fideuram multimanager fund

FIDEURAMMULTIMANAGERFUND

Prospectus & Management Regulations

Luxembourg Fund with Special Risk

FIDEURAMMULTIMANAGER

FUND

PROSPECTUSAND MANAGEMENT REGULATIONS


IN THE COURSE OF BEING AUTHORIZED IN SWITZERLAND AS A FUND WITH SPECIAL RISKS

Sales Prospectus April 2008

1

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.

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

Table of contents

3

5

Business

Day Any day which is not a Saturday, Sunday or a

public holiday on which banking institutions are

obliged by law or regulation to close in Luxembourg.

Calculation Day

The 25th calendar day of each month, or if such

day is not a Business Day, the next following

Business Day.

Financial Year

The financial year of the Fund ends on December 31.

Listing

Application has been made to list the Units on the

Luxembourg Stock Exchange.

Minimum Subscription

The minimum subscription requirement for Units

in any of the Sub-Funds is EUR 50,000.

Net Asset Value

The total assets minus the liabilities and accrued

expenses valued at current market price.

Submanager

The manager of a UCI.

Term

The Fund has been set up for an indefinite period.

UCIs

Undertakings for Collective Investment, i.e. the

underlying funds, which include corporations, limi-

ted partnerships, trusts and other legal entities

organized or formed under the laws of any juris-

diction.

Valuation Day

The last Business Day of each month.

Definitions

FIDEURAM MULTIMANAGER FUND (the „Fund“)

has been established by FIDEURAM MULTIMANA-

GER FUND MANAGEMENT COMPANY S.A. cur-

rently merged with FIDEURAM GESTIONS S.A. (the

„Management Company“) as an Investment Fund

under Luxembourg law, with FIDEURAM ASSET

MANAGEMENT (IRELAND) LIMITED as investment

manager (the „Investment Manager“). The duties

of custodian have been entrusted to FIDEURAM

BANK (LUXEMBOURG) S.A. FIDEURAM GESTIONS

S.A. offers investors within one single investment

fund a choice of sub-funds (each a „Sub-Fund“ and

together the „Sub-Funds“) („umbrella construc-

tion“) which are managed separately and which

are distinguished mainly by their specific invest-

ment policy and/or by the currency in which they

are denominated.

The Management Company is empowered to esta-

blish new Sub-Funds and dissolve existing ones by

informing the unitholders of the Fund (each a

„Unitholder“ and together the „Unitholders“).

Upon the creation of new Sub-Funds or the disso-

lution of an existing Sub-Fund, an addendum to

the Prospectus shall be issued.

The investment objectives and policies and other

details of each Sub-Fund are specified in the rel-

evant Appendix to this Prospectus.

The assets of the Fund are managed as separate

assets in the interest and for the account of the

Unitholders. The Fund is unlimited in duration and

shall have total net assets which may not be less

than EUR 1,250,000 or its equivalent in a foreign

currency. Its financial year starts on January 1st

and ends on the last day of December. The Fund’s

accounts are audited by Ernst & Young S.A.,

Munsbach, Luxembourg.

The entire assets of the Fund, which are separate

from those of the Management Company, are the

joint property of all Unitholders, who have equal

rights in proportion to the number of Units they

hold in the individual Sub-Funds. There is no provi-

The Fund

PROSPECTUS

FIDEURAM MULTIMANAGER FUND - Prospectus6

sion in the Management Regulations for a meeting

of the Unitholders. The subscription to or acquisi-

tion of Units in the Fund implies acceptance of the

Management Regulations by the Unitholders.

Each Sub-Fund shall be treated as a separate enti-

ty whose assets constitute the joint coproprietor-

ship between its Unitholders. The Unitholders of

the same Sub-Fund are treated equally and have

the same rights.

The Management Regulations for FIDEURAM MUL-

TIMANAGER FUND (the „Management Regu-

lations“) were stipulated by the Management

Company on November 6, 2000. They were publi-

shed in the Mémorial, Recueil des Sociétés et

Associations (the „Mémorial“) of December 1,

2000 and were deposited with the Register of the

Tribunal d’Arrondissement of Luxembourg on

November 9, 2000. They may be amended by the

Management Company in observance of the legal

provisions. The Management Regulations were

amended several times and for the last time with

effect on April 4, 2008. The mention of their deposit

with the Tribunal d’Arrondissement of Luxembourg

will be published in the Mémorial.

The objective of the Fund is to achieve long-term,

risk adjusted capital appreciation by investing its

assets in a diversified portfolio of UCIs using non-

conventional or alternative asset management

strategies. The Fund may also invest in UCIs which

themselves invest in investment vehicles which

use non-conventional or alternative asset mana-

gement strategies.

The Fund operates as a fund of funds, investing its

net assets in a portfolio of UCIs which are generi-

cally known as hedge funds, primarily managed by

independent investment managers in the United

States of America and using alternative asset

management strategies.

Each Sub-Fund shall be invested in particular cate-

gories of UCIs according to investment style, geo-

graphical areas, industrial sectors and monetary

zones, as the Management Company may deter-

mine.

The main advantages of a fund of funds structure

such as the Fund, in comparison to direct invest-

ment, are the following:

• the selection of a diversified portfolio of UCIs,

whose managers use different strategies, limits

the specific risk related to any individual strategy;

• the selection of a diversified portfolio of UCIs,

whose managers use the same strategy, limits the

specific risk related to an individual manager;

• collective investment vehicles like the Fund

allow investors to participate in UCIs that would

normally be closed because of their high mini-

mum investment requirements.

The main disadvantages are:

• each UCI has its own cost structure to which the

Sub-Fund’s own costs must be added;

• the dilution of specific risk by means of diversi-

fication implies a dilution of the performance of

the Sub-Fund’s most successful investments.

There can be no assurance that the Fund will

achieve its investment objective.

A. ALTERNATIVE VS TRADITIONAL ASSET

MANAGEMENT

In contrast with traditional asset management

based on the assumption of efficient markets and

the perception that outperforming the market

over time is impossible without accepting undue

risk to capital, alternative asset management pre-

sumes that markets are indeed inefficient and

offer, therefore, opportunities for increased invest-

ment performance without increased risk to capi-

Investment Objectives and Policies of the Fund

tal. Some of the defining characteristics of alter-

native asset management strategies can be sum-

marized as follows:

• Whereas traditional asset management will

focus on building a portfolio of long securities

(meaning securities held in the portfolio), essen-

tially equities and bonds, alternative asset

management will use both long and short posi-

tions (meaning short sales). In addition, the use

of derivatives, both for hedging and speculative

purposes, is not limited in alternative asset


• In traditional asset management, the use of

leverage (that is the use of borrowed money) is

only permitted to a limited extent. By contrast,

alternative asset management strategies can be

highly leveraged.

• A portfolio managed according to traditional

asset management principles aims to outper-

form a benchmark, some form of index, or indus-

try median, following an indexed and/or passive

investment approach. Performance, therefore, is

measured on a relative basis. Alternative asset

management, on the other hand, seek to captu-

re absolute gains (that is without reference to

an index or a benchmark) at all times, whether

in a rising, static, or falling market, following a

dynamic investment approach.

• Traditional asset management strategies gene-

rate returns which are more highly correlated to

major market indices than alternative asset


B. HEDGE FUND: THE BASIC CONCEPT

The quintessential alternative asset management

investment vehicle is the „hedge fund“, a concept

that brings us back to the late 1940s, when a for-

mer journalist and academic named Alfred

Winslow Jones started his A.W. Jones & Co.

Partnership. Compared to some of today’s more

complex structures, his was remarkably simple. He

took two investment tools and merged them into

an investment system, and thereby aimed at redu-

cing systematic risk. By using short sales (borro-

wing a security and selling it in the hope of being

able to repurchase it more cheaply before repaying

the lender) to hedge his long positions, effectively

cutting out the influence of market movements on

his portfolio, he became free to amplify his stock

picking skills with leverage (buying securities with

borrowed money). A. Jones effectively created a

hedge fund system that provided superior returns

relative to long only portfolios.

C. HEDGE FUND: A CONTEMPORARY DEFINITION

Since then, the „hedge fund“ concept has expan-

ded to include a variety of alternative investment

strategies. Far from being an homogeneous group,

hedge funds today cover a wide array of invest-

ment styles and strategies. Some adhere to well

defined investment disciplines while others are

highly opportunistic. Risk profiles and performan-

ce attributes, therefore, can vary substantially.

Finally, the style of some hedge funds may evolve

over time to better suit market conditions. Broadly

speaking, hedge funds styles and investment stra-

tegies include the following:

Equity Hedged strategies: the underlying funds of

this investment style engage principally in equity

hedged strategies. The target is to achieve returns

comparable to the returns of a diversified global

equity portfolio with significant lower risk.

Strategies in the long/short equity sector primari-

ly involve investing in publicly traded instruments

in developed and emerging countries. This is the

largest segment of the hedge fund industry, span-

ning a wide range of strategies and markets. These

strategies reflect approaches which may be driven

by any of the following factors: growth, value, mar-

ket timing or industry. Advisors may also invest

globally or specialize in regional markets.

Investments can be long and/or short biased and

are usually at least partially hedged. Hedging can

be accomplished through short sales and/or the

use of index options and futures and other deriva-

tive products. Leverage is often employed.

Macro strategies: global macro trading is an oppor-

tunistic approach that takes advantage from shifts

in macro economic trends, based on expected rate

of change such as interest rates, inflation, econo-

7


mic cycles, etc. These managers trade all markets,

all asset classes (stocks, bonds, currencies, com-

modities etc.) and all instruments (cash, futures,

derivatives etc.) and use leverage. Returns in this

strategy primarily depend on the trading and risk

management skills of the particular investment

manager.

Arbitrage or relative value strategies: the underlying

funds engage principally in arbitrage and absolute

return investment strategies in the global equity

and corporate debt securities market. They use ins-

truments such as convertible bonds, preferred

securities, options, warrants and option-linked

securities. Arbitrage is by definition taking advan-

tage of mispricing between two related and corre-

lated securities. These strategies offer attractive

risk/reward characteristics which may provide

higher returns than a traditional fixed income

securities investment.

Event-driven strategies: event driven investing

involves the purchase or sale of securities of com-

panies which are undergoing substantial changes.

Among other opportunities, the portfolio invests

in securities of companies that are selling assets,

leaving or entering new businesses, changing their

capital structures or that are the subject of a

publicly announced acquisition, merger, tender

offer, exchange offer, liquidation or other corpora-

te reorganization.

In event driven investing, profits are generally rea-

lized from the difference between the purchase

price of the security of the company undergoing a

specified event and the value ultimately realized

upon completion of the event. Such profits relate

to the ability of the investment manager to eva-

luate accurately the impact of an event and the

probability of a particular event occurring.

Merger arbitrage seeks to capture the price spread

between current market prices and the value of

securities upon successful completion of a take-

over or merger transaction. In cash transactions

this spread can be straightforward compared to

the actual bid-price. In stock-for-stock transac-

tions, the spread is calculated by shorting an

appropriate ratio of the acquiring company’s

underlying stock.

Investments in distressed securities include the

purchase of debt or equity securities of firms in or

near bankruptcy. Distressed securities are often

inefficiently priced due to their illiquidity, the exis-

tence of forced sellers and the uncertainty created

by the restructuring process. Opportunities are

closely linked to the level of defaults and credit

spreads in the market. Investments include com-

panies involved in workouts, liquidations, reorga-

nisations, recapitalisations and bankruptcies.

Special situations include investment opportuni-

ties created by spin-offs, corporate reorganisations

and restructuring.

Commodity Trading Advisors („CTAs“): commodity

trading advisors primarily focus on capital preser-

vation and high absolute returns through partici-

pation in the futures, options and forward markets.

The CTAs trade a diverse portfolio of futures

options and forward contracts including foreign cur-

rencies, precious metals, the energy complex, stock

market indices, interest rate futures and agricultu-

ral commodities.

CTAs use a part of their money as margin for their

trades and invest the rest in less volatile invest-

ments. A typical proportion of margin to equity

ratio might lie in between 20% and 30%. The tra-

ding systems will usually be technically based and

have stop loss limits for risk control. The strict

limits are necessary to operate safely with leverage.

The very low correlation of CTAs to traditional

investments and the positive performance in times

of turbulence make CTAs an interesting part of a

hedge fund portfolio.

The directors of the Management Company intend

to invest the assets of the various Sub-Funds in a

variety of alternative strategies including some or

all of the above. The portfolio allocation of each

Sub-Fund is described in the relevant Appendix to

this Prospectus.

9

I. Restrictions applicable to investments in UCIs

A Sub-Fund may not invest, in principle, more than

20% of its net assets in securities issued by the

same UCI. For the purpose of this 20% limit, each

compartment of a UCI with multiple compart-

ments is to be considered as a distinct UCI on the

condition that the principle of segregation of the

commitments of the different compartments

against third parties is assured.

Each Sub-Fund may hold more than 50% of the

units of a UCI on the condition that if the UCI is an

umbrella UCI, the investment by the Sub-Fund in

the legal entity constituting the UCI is less than

50% of the net assets of the Sub Fund.

These restrictions are not applicable to the acquisi-

tion of units of open-ended UCI that are subject to

risk diversification requirements similar to those

applicable to Luxembourg Part II UCIs and if these

UCIs are subject in their country of origin to perma-

nent supervision performed by a supervisory autho-

rity set up by law to ensure the protection of inves-

tors. This may not result in an excessive

concentration of investments by the Sub-Fund in

one UCI, it being understood that for the purposes of

this limit each sub fund of an umbrella UCI is consi-

dered as a distinct UCI on the condition that the

principle of segregation of the commitments of the

different sub funds against third parties is assured.

A Sub-Fund may not invest less than 80% of its

net assets in UCIs which are open-ended UCIs

(whereby the term “open-ended” shall mean that

redemptions of the shares or units in such UCIs are

allowed at least on a quarterly basis) or closed-

ended UCIs (listed on an official exchange, or dealt

in on another recognised market which is regu-

lated, operating regularly and open to the public),

provided that at least 50% of its net assets are at

any time invested in open-ended UCIs.

The Management Company must ensure that the

portfolios of the UCIs have sufficient liquidity to

allow it to fulfil the Fund's repurchase obligations.

A Sub-Fund may not acquire shares or units of

UCIs which, in accordance with their investment

policy, principally invest in other UCIs; this restric-

tion does not apply to shares or units of feeder

UCIs which in accordance with their investment

policy, invest all their net assets in one master UCI

provided that the master UCI does not principally

invest in other UCIs.

II. Restrictions applicable to other investments

11.. Each Sub-Fund will not be entitled to:

ii)) invest more than 10% of its gross assets in

transferable securities which are not listed on a

stock exchange or not negotiated on another regu-

lated market, which operates regularly, is recogni-

sed and open to the public;

iiii)) acquire more than 10% of securities of the

same nature issued by the same issuer;

iiiiii)) invest more than 20% of its gross assets in

securities issued by the same issuer.

The restrictions set out in (i) to (iii) above are not

applicable to securities issued or guaranteed by an

OECD Member State or its local authorities or by

other supranational organisations.

The restrictions set out in (i) to (iii) are not appli-

cable to securities issued by UCIs.

The restriction set out in (i) does not apply to

securities for which a listing has been requested

and is obtained within one year, in which case

they are considered as listed securities.

The restriction set out in (i) does not apply either

to money market instruments issued by first class

issuers which are either traded regularly, or which

have a residual maturity of less than 12 months,

provided that the average residual maturity of all

money market instruments which are not traded

regularly does not exceed 120 days.

22.. A Sub-Fund may not invest without prejudice to

the application of the provisions set out above:

ii)) borrow or otherwise use leverage exceeding 25%

of its net assets, provided that no more than 15%

of its net assets may be used for investment pur-

poses. The remaining portion of 10% of its net

assets may solely be used to bridge short term lia-

Investment Limitations of the Fund


bilities, including for the satisfaction of redemp-

tion requests,

iiii)) grant loans to any Unitholder,

iiiiii)) carry out short sales of securities, provided

however that the UCIs, in which the Fund shall

invest, may carry out such short sales;

iivv)) invest in physical commodities or other physi-

cal assets (such as art, antiques, etc.) provided

that the individual UCIs may, under exceptional

circumstances, be compelled to acquire physical

commodities positions for a limited period of time.

III. Use of techniques and instruments

Within the limits set forth below the Fund may

employ the following techniques and instruments

intended to provide protection exclusively against

exchange risks:

ii)) it may sell calls and/or futures contracts on cur-

rencies, buy puts on currencies, or enter into other

financial instruments, provided such calls, puts,

futures or other financial instruments are traded

on a recognized exchange or regulated market,

which operates regularly and is open to the public;

iiii)) further, the Fund may enter into currency for-

ward contracts or currency swaps on the OTC mar-

ket with highly rated financial institutions.

The amounts of all pending transactions shall not

exceed the market exposure of the relevant assets

of the Sub-Fund concerned denominated in the

currency to be hedged.

In case a Sub-Fund invests directly in fixed income

securities, the Fund may, exclusively to provide pro-

tection against interest rate risks, enter into inter-

ests rates futures sales contracts or purchase put

options on interest rates or enter into interest rate

swaps for amounts not exceeding the corresponding

risk of fluctuation of the corresponding portion of its

portfolio. Such contracts or options must be deno-

minated in the currencies in which the assets of the

Sub-Fund are denominated, or, when circumstances

so warrant, in currencies which are likely to fluctua-

te in a similar manner, and they must be listed on an

exchange or dealt on a regulated market, provided

however that interest rate swap transactions may be

entered into private agreement with highly rated

financial institutions;

The Fund may not place the assets of a Sub-Fund

in „Managed Accounts“, neither directly, nor indi-

rectly through a subsidiary of the Fund.

The Management Company may from time to time

impose further investment restrictions as shall be

compatible with or in the interests of the

Unitholders, in order to comply with the laws and

regulations of the countries where the Units of the

Fund are distributed.

The restrictions set forth above shall only be applic-

able at the time where the relevant investment is

made. If the restrictions are exceeded as a result of

any events other than the making of investments,

the situation shall be remedied taking due account

of the interest of the Unitholders.

A) GENERAL RISKS

Prospective investors should be aware that an

investment in the Fund involves a high degree of

risk, including the risk of loss of the entire amount

invested.

Submanagers may invest in and actively trade ins-

truments with significant risk characteristics, includ-

ing risks arising from the volatility of securities,

financial futures, derivatives, currency and interest

rate markets, the leveraged factors associated with

trading in such markets and instruments, and the

potential exposure to loss resulting from counter-

party defaults. There can be no assurance that a

Sub-Fund’s investment program will be successful or

that the investment objective of a Sub-Fund will be

achieved. Units in the Fund may fluctuate in price

and value, and the value of the Units may decline

below the amount originally invested.

Despite a strict due diligence procedure used to

select and monitor the individual funds in which the

assets of the Fund are invested, there can be no assu-

rance that the past performance information will be

Risk Factors

indicative of how such investments will perform

(either in terms of profitability or correlation) in the

future. Upon a redemption of Units or the liquida-

tion of the Fund, investors may receive less than the

amount invested.

The Fund intends to invest in UCIs which pursue an

alternative investment policy. These UCIs will

generally fall in the category commonly know as

„hedge funds” or „alternative investments”. Some

investments may also be made in UCIs which trade

in commodities futures and options, currencies

and currency contracts or financial instruments.

Thus, such UCIs use specific investment and tra-

ding techniques such as investments in options,

use of futures or short sales of securities. The Fund

will seek to achieve risk diversification by selecting

UCIs managed by different Submanagers with dif-

ferent investment styles or investing in different

areas. But it may not be excluded that the UCIs

lose their entire value.

B) LACK OF SUPERVISION

The Fund is permitted to invest in UCIs established

in jurisdictions where no or less supervision is exer-

cised on such UCIs by regulators. Although the Fund

will ensure that in any such event other safeguards

are provided for the protection of the interest of the

shareholders of such UCIs, such protection may be

less efficient as if a supervision by a regulator was

exercised. Further the efficiency of any supervision

or of other safeguards may be affected by a lack of

precision of investment and risk diversification guide-

lines applicable to, and the flexibility of the invest-

ment policies pursued by, such UCIs.

In addition, the funds in which the UCIs may be

investing may invest in and actively trade instru-

ments with significant risk characteristics, inclu-

ding risks arising fron the volatility of securities,

financial futures, derivatives, currency and interest

rate markets, the leverage factors associaed with

trading in such markets and instruments, and the

potential exposure to loss resulting from counter-

party defaults. The shareholders will bear the risks

resulting from their exposure to alternative invest-

ments in a similar manner as if they had invested

directly in the underlying UCIs of hedge funds.

However, this risk is mitigated in this fund of fund

structure by the fact that the shareholders have an

exposure to a large number, and therefore diversi-

fed portfolio, of hedge funds.

Certain UCIs may not be audited by a reputable firm

of auditors or may be subject to less stringent stan-

dards regarding accounting or auditing, meaning

that the reported value of such investments may

deviate from that which would be reported in coun-

tries with more stringent standards. However, in

order to minimise these risks, a due diligence proce-

dure has been put in place setting out various crite-

ria for the selection of UCIs (see below „Due

Diligence Process“).

C) ILLIQUIDITY OF THE UCIS

Although the Investment Manager will seek to

select UCIs which offer the opportunity to have

their shares or units redeemed within a reasonable

time frame, there is no assurance that the liquidi-

ty of the investments of such UCIs will always be

sufficient to meet redemption requests as, and

when made. Any lack of liquidity may affect the

liquidity of the Units of the Fund and the value of

its investments.

For such reasons the treatment of redemption

requests may be postponed in exceptional circum-

stances including if a lack of liquidity may result in

difficulties to determine the Net Asset Value of the

Units of the Fund and consequently a suspension

of issues and redemptions.

D) INCENTIVE FEE

A portion of the fees of the Management Company

is based on the Fund’s performance. In addition, due

to the specialist nature of the UCIs in which the

Fund invests, many, if not most of such UCIs, may

pay performance fees. Under these arrangements

the Management Company and the Submanagers

will benefit from the appreciation, including any

unrealized appreciation, if the value of the assets

under their management increases, but they may

not similarly be penalized for realized losses or

decreases in the value of such assets. Further,

because several, if not all Submanagers may be paid

in performance fees, it is possible that in a given

11


year such fees will be paid whereas the total Net

Asset Value per Unit of the Fund decreases.

E) FEE STRUCTURE

The Fund incurs the costs of its management and

of the fees paid to the Management Company and

the Custodian Bank and the Transfer, Registrar and

Paying Agent as well as a pro rata portion of the

fees paid by the UCIs in which the Fund invests to

their Submanager or other service providers. As a

result the operating expenses of the Fund may

constitute a higher percentage of the Net Asset

Value than could be found in other investment

schemes. Further, some of the strategies employed

at the level of the UCIs require frequent changes in

trading positions and a consequent portfolio turn-

over. This may involve brokerage commission

expenses to exceed significantly those of other

investment schemes of comparable size.

Potential investors should be aware that the fees

payable to the Management Company are in addi-

tion to the fees paid by the investee UCIs to the

Submanager and fees paid at the level of the funds

in which some UCIs may invest and that, there

may be a duplication of fees.

However, in any event, there will be no duplication

of fees, should the Fund invest in UCIs managed by

BANCA FIDEURAM S.p.A. and its affiliates. Accord-

ingly, the Fund shall not incur any fee or expense

payable to such UCIs.

F) LEVERAGE

Certain UCIs in which the Fund invests operate

with a substantial degree of leverage and are not

limited in the extent to which they either may

borrow or engage in margin transactions. The posi-

tions maintained by such UCIs may in aggregate

value be in excess of the Net Asset Value of the

Fund. This leverage presents the potential for a rate

of total return but also increases the volatility of

the Fund, including the risk of a total loss of the

amount invested.

G) SHORT SALES

The UCIs in which the Fund invests may engage in

short selling of securities which may expose the

portion of the UCI’s assets committed to such

activities to unlimited risk due the lack of an upper

limit on the price to which a security may arise.

However, to the extent that the Fund participates

in short selling activities through a UCI, the Fund’s

losses will be limited to the amount invested in

the particular UCI.

H) ABSENCE OF CUSTODIAN BANKS

Some of the UCIs in which the assets of the Fund

are allocated have a broker as a custodian instead

of a bank. In certain cases these brokers may not

have the same credit rating as a bank. In addition,

contrary to custodian banks in regulated environ-

ments, these brokers will perform only safekeeping

functions with no statutory supervisory obliga-

tions.

I) CONFLICTS OF INTERESTS

Conflicts of interests may arise between the Fund

and the persons or entities involved in the mana-

gement of the Fund and/or the Submanagers of the

UCIs in which the Fund invests. The Sub-managers

normally manage assets of other clients that make

investments similar to those made on behalf of the

undertakings in which the Fund invests. Such clients

could thus compete for the same trades or invest-

ments and whilst available investments or opportu-

nities for each client are generally allocated in a

manner to be believed equitable to each, some of

those allocation procedures may adversely affect

the price paid or received for investments or the size

of positions obtained or disposed.

Generally there may be conflicts of interests be-

tween the best interests of the Fund and an inter-

est of the Investment Manager and the Directors

of the Management Company to generate fees,

commissions and other revenues. In the event that

such a conflict of interests arises, the Directors of

the Management Company will endeavour to

ensure that it is resolved in a fair manner.

Furthermore, some Submanagers have an equity

stake in their own fund. Conflicts of interest can

therefore not be ruled out at the level of the UCIs.

J) NATURE OF THE INVESTMENTS IN THE FUND

Although the Investment Manager seeks to moni-

tor investments and trading activities of the UCIs to

which the Fund has allocated assets, investment

decisions are normally made independently at the

level of such UCI and it is possible that some

Submanagers will take positions in the same secu-

rity or in issues of the same industry or country or in

the same currency or commodity at the same time.

Consequently, the possibility also exists that one

UCI purchases an instrument at about the same

time when another UCI decides to sell it. There is no

guarantee that the selection of the Submanagers

will actually result in a diversification of investment

styles and that the positions taken by the underlying

UCIs will always be consistent.

The assets of the Fund may also be allocated to UCIs

whose primary investment strategies include specu-

lative trading of commodities futures and/or finan-

cial futures contracts and currencies. Commodity

and currency futures prices can be highly volatile

because of the low margin requirements in futures

trading.An extremely high degree of leverage is typi-

cal for futures trading accounts. As a result, a relati-

vely small price movement in a futures contract may

result in substantial losses or gains to the investor.

Similarly some of the UCIs may have the majority of

their assets invested in options and other geared ins-

truments, where a relatively small price movement

in the underlying security or commodity may result

in substantial losses or profits.

There are only very limited constraints on the

investment strategies and techniques that can be

employed by the Submanagers.

As a result of its diversified investments, the Fund

may incur other risks, including currency exchange

risks in respect of assets held in other currencies,

tax risks in respect of assets invested in other juris-

dictions, political risks relating to political, social

and economic factors which may affect the assets

of the UCIs in which the Fund invests, which are

held in countries which may be subject to econo-

mic difficulties, political or social unrest.

K) UMBRELLA STRUCTURE

Some of the UCIs in which the Fund invest may

have an umbrella structure. Any sub-funds of such

a UCI may be liable to debts of other sub-funds on

its assets depending on its own regulations and

applicable laws of its jurisdiction.

L) MARKET-RELATED RISKS

The success of any investment activity is affected by

general economic conditions, which may affect the

level and volatility of interest rates and the liquidity

of the markets for both equities and interest-rate-

sensitive securities. Certain market conditions, inclu-

ding unexpected volatility or illiquidity in the market

in which the Fund directly or indirectly holds posi-

tions, could impair the Fund’s ability to achieve its

objectives and/or cause it to incur losses.

The success of a significant portion of each Sub-

Fund’s investment program will depend, to a great

extent, upon correctly assessing the future course of

the price movements of stocks, bonds, financial ins-

truments and foreign currencies. There can be no

insurance that the Investment Manager, the Sub-

Investment Manager or any Submanager will be

able to predict accurately these price movements.

Portions of the Fund’s assets may be held or traded

in non-EUR currencies and may therefore be sub-

ject to risks associated with investments in such

currencies. In general, foreign exchange rates can be

extremely volatile. Currency prices may be influen-

ced by, among other factors: changing supply and

demand for a particular currency; trade, fiscal and

monetary policies of governments(including exchan-

ge control programs, restrictions on local exchanges

or markets and limitations on foreign investment in

a country or on investment by residents of a coun-

try in other currencies); political events; changes in

balance of payments and trade; EU and non-EU rates

of inflation; international interest rates; internatio-

nal trade restrictions; and currency devaluations and

revaluations. In addition, governments from time to

time intervene, directly and by regulation, in the

currency markets to influence prices directly.

Variance in the degree of volatility of the market

from the Fund’s expectations may produce signifi-

cant losses to the Fund.

13

Despite the heavy volume of trading in securities

and other financial instruments, the markets for

some securities and instruments have limited

liquidity and depth. This limited liquidity and lack

of depth could be a disadvantage to the Sub-Funds

and UCIs, both in the realisation of the prices

which are quoted and in the execution of orders at

desired prices.

Each securities exchange or commodities contract

market typically has the right to suspend or limit

trading in all securities or commodities which it

lists. Such a suspension would render it impossible

for the Sub-Funds and/or their UCIs, to liquidate

positions and, accordingly, expose the Fund to

losses and delays in its ability to redeem Units.

ACCORDINGLY, INVESTMENT IN THE UNITS OF

THE FUND IS ONLY APPROPRIATE FOR INVES-

TORS WHO ARE WILLING TO ACCEPT THE RISKS

AND REWARDS STEMMING FROM SUCH AN

APPROACH.

The foregoing list of risk factors does not purport

to be a complete explanation of the risks involved.

Prospective investors should read the entire

Prospectus and fully evaluate all other information

that they deem to be necessary for determining to

invest in the Fund. Prospective investors should

ensure that they fully understand the content of

this Prospectus.


The due diligence process is based on three stages:

• Submanager Selection

• Portfolio Construction

• Supervision and Risk Management

Manager Selection

In a first step, the Sub-Investment Manager screens

the vast universe of available funds and Submana-

gers, applying a variety of quantitative and quali-

tative criteria to produce a list of funds which

might be interesting for investments. In a second

step, a list of funds which are approved for invest-

ments (the „Investment List“) is established.

Allocations to the different portfolios are made

based on the risk-reward parameter of these indi-

vidual investments.

In order to be eligible for the Investment List, a

fund undergoes a formalized, rigorous manager

due diligence process including the analysis of

extensive preliminary manager questionnaires,

study of contractual matters and one or – in most

cases – several on-site visits. Criteria factored into

the Submanager selection process include portfo-

lio management experience, strategy, style and

decision making process, historical risk and return

patterns, transparency, risk management and the

managers ability to absorb an increase in assets

under management without experiencing a nega-

tive impact on returns. The Sub-Investment

Manager also examines the organizational infra-

structure, including the quality of the investment

professionals and staff, internal controls, and any

potential conflicts of interest. Quantitative tech-

niques are also used to evaluate funds. Risk and

return characteristics are evaluated on a stand-

alone basis as well as compared to a universe of

market indices and to the fund’s peer group.

Furthermore the Sub-Investment Manager consi-

ders the appropriateness of a Submanager’s stra-

tegy in the context of the Fund’s overall portfolio.

Portfolio Construction

The Sub-Investment Manager believes that diver-

sification is critical to success, both as a means of

controlling risk, as well as a method for expanding

profit opportunities. The portfolio is assembled

with quantitative support. The Sub-Investment

Manager seeks to achieve optimal correlation of

the various hedge fund styles as well as optimal

correlation of each individual Submanager within

different investment styles. In addition, the stabi-

lity of correlation over time is carefully analyzed

Due Diligence Process

and stress tests for the portfolio are run under

various market scenarios.

Expected returns for any given fund or strategy are

determined through historical return analysis and

the Sub-Investment Manager’s macro view on

trends in financial markets. As these views can

change, it is expected that the Fund’s capital will

be reallocated from time to time.

Supervision and Risk Management As described

above, the Sub-Investment Manager mitigates risk

by investing in a diversified portfolio of funds.

Through the application of quantitative methods

this portfolio is optimized to obtain an optimal

risk/return pattern. Permanent monitoring and

analyzing of correlation and risk characteristics

allow for quick portfolio adjustments if necessary.

Each Submanager is constantly monitored accord-

ing to the following criteria:

• Performance compared to his peer group;

• Constancy of correlation with other funds in the

portfolio;

• Constancy of strategy style;

• Qualitative aspects like quality of operations,

personnel and risk management.

Deterioration of these criteria will lead to the

removal of a fund from the Investment List and –

consequently – to redemption of shares held in the

fund.

The Fund’s investment program is speculative and

entails substantial risk. There can be no assurance

that the investment objectives of the Fund, includ-

ing its risk monitoring and diversification goals,

will be achieved, and results may vary substantial-

ly over time. Submanagers may consider it appro-

priate, subject to applicable regulations, to utilize

forward and futures contracts, options, swaps,

other derivative instruments, short sales, margin

and leverage in their investment programs. Such

investment techniques can substantially increase

the adverse impacts to which the Fund’s invest-

ments may be subject.

15

A. The Net Asset Value

The Net Asset Value of the Units of each Sub-Fund

is determined in its reference currency. It shall be

determined by the Management Company on each

Calculation Day, by dividing the net assets attri-

butable to each Sub-Fund by the number of Units

of such Sub-Fund then outstanding. The net assets

of each Sub-Fund are made up of the value of the

assets attributable to such Sub-Fund less the total

liabilities attributable to such Sub-Fund as of the

Valuation Day of the month preceding the relevant

Calculation Day.

The assets and liabilities of the Fund shall be allo-

cated in such a manner so that the issue price recei-

ved upon issue of Units connected with a specific

Sub-Fund shall be attributed to that Sub-Fund. All

assets and liabilities of the Sub-Fund as well as inco-

me and expenses which are related to a specific Sub-

Fund shall be attributed to that Sub-Fund. Assets or

liabilities which cannot be attributed to any Sub-

Fund shall be allocated to all the Sub-Funds pro rata

to the respective Net Asset Value of the Sub-Funds.

The proportion of the total net assets attributable to

each Sub-Fund shall be reduced as applicable by the

amount of any distribution to Unitholders, if any,

and by any expenses paid.

Administrators of UCIs held by the Fund shall com-

municate monthly to the Management Company

the Net Asset Value of the relevant UCIs regardless

whether they allow or not redemption of their units

or shares. The Net Asset Value so received may be

adjusted if, in the reasonable opinion of the

Management Company, such value does not reflect

the reasonable value of the UCIs.

In determining the value of the assets of each Sub-

Fund, each share or unit in an open end UCI will be

valued at the last available Net Asset Value whether

estimated or final which is computed for such unit or

shares on the relevant Valuation Day, failing which, it

The Offering


shall be the last Net Asset Value computed prior to

the Valuation Day taken into account to calculate the

Net Asset Value of the Units in the Sub-Fund.

In respect of shares or units held by the Fund, for

which issues and redemptions are restricted and a

secondary market trading is effected between dea-

lers who, as main market makers, offer prices in

response to market conditions, the Management

Company may decide to value such shares or units

in line with the prices so established.

If events have occurred which may have resulted in

a material change of the Net Asset Value of such

shares or units in other UCI since the day on which

the latest Net Asset Value was calculated, the

value of such shares or units may be adjusted in

order to reflect, in the reasonable opinion of the

Management Company, such change of value.

Securities held by the Fund (including shares or

units in closed-end UCIs) which are quoted or

dealt in on a stock exchange will be valued at its

latest available publicised stock exchange closing

price and where appropriate the middle market

price on the stock exchange which is normally the

principal market for such security and each securi-

ty dealt in on any other organised market will be

valued in a manner as near as possible to that for

quoted securities.

The value of a non EUR denominated security is

determined in its national currency and converted

into its EUR equivalent at the foreign exchange rate

in effect on the relevant Valuation Day.

The value of securities not quoted or dealt in on a

stock exchange or another organised market and of

securities which are so quoted or dealt in but in res-

pect of which no price quotation is available or the

price quoted is not representative of the securities’

fair market value, shall be determined prudently and

in good faith on the basis of their reasonably fore-

seeable sales prices.All other assets will be valued at

their respective fair values as determined in good

faith by the Management Company in accordance

with generally accepted valuation principles and

procedures.

Money market instruments and cash will be valued

at face value to which shall be added interest

accrued.

B. Issue of Units

Units shall be subscribed during the initial sub-

scription period at a price such as determined by

the Management Company.

After the initial offering period, the Units are offe-

red for sale on each Valuation Day except in case

of suspension of the Net Asset Value determina-

tion as under section d) hereinafter.

The Management Company may at any time deci-

de not to issue any further Units in a Sub-Fund,

either definitively or temporarily.

Units are issued at the Net Asset Value per Unit

prevailing on the relevant Valuation Day as calcu-

lated on each Calculation Day, without any sub-

scription fee.

If a subscription application is to be carried out on

the Net Asset Value per Unit prevailing on a

Valuation Day, the application must be received by

the Management Company or the Transfer, Registrar

and Paying Agent by 5.00 p.m. Luxembourg time at

least ten Business Days before the relevant Valuation

Day. Any application received after such time is

considered for the immediately following Valuation

Day. The allotment of Units is conditional upon

receipt by the Custodian Bank of cleared monies no

later than ten Business Days before the relevant

Valuation Day. If timely settlement is not made an

application may lapse or be cancelled. Payment for

Units shall be made in the Sub-Fund’s currency;

other currencies may be accepted but will be conver-

ted in the Sub-Fund’s currency at the Unitholder’s

costs.

Units are issued under the form of registered

Units, as non-certificated Units. Ownership of

Units is evidenced by an entry in the register of

the Units. Instead of certificates, Unitholders will

receive written confirmations of Unitholding.

Units may be issued in fractions up to three deci-

mals. Rights attached to fractions of Units are exer-

cised in proportion to the fraction of a Unit held.

Fractions of Units will participate in the liquida-

tion proceeds.

The Units are freely transferable and, upon issue,

are entitled to participate equally in the profits of

the Fund. All Units must be fully paid.

Any transfer of Units shall be established by an

entry in the register of the Units.

Minimum initial and subsequent investments for

each Sub-Fund are detailed in the relevant

Appendix to this Prospectus.

C. Redemption of Units

The Units are redeemable on each Valuation Day

except in case of suspension of the Net Asset Value

determination as under section d) hereinafter.

Units are redeemable at the Net Asset Value per

Unit prevailing on the relevant Valuation Day as

calculated on each Calculation Day without any

redemption fee.

If a redemption application is to be executed at the

Net Asset Value per Unit prevailing on a Valuation

Day, the application must be received by the

Management Company or the Transfer, Registrar and

Paying Agent by 5.00 p.m. Luxembourg time at least

ninety-five days before the relevant Valuation Day.

Any application received after such time is conside-

red for the next following Valuation Day.

Proceeds of redemption will normally be paid by

cheque or bank transfer at the choice of the

Unitholder in the currency of reference of the rele-

vant Sub-Fund.The proceeds will be remitted within

thirty days following the relevant Valuation Day, and

in any case before the next following Valuation Day.

Units redeemed by the Management Company

shall be cancelled.

The redemption of Units of any Sub-Fund may be

temporarily suspended by the Management Com-

pany upon certain conditions described hereinafter.

In addition, in case of massive redemption requests

on any Valuation Day, the Management Company

may decide that part or all of such requests for

redemption will be deferred for such period as the

Management Company considers to be in the best

interests of the Sub-Fund. On the next Valuation Day

following such period, redemption requests so defer-

red will be given priority over requests subsequent-

ly received. The Net Asset Value at which any such

deferred redemptions are effected shall be the Net

Asset Value per Unit prevailing on the Valuation Day

on which such requests are met.

D. Suspension of the Valuation of the Net

Assets of the Fund

The Management Company may temporarily sus-

pend the calculation of the Net Asset Value for one

or more Sub-Funds when:

aa)) any period when any of the principal markets or

stock exchanges on which a substantial portion of

the investments of the Fund from time to time are

quoted is closed otherwise then for ordinary holi-

days, or during which dealings therein are restric-

ted or suspended;

bb)) any period when the Net Asset Value of one or

more UCI, in which the Fund will have invested and

the units or the shares of which constitute a signi-

ficant part of the assets of the Fund, cannot be

determined accurately so as to reflect their fair

market value as at the Calculation Day;

cc)) the existence of any state of affairs which

constitutes an emergency as a result of which dis-

posal or valuation of assets owned by the Fund

would be impracticable;

dd)) any breakdown in the means of communication

normally employed in determining the price of any

of the investments or the current prices on any

market or stock exchange; or

ee)) any period when the Fund is unable to repatria-

te funds for the purpose of making payments on

the redemption of Units or during which any

transfer of funds involved in the realisation or

acquisition of investments or payments due on

redemption of Units cannot be effected at normal

rates of exchange.

The issue and redemption of Units in the Sub-

Fund(s) concerned will also be suspended during

any such period where the Net Asset Value is not

determined.

17


Any such suspension shall be publicised in the

Luxemburger Wort if in the opinion of the Manage-

ment Company it is likely to exceed 10 days and

shall be notified to investors requesting issue or

redemption of Units by the Fund at the time of the

filing of the relevant application.

E. Restriction on Ownership of Units

The Management Company is permitted by the

Management Regulations to discontinue tempora-

rily, cease definitively or limit the issuance of Units

at any time to persons or corporate entities resi-

dent or established in certain countries and terri-

tories. The Management Company may exclude cer-

tain persons or corporate entities from the acquisi-

tion of Units, if such action is necessary for the pro-

tection of the Unitholders and of the Fund, as a

whole. In this connection, the Management

Company may (a) reject in its discretion any sub-

scription for Units; and (b) redeem at any time the

Units held by Unitholders who are excluded from or

limited as to purchasing or holding Units.

The Management Regulations prohibit the

Management Company, the Custodian Bank or any

other person (including any individual, corpora-

tion, partnership, association or other entity) offer-

ing or selling any Units to any other person for

reoffering or resale, directly or indirectly to any

United States Person or to any person in any coun-

try or any other jurisdiction where action or

approval for that purpose is required, or shall

directly or indirectly result in an offer or sale of

any Units, or in the distribution or publication of

any prospectus or other offering material in any

country or other jurisdiction, except in conformity

with the laws and regulations relating to the pla-

cement of securities in the jurisdiction where so

made.

Financial servicing for the Fund is provided by the

Transfer, Registrar and Paying Agent in Luxembourg

in compliance with the laws and regulations regard-

ing the fight against money laundering.

As a result, the identity of Unitholders (a certified

copy of the passport or the identification card)

and/or the status of financial intermediaries (a

recent original extract of the trade register and,

where applicable or if requested, a certified copy

of the business authorization delivered by the

competent local authorities) shall be disclosed to

the Transfer, Registrar and Paying Agent.

Such information shall be collected for complian-

ce reasons only and shall be covered by professio-

nal secrecy incumbent to the Transfer, Registrar

and Paying Agent and its appointed agents in

Luxembourg and banking secrecy.

There shall be no distribution and the net proceeds

of each individual Sub-Fund shall be reinvested.

Distribution Policy

FIDEURAM GESTIONS S.A. was established in

Luxembourg on October 1, 1999 as a joint stock

company under Luxembourg law for an undeter-

mined period of time. FIDEURAM GESTIONS S.A. has

absorbed FIDEURAM MULTIMANAGER FUND

MANAGEMENT COMPANY S.A. with effect on

January 1, 2002. FIDEURAM GESTIONS S.A. quali-

fies as a management company under Chapter 13 of

the 2002 Law.

The articles of incorporation of the Management

Company were published in the Mémorial, on

December 13, 1999. They were amended several

times and for the last time on November 7, 2005

and such amendments were published in the

Mémorial of December 1, 2005.

The Management Company is registered on the

Luxembourg Commercial Register under No. B 71883.

The Management Company

19

The objective of the Management Company is the

creation and the management of Luxembourg col-

lective investment funds as well as the marketing

of such collective investment funds under mana-

gement, the administration of its own assets being

only an ancillary activity. The Management

Company will also provide for administrative ser-

vices to undertakings for collective investment.

The Management Company acts also as manage-

ment company for other Luxembourg under-

takings, including Fideuram Fund.

The Management Company will ensure the central

administration of the Fund except the transfer,

registrar and payment agency services which will

be carried out by Fideuram Bank (Luxembourg)

S.A. as Transfer, Registrar and Paying Agent.

The Management Company shall keep the ac-

counts of the Fund, calculate the Net Asset Value

of the Units of each Sub-Fund and carry out other

usual administrative services, such as in particular

the drafting and sending of the periodic financial

reports of the Fund to the Unitholders and any

other document relating to the Fund which are at

their disposal. The Management Company may

also assist in the preparation and the filing of the

financial reports with the competent authorities.

Finally, the Management Company shall keep the

books and accounting documents, balance sheets

and loss and profit accounts of the Fund available

for inspection by the Unitholders.

As from October 2, 2006, and following a change

in the Fund’s cost structure, the Management

Company will receive a Central Administration fee

described under „CHARGES OF THE FUND“. The

payment of such fee will not trigger any increase

in the amount of charges globally due by the Fund.

The Board of Directors of the Management Com-

pany undertakes all actions necessary to meet the

Management Company’s objectives. In particular,

it is responsible for the management of the Fund’s

assets and it has full power to act on behalf of the

Management Company.

The Management Company has its registered offi-

ce at 13, Avenue de la Porte Neuve, L-1015

Luxembourg. Its fully paid-in capital resources

amount to EURO 10,000,000 and its majority sha-

reholder is BANCA FIDEURAM S.p.A.

The auditor for the Management Company is Ernst

& Young S.A., Munsbach, Luxembourg.

The Management Company will receive a fixed

management fee (the „Management Fee“) equal to

such annual rate of the Net Asset Value of each

Sub-Fund as detailed in the relevant Appendix to

this Prospectus, computed as of each Calculation

Day and paid quarterly.

An annual performance fee (the „Performance

Fee“) will accrue monthly and will be due from the

Sub-Funds’ assets to the Management Company as

of the end of each fiscal year.

The Performance Fee is an amount equal to 15%

of the excess of the Net Asset Value of the Fund

over the high water mark („HWM“) accrued by the

hurdle rate („HR“).

The HR is the 12 month Euribor (act/360) as applic-

able on first business day of each fiscal year that

Performance Fee is calculated. The HR remains

fixed during this calculation period.

The HWM is defined as the highest Net Asset Value

among the NAV computed at the end of each pre-

vious fiscal years since the inception date. At the

inception date the HWM is equal to the Fund’s

inception Net Asset Value.

The Management Company may amend the

Management Regulations in the interest of the

Unitholders and with the consent of the Custodian

Bank.


The Investment Manager has appointed RMF

INVESTMENT MANAGEMENT (the „Sub-Invest-

ment Manager“) to act, under the Investment

Manager’s control and responsibility, as sub-

investment manager responsible for the asset allo-

cation of the Fund. The asset allocation process

will be conducted in accordance with the Due

Diligence Process described hereabove.

The asset allocation process involves the selection

and monitoring of individual UCIs and

Submanagers by using a combination of a quanti-

tative and qualitative due diligence. It is geared

towards identifying exceptional investment talent,

capable of achieving superior, risk adjusted, long-

term performance on a consistent basis.

In consideration for its services, the SubInvestment

Manager shall be paid by the Investment Manager

out of its own fees.

RMF INVESTMENT MANAGEMENT is a company

limited by shares under Swiss law and has its regis-

tered office in Pfäffikon, Schwyz, Switzerland. It

was founded as RMF ASSET MANAGEMENT AG on

December 19, 1994 and changed its name to RMF

INVESTMENT PRODUCTS in January 2000 and

later to RMF INVESTMENT MANAGEMENT in April

2003. Since May 2002, RMF INVESTMENT MANA-

GEMENT is owned by Man Group Plc. RMF INVEST-

MENT MANAGEMENT currently has a staff of

approximately 114 people specializing as a consul-

tant and adviser in non-traditional investment

strategies.

Jaime Castan is the Head Of Hedge Fund Research

for RMF Investment Management and a member of

RMF Management Committee, based in Pfäffikon,

Switzerland. He has spent the last 7 years of his

career directly involved in the alternative asset

management industry. Reporting directly to the CIO,

he is responsible for coordinating RMF’s due diligen-

ce efforts. Jaime joined RMF in August 2006, bringing

19 years of experience in financial markets, asset

allocation and hedge funds, across 3 continents

(Europe, America and Asia). Prior to joining RMF,

Jaime was Managing Director and Global Head of

Risk Management at Vega Asset Management, where

he built and integrated the multi-strategy risk mana-

gement infrastructure of Vega and the Vega Plus

single-manager platform between 2003 and 2006.

Previously, he had held several manager selection

and asset allocation positions in the alternative

The Management Company has appointed FIDEU-

RAM ASSET MANAGEMENT (IRELAND) LIMITED to

act, under the Management Company’s control

and responsibility, as investment manager for the

Fund responsible for the asset allocation of the

Fund pursuant to the terms of an Investment

Management Agreement dated January 16, 2006,

as replaced with effect as of January 1, 2008, ente-

red into for an unlimited duration. Each party may

terminate this agreement by giving a three-month

period notice.

FIDEURAM ASSET MANAGEMENT (IRELAND) LIMI-

TED is an investment manager incorporated in

Ireland on October 18, 2001. On incorporation, its

share capital amounted to EUR 1,000,000 FIDEU-

RAM ASSET MANAGEMENT (IRELAND) LIMITED is

active in the collective management of portfolios,

especially for investment funds.

The Investment Manager had under management

assets in excess of EUR 36,000,000,000 on January

1, 2005.

The principles of the asset allocation process are

described in the regulations adopted by the board

of directors of the Management Company.

Besides, the results of the asset allocation process

are incorporated in specific quarterly guidelines

which are issued in a binding form to the Invest-

ment Manager.

In consideration for its services, the Investment

Manager shall be paid by the Management Com-

pany out of its own fees.

The Sub-Investment Manager

The Investment Manager

21

The Management Company has appointed KPMG

Audit, Luxembourg, as the Independent Control

Unit, for the regular control of the investment

decisions taken by the Investment Manager and

the Sub-Investment.

KPMG Audit will control, at least on a monthly basis,

aa)) the compliance of any investment made by the

Sub-Investment Manager under the control and

responsibility of the Investment Manager with the

Sub-Funds’ investment policy and investment res-

trictions as set forth in this Prospectus;

bb)) the professional qualification of the Investment

Manager and the Sub-Investment Manager; and

cc)) the Due Diligence Process as described on page

14 of this Prospectus.

After each mission, a report drawn up by KPMG

Audit is addressed to the attention of Board of

Directors of the Management Company and des-

cribes the control procedures put in place by

KPMG Audit in accordance with the terms of the

given mandate as well as the results thereof.

The Independent Control Unit consists of the fol-

lowing members:

Nathalie DOGNIEZ

Mrs. Dogniez is a partner with KPMG Audit and has

been working in the audit of undertakings for col-

lective investment since 1989. She is a qualified

auditor since 1994. Mrs. Dogniez is responsible for

the investment fund activity with KPMG Audit and

more particularly for the alternative sector.

Yves COURTOIS

Mr. Courtois obtained its business engineer degree

at the Solvay Business School (Belgium) and a

Masters in Accounting at the Katholieke Universi-

teit Leuven (Belgium). Mr. Courtois is a corporate

finance manager with close to 8 years of expe-

rience with KPMG Audit. Its areas of expertise include

financial risk management, alternative investment,

corporate valuation, securitisation, M&A and due

diligence.

Pierre GOES

Mr. Goes is a graduate of the Solvay Business

School (Belgium) and the Vrije Universiteit

Brussels (Belgium). He is an active member of

KPMG Audit investment funds practice. Mr. Goes

has a 8 years experience in audit, primarily in

Luxembourg but also in Dublin and Brussels. His

experience includes hedge funds, funds of hedge

funds, capital protected and SAS 70 assignments

at hedge funds administrators.

KPMG Audit, represented jointly by Nathalie

Dogniez, Yves Courtois and Pierre Goes who are

the three persons in charge of this mandate and

who have a significant experience in the control of

hedge funds, will provide the Management

Company with a report describing the control pro-

cedures put in place by KPMG Audit pursuant to

the terms of their mandate and the results thereof.

The Independent Control Unit

investment areas of Banco Santander (now Optimal

Investment Services) and Credit Suisse. Between

1987 and 2000 Jaime held several proprietary tra-

ding, market making and managerial roles with La

Caixa, Sumitomo Bank, JP Morgan and Banco

Santander. Jaime holds a BA in Business and

Marketing from ESIC in Madrid.

Herbert Item is the Chief Investment Officer and

head of leveraged finance and convertible bonds for

RMF Investment Management, based in Pfäffikon,

Switzerland. He is a member of the management

committee and the investment strategy committee

of RMF Investment Management. Prior to joining

RMF in 1997, he spent seven years with Salomon

Brothers AG, most recently on the board of Salomon

Brothers Finanz, Zurich, responsible for trading. Mr

Item previously completed a number of assignments

in Frankfurt and London with the same company

having started his career with Swiss Bank

Corporation (SBC) in 1987. Mr Item received his

degree (lic. oec. HSG) in banking from the University

of St. Gallen, Switzerland. He is a CFA charterholder

and a member of the Swiss Society of Investment

Professionals (SSIP).


FIDEURAM BANK (LUXEMBOURG) S.A. has been

appointed to act as the Custodian of the Fund’s

assets (the „Custodian Bank“) by the Management

Company in compliance with the Management

Regulations and pursuant to an agreement made

on December 31, 2001. This Agreement may be

amended by mutual consent of the parties. The

Custodian Bank has been appointed for an unde-

termined duration. The Custodian Bank’s remune-

ration is described under „CHARGES OF THE

FUND“.

The Custodian Bank shall also carry out transfer,

registrar and payment agency services for the Units

of the Fund. In this capacity, the Custodian Bank

shall keep the register of the Units and shall carry

on the issue, redemption and conversion of the

Units of the Fund.The Custodian Bank shall be char-

ged by the Management Company to deliver to the

subscribers written confirmations of the entry in

the register of the Units against payment of the

corresponding Net Asset Value, and shall receive

and deal with the redemption and conversion appli-

cations.

Cash and other assets constituting the assets of

the Fund shall be held by the Custodian Bank on

behalf of and for the exclusive interest of the

Unitholders.

The Custodian Bank may under its responsibility,

with the agreement of the Management Company,

entrust the safe-keeping of securities to other

banks, to financial institutions or to securities

clearing houses such as Clearstream and Euroclear.

This will, however, not affect the Custodian Bank’s

liability.

The Custodian Bank may dispose of the Fund’s

assets and make payments to third parties on

behalf of the Fund pursuant to instructions from

the Management Company complying always with

the Management Regulations and the 2002 Law.

To the extent the Fund borrows from the

Custodian Bank, it borrows at rates that are com-

parable to those charged to the Custodian Bank’s

unaffiliated institutional clients of a similar size,

level of activity and mix of business. The Custodian

Bank performs all operations concerning the daily

administration of the Fund’s assets.

The Custodian Bank further carries out the instruc-

tions of the Management Company and, complying

with the instructions of the Management Company,

settles any transaction relating to purchase or dis-

posal of the Fund’s assets.

The Custodian Bank is entrusted moreover by the

Management Company with the duty to settle the

securities purchased, to deliver the securities sold,

to receive dividends and interest from securities

and to exercise subscription and attribution rights

attached to these.

The Custodian Bank shall moreover:

aa)) ensure that the sale, issue, redemption, conver-

sion, (if any), and cancellation of Units effected for

the account of the Fund or by the Management

Company are carried out in accordance with the

provisions of the law and the Management

Regulations;

bb)) carry out all instructions issued by the

Management Company, provided these are not in

violation of the law or the Management Regu-

lations;

cc)) ensure that, in transactions involving the Fund’s

assets, the consideration is remitted to it within

the usual time limits;

dd)) ensure that the Fund’s income is applied in

accordance with the Management Regulations.

The Custodian Bank shall, in compliance with

Luxembourg law, be liable to the Management

Company and the Unitholders for any loss incurred

by them and resulting from its failure to execute or

from its wrongful execution of its duties. The

Custodian Bank shall not have any responsibility in

connection with the safekeeping of the assets of the

UCIs in which the Fund invests. Moreover, the

The Custodian Bank - The Transfer, Registrar and Paying Agent

Custodian Bank shall not exercise any control on

the investment decisions taken by the UCIs in which

the Fund invests. The Custodian Bank or the

Management Company may at any time, subject to

advance notice of at least three months from one

party to the other, terminate the Custodian Bank’s

duties, it being understood that the Management

Company is under a duty to appoint a new

Custodian Bank who shall assume the functions and

responsibilities defined by the 2002 Law and the

Management Regulations.

Pending its replacement, which must take place

within two months from the time the notice shall

have elapsed, the Custodian Bank shall take all

necessary steps for the safe-keeping of the inter-

est of the Unitholders.

FIDEURAM BANK (LUXEMBOURG) S.A. was incor-

porated on October 1, 1998 as a société anonyme.

On incorporation, its capital amounted to EUR 20

million.

FIDEURAM BANK (LUXEMBOURG) S.A. has further

been appointed as the Fund’s registrar and transfer

agent and paying agent (the „Transfer, Registrar

and Paying Agent“) pursuant to the same agree-

ment with the Management Company. In such

capacity FIDEURAM BANK (LUXEMBOURG) S.A.

furnishes registration and transfer agent services

and activities as a paying agent for the Units in the

Fund. The Transfer, Registrar and Paying Agent is

further entrusted by the Management Company

with the duty to issue contract notes to investors.

The Transfer,Registrar and Paying Agent is appoin-

ted for an undetermined duration. The Transfer,

Registrar and Paying Agent or the Management

Company may each terminate the Agreement sub-

ject to 90 days’ prior notice. The Transfer, Registrar

and Paying Agent’s remuneration is described

under „CHARGES OF THE FUND“.

23

The following costs are borne directly by the Fund:

11.. The management fee and the performance fee

paid to the Management Company and mentioned

under „THE MANAGEMENT COMPANY“.

22.. Standard brokerage and bank charges incurred

by the Fund’s transactions.

33.. Any additional non-recurrent fees, including

legal advice, incurred for exceptional steps taken in

the interests of the Unitholders (they may be

amortized over 5 years period).

44.. A Central Administration fee to the Mana-

gement Company at the standard rates applied in

Luxembourg market, calculated monthly and paid

quarterly, based on the assets of the Fund at the

end of the relevant month.

55.. The Custodian Bank and Transfer, Registrar and

Paying Agent fees corresponding to the usual rates

charged by banks in Luxembourg, calculated

monthly and paid quarterly, based on the net

assets of the Fund during the relevant month and

the Custodian Bank correspondent safekeeping

charges.

66.. All other expenses incurred in the Fund’s opera-

tions.

77.. The annual 0.05% Luxembourg subscription tax,

as well as any applicable V.A.T. payable on the

Fund related expenses, whether charged directly or

indirectly to the latter.

The amount of the costs borne by the Fund shall

be published in the annual and semi-annual

reports of the Fund.

The following costs are borne by the Management

Company out of its own assets:

11.. The Investment Manager’s fees.

22.. The expenses of establishing the Fund and any

Sub-Fund.

33.. The distribution fees.

Charges of the Fund


Charges shall be allocated to the relevant Sub-

Fund for which they were incurred or otherwise

prorated to each of them, based on objective cri-

teria determined by the Management Company.

All costs (including brokerage fees) of purchasing

or selling assets of the Fund and any losses incur-

red in connection therewith, are for the account of

the Fund in the relevant Sub-Fund.

It should be noted that the investment policy of

the Fund is to invest in UCIs and will result in a

duplication of certain costs that will be charged

both to the underlying UCI by its service providers,

as well as to the Fund by the service providers of

the Fund. Such costs will include, but are not limi-

ted to, formation expenses, custodian, domiciliary,

management fees, audit expenses and other asso-

ciated costs.



BANCA FIDEURAM S.p.A. or any of its affiliates.

Accordingly the Fund shall not incur any fee or

expense payable to such UCIs.

In the relations between the Unitholders and third

parties (i.e., creditors), each Sub-Fund shall be obli-

ged to the payment of its own debts, and the cre-

ditors are entitled to claim only on all the assets of

the particular Sub-Fund to which the debts are

related. Each Sub-Fund is then treated as a separa-

te entity with its own assets, liabilities and costs.

Under present Luxembourg law there are no

Luxembourg ordinary income, capital gains, estate

or inheritance taxes payable by the Fund or its

Unitholders in respect of their Units in the Fund,

except by Unitholders who are domiciled in, or

residents of, or have a permanent establishment in

the Grand-Duchy of Luxembourg and except by

certain former Luxembourg residents. The Fund is

subject to the taxes on Luxembourg collective

investment undertakings at the rate of 0.05% per

annum, based and payable upon the value of the

net assets of the Fund on the last day of each

calendar quarter. The value of the assets represen-

ted by the units held in other Luxembourg under-

takings for collective investment will be exempted

from any subscription tax.

The Management Company will use its best efforts

to conduct its operations in a manner which will

preclude the Fund from being subject to tax in any

jurisdiction other than Luxembourg.

Income derived from the Fund’s investments in

securities held in certain Sub-Funds may be subject

to withholding taxes withheld at source or in the

countries of the issuers of such securities and may

not always be recoverable.

Prospective purchasers of Units should consult

their own tax advisors as to the taxes applicable to

the acquisition, holding or disposition of Units

under the laws of the countries of their respective

citizenship, residence or domicile.

Luxembourg Taxation

The Fund and the Sub-Funds shall be established

for an indefinite period.

Unitholders, their heirs and any other beneficiaries

may not demand the dissolution or division of the

Fund.

The Fund may be liquidated at any time by mutual

agreement of the Management Company and the

Custodian Bank.

Furthermore, liquidation shall take place if requi-

red according to Article 66 of the 2002 Law (inso-

far as it makes Article 22 applicable). Notice must

Liquidation and Merger

be given without delay by the Management

Company or the Custodian Bank in accordance with

Article 15 of the Management Regulations. No

Units may be issued as soon as the event giving rise

to liquidation occurs. The Management Company

shall dispose of the Fund’s assets in the best inter-

est of the Unitholders and the Custodian Bank shall

distribute the net liquidation proceeds, after

deduction of liquidation charges and expenses, to

the Unitholders in proportion to their holdings, in

accordance with the directions of the Management

Company. Proceeds which cannot be distributed to

the Unitholders at the close of liquidation shall be

deposited with the „Caisse de Consignation“ in

Luxembourg until expiry of the prescribed period.

In the event of special circumstances beyond its

control, such as political, economic, military or other

emergencies the Management Company is also

empowered to liquidate any of the Sub-Funds. A

notice of such liquidation to the Unitholders shall be

notified by mail to each Unitholder. The

Management Company shall redeem the Units of

the concerned Sub-Fund and reimburse the Unit-

holders in proportion to their respective holdings.

The liquidation proceeds which cannot be distri-

buted at the close of liquidation of the Sub-Fund

shall be deposited with the Custodian Bank during a

period of 6 (six) months; any remaining amount

after these 6 months will be deposited with the

Caisse de Consignation in Luxembourg.


control, such as political, economic, military or other

emergencies, the Management Company may deci-

de to merge such Sub-Fund with another existing

Sub-Fund or to contribute the assets and liabilities

of the Sub-Fund to another Luxembourg undertaking

for collective investment. Notice of such a merger or

contribution will be given at least one month prior

thereto to the investors. Such notice shall be notified

to each Unitholder by mail. Each Unitholder concer-

ned by the merger or the contribution shall be given

the possibility within a period of one month as of

the date of notification to request the repurchase of

its Units free of charge. At the expiry of this one (1)

month’s period any Unitholder which did not

request the repurchase of its Units shall be bound by

the decision relating to the merger or the contribu-

tion.

The Management Company does not consider to

merge any Sub-Fund with another foreign invest-

ment fund.

25

The annual audited reports will be available to

Unitholders at the registered office of the

Management Company within four months of the

close of the financial year. The annual report shall

include reports on the Fund in general and on the

individual Sub-Funds.

Unaudited semi-annual reports of the Sub-Funds

will also be made available in the same manner

within two months of the end of the period to

which they refer.

Separate accounts are drawn up for each Sub-

Fund. The total of the Sub-Funds represents the

Fund’s assets.

Other information on the Fund or the Manage-

ment Company, as well as on the Net Asset Value,

the issue price and redemption price may be obtai-

ned on any Business Day at the registered office of

the Management Company. Any information relat-

ing to a suspension of the calculation of the Net

Asset Value as well as of the issue price and

redemption price shall be published in newspapers

in countries where the Units shall be offered or

sold.

All notifications to Unitholders shall be published

in the Mémorial where required by law, as well as

in one newspaper of general circulation. The

Management Company may also include publica-

tions in other newspapers of countries where Units

are offered or sold.

Information to Unitholders


The following documents are available for inspec-

tion at the registered offices of the Management

Company:

11.. The Management Regulations;

22.. The Articles of Incorporation of the Manage-

ment Company;

33.. The following agreements:

• the Investment Management Agreement be-

tween the Management Company and FIDEU-

RAM ASSET MANAGEMENT (IRELAND) LIMITED

dated January 16, 2006 as replaced with effect

as of January 1, 2008;

• the Sub-Investment Management Agreement

between the FIDEURAM ASSET MANAGEMENT

(IRELAND) LIMITED and RMF INVESTMENT

MANAGEMENT dated January 16, 2006.

• the Custodian and Service Agreement between

the Management Company and FIDEURAM BANK

(LUXEMBOURG) S.A. dated December 31, 2001;

The agreements referred to above may be amended

by mutual consent between the parties thereto.

Documents available for Inspection

a) Representative and Paying Agent

FIDEURAM BANK (SUISSE) S.A., 14, Stockerstrasse

CH-8022 Zurich, acts as representative for the

Fund and paying agent for the Units of each Sub-

Fund in Switzerland. The Prospectus, the Manage-

ment Regulations, the annual reports and the

semi-annual reports are available free of charge at

the registered office and the branch of FIDEURAM

BANK (SUISSE) S.A..

b) Publications

The publications of the Sub-Funds in Switzerland

will be made in the Swiss Commercial Gazette

(„Schweizerisches Handelsamtblatt“) and in the

Corriere del Ticino.

The subscription and redemption prices for each

Sub-Fund in addition to any possible fees will be

published at least twice a month in the Corriere

del Ticino.

c) Place of performance and jurisdiction

The place of performance and place of jurisdiction

with respect to obligations and legal questions

relating to the sale of the Units of the Sub-Funds

in and from Switzerland shall be Zurich.

d) Information about UCIs

Investors may at any time ask FIDEURAM BANK

(SUISSE) S.A. for information about the different

funds in which investments are made.

Information for investors in Switzerland(subject to local authority authorisation)

The Management Regulations are governed by the

laws of the Grand-Duchy of Luxembourg.

Any dispute arising between the Unitholders, the

Management Company and the Custodian Bank

will be submitted to the jurisdiction of the Tribunal

d’Arrondissement de Luxembourg. However, the

Management Company and the Custodian Bank

may subject themselves and the Fund to the juris-

diction of the courts of the countries in which the

Units of the Fund are sold with respect to claims

by investors resident in such countries.

English shall be the governing language of the

Prospectus and of the Management Regulations.

Applicable Law and Jurisdiction; Governing Language

Management Company FIDEURAM GESTIONS S.A.

13, Avenue de la Porte Neuve

L-1015 Luxembourg

Board of Directors of the Franco TUTINOManagement 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


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

MANAGEMENT REGULATIONSA mutual Fund under Luxembourg law

April 2008

These Management Regulations of the Mutual

Investment Fund („Fonds Commun de Placement“)

FIDEURAM MULTIMANAGER FUND and any future

amendments thereto, occurring in accordance with

Article 14 below, shall govern the legal relationship

between:

ii)) The Management Company FIDEURAM GES-

TIONS S.A., a joint stock company with its registe-

red office in Luxembourg, 13, Avenue de la Porte

Neuve (the „Management Company“);

iiii)) the Custodian Bank FIDEURAM BANK (LUXEM-

BOURG) S.A., a joint stock company with its regis-

tered office in Luxembourg, Rue des Bains, 17A

(the „Custodian Bank“) and

iiiiii)) the subscribers and holders of Units (the

„Unitholders“) who shall accept these Manage-

ment Regulations by the acquisition of such Units.

Article 1.

THE FUND

FIDEURAM MULTIMANAGER FUND (hereinafter

the „Fund“) is an open-ended mutual investment

fund under the laws of the Grand-Duchy of

Luxembourg governed by Part II of the law of

December 20, 2002 relating to undertakings for

collective investment (the „Law“) as its invest-

ment objectives 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 Law. The Management Company intends to

create Sub-Funds, having specific investment poli-

cies.

The Fund is divided in separate Sub-Funds, invest-

ing their net assets in particular categories of

Undertakings for Collective Investment („UCIs“)

known as Hedge Funds. The Fund is managed in the

interest of the Unitholders by the Management

Company. The assets of the Fund shall be held by

the Custodian Bank and are separated from those

of the Management Company.

The entire assets of the Fund, which are separate

from those of the Management Company, are the

joint property of all Unitholders who have equal

rights in proportion to the number of Units they

hold in the individual Sub-Funds. The Unitholders

of the same Sub-Fund are treated equally and have

the same rights. There is no meeting of the

Unitholders. The subscription to or acquisition of

Units in the Fund implies acceptance of these

Management Regulations by the Unitholders.

Each Sub-Fund shall be treated as a separate enti-

ty whose assets constitute the joint coproprietor-

ship between its Unitholders.

In the relations between the Unitholders and third

parties (i.e. creditors), each Sub-Fund shall be obli-

ged to the payment of its own debts and the cre-

ditors are entitled to claim only on all the assets of

the particular Sub-Fund to which the debts are

related.

The Management Company may decide at any

time to create new Sub-Funds corresponding to

different portfolio of assets and to dissolve exist-

ing ones to any time.

Article 2.

THE MANAGEMENT COMPANY

The Fund shall be managed on behalf of the

Unitholders by the Management Company, which

has its registered office in Luxembourg.

The Management Company is vested with extensi-

ve powers, within the limitations of Article 4

below, in managing the Fund on behalf of the

Unitholders, in particular it shall be entitled to

buy, sell, subscribe for, exchange and receive any

securities and assets and to exercise all the rights

directly or indirectly connected with the Fund’s

assets. The Board of Directors of the Management

Company shall determine the investment policy of

the Fund in accordance with the limitations set

out in Article 4 below.

The Management Company shall ensure the cen-

tral administration of the Fund except the transfer,

registrar and payment agency services which will

be carried on by Fideuram Bank (Luxembourg) S.A.

as Transfer, Registrar and Paying Agent.

29

The Management Company shall keep the ac-

counts of the Fund, calculate the Net Asset Value

of the Units of each Sub-Fund and carry on other

usual administrative services, such as in particular

the drafting and sending of the periodic financial

reports of the Fund to the Unitholders and any

other document relating to the Fund which are at

their disposal. The Management Company may

also assist in the preparation and the filing of the

financial reports with the competent authorities.

Finally, the Management Company shall keep the

books and accounting documents, balance sheets

and loss and profit accounts of the Fund available

for inspection by the Unitholders.

The Management Company may, in general, call on

information services, consultants and other ser-

vices; any fees they incurred shall be borne exclu-

sively by the Management Company.


pany may delegate some management and/or

supervisory activities relating to the Fund to one

or more committees composed of one or more

members of the Board of Directors of the Manage-

ment Company and/or one or more third persons

having the required professional qualifications.


pany may also at its own costs appoint one or

more managers who shall assist the Management

Company or any committees approved by it in the

asset management of the Fund and each of its

Sub-Funds.

Article 3.

THE CUSTODIAN BANK - THE TRANSFER,

REGISTRAR AND PAYING AGENT

The Management Company has appointed FIDEU-

RAM BANK (LUXEMBOURG) S.A., a société anonyme

organised under Luxembourg law, with its registe-

red office in Luxembourg, as Custodian Bank.

The Custodian Bank shall also carry on transfer,

registrar and payment agency services for the

Units of the Fund. In this capacity, the Custodian

Bank shall keep the register of the Units and shall

carry on the issue, redemption and conversion of

the Units of the Fund. The Custodian Bank shall be

charged by the Management Company to deliver

to the subscribers written confirmations of the

entry in the register of the Units against payment

of the corresponding Net Asset Value, and shall

receive and deal with the redemption and conver-

sion applications.

Either the Management Company or the Custodian

Bank may at any time terminate the Custodian

Bank’duties subject to advance notice of at least

three months from one party to the other, it being

understood that the Management Company is

under a duty to appoint a new Custodian Bank

who shall assume the functions and responsibili-

ties defined by the Law and these Management

Regulations.

Pending its replacement, which must take place

within 2 months from the time the notice shall

have elapsed, the Custodian Bank shall take all the

necessary steps for the safe-keeping of the inter-

est of the Unitholders.

The Management Company has entrusted the cus-

tody of the Fund’s assets to the Custodian Bank.

The Custodian Bank shall carry out all operations

concerning the day-to-day administration of the

assets of the Fund. The Fund’s assets, i.e. cash and

other assets, shall be held by the Custodian Bank

on behalf of and for the exclusive interest of the

Unitholders.

The Custodian Bank may dispose of the Fund’s

assets and make payments to third parties on

behalf of the Fund pursuant to instructions from

the Management Company and within the scope

of these Management Regulations and the Law.

With the agreement of the Management Company

and under its own responsibility, the Custodian

Bank may entrust the safe-keeping of securities to

other banks, to financial institutions or to securi-

ties clearing houses such as Clearstream Banking

and Euroclear. This will, however, not affect the

Custodian Bank’s liability.

FIDEURAM MULTIMANAGER FUND - Management Regulations30

The Custodian Bank shall also:

aa)) ensure that the sale, issue, redemption and can-

cellation of Units effected for the account of the

Fund or by the Management Company are carried

out in accordance with the provisions of the law

and these Management Regulations;

bb)) carry out all instructions issued by the Manage-

ment Company, provided these are not in violation

of the law or these Management Regulations;

cc)) ensure that, in transactions involving the Fund’s

assets, the consideration is remitted to it within

the usual time limits;

dd)) ensure that the Fund’s income is applied in

accordance with these Management Regulations.

The Custodian Bank pays out of the accounts of the

Fund only such remunerations to the Management

Company as are laid down in these Management

Regulations.

The Custodian Bank is entitled to remunerations

according to these Management Regulations.

In the context of their respective duties, the Mana-

gement Company and the Custodian Bank must

act independently and solely in the interest of the

Unitholders.

Article 4.

INVESTMENT OBJECTIVE AND POLICY

INVESTMENT LIMITATIONS

Investment Objective and Policy The Fund’s objec-

tive is to achieve long-term, risk adjusted capital

appreciation by investing its assets in a diversified

portfolio of UCIs using non conventional or alter-

native asset management strategies. The Fund

operates as a Fund of Funds, investing its assets in

a portfolio of UCIs which are generically known as

Hedge Funds, primarily managed by independent

investment managers in the United States of

America and using alternative management stra-

tegies.

Each Sub-Fund shall be invested in particular cate-

gories of UCIs according to investment style, geo-

graphical areas, industrial sectors and monetary

zones, as the Management Company may deter-

mine.

There can be no assurance that the Fund will

achieve its investment objective.

The Management Company shall determine the

denomination currency of each Sub-Fund.

Investment Limitations

The Management Company and each Sub-Fund

will at all times respect the Investment Limitations

as set out in this Section.

I. Restrictions applicable to investments in UCIs

A Sub-Fund may not invest, in principle, more than

20% of its net assets in securities issued by the

same UCI. For the purpose of this 20% limit, each

compartment of a UCI with multiple compart-

ments is to be considered as a distinct UCI on the

condition that the principle of segregation of the

commitments of the different compartments

against third parties is assured.

Each Sub-Fund may hold more than 50% of the

units of a UCI on the condition that if the UCI is an

umbrella UCI, the investment by the Sub-Fund in

the legal entity constituting the UCI is less than

50% of the net assets of the Sub Fund.

These restrictions are not applicable to the acquisi-

tion of units of open-ended UCI that are subject to

risk diversification requirements similar to those

applicable to Luxembourg Part II UCIs and if these

UCIs are subject in their country of origin to perma-

nent supervision performed by a supervisory autho-

rity set up by law to ensure the protection of inves-

tors. This may not result in an excessive

concentration of investments by the Sub-Fund in

one UCI, it being understood that for the purposes of

this limit each sub fund of an umbrella UCI is consi-

dered as a distinct UCI on the condition that the

principle of segregation of the commitments of the

different sub funds against third parties is assured.

A Sub-Fund may not invest less than 80% of its

net assets in UCIs which are open-ended UCIs

(whereby the term “open-ended” shall mean that

redemptions of the shares or units in such UCIs are

31

allowed at least on a quarterly basis) or closed-

ended UCIs (listed on an official exchange, or dealt

in on another recognised market which is regu-

lated, operating regularly and open to the public),

provided that at least 50% of its net assets are at

any time invested in open-ended UCIs.The Mana-

gement Company must ensure that the portfolios

of the UCIs have sufficient liquidity to allow it to

fulfil the Fund’s repurchase obligations.

A Sub-Fund may not acquire shares or units of

UCIs which, in accordance with their investment

policy, principally invest in other UCIs; this restric-

tion does not apply to shares or units of feeder

UCIs which in accordance with their investment

policy, invest all their net assets in one master UCI

provided that the master UCI does not principally

invest in other UCIs.

II. Restrictions applicable to other investments

11.. Each Sub-Fund will not be entitled to:

ii)) invest more than 10% of its gross assets in

transferable securities which are not listed on a

stock exchange or not negotiated on another regu-

lated market, which operates regularly, is recogni-

sed and open to the public;

iiii)) acquire more than 10% of securities of the

same nature issued by the same issuer;

iiiiii)) invest more than 20% of its gross assets in

securities issued by the same issuer.

The restrictions set out in (i) to (iii) above are not

applicable to securities issued or guaranteed by an

OECD Member State or its local authorities or by

other supranational organisations.

The restrictions set out in (i) to (iii) are not appli-

cable to securities issued by UCIs.

The restriction set out in (i) does not apply to

securities for which a listing has been requested

and is obtained within one year, in which case

they are considered as listed securities.

The restriction set out in (i) does not apply either

to money market instruments issued by first class

issuers which are either traded regularly, or which

have a residual maturity of less than 12 months,

provided that the average residual maturity of all

money market instruments which are not traded

regularly does not exceed 120 days.

22.. A Sub-Fund may not invest, without prejudice to

the application of the provisions set out above:

ii)) borrow or otherwise use leverage exceeding 25%

of its net assets, provided that no more than 15%

of its net assets may be used for investment pur-

poses. The remaining portion of 10% of its net

assets may solely be used to bridge short term lia-

bilities, including for the satisfaction of redemp-

tion requests,

iiii)) grant loans to any Unitholder,

iiiiii)) carry out short sales of securities, provided

however that the UCIs, in which the Fund shall

invest, may carry out such short sales;

iivv)) invest in physical commodities or other physi-

cal assets (such as art, antiques, etc.) provided

that the individual UCIs may, under exceptional

circumstances, be compelled to acquire physical

commodities positions for a limited period of time.

III. Use of techniques and instruments

Within the limits set forth below the Fund may

employ the following techniques and instruments

intended to provide protection exclusively against

exchange risks:

ii)) it may sell calls and/or futures contracts on cur-

rencies, buy puts on currencies, or enter into other

financial instruments, provided such calls, puts,

futures or other financial instruments are traded

on a recognised exchange or regulated market,

which operates regularly and is open to the public;

iiii)) further, the Fund may enter into currency for-

ward contracts or currency swaps on the OTC mar-

ket with highly rated financial institutions.

The amounts of all pending transactions shall not

exceed the market exposure of the relevant assets

of the Sub-Fund concerned denominated in the

currency to be hedged.


In case a Sub-Fund invests directly in fixed income

securities, the Fund may, exclusively to provide

protection against interest rate risks, enter into

interests rates futures sales contracts or purchase

put options on interest rates or enter into interest

rate swaps for amounts not exceeding the corres-

ponding risk of fluctuation of the corresponding

portion of its portfolio. Such contracts or options

must be denominated in the currencies in which

the assets of the Sub-Fund are denominated, or,

when circumstances so warrant, in currencies

which are likely to fluctuate in a similar manner,

and they must be listed on an exchange or dealt on

a regulated market, provided however that interest

rate swap transactions may be entered into priva-

te agreement with highly rated financial institu-

tions;

The Fund may not place the assets of a Sub-Fund

in „Managed Accounts“, neither directly, nor indi-

rectly through a subsidiary of the Fund.

The Management Company may from time to time

impose further investment restrictions as shall be

compatible with or in the interests of the

Unitholders, in order to comply with the laws and

regulations of the countries where the Units of the

Fund are distributed.

The restrictions set forth above shall only be appli-

cable at the time where the relevant investment is

made. If the restrictions are exceeded as a result of

any events other than the making of investments,

the situation shall be remedied taking due account

of the interest of the Unitholders.

Article 5.

ISSUE OF UNITS

Units shall be subscribed during the initial sub-

scription period at a price such as determined by


After the initial offering period, the Units are offe-

red for sale monthly on each Valuation Day except

in case of suspension of the Net Asset Value deter-

mination as under Article 8 hereinafter.




scription fee.


a Valuation Day, the application must be received

by the Management Company or the Transfer,

Registrar and Paying Agent by such an hour and

within a prior notice period as determined by the

Management Company before the relevant

Valuation Day. Any application received after such

time is considered for the immediately following

Valuation Day. Allotment of Units is conditional

upon receipt by the Custodian Bank of cleared

monies no later than a certain date before the

relevant Valuation Day as determined by the

Management Company. If timely settlement is not

made an application may lapse or be cancelled.

Payment for Units shall be made in the Sub-Fund’s

currency; other currencies may be accepted but

will be converted in the Sub-Fund’s currency at the

Unitholder’s costs.

The Management Company shall determine the

initial and subsequent minimum investment in

each Sub-Fund.

The Management Company may at any time deci-

de not to issue any futher Units in a Sub-Fund,

either definitively or temporarily.

Article 6.

UNIT OWNERSHIP

Units are issued under the form of registered

Units, as non-certificated Units. Ownership of

Units is evidenced by an entry in the register of

the Units. Instead of certificates, Unitholders will

receive written confirmations of Unitholding.

Units may be issued in fractions up to three deci-

mals. Rights attached to fractions of Units are

exercised in proportion to the fraction of a Unit

held.

Fractions of Units will participate in the liquida-

tion proceeds.

The Units are freely transferable and, upon issue,

are entitled to participate equally in the profits of

the Fund. All Units must be fully paid.

33

Any transfer of Units shall be established by an

entry in the register of the Units.

Article 7.

NET ASSET VALUE

The Net Asset Value of the Units of each Sub-Fund

is determined in its reference currency. It shall be

calculated by the Management Company at least

once a month, on such day as determined by the

Management Company from time to time (a

„Calculation Day“), by dividing the net assets attri-

butable to each Sub-Fund by the number of Units

of such Sub-Fund then outstanding. If such day is

not a Business Day, then the Net Asset Value of the

Units shall be calculated on the following Business

Day. The net assets of each Sub-Fund are made up

on the value of the assets attributable to such

Sub-Fund less the total liabilities attributable to

such Sub-Fund as of the last Business Day of the

month preceding the relevant Calculation Day (the

„Valuation Day“).

The assets and liabilities of the Fund shall be allo-

cated in such a manner so that the issue price

received upon issue of Units connected with a spe-

cific Sub-Fund shall be attributed to that Sub-

Fund. All assets and liabilities of the Sub-Fund as

well as income and expenses which are related to

a specific Sub-Fund shall be attributed to that Sub-

Fund. Assets or liabilities which cannot be attribu-

ted to any Sub-Fund shall be allocated to all the Sub-

Funds pro rata to the respective Net Asset Value of

the Sub-Funds.The proportion of the total net assets

attributable to each Sub-Fund shall be reduced as

applicable by the amount of any distribution to

Unitholders, if any, and by any expenses paid.

In determining the value of the assets of each Sub-

Fund, each share or unit in an open-end UCI will be

valued at the last available net asset value whether

estimated or final which is computed for such unit

or shares on the relevant Valuation Day, failing

which, it shall be the last net asset value compu-

ted prior to the Valuation Day taken into account

to calculate the Net Asset Value of the Units in the

Sub-Fund.

In respect of shares or units held by the Fund, for

which issues and redemptions are restricted and a

secondary market trading is effected between dea-

lers who, as main market makers, offer prices in res-

ponse to market conditions, the Management

Company may decide to value such shares or units in

line with the prices so established.

If events have occurred which may have resulted in

a material change of the net asset value of such

shares or units in other UCI since the day on which

the latest net asset value was calculated, the value

of such shares or units may be adjusted in order to

reflect, in the reasonable opinion of the

Management Company, such change of value.

Securities held by the Fund (including shares or

units in closed-end UCI) which are quoted or dealt

in on a stock exchange will be valued at its latest

available publicised stock exchange closing price

and where appropriate the middle market price on

the stock exchange which is normally the principal

market for such security and each security dealt in

on any other organised market will be valued in a

manner as near as possible to that for quoted

securities.

The value of a non EUR denominated security is

determined in its national currency and converted

into its EUR equivalent at the foreign exchange rate

in effect on the relevant Valuation Day.

The value of securities not quoted or dealt in on a

stock exchange or another organised market and

of securities which are so quoted or dealt in but in

respect of which no price quotation is available or

the price quoted is not representative of the secu-

rities’ fair market value, shall be determined pru-

dently and in good faith on the basis on their rea-

sonably foreseeable sales prices. All other assets

will be valued at their respective fair values as

determined in good faith by the Management

Company in accordance with generally accepted

valuation principles and procedures.

Money market instruments and cash will be valued

at face value to which shall be added interest

accrued.


Article 8.

SUSPENSION OF THE VALUATION OF THE TOTAL

NET ASSETS

The Management Company may temporarily sus-

pend the calculation of the total Net Asset Value

for one or more Sub-Funds when:

aa)) any period when any of the principal markets or

stock exchanges on which a substantial portion of

the investments of the Fund from time to time are

quoted is closed otherwise then for ordinary holi-

days, or during which dealings therein are restric-

ted or suspended;

bb)) any period when the net asset value of one or

more UCI, in which the Fund will have invested and

the units or the shares of which constitute a signi-

ficant part of the assets of the Fund, cannot be de-

termined accurately so as to reflect their fair mar-

ket value as at the Calculation Day;

cc)) the existence of any state of affairs which con-

stitutes an emergency as a result of which dispo-

sal or valuation of assets owned by the Fund would

be impracticable;

dd)) any breakdown in the means of communication

normally employed in determining the price of any

of the investments or the current prices on any

market or stock exchange; or

ee)) any period when the Fund is unable to repatria-

te funds for the purpose of making payments on

the redemption of Units or during which any

transfer of funds involved in the realisation or

acquisition of investments or payments due on

redemption of Units cannot be effected at normal

rates of exchange.

The issue and redemption of Units in the Sub-

Fund(s) concerned will also be suspended during

any such period where the Net Asset Value is not

determined.

Any such suspension shall be publicised in such

newspaper as decided by the Management

Company if in the opinion of the Management

Company it is likely to exceed 10 days and shall be

notified to investors requesting issue or redemp-

tion of Units by the Fund at the time of the filing

of the relevant application.

Article 9.

REDEMPTION OF UNITS

The Units are redeemable on a monthly basis on

each Valuation Day, except in case of suspension of

the Net Asset Value determination as under Article 8

herein above.




redemption fee.

If a redemption application is to be executed at the

Net Asset Value per Unit prevailing on a Valuation

Day, the application must be received by the

Management Company or the Transfer, Registrar

and Paying Agent within such a prior notice period

and such hour as determined by the Management

Company before the relevant Valuation Day. Any

application received after such time is considered

for the next following Valuation Day.

Proceeds of redemption will normally be paid by

cheque or bank transfer at the choice of the

Unitholder in the currency of reference of the rele-

vant Sub-Fund and will normally be remitted

within thirty-five days following the relevant

Valuation Day, and in any case before the next fol-

lowing Valuation Day.

Units redeemed by the Management Company

shall be cancelled.

Article 10.

RESTRICTION ON OWNERSHIP OF UNITS

The Management Company is permitted to dis-

continue temporarily, cease definitively or limit

the issuance of Units at any time to persons or

corporate entities resident or established in cer-

tain countries and territories. The Management

Company may exclude certain persons or corpora-

te entities from the acquisition of Units, if such

action is necessary for the protection of the

Unitholders and of the Fund, as a whole. In this

35

connection, the Management Company may (a)

reject in its discretion any subscription for Units;

and (b) redeem at any time the Units held by

Unitholders who are excluded from or limiting as

to purchasing or holding Units.

The Management Company, the Custodian Bank or

any other person (including any individual, corpora-

tion, partnership, association or other entity) offer-

ing or selling any Units to any other person for reof-

fering or resale, directly or indirectly to any United

States Person or to any person in any country or any

other jurisdiction where action or approval for that

purpose is required, or shall directly or indirectly

result in an offer or sale of any Units, or in the dis-

tribution or publication of any prospectus or other

offering material in any country or other jurisdiction,

except in conformity with the laws and regulations

relating to the placement of securities in the juris-

diction where so made.

Article 11.

CHARGES OF THE FUND

The following costs are borne directly by the

Fund:

11.. A management fee up to 2% of the Net Asset

Value of each Sub-Fund computed as of each

Calculation Day and paid quarterly to the

Management Company.

22.. An annual performance fee which accrues

monthly and is due to the Management Company

as of the end of each fiscal year. The performance

fee for any fiscal year is an amount equal up to

maximum 20% of the total uplift (where the total

uplift is the uplift multiplied by the average outs-

tanding number of units). There is an uplift if the

Net Asset Value per unit before performance fee is

higher than the „high water mark“ accrued by the

annualised hurdle rate.

33.. Standard brokerage and bank charges incurred

by the Fund’s transactions.

44.. Any additional non-recurrent fees, including

legal advice, incurred for exceptional steps taken in

the interests of the Unitholders (they may be

amortised over 5 years period).

55.. All other expenses incurred in the Fund’s opera-

tions.

66.. A Central Administration fee to the Manage-

ment Company at the standard rate applied in

Luxembourg market, calculated monthly and paid

quarterly, based on the assets of the Fund at the

end of the relevant month.

77.. The Custodian Bank and the Transfer, Registrar

and Paying Agent fees corresponding to the usual

rates charged by banks in Luxembourg, calculated

monthly and paid quarterly, based on the assets of

the Fund during the relevant month and the Custo-

dian Bank correspondent safekeeping charges.

88.. The annual 0.05% Luxembourg subscription tax,

as well as any applicable V.A.T. payable on the

Fund related expenses, whether charged directly or

indirectly to the latter.

The following costs are borne by the Management

Company out of its own assets:

11.. Any manager’s fees.

22.. The expenses of establishing the Fund and any

Sub-Fund.

33.. Any distribution fees.

Charges shall be allocated to the relevant Sub-

Fund for which they were incurred or otherwise

prorated to each of them, based on objective cri-

teria determined by the Management Company.

All costs (including brokerage fees) of purchasing

or selling assets of the Fund and any losses incur-

red in connection therewith, are for the account of

the Fund in the relevant Sub-Fund.

It should be noted that the investment policy is to

invest in UCIs and will result in a duplication of

certain costs that will be charged both to the

underlying UCI by its service providers, as well as

to the Fund by the service providers of the Fund.

Such costs will include, but are not limited to, for-

mation expenses, custodian, domiciliary, manage-

ment fees, audit expenses and other associated

costs.




BANCA FIDEURAM S.p.a. or any affiliates. Accor-

dingly the Fund shall not incur any fee or expenses

payable to such UCIs.

Article 12.

BUSINESS YEAR, AUDIT

The Fund’s business year shall start on the first of

January and end on the last day of December each

year. The annual statement of account of the

Management Company and the Fund’s annual

report shall be audited by an auditor appointed by


To establish the balance sheet of the Fund which

shall be expressed in EURO, the assets of each

Sub-Fund shall be converted from its relevant cur-

rency into EURO.

Article 13.

DISTRIBUTION POLICY

There shall be no distribution of dividends and the

net proceeds of each individual Sub-Fund shall be

reinvested.

Article 14.

AMENDMENTS TO THESE MANAGEMENT

REGULATIONS

The Management Company may amend these

Management Regulations in full or in part at any

time in the interest of the Unitholders and with

the consent of the Custodian Bank.

Amendments shall take effect on the date of their

deposit with the Register of the Tribunal d’Arron-

dissement in Luxembourg.A mention of the depo-

sit will be published in the Luxembourg „Mémorial,

Recueil des Sociétés et Associations“.

Article 15.

ANNOUNCEMENTS

The Net Asset Value per Unit as well as the issue

price or the redemption price shall be available on

any Business Day at the registered office of the

Management Company.

The annual audited reports will be available to

Unithoders at the registered office of the Manage-

ment Company within four months following the

close of the financial year. Unaudited semi-annual

of the Sub-Funds will also be made available in the

same manner within two months following the

end of the period which they refer.

The liquidation of the Fund shall be published in the

Luxembourg „Mémorial, Recueil des Sociétés et

Associations“. The dissolution of the Fund shall fur-

ther be published in the „Luxemburger Wort“ and in

one newspaper of wider circulation abroad.

Amendments to the Management Regulations and

notices to Unitholders, including notices about the

suspension of the calculation of the Net Asset

Value as well as of the issue price or of the

redemption price and the liquidation of the Fund

shall be published in the newspapers of countries

where Units are offered or sold.

Article 16.

DURATION OF THE FUND - DISSOLUTION OF

THE FUND - LIQUIDATION AND MERGER OF

SUB-FUNDS

The Fund and the Sub-Funds shall be established

for an indefinite period.

Unitholders, their heirs and any other beneficiaries

may not demand the dissolution or division of the

Fund.

The Fund may be liquidated at any time by mutual

agreement of the Management Company and the

Custodian Bank.

Furthermore, liquidation shall take place if requi-

red according to Article 66 of the Law (insofar as it

makes Article 22 applicable). Notice must be given

without delay by the Management Company or

the Custodian Bank in accordance with Article 15

above. No Units may be issued as soon as the

event giving rise to liquidation occurs. The

Management Company shall dispose of the Fund’s

assets in the best interest of the Unitholders and

37

the Custodian Bank shall distribute the net liqui-

dation proceeds, after deduction of liquidation

charges and expenses, to the Unitholders in pro-

portion to their holdings, in accordance with the

directions of the Management Company. Proceeds

which cannot be distributed to the Unitholders at

the close of liquidation shall be deposited with the

„Caisse de Consignation“ in Luxembourg until

expiry of the prescribed period.


control, such as political, economic, military or

other emergencies, the Management Company is

also empowered to liquidate any of the Sub-Funds.

A notice of such liquidation to the Unitholders

shall be notified by mail to each Unitholder. The

Management Company shall redeem the Units of

the concerned Sub-Fund and reimburse the

Unitholders in proportion to their respective hold-

ings. The liquidation proceeds which cannot be dis-

tributed at the close of liquidation of the Sub-Fund

shall be deposited with the Custodian Bank during

a period of 6 (six) months; any remaining amount

after these 6 months will be deposited with the

Caisse de Consignation in Luxembourg.


control, such as political, economic, military or

other emergencies, the Management Company

may decide to merge such Sub-Fund with another

existing Sub-Fund or to contribute the assets and

liabilities of the Sub-Fund to another Luxembourg

undertaking for collective investment. Notice of

such a merger or contribution will be given at least

one month prior thereto to the investors. Such

notice shall be notified to each Unitholder by mail.

Each Unitholder concerned by the merger or the

contribution shall be given the possibility within a

period of one month as of the date of notification

to request the repurchase of its Units free of char-

ge. At the expiry of this one (1) month’s period any

Unitholder which did not request the repurchase

of its Units shall be bound by the decision relating

to the merger or the contribution.

The Management Company does not consider to

merge any Sub-Fund with another foreign invest-

ment fund.

Article 17.

EXPIRY OF CLAIMS

Unitholders’ claims against the Management Com-

pany or the Custodian Bank shall cease to be valid

5 years after the date of the occurrence giving rise

to the claim.

Article 18.

APPLICABLE LAW, JURISDICTION AND

LANGUAGE OF REFERENCE

The Management Regulations are governed by

Luxembourg law.

The Tribunal d’Arrondissement of Luxembourg

shall have jurisdiction over any disputes between

the Unitholders, the Management Company and

the Custodian Bank, and Luxembourg law shall

apply. The Management Company and the

Custodian Bank nevertheless submit themselves

and the Fund to the jurisdiction of any country in

which Units are sold, in respect of claims by

Unitholders resident in such countries.

The English-language version of these Manage-

ment Regulations shall be binding; the Manage-

ment Company and the Custodian Bank neverthe-

less admit the use of translations approved by

them, into the languages of countries in which

Units are offered and sold, and these shall be bind-

ing in respect of such Units sold to investors in

these countries.

These Management Regulations come into effect on

April 4, 2008.

Done in two originals in Luxembourg on March 14,

2008.


The Management Company The Custodian Bank

39

I. INVESTMENT OBJECTIVES AND POLICIES

This section should be read in conjunction with the

section „Investment Objectives and Policies of the

Fund“ as well as in accordance with the investment

restrictions stated under the section „Investment

Limitations of the Fund“.

The net assets of FIDEURAM MULTIMANAGER

FUND - MARKET NEUTRAL are allocated to all dif-

ferent alternative investment style UCIs in order

to pursue a market neutral exposure. Submanagers

use skill-based investment strategies in their sear-

ch for higher risk-adjusted returns than those offe-

red by traditional long-only investments. The aim

of FIDEURAM MULTIMANAGER FUND - MARKET

NEUTRAL is to achieve consistent returns and low

correlation with traditional equity and fixed-inco-

me investments. The aim of market-neutral inves-

ting is to isolate and maximise alpha (investment-

specific sources of return) and minimise beta

(systematic sources of return). The returns genera-

ted by market-neutral strategies are independent

of market direction and capital market risk pre-

miums. The goal of unleveraged market-neutral

strategies is to outperform the risk-free rate.

The Sub-Fund may at any time hold ancillary liquid

assets and may use derivative instruments laid

down in the investment restrictions.

II. REFERENCE CURRENCY

The Net Asset Value will be calculated, and the

subscriptions and redemptions may be proceeded,

in EURO.

III. MINIMUM INITIAL AND SUBSEQUENT INVEST-

MENTS

EUR 50,000

FIDEURAM MULTIMANAGER FUND -MARKET NEUTRAL

Appendix 1relating to

Information provided in this Appendix should be read in conjunction with the full text of this Prospectus.

IV. SUBSCRIPTION FEE

None

V. REDEMPTION FEE

None

VI. FEES TO THE MANAGEMENT COMPANY

The Management Company will receive a Manage-

ment Fee equal to the annual rate of 1.80% of the

Net Asset Value of each Sub-Fund computed as of

each Calculation Day and paid quarterly.

An annual Performance Fee will accrue monthly

and will be due from the Sub-Funds’ assets to the

Management Company as of the end of each fiscal

year.






able on first Business Day of each fiscal year that

Performance Fee is calculated.

The HWM is defined as the highest level of the Net

Asset Value computed at the end of the previous

fiscal years since the inception date. At the incep-

tion date the HWM is equal to the Fund’s incep-

tion Net Asset Value.

VII. FEES TO THE CUSTODIAN BANK, THE

TRANSFER, REGISTRAR AND PAYING AGENT 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“.

FIDEURAM MULTIMANAGER FUND - Appendix 140

the Management Company or the Transfer,

Registrar and Paying Agent by 5.00 p.m. Luxem-

bourg time at least ten Business Days before the

relevant Valuation Day. Any application received

after such time is considered for the immediately

following Valuation Day. The allotment of Units is

conditional upon receipt by the Custodian Bank of

cleared monies no later than ten Business Days

before the relevant Valuation Day. If timely settle-

ment is not made an application may lapse or be

cancelled. Payment for Units shall be made in the

Sub-Fund’s currency; other currencies may be

accepted but will be converted in the Sub-Fund’s

currency at the Unitholder’s costs.

XI. REDEMPTION OF UNITS


except in case of suspension of the Net Asset

Value.




redemption fee.

If a redemption application is to be executed at




Registrar and Paying Agent by 5.00 p.m.

Luxembourg time at least ninety-five days before

the relevant Valuation Day. Any application recei-

ved after such time is considered for the next fol-


XII. TAXATION

The Sub-Fund is subject to the taxes on

Luxembourg collective investment undertakings at

the rate of 0.05% per annum, based and payable

upon the value of the net assets of the Sub-Fund

on the last day of each calendar quarter. The value

of the assets represented by the units held in other

Luxembourg undertakings for collective invest-

ment will be exempted from any subscription tax.

VIII. HISTORICAL PERFORMANCE OF THE

SUB-FUND

The Sub-Fund was launched in February 28, 2001

at EUR 100.00. The following graph shows the

annual total return of the Sub-Fund for the last

three years.

IX. CALCULATION DAY

The Net Asset Value of the Units of the Sub-Fund

is determined by the Management Company on

the 25th of each month, by dividing the net assets

attributable to the Sub-Fund by the number of

Units of the Sub-Fund then outstanding. If such

day is not a Business Day, then the Net Asset Value

of the Units shall be calculated on the next follo-

wing Business Day.

X. SUBSCRIPTION OF UNITS

Subscriptions of the Units of the Sub-Fund are car-

ried out by means of the Application Form atta-

ched as an Appendix to this Prospectus.

Units are offered for sale on each Valuation Day (as

defined in the section „Definitions“) except in case


tion.




scription fee.




10.00%

5.00%

0.00%

2004 2005 2006

5.61%

3.32%3.06%

FIDEURAM MULTIMANAGER FUND MARKET NEUTRAL

41

I. INVESTMENT OBJECTIVES AND POLICIES

This section should be read in conjunction with the

section „Investment Objectives and Policies of the

Fund“ as well as in accordance with the investment

restrictions stated under the section „Investment

Limitations of the Fund“.

The net assets of FIDEURAM MULTIMANAGER

FUND - MARKET OPPORTUNITIES are mainly allo-

cated to directional alternative investment style

UCIs in order to pursue a substantial overperfor-

mance on money market instruments.

Submanagers are mainly selected from equity hed-

ged, macro strategies and CTAs styles and use skill-

based investment strategies in their search for

higher risk-adjusted returns than those offered by

traditional long-only investments. The aim of

FIDEURAM MULTIMANAGER FUND - MARKET

OPPORTUNITIES is to achieve consistent returns

and limited correlation with traditional equity and

fixed-income investments.

The Sub-Fund may at any time hold ancillary liquid

assets and may use derivative instruments laid

down in the investment restrictions.

II. REFERENCE CURRENCY

The Net Asset Value will be calculated, and the

subscriptions and redemptions may be proceeded,

in EURO.

III. MINIMUM INITIAL AND SUBSEQUENT INVEST-

MENTS

EUR 50,000

FIDEURAM MULTIMANAGER FUND -MARKET OPPORTUNITIES

Appendix 2relating to

Information provided in this Appendix should be read in conjunction with the full text of this Prospectus.

IV. SUBSCRIPTION FEE

None

V. REDEMPTION FEE

None

VI. FEES TO THE MANAGEMENT COMPANY

The Management Company will receive a Manage-

ment Fee equal to the annual rate of 2.00% of the

Net Asset Value of each Sub-Fund computed as of

each Calculation Day and paid quarterly.

An annual Performance Fee will accrue monthly

and will be due from the Sub-Funds’ assets to the

Management Company as of the end of each fiscal

year.






able on first Business Day of each fiscal year that

Performance Fee is calculated.

The HWM is defined as the highest level of the Net

Asset Value computed at the end of the previous

fiscal years since the inception date. At the incep-

tion date the HWM is equal to the Fund’s incep-

tion Net Asset Value.

VII. FEES TO THE CUSTODIAN BANK,

THE TRANSFER, REGISTRAR AND PAYING AGENT

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“.

VIII. HISTORICAL PERFORMANCE OF THE

SUB-FUND

The Sub-Fund was launched on June 30, 2007 at

EUR 100.00. No historical performance are avai-

lable yet.

IX. CALCULATION DAY

The Net Asset Value of the Units of the Sub-Fund

is determined by the Management Company on

the 25th of each month, by dividing the net assets

attributable to the Sub-Fund by the number of

Units of the Sub-Fund then outstanding. If such

day is not a Business Day, then the Net Asset Value

of the Units shall be calculated on the next follo-

wing Business Day.

X. SUBSCRIPTION OF UNITS

The initial subscription period shall start on June 1,

2007 and shall end on June 15, 2007 at the initial

price of EUR 100 per Unit without any issue com-

mission. The payment was made at the latest on

June 15, 2007.

Subscriptions of the Units of the Sub-Fund are car-

ried out by means of the Application Form atta-

ched as an Appendix to this Prospectus.

Units are offered for sale on each Valuation Day (as

defined in the section „Definitions“) except in case


tion.




scription fee.





Registrar and Paying Agent by 5.00 p.m. Luxem-

bourg time at least ten Business Days before the

relevant Valuation Day. Any application received

after such time is considered for the immediately

following Valuation Day. The allotment of Units is

conditional upon receipt by the Custodian Bank of

cleared monies no later than ten Business Days

before the relevant Valuation Day. If timely settle-

ment is not made an application may lapse or be

cancelled. Payment for Units shall be made in the

Sub-Fund’s currency; other currencies may be

accepted but will be converted in the Sub-Fund’s

currency at the Unitholder’s costs.

XI. REDEMPTION OF UNITS


except in case of suspension of the Net Asset

Value.




redemption fee.

If a redemption application is to be executed at




Registrar and Paying Agent by 5.00 p.m.

Luxembourg time at least ninety-five days before

the relevant Valuation Day. Any application recei-

ved after such time is considered for the next fol-


XII. TAXATION

The Sub-Fund is subject to the taxes on

Luxembourg collective investment undertakings at

the rate of 0.05% per annum, based and payable

upon the value of the net assets of the Sub-Fund

on the last day of each calendar quarter. The value

of the assets represented by the units held in other

Luxembourg undertakings for collective invest-

ment will be exempted from any subscription tax.

FIDEURAM MULTIMANAGER FUND - Appendix 242

M E I N B A C H D E S IG N 2 0 0 8

FIDEURAMMULTIMANAGERFUND

Prospectus & Management Regulations


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