Generali Belgium FCP-FIS. Fonds Commun de Placement Fonds d Investissement Spécialisé. Prospectus

Transcription

1 Generali Belgium FCP-FIS Fonds Commun de Placement Fonds d Investissement Spécialisé Luxembourg Prospectus Dated November 2009 VISA 2009/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 27/11/2009 Commission de Surveillance du Secteur Financier

2 Generali Belgium FCP-FIS Fonds commun de placement Fonds d investissement spécialisé OFFER FOR UNITS This is an offer to subscribe for separate units (the "Units") issued without par value in GENERALI BELGIUM FCP-FIS (the "Fund"), each Unit being linked to one of the sub-funds of the Fund (the "Subfunds"). The details of each Sub-fund are specified in Appendix A. On the initial subscription day ("Initial Subscription Day") which is specified for each Sub-fund and/ or Class of Units in Appendix A, Units in each Sub-fund are offered at an initial price (the "Initial Price") as specified for each Sub-Fund and/or Class of Units in Appendix A. After the initial subscription date, the Subscription Price (the "Subscription Price") of each Class of each Sub-fund is equal to the Net Asset Value per Unit (as described on page 11 under "Subscription Procedure"). The reference currency (the "Reference Currency") of each Sub-fund is the currency in which each Subfund is denominated, as specified for each Sub-Fund in the table above. IMPORTANT INFORMATION If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, solicitor, accountant or other financial advisor. No person is authorised to give any information other than that contained in this Prospectus, or any of the documents referred to herein that are available for inspection at the registered office. - The Fund raises capital without offering the sale of its Units to the public and its Units will only be offered to well-informed investors, which will subscribe at their names and on their behalf, or on behalf of other well-informed investors; it is registered in the Grand Duchy of Luxembourg as a specialized investment fund ( SIF or FIS ) pursuant to the Luxembourg Law of 13 February 2007 relating to specialized investment funds ("Law of 2007"). However, such registration does not imply a positive assessment by the supervisory authority of the contents of this Prospectus or of the quality of the Units offered for sale. Any representation to the contrary is unauthorised and unlawful. - This Prospectus does not constitute an offer to anyone or solicitation by anyone in any jurisdiction in which such an offer or solicitation is unlawful or in which the person making such an offer or solicitation is not qualified to do so. - Any information given by any person not mentioned in this Prospectus should be regarded as unauthorised. The information contained in this Prospectus is considered to be accurate at the date of its publication. To reflect material changes, this Prospectus may be updated from time to time and potential subscribers should enquire of the Fund as to the issue of any later Prospectus. - The distribution of this Prospectus and the offering of the Units may be restricted in certain jurisdictions. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to subscribe for Units pursuant to this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdictions. Potential subscribers or purchasers of Units should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding, conversion or sale of Units. 2

3 - Subscriptions for Units can be accepted only on the basis of the current Prospectus. Generali Fund Management S.A. (the "Management Company") will produce an annual report (the "Annual Report") containing the audited accounts. The Annual Report forms part of the Prospectus. 3

4 Table Of Contents ORGANISATION OF THE FUND...5 GENERAL INFORMATION...7 The Fund...7 The Management Regulations...7 The Management Company...7 The Investment Manager...8 The Custodian and Central Administration...8 INVESTMENT OBJECTIVES AND POLICIES...8 FORM OF UNITS...10 ISSUE OF UNITS...11 CLASSES OF UNITS...11 SUBSCRIPTION FOR UNITS...11 REDEMPTION OF UNITS...14 TEMPORARY SUSPENSION OF REDEMPTION...15 CONVERSION OF UNITS INTO UNITS OF A DIFFERENT SUB-FUND...16 FUND CHARGES...17 TAXATION...18 The Fund...18 Unitholders...18 EU Savings Directive...19 LIQUIDATION OF THE FUND...20 ANNUAL REPORTS...21 DOCUMENTS AVAILABLE FOR INSPECTION...21 INFORMATION TO UNITHOLDERS...22 APPLICABLE LAW...22 APPENDIX A DETAILS OF EACH SUB-FUND...23 APPENDIX B INFORMATION REGARDING THE MASTER-FUND...36 List of the sub-funds of the Master-Fund List of the sub-funds of the Master-Fund 2:...37 List of the sub-funds of the Master-Fund 3:...37 List of the sub-funds of the Master-Fund 4:...37 List of the sub-funds of the Master-Fund 5:...38 APPENDIX C NET ASSET VALUE...39 Temporary Suspension of Determination of Net Asset Value per Unit

5 Organisation of the Fund Administration and Advisors Custodian and Central Administration Management Company Investment Manager Auditor Legal Advisor CACEIS Bank Luxembourg 5, Allée Scheffer L-2520 Luxembourg Grand Duchy of Luxembourg Generali Fund Management S.A. 5, Allée Scheffer L-2520 Luxembourg Grand Duchy of Luxembourg Generali Finances 7, Boulevard Haussmann Paris France PricewaterhouseCoopers 400, route d Esch L-1471 Luxembourg Grand Duchy of Luxembourg Bonn Schmitt Steichen 22-24, rives de Clausen L-2165 Luxembourg Grand Duchy of Luxembourg Board of Directors of the Management Company Mr Gianluigi Costanzo Chairman of the Board BG SGR S.p.A. Via Machiavelli, 4 I Trieste Italy Chairman of the Board of Directors Mr Eric Le Gentil General Manager Generali France Assurances Boulevard Haussmann, 7 F Paris France Mr Philippe Setbon General Manager Generali Investments France Boulevard Haussmann, 7 F Paris France 5

6 Mr Giorgio Angelo Girelli Chief Executive Officer BANCA GENERALI S.p.A. Via Machiavelli,4 I Trieste Italy Mr Mario Andrea Beccaria General Manager BG SGR S.p.A. Via Machiavelli,4 I Trieste Italy Mr Heinz Gawlak Chief Executive Officer Generali Investments Deutschland Kapitalanlagegesellschaft mbh Unter Sachsenhausen, 27 D Cologne Germany Mr Luca Passoni Chief Executive Officer Generali Investments Italy S.p.A. Società di gestione del risparmio Via Machiavelli, 4 I Trieste Italy Mr Volker Seidel Director Generali Lebensversicherung AG Besenbinderhof 43 D Hamburg Germany Mr Alex Schmitt Attorney-at-law Bonn Schmitt Steichen rives de Clausen L-2165 Luxembourg Grand Duchy of Luxembourg 6

7 General Information The Fund The Fund has been created pursuant to the Management Regulations (the "Management Regulations"), on 28 March 2002, under Luxembourg law as a fonds commun de placement (FCP), currently a fonds commun de placement fonds d investissement spécialisé (FCP-FIS), for an unlimited duration. The capital of the Fund may not be less than Euro 1,250,000. The Fund has no legal personality as an investment fund. The assets of the Fund are unlimited and shall remain distinct from those of the Management Company. The Fund is a single legal entity. However, each Sub-fund is regarded as being separate from the others and is liable for all of its own obligations, unless other terms have been specifically agreed with its creditors. The Management Regulations The Management Regulations have been deposited with the Registre de Commerce et des Sociétés Luxembourg on 23 April 2002 and were published in the Recueil des Sociétés et Associations (the "Mémorial") on 27 April The Management Regulations have been amended several times and for the last time on October 26, 2009 with effect as of November 2, The clauses of the Management Regulations are considered as accepted by the unitholders by the fact of acquiring the Units, and they govern relations between the unitholders, the Management Company and the Custodian. The Management Company, subject to the approval of the Custodian and in accordance with Luxembourg Law, may at any time amend the Management Regulations, if it considers this useful in the interests of unitholders. Any amendment is deposited with the Trade Register and a mention thereof is published in the Mémorial. Amendments become effective as per the date as indicated in said amendments. The Management Company Generali Fund Management S.A., a limited liability company, société anonyme, having its registered office at 5 Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg, has been designated to serve as management company to the Fund. The Management Company results from the merger by absorption of Generali Investments Luxembourg S.A. by BG Investment Luxembourg S.A. renamed Generali Fund Management S.A. on September 9, The Management Company was incorporated for an unlimited duration under the laws of Luxembourg on November 30, 2007 by notarial deed published in the Mémorial on January 7, The notarial deed was deposited with the Registrar of the District Court of Luxembourg under R.C.S. Luxembourg B Its articles of incorporation have been amended by notarial deed on September 9, 2009 which amendments have been published in the Mémorial on October 1, On September 9, 2009, its share capital amounts to EUR 3,921, The shareholders of the Management Company are members of the Generali group. The Management Company will manage the assets of the Fund in compliance with the Management Regulations in its own name, but for the sole benefit of the unitholders of the Fund. The Management Company also acts as management company for other investment funds. The names of these other funds will be published in the financial reports of the Fund. 7

8 The Investment Manager Generali Finances has been appointed to act as investment manager (the "Investment Manager") of each of the Fund s Sub-funds. Pursuant to the investment management agreements signed on 29 August 2002, the Management Company has expressly delegated to the Investment Manager the discretion, on a daily basis but subject to the overall control and responsibility of the Management Company, to purchase and sell securities as agent for the Management Company and otherwise to manage the portfolios of the Sub-funds for the account and in the name of the Fund. These Agreements may be terminated by either party upon three months prior written notice. The Custodian and Central Administration CACEIS Bank Luxembourg has been appointed to act as the custodian (the "Custodian") and central administration (the "Central Administration") of the assets of the Fund, on the basis of two agreements of unlimited duration, signed on September 28, 2009 which cancel and replace the Custodian and the Central Administration Agreements signed on 28 March CACEIS Bank Luxembourg is empowered to delegate, under its full responsibility, all or part of its duties as Central Administration to a third Luxembourg entity duly agreed by the supervisory authorities to act as such, with the prior consent of the Management Company. These two agreements may be terminated by either party upon three months prior written notice. Such prior consent of the Management Company has been given in respect of the delegation of all Central Administration duties to FASTNET Luxembourg, the latter being in charge of performing such Central Administration duties, under the responsibility of CACEIS Bank Luxembourg, as from the launching of the Fund. CACEIS Bank Luxembourg is a bank incorporated as a société anonyme under the laws of Luxembourg, with its registered office at 5, Allée Scheffer, L-2520 Luxembourg. On 30 June 2009, its paid up capital amounted to EUR 137,000, The Custodian holds all the liquid assets and securities belonging to the Fund s assets in safekeeping for the unitholders. The Custodian shall fulfil the obligations and duties provided for by the Law of In compliance with usual banking practices, the Custodian may, under its responsibility, entrust part or all of the assets which are placed under its custody to other banking institutions or financial institutions. As Central Administration, CACEIS Bank Luxembourg is responsible inter alia for the procedure of registration, issue, conversion and redemption of the Units, the calculation of the net asset value and the general administration of the Fund, as prescribed by the Luxembourg law. Investment Objectives and Policies The main objective of the Fund is to provide the investors with a choice of professionally managed Subfunds investing in one or more underlying funds or Sub-funds of the following undertakings for collective investment: 1. Generali Investments SICAV (the "Master-Fund 1"), which is registered in the Grand Duchy of Luxembourg as a UCITS pursuant to Part I of the Luxembourg Law of 20 December 2002 on UCIs (as amended from time to time, the "UCI Law") and the UCITS Directive as amended; 8

9 2. BG SICAV (the "Master-Fund 2"), which is registered in the Grand Duchy of Luxembourg as a UCITS pursuant to Part I of the UCI Law (as amended from time to time), and the UCITS Directive, as amended; 3. S.A. Athena (the "Master-Fund 3"), which is registered in Belgium as a limited liability company, pursuant to the Belgian Law of 4 December 1990 on financial operations and financial markets; 4. Portfolio Multi-Manager Fund (the "Master-Fund 4"), which is registered in the Grand Duchy of Luxembourg as a UCI pursuant to Part II of the UCI Law; and 5. AMBD SICAV (the "Master-Fund 5"), which is registered in the Grand Duchy of Luxembourg as a UCI pursuant to Part II of the UCI Law. The Sub-funds The investment objectives and policies of the Sub-funds are described in Appendix A. The board of directors of the Management Company (the "Board") may decide to create further Subfunds with different investment objectives, and in such cases, this Prospectus will be updated accordingly. The Sub-funds may not borrow money. The Sub-funds may hold liquidities on an ancillary basis only. The Master-Funds 1. The Master-Fund 1: The Master-Fund 1 was incorporated in the Grand Duchy of Luxembourg on 14 March 2002, for an unlimited duration, by notarial deed published in the Mémorial on 8 April Its articles of incorporation were deposited with the Registrar of the District Court of Luxembourg, number RC 86432, where they may be consulted and where copies may be obtained. The list of sub-funds of the Master-Fund 1 is detailed in Appendix B. Investors interested in further information with regard to the Master-Fund 1 shall refer to the respective prospectus, which is available at the registered office of the Management Company. The Fund will not invest in sub-funds of the Master-Fund 1 entailing abnormal risks for the unitholders. 2. The Master-Fund 2: The Master-Fund 2 was incorporated in the Grand Duchy of Luxembourg on 4 April 2006, for an unlimited duration, by notarial deed published in the Mémorial on 18 April Its articles of incorporation were deposited with the Registrar of the District Court of Luxembourg, number RC B , where they may be consulted and where copies may be obtained. The list of sub-funds of the Master-Fund 2 is detailed in Appendix B. Investors interested in further information with regard to the Master-Fund 2 shall refer to the respective prospectus, which is available at the registered office of the Management Company. The Fund will not invest in sub-funds of the Master-Fund 2 entailing abnormal risks for the unitholders. 9

10 3. The Master-Fund 3: The Master-Fund 3 was incorporated in Belgium on 3 October 1995, for an unlimited duration, by notarial deed published in the Annexes of the Moniteur Belge on 25 October Its articles of incorporation were deposited with the record office of the commercial court of Antwerp on 16 October 1995, number H.A , where they may be consulted and where copies may be obtained. The list of sub-funds of the Master-Fund 3 is detailed in Appendix B. Investors interested in further information with regard to the Master-Fund 3 shall refer to the respective prospectus, which is available at the registered office of the Management Company. The Fund will not invest in sub-funds of the Master-Fund 3 entailing abnormal risks for the unitholders. 4. The Master-Fund 4: The Master-Fund 4 was incorporated in the Grand Duchy of Luxembourg on 3 March 1994, for an unlimited duration, by notarial deed published in the Mémorial on 1 April Its articles of incorporation were deposited with the Registrar of the District Court of Luxembourg, number RC B where they may be consulted and where copies may be obtained. The articles of incorporation were modified on 27 March 2002 in order to change the name from J. Van Breda Portfolio to Portfolio Multi-Manager Fund, and published in the Mémorial on 2 July The list of sub-funds of the Master-Fund 4 is detailed in Appendix B. Investors interested in further information with regard to the Master-Fund 4 shall refer to the respective prospectus, which is available at the registered office of the Management Company. The Fund will not invest in sub-funds of the Master-Fund 4 entailing abnormal risks for the unitholders. 5. The Master-Fund 5: The Master-Fund 5 was incorporated in the Grand Duchy of Luxembourg on 3 March 1994, for an unlimited duration, by notarial deed published in the Mémorial on 21 March Its articles of incorporation were deposited with the Registrar of the District Court of Luxembourg, number RC B where they may be consulted and where copies may be obtained. The articles of incorporation were modified on 10 September 2002 and published on 7 November 2002 and modified a second time on 22 November 2005 in order to change the name from Athena II SICAV to AMBD SICAV. The list of sub-funds of the Master-Fund 5 is detailed in Appendix B. Investors interested in further information with regard to the Master-Fund 5 shall refer to the respective prospectus, which is available at the registered office of the Management Company. The Fund will not invest in sub-funds of the Master-Fund 5 entailing abnormal risks for the unitholders. Form of Units All Units are issued in uncertificated registered form, and the unit register is conclusive evidence of ownership. The Fund treats the registered owner of a Unit as the absolute and beneficial owner thereof. Units may be purchased by and are freely transferable between well-informed investors as understood by the Law of 2007 (with the exception that Units may not be transferred to a Prohibited Person or a US Person, as defined on page 12) and may be converted at any time for Units of another Sub-fund within the same Class. Upon issue, Units and fraction of Units are entitled to participate equally in the profits and 10

11 dividends attributable to the relevant Class of the Sub-fund in which the Units have been issued, as well as in the liquidation proceeds of such Sub-fund. Units are issued without par value and must be fully paid for on subscription. Currently, Units are offered only with accumulation of income. Units will not be listed in any stock exchanges. The Management Company will ensure that Units are only subscribed by well-informed investors or transferred to well-informed investors. Issue of Units Units will be issued at the net asset value per Unit of the relevant Class (the "Net Asset Value") as described in Appendix C. Fractions of Units to three decimal places will be issued, the Sub-fund being entitled to receive the adjustment. No physical certificates will be issued for these fractions. No Units of any Class will be issued by the Fund during any period in which the determination of the Net Asset Value of the Units of that Sub-fund is suspended by the Fund, as noted at page 41 under "Temporary Suspension of Determination of Net Asset Value" in Appendix C. Classes of Units The Units in each of the Sub-funds can be divided into Classes which differ in the fee structure, distribution policy, or in other characteristics applying to them. For each Sub-fund only one Class of Units, Class A Units (capitalisation), will be issued as outlined in Appendix A. The amounts invested in Units of each Sub-fund are themselves invested in a common underlying portfolio of investments, although the Subscription Price (the "Subscription Price") and the Redemption Price (the "Redemption Price") of the Units in each Class may differ, for example, as a result of the different fee structures. The Board may decide to create further Classes of Units with different characteristics, and in such cases, this Prospectus will be updated accordingly. Subscription for Units Subscription Procedure An investor s first subscription for Units must be made in writing or by fax to the Central Administration in Luxembourg or to a distributor. Subsequent subscriptions for Units may be made in writing or by fax. The Management Company, on behalf of the Fund, reserves the right to reject, in whole or in part, any subscription without giving any reason therefore. The minimum initial investment (the "Minimum Initial Investment") and the minimum subsequent holding (the "Minimum Subsequent Holding") for Units of each Sub-fund, if any, are specified for each Sub-fund in Appendix A. The Board may, at their discretion, waive or modify such minimum limits. No subscription commissions will be charged. Subscriptions for Units in any Sub-fund received by the Central Administration on any Valuation Day (as defined in Appendix C on page 39) before the relevant Sub-fund s subscription deadline, which is 3.00 pm in Luxembourg (the "Sub-fund Subscription Deadline"), will be processed on that Valuation Day 11

12 using the Net Asset Value per Unit determined on such Valuation Day based on the latest available prices (as described in Appendix C on page 39). Payment for Units must be received by the Custodian in the Reference Currency of the relevant Sub-fund (subject to the payment procedure on page 12) no later than 3 Luxembourg Business Days (as defined in Appendix C on page 39) following the applicable Valuation Day. Any subscriptions received by the Central Administration after the Sub-fund Subscription Deadline on any Valuation Day, or on any day that is not a Valuation Day, will be processed on the next Valuation Day on the basis of the Net Asset Value per Unit determined on such Valuation Day. Units may be purchased by and are freely transferable between well-informed investors as understood by the Law of 2007, currently being (a) institutional investors, (b) professional investors or (c) any other investor who (i) adheres in writing to the status of well-informed investors and (ii) either invests a minimum EUR 125,000.- in the Fund or has been subject of an assessment made by a credit institution within the meaning of Directive 2004/39/EC or an investment firm within the meaning of Directive 2001/107/EC certifying his expertise, his experience and his knowledge in adequately appraising an investment in the Fund. The Management Company, on behalf of the Fund, may restrict or prevent the ownership of Units in the Fund by any person, firm, partnership or corporate body, if in the sole opinion of the Management Company such holding may be detrimental to the interests of the existing unitholders or of the Fund, if it may result in a breach of any law or regulation, whether Luxembourg or otherwise, or if as a result thereof the Fund may become exposed to tax disadvantages, fines or penalties that it would not have otherwise incurred. Such persons, firms, partnerships or corporate bodies shall be determined by the Board ("Prohibited Persons"). Units of the Fund may not be offered or sold, directly or indirectly, in the United States of America or its territories or possessions or areas subject to its jurisdiction, or to citizens or residents thereof (hereinafter referred to as "US Persons"). Accordingly, the Management Company may require any subscriber to provide it with any information that it may consider necessary for the purpose of deciding whether or not he is, or will be, a Prohibited Person or a US Person. The Management Company retains the right to offer Units for subscription in any particular jurisdiction in order to conform to local law, custom, business practice or the Fund s commercial objectives. The Board may refuse to accept subscriptions for Units of any Sub-fund, which would be detrimental to the existing unitholders of the Fund. Payment Procedure The normal currency of payment for Units will be the Reference Currency. A subscriber may, however with the agreement of the Central Administration, effect payment in any other freely convertible currency. The Central Administration will arrange for any necessary currency transaction to convert the subscription monies from the currency of subscription (the "Subscription Currency") into the Reference Currency of the relevant Sub-fund. Any such currency transaction will be effected with the Custodian or a distributor at the subscriber s cost and risk. Subscription instructions for the Fund are detailed in this Prospectus and may also be obtained from the Central Administration or a distributor. If timely payment for Units (as detailed on page 9 under "Subscription Procedure") is not made, the relevant issue of Units may be cancelled, and a subscriber may be required to compensate the Fund and/or any relevant distributor for any loss incurred in relation to such cancellation. 12

13 Notification of Transaction A confirmation statement will be sent to the subscriber (or his nominated agent if so requested by the subscriber) by ordinary post as soon as reasonably practicable after the relevant Valuation Day, providing full details of the transaction. Subscribers should always check this statement to ensure that the transaction has been accurately recorded. If any subscription is not accepted in whole or in part, the subscription monies or the balance outstanding will be returned without delay to the subscriber by post or bank transfer at the subscriber s risk without any interest. Rejection of Subscriptions The Fund may reject any subscription in whole or in part, and the Board may, at any time and from time to time and in their absolute discretion without liability and without notice, discontinue or cease definitely the issue and sale of in any one or more Sub-funds. Suspension of Net Asset Valuation No Units of the Fund will be issued during any period in which the determination of the Net Asset Value of the relevant Sub-fund is suspended by the Management Company as detailed on page 41 under "Temporary Suspension of Determination of Net Asset Value" in Appendix C. Notice of suspension will be given to subscribers, and subscriptions made or pending during a suspension period may be withdrawn by notice in writing received by the Management Company or the Central Administration prior to the end of the suspension period. Subscriptions not withdrawn will be processed on the first Valuation Day following the end of the suspension period, on the basis of the Net Asset Value per Unit determined on such Valuation Day. Money Laundering Prevention Pursuant to the Luxembourg law and regulation relating to the fight against money-laundering and the financing of terrorism and the Circulars of the Commission de Surveillance du Secteur Financier or "CSSF", obligations have been imposed inter alia on UCI as well as on professionals of the financial sector to prevent the use of UCI for money laundering purposes. Within this context a procedure for the identification of investors has been imposed. Namely, the Share Application Form of an investor must be accompanied, in the case of individuals, by a certified copy of the subscriber s passport or identification card and, in the case of legal entities, by a certified copy of the subscriber s articles of incorporation and, where applicable, an extract from the commercial register or a copy of such other documents as may be accepted in the relevant country of the Financial Action Task Force (Groupe d'action Financière (the "GAFI")) as verification of the identity and address of the individual or legal entity in accordance with applicable GAFI rules. This identification procedure must be complied with by the Central Administration (or the relevant competent agent of the Central Administration) in the case of direct subscriptions to the Fund, and in the case of subscriptions received by the Fund from any intermediary resident in a country that does not impose on such intermediary an obligation to identify investors equivalent to that required under Luxembourg laws for the prevention of money laundering. It is generally accepted that professionals of the financial sector resident in a country that has ratified the conclusions of the GAFI are deemed to be intermediaries having an identification obligation equivalent to that required under Luxembourg law. The Central Administration may request any such additional documents, as it deems necessary to establish the identity of investors or beneficial owners. 13

14 Any information provided to the Fund in this context is collected for anti-money laundering compliance purposes only. Redemption of Units Holdings of Units of any Sub-fund may be redeemed in whole or in part (subject to the minimum holding requirement as mentioned on page 15 under "Limits on Redemption") on any Valuation Day at the redemption price (the "Redemption Price") on the basis of the Net Asset Value per Unit determined on such Valuation Day. No redemption commissions will be charged. On payment of the Redemption Price, the corresponding Units will be cancelled immediately in the Fund s Unit register. Any taxes, commissions and other fees incurred in the respective countries in which the Units are sold will be charged. Each Sub-fund shall at all times maintain sufficient liquidity to enable satisfaction of any requests for the redemption of Units. Procedure for Redemption Unitholders wishing to have all or some of their Units redeemed by the Management Company, on behalf of the Fund, may apply to do so by fax or by letter to the Central Administration or to a distributor. The application for redemption of any Units must include: (a) either (i) the monetary amount the unitholder wishes to redeem; or (ii) the number of Units the unitholder wishes to redeem, and (b) the Class and Sub-funds from which such Units are to be redeemed. In addition, the application for redemption must include the unitholder s personal details. Failure to provide any of the aforementioned information may result in delay of such application for redemption whilst verification is being sought from the unitholder. Subject to the provisions explained below under "Temporary Suspension of Redemption", applications for redemption will be considered as binding and irrevocable by the Management Company, on behalf of the Fund, and must be duly signed by all registered unitholders, save in the case of joint registered unitholders where an acceptable power of attorney has been provided to the Management Company. Applications for redemption from any Sub-fund received by the Central Administration on any Valuation Day before the relevant Sub-fund redemption deadline, which is 3.00 pm in Luxembourg (the "Sub-fund Redemption Deadline"), will be processed on that Valuation Day using the Net Asset Value per Unit determined on such Valuation Day based on the latest available prices (as described in Appendix C on page 39). Any applications for redemption received by the Central Administration after the Sub-fund Redemption Deadline on any Valuation Day, or on any day that is not a Valuation Day, will be processed on the next Valuation Day on the basis of the Net Asset Value per Unit determined on such Valuation Day. A confirmation statement will be sent by ordinary post to the unitholder detailing the redemption proceeds due thereto as soon as reasonably practicable after determination of the Redemption Price of the Units being redeemed. Unitholders should check this statement to ensure that the transaction has been accurately recorded. In calculating the redemption proceeds, the Central Administration will round down to three decimal places, the Management Company, on behalf of the Fund, being entitled to receive the adjustment. 14

15 The Redemption Price of Units may be higher or lower than the Subscription Price paid by the unitholder depending on the Net Asset Value per Unit at the time of redemption. Payment for Units redeemed will be effected no later than three Luxembourg Business Days after the relevant Valuation Day for all Sub-funds, unless legal constraints, such as foreign exchange controls or restrictions on capital movements, or other circumstances beyond the control of the Custodian, make it impossible or impracticable to transfer the redemption amount to the country in which the application for redemption was submitted. If necessary, the Central Administration will arrange the currency transaction required for conversion of the redemption monies from the Reference Currency of the relevant Sub-fund into the relevant Subscription Currency. Such currency transaction will be effected with the Custodian or a distributor at the relevant unitholder s cost. In the event of an excessively large volume of applications for redemption, the Management Company may decide to delay execution of such applications until the corresponding assets of the Fund have been sold without unnecessary delay, in order to enable the Management Company, on behalf of the Fund, to provide for sufficient liquidity. In such case, the Redemption Price will take into account actual realisation prices of investments and realisation expenses. Limits on Redemption The Management Company is not bound to comply with a request for redemption of Units either (i) if it relates to Units with a value of less than half of the current minimum holding (the "Minimum Holding") in any Sub-fund as specified for each Sub-fund in Appendix A; or (ii) if after redemption the unitholder would be left with a balance of Units having a value of less than the current Minimum Holding in any Sub-fund, in which case the Management Company may decide that this request be treated as a request for redemption for the full balance of the unitholder s holding of Units in such Sub-fund. Applications for redemption on any one Valuation Day, which either singly or when aggregated with other such applications so received, represent more than 10 % of the net assets of any one Sub-fund, may be subject to additional procedures set forth on page 17 under "Procedures for Redemptions and Conversions Representing 10 % or more of any Sub-fund". Temporary Suspension of Redemption The right of any unitholder to require the redemption of its Units of the Fund will be suspended during any period in which the determination of the Net Asset Value per Unit of the relevant Class is suspended by the Management Company pursuant to the powers as discussed at page 41 under "Temporary Suspension of Determination of Net Asset Value" in Appendix C. Notice of the suspension period will be given to any unitholder tendering Units for redemption. Withdrawal of an application for redemption will only be effective if written notification is received by the Central Administration before termination of the period of suspension, failing which the Units in question will be redeemed on the first Valuation Day following the end of the suspension period on the basis of the Net Asset Value per Unit determined on such Valuation Day. Compulsory Redemption If the Management Company discovers at any time that Units are owned by a Prohibited Person, either alone or in conjunction with any other person, whether directly or indirectly, the Board may at their discretion and without liability, compulsorily redeem the Units at the Redemption Price as described above after giving notice of at least 30 days, and upon redemption, the Prohibited Person will cease to be the owner of those Units. The Management Company may require any unitholder to provide it with any information that it may consider necessary for the purpose of determining whether or not such owner of Units is or will be a Prohibited Person. 15

16 Conversion of Units into Units of a different Sub-fund Conversions of Units between Classes are not possible. Within a given Class, unitholders may convert all or part of their Units of one Sub-fund into Units of one or more Sub-funds by application in writing or by fax to the Central Administration or to a distributor, stating which Units are to be converted into which Sub-funds. No conversion commissions will be charged. The application for conversion must include either the monetary amount the unitholder wishes to convert or the number of Units the unitholder wishes to convert. In addition, the application for conversion must include the unitholder s personal details. The application for conversion must be duly signed by the registered unitholder, save in the case of joint registered unitholders where an acceptable power of attorney has been provided to the Management Company. Failure to provide any of this information may result in delay of the application for conversion. Unitholders should note that if an application for conversion relates to a partial conversion of an existing holding of Units and the remaining balance within the existing holding is below the Minimum Holding as detailed on page 15 under "Limits on Redemption", the Management Company is not bound to comply with such application for conversion, in which case the Management Company may decide that this request be treated as a request for conversion for the full balance of the unitholder s holding of Units in such Sub-fund. Applications for conversion between any Sub-funds received by the Central Administration on any Valuation Day before the relevant Sub-fund conversion deadline, which is 3.00 pm in Luxembourg (the "Sub-fund Conversion Deadline"), will be processed on that Valuation Day using the Net Asset Value per Unit determined on such Valuation Day based on the latest available prices (as described in Appendix C on page 39). In the event of a large volume of applications for conversion of a given Sub-fund (the "Original Subfund") to another Sub-fund (the "New Sub-fund"), the Management Company may decide to delay execution of such applications until the corresponding assets of the Original Sub-fund have been sold without unnecessary delay, in order to enable the Management Company, on behalf of the Fund, to provide for sufficient liquidity to satisfy the applications for redemption of Units of the Original Subfund. In such case, the calculation of the Net Asset Value of the Original Sub-fund will take into account actual realisation prices of investments and realisation expenses. Any applications for conversion received by the Central Administration after the Sub-fund Conversion Deadline on any Valuation Day, or on any day that is not a Valuation Day, will be processed on the next Valuation Day on the basis of the Net Asset Value per Unit determined on such Valuation Day. Applications for conversion on any one Valuation Day, which either singly or when aggregated with other such applications so received, represent more than 10 % of the net assets of any one Sub-fund, may be subject to additional procedures set forth on page 17 under "Procedures for Redemptions and Conversions Representing 10 % or more of any Sub-fund". The rate at which all or part of the Units in an Original Sub-fund are converted into Units in a New Subfund is determined in accordance with the following formula: 16

17 A = where: (B x C x D) E A B C D E is the number of Units to be allocated in the New Sub-fund; is the number of Units of the Original Sub-fund to be converted; is the Net Asset Value per Unit of the relevant Class of the Original Sub-fund determined on the relevant Valuation Day; is the actual rate of foreign exchange on the day concerned in respect of the Reference Currency of the Original Sub-fund and the Reference Currency of the New Sub-fund, and is equal to 1 in relation to conversions between Sub-funds denominated in the same Reference Currency; is the Net Asset Value per Unit of the relevant Class of the New Sub-fund determined on the relevant Valuation Day. Any fees, taxes and stamp duties incurred in the respective countries upon changing Sub-funds are charged to the unitholder. Following such conversion of Units, the Management Company will inform the unitholder in question of the number of Units of the New Sub-fund obtained by conversion and the price thereof. Fractions of Units in the New Sub-fund to 3 decimal places will be issued, the Management Company, on behalf of the Fund, being entitled to receive the adjustment. Procedures for Redemptions and Conversions Representing 10% or more of any Sub-fund If any application for redemption or conversion is received in respect of any one Valuation Day, which either singly or when aggregated with other such applications so received, represents more than 10% of the net assets of any one Sub-fund, the Management Company reserves the right, in its sole and absolute discretion and without liability (and in the reasonable opinion of the Board that to do so is in the best interests of the remaining unitholders), to scale down pro rata each application with respect to such Valuation Day so that not more than 10% of the net assets of the relevant Sub-fund be redeemed or converted on such Valuation Day. To the extent that any application for redemption or conversion is not given full effect on such Valuation Day by virtue of the exercise by the Management Company of its power to pro-rate applications, such application shall be treated with respect to the unsatisfied balance thereof as if a further request had been made by the unitholder in question in respect of the next Valuation Day and, if necessary, subsequent Valuation Days, until such application shall have been satisfied in full. With respect to any application received in respect of such Valuation Day, to the extent that subsequent applications shall be received in respect of following Valuation Days, such later applications shall be postponed in priority to the satisfaction of applications relating to such first Valuation Day, but subject thereto shall be dealt with as set out above. Fund Charges The Fund pays for the various Sub-funds an aggregate fee (the "Aggregate Fee") of up to 1.20% per annum of the net assets of each Sub-fund, as specified for each Sub-fund in Appendix A. The Aggregate Fee is calculated and accrued on each Valuation Day and is payable quarterly in arrears. 17

18 This Aggregate Fee is used to pay the Management Company, the Central Administration, the Custodian, any distributors and any permanent representatives in places of registration of the Fund or any Sub-fund. The Aggregate Fee also covers all the costs incurred by the Fund and the Sub-funds, including, but not limited to all taxes levied on the assets and the income of the Fund (in particular, but not limited to, the taxe d abonnement and any stamp duties payable), fees for legal and auditing services, customary transaction fees and charges charged by the Custodian and its agents (including free payments and receipts and any reasonable out-of-pocket expenses, ie. stamp taxes, registration costs, scrip fees, special transportation costs, etc.), customary brokerage fees and commissions charged by banks and brokers for securities transactions and similar transactions, costs of extraordinary measures carried out in the interests of unitholders (in particular, but not limited to, arranging expert opinions and dealing with legal proceedings), all reasonable out-of-pocket expenses of the directors of the Management Company, registration fees and other expenses payable to governmental and supervisory authorities in any relevant jurisdictions, insurance costs and interest, which shall be borne by the Fund. The formation expenses of the Fund and each of the Sub-funds have been borne by the Fund and will be written off within the first five financial years. These costs are approximately evaluated at EUR 45,000.- and will be written off within the first five financial years. The preliminary expenses will only be borne by the Sub-funds which will be initially launched. Further Sub-funds will only bear the preliminary expenses relating to their own launching. Potential investors should however be aware that the investment policy of the Sub-funds is to invest in one or more sub-funds of the Master Funds or other UCIs and that this will result in the duplication or in certain cases to a triplication (in case the sub-funds of the Master Funds are of the fund of funds type) of certain fees or costs which will be charged both to the sub-funds of the Master Funds or other UCIs by their service providers as well as to the Fund or its respective Sub-funds by its service providers. Such fees and costs may include, but are not limited to subscription, redemption and conversion fees (although generally excluded or limited), formation expenses, custodian, administration, placement, management and performance fees, audit expenses and other associated costs. As a result the expenses borne by the Fund or its respective Sub-funds may constitute a higher percentage of the net asset value than in relation to other investment funds. Taxation The information set forth below is based on law and administrative practice in Luxembourg as at the date of this Prospectus and may be subject to modification thereof. The Fund At the date of this Prospectus, the Fund is not liable for any Luxembourg tax other than a once-and-for-all tax of EUR 1,200.- that was paid upon incorporation, and an annual taxe d abonnement of 0.01% per annum of the total net assets, calculated and payable at the end of each quarter. However, the Fund is not liable of any taxe d abonnement on the portion of the net assets invested in the Master-Fund. Investment income from dividends and interest received by the Fund may be subject to withholding taxes at varying rates. Such withholding taxes are not usually recoverable. The Sub-funds may be subject to certain other foreign taxes. Unitholders Under current legislation and administrative practice Unitholders are generally not subject to any capital gains, income or withholding tax in Luxembourg (exceptions may apply mainly to Unitholders who are domiciled, resident or have a permanent establishment in Luxembourg). 18

19 EU Savings Directive General principles On June 3, 2003, the EU Council of Economic and Finance Ministers adopted a new directive regarding the taxation of savings income (the "EU Savings Directive"). The EU Savings Directive is applied by Member States as from July 1, 2005 and has been implemented in Luxembourg by the law of June 21, 2005 (the "Law"). Under the EU Savings Directive, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a paying agent within the meaning of the EU Savings Directive to an individual or certain types of entities called "residual entities" resident(s) in that other Member State (or certain dependant and associated territories) For a transitional period, however, Austria, Belgium and Luxembourg are permitted to apply an optional information reporting system whereby if a beneficial owner does not comply with one of two procedures for information reporting, the Member State will levy a withholding tax on payments to such beneficial owner. The withholding tax system will apply for a transitional period during which the rate of withholding will be of 15% from July 1, 2005 to June 30, 2008, 20% from July 1, 2008 to June 30, 2011 and 35% as from July 1, The transitional period commences on July 1, 2005 and terminates at the end of the first fiscal year following agreement by certain non-eu countries to the exchange of information relating to such payments. See "European Union Directive on the Taxation of Savings Income in the Form of Interest Payments (Council Directive 2003/48/EC)". Also with effect from July 1, 2005, a number of non-eu countries (Switzerland, Andorra, Liechtenstein, Monaco and San Marino), and certain dependent or associated territories of certain Member States, have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a paying agent within its jurisdiction to, or collected by such a paying agent for, an individual or a residual entity in a Member State. In addition, Luxembourg has entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories (Jersey, Guernsey, Isle of Man, Montserrat, British Virgin Islands, Netherlands Antilles and Aruba) in relation to payments made by a paying agent in Luxembourg to, or collected by such a paying agent for, an individual or a residual entity resident in one of those territories. Rules applicable to Sub-funds In the context of the Luxembourg funds, the Law qualifies as interest (i) income distributed by the Subfunds or (ii) income realized upon the redemption, sale or refund of Shares. The impact of the EU Savings Directive on income from distribution and redemption, sale or refund arising from Shares depends on two basic principles: (i) the asset test and (ii) the look-through principle. The asset test provides that: (i) if a Sub-fund invests 15% or less of its assets in debt claims, distribution and profits on redemption, sale or refund arising from Shares are out of the scope of the withholding tax (de minimis rule), (ii) if a Sub-fund invests more than 15% and up to 40% of its assets in debt claims, distribution fall within the scope of the withholding tax (but not the redemption, sale or refund of Shares) and (iii) if a Sub-fund invests more than 40% of its assets in debts claims, the profits realized upon distribution and redemption, sale or refund fall within the scope of the withholding tax. According to the Law, the asset test can be determined by reference to the investment policy of a given Sub-fund and, failing which, by reference to the actual composition of its assets. Following the look-through principle, when a given Sub-fund falls within the ambit of the EU Savings Directive according to the asset test (see above), the withholding tax should be levied on the portion of the distribution or profit from the redemption, sale or refund deriving from the accumulated interest received by such Sub-fund. When a paying agent has no information concerning the proportion of the 19