) does not apply either exceed the market exposure of the relevant assets to money market instruments issued by first class of the Sub-Fund concerned denominated in the currency to be hedged. 32 FIDEURAM MULTIMANAGER FUND - Management Regulations
  • 32. In case a Sub-Fund invests directly in fixed income lated on each Calculation Day, without any sub- securities, the Fund may, exclusively to provide scription fee. protection against interest rate risks, enter into If a subscription application is to be carried out on interests rates futures sales contracts or purchase a Valuation Day, the application must be received put options on interest rates or enter into interest by the Management Company or the Transfer, rate swaps for amounts not exceeding the corres- Registrar and Paying Agent by such an hour and ponding risk of fluctuation of the corresponding within a prior notice period as determined by the portion of its portfolio. Such contracts or options Management Company before the relevant must be denominated in the currencies in which Valuation Day. Any application received after such the assets of the Sub-Fund are denominated, or, time is considered for the immediately following when circumstances so warrant, in currencies Valuation Day. Allotment of Units is conditional which are likely to fluctuate in a similar manner, upon receipt by the Custodian Bank of cleared and they must be listed on an exchange or dealt on monies no later than a certain date before the a regulated market, provided however that interest relevant Valuation Day as determined by the rate swap transactions may be entered into priva- Management Company. If timely settlement is not te agreement with highly rated financial institu- made an application may lapse or be cancelled. tions; Payment for Units shall be made in the Sub-Fund’s The Fund may not place the assets of a Sub-Fund currency; other currencies may be accepted but in „Managed Accounts“, neither directly, nor indi- will be converted in the Sub-Fund’s currency at the rectly through a subsidiary of the Fund. Unitholder’s costs. The Management Company may from time to time The Management Company shall determine the impose further investment restrictions as shall be initial and subsequent minimum investment in compatible with or in the interests of the each Sub-Fund. Unitholders, in order to comply with the laws and The Management Company may at any time deci- regulations of the countries where the Units of the de not to issue any futher Units in a Sub-Fund, Fund are distributed. either definitively or temporarily. The restrictions set forth above shall only be appli- cable at the time where the relevant investment is Article 6. made. If the restrictions are exceeded as a result of UNIT OWNERSHIP any events other than the making of investments, Units are issued under the form of registered the situation shall be remedied taking due account Units, as non-certificated Units. Ownership of of the interest of the Unitholders. Units is evidenced by an entry in the register of the Units. Instead of certificates, Unitholders will Article 5. receive written confirmations of Unitholding. ISSUE OF UNITS Units may be issued in fractions up to three deci- Units shall be subscribed during the initial sub- mals. Rights attached to fractions of Units are scription period at a price such as determined by exercised in proportion to the fraction of a Unit the Management Company. held. After the initial offering period, the Units are offe- Fractions of Units will participate in the liquida- red for sale monthly on each Valuation Day except tion proceeds. in case of suspension of the Net Asset Value deter- mination as under Article 8 hereinafter. The Units are freely transferable and, upon issue, are entitled to participate equally in the profits of Units are issued at the Net Asset Value per Unit the Fund. All Units must be fully paid. prevailing on the relevant Valuation Day as calcu- 33
  • 33. Any transfer of Units shall be established by an In respect of shares or units held by the Fund, for entry in the register of the Units. which issues and redemptions are restricted and a secondary market trading is effected between dea- Article 7. lers who, as main market makers, offer prices in res- NET ASSET VALUE ponse to market conditions, the Management Company may decide to value such shares or units in The Net Asset Value of the Units of each Sub-Fund line with the prices so established. is determined in its reference currency. It shall be calculated by the Management Company at least If events have occurred which may have resulted in once a month, on such day as determined by the a material change of the net asset value of such Management Company from time to time (a shares or units in other UCI since the day on which „Calculation Day“), by dividing the net assets attri- the latest net asset value was calculated, the value butable to each Sub-Fund by the number of Units of such shares or units may be adjusted in order to of such Sub-Fund then outstanding. If such day is reflect, in the reasonable opinion of the not a Business Day, then the Net Asset Value of the Management Company, such change of value. Units shall be calculated on the following Business Securities held by the Fund (including shares or Day. The net assets of each Sub-Fund are made up units in closed-end UCI) which are quoted or dealt on the value of the assets attributable to such in on a stock exchange will be valued at its latest Sub-Fund less the total liabilities attributable to available publicised stock exchange closing price such Sub-Fund as of the last Business Day of the and where appropriate the middle market price on month preceding the relevant Calculation Day (the the stock exchange which is normally the principal „Valuation Day“). market for such security and each security dealt in The assets and liabilities of the Fund shall be allo- on any other organised market will be valued in a cated in such a manner so that the issue price manner as near as possible to that for quoted received upon issue of Units connected with a spe- securities. cific Sub-Fund shall be attributed to that Sub- The value of a non EUR denominated security is Fund. All assets and liabilities of the Sub-Fund as determined in its national currency and converted well as income and expenses which are related to into its EUR equivalent at the foreign exchange rate a specific Sub-Fund shall be attributed to that Sub- in effect on the relevant Valuation Day. Fund. Assets or liabilities which cannot be attribu- ted to any Sub-Fund shall be allocated to all the Sub- The value of securities not quoted or dealt in on a Funds pro rata to the respective Net Asset Value of stock exchange or another organised market and the Sub-Funds. The proportion of the total net assets of securities which are so quoted or dealt in but in attributable to each Sub-Fund shall be reduced as respect of which no price quotation is available or applicable by the amount of any distri- bution to the price quoted is not representative of the secu- Unitholders, if any, and by any expenses paid. rities’ fair market value, shall be determined pru- dently and in good faith on the basis on their rea- In determining the value of the assets of each Sub- sonably foreseeable sales prices. All other assets Fund, each share or unit in an open-end UCI will be will be valued at their respective fair values as valued at the last available net asset value whether determined in good faith by the Management estimated or final which is computed for such unit Company in accordance with generally accepted or shares on the relevant Valuation Day, failing valuation principles and procedures. which, it shall be the last net asset value compu- ted prior to the Valuation Day taken into account Money market instruments and cash will be valued to calculate the Net Asset Value of the Units in the at face value to which shall be added interest Sub-Fund. accrued. 34 FIDEURAM MULTIMANAGER FUND - Management Regulations
  • 34. Article 8. tion of Units by the Fund at the time of the filing SUSPENSION OF THE VALUATION OF THE TOTAL of the relevant application. NET ASSETS Article 9. The Management Company may temporarily sus- REDEMPTION OF UNITS pend the calculation of the total Net Asset Value for one or more Sub-Funds when: The Units are redeemable on a monthly basis on each Valuation Day, except in case of suspension of a) any period when any of the principal markets or the Net Asset Value determination as under Article 8 stock exchanges on which a substantial portion of herein above. the investments of the Fund from time to time are quoted is closed otherwise then for ordinary holi- Units are redeemable at the Net Asset Value per days, or during which dealings therein are restric- Unit prevailing on the relevant Valuation Day as ted or suspended; calculated on each Calculation Day without any redemption fee. b) any period when the net asset value of one or more UCI, in which the Fund will have invested and If a redemption application is to be executed at the the units or the shares of which constitute a signi- Net Asset Value per Unit prevailing on a Valuation ficant part of the assets of the Fund, cannot be de- Day, the application must be received by the termined accurately so as to reflect their fair mar- Management Company or the Transfer, Registrar ket value as at the Calculation Day; and Paying Agent within such a prior notice period and such hour as determined by the Management c) the existence of any state of affairs which con- Company before the relevant Valuation Day. Any stitutes an emergency as a result of which dispo- application received after such time is considered sal or valuation of assets owned by the Fund would for the next following Valuation Day. be impracticable; Proceeds of redemption will normally be paid by d) any breakdown in the means of communication cheque or bank transfer at the choice of the normally employed in determining the price of any Unitholder in the currency of reference of the rele- of the investments or the current prices on any vant Sub-Fund and will normally be remitted market or stock exchange; or within thirty-five days following the relevant e) any period when the Fund is unable to repatria- Valuation Day, and in any case before the next fol- te funds for the purpose of making payments on lowing Valuation Day. the redemption of Units or during which any Units redeemed by the Management Company transfer of funds involved in the realisation or shall be cancelled. acquisition of investments or payments due on redemption of Units cannot be effected at normal Article 10. rates of exchange. RESTRICTION ON OWNERSHIP OF UNITS The issue and redemption of Units in the Sub- The Management Company is permitted to dis- Fund(s) concerned will also be suspended during continue temporarily, cease definitively or limit any such period where the Net Asset Value is not the issuance of Units at any time to persons or determined. corporate entities resident or established in cer- Any such suspension shall be publicised in such tain countries and territories. The Management newspaper as decided by the Management Company may exclude certain persons or corpora- Company if in the opinion of the Management te entities from the acquisition of Units, if such Company it is likely to exceed 10 days and shall be action is necessary for the protection of the notified to investors requesting issue or redemp- Unitholders and of the Fund, as a whole. In this 35
  • 35. connection, the Management Company may (a) 5. All other expenses incurred in the Fund’s opera- reject in its discretion any subscription for Units; tions. and (b) redeem at any time the Units held by 6. A Central Administration fee to the Manage- Unitholders who are excluded from or limiting as ment Company at the standard rate applied in to purchasing or holding Units. Luxembourg market, calculated monthly and paid The Management Company, the Custodian Bank or quarterly, based on the assets of the Fund at the any other person (including any individual, corpora- end of the relevant month. tion, partnership, association or other entity) offer- 7. The Custodian Bank and the Transfer, Registrar ing or selling any Units to any other person for reof- and Paying Agent fees corresponding to the usual fering or resale, directly or indirectly to any United rates charged by banks in Luxembourg, calculated States Person or to any person in any country or any monthly and paid quarterly, based on the assets of other jurisdiction where action or approval for that the Fund during the relevant month and the Custo- purpose is required, or shall directly or indirectly dian Bank correspondent safekeeping charges. result in an offer or sale of any Units, or in the dis- tribution or publication of any prospectus or other 8. The annual 0.05% Luxembourg subscription tax, offering material in any country or other jurisdiction, as well as any applicable V.A.T. payable on the except in conformity with the laws and regulations Fund related expenses, whether charged directly or relating to the placement of securities in the juris- indirectly to the latter. diction where so made. The following costs are borne by the Management Article 11. Company out of its own assets: CHARGES OF THE FUND 1. Any manager’s fees. The following costs are borne directly by the 2. The expenses of establishing the Fund and any Fund: Sub-Fund. 1. A management fee up to 2% of the Net Asset 3. Any distribution fees. Value of each Sub-Fund computed as of each Calculation Day and paid quarterly to the Charges shall be allocated to the relevant Sub- Management Company. Fund for which they were incurred or otherwise prorated to each of them, based on objective cri- 2. An annual performance fee which accrues teria determined by the Management Company. monthly and is due to the Management Company as of the end of each fiscal year. The performance All costs (including brokerage fees) of purchasing fee for any fiscal year is an amount equal up to or selling assets of the Fund and any losses incur- maximum 20% of the total uplift (where the total red in connection therewith, are for the account of uplift is the uplift multiplied by the average outs- the Fund in the relevant Sub-Fund. tanding number of units). There is an uplift if the It should be noted that the investment policy is to Net Asset Value per unit before performance fee is invest in UCIs and will result in a duplication of higher than the „high water mark“ accrued by the certain costs that will be charged both to the annualised hurdle rate. underlying UCI by its service providers, as well as 3. Standard brokerage and bank charges incurred to the Fund by the service providers of the Fund. by the Fund’s transactions. Such costs will include, but are not limited to, for- mation expenses, custodian, domiciliary, manage- 4. Any additional non-recurrent fees, including ment fees, audit expenses and other associated legal advice, incurred for exceptional steps taken in costs. the interests of the Unitholders (they may be amortised over 5 years period). 36 FIDEURAM MULTIMANAGER FUND - Management Regulations
  • 36. However, in any event, there will be no duplication any Business Day at the registered office of the of fees, should the Fund invest in UCIs managed by Management Company. BANCA FIDEURAM S.p.a. or any affiliates. Accor- The annual audited reports will be available to dingly the Fund shall not incur any fee or expenses Unithoders at the registered office of the Manage- payable to such UCIs. ment Company within four months following the close of the financial year. Unaudited semi-annual Article 12. of the Sub-Funds will also be made available in the BUSINESS YEAR, AUDIT same manner within two months following the The Fund’s business year shall start on the first of end of the period which they refer. January and end on the last day of December each The liquidation of the Fund shall be published in the year. The annual statement of account of the Luxembourg „Mémorial, Recueil des Sociétés et Management Company and the Fund’s annual Associations“. The dissolution of the Fund shall fur- report shall be audited by an auditor appointed by ther be published in the „Luxemburger Wort“ and in the Management Company. one newspaper of wider circulation abroad. To establish the balance sheet of the Fund which Amendments to the Management Regulations and shall be expressed in EURO, the assets of each notices to Unitholders, including notices about the Sub-Fund shall be converted from its relevant cur- suspension of the calculation of the Net Asset rency into EURO. Value as well as of the issue price or of the redemption price and the liquidation of the Fund Article 13. shall be published in the newspapers of countries DISTRIBUTION POLICY where Units are offered or sold. There shall be no distribution of dividends and the net proceeds of each individual Sub-Fund shall be Article 16. reinvested. DURATION OF THE FUND - DISSOLUTION OF THE FUND - LIQUIDATION AND MERGER OF Article 14. SUB-FUNDS AMENDMENTS TO THESE MANAGEMENT The Fund and the Sub-Funds shall be established REGULATIONS for an indefinite period. The Management Company may amend these Unitholders, their heirs and any other beneficiaries Management Regulations in full or in part at any may not demand the dissolution or division of the time in the interest of the Unitholders and with Fund. the consent of the Custodian Bank. The Fund may be liquidated at any time by mutual Amendments shall take effect on the date of their agreement of the Management Company and the deposit with the Register of the Tribunal d’Arron- Custodian Bank. dissement in Luxembourg.A mention of the depo- sit will be published in the Luxembourg „Mémorial, Furthermore, liquidation shall take place if requi- Recueil des Sociétés et Associations“. red according to Article 66 of the Law (insofar as it makes Article 22 applicable). Notice must be given Article 15. without delay by the Management Company or ANNOUNCEMENTS the Custodian Bank in accordance with Article 15 above. No Units may be issued as soon as the The Net Asset Value per Unit as well as the issue event giving rise to liquidation occurs. The price or the redemption price shall be available on Management Company shall dispose of the Fund’s assets in the best interest of the Unitholders and 37
  • 37. the Custodian Bank shall distribute the net liqui- The Management Company does not consider to dation proceeds, after deduction of liquidation merge any Sub-Fund with another foreign invest- charges and expenses, to the Unitholders in pro- ment fund. portion to their holdings, in accordance with the directions of the Management Company. Proceeds Article 17. which cannot be distributed to the Unitholders at EXPIRY OF CLAIMS the close of liquidation shall be deposited with the Unitholders’ claims against the Management Com- „Caisse de Consignation“ in Luxembourg until pany or the Custodian Bank shall cease to be valid expiry of the prescribed period. 5 years after the date of the occurrence giving rise In the event of special circumstances beyond its to the claim. control, such as political, economic, military or other emergencies, the Management Company is Article 18. also empowered to liquidate any of the Sub-Funds. APPLICABLE LAW, JURISDICTION AND A notice of such liquidation to the Unitholders LANGUAGE OF REFERENCE shall be notified by mail to each Unitholder. The The Management Regulations are governed by Management Company shall redeem the Units of Luxembourg law. the concerned Sub-Fund and reimburse the Unitholders in proportion to their respective hold- The Tribunal d’Arrondissement of Luxembourg ings. The liquidation proceeds which cannot be dis- shall have jurisdiction over any disputes between tributed at the close of liquidation of the Sub-Fund the Unitholders, the Management Company and shall be deposited with the Custodian Bank during the Custodian Bank, and Luxembourg law shall a period of 6 (six) months; any remaining amount apply. The Management Company and the after these 6 months will be deposited with the Custodian Bank nevertheless submit themselves Caisse de Consignation in Luxembourg. and the Fund to the jurisdiction of any country in which Units are sold, in respect of claims by In the event of special circumstances beyond its Unitholders resident in such countries. control, such as political, economic, military or other emergencies, the Management Company The English-language version of these Manage- may decide to merge such Sub-Fund with another ment Regulations shall be binding; the Manage- existing Sub-Fund or to contribute the assets and ment Company and the Custodian Bank neverthe- liabilities of the Sub-Fund to another Luxembourg less admit the use of translations approved by undertaking for collective investment. Notice of them, into the languages of countries in which such a merger or contribution will be given at least Units are offered and sold, and these shall be bind- one month prior thereto to the investors. Such ing in respect of such Units sold to investors in notice shall be notified to each Unitholder by mail. these countries. Each Unitholder concerned by the merger or the contribution shall be given the possibility within a These Management Regulations come into effect on period of one month as of the date of notification April 4, 2008. to request the repurchase of its Units free of char- ge. At the expiry of this one (1) month’s period any Done in two originals in Luxembourg on March 14, Unitholder which did not request the repurchase 2008. of its Units shall be bound by the decision relating to the merger or the contribution. The Management Company The Custodian Bank 38 FIDEURAM MULTIMANAGER FUND - Management Regulations
  • 38. Appendix 1 relating to FIDEURAM MULTIMANAGER FUND - MARKET NEUTRAL Information provided in this Appendix should be read in conjunction with the full text of this Prospectus. I. INVESTMENT OBJECTIVES AND POLICIES IV. SUBSCRIPTION FEE This section should be read in conjunction with the None section „Investment Objectives and Policies of the Fund“ as well as in accordance with the investment V. REDEMPTION FEE restrictions stated under the section „Investment None Limitations of the Fund“. VI. FEES TO THE MANAGEMENT COMPANY The net assets of FIDEURAM MULTIMANAGER The Management Company will receive a Manage- FUND - MARKET NEUTRAL are allocated to all dif- ment Fee equal to the annual rate of 1.80% of the ferent alternative investment style UCIs in order Net Asset Value of each Sub-Fund computed as of to pursue a market neutral exposure. Submanagers each Calculation Day and paid quarterly. use skill-based investment strategies in their sear- ch for higher risk-adjusted returns than those offe- An annual Performance Fee will accrue monthly red by traditional long-only investments. The aim and will be due from the Sub-Funds’ assets to the of FIDEURAM MULTIMANAGER FUND - MARKET Management Company as of the end of each fiscal NEUTRAL is to achieve consistent returns and low year. correlation with traditional equity and fixed-inco- The Performance Fee is an amount equal to 15% me investments. The aim of market-neutral inves- of the excess of the Net Asset Value of the Fund ting is to isolate and maximise alpha (investment- over the high water mark („HWM“) accrued by the specific sources of return) and minimise beta hurdle rate („HR“). (systematic sources of return). The returns genera- ted by market-neutral strategies are independent The HR is the 12 month Euribor (act/360) as applic- of market direction and capital market risk pre- able on first Business Day of each fiscal year that miums. The goal of unleveraged market-neutral Performance Fee is calculated. strategies is to outperform the risk-free rate. The HWM is defined as the highest level of the Net The Sub-Fund may at any time hold ancillary liquid Asset Value computed at the end of the previous assets and may use derivative instruments laid fiscal years since the inception date. At the incep- down in the investment restrictions. tion date the HWM is equal to the Fund’s incep- tion Net Asset Value. II. REFERENCE CURRENCY The Net Asset Value will be calculated, and the VII. FEES TO THE CUSTODIAN BANK, THE subscriptions and redemptions may be proceeded, TRANSFER, REGISTRAR AND PAYING AGENT AND in EURO. OTHER CHARGES The Sub-Fund will pay the fees to the Custodian III. MINIMUM INITIAL AND SUBSEQUENT INVEST- Bank and the Transfer, Registrar and Paying Agent MENTS and the other usual charges mentioned in the sec- EUR 50,000 tion „Charges of the Fund“. 39
  • 39. VIII. HISTORICAL PERFORMANCE OF THE the Management Company or the Transfer, SUB-FUND Registrar and Paying Agent by 5.00 p.m. Luxem- The Sub-Fund was launched in February 28, 2001 bourg time at least ten Business Days before the at EUR 100.00. The following graph shows the relevant Valuation Day. Any application received annual total return of the Sub-Fund for the last after such time is considered for the immediately three years. following Valuation Day. The allotment of Units is conditional upon receipt by the Custodian Bank of cleared monies no later than ten Business Days FIDEURAM MULTIMANAGER FUND MARKET NEUTRAL before the relevant Valuation Day. If timely settle- 10.00% ment is not made an application may lapse or be 5.61% cancelled. Payment for Units shall be made in the 5.00% Sub-Fund’s currency; other currencies may be 3.06% 3.32% accepted but will be converted in the Sub-Fund’s 0.00% currency at the Unitholder’s costs. 2004 2005 2006 XI. REDEMPTION OF UNITS The Units are redeemable on each Valuation Day IX. CALCULATION DAY except in case of suspension of the Net Asset The Net Asset Value of the Units of the Sub-Fund Value. is determined by the Management Company on the 25th of each month, by dividing the net assets Units are redeemable at the Net Asset Value per attributable to the Sub-Fund by the number of Unit prevailing on the relevant Valuation Day as Units of the Sub-Fund then outstanding. If such calculated on each Calculation Day without any day is not a Business Day, then the Net Asset Value redemption fee. of the Units shall be calculated on the next follo- If a redemption application is to be executed at wing Business Day. the Net Asset Value per Unit prevailing on a Valuation Day, the application must be received by X. SUBSCRIPTION OF UNITS the Management Company or the Transfer, Subscriptions of the Units of the Sub-Fund are car- Registrar and Paying Agent by 5.00 p.m. ried out by means of the Application Form atta- Luxembourg time at least ninety-five days before ched as an Appendix to this Prospectus. the relevant Valuation Day. Any application recei- Units are offered for sale on each Valuation Day (as ved after such time is considered for the next fol- defined in the section „Definitions“) except in case lowing Valuation Day. of suspension of the Net Asset Value determina- tion. XII. TAXATION The Sub-Fund is subject to the taxes on Units are issued at the Net Asset Value per Unit Luxembourg collective investment undertakings at prevailing on the relevant Valuation Day as calcu- the rate of 0.05% per annum, based and payable lated on each Calculation Day, without any sub- upon the value of the net assets of the Sub-Fund scription fee. on the last day of each calendar quarter. The value If a subscription application is to be carried out on of the assets represented by the units held in other the Net Asset Value per Unit prevailing on a Luxembourg undertakings for collective invest- Valuation Day, the application must be received by ment will be exempted from any subscription tax. 40 FIDEURAM MULTIMANAGER FUND - Appendix 1
  • 40. Appendix 2 relating to FIDEURAM MULTIMANAGER FUND - MARKET OPPORTUNITIES Information provided in this Appendix should be read in conjunction with the full text of this Prospectus. I. INVESTMENT OBJECTIVES AND POLICIES IV. SUBSCRIPTION FEE This section should be read in conjunction with the None section „Investment Objectives and Policies of the Fund“ as well as in accordance with the investment V. REDEMPTION FEE restrictions stated under the section „Investment None Limitations of the Fund“. VI. FEES TO THE MANAGEMENT COMPANY The net assets of FIDEURAM MULTIMANAGER The Management Company will receive a Manage- FUND - MARKET OPPORTUNITIES are mainly allo- ment Fee equal to the annual rate of 2.00% of the cated to directional alternative investment style Net Asset Value of each Sub-Fund computed as of UCIs in order to pursue a substantial overperfor- each Calculation Day and paid quarterly. mance on money market instruments. Submanagers are mainly selected from equity hed- An annual Performance Fee will accrue monthly ged, macro strategies and CTAs styles and use skill- and will be due from the Sub-Funds’ assets to the based investment strategies in their search for Management Company as of the end of each fiscal higher risk-adjusted returns than those offered by year. traditional long-only investments. The aim of The Performance Fee is an amount equal to 15% FIDEURAM MULTIMANAGER FUND - MARKET of the excess of the Net Asset Value of the Fund OPPORTUNITIES is to achieve consistent returns over the high water mark („HWM“) accrued by the and limited correlation with traditional equity and hurdle rate („HR“). fixed-income investments. The HR is the 12 month Euribor (act/360) as applic- The Sub-Fund may at any time hold ancillary liquid able on first Business Day of each fiscal year that assets and may use derivative instruments laid Performance Fee is calculated. down in the investment restrictions. The HWM is defined as the highest level of the Net II. REFERENCE CURRENCY Asset Value computed at the end of the previous The Net Asset Value will be calculated, and the fiscal years since the inception date. At the incep- subscriptions and redemptions may be proceeded, tion date the HWM is equal to the Fund’s incep- in EURO. tion Net Asset Value. III. MINIMUM INITIAL AND SUBSEQUENT INVEST- VII. FEES TO THE CUSTODIAN BANK, MENTS THE TRANSFER, REGISTRAR AND PAYING AGENT EUR 50,000 AND OTHER CHARGES The Sub-Fund will pay the fees to the Custodian Bank and the Transfer, Registrar and Paying Agent and the other usual charges mentioned in the sec- tion „Charges of the Fund“. 41
  • 41. VIII. HISTORICAL PERFORMANCE OF THE relevant Valuation Day. Any application received SUB-FUND after such time is considered for the immediately The Sub-Fund was launched on June 30, 2007 at following Valuation Day. The allotment of Units is EUR 100.00. No historical performance are avai- conditional upon receipt by the Custodian Bank of lable yet. cleared monies no later than ten Business Days before the relevant Valuation Day. If timely settle- IX. CALCULATION DAY ment is not made an application may lapse or be The Net Asset Value of the Units of the Sub-Fund cancelled. Payment for Units shall be made in the is determined by the Management Company on Sub-Fund’s currency; other currencies may be the 25th of each month, by dividing the net assets accepted but will be converted in the Sub-Fund’s attributable to the Sub-Fund by the number of currency at the Unitholder’s costs. Units of the Sub-Fund then outstanding. If such day is not a Business Day, then the Net Asset Value XI. REDEMPTION OF UNITS of the Units shall be calculated on the next follo- The Units are redeemable on each Valuation Day wing Business Day. except in case of suspension of the Net Asset Value. X. SUBSCRIPTION OF UNITS Units are redeemable at the Net Asset Value per The initial subscription period shall start on June 1, Unit prevailing on the relevant Valuation Day as 2007 and shall end on June 15, 2007 at the initial calculated on each Calculation Day without any price of EUR 100 per Unit without any issue com- redemption fee. mission. The payment was made at the latest on June 15, 2007. If a redemption application is to be executed at the Net Asset Value per Unit prevailing on a Subscriptions of the Units of the Sub-Fund are car- Valuation Day, the application must be received by ried out by means of the Application Form atta- the Management Company or the Transfer, ched as an Appendix to this Prospectus. Registrar and Paying Agent by 5.00 p.m. Units are offered for sale on each Valuation Day (as Luxembourg time at least ninety-five days before defined in the section „Definitions“) except in case the relevant Valuation Day. Any application recei- of suspension of the Net Asset Value determina- ved after such time is considered for the next fol- tion. lowing Valuation Day. Units are issued at the Net Asset Value per Unit XII. TAXATION prevailing on the relevant Valuation Day as calcu- The Sub-Fund is subject to the taxes on lated on each Calculation Day, without any sub- Luxembourg collective investment undertakings at scription fee. the rate of 0.05% per annum, based and payable upon the value of the net assets of the Sub-Fund If a subscription application is to be carried out on on the last day of each calendar quarter. The value the Net Asset Value per Unit prevailing on a of the assets represented by the units held in other Valuation Day, the application must be received by Luxembourg undertakings for collective invest- the Management Company or the Transfer, ment will be exempted from any subscription tax. Registrar and Paying Agent by 5.00 p.m. Luxem- bourg time at least ten Business Days before the 42 FIDEURAM MULTIMANAGER FUND - Appendix 2
  • 42. M E I N B A C H D E S IG N 2 0 0 8