MAESTRO SICAV (LUX) MAC BIC MAC BIC XANTRIUM PNAG E ...

MAESTRO SICAV (LUX) Investment Company with variable capital under Luxembourg law

Sales Prospectus January 2012

ASHBURTON GLOBAL CORE EQUITY FUND MAC BIC AVESCO SUBSTANZ GLOBAL MAC BIC AVESCO ZUWACHS GLOBAL TBIC GLOBAL EQUITY INDEX STRATEGY FUND XANTRIUM PNAG EQUITY PORTFOLIO FUND ROBUSTO MULTI-ASSET-CLASS FUND This document is a Complete Prospectus


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Contents

1. Information for prospective investors ..................................................................................................................... 3 2. The Company .......................................................................................................................................................... 3 3. Investment Policy .................................................................................................................................................... 3 4. Investment in Maestro SICAV (Lux)......................................................................................................................... 4

i. General Information Concerning Shares................................................................................................................................................ 4 ii. Subscription of Shares ........................................................................................................................................................................ 4 iii. Redemption of Shares......................................................................................................................................................................... 5 iv. Conversion of Shares.......................................................................................................................................................................... 5 v. Suspension of Calculation of the Net Asset Value and of the Issue, Redemption and Conversion of Shares............................................... 5 vi. Measures to Combat Money-Laundering .............................................................................................................................................. 5 vii. Market Timing .................................................................................................................................................................................... 6

5. Risk Factors............................................................................................................................................................. 6 6. Net Asset Value ....................................................................................................................................................... 7 7. Expenses and Taxes................................................................................................................................................ 8

1) Taxes ................................................................................................................................................................................................ 8 2) Expenses ........................................................................................................................................................................................... 8

8. Accounting Year ...................................................................................................................................................... 8 9. Appropriation of the net income and capital gains ................................................................................................. 8 10. Life of the company, liquidation and merging of Subfunds.................................................................................... 9 11. Meetings of Shareholders ....................................................................................................................................... 9 12. Information for Shareholders.................................................................................................................................. 9 13. Management and Administration ............................................................................................................................ 9

i. Investment Adviser.............................................................................................................................................................................. 9 ii. Custodian Bank.................................................................................................................................................................................. 9 iii. Central Administration ....................................................................................................................................................................... 10 iv. Main Parties..................................................................................................................................................................................... 10

14. Distribution of Shares abroad ............................................................................................................................... 10 15. The Subfunds ........................................................................................................................................................ 10 Maestro SICAV (Lux) Ashburton Global Core Equity Fund .......................................................................................... 11 Maestro SICAV (Lux) MAC BIC avesco Substanz Global ............................................................................................. 13 Maestro SICAV (Lux) MAC BIC avesco Zuwachs Global.............................................................................................. 18 Maestro SICAV (Lux) TBIC Global Equity Index Strategy Fund.................................................................................... 23 Maestro SICAV (Lux) XANTRIUM PNAG EQUITY PORTFOLIO FUND........................................................................... 25 Maestro SICAV (Lux) ROBUSTO Multi-Asset-Class Fund ............................................................................................ 29


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1. Information for prospective investors This Prospectus is valid only if accompanied by the last annual report, and also the latest semi-annual report if this was published after the latest annual report. These documents form part of this Prospectus. This Prospectus does not constitute an offer or solicitation to subscribe for shares (the “Shares”) in Maestro SICAV (Lux) (“the Company”) 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 anyone to whom it is unlawful to make such offer or solicitation.

The Prospectus contains provisions applicable to all Subfunds (as defined below) (chapters 1–5) and specific provisions relating to each Subfund (Chapter 15). An entire Prospectus (the “Complete Prospectus”) containing information relating to all the Subfunds is available at the registered office of the Company. The Company may issue one or several partial Prospectuses (the “Partial Prospectus”) with regard to the distribution of Shares in one or several Subfunds or for a specific distribution in a country. Any Partial Prospectus shall always contain the provisions applicable to all Subfunds in general (chapters 1–14) as supplemented by the specific provisions relating to a particular Subfund (Chapter 15) along with any additional provisions applicable locally in a country where a distribution is to be made.

This Prospectus is not available for general distribution in, from or into the United Kingdom because the Company is an unregulated collective investment scheme whose promotion is restricted by sections 238 and 240 of the Financial Services and Markets Act 2000. When distributed in, from or into the United Kingdom this Prospectus is only intended for investment professionals, high-net-worth companies, partnerships, associations or trusts of high net worth and suitable investment personnel of any of the foregoing (each within the Financial Services and Markets Act 2000 [Financial Promotion] Order 2005 (as amended) and any other persons to whom it may be communicated lawfully. No other person should act or rely on it. Persons distributing this Prospectus in, from or into the United Kingdom must satisfy themselves that it is lawful to do so.

The Company’s Shares have not been, and will not be, registered under the United States Securities Act of 1933 (“1933 Act”) or the securities laws of any of the states of the United States. Therefore, the Shares in the Subfunds described in this Sales Prospectus may not be offered or sold directly or indirectly in the United States of America, except pursuant to an exemption from the registration requirements of the 1933 Act. Information which is not contained in this Prospectus, or in the documents mentioned herein which are available for inspection by the public, shall be deemed unauthorized and cannot be relied upon.

The Company draws the investors’ attention to the fact that any investor will only be able to fully exercise its investor rights directly against the Company, notably the right to participate in General Meetings of Shareholders if the investor is registered itself and in its own name in the registered account kept for the Company and its Shareholders by the Company’s Central Administration. In cases where an investor invests in the Company through an intermediary investing into the Company in its own name but on behalf of the investor, it may not always be possible for the investor to exercise certain shareholder rights directly against the Company. Investors are advised to take advice on their rights.Potential investors 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, holding, conversion, redemption or disposal of Shares. Further tax considerations are set out in Chapter 7, Expenses and Taxes”.

Information about distribution in various countries is set out in Chapter 14 “Distribution of Shares”.

Potential investors who are in any doubt about the contents of this Prospectus should consult their bank, broker, solicitor, accountant or other independent financial advisor.

This Prospectus may be translated into other languages. To the extent that there is any inconsistency between the English-language Prospectus and a version in another language, the English-language Prospectus shall prevail, unless stipulated otherwise by the laws of any jurisdiction in which the Shares are sold.

Investors should read and consider the risk discussion in Chapter 5, “Risk Factors”, before investing in the Company.

2. The Company The Company has been established in Luxembourg on 11 May 2007 as a public limited company (société anonyme) in the form of an investment company with variable capital (société d’investissement à capital variable, SICAV) under Part II of the Luxembourg law of 20 December 2002 relating to undertakings for collective investments, as amended and is subject to Part II of the law of 17 December 2010 relating to undertakings for collective investment (the “UCI Law”). The articles of incorporation of the Company (as updated from time to time) («Articles of Incorporation») have been published in the Mémorial C Recueil Spécial des Sociétés et Associations of 12 June 2007. The Articles of Incorporation are deposited with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés), where the Company is registered under No. B127905. The initial capital of the Company on its establishment amounted to EUR 32,000 and thereafter corresponds to the total net asset value of the Company provided that the minimum capital of the Company shall be EUR 1,250,000; which had to be reached within six months of the date on which the Company is authorized. The capital of the Company shall be expressed in Euro.

Credit Suisse (Luxembourg) S.A. has been entrusted with the duties of Custodian Bank.

The duties of investment adviser will be performed by the Investment Advisers named in respect of the relevant Subfund in Chapter 15, «Investment Adviser» and the central administration duties by Credit Suisse Fund Services (Luxembourg) S.A. («Central Administration»). The distribution of the Company’s Shares shall be performed by the distributors and selling agents mentioned in Chapter 13, «Management and Administration», section iv., «Main Parties»).

The Company has an umbrella structure and therefore consists of at least one Subfund (each referred to as a «Subfund»).

The Board of Directors of the Company (the «Board of Directors») may at any time establish new Subfunds with shares having similar characteristics to the Shares in the existing Subfunds and create and issue new classes of shares (the «Classes of Shares») within any Subfund, in which case this Prospectus shall be amended accordingly.

The characteristics of each possible Class of Shares are described in this Prospectus and in particular in Chapter 4, «Investment in Maestro SICAV (Lux)», and in Chapter 15, «The Subfunds».

The Subfunds each represent a portfolio of securities with different assets and liabilities, and each Subfund is considered a separate entity in relation to the shareholders of the Company (the “Shareholders”) and third parties.

The individual Subfunds shall be designated by the names given in Chapter 15, «The Subfunds». The reference currency in which the net asset value of the corresponding shares of a Subfund is expressed is given in Chapter 15, «The Subfunds».

3. Investment Policy The primary objective of the Company is to provide investors with an opportunity to invest in professionally managed portfolios. The investment objective and policy of the individual Subfunds are described in Chapter 15, «The Subfunds» and the investments of the individual Subfunds are conducted in accordance with the investment restrictions as set out in Chapter 15, «The Subfunds».

The assets of the Company will be allocated, in accordance with the principle of risk-spreading, in accordance with the policies to be set out by the Board of Directors from time to time and following the different investment objectives and strategies for each Subfund. The Company may make these allocations with the assistance of the Investment Advisers. Details of any Investment Adviser for the relevant Subfund are set out in Chapter 15, «The Subfunds» of the Complete Prospectus and/or the relevant Partial Prospectus, as the case may be.

Each of the Subfunds may hold ancillary liquid assets.

If the investment limits detailed in Chapter 15 for the relevant Subfund are exceeded for reasons beyond the reasonable control of the Company or as a result of the exercise of subscription rights, the Company must reduce its holding of the relevant securities as a priority objective for its sales transactions so as to comply with the relevant investment limits, taking due account of the interests of the Shareholders.


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The strategies and instruments used by individual Subfunds may be speculative and entail substantial risks. There can be no assurance that the investment objectives of a Subfund will be attained. For further information, see Chapter 5, «Risk Factors», and Chapter 15 for the relevant Subfund.

Unless otherwise stated in Chapter 15, «The Subfunds», each Subfund may lend securities from its assets in accordance with the terms and procedures set down by a recognized securities clearing institution as well as by other first-class financial institutions specializing in this type of transaction. Such operations may not continue for a period longer than 30 days and may not exceed half of the value of each Subfund’s securities portfolio, except if these contracts may be terminated at any time and the securities lent can be refunded.

Furthermore, each Subfund must in principle receive security, the value of which during the whole lending period must be at least equal to the value of the securities lent. This security must be given in the form of first-class bank guarantees, liquid assets, units in money market or cash funds that have received the highest possible rating from a recognized rating agency and/or securities issued or guaranteed by an OECD member state or its local authorities, by supranational institutions or by organizations at the community, regional or international level, and such assets or securities must be frozen under the name of the Subfund until expiry of the lending period.

During the first six months following the authorization of a Subfund in Luxembourg, the risk spreading rules and/or investment restrictions set out in Chapter 15, “The Subfunds” need not be complied with, provided that the principle of risk diversification is observed. If the limits set out in Chapter 15, “The Subfunds” are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, the Company shall as a matter of priority remedy that situation, taking due account of the interests of the Shareholders. 4. Investment in Maestro SICAV (Lux) i. General Information Concerning Shares Within each Subfund one or more Classes of Shares may be offered which may differ in various characteristics, e.g. sales charge, commissions, appropriation of income, currency or regarding the intended circle of investors.

The types of Classes of Shares, their initial issue price and initial offering date where applicable, the related fees and charges and their respective reference currency are described in Chapter 15, «The Subfunds» for the relevant Subfund. In addition, certain other fees, charges and expenses shall be paid out of the assets of the Subfunds. For further information, see Chapter 7, «Expenses and Taxes».

Unless otherwise stated in Chapter 15, «The Subfunds», shares of Subfunds are not available as physical certificates.

Further details are set out below in Section ii, «Subscription of Shares».

Shares may be held via collective depositories. In such cases Shareholders shall receive a credit advice in relation to their Shares from the depository of their choice (for example, their bank or broker), or Shares may be held by Shareholders directly in a registered account kept for the Company and its Shareholders by the Central Administration. Shares held by a depository may be registered in an account of the Shareholder with the Central Administration or transferred to an account with other depositories approved by the Company or participating in the Euroclear or Clearstream Banking System S.A. clearing systems, unless otherwise set out in Chapter 15; «The Subfunds». Conversely, Shares held in a Shareholder’s account kept by the Central Administration may at any time be transferred to an account with a depository.

The Board of Directors may split or merge the Shares in the interest of the Shareholders.

ii. Subscription of Shares Shares may be purchased on any Subscription Date (as defined below) specified as such in Chapter 15 «The Subfunds» for the relevant Subfund at the net asset value per share of the relevant Class of Shares of the Subfund, calculated on the date that is defined as Calculation Date (as defined below) for the relevant Subfund (based on the method of calculating the «Net Asset Value» as described in Chapter 6), plus the applicable sales charges and any taxes.

In addition, the Company may in the interest of the Shareholders accept assets as payment for subscription («contribution in kind»), provided the offered assets correspond to the investment policy and the investment restrictions of the respective subfund. Each subscription of shares against contribution in kind will be included in a valuation report issued by the independent auditor of the Company. The Board of Directors may, at its sole discretion, reject all or several offered securities constituting a contribution in kind without giving reasons. All costs caused by such contribution in kind (including the costs for the valuation report, broker fees, expenses, commissions, etc.) shall be borne by the investor.

Written subscription applications must be submitted to the Central Administration or a selling agent authorized by the Company to accept applications for the subscription or redemption of Shares (the “Selling Agent”).

The subscription applications shall be settled as defined in Chapter 15 for the relevant Subfund.

Subscription applications must be received before the cut-off-time specified for the relevant Subfund. Applications received after the relevant cut-off-time on a Subscription Date shall be deemed to have been received prior to the cut-off-time on the following Subscription Date.

Payment must be received within the time period specified for the relevant Subfund in Chapter 15, “The Subfunds”.

Sales charges on Shares shall accrue to the banks and other financial institutions engaged in the distribution of the Shares. Any taxes incurred on the issue of Shares shall also be charged to the investor. Subscription monies shall be paid in the currency in which the relevant Shares are denominated or, if requested by the investor and at the sole discretion of the Central Administration, in another convertible currency. Payment shall be effected by bank transfer to the bank accounts of the Custodian Bank, details of which are given on the subscription form. Investors may also enclose a cheque with the subscription form. The cheque collection fee, if any, shall be deducted from the subscription amount before allocating it to the purchase of Shares.

The issue of Shares shall be made upon the receipt of the issue price in cleared funds by the Custodian Bank. Notwithstanding the above, the Company may, at its own discretion, decide that the subscription application will only be accepted following the receipt of cleared funds by the Custodian Bank.

Investors may, at the discretion of the Central Administration, pay the subscription monies for shares in a convertible currency other than the currency in which the relevant Class of Shares is denominated. Such subscription monies which are received by the Custodian bank as cleared funds shall be automatically converted by the Custodian Bank into the currency in which the relevant shares are denominated. The proceeds of conversion from the currency of payment to the currency of denomination less fees and exchange commission shall be allocated to the purchase of shares.

The minimum value or number of shares which must be held by a Shareholder in a particular Class of Shares is set out in Chapter 15, «The Subfunds». Such minimum holding requirement may be waived in any particular case at the sole discretion of the Company.

Subscriptions and redemptions of fractional shares shall be permitted up to three decimal places. Fractional shares have no voting-rights. A holding of fractional Shares shall entitle the Shareholder to proportional rights in relation to such Shares. It may be the case that clearing institutions will be unable to process holdings of fractional Shares. Investors should verify whether that is the case.

Within the scope of their distribution activities, the Company and the Central Administration are entitled to refuse subscription applications and temporarily or permanently suspend or limit the sale of Shares to individuals or corporate bodies in particular countries if such sale might disadvantage the Company in some way or if subscription in the country concerned is in contravention of applicable laws. Moreover, where new investments would adversely affect the achievement of the investment objective, the Company may decide to suspend the issue of Shares on a permanent or temporary basis. The Company may at any time and at its own discretion proceed to redeem Shares held by Shareholders who are not entitled to acquire or possess such Shares.


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iii. Redemption of Shares The Company shall in principle redeem shares on any Redemption Date (as defined below) specified as such in Chapter 15 for the relevant Subfund at the net asset value per share of the relevant Class of Shares of the Subfund, calculated on the date that is specified as a Calculation Date for the relevant Subfund (based on the method of calculating the net asset value as described in Chapter 6) minus the applicable redemption charges and any taxes.

Whether and to what extent the redemption price is lower or higher than the purchase price paid depends on the development of the net asset value of each Class of Shares.

Redemption applications must be submitted to the Central Administration or other Selling Agents. Redemption applications for shares held by a depository must be submitted to the depository concerned. Redemption applications must be received before the cut-off-time specified for the relevant Subfund. Applications received after the relevant cut-off-time on a Redemption Date shall be deemed to have been received prior to the cut-off-time on the following Redemption Date.

If the execution of a redemption application would result in the relevant investor’s holding in a particular Class of Shares falling below the minimum holding requirement for that Class of Shares as set out in Chapter 15, «The Subfunds», the Company may, without further notice to the investor, treat such redemption application as though it were an application for the redemption of all shares of that Class held by the investor.

Equally, shares of Classes of Shares, which may only be purchased by certain investors, shall automatically be redeemed if the investor does not satisfy the requirements for that Class of Shares anymore.

Since provision must be made for an adequate proportion of liquidity in the Subfunds’ assets, payment of the redemption price of the shares shall be made within a reasonable delay following calculation of the redemption price (see, however, section v. “Suspension of Calculation of the Net Asset Value and of the Issue, Redemption and Conversion of Shares” hereunder). This delay is specified for the relevant Subfund in Chapter 15 but shall not apply where specific statutory provisions, such as foreign exchange or other transfer restrictions or other circumstances beyond the Custodian Bank’s control make it impossible to transfer the redemption amount.

In the case of very large redemption applications, the Company may decide to defer payment until it has sold corresponding assets without undue delay. Where such a measure is necessary, all redemption applications received on the same day shall be settled at the same price.

Payment shall be made by means of remittance to a bank account or by cheque, or if possible by cash in the currency that is legal tender in the country where payment is to be made, after conversion of the sum in question. If, at the sole discretion of the Custodian Bank, payment is to be made in a currency other than that in which the relevant shares are denominated, the amount to be paid shall be the proceeds of conversion from the currency of denomination to the currency of payment less all fees and exchange commission.

Upon payment of the redemption price, the corresponding share shall cease to be valid.

iv. Conversion of Shares Unless stated otherwise in Chapter 15, «The Subfunds», holders of a particular Class of Shares of a Subfund may at any time convert some or all of their shares into shares of the same Class of Shares in another Subfund or into another Class in the same or another Subfund (based on the method of calculating the “Net Asset Value” as described in Chapter 6), provided this satisfies the requirements (see Chapter 15, «The Subfunds») for the Class of Shares into which such shares are converted. The fee charged for such conversions shall not exceed half the initial sales charge of the Class of Shares into which the shares are converted. Conversion charges on shares shall accrue to the banks and other financial institutions engaged in the distribution of the shares.

Unless stated otherwise in Chapter 15, «The Subfunds», conversion applications must be completed and received in the same manner (including as to deadlines for acceptance) as for subscription and redemption of shares.

Where processing an application for the conversion of shares would result in the relevant investor’s holding in a particular Class of Shares falling below the minimum holding requirement for that Class of Shares

set out in Chapter 15, «The Subfunds», the Company may, without further notice to the investor, treat such conversion application as though it were an application for the conversion of all shares held by the investor in that Class of Shares.

Where shares denominated in one currency are converted into shares denominated in another currency, the fees and exchange commission incurred are taken into consideration and deducted.

v. Suspension of Calculation of the Net Asset Value and of the Issue, Redemption and Conversion of Shares

The Company may suspend calculation of the net asset value and/or the issue, redemption and conversion of shares of a Subfund where a substantial proportion of the assets of the Subfund:

a) cannot be valued because a stock exchange or market is closed outside the normal public holidays, or when trading on such stock exchange or market is restricted or suspended; or

b) is not freely accessible because a political, economic, military, monetary or other event beyond the control of the Company does not permit the disposal of the Subfund’s assets, or such disposal would be detrimental to the interests of Shareholders; or

c) cannot be valued because of disruption to the communications network or any other reason makes valuation impossible; or

d) is not available for transactions because limitations on foreign exchange or other types of restrictions make asset transfers impracticable or if pursuant to objective verifiable measures transactions cannot be effected at normal foreign exchange transaction rates.

Investors applying for, or who have already applied for, the purchase, redemption or conversion of Shares in the respective Subfund shall be notified of the suspension without delay so that they are given the opportunity to withdraw their application. Notice of the suspension shall be published as described in Chapter 12, «Information to Shareholders» if, in the opinion of the Board of Directors of the Company, the suspension is likely to last for longer than one week.

Suspension of the calculation of the net asset value of one Subfund shall not affect the calculation of the net asset value of the other Subfunds if none of the above conditions apply to such other Subfunds.

vi. Measures to Combat Money-Laundering The Selling Agents are obliged by the Company to ensure compliance with all current and future statutory or professional regulations applicable in Luxembourg aimed at combating money laundering. These regulations stipulate that the Selling Agents are under an obligation, prior to submitting any application form to the Central Administration, to verify the identity of the purchaser and beneficial owner as follows, the Central Administration being entitled at its own discretion to request further identification documentation or to refuse to accept purchase applications upon the submission of all documentary evidence: a) where the subscriber is an individual, a copy of the passport or

identity card of the subscriber (and the beneficial owner/s of the Shares where the subscriber is acting on behalf of another individual), which has been properly verified by a suitably qualified official of the country in which such individual is domiciled;

b) where the subscriber is a company, a certified copy of the company’s registration documentation (e.g. articles of association or incorporation) and an excerpt from the relevant commercial register. The company’s representatives and (where the shares issued by a company are not sufficiently broadly distributed among the general public) shareholders must then observe the disclosure requirements given in point a) above.

The Central Administration of the Company is however entitled at its own discretion to request, at any time, further identification documentation related to a subscription application or to refuse to accept subscription applications upon the submission of all documentary evidence. The Selling Agents shall ensure that their sales offices adhere to the aforementioned verification procedure at all times. The Central Administration and the Company shall at all times be entitled to request evidence of compliance from the Selling Agents. Furthermore, the Selling Agents accept that they are subject to, and must properly enforce, the relevant national regulations aimed at combating money laundering and terrorist financing. The Central Administration is responsible for observing the aforementioned verification procedure in the event of purchase


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applications submitted by Selling Agents which are not operators in the financial sector or which are operators in the financial sector but are not subject to an identity verification requirement equivalent to that existing under Luxembourg law. Permitted financial sector operators from member states of the EU, EEA and/or FATF (Financial Action Task Force on Money Laundering) are generally deemed to be subject to an identity verification requirement equivalent to that existing under Luxembourg law. The same applies to their branches and subsidiary companies in countries other than those mentioned above, provided the financial sector operator is obliged to monitor compliance with the identity verification requirement on the part of its branches and subsidiary companies.

vii. Market Timing The Company does not allow «Market Timing» (as defined for Luxembourg Regulator purposes from time to time), being the unfair taking advantage of differences in value of investment funds by short term and systematic dealing in fund shares. Therefore the Company reserves the right to refuse those subscription and conversion applications that, in discretion of the Company, are suspicious and to take appropriate measures for the protection of the other investors.

5. Risk Factors Potential investors should consider the following risk factors before investing in the Company. The list of risk factors set out below does, however, not purport to be a complete explanation of the risks involved in investing in the Company. Potential investors should carefully read the entire Prospectus, including any additional risk factors listed in Chapter 15 for the relevant Subfund and inform themselves, and where appropriate consult their investment advisor, as to the tax consequences of buying, holding, converting, redeeming or otherwise disposing of Shares under the law of their country of citizenship, residence or domicile (further details are set out in Chapter 7, «Expenses and Taxes»).

Investors should be aware that the investments of the Company are subject to normal market fluctuations and other risks inherent in investing in securities and other financial instruments. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company. There is no assurance that the investment objective of a particular Subfund will actually be achieved or that any appreciation in the value of the assets will occur.

The net asset value of a Subfund may vary as a result of fluctuations in the value of the underlying assets of such Subfund and the income derived therefrom.

Investors are reminded that in certain circumstances their right to redeem Shares may be suspended (see Chapter 4, section v. “Suspension of Calculation of the Net Asset Value and of the Issue, Redemption and Conversion of Shares”).

Depending on the currency of the investor’s domicile, exchange-rate fluctuations may adversely affect the value of an investment in one or more of the Subfunds. Moreover, in the case of an alternate currency class in which the currency risk is not hedged, the result of the associated foreign-exchange transactions may have a negative influence on the performance of the corresponding Class of Shares.

Equities

The risks associated with investments in equity (and equity-type) securities include significant fluctuations in market prices, adverse issuer or market information and the subordinate status of equity in relation to debt paper issued by the same company.

Potential investors should also consider the risk attached to fluctuations in exchange rates, possible imposition of exchange controls and other restrictions.

The companies in which shares are purchased are generally subject to different accounting, auditing and financial reporting standards in different countries of the world. The volume of trading, volatility of prices and liquidity of issuers may differ between the markets of different countries. In addition, the level of government supervision and regulation of securities exchanges, securities dealers and listed and unlisted companies is different throughout the world. The laws of some countries may limit the ability to invest in securities of certain issuers located in those countries.

Different markets also have different clearance and settlement procedures. Delays in settlement could result in a portion of the assets of a Subfund remaining temporarily uninvested and in attractive investment opportunities being missed. Inability to dispose of portfolio securities due to settlement problems could also result in losses.

Fixed-Interest Securities

Investments in securities of issuers from different countries and denominated in different currencies offer potential benefits not available from investments solely in securities of issuers from a single country, but also involve certain significant risks that are not typically associated with investing in the securities of issuers located in a single country. Among the risks involved are fluctuations in currency exchange rates and the possible imposition of exchange control regulations or other laws or restrictions applicable to such investments. A decline in the value of a particular currency in comparison with the reference currency of the Subfunds would reduce the value of certain portfolio securities that are denominated in the former currency.

Although it is the policy of the Company to hedge the currency exposure of Subfunds against their respective reference currencies, hedging transactions may not always be possible and currency risks cannot therefore be excluded.

The following risks may also be associated with fixed-interest securities:

(a) issuers are generally subject to different accounting, auditing and financial reporting standards in different countries throughout the world. The volume of trading, volatility of prices and liquidity of issuers may differ between the markets of different countries. In addition, the level of government supervision and regulation of securities exchanges, securities dealers and listed and unlisted companies differs from one country to another. The laws of some countries may limit the Company’s ability to invest in securities of certain issuers.

(b) Different markets also have different clearing and settlement procedures. Delays in settlement could result in a portion of the assets of a Subfund remaining uninvested for certain periods, during which no return is earned thereon. The inability of the Company to make intended security purchases due to settlement problems could cause a Subfund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to a Subfund due to subsequent declines in value of the portfolio security or, if a Subfund has entered into a contract to sell the security, could result in possible liability to the purchaser.

(c) An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, may fluctuate independently of each other.

Interest and Exchange-Rate Fluctuations

Each Subfund may enter into hedging arrangements on currencies to protect against declines in the value of investments denominated in currencies other than the reference currency, and against increases in the cost of investments denominated in currencies other than the reference currency.

The net asset value of a Subfund invested in fixed-income securities will change in response to fluctuations in interest rates and exchange rates. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline the value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the value of fixed-income securities generally can be expected to decline. The performance of investments in fixed-income securities denominated in a specific currency will also depend on the interest-rate environment in the country issuing the currency. As the net asset value per share-class of a Subfund is calculated in its reference currency, the performance of investments denominated in a currency other than the reference currency will depend on the strength of such currency against the reference currency and on the interest rate environment in the country issuing the currency. In the absence of other events that could otherwise affect the value of non-reference currency investments (such as a change in the political climate or an issuer’s credit quality), an appreciation in the value of the non-reference currency generally can be expected to increase the value of a Subfund’s non-


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reference currency investments in terms of the reference currency. A rise in interest rates or decline in the value of non-reference currencies relative to the reference currency generally can be expected to depress the value of a Subfund’s non-reference currency investments.

Illiquid Assets

When the Company invests in securities, which are not traded on exchanges or on regulated markets, it may be unable to readily sell such securities. Moreover, there may be contractual restrictions on resale of such securities. In addition, the Company may engage in futures contracts, or options or other derivatives contracts thereon in limited circumstances, and such instruments may also be subject to illiquid situations when market activity decreases or when a daily fluctuation limit has been reached. Most futures exchanges restrict the fluctuations in future contract prices during a single day by regulations referred to as “daily upper limits”. When the price of a future contract increases or falls to the maximum limit, the Company may be prevented from promptly liquidating unfavorable positions, which may result in losses.

Small to Mid-Cap Companies

Investing in the securities of smaller, lesser-known companies involves greater risk and the possibility of greater price volatility due to the less certain growth prospects of smaller firms, the lower degree of liquidity of the markets for such stocks and the greater sensitivity of smaller companies to changing market conditions.

Concentration on Certain Countries/Regions

Where a Subfund restricts itself to investing in securities of issuers located in a particular country or countries, such concentration will expose the Subfund to the risk of adverse social, political or economic events which may occur in that country or countries.

The risk increases if the country in question is an emerging market. Investments in these Subfunds are exposed to the risks which are described; in Chapter 15 for the relevant Subfund. These may be exacerbated by the special factors pertaining to this emerging market.

Use of Derivatives

While the use of derivatives can be beneficial, derivatives also involve risks different from, and, in certain cases, greater than, the risks presented by more traditional investments.

Derivative products are highly specialized financial instruments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of monitoring the performance of the derivative under all possible market conditions.

If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous price.

The other risks associated with the use of derivatives include the risk of mispricing or false valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. Many derivatives are complex and are often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Company. Consequently, the Company’s use of derivatives may not always be an effective means of, and sometimes could be counterproductive to, furthering the Subfund’s investment objectives.

Derivative instruments also carry the risk that a loss may be sustained by the Subfund as a result of the failure of another party to a derivative (usually referred to as a “counterparty”) to comply with the terms of the contract. The credit risk for exchange-traded derivatives is generally less than for privately negotiated derivatives, since the clearing house, which is the issuer or counterparty to each exchange-traded derivative, provides a guarantee of performance.

Market Risk

This is a general risk attendant to all investments that the value of a particular investment could change in a way that is detrimental to the Company’s interests.

Leveraging Risk

Some of the Subfunds may maintain net open positions in securities, currencies or financial instruments with an aggregate value in excess of such Subfund’s net asset value (leverage). The leverage factor and its calculation method are specified in the relevant Subfund. Such leverage

presents the potential for significant profits but also entails a high degree of risk including the risk that losses in excess of the amount invested will be sustained.

Even where a Subfund will not be leveraged, certain transactions may give rise to a form of leverage if the Subfund may borrow funds and/or employ financial instruments and techniques with an embedded leverage effect. The consequence of the leverage effect is that the value of a Subfund’s assets increases faster if capital gains arising from investments financed through leverage exceed the related costs, notably the interest on borrowed monies and premiums payable on derivative instruments. A fall in prices, however, causes a faster decrease in the value of the fund’s assets. In extreme cases this may result in individual Subfunds becoming worthless.

In any instance the liability of each shareholder is limited to the amount invested in the relevant Share-class.

Commodity Risk

Certain Subfunds’ investments in commodity linked derivative instruments may subject the relevant Subfund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Use of leveraged commodity-linked derivatives creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility of the net asset value of the relevant Subfund).

6. Net Asset Value The net asset value of the shares of each Subfund shall be calculated on the date that is defined as ”Calculation Date” for the relevant Subfund.

For this purpose, the assets and liabilities of the Subfund shall be allocated to the individual Classes of Shares, and the calculation is carried out by dividing the total net assets of the Subfund by the total number of shares outstanding for the relevant Subfund or the relevant Class of Shares. If the Subfund in question has more than one Class of Share, that portion of the total net assets of the Subfund attributable to the particular Class will be divided by the number of issued Shares of that Class of Shares.

The net asset value of an alternate currency Class of Shares shall be calculated first in the reference currency of the relevant Subfund. Calculation of the net asset value of the alternate currency Class shall be carried out through conversion at the mid-market rate between the reference currency and the alternate currency.

The net asset value of the alternate currency Class of Shares will in particular reflect the costs and expenses incurred for the currency conversion in relation with subscription, redemption and conversion of fund Shares in this Class of Shares and for hedging the currency risk.

Unless stated otherwise in Chapter 15, «The Subfunds», the assets of each Subfund shall be valued as follows:

a) Securities which are listed on a stock exchange or which are regularly traded on such shall be valued at the last available purchase price. If such a price is not available for a particular trading day, but a closing mid-price (the mean of the closing bid and ask prices) or a closing bid price is available, the closing mid-price, or alternatively the closing bid price, may be taken as a basis for the valuation.

b) If a security is traded on several stock exchanges, the valuation shall be made by reference to the exchange on which it is primarily traded.

c) In the case of securities for which trading on a stock exchange is not significant although a secondary market with regulated trading among securities dealers does exist, the valuation may be based on this secondary market.

d) Securities traded on a regulated market shall be valued in the same way as securities listed on a stock exchange.

e) Securities that are not listed on a stock exchange and are not traded on a regulated market shall be valued at their last available market price. If no such price is available, the Company shall value


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these securities in accordance with other criteria to be established by the Board of Directors and on the basis of the probable sales price, the value of which shall be estimated with due care and in good faith.

f) Shares and units in undertakings for collective investments (“UCIs”) shall be valued on the basis of their most recently calculated net asset value, where necessary taking due account of the redemption fee. Where no net asset value and only buy and sell prices are available, the shares or units in a UCI may be valued at the mean of such buy and sell prices.

g) Derivatives shall be treated in accordance with e) above.

h) Fixed-term deposits and similar assets shall be valued at their respective nominal value plus accrued interest.

i) The valuation price of a money-market investment, based on the net acquisition price, shall be progressively adjusted to the redemption price whilst keeping the resulting investment return constant. In the event of a significant change in market conditions, the basis for the valuation of different investments shall be brought in line with the new market yields.

The amounts resulting from such valuations shall be converted into the reference currency of each Subfund at the prevailing mid-market rate. Foreign exchange transactions conducted for the purpose of hedging currency risks shall be taken into consideration when carrying out this conversion.

If a valuation in accordance with the above rules is rendered impossible or incorrect owing to special or changed circumstances, then the Board of Directors shall be entitled to use other generally recognized and auditable valuation principles in order to value the Subfund’s assets.

The net asset value of the share shall be rounded up or down, as the case may be, to the next smallest unit of the reference currency which is currently used unless stated otherwise in Chapter 15, «The Subfunds».

The total net asset value of the Company shall be calculated in Euros.

7. Expenses and Taxes 1) Taxes

The following summary is based on the laws and practices currently applicable in the Grand Duchy of Luxembourg and is subject to changes thereto.

Unless otherwise stated in Chapter 15, «The Subfunds», the Company’s assets are subject to a tax («taxe d’abonnement») in the Grand Duchy of Luxembourg of max. 0.05% p.a., payable quarterly.

The Company’s income is not taxable in Luxembourg. In Luxembourg, no tax shall be deducted at source from any Company income distributed to Shareholders.

Dividends, interest, income and gains received by the Company on its investments may be subject to non-recoverable withholding tax or other taxes in the countries of origin.

According to the legislation currently in force, Shareholders are not required to pay any income, gift, inheritance or other taxes in Luxembourg, unless they are resident or domiciled in Luxembourg or maintain a permanent establishment there.

The tax consequences will vary for each investor in accordance with the laws and practices currently in force in a Shareholder’s country of citizenship, residence or temporary domicile, and in accordance with his or her personal circumstances.

Investors should therefore ensure they are fully informed in this respect and should, if necessary, consult their financial advisor.

2) Expenses Unless stated otherwise in Chapter 15, «The Subfunds», the Company shall bear the costs specified below:

a) standard brokerage and bank charges incurred by the Company through securities transactions in relation to the portfolio (these charges shall be included in the acquisition cost of such securities and deducted from the sale proceeds);

b) a management fee as specified in Chapter 15 for each of the Subfunds. The Central Administration, the Investment Manager(s) and the distributors/selling agents shall be paid out of this fee. The management fee may be charged at

different rates for individual Subfunds and Classes of Shares within a Subfund or may be waived in full. Further details of the management fees may be found in Chapter 15, «The Subfunds»;

c) additional performance-related fees for the respective Subfund, as set out in Chapter 15, «The Subfunds», if any;

d) fees payable to the Custodian Bank and any prime brokers at rates agreed from time to time with the Company on the basis of rates prevailing in Luxembourg, and which are based on the average total net assets of the respective Subfund or the value of securities held or determined as a fixed sum;

e) all other charges incurred for sales activities and other services rendered to the Company but not mentioned in the present section.

f) expenses, including those for legal advice, which may be incurred by the Company or the Custodian Bank through measures taken on behalf of the Shareholders;

g) the cost of preparing, depositing and publishing any documents including the articles of incorporation, notifications for registration, prospectuses or written memoranda for all government authorities and stock exchanges (including local securities dealers’ associations) which are required in connection with the Company or with the offering of the Shares; the cost of printing and distributing annual and semi-annual reports for the Shareholders in all required languages, together with the cost of printing and distributing all other reports and documents which are required by the relevant legislation or regulations of the above-mentioned authorities; the cost of book-keeping and calculating the daily net asset value, the cost of notifications to Shareholders including the publication of prices for the Shareholders, the fees and costs of the Company’s auditors, and all other similar administrative expenses, and other expenses directly incurred in connection with the offer and sale of Shares, including the cost of printing copies of the aforementioned documents or reports as are used in marketing the Shares. The cost of advertising may also be charged.

All recurring fees shall first be deducted from investment income, then from the gains from securities transactions and then from fixed assets. The costs of establishing the Company and the Subfunds as well as other nonrecurring expenses may be written off over a period of up to five years.

The costs of establishing new Subfunds or Classes of Shares shall also be written off over a maximum of five years.

The expenses attributable to the individual Subfunds are allocated directly; otherwise the expenses shall be divided among the individual Subfunds in proportion to the total net assets of each Subfund.

8. Accounting Year The accounting year of the Company closes on 31 May of each year.

The Company’s assets shall be audited by PricewaterhouseCoopers Sàrl.

9. Appropriation of the net income and capital gains Capital-growth Shares No distribution is envisaged for each Class of Shares which are constituted by capital-growth shares of each Subfund (see Chapter 15, «The Subfunds») and the income generated shall be used to increase the net asset value of the shares (capital growth), after deduction of costs. However, the Company may distribute within the limits provided by law from time to time, in whole or in part, net income and/or realized capital gains, after deduction of realized capital losses.

Distribution Shares

The Board of Directors is entitled to determine the payment of interim dividends and decides to what extent and at what time distributions are to be made from the net investment income attributable to each Class of Shares which are constituted by Distribution Shares of the Subfund in question. In addition, gains made on the disposal of assets belonging to the Subfund may be stated in the profit and loss statement in full or in part and distributed to investors. Further distributions from the Subfund’s


9

assets may be carried out in order to achieve an appropriate distribution ratio. Appropriation of the annual result as well as other distributions are proposed by the Board of Directors to the annual general meeting of Shareholders and are determined by the latter. Under no circumstances whatsoever may distributions result in the Company’s capital falling below the minimum amount prescribed by law.

General Information

Payment of income distributions shall be made in the manner described in Chapter “Redemption of Shares”. Claims for distributions which are not made within five years of maturity shall lapse and the assets involved shall revert to the respective Subfund. 10. Life of the company, liquidation and merging of Subfunds Unless stated otherwise in Chapter 15, «The Subfunds», the Company and the Subfunds have been established for an unlimited period. However, an extraordinary general meeting of Shareholders may dissolve the Company. The validity of this decision needs the minimum quorum prescribed by Luxembourg law. If the Company is liquidated, the liquidation shall be carried out in accordance with Luxembourg law and the liquidator(s) named by the general meeting of Shareholders shall dispose of the Company’s assets in the best interests of the Shareholders and the net liquidation proceeds of the Subfunds shall be distributed pro rata to the Shareholders of the Subfunds.

The dissolution of a Subfund and the compulsory redemption of Shares in the Subfund concerned may be decided by the Board of Directors of the Company, if the dissolution is deemed to be appropriate after due consideration of the interests of the Shareholders.

The dissolution of a Subfund and the compulsory redemption of shares in the Subfund concerned may be made upon:

– a resolution of the Board of Directors if the total net asset value of the Subfund concerned is below EUR 15 million or the equivalent in another currency, or

– a resolution of a general meeting of Shareholders in the relevant Subfund, whereby the Articles of Incorporation state that the quorum and majority requirements prescribed by Luxembourg law for decisions regarding amendments to the Articles of Incorporation are applicable to such meetings.

Any decision of the Board of Directors to dissolve a Subfund shall be published as specified in Chapter 12 «Information to Shareholders». The net asset value of shares in the Subfund concerned shall be paid at the date of the compulsory redemption.

Any redemption proceeds that cannot be distributed to the Shareholders within a period of six months shall be deposited with the «Caisse de Consignation» in Luxembourg until the statutory period of limitation has elapsed.

The Board of Directors of the Company as well as a general meeting of the Shareholders in a Subfund may resolve to contribute in kind such Subfund with another existing Subfund or to contribute in kind the Subfund to another UCI under Luxembourg law against issue of shares of such other UCI to be distributed to the Shareholders in such Subfund. Any such resolution shall be published upon the initiative of the Company. The publication shall contain several information about the new Subfund or the relevant SICAV and shall be made prior to the merger by providing for at least one month a possibility for the Shareholders of such Shares to require redemption, without payment of any redemption fee or other costs, prior to the implementation of the transaction. There shall be no quorum requirement for general meetings of Shareholders which decide on the merger of different Subfunds within the Company and decisions may be taken by a simple majority of the Shareholders of the Subfunds concerned attending these meetings. Decisions regarding the contribution of assets and liabilities of a Subfund to another UCI are subject to the quorum and majority requirements provided by Luxembourg law for the amendments to the Articles of Incorporation. In case of a merger of a Subfund with another Luxembourg fund or a foreign UCI, decisions of the general meeting of the Subfunds concerned shall be binding only upon Shareholders who have voted in favor of such merger.

11. Meetings of Shareholders The annual general meeting of the Shareholders is held in Luxembourg on the second Wednesday of October of each year at 11.00 (Central European Time) or, if such date is not a business day in Luxembourg, on the next following business day. Notices of meetings of Shareholders shall be communicated to the Shareholders in writing and if deemed appropriate in the newspapers mentioned in Chapter 12, «Information to Shareholders». Meetings of Shareholders of a specific Subfund may decide on issues which relate exclusively to that Subfund.

12. Information for Shareholders Notices to Shareholders, including any information relating to a suspension of the calculation of the net asset value, shall, be communicated in writing to the shareholders and/or if required, be published in the «Mémorial», «Luxemburger Wort» and various newspapers issued in those countries in which Shares of the Company are distributed or communicated in writing to registered Shareholders. The Company may also place announcements in other newspapers and periodicals of its choice; this information shall also be available at or may be obtained from the Custodian Bank and the Selling Agents.

The audited annual reports shall be made available to Shareholders free of charge at the registered office of the Company, any Paying Agents, Information Agents or Selling Agents, within four months of the close of each accounting year. Unaudited semi-annual reports shall also be made available in the same way within two months of the end of the accounting period to which they refer.

Other information regarding the Company, as well as the net asset value per Share, the issue and redemption prices of the Shares, may be obtained on any business day in Luxembourg at the registered office of the Company.

Investors may obtain the Sales Prospectus (Complete Prospectus and Partial Prospectus(es)), the latest annual and semi-annual reports and copies of the Articles of Incorporation free of charge from the registered offices of the Company. The necessary contracts are available for inspection at the registered office of the Company during normal business hours.

13. Management and Administration i. Investment Adviser The Company may appoint an Investment Adviser for each Subfund to support it in the management of the individual portfolios. The Investment Adviser for the respective Subfund will be named in Chapter 15, “The Subfunds”. The Company may at any time appoint an Investment Adviser, other than the one named in Chapter 15, “The Subfunds” of the Complete Prospectus and/or the relevant Partial Prospectus, as the case may be, or may dispense with the services of an Investment Adviser, in which case such change will be reflected in an updated version of the Complete Prospectus and/or the relevant Partial Prospectus, as the case may be.

The Investment Adviser merely has an advisory function. Any investment decisions are taken by the Board of Directors.

Unless otherwise stated in Chapter 15, «The Subfunds», the Investment Adviser is, however, permitted to conclude transactions with a broker prior to offering to transfer such transactions to the Company. If such an offer is subsequently accepted by the Company, the transaction will be regarded as having been concluded on the Company’s behalf by the Investment Adviser. Should the Company reject such an offer, the relevant transaction shall be regarded as having been executed for the Investment Adviser’s own account.

The Investment Adviser may seek the assistance of one or several investment consultants for each of the Subfunds (each an “Investment Consultant”). The name and description of the Investment Consultant will be stated in the Chapter 15, “The Subfunds” of the Complete Prospectus and/or the relevant Partial Prospectus, as the case may be. In case an Investment Consultant is appointed, the fees due to the Investment Consultant shall be deducted from the amount of fees paid to the Investment Adviser.

ii. Custodian Bank The rights and duties of the Custodian Bank, as laid down in Articles 33 and 34 of the UCI Law, will be assumed by Credit Suisse (Luxembourg) S.A.


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The Custodian Bank is responsible for the safekeeping of the assets of the Company. The Custodian Bank shall further ensure that all the Company’s assets and the proceeds of all transactions made for the Company are deposited, within the customary period of time, in blocked accounts or safekeeping accounts. With the approval of the Company, the Custodian Bank may at its discretion and under its responsibility appoint banks and financial institutions with the safekeeping of money-market investments and securities which are not normally traded in Luxembourg. The Custodian Bank may keep securities in collective safekeeping at depositories selected by the Custodian Bank with the agreement of the Company.

The Company and the Custodian Bank may terminate the Custodian Bank agreement at any time by giving three months’ notice in writing. The Company may, however, dismiss the Custodian Bank only if a new custodian bank is appointed within two months to take over the functions and responsibilities of the Custodian Bank. After its dismissal, the Custodian Bank must continue to carry out its functions and responsibilities until such time as the entire assets of the Company have been transferred to the new custodian bank.

iii. Central Administration The Company has delegated all administrative duties related to the administration of the Company, including the issue and redemption of Shares, calculation of the Shares’ net asset value, accounting and maintenance of the register of Shareholders to Credit Suisse Fund Services (Luxembourg) S.A., (the “Central Administration”) a service company of Credit Suisse Group AG.

The Central Administration may sub-delegate under the control and responsibility of the Company a part or all of its duties to one or more third parties, in which case the Prospectus shall be updated accordingly.

iv. Main Parties Company Maestro SICAV (Lux) 5, rue Jean Monnet, L-2180 Luxembourg

Board of Directors of the Company - Petra Reinhard-Keller,

Managing Director, Credit Suisse Funds AG, Zurich

- Jean-Paul Gennari, Managing Director, Credit Suisse Fund Services (Luxembourg) S.A.

- Guy Reiter, Director, Credit Suisse Fund Management S.A.

- Eduard von Kymmel, Director, Credit Suisse Fund Services (Luxembourg) S.A.

Independent Auditor of the Company PricewaterhouseCoopers S.à.r.l. 400, route d’Esch, L-1014 Luxembourg

Custodian Bank Credit Suisse (Luxembourg) S.A 56, Grand’rue, L-1660 Luxembourg Principal Paying Agent Credit Suisse (Luxembourg) S.A. 56, Grand’rue, L-1660 Luxembourg

Selling Agents Credit Suisse Fund Services (Luxembourg) S.A., 5, rue Jean Monnet, L-2180 Luxembourg

Central Administration Credit Suisse Fund Services (Luxembourg) S.A. 5, rue Jean Monnet, L-2180 Luxembourg

14. Distribution of Shares abroad The Company is currently not authorized to distribute the Shares for sale to the public in any country other than Luxembourg. The Company may at any time apply to be authorized to distribute Shares for sale to the public in other countries. In the case of the issue and redemption of

Shares of the Company outside Luxembourg, the locally valid regulations relating to investment funds and taxation shall apply.

15. The Subfunds


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Maestro SICAV (Lux) Ashburton Global Core Equity Fund Investment Policy and Strategy

The objective of this Fund is to achieve the highest possible return in the reference currency (USD) by investing more than 50% of its assets worldwide directly or indirectly in equities and equity-type instruments (shares, dividend-right certificates, shares in cooperatives, participation certificates, etc.) of companies of different sectors traded on recognized markets, while taking due account of the principle of risk diversification, the security of the capital invested and the liquidity of the assets. The remaining assets of the Fund may be invested in money market instruments, fixed income or held in cash subject to the restrictions below. Investment Restrictions

The Fund shall, in principle, not:

1.

a. invest more than 10% of its assets in transferable securities which are not quoted on a stock exchange or dealt on another regulated market, which operates regularly and is recognized and open to the public. This restriction does not apply to debt issues or money market paper with a remaining term to maturity of less than 12 months.

b. acquire more than 10% of the securities or money market instruments of the same nature issued by the same issuer,

c. invest more than 20% of its assets in securities or money market instruments issued by the same issuer.

d. Bank deposits may be made to an unlimited extent with first-class financial institutions provided that the Fund may not invest more than 20% of its net assets in any combination of transferable securities and money market instruments issued by and deposits held with the same body.

The restrictions set forth under a., b. and c. above are not applicable to securities or money market instruments issued or guaranteed by a member State of the OECD or by its local authority or by supranational institutions and organizations with European, regional or worldwide scope.

2. The Fund may not invest more than 10% of its assets in units or shares of undertakings for collective investment in transferable securities (“UCITS”), or undertakings for collective investment (“UCIs”). Closed-end UCIs must be listed on a stock exchange or traded on a regulated market which is open to the public. The Fund may not hold more than 25% of the units or shares issued by one and the same UCITS or UCI.

3. The Fund may not grant loans or act as guarantor for third parties.

4. The Fund may enter into repurchase agreements and may lend securities from its assets for the purpose of efficient portfolio management in accordance with the provisions of the CSSF circular 08/356.

5. The Fund may not carry out uncovered sales of transferable securities and/or money market instruments.

6. The Fund may borrow up to a maximum of 10% of its net assets provided, however, such borrowings may not be used for investment purposes.

7. Except in relation to borrowing conducted within the limitations set out above, the Fund may not pledge its assets or assign them as collateral. In such cases, not more than 10% of the assets of the Fund shall be pledged or assigned. The collateral that must normally be made available to recognized securities settlement systems or payment systems in accordance with their respective regulations for the purpose of guaranteeing settlement within these systems, and the customary margin deposits for derivatives transactions, shall not be regarded as being a pledge under the terms of this regulation.

8. Futures may be used for hedging purposes, efficient portfolio management and to increase overall market exposure. The Fund

may hold net long and net short positions by entering into futures contracts on equity indices or equities. Namely, the underlying indices must be sufficiently diversified, represent an adequate benchmark for the market to which they refer and be published in an appropriate manner. The Fund may only enter into futures contracts that are traded on a stock exchange or another regulated market open to the public that is domiciled in an OECD country.

9. In order to hedge unfavorable price or market fluctuations the Fund may use derivative financial instruments, including equivalent instruments settled in cash which are traded on regulated markets and/or derivative financial instruments which are not traded on a stock exchange (OTC derivatives), provided – the counterparties to OTC derivative transactions are financial

institutions subject to prudential supervision – the counterparties to OTC derivative transactions are first class

financial institutions specialized in this type of transactions – the OTC derivatives are valued daily on a reliable and verifiable

basis and can, at the Fund’s initiative, be sold, disposed of or closed out by a counter-transaction at the appropriate market value or fair value and at any time.

Reference Currency

The reference currency for the Fund is US Dollar.

Shares and Share Classes and Minimum Holding

The Fund issues registered Shares only.

The Fund issues the Share Classes B (USD), I (USD), and V (USD). The Classes I (USD) and V (USD) are restricted to institutional investors in accordance with the provisions of article 174 (2) c) of the UCI Law while Class B (USD) can be subscribed by any type of investor. The Class V (USD) can be subscribed only by investors having a discretionary mandate with the Investment Adviser in place.

The Share Classes B (USD), I (USD) and V (USD) are denominated in USD and are capital growth shares as defined in Chapter 9 “Appropriation of the net income and capital gains”. The initial offering price per Share Class is USD 1,000 plus the applicable sales charge and any taxes.

The minimum subscription and holding amounts are the following: Share Class B (USD): 10,000 USD; Share Class I (USD): 250,000 USD and Share Class V (USD): no minimum investment.

Any subsequent subscriptions are not subject to any minimum restrictions.

Net Asset Value

The net asset value of the Fund will be determined once per week, on Monday, or the next Business Day if this day is not a Business Day in Luxemburg (the “Valuation Day”) and on the first Business Day of each month by using the closing prices of the last Business Day of the preceding month (the “Valuation Day”), based on the method of calculating the “Net Asset Value” as described in Chapter 6. A Business Day is a day when banks are open for business in Luxembourg.

Calculation Date

The Calculation Date is the relevant Valuation Day.

Subscription; Subscription charges

The Shares may be purchased by returning a duly completed subscription application at least one Business Day (such date being referred to as the “Subscription Date”) prior to the relevant Valuation Day at the net asset value per Class of Shares, calculated on the Calculation Date following the receipt of the subscription application (based on the method of calculating the «Net Asset Value» as described in Chapter 6) plus the applicable sales charges and any taxes.

Subscription orders must be submitted to the Central Administration by 3 p.m. (Central European Time) on the Subscription Date. Subscriptions received after this deadline will be taken into account for the next following Valuation Day. Payment of the subscription price must be received by the Custodian within two Business Days after the Valuation Day on which the issue price of the Shares was determined.

A sales charge of up to 5% may be levied on subscriptions and shall accrue to the banks and other financial institutions engaged in the distribution of the Shares.


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Redemption, Redemption charges

The Shares of the Fund may be redeemed by returning a duly completed redemption application to the Central Administration before 3 p.m. (Central European Time) on the Business Day prior to the relevant Valuation Day (such date being referred to as the “Redemption Date”) at the net asset value of the Fund following the receipt of the redemption application (based on the method of calculating the «Net Asset Value» as described in Chapter 6).

Payment of the redemption price of the Shares shall be made within two Business Days following the Valuation Day.

No redemption charge other than mandatory taxes or stamp duties will be levied.

Management Fee

Divergent from Chapter 7 «Expenses and Taxes», the Management Fee includes only the fees payable to the Investment Adviser and the distributors/selling agents.

The maximum Management Fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 1,60 % for Share Class B (USD), 1,10 % for Share Class I (USD) and 1,50 % for Share Class V (USD).

The actual Management Fee charged shall be disclosed in the respective annual or semi-annual report.

Central Administration Fee

Divergent from Chapter 7 «Expenses and Taxes», the Fund shall pay to the Central Administration a separate fee. The maximum Central Administration fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 0.20 % p.a. for all Share Classes or at least EUR 35,000 p.a.. The actual Central Administration fee charged shall be disclosed in the respective annual or semi-annual report.

Taxation

The Fund is liable in Luxembourg to a tax of 0.05 percent p.a. of its net assets for Share Class B (USD) and 0.01 percent p.a. of its net assets for Classes I (USD) and V (USD), such tax being payable quarterly on the basis of the net assets of the Fund at the relevant quarter. The investors’ attention is drawn to Chapter 7 “Expenses and Taxes” in the general part of this Prospectus.

Investment Adviser

The Investment Advisor for the Fund is:

Ashburton (Jersey) Limited PO Box 239 17 Hilary Street, St Helier Jersey, JE4 8SJ Channel Islands

The Investment Advisor is regulated by the Jersey Financial Services Commission.

Special Risk Information

Potential investors should consider the risk factors mentioned in Chapter 5 “Risk Factors” and inform themselves, and where appropriate consult their investment adviser, as to the tax consequences of purchasing, holding, converting, redeeming or otherwise disposing of Shares under the law of their country of citizenship, residence or domicile.

The Fund is suitable for investors wishing to participate in the economic development of the world’s equity markets by an diversified geographical and equity sectorallocation. Investors will be looking for balanced, broad and diversified exposure to the world’s equity markets. Investors will be looking for a balanced, broad and diversified exposure to companies which are considered to be favourably valued value stocks on the basis of fundamental data such as their price/book ratio, price/earnings ratio, dividend yield and cash flow from operations. The Fund is seeking a diversified geographic and equity sector allocation and thus may invest in emerging countries and developing markets.

Emerging countries and developing markets are defined as countries which, at the time of investment, are not considered by the International Monetary Fund, the World Bank or the International Finance Corporation (IFC) to be developed, industrialized countries with a high income. In view of the political and economic situation inherent in emerging countries, investors must be aware that investments in these Funds entail

a substantial risk, which could reduce the yield generated on the Fund’s assets.


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Maestro SICAV (Lux) MAC BIC avesco Substanz Global Investment Objective and Policy

The objective of this Subfund is to achieve an appropriate return in the reference currency (Euro) by investing in assets worldwide and in any currency according to the principles of risk diversification by using a multi asset class (“MAC”) approach (including alternative investments and investment techniques). The commingled target investments for each asset class shall be selected in according with a best-in-class-concept (“BIC”) based on the due diligence procedure described below.

Investment Instruments

The Fund will invest primarily, but not exclusively, in traditional as well as alternative assets classes as described below :

- equities and equity-type instruments (shares, dividend-right certificates, shares in cooperatives, participation certificates, etc.)

- debt instruments and rights (bonds, convertible bonds and warrant bonds, etc.) issued by public and governmental organizations.

- Liquid assets and money market instruments: the Subfund may hold liquid assets or money market instruments in such currencies in which investments are made or in which the redemption price is paid out. Money market instruments include fixed-income securities with short or medium maturities, including bonds, certificates of deposit and treasury bills. These investments are structured in such a way that the average term to maturity of all instruments does not exceed 12 months, while that of individual investments does not exceed three years. To establish the term to maturity of each individual investment, the related financial instruments are taken into consideration. In the case of investments for which – in accordance with the terms of their issue – the interest rate is adjusted to market conditions at least once a year, the period until the next interest rate adjustment is to be taken as the remaining term to maturity.

- UCITS/ UCI: units or shares of undertakings for collective investment in transferable securities (“UCITS”) including exchange traded funds (“ETFs”), open-ended or closed-end undertakings for collective investment (“UCIs”) including but not exclusively, real estate funds, real estate investment trusts, private equity funds, ship funds, infrastructure funds, life insurance funds, fund of funds, hedge funds and fund of hedge funds (the “Target Funds”). UCIs which normally allow for redemptions at least on a quarterly basis shall be considered as open-ended UCIs.

- Derivative Instruments: the Subfund may enter into exchange-traded and over the counter derivative instruments, including, but not limited to futures (long and short), swaps, forwards, options for the purpose of hedging, in the interest of efficient portfolio management or for an investment purpose. The Subfund must ensure an adequate spread of investment risks by sufficient diversification. Namely, the underlying indices must be sufficiently diversified, represent an adequate benchmark for the market to which they refer and be published in appropriate manner. The Subfund may only enter into futures contracts that are traded on a stock exchange or another regulated market open to the public that is domiciled in an OECD country. The OTC derivatives must be contracted with first class professionals specialized in this type of transactions. The overall risk associated with the derivatives must not exceed the total net assets of the respective Subfund. In terms of risk assessment, the market value of the underlying instruments together with premiums paid, the counterparty’s default risk, future market fluctuations and the time required to realize the positions must be taken into account. Sales of call options on securities for which an appropriate hedge exists are not included in the calculation.

- Structured Products Structured products on, but not exclusively, hedge funds, fund of hedge funds, hedge fund indices, hedge fund baskets, commodities, precious metals and commodity indices, ETCs (“exchange traded commodities”), to the extent that these are issued by first-class financial institutions and cash-settled (hereinafter, together referred to as “Structured Products”, and each a “Structured Product”). Structured Products are synthetic investment instruments (generally debt instruments such as notes or certificates) which provide an economic, legal or other interest in underlying assets and derive their value by reference to the price or value of the underlying assets. The relevant Structured Product must be either admitted to or dealt in on a regulated market or the liquidity of the Structured Product must be ensured contractually. In the latter case the Structured Product must be directly saleable or redeemable at the initiative of the Company. In addition to the rules on risk diversification, the Company must ensure that the risks arising from the underlying indices are sufficiently well diversified. The valuation of these Structured Products must be reproducible at all times and be made on the basis of the latest available stock market price or, where no such price is available or the stock market price does not accurately reflect the real market value, be conducted independently. ETCs are financial instruments in general in form of a bond. The security of an ETC references a pool of assets which is managed passively and invests in commodities which are comprised within the selected base index. Certificates on hedge fund indices must not entail any additional payment liability and no single hedge fund represented in the respective hedge fund index may account for more than 20% of the index.

Due Diligence Procedure and Supervision of Target Funds

In selecting and supervising Target Funds, the board of directors of the Company, with the assistance of the Investment Adviser, will apply a careful procedure of selection and monitoring (“Due Diligence”), which mainly comprises the following criteria: Qualitative Criteria

Assessment of the Managers of the Target Funds and their teams in the light of personality, experience, education, performance and internal organization

References within and outside their industry Investment style and strategy Procedure applied to investment decisions Availability of material information and transparency (prospectuses,

explanatory memoranda, annual and semi-annual reports etc.) Reputation of the auditor, the custodian and the administrator Risk management

Quantitative Criteria

Review of conformity of strategy and performance of individual funds Periodical review of net asset values of individual funds with respect

to their accuracy Analysis of the portfolio, mainly to check whether the fund is within

defined tolerances Comparison of the fund’s performance, Sharpe ratio, etc. Fund volume and its development Fee structure Conditions of issues and redemptions

When valuing and supervising a fund, the qualitative criteria are the most relevant. The quantitative criteria are mainly used to check the information obtained on the basis of qualitative criteria. The Investment Adviser monitors under the control of the Company the compliance of the Target Funds with their strategy, their performance and their exposure to unfavorable market developments.


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Asset Allocation

The total direct or indirect exposure to the below mentioned asset classes may not exceed the below mentioned limits (in % of the net assets of the subfund):

Equities 0 up to 60%

Debt 0 up to 100%

Money market 0 up to 100%

Cash 0 up to 100%

Commodities (only by investing in equities of undertakings active in the commodity sector, commodity index certificates, single commodity certificates, certificates on precious metals, commodity index futures, commodity futures, futures on precious metals and ETCs)

0 up to 30%

Hedge Funds (only via investing in single hedge funds,, secondary market insurance funds, certificates on single hedge funds, certificates on fund of hedge funds or hedge fund baskets, Delta 1 certificates on hedge fund indices)

0 up to 30%

Real estate (only via investments in real estate funds and real estate investment fund trusts)

0 up to 30%

Private equity (only via investments in private equity funds and infrastructure funds)

0 up to 15%

Ships (only by investing in ship funds) 0 up to 15%

Insurance (only via investments in life insurance funds)

0 up to 15%

Investment Restrictions

1. The Subfund shall, in principle, not:

a. invest more than 20% of its assets in transferable securities (including closed-end funds) which are not quoted on a stock exchange or dealt on another regulated market, which operates regularly and is recognized and open to the public. This restriction does not apply to debt issues or money market paper with a remaining term to maturity of less than 12 months.

b. acquire more than 10 % of the securities or money market instruments of the same nature issued by the same issuer,



d. The respective limits of sections 1.a. and 1.b. above do not apply to investments made in Structured Products (as defined above under “Investment Instruments”). For investments in Structured Products in Alternative Investments the following shall apply:

Up to 30% of the net assets of the Subfund may be invested in Structured Products that are not quoted on a stock exchange or traded on another regulated market or on a market involving banks, securities brokers and institutional investors which has similar liquidity characteristics to a stock market in an OECD country (to the extent the applicable conditions set forth under “Investment Instruments” are satisfied).

A maximum of 30% of the net assets of the Subfund may be invested in Structured Products issued by the same issuer whereby 20% of the net assets of the Subfund may be invested in one and the same Structured Product.

2. Bank deposits may be made to an unlimited extent with first-class financial institutions provided that the Subfund may not invest more than 20% of its net assets in any combination of transferable securities and money market instruments issued by and deposits held with the same body.

3. In the case of futures with identical characteristics, the margin deposits may not exceed 5% of the net assets of the Subfund.

4. The Subfund may not borrow to finance margin deposits; subject to this limitation, the Subfund may borrow without any restriction up to a maximum of 30% of its net assets.

5. The Subfund may not grant loans or act as guarantor for third parties.

6. The Subfund may not carry out uncovered sales of transferable securities and/or money market instruments.

7. Except in relation to borrowing conducted within the limitations set out above, the Subfund may not pledge its assets or transfer them as collateral. The counterparty risk resulting from the difference between (i) the value of the assets transferred by the Subfund to a lender as security in the context of the borrowing transactions and (ii) the debt of the Subfund owed to such lender may not exceed 20% of the Subfunds assets. The collateral that must normally be made available to recognized securities settlement systems or payment systems in accordance with their respective regulations for the purpose of guaranteeing settlement within these systems, and the customary margin deposits for derivatives transactions, shall not be regarded as being a pledge under the terms of this regulation.

8. The Subfund may not enter into securities lending transactions or repurchase agreements.

9. The Subfund may not invest more than 20% of its total net assets in units or shares of UCIs which do not as a minimum comply with the principles of risk diversification and investor protection applicable to funds established pursuant to Part II of the UCI Law.

10. The Subfund may not invest more than 20% of its net assets in the same UCITS or UCI. Investments in fund of funds (including fund of hedge funds) shall be limited to 15% of the net assets of the Subfund. In this context, every subfund of an umbrella fund is to be regarded as a separate UCITS or UCI provided that the principle of segregation of the obligations of the various subfunds of the relevant umbrella fund vis-à-vis third parties is ensured. The Subfund may not hold more than 25% of the units or shares issued by one and the same UCITS or UCI.

11. The Subfund may not directly invest its assets in real estate, precious metals or commodities. The Subfund may not enter into contracts relating to commodities other than commodity future contracts.

Reference Currency

The reference currency for the Fund is the Euro.

Initial Issue Price

The initial issue of the Shares takes place at a price of EUR 100 plus the applicable sales charge and any taxes.

Shares and Share Classes

The Fund issues bearer Shares only.

The Fund issues the Share Classes A (EUR), J (EUR) and Z (EUR). The Classes J (EUR) and Z (EUR) are restricted to institutional investors in accordance with the provisions of article 174 (2) c) of the UCI Law while Class A (EUR) can be subscribed by any type of investor. The Class J (EUR) can be subscribed only by investors having a discretionary mandate with the Investment Adviser in place and class Z (EUR) can only be subscribed by institutional investors.

The Share Classes A (EUR), J (EUR) and Z (EUR) are denominated in Euro.

The Share Classes A (EUR), J (EUR) and Z (EUR) are distribution Shares in accordance with chapter 9. “Appropriation of the net income and capital gains” section “Distribution Shares”.

Net Asset Value

The net asset value of the Fund will be determined once a month, by using the closing prices of the last Business Day of the month (the “Valuation Day”) based on the method of calculating the “Net Asset Value” as described in Chapter 6. A Business Day is a day when banks are open for business in Luxembourg.

Calculation Date

The Calculation Date is within 15 Business Days after the relevant Valuation Day.


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Subscription

The Dealing Date for subscriptions is the last Business Day of each calendar month. Applications for subscriptions of Shares may be made by completing and returning to the Central Administration a Subscription Application, which must be received by the Central Administration by 3.00 p.m. (Central European Time) on the day which is 1 Business Day prior to the Dealing Date at the net asset value per Class of Shares, calculated on the Calculation Date following the receipt of the subscription application (based on the method of calculating the «Net Asset Value» as described in Chapter 6) plus the applicable sales charges and any taxes.

Payment must be received by the Custodian within 2 Business Days following the Calculation Date. The minimum subscription and holding amounts are for Class Z (EUR) EUR 500,000,-.

In the event that a completed Subscription Application is not received by the Central Administration by the relevant deadline set out above, the Subscription Application shall be deemed to be an application to subscribe Shares in the following calendar month at the currently applicable subscription price per Share.

Any subsequent subscriptions are not subject to any minimum restrictions.

A sales charge of up to 5.75 % may be levied on subscriptions of shares of Class A (EUR) and shall accrue to the banks and other financial institutions engaged in the distribution of the Shares.

Shares are issued on the Calculation Date which is subsequent to the relevant Valuation Day.

Redemption

The Shares of the Fund may be redeemed by returning a duly completed Redemption Application to the Central Administration before 3 p.m. (Central European Time) 30 Business Days prior to the relevant Valuation Day (such date being referred to as the “Redemption Date”) at the net asset value of the Fund following the receipt of the redemption application (based on the method of calculating the «Net Asset Value» as described in Chapter 6).

Redemption applications received after this deadline shall be treated as a request for redemption on the Redemption Date immediately thereafter at the Net Asset Value per Share as of the next Redemption Date. Payment will be made within three Business Days of the Calculation Date.

During the period between the Redemption Date and the Calculation Date on which the Shares are redeemed, the Shareholder will continue to hold the Shares which are subject to the redemption request. Since the redemption proceeds are determined by reference to the Net Asset Value per Share on the Redemption Date, the amount which the Shareholder receives upon redemption of the Shares will not reflect any increase (or decrease) between the Redemption Date and the Calculation Date in the Net Asset Value of the Shares which are redeemed. No redemption charge other than mandatory taxes or stamp duties will be levied.

In case of large redemption requests the Company may decide not to settle the redemptions request until the relevant assets of the concerned Subfund will be sold. In addition the Company may decide to pay the redemption proceeds proportionally in several payments in case the proceeds from the sale of Target Funds are paid in instalments.

Management Fee

Divergent from Chapter 7 «Expenses and Taxes», the Management Fee includes only the fees payable to the Investment Adviser and distributor/ selling agents. The maximum Management Fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 2.60 % p.a. for the Class A (EUR), 2.00% p.a. for Class J (EUR) and 1.60 % p.a. for Classes Z (EUR). The actual management fee charged shall be disclosed in the respective annual or semi-annual report.

Costs related to investments in UCITS or UCIs

At any time the Subfund’s assets may be partially or fully invested in other UCIs and accordingly the Subfund may have a fund of funds structure. Investors should note that in general when investing in shares of other UCIs the same costs may be incurred at the level of the Subfund as well as the underlying UCI. If the Subfund acquires shares of other UCIs which are directly or indirectly managed by the same company or by another company affiliated with the Company by means of joint

management or control or a material direct or indirect participation, the Company or the other company may not charge any fees via the Subfund for the subscription or redemption of shares of these other UCI. In no event shall the cumulative management fee exceed 4.50%.


Divergent from Chapter 7 «Expenses and Taxes», the Fund shall pay to the Central Administration a separate fee. The maximum Central Administration fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 0.15 % p.a. for all Share Classes or at least 30,000,- Euro p.a.. The actual Central Administration charged shall be disclosed in the respective annual or semi-annual report.

Performance Fee

The performance fee may only be levied and set aside when both of the following criteria are fulfilled: a) The performance of the Net Asset Value of a Share Class, as

calculated on a monthly basis, must be greater than that of the reference value (“hurdle rate index value”) described in greater detail below and which is also calculated on a monthly basis. At the time of launch, the hurdle rate index value is equal to the issue price of the respective Share Class.

b) The Net Asset Value of a Share Class used in the calculation of the performance fee must be greater than previous Net Asset Values (“high water mark”). Each preceding decline in the Net Asset Value per Share of the respective Share Class must be offset by a further increase above the last maximum value at which a performance fee was incurred.

The hurdle rate index value described in a) above is the previous Net Asset Value plus 4% p.a. calculated on a annulized basis [NAV t–1 + (NAV t–1 x 0,04/12) ]. Calculation of the performance fee and the necessary provisioning takes place on a monthly basis. If, on the Calculation Date, the Net Asset Value of a Share Class is above the hurdle rate index value and is greater than the preceding Net Asset Values (prior to deduction of the performance fee), a performance fee of 25% for Share Class A and 20% for Share Class Z shall be deducted on the difference between the Net Asset Value of the Share Class and the hurdle rate index value and high water mark (whichever is the greater of the two). Calculation of the performance fee takes place on the basis of the Shares of the respective Class that are currently in circulation. Payment of the Performance Fee amounts calculated for each month and set aside under the above method takes place at the beginning of the following quarter. This performance fee cannot be refunded if the Net Asset Value falls again after deduction of the performance fee. This means that a performance fee may also be charged and paid if, at the end of the accounting year, the Net Asset Value per Share of the respective Class is lower than the value at the beginning of the financial year. A performance fee is payable when the following conditions apply: (NAV per Share) t – (HR index value) t > 0 and NAV t > max {NAV 0…NAV t–1}, If both these conditions are met, then: For Share Class A: 0.25([NAV t – max (HWM; HR index value) t] × number of Shares t) For Share Class Z: 0.20([NAV t – max (HWM; HR index value) t] × number of Shares t) where: NAV = current Net Asset Value prior to provision for performance fee NAV 0 = initial Net Asset Value HWM = high watermark = max {NAV 0….NAV t–1}, HR = hurdle rate t = current Calculation Date No perfomance fee shall be levied upon Share Class J (EUR).

Taxation

The Fund is liable in Luxembourg to a tax of 0.05 percent p.a. of its net assets for Class A (EUR) and 0.01 percent p.a. of its net assets for Classes J (EUR) and Z (EUR), such tax being payable quarterly on the basis of the net assets of the Fund at the relevant quarter. The investors’


16

attention is drawn to Chapter 7 “Expenses and Taxes” in the general part of this Prospectus.

Assets entrusted with financial service providers

In accordance with applicable law and the provisions of Chapter 13. iii. “Custodian Bank” of the Prospectus, the safekeeping of the assets of the Company may be entrusted to financial service providers which have been appointed to this effect by the Custodian Bank in agreement with the Company. The relevant financial service providers are namely trustees or nominees who keep the assets of the Company in their own name but for the account of the Custodian Bank on behalf of the Company. The relevant financial service providers shall ensure that the assets kept for the account of the Custodian Bank on behalf of the Company are segregated from other assets maintained by such financial service providers for their own account or the account of third parties. The liability of the Custodian Bank shall not be affected by the fact that assets of the Company are entrusted to third parties in accordance with the principles set forth herein.

Investment Adviser

The Investment Adviser for the Fund is:

avesco Financial Services AG Mohrenstraße 34 D-10117 Berlin


Risk Factors

a) General

Prospective investors should be aware that an investment in the Fund involves a high degree of risk, including the risk of a loss of the entire amount invested.

The Shares in the Fund thus are not suitable for all investors. Potential investors should consider that Shares of the Fund constitute a medium term to long term investment.

The investment in Shares of the Fund should be considered as a supplement to a portfolio. A traditional portfolio consists of equities, bonds and money market investments in various currencies, with the disadvantage that the risk and return features are immediately related to the relevant capital markets (high correlation). Alternative Investments like Hedge Funds, however, show a lower or even negative correlation to traditional investments.

Potential investors’ attention is drawn to the fact that this list of risk factors does not purport to be complete. They should read the entire Complete Prospectus and the related Appendices and consult with their financial advisors before making an investment decision.

b) Alternative Investments

In addition to the risks entailed in traditional forms of investments (market, credit and liquidity risks), alternative investments (esp. hedge funds) entail a number of specific risks by the fact that their investment strategy may involve the short sale of securities and, on the other hand, by the fact that a leverage effect may ensue from taking up loans and using derivatives.

The consequence of the leverage effect is that the value of the assets increases faster if capital gains arising from investments financed by borrowing exceed the related costs, notably the interest on borrowed monies and premiums payable on derivative instruments. A fall in prices, however, causes a faster decrease in the value of the assets. The use of derivative instruments and especially of short selling can in extreme cases lead to the investment being written off altogether. Most of the hedge funds are issued in countries in which the legal framework, and especially supervision by the authorities, either does not exist or does not correspond to the standards applied in western Europe or other comparable countries. The success of hedge funds depends in particular on the competence of the fund managers and the suitability of the infrastructure available to them.

The Subfund, however, will seek to minimize such risks by a strict selection of the alternative investment instruments and an adequate spreading of the risks involved. In addition, the overall risk incurred by the Subfund is limited due to the avoidance of leverage on the Subfund’s assets.

c) Hedge Funds

Hedge funds – in spite of their name – do not necessarily have anything to do with hedging. Hedge funds are non-traditional funds, which can be described as forms of investment funds, companies and partnerships that use a wide variety of trading strategies including position taking in a range of markets and which employ an assortment of trading techniques and instruments, often including short-selling, derivatives and significant leverage. Three of the major risks in investing in hedge funds may, therefore, be their extensive use of short selling, derivatives and leverage.

d) Private Equity

The Subfund may invest a proportion of its net assets in private equity. Investments with private equity characteristics typically involve uncertainties that cannot be compared to those arising in the case of other types of investments. In many cases, private equity investments involve companies that have been in existence for only a short time and which intend to establish themselves in an existing market or occupy new business areas. The business concept behind these companies is usually based on new, innovative products or processes. Consequently, the process of forecasting the performance of such companies, their business concepts and potential sales, is often fraught with uncertainty. The market risks for private equity are partly dependent on the IPO market. The IPO market constitutes a key instrument for exiting from/selling a private equity investment. A reduced level of activity on the IPO market may have an adverse, overall influence on the implementation of exit strategies. In view of the different timing of the information provided to individual Subfunds on the part of individual private equity vehicles/companies, it may be the case that from time to time the Net Asset Value per Unit of these Subfunds does not correspond with the actual overall value of the investments. Consequently, there may be a degree of delay in terms of incorporating information that affects the valuation of a private equity investment within the daily valuation of the Fund’s assets. The same applies to the information contained in the annual and semi-annual report.

e) Real Estate Funds

In accordance with their investment policy, individual real estate funds may invest in real estate development projects and restore real estate held by the real estate fund.

Project developments and real estate restoration projects are subject to a number of risks, particularly regarding construction delays and overshooting costs. In addition, it is possible that the relevant properties may not achieve the marketing goals, particularly the income expected from leasing or disposal. In the initial phase of a project development or real estate restoration project, there is a risk that planning, operating, construction or other necessary permits may not be granted or may be granted subject to a delay.

f) REITs (real estate investment trusts)

REITs (real estate investment trusts) are listed companies – not open-ended undertakings for collective investment in transferable securities under Luxembourg law – which buy and/or develop real estate as long-term investments. They invest the bulk of their assets directly in real estate and derive most of their income from rent. Special risk considerations apply to investments in publicly traded securities of companies active primarily in the real estate sector. These risks include: the cyclical nature of real estate securities, risks connected with the general and local economic situation, supply overhangs and fierce competition, increases in land tax and operating costs, demographic trends and changes in rental income, changes to the provisions of building law, losses from damage and expropriation, environmental risks, rent ceilings imposed by administrative provisions, changes in real estate prices in residential areas, risks of associated parties, changes in the attractiveness of real estate to tenants, interest rate rises and other factors influencing the real estate capital market. As a rule, interest rate rises result in higher financing costs, which could reduce – either directly or indirectly – the value of the respective Subfund’s investment.


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g) Ship Funds

Ship funds gain income from operating a vessel or a fleet of vessels as well as from the sale of such vessels. The main risks involved in ship investments are as follows: Currency risk: the base currency of the fund may be different

from the currency of the charter agreements entered into.

Charter risk: due to changing market demand it may not possible to reach a high degree of utilization of the funds’ vessels at any time and may led to decreased charter income.

Charterer risk: The default by a charterer or a delay in payments are risks involved especially when entering into long term contracts with a Charterer and may have a negative impact on the performance of a ship fund.

Bunker risks: the price of marine fuels is subject to fluctuation and may have a negative impact on the operating costs of a vessel.

Vessel price volatility: the price for vessels is subject to fluctuation and it may be the case that vessels prices have diminished when the funds plans to sell a vessel.

Interest rate risks: Ship funds employ often medium to high levels of leverage. Thus a change in the interest rate may affect the performance of the fund.

Technical risks: technical default or average may set a vessel out function which may result in repair costs and a loss of charter premiums.

h) Life insurance funds

Life insurance funds hold a portfolio of life insurance contracts denominated in several currencies. This entails currency risks due to movements of currencies values, which may result in a significant impact on the cash flow from the portfolio. The value and capital gains of life insurance funds depend in particular on the development of the insurance- and capital markets.


18

Maestro SICAV (Lux) MAC BIC avesco Zuwachs Global Investment Objective and Policy

The objective of this Subfund is to achieve the highest possible return in the reference currency (Euro) by investing in assets worldwide and in any currency according to the principles of risk diversification by using a multi asset class (“MAC”) approach (including alternative investments and investment techniques). The commingled target investments for each asset class shall be selected in according with a best-in-class-concept (“BIC”) based on the due diligence procedure described below.



- equities and equity-type instruments (shares, dividend-right certificates, shares in cooperatives, participation certificates, etc.).

- debt instruments and rights (bonds, convertible bonds and warrant bonds, etc.) issued by public and governmental organizations.


- UCITS/ UCI: units or shares of undertakings for collective investment in transferable securities (“UCITS”) including exchange traded funds (“ETFs”), open-ended or closed-end undertakings for collective investment (“UCIs”) including but not exclusively, real estate funds, real estate investment trusts, private equity funds, ship funds, infrastructure funds, life insurance funds and fund of funds. Hedge funds and fund of hedge funds (the “Target Funds”). UCIs which normally allow for redemptions at least on a quarterly basis shall be considered as open-ended UCIs.

- Derivative Instruments: the Subfund may enter into exchange-traded and over the counter derivative instruments, including, but not limited to futures (long and short), swaps, forwards, options for the purpose of hedging, in the interest of efficient portfolio management or for an investment purpose. The Subfund must ensure an adequate spread of investment risks by sufficient diversification. Namely, the underlying indices must be sufficiently diversified, represent an adequate benchmark for the market to which they refer and be published in appropriate manner. The Subfund may only enter into futures contracts that are traded on a stock exchange or another regulated market open to the public that is domiciled in an OECD country. The OTC derivatives must be contracted with first class professionals specialized in this type of transactions. The overall risk associated with the derivatives must not exceed the total net assets of the respective Subfund. In terms of risk assessment, the market value of the underlying instruments together with premiums paid, the counterparty’s default risk, future market fluctuations and the time required to realize the positions must be taken into account. Sales of call options on securities for which an appropriate hedge exists are not included in the calculation.

- Structured Products Structured products on, but not exclusively, hedge funds, fund of hedge funds, hedge fund indices, hedge fund baskets,

commodities, precious metals and commodity indices, ETCs (“exchange traded commodities”), to the extent that these are issued by first-class financial institutions and cash-settled (hereinafter, together referred to as “Structured Products”, and each a “Structured Product”). Structured Products are synthetic investment instruments (generally debt instruments such as notes or certificates) which provide an economic, legal or other interest in underlying assets and derive their value by reference to the price or value of the underlying assets. The relevant Structured Product must be either admitted to or dealt in on a regulated market or the liquidity of the Structured Product must be ensured contractually. In the latter case the Structured Product must be directly saleable or redeemable at the initiative of the Company. In addition to the rules on risk diversification, the Company must ensure that the risks arising from the underlying indices are sufficiently well diversified. The valuation of these Structured Products must be reproducible at all times and be made on the basis of the latest available stock market price or, where no such price is available or the stock market price does not accurately reflect the real market value, be conducted independently. ETCs are financial instruments in general in the form of a bond. The security of an ETC references a pool of assets which is managed passively and invests in commodities which are comprised within the selected base index. Certificates on hedge fund indices must not entail any additional payment liability and no single hedge fund represented in the respective hedge fund index may account for more than 20% of the index.

Due Diligence Procedure and Supervision of Target Funds

In selecting and supervising Target Funds, the board of directors of the Company, with the assistance of the Investment Adviser, will apply a careful procedure of selection and monitoring (“Due Diligence”), which mainly comprises the following criteria: Qualitative Criteria

Assessment of the Managers of the Target Funds and their teams in the light of personality, experience, education, performance and internal organization







When valuing and supervising a fund, the qualitative criteria are the most relevant. The quantitative criteria are mainly used to check the information obtained on the basis of qualitative criteria. The Investment Adviser monitors under the control of the Company the compliance of the Target Funds with their strategy, their performance and their exposure to unfavorable market developments. Asset Allocation

The total direct or indirect exposure to the below mentioned asset classes may in total not fall below respectively not exceed the below mentioned limits (in % of the net assets of the subfund):


Debt 0 up to 70%


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Cash 0 up to 70%

Commodities (only by investing in equities of undertakings active in the commodity sector, commodity index certificates, single commodity certificates, certificates on precious metals, commodity index futures, commodity futures, futures on precious metals and ETCs)

0 up to 30%

Hedge Funds (only via investing in single hedge funds,, secondary market insurance funds, certificates on single hedge funds, certificates on fund of hedge funds or hedge fund baskets, Delta 1 certificates on hedge fund indices)

0 up to 35%


0 up to 15%

Private equity (only via investments in private equity funds and infrastructure funds)

0 up to 30%

Ships (only by investing in ship funds) 0 up to 20%

Insurance (only via investments in life insurance funds)

0 up to 20%



a. invest more than 20% of its assets in transferable securities (including closed-end funds) which are not quoted on a stock exchange or dealt on another regulated market, which operates regularly and is recognized and open to the public. This restriction does not apply to debt issues or money market paper with a remaining term to maturity of less than 12 months.




d. The respective limits of sections 1.a. and 1.b. above do not apply to investments made in Structured Products (as defined above under “Investment Instruments”). For investments in Structured Products in Alternative Investments the following shall apply:





4. The Subfund may not borrow to finance margin deposits; subject to this limitation, the Subfund may borrow without any restriction up to a maximum of 30% of its net assets.


6. The Subfund may not carry out uncovered sales of transferable securities and/or money market instruments.

7. Except in relation to borrowing conducted within the limitations set out above, the Subfund may not pledge its assets or transfer them as collateral. The counterparty risk resulting from the difference between (i) the value of the assets transferred by the Subfund to a lender as security in the context of the borrowing transactions and (ii) the debt of the Subfund owed to such lender may not exceed 20% of the Subfunds assets. The collateral that must normally be made available to recognized securities settlement systems or payment systems in accordance with their respective regulations for the purpose of guaranteeing settlement within these systems, and the customary margin deposits for derivatives transactions, shall not be regarded as being a pledge under the terms of this regulation.

8. The Subfund may not enter into securities lending transactions or repurchase agreements.


10. The Subfund may not invest more than 20% of its net assets in the same UCITS or UCI. Investments in fund of funds (including fund of hedge funds) shall be limited to 15% of the net assets of the Subfund. In this context, every subfund of an umbrella fund is to be regarded as a separate UCITS or UCI provided that the principle of segregation of the obligations of the various subfunds of the relevant umbrella fund vis-à-vis third parties is ensured. The Subfund may not hold more than 25% of the units or shares issued by one and the same UCITS or UCI.

11. The Subfund may not directly invest its assets in real estate, precious metals or commodities. The Subfund may not enter into contracts relating to commodities other than commodity future contracts.

Reference Currency

The reference currency for the Fund is the Euro.

Initial Issue Price

The initial issue of the Shares takes place at a price of EUR 100 plus the applicable sales charge and any taxes.


The Fund issues bearer Shares only.

The Fund issues the Share Classes A (EUR), J (EUR) and Z (EUR). The Classes J (EUR) and Z (EUR) are restricted to institutional investors in accordance with the provisions of article 174 (2) c) of the UCI Law while Class A (EUR) can be subscribed by any type of investor. The Class J (EUR) can be subscribed only by investors having a discretionary mandate with the Investment Adviser in place and the class Z (EUR) can only be subscribed by institutional investors.

The Share Classes A (EUR), J (EUR) and Z (EUR) are denominated in Euro.

The Share Classes A (EUR), J (EUR) and Z (EUR) are distribution Shares in accordance with chapter 9. “Appropriation of the net income and capital gains” section “Distribution Shares”.

Net Asset Value

The net asset value of the Fund will be determined once a month, by using the closing prices of the last Business Day of the month (the “Valuation Day”) based on the method of calculating the “Net Asset Value” as described in Chapter 6. A Business Day is a day when banks are open for business in Luxembourg.

Calculation Date

The Calculation Date is within 15 Business Days after the relevant Valuation Day.

Subscription

The Dealing Date for subscriptions is the last Business Day of each calendar month. Applications for subscriptions of Shares may be made by completing and returning to the Central Administration a Subscription Application, which must be received by the Central Administration by 3.00 p.m. (Central European Time) on the day which is 1 Business Day prior to the Dealing Date at the net asset value per Class of Shares, calculated on the Calculation Date following the receipt of the subscription


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application (based on the method of calculating the «Net Asset Value» as described in Chapter 6) plus the applicable sales charges and any taxes.

Subscriptions received after this deadline will be taken into account for the next following Valuation Day. Payment must be received by the Custodian within 2 Business Days following the Calculation Date. The minimum subscription and holding amounts are for Class Z (EUR) EUR 500,000,-.

In the event that a completed Subscription Application is not received by the Central Administration by the relevant deadline set out above, the Subscription Application shall be deemed to be an application to subscribe Shares in the following calendar month at the currently applicable subscription price per Share. Any subsequent subscriptions are not subject to any minimum restrictions.

A sales charge of up to 5.75 % may be levied on subscriptions of shares of Class A (EUR) and shall accrue to the banks and other financial institutions engaged in the distribution of the Shares.

Shares are issued on the Calculation Date which is subsequent to the relevant Valuation Day.

Redemption

The Shares of the Fund may be redeemed by returning a duly completed redemption application to the Central Administration before 3 p.m. (Central European Time) 30 Business Days prior to the relevant Valuation Day (such date being referred to as the “Redemption Date”) at the net asset value of the Fund following the receipt of the redemption application (based on the method of calculating the «Net Asset Value» as described in Chapter 6).

Redemption applications received after this deadline shall be treated as a request for redemption on the Redemption Date immediately thereafter at the Net Asset Value per Share as of the next Redemption Date. Payment will be made within three Business Days of the Calculation Date.

During the period between the Redemption Date and the Calculation Date on which the Shares are redeemed, the Shareholder will continue to hold the Shares which are subject to the redemption request. Since the redemption proceeds are determined by reference to the Net Asset Value per Share on the Redemption Date, the amount which the Shareholder receives upon redemption of the Shares will not reflect any increase (or decrease) between the Redemption Date and the Calculation Date in the Net Asset Value of the Shares which are redeemed. No redemption charge other than mandatory taxes or stamp duties will be levied.

In case of large redemption requests the Company may decide not to settle the redemptions request until the relevant assets of the concerned Subfund will be sold. In addition the Company may decide to pay the redemption proceeds proportionally in several payments in case the proceeds from the sale of Target Funds are paid in instalments.

Management Fee

Divergent from Chapter 7 «Expenses and Taxes», the Management Fee includes only the fees payable to the Investment Adviser and distributors/selling agents. The maximum Management Fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 2.60 % p.a. for the Class A (EUR), 2.00% p.a. for Class J (EUR) and 1.60 % p.a. for Classes Z (EUR). The actual management fee charged shall be disclosed in the respective annual or semi-annual report.


At any time the Subfund’s assets may be partially or fully invested in other UCIs and accordingly the Subfund may have a fund of funds structure. Investors should note that in general when investing in shares of other UCIs the same costs may be incurred at the level of the Subfund as well as the underlying UCI. If the Subfund acquires shares of other UCIs which are directly or indirectly managed by the same company or by another company affiliated with the Company by means of joint management or control or a material direct or indirect participation, the Company or the other company may not charge any fees via the Subfund for the subscription or redemption of shares of these other UCI. In no event shall the cumulative management fee exceed 4.50%.


Divergent from Chapter 7 «Expenses and Taxes», the Fund shall pay to the Central Administration a separate fee. The maximum Central

Administration fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 0.15 % p.a. for all Share Classes or at least 30,000,- Euro p.a.. The actual Central Administration charged shall be disclosed in the respective annual or semi-annual report.

Performance Fee

The performance fee may only be levied and set aside when both of the following criteria are fulfilled: a) The performance of the Net Asset Value of a Share Class, as

calculated on a monthly basis, must be greater than that of the reference value (“hurdle rate index value”) described in greater detail below and which is also calculated on a monthly basis. At the time of launch, the hurdle rate index value is equal to the issue price of the respective Share Class.

b) The Net Asset Value of a Share Class used in the calculation of the performance fee must be greater than previous Net Asset Values (“high water mark”). Each preceding decline in the Net Asset Value per Share of the respective Share Class must be offset by a further increase above the last maximum value at which a performance fee was incurred.

The hurdle rate index value described in a) above is the previous Net Asset Value plus 7% p.a. calculated on a annulized basis [NAV t–1 + (NAV t–1 x 0,07/12) ]. Calculation of the performance fee and the necessary provisioning takes place on a monthly basis. If, on the Calculation Date, the Net Asset Value of a Share Class is above the hurdle rate index value and is greater than the preceding Net Asset Values (prior to deduction of the performance fee), a performance fee of 25% for Share Class A and 20% for Share Class Z shall be deducted on the difference between the Net Asset Value of the Share Class and the hurdle rate index value and high water mark (whichever is the greater of the two). Calculation of the performance fee takes place on the basis of the Shares of the respective Class that are currently in circulation. Payment of the Performance Fee amounts calculated for each month and set aside under the above method takes place at the beginning of the following quarter. This performance fee cannot be refunded if the Net Asset Value falls again after deduction of the performance fee. This means that a performance fee may also be charged and paid if, at the end of the accounting year, the Net Asset Value per Share of the respective Class is lower than the value at the beginning of the financial year. A performance fee is payable when the following conditions apply: (NAV per Share) t – (HR index value) t > 0 and NAV t > max {NAV 0…NAV t–1}, If both these conditions are met, then: For Share Class A: 0.25([NAV t – max (HWM; HR index value) t] × number of Shares t) For Share Class Z: 0.20([NAV t – max (HWM; HR index value) t] × number of Shares t) where: NAV = current Net Asset Value prior to provision for performance fee NAV 0 = initial Net Asset Value HWM = high watermark = max {NAV 0….NAV t–1}, HR = hurdle rate t = current Calculation Date No perfomance fee shall be levied upon Share Class J (EUR). Taxation

The Fund is liable in Luxembourg to a tax of 0.05 percent p.a. of its net assets for Classes A (EUR) and 0.01 percent p.a. of its net assets for Classes J (EUR) and Z (EUR), such tax being payable quarterly on the basis of the net assets of the Fund at the relevant quarter. The investors’ attention is drawn to Chapter 7 “Expenses and Taxes” in the general part of this Prospectus.

Assets entrusted with financial service providers

In accordance with applicable law and the provisions of Chapter 13. iii. “Custodian Bank” of the Prospectus, the safekeeping of the assets of the Company may be entrusted to financial service providers which have been appointed to this effect by the Custodian Bank in agreement with


21

the Company. The relevant financial service providers are namely trustees or nominees who keep the assets of the Company in their own name but for the account of the Custodian Bank on behalf of the Company. The relevant financial service providers shall ensure that the assets kept for the account of the Custodian Bank on behalf of the Company are segregated from other assets maintained by such financial service providers for their own account or the account of third parties. The liability of the Custodian Bank shall not be affected by the fact that assets of the Company are entrusted to third parties in accordance with the principles set forth herein.

Investment Adviser


avesco Financial Services AG Mohrenstraße 34 D-10117 Berlin


Risk Factors

a) General



The investment in Shares of the Fund should be considered as a supplement to a portfolio. A traditional portfolio consists of equities, bonds and money market investments in various currencies, with the disadvantage that the risk and return features are immediately related to the relevant capital markets (high correlation). Alternative Investments like Hedge Funds, however, show a lower or even negative correlation to traditional investments.





The Subfund, however, will seek to minimize such risks by a strict selection of the alternative investment instruments and an adequate spreading of the risks involved. In addition, the overall risk incurred by the Subfund is limited due to the avoidance of leverage on the Subfund’s assets.

c) Hedge Funds

Hedge funds – in spite of their name – do not necessarily have anything to do with hedging. Hedge funds are non-traditional funds, which can be described as forms of investment funds, companies and partnerships that use a wide variety of trading strategies including position taking in a range of markets and which employ an assortment of trading techniques and instruments, often including short-selling, derivatives and significant

leverage. Three of the major risks in investing in hedge funds may, therefore, be their extensive use of short selling, derivatives and leverage.

d) Private Equity

The Subfund may invest a proportion of its net assets in private equity funds. Investments with private equity characteristics typically involve uncertainties that cannot be compared to those arising in the case of other types of investments. In many cases, private equity investments involve companies that have been in existence for only a short time and which intend to establish themselves in an existing market or occupy new business areas. The business concept behind these companies is usually based on new, innovative products or processes. Consequently, the process of forecasting the performance of such companies, their business concepts and potential sales, is often fraught with uncertainty. The market risks for private equity are partly dependent on the IPO market. The IPO market constitutes a key instrument for exiting from/selling a private equity investment. A reduced level of activity on the IPO market may have an adverse, overall influence on the implementation of exit strategies. In view of the different timing of the information provided to individual Subfunds on the part of individual private equity vehicles/companies, it may be the case that from time to time the Net Asset Value per Unit of these Subfunds does not correspond with the actual overall value of the investments. Consequently, there may be a degree of delay in terms of incorporating information that affects the valuation of a private equity investment within the daily valuation of the Fund’s assets. The same applies to the information contained in the annual and semi-annual report.

e) Real Estate Funds

In accordance with their investment policy, individual real estate funds may invest in real estate development projects and restore real estate held by the real estate fund. Project developments and real estate restoration projects are subject to a number of risks, particularly regarding construction delays and overshooting costs. In addition, it is possible that the relevant properties may not achieve the marketing goals, particularly the income expected from leasing or disposal. In the initial phase of a project development or real estate restoration project, there is a risk that planning, operating, construction or other necessary permits may not be granted or may be granted subject to a delay.

f) REITs (real estate investment trusts)


g) Ship Funds

Ship funds gain income from operating a vessel or a fleet of vessels as well as from the sale of such vessels. The main risks involved in ship investments are as follows: Currency risk: the base currency of the fund may be different

from the currency of the charter agreements entered into.

Charter risk: due to changing market demand it may not possible to reach a high degree of utilization of the funds’ vessels at any time and may led to decreased charter income.


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Charterer risk: The default by a charterer or a delay in payments are risks involved especially when entering into long term contracts with a Charterer and may have a negative impact on the performance of a ship fund.

Bunker risks: the price of marine fuels is subject to fluctuation and may have a negative impact on the operating costs of a vessel.

Vessel price volatility: the price for vessels is subject to fluctuation and it may be the case that vessels prices have diminished when the funds plans to sell a vessel.

Interest rate risks: Ship funds employ often medium to high levels of leverage. Thus a change in the interest rate may affect the performance of the fund.

Technical risks: technical default or average may set a vessel out function which may result in repair costs and a loss of charter premiums.

h) Life insurance funds

Life insurance funds hold a portfolio of life insurance contracts denominated in several currencies. This entails currency risks due to movements of currencies values, which may result in a significant impact on the cash flow from the portfolio. The value and capital gains of life insurance funds depend in particular on the development of the insurance- and capital markets.


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Maestro SICAV (Lux) TBIC Global Equity Index Strategy Fund Investment Policy and Strategy

The primary objective of Maestro SICAV (Lux) TBIC Global Equity Index Strategy Fund (the “Fund”) is to achieve the highest possible return in the reference currency, while taking due account of the principle of risk diversification, the security of the capital invested and the liquidity of the assets by seeking exposure to the equity markets through the use of derivatives and structured products as described below. Investment Instruments

a) Futures Futures may be used for hedging purposes, efficient portfolio management and to increase overall market exposure. The Fund may hold net long and net short positions by entering into futures contracts on equity indices or equities. Namely, the underlying indices must be sufficiently diversified, represent an adequate benchmark for the market to which they refer and be published in an appropriate manner. The Fund may only enter into futures contracts that are traded on a stock exchange or another regulated market open to the public that is domiciled in an OECD country. In addition, the Fund may sell or buy currency or interest rate futures in order to hedge currency risks and/or direct its assets towards one or several other currencies respectively to manage duration or the interest rate risk of the fixed income portfolio. b) Options Options may be used for hedging purposes, efficient portfolio management and to increase overall market exposure. The Fund may acquire or sell call and put options on equity indices, bond indices and currencies. The Fund may only sell call options, either (i) if the Fund holds relevant underlying securities, matching call options or other instruments or liquidity which provide sufficient hedging for the commitments arising from these contracts or (ii) if such transactions are hedged by matching contracts or similar instruments or (iii) if these are based on instruments whose liquidity guarantees that the open positions arising there from can be covered at all times. When put options are sold, the sum equivalent to the positions taken must be covered by the Fund’s liquid assets (see below) for the entire duration of the relevant contract. c) Structured Products Structured products (certificates, notes) may be used for hedging purposes, efficient portfolio management and to increase overall market exposure. Structured products may be used to the extent that they qualify as securities, are cash-settled, issued by first-class banks (or by issuers that offer investor protection comparable to that provided by first-class banks) and facilitate exposure to the equity markets. The relevant structured product must be either admitted to or dealt in on a regulated market or the liquidity of the structured product must be ensured contractually. In the latter case, the structured product must be directly saleable or redeemable at the initiative of the Subfund. Furthermore, these structured products must be valued regularly and their valuation must be reproducible at all times and be made on the basis of the latest available stock market price or, where no such price is available or the stock market price does not accurately reflect the real market value, be conducted independently. Unless these structured products contain embedded derivatives, such products must not entail any leverage effect. In addition to the risk spreading rules specified here below, the structured products’ underlyings must be sufficiently diversified. d) Liquid Assets Those portions of the assets of the Fund that are not required for meeting claims or for the payment of initial margin or variation margin are invested in highly liquid money market instruments and fixed-income securities with short or medium maturities, including bonds, certificates of deposit and treasury bills. The investments are structured in such a way that the average term to maturity of all instruments does not exceed 12 months, while that of individual investments does not exceed three years. To establish the term to maturity of each individual investment, the related financial instruments are taken into consideration. In the case of investments for which – in accordance with the terms of their issue – the

interest rate is adjusted to market conditions at least once a year, the period until the next interest rate adjustment is to be taken as the remaining term to maturity. The liquid assets may be denominated in any currency. Taking into consideration the use of derivatives and the possibility of borrowing (up to a maximum of 10%, see below) the investment degree of the Fund may not exceed 110%. Investment Restrictions

1. The Fund shall, in principle, not:

a. invest more than 10% of its assets in transferable securities which are not quoted on a stock exchange or dealt on another regulated market, which operates regularly and is recognized and open to the public. This restriction does not apply to debt issues or money market paper with a remaining term to maturity of less than 12 months.



d. Bank deposits may be made to an unlimited extent with first-class financial institutions provided that the Fund may not invest more than 20% of its net assets in any combination of transferable securities and money market instruments issued by and deposits held with the same body.


2.

a. The Fund must ensure an adequate spread of investment risks by sufficient diversification.

b. The commitment in relation to a transaction on a derivative financial instrument entered into by private agreement by the Fund corresponds to the non-realized loss resulting, at that time, from the relevant transaction.

3. The Fund may not borrow to finance margin deposits; subject to this limitation, the Fund may borrow up to a maximum of 10% of its net assets provided, however, such borrowings may not be used for investment purposes.

4. The Fund may not grant loans or act as guarantor for third parties.

5. The Fund may not carry out uncovered sales of transferable securities and/or money market instruments.

6. Except in relation to borrowing conducted within the limitations set out above, the Fund may not pledge its assets or assign them as collateral. In such cases, not more than 10% of the assets of the Fund shall be pledged or assigned. The collateral that must normally be made available to recognized securities settlement systems or payment systems in accordance with their respective regulations for the purpose of guaranteeing settlement within these systems, and the customary margin deposits for derivatives transactions, shall not be regarded as being a pledge under the terms of this regulation.

7. The Fund may not invest in other Undertakings for Collective Investment.

8. The Fund may not enter into securities lending transactions or repurchase agreements.

Reference Currency

The reference currency for the Fund is Euro.



The Fund issues the Share Classes B (EUR), B (USD), and H (EUR). The Classes B (EUR), B (USD) and H (EUR) can be subscribed by any type of investor. The Classes B (EUR) and H (EUR) are denominated in Euro, Class B (USD) is denominated in United States Dollars.


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The Fund hedges for Class H (EUR) Shares a large degree of the foreign currency risk of the Fund’s investments made in any other currency than the reference currency. The Net Asset Value of the Shares of Class H (EUR) does not develop in the same way as that of the Share Classes B (EUR) and B (USD). All Share Classes are capital growth shares as defined in Chapter 9 “Appropriation of the net income and capital gains”.

Divergent from Chapter 4, fractional shares shall be permitted up to two decimal places.

Initial Issue Price

The initial issue of the Shares takes place for Share Classes denominated in EUR at a price of EUR 1000 plus the applicable sales charge and any taxes for Share Classes denominated in USD at a price of USD 1000 plus the applicable sales charge and any taxes.

Net Asset Value

The net asset value of the Fund will be determined on each Business Day, based on the method of calculating the “Net Asset Value” as described in Chapter 6. A Business Day is a day when banks are open for business in Luxembourg.

Calculation Date


Subscription; Subscription charges

The Shares may be purchased by returning a duly completed subscription application at least one Business Day (such date being referred to as the “Subscription Date”) prior to the relevant Valuation Day at the net asset value per Class of Shares, calculated on the Valuation Date following the receipt of the subscription application (based on the method of calculating the «Net Asset Value» as described in Chapter 6) plus the applicable sales charges and any taxes.

Subscription orders must be submitted to the Central Administration by 3 p.m. (Central European Time) on the Subscription Date. Subscriptions received after this deadline will be taken into account for the next following Valuation Day. Payment of the subscription price must be received by the Custodian within two Business Days after the Valuation Day.

A subscription charge of up to 0.10 % in favor of the fund shall be levied.

Redemption, Redemption charges


Since provision must be made for an adequate proportion of liquidity in the Fund’s assets, payment of the redemption price of the Shares shall be made within two Business Days following calculation of the redemption price. This does not apply where specific statutory provisions such as foreign exchange or other transfer restrictions or other circumstances beyond the Custodian Bank’s control make it impossible to transfer the redemption amount.

A redemption charge of up to 0.10 % in favor of the Fund shall be levied.

Advisory Fee

Divergent from Chapter 7 «Expenses and Taxes», the Investment Adviser and the distributors/selling agents receive a fee out of the Fund’s assets

The Investment Adviser is entitled to receive an advisory fee out of the Fund’s assets. It is calculated monthly on the average total net asset value of the Fund, amounts up to 1% for Share Classes B (EUR), B (USD) and H (EUR).

The actual advisory fee charged shall be disclosed in the respective annual or semi-annual report.

The Investment Consultant (as defined below) is not entitled to receive an advisory fee out of the Fund’s assets. It will be paid by the Investment Adviser.


Divergent from Chapter 7 «Expenses and Taxes», the Fund shall pay to the Central Administration a separate fee. The maximum Central

Administration fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 0.20 % p.a. for all Share Classes or at least 40,000,- Euro p.a.. The actual Central Administration charged shall be disclosed in the respective annual or semi-annual report.

Performance Fee The Investment Adviser is entitled to a performance fee equal to a percentage of the outperformance of each Share Class against the Benchmark (as defined below). For Share Classes B (EUR), B (USD) and H (EUR), the performance fee rate has been set to 20%. The reference benchmark is MSCI World Large Cap Dev. Index with Bloomberg ticker no. MXWO for Share Classes B (EUR) and B (USD), and MSCI World Large Cap. Dev Hedged Index with Bloomberg ticker no. MSHEWI for Share Class H (EUR) (each reference benchmark, being referred to hereafter as “Benchmark”). The Performance Fee may only be levied and set aside when the following criteria are fulfilled: • if the net performance (NAV versus Benchmark) on a valuation day

is positive, a positive amount is accrued; • if the performance (NAV versus Benchmark) on a valuation day is

negative, a negative amount is accrued, representing 20 % of the underperformance of for Share Classes B (EUR), B (USD) and H (EUR);

• If the net accruals are positive at the end of the calculation period, the amount will be paid to the investment manager.

If any Shares are redeemed during the calculation period, the positive cumulative Performance Fee accrued during this period, in respect of those Shares, shall be crystallized and become payable to the investment manager. If any Shares are redeemed during the calculation period, the negative cumulative Performance Fee accrued during this period, in respect of those Shares, are decreased proportionally from the accruals. The calculation is reset on an annual basis. Negative performance will be taken into consideration in the new calculation period. Unless otherwise agreed between the Company and the Investment Adviser, the first period will be from the launch date of the Fund to 31 December 2009. Thereafter the calculation period will be from 01 January to 31 December of each year. The Performance Fee is paid as at the last day of the Performance Fee period and payable to the Investment Manager in arrears within 14 Bank Business Days of the end of each Performance Fee period.

Taxation

The Fund is liable in Luxembourg to a tax of 0.05 percent p.a. of its net assets, such tax being payable quarterly on the basis of the net assets of the Fund at the relevant quarter. The investors’ attention is drawn to Chapter 7 “Expenses and Taxes” in the general part of this Prospectus.

Investment Adviser

TBIC Asset Management AG Stadthausquai 1 CH-8001 Zurich


Potential investors should consider the risk factors mentioned in Chapter 5 “Risk Factors” and inform themselves, and where appropriate consult their investment adviser, as to the tax consequences of purchasing, holding, converting, redeeming or otherwise disposing of Shares under the law of their country of citizenship, residence or domicile.

The Fund is subject to normal market fluctuations and other risks inherent in investing in derivatives; as such, potential investors should note that the Fund engages in an investment strategy that can be highly volatile and that the risk of loss of investment may be considerable. Investments in futures may expose the Fund to higher volatility than experienced by investments in traditional securities, and the risk of loss is considerable, especially when these derivatives involve leverage. There is no assurance that the investment objective will actually be achieved or that any appreciation in the value of the assets will occur.


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Maestro SICAV (Lux) XANTRIUM PNAG EQUITY PORTFOLIO FUND Investment Policy and Strategy

The primary objective of Maestro SICAV (Lux) XANTRIUM PNAG EQUITY PORTFOLIO FUND (the “Fund”) is to achieve the highest possible return, while taking due account of the principle of risk diversification, security of the capital invested and liquidity of the Fund’s assets. The Fund will pursue a Global Equity Strategy with optional regional concentration.


The Fund will invest primarily, but not exclusively, irrespective of currency, in equities and equity-type securities (participation certificates, dividend right certificates, etc.), as well as warrants of public, private and semi-private issuers. Up to 50% of the Fund’s net assets can be invested outside Europe and up to 50% of the Fund’s net assets can be invested in Swiss equities. The Fund may on an ancillary basis hold positions in money market instruments and time and sight deposits, as well as structured products (which may be broadly defined as financial products linked to different types of financial instruments including securities whose returns are linked to the performance of an index or basket of securities) and other open-ended or closed-ended undertakings for collective investment, including ETFs (“underlying funds”). Up to 10% of the Fund’s net assets can be invested in bonds, notes, similar fixed or variable interest debt instruments (incl. securities issued on a discount basis), convertible bonds, convertible notes and warrant bonds.

The Subfund may gain exposure up to 10% of its net assets to commodities and precious metals. Such exposure may be achieved via derivatives, as described below, structured products or underlying funds.

The Fund may also enter into exchange-traded and over the counter derivative instruments, including, but not limited to futures, swaps, forwards, options and may enter into sales and repurchase agreements (repos) and stock lending agreements for the purpose of hedging, in the interest of efficient portfolio management or for an investment purpose.

The fixed income and debt securities in which the Fund invests will primarily, but not exclusively, be rated at least investment grade by a rating agency or deemed to have an equivalent rating by the Board of Directors.

The Fund will use a proactive trading strategy utilizing - via derivatives -short and/or long positions and/or a combination of both in the interest rate markets.

Active and flexible portfolio tactics combined with the use of such derivatives outlined above and long/short positions held via derivatives or structured products are some of the key success criteria.

In order to optimize its investment returns the Fund seeks to take advantage of under-/overvaluation of certain equities by achieving exposure to both short and long positions on equities. Such exposure may only be gained via the use of derivatives or structured products. The Fund may hold up to 30% of its net assets in short positions through the use of derivative instruments or structured products.


1. Restrictions applicable to investments in undertakings for collective investment (hereafter referred to as “underlying funds”)

The Fund may, in principle, not invest more than 20% of its net assets in securities issued by the same underlying fund. For the purpose of this 20% limit, each sub-fund of an underlying fund with multiple compartments is to be considered as a distinct underlying fund provided that the principle of segregation of the commitments of the different sub-funds of an underlying fund towards third parties is ensured. The Fund may hold more than 50% of the units of an underlying fund, provided that, if the underlying fund is an underlying fund with multiple compartments, the investment of the Fund in the legal entity constituting the underlying fund represents less than 50% of the net assets of the Fund.

These restrictions are not applicable to the acquisition of units of open-ended underlying funds if such underlying funds are subject to risk diversification requirements comparable to those applicable to

undertakings for collective investment which are subject to Part II of the UCI Law and if such underlying funds are subject in their home country to a permanent supervision by a supervisory authority set up by law in order to ensure the protection of investors. This derogation may not result in an excessive concentration of the investments of the Fund in one single underlying fund provided that for the purpose of this limitation, each compartment of an underlying fund with multiple compartments is to be considered as a distinct underlying fund if the principle of segregation of the commitments of the different compartments towards third parties is ensured.

The Fund can invest exclusively in underlying funds governed by any foreign legislation including underlying funds not submitted in their state of origin to permanent supervision performed by a regulatory authority in order to ensure the protection of investors as for example, the British Virgin Islands, the Cayman Islands, the Netherlands Antilles or other legislations.

When the Fund invests in other underlying funds, the Fund may be liable to transaction costs such as sales charges and redemption charges as well as to investment management fees.

The Fund may only invest up to 15% of its net assets in open-ended or closed-ended underlying funds investing themselves in investment funds («funds of funds») provided that such a decision will not result in an accumulation of fees detrimental to the Fund's shareholders. The Board of Directors will consider any resulting indirect investment in an investment fund. The reasons behind such investments are that:

- they may provide the Fund indirect access to underlying funds, which do not accept new subscriptions;

- certain funds of funds offer more favorable liquidity conditions than other underlying funds in which they invest;

- certain funds of funds investing in other underlying funds and specialized in one or a limited number of management strategies may offer the Fund a significant degree of diversification.

The Fund makes sure that its portfolio of underlying funds presents appropriate liquidity features to enable the Fund to meet its obligation to repurchase its shares.

When investing in underlying funds, the Fund will ensure that the combined exposure of all investments will not exceed the exposure of long positions and short positions indicated in the chapter “Investment Instruments” above.

2. Restrictions applicable to investments in transferable securities other than those issued by an underlying fund

In addition to the investment restrictions referred to in section 1. above, the Fund shall, in principle, not:

(1) invest more than 10% of the assets of the Fund in transferable securities which are not quoted on a stock exchange or dealt on another regulated market, which operates regularly and is recognized and open to the public,

(2) acquire more than 10 % of the securities of the same nature issued by the same issuer,

(3) invest more than 20% of the assets of the Fund in securities issued by the same issuer.

The restrictions set forth under (1), (2) and (3) above are not applicable to securities issued or guaranteed by a member State of the OECD or by its local authority or by supranational institutions and organizations with European, regional or worldwide scope.

The restrictions set forth under (1), (2) and (3) above are not applicable to units or shares issued by underlying funds, to which apply the restrictions set forth in section 1. here above.

3. Use of derivative financial instruments and other techniques

The Fund is authorized to make use of the derivative financial instruments and the techniques referred to hereafter.

The derivative financial instruments may include, amongst others, options, futures and forward contracts on financial instruments and options on such contracts as well as swap contracts by private agreement on any type of financial instruments. In addition, the Fund may participate in securities lending transactions as well as sale with right of repurchase transactions and repurchase transactions («opérations à réméré» and «opérations de mise en pension»).


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The maximum total leverage resulting from the use of these financial derivative instruments or techniques is 1.5. The derivative financial instruments must be dealt in on an organized market or contracted by private agreement with first class professionals specialized in this type of transactions.

a. Restrictions relating to derivative financial instruments.

(1). Margin deposits in relation to derivative financial instruments dealt in on an organized market as well as the commitments arising from derivative financial instruments contracted by private agreement may not exceed 50% of the assets of the Fund. Liquid assets do not only comprise time deposits and regularly negotiated money market instruments the remaining maturity of which is less than 12 months, but also treasury bills and bonds issued by OECD member countries or their local authorities or by supranational institutions and organizations with European, regional or worldwide scope as well as bonds listed on a stock exchange or dealt in on a regulated market, which operates regularly and is open to the public, issued by first class issuers and being highly liquid.

(2). The Fund may not borrow to finance margin deposits.

(3). The Fund may not enter into contracts relating to commodities other than commodity futures contracts. However, the Fund may acquire, for cash consideration, precious metals which are negotiable on an organized market.

(4). The premiums paid for the acquisition of options outstanding are included in the 50% limit referred to under item (1). above.

(5). Beyond the risk spreading rules specified in this clause, the Fund must ensure, via appropriate diversification of the underlying assets, an adequate spread of investment risks.

(6). The Fund may not hold an open position in anyone single contract relating to a derivative financial instrument dealt in on an organized market or a single contract relating to a derivative financial instrument entered into by private agreement for which the margin required or the commitment taken, respectively, represents 5% or more of the assets of the Fund.

(7). The premiums paid to acquire options outstanding having identical characteristics may not exceed 5% of the assets of the Fund.

(8). The Fund may not hold an open position in derivative financial instruments relating to a single commodity or a single category of forward contracts on financial instruments for which the margin required (in relation to derivative financial instruments negotiated on an organized market) together with the commitment (in relation to derivative financial instruments entered into by private agreement) represent 20% or more of the assets of the Fund.

(9). The commitment in relation to a transaction on a derivative financial instrument entered into by private agreement by the Fund corresponds to the non-realized loss resulting, at that time, from the relevant transaction.

b. Sale with right of repurchase transactions («opérations à réméré») and repurchase transactions («opérations de mise en pension»).

The Fund may enter into sale with right of repurchase transactions which consist in the purchase and sale of securities where the terms reserve the right to the seller to repurchase the securities from the purchaser at a price and at a time agreed between the two parties at the time when the contract is entered into. The Fund can also enter into repurchase transactions which consist in transactions where, at maturity, the seller has the obligation to take back the asset sold («mis en pension») whereas the original buyer either has a right or an obligation to return the asset sold («mis en pension»).

The Fund can either act as buyer or as seller in the context of the aforementioned transactions. Its participation in the relevant transactions is however subject to the following rules:

(1). Rules to bring the transactions to a successful conclusion

The Fund may participate in sale with right of repurchase transactions or repurchase transactions only if the counterparties in such transactions are first class professionals specialized in this type of transactions.

(2). Conditions and limits of the transactions

During the lifetime of a sale with right of repurchase agreement where the Fund acts as purchaser, it may not sell the securities which are the subject of the contract before the counterparty has exercised its right to repurchase the securities or until the deadline for the repurchase has expired, unless the Sub-Fund has other means of coverage. The Fund makes sure to keep the importance of such transactions at a level such that it is at all time able to meet its repurchase obligation. The same conditions are applicable in the case of a repurchase transaction on the basis of a purchase and firm sale where the Fund acts as purchaser (transferee).

In case where the Fund acts as seller (transferor) in a repurchase transaction, the Fund may not, during the whole lifetime of the contract, sell the ownership or pledge to a third party, or realize a second time, in any other form, the securities sold. The Fund makes sure that it holds at the maturity of the repurchase transactions sufficient assets to pay, if appropriate, the agreed upon repurchase price payable to the transferee.

Reference Currency

The reference currency for the Fund is the CHF.



The Fund issues the Share Class B (CHF) and R (EUR). The Share Class R (EUR) is denominated in Euro, the Share Class B (CHF) is denominated in Swiss Francs.

Share Classes R (EUR) and B (CHF) are capital growth shares as defined in Chapter 9 “Appropriation of the net income and capital gains”.

With Share Class R (EUR), the risk of an overall depreciation of the Subfund’s reference currency against the alternate currency of the Share Class is reduced significantly by hedging the Net Asset Value of the respective Share Class R (EUR) – calculated in the Subfund’s reference currency – against the respective alternate currency to the currency of Share Class R (EUR) by means of forward foreign exchange transactions.

The Net Asset Value of the Shares of this alternate currency Class does not develop in the same way as that of the Share Class issued in the reference currency.

Divergent from Chapter 4, fractional shares shall be permitted up to two decimal places.

Net Asset Value

The net asset value of the Fund will be determined on Wednesday of each week, or the next Business Day if this day is not a Business Day in Luxemburg (the “Valuation Day”), based on the method of calculating the “Net Asset Value” as described in Chapter 6. A Business Day is a day when banks are open for business in Luxembourg.

Calculation Date


Subscription

Investors must check with the Central Administration as to whether the Share Class R (EUR) has been issued before submitting their subscription application.

The Net Asset Value of an Alternate Currency Class shall be calculated first in the reference currency of the relevant Subfund. Calculation of the Net Asset Value of the Alternate Currency Class shall be carried out through conversion at the mid-market rate between the reference currency and the alternate currency. In particular, the costs and expenses associated with the conversion of monies in connection with the purchase, redemption and conversion of Units of an alternate currency Class and the hedging of currency exposure in relation to the alternate currency Class will be reflected in the Net Asset Value of that alternate currency Class.

The Shares may be purchased by returning a duly completed subscription application at least one Business Day (such date being referred to as the “Subscription Date”) prior to the relevant Valuation Day at the net asset value per Class of Shares, calculated on the Calculation Date following the receipt of the subscription application (based on the method of calculating the «Net Asset Value» as described in Chapter 6) plus the applicable sales charges and any taxes.


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Subscription orders must be submitted to the Central Administration by 3 p.m. (Central European Time) on the Subscription Date. Subscriptions received after this deadline will be taken into account for the next following Valuation Day. Payment of the subscription price must be received by the Custodian within two Business Days after the Valuation Day. The minimum subscription and holding amounts are the following: Share Class R (EUR) and Share Class B (CHF): one Share. The initial offering price per Shares of the Fund is: Share Class B (CHF): CHF 100.- and Share Class R (EUR): EUR 100.-. Any subsequent subscriptions are not subject to any minimum restrictions

A sales charge of up to 2 % may be levied on subscriptions and shall accrue to the banks and other financial institutions engaged in the distribution of the Shares.

Redemption


Since provision must be made for an adequate proportion of liquidity in the Fund’s assets, payment of the redemption price of the Shares shall be made within two Business Days following calculation of the redemption price. This does not apply where specific statutory provisions such as foreign exchange or other transfer restrictions or other circumstances beyond the Custodian Bank’s control make it impossible to transfer the redemption amount.

A redemption charge of up to 2% in favor of the fund may be levied.

Advisory Fee

Divergent from Chapter 7 «Expenses and Taxes», the Investment Adviser receives a fee out of the Fund’s assets

The Adviser is entitled to receive an advisory fee out of the Fund’s assets. It is calculated monthly on the average total net asset value of the Fund, amounts up to 1% for all Classes.

The actual advisory fee charged shall be disclosed in the respective annual or semi-annual report.

The Investment Consultant (as defined below) is not entitled to receive an advisory fee out of the Fund’s assets; it will be paid by the Investment Adviser.


Divergent from Chapter 7 «Expenses and Taxes», the Fund shall pay to the Central Administration a separate fee. The maximum Central Administration fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 0.15 % p.a. for all Share Classes. The minimal fee p.a. is EUR 30,000,-. The actual Central Administration charged shall be disclosed in the respective annual or semi-annual report.

Performance Fee

The Investment Adviser shall receive a performance fee. The performance fee in respect of a Class shall be equal to 10% of the appreciation in the Net Asset Value of the shares of such Class above 0.12% per week («Hurdle Rate»). The reference value for the weekly Hurdle Rate is the previous Net Asset Value of the shares of such Class. The performance fee shall be subject to a «High Watermark»-principle during the calendar year. The «High Watermark» value will be re-set after each calendar year. The first period for the determination of the High Watermark has commenced on the Business Day immediately following the initial subscription, i.e. on 26 August 2008, and ended on 31 December 2008. On the first Valuation Day, «the High Watermark» value of a share is equal to the Initial Subscription Price of that share. The Performance Fee will be calculated and accrued as an expense of the relevant Class of Shares as of each Valuation Day. Upon its accrual, the performance fee will not be refunded even if the Net Asset Value falls below the High Watermark and will be payable quarterly to the Investment Adviser within 14 days after the end of the relevant quarter.

Taxation

The Fund is liable in Luxembourg to a tax of 0.05 percent p.a. of its net assets (Share Classes R (EUR) and B (CHF)), such tax being payable

quarterly on the basis of the net assets of the Fund at the relevant quarter. The investors’ attention is drawn to Chapter 7 “Expenses and Taxes” in the general part of this Prospectus.

Management and Administration

Investment Adviser


Xantrium Asset Management AG Blegistrasse 11b CH-6341 Baar

In addition to Chapter 13 “Management and Administration”, the Investment Adviser may with the prior consent of the Company delegate its functions to an Investment Consultant, including the power to conclude transactions with a broker prior to offering to transfer such transactions to the Company.

The Investment Adviser has appointed an Investment Consultant:

Peter Nünlist Ltd. Bleicherweg 21 8047 Zürich

Central Administration

Notwithstanding the provisions set out in Chapter 13 “Management and Administration”, in connection with the calculation of the Net Asset Value, the Central Administration relies on information supplied by third parties (such as administrative or valuation agents or managers of underlying funds) or by the Board of Directors. In the absence of manifest error, the Central Administration shall not be liable for the accuracy of the relevant information received or for any errors in the Net Asset Value calculation resulting from the inaccuracy of the relevant information received by the Central Administration. In relation to assets which are not listed, the Central Administration may completely rely on the valuations provided by the Board of Directors or by any third party authorized to that effect by the Board of Directors.


1. Risk Factors

a) General



The investment in Shares of the Fund should be considered as a supplement to a portfolio. A traditional portfolio consists of equities, bonds and money market investments in various currencies, with the disadvantage that the risk and return features are immediately related to the relevant capital markets (high correlation). Investments via derivative can, however, reduce this correlation or even make it negative.


b) Risks of using special investment techniques

Special investment techniques: The general use of currency hedging techniques and instruments, compared to traditional forms of investment may involve greater risks.

Risks of options trading: In seeking to enhance performance or hedge assets, the Fund may use options.

Both the purchasing and selling of call and put options entail risks. Although an option buyer's risk is limited to the amount of the purchase price of the option, an investment in an option may be subject to greater fluctuation than an investment in the underlying securities. In theory, an uncovered call writer's loss is potentially unlimited, but in practice the loss is limited by the term of existence of the call. The risk for a writer of a put option is that the price of the underlying security may fall below the exercise price.


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Investing in futures is volatile and involves a high degree of leverage: Futures markets are highly volatile markets. The profitability of the Fund will partially depend on the ability of the Board of Directors to make a correct analysis of the market trends, influenced by governmental policies and plans, international political and economical events, changing supply and demand relationships, acts of governments and changes in interest rates. In addition, governments may from time to time intervene on certain markets, particularly currency markets. Such interventions may directly or indirectly influence the market. Given that only a small amount of margin is required to trade on futures markets, the operations of the managed futures portion of the Fund shall be characterized by a high degree of leverage. As a consequence, a relatively small variation of the price of a futures contract may result in substantial losses for the Fund and a correlated reduction of the Net Asset Value of the Shares of the Fund.

Options on Futures: The Board of Directors may engage in the management of options, in particular options on futures contracts. Such management carries risks similar to the risks inherent to the uncovered management of futures contracts on commodities as far as such options are volatile and imply a high degree of leverage. The specific movements of the commodities and futures contracts markets, which represent the underlying assets of the options may not be predicted with precision. The buyer of an option may loose the entire purchase price of the option. The seller of an option may loose the difference between the premium received for the option and the price of the commodity or of the futures contract underlying the option that the seller must buy or deliver, upon the exercise of the option.

Swap Trading: The Fund may enter into one or more swaps in connection with a currency hedge or as a part of a strategy. Swap agreements are not traded on exchanges but rather banks and dealers act as principals by entering into an agreement to pay and receive certain cash flow over a certain time period, as specified in the swap agreement. Consequently, the Fund is subject to the risk of a swap counterparty's inability or refusal to perform according to the terms of the swap agreement. The swap market is generally unregulated by any governmental authority. To mitigate the counterparty risk resulting from swap transactions, the Fund will enter into such transactions only with highly rated, first class financial institutions with which it has established ISDA agreements.

The use of credit default swaps can be subject to higher risk than direct investment in transferable securities. The market for credit default swaps may from time to time be less liquid than transferable securities markets. However, the Fund only intends to invest in credit default swaps which are liquid. The Fund will therefore always seek to be in a position enabling it to liquidate its exposure to credit default swaps in order to meet redemption requests. In relation to credit default swaps where the Fund sells protection, the Fund is subject to the risk of a credit event occurring in relation to the reference issuer. In relation thereto, the exposure of the Fund on a reference issuer resulting from these credit default swaps will be aggregated with the exposure resulting from direct investments in order to ensure that no more than 20% of the assets of the Fund will be exposed to the same reference issuer. Furthermore, in relation to credit default swaps where the Fund buys protection, the Fund is subject to the risk of the counterparty of the credit default swaps defaulting. To mitigate the counterparty risk resulting from credit default swap transactions, the Fund will only enter into credit default swaps with highly rated financial institutions specialized in this type of transaction and in accordance with the standard terms laid down by the ISDA.

Counterparty risk: The Fund may have credit exposure to one or more counterparties by virtue of its investment positions including via the use of credit default swaps. To the extent that a counterparty defaults on its obligation and the Fund is delayed or prevented from exercising its rights with respect to the investments in its portfolio, it may experience a decline in the value of its position, loose income and incur costs associated with asserting its rights. Such risks will increase where the Fund uses only a limited number of counterparties.

c) Structural risks

Market Participant Risk: The institutions, including brokerage firms and banks, with which the Fund or the underlying funds execute trades, may encounter financial difficulties that impair the operational capabilities or the capital position of such counterparty. The Fund will have no control

whatsoever over the counterparties or brokers used by the underlying funds.


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Maestro SICAV (Lux) ROBUSTO Multi-Asset-Class Fund Investment Objective and Policy

The objective of this Subfund is to achieve the maximum possible return in the reference currency (US-Dollar) regardless of the market movements, by investing directly and/ or indirectly worldwide and in any currency according to the principles of risk diversification in multiple asset classes (“MAC”) ranging from traditional to non-traditional investments



- listed equities and equity-type instruments (shares, dividend-right certificates, shares in cooperatives, participation certificates, etc.)

- debt instruments and rights (bonds, high yield bonds, notes, and similar fixed interest or floating-rate securities ) issued by corporates and public and governmental organizations.


- undertakings for collective investment: units or shares of undertakings for collective investment in transferable securities (“UCITS”) including exchange traded funds (“ETFs”), open-ended or closed-end undertakings for collective investment (“UCIs”), including but not limited to alternative funds such as real estate funds, real estate investment trusts, commodity funds, hedge funds and fund of hedge funds (the “Alternative Funds”). UCIs including Alternative Funds which normally allow for redemptions at least on a quarterly basis shall be considered as open-ended UCIs.

- Derivative Instruments: the Subfund may enter into exchange-traded and over the counter derivative instruments, including, but not limited to futures (long and short)forwards and options for the purpose of hedging, in the interest of efficient portfolio management or foryield enhancing purposes. The Subfund must ensure an adequate spread of investment risks by sufficient diversification. Namely, the underlying indices must be sufficiently diversified, represent an adequate benchmark for the market to which they refer and be published in appropriate manner. The Subfund may only enter into futures contracts that are traded on a stock exchange or another regulated market open to the public that is domiciled in an OECD country. The OTC derivatives must be contracted with first class professionals specialized in this type of transactions.

The overall risk associated with the derivatives must not exceed the total net assets of the Subfund. In terms of risk assessment, the market value of the underlying instruments together with premiums paid, the counterparty’s default risk, future market fluctuations and the time required to realize the positions must be taken into account. Sales of call options on securities for which an appropriate hedge exists are not included in the calculation.

- Structured Products Structured products on any asset classes, to the extent that these are issued by first-class financial institutions and cash-settled (hereinafter, together referred to as “Structured Products”, and each a “Structured Product”). Structured Products are synthetic investment instruments (generally debt instruments such as notes or certificates) which provide an economic, legal or other interest in underlying assets or are used for other purposes such as capital

protection and yield enhancing and derive their value by reference to the price or value of the underlying assets. The relevant Structured Product must be either admitted to or dealt in on a regulated market or the liquidity of the Structured Product must be ensured contractually. In the latter case the Structured Product must be directly saleable or redeemable at the initiative of the Company. In addition to the rules on risk diversification, the Company must ensure that the risks arising from the underlying indices are sufficiently well diversified. The valuation of these Structured Products must be reproducible at all times and be made on the basis of the latest available stock market price or, where no such price is available or the stock market price does not accurately reflect the real market value, be conducted independently.

Due Diligence Procedure and Supervision of Alternative Funds

In selecting and supervising Alternative Funds (being real estate funds, real estate investment trusts, commodity funds, hedge funds and fund of hedge funds), the board of directors of the Company, with the assistance of the Investment Adviser, will apply a careful procedure of selection and monitoring (“Due Diligence”), which mainly comprises the following criteria:

Qualitative Criteria

Assessment of the Managers of the Alternative Funds and their teams in the light of personality, experience, education, performance and internal organization







When valuing and supervising a fund, the qualitative criteria are the most relevant. The quantitative criteria are mainly used to check the information obtained on the basis of qualitative criteria. The Investment Adviser monitors under the control of the Company the compliance of the Alternative Funds with their strategy, their performance and their exposure to unfavorable market developments. Asset Allocation

The total direct or indirect exposure to the below mentioned asset classes may not exceed the below mentioned limits (in % of the net assets of the Subfund):


Debt 0 up to 80%


Cash 0 up to 100%

Commodities (only via undertakings for collective investment)

0 up to 30%

Hedge Funds (only via investing in single hedge funds, certificates on single hedge funds, certificates on fund of hedge funds or hedge fund baskets, Delta 1 certificates on hedge fund indices)

0 up to 25%


0 up to 30%


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a. invest more than 10% of its assets in transferable securities (including closed-end funds) which are not quoted on a stock exchange or dealt on another regulated market, which operates regularly and is recognized and open to the public. This restriction does not apply to debt issues or money market paper with a remaining term to maturity of less than 12 months;

b. acquire more than 10 % of the securities or money market instruments of the same nature issued by the same issuer;


The restrictions set forth under b. and c. above are not applicable to securities or money market instruments issued or guaranteed by a member State of the OECD or by its local authority or by supranational institutions and organizations with European, regional or worldwide scope.


3. The respective limits of sections 1.a. and 1.c. above do not apply to investments made in Structured Products (as defined above under “Investment Instruments”). For investments in Structured Products the following shall apply:




5. The Subfund may not borrow to finance margin deposits; subject to this limitation, the Subfund may borrow up to a maximum of 10% of its net assets.


7. The Subfund may not carry out uncovered short sales of transferable securities and/or money market instruments.

8. Except in relation to borrowing conducted within the limitations set out above, the Subfund may not pledge its assets or transfer them as collateral. The collateral that must normally be made available to recognized securities settlement systems or payment systems in accordance with their respective regulations for the purpose of guaranteeing settlement within these systems, and the customary margin deposits for derivatives transactions, shall not be regarded as being a pledge under the terms of this regulation.

9. The Subfund may lend securities from its assets for the purpose of efficient portfolio management in accordance with the provisions of the CSSF circular 08/356.

10. The Subfund may not enter into repurchase agreements.


12. The Subfund may not invest more than 20% of its net assets in the same UCITS or UCI. Investments in fund of funds (including fund of hedge funds) shall be limited to 25% of the net assets of the Subfund. In this context, every subfund of an umbrella fund is to be regarded as a separate UCITS or UCI provided that the principle of segregation of the obligations of the various subfunds of the

relevant umbrella fund vis-à-vis third parties is ensured. The Subfund may not hold more than 25% of the units or shares issued by one and the same UCITS or UCI.

13. The Subfund may not directly invest its assets in real estate, precious metals or commodities.

Reference Currency

The reference currency for the Fund is the US-Dollar.


The Subfund shall issue Shares of Classes ‹B› and ‹R›. Shares of Classes ‹B› and ‹R› are capital growth Shares available in uncertificated form only. The issue currency of the ‹B› Share Class is the US-Dollar. The issue currency of the ‹R› Share Class is the Euro (‹R-EUR›). With shares of the class ‹R-EUR› the risk of an overall depreciation of the Subfund’s reference currency (USD) against the alternative currency of the Share Class ‹R-EUR› is reduced significantly by hedging the net asset value of the Share Class ‹R› – calculated in the Subfund’s reference currency (USD) – against the alternative currency of the Subfund by means of forward foreign exchange transactions. Consequently, the currency risk of the investment currencies (except for the reference currency of the Subfund) versus the alternative currency of the Share Class ‹R› is not hedged or is only partially hedged. The net asset value of the shares of an alternate currency class does not develop in the same way as that of the share class issued in the reference currency of the Subfund.

Net Asset Value

The net asset value of the Fund will be determined once per week on the last Business Day of each week, or the next Business Day if this is not a Business Day in Luxembourg and on the first Business Day of each month by using the closing prices of the respectively previous Business Day (the “Valuation Day”), based on the method of calculating the “Net Asset Value” as described in Chapter 6. A Business Day is a day when banks are open for business in Luxembourg.

Calculation Date

The Calculation Date is the relevant “Valuation Day”.

Subscription

Shares may be purchased by returning a duly completed subscription application at least one Business Day (such date being referred to as the “Subscription Date”) prior to the relevant Valuation Day at the net asset value per Class of Shares, calculated on the Calculation Date following the receipt of the subscription application (based on the method of calculating the “Net Asset Value” as described in Chapter 6) plus the applicable sales charges and any taxes, if such accrue. Subscription orders must be submitted to the Central Administration by 3.00 p.m. (Central European Time) on the Subscription Date.

Subscriptions received after this deadline will be taken into account for the next following Valuation Day.

Payment of the subscription price must be received by the Custodian within two Business Days after the Valuation Day on which the issue price of the Shares was determined.

A sales charge of up to 5% of the subscription price may be levied on subscriptions and shall accrue to the banks and other financial institutions engaged in the distribution of the Shares.

Redemption

The Shares of the Fund may be in principle redeemed by returning a duly completed Redemption Application to the Central Administration before 3 p.m. (Central European Time) one Business Day prior to the relevant Valuation Day (such date being referred to as the “Redemption Date”) at the Net Asset Value per Share (based on the method of calculating the «Net Asset Value» as described in Chapter 6).

Redemption applications received after this cut-off time shall be treated as a request for redemption on the Redemption Date immediately thereafter at the Net Asset Value per Share as of the next Valuation Day. Payment of the redemption price will be made within two Business Days after the Valuation Day.

No redemption charge other than mandatory taxes or stamp duties will be levied.


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Management Fee

Divergent from Chapter 7 «Expenses and Taxes», the Management Fee includes only the fees payable to the Investment Adviser. The maximum Management Fee per year, calculated monthly on the average total net asset value of the Fund, amounts to a maximum of 1.00 % p.a. The actual management fee charged shall be disclosed in the respective annual or semi-annual report.


At any time the Subfund’s assets may be partially or fully invested in other undertakings for collective investment and accordingly the Subfund may have a fund of funds structure. Investors should note that in general when investing in shares of other undertakings for collective investment, the same costs may be incurred at the level of the Subfund as well as the underlying undertaking for collective investment. In no event shall the cumulative management fee exceed 4%.


Divergent from Chapter 7 «Expenses and Taxes», the Fund shall pay to the Central Administration a separate fee. The actual Central Administration charged shall be disclosed in the respective annual or semi-annual report.

Performance Fee

In addition to the aforementioned Management Fee, a performance-related fee will be charged for the respective Subfund as described hereafter. The performance fee may only be levied and set aside when the following criteria are fulfilled: The calculation of the performance fee and the necessary provisioning take place with every Net Asset Value calculation, however it will only be crystallized at the end of each quarterly Performance Period. The performance fee shall be payable, if applicable, quarterly in arrears. The Performance Period will start with the launch of the Subfund or the relevant share class respectively and which ends on May 31, 2010 for the first time. The “hurdle rate” shall be the LIBOR USD 3 Months + 50 basis points/quarter. At the time of launch, the “hurdle rate value” is equal to the issue price of the respective Share Class. Then, after each Performance Period, the “hurdle rate value” shall be refixed quarterly to the last Net Asset Value Calculation of the previous Performance Period. If, on the Calculation Date, the Net Asset Value of a Share Class is above the “hurdle rate value”, a performance fee of 10% shall be deducted from the difference between the Net Asset Value of the Share Class and the “hurdle rate value”. Calculation of the performance fee takes place on the basis of the Shares of the respective Class that are currently in circulation. A performance fee is payable when the following conditions apply: (NAV per Share) t – (HR index value) t > 0 If this condition is met, then: Performance Fee = 0.10(NAV t – HR index value t) × number of Shares t where: NAVt = Net Asset Value prior to provision for performance fee calculated on the relevant Calculation Date HR = hurdle rate Taxation

The Fund is liable in Luxembourg to a tax of 0.05 percent p.a. of its net assets such tax being payable quarterly on the basis of the net assets of the Fund at the relevant quarter. The investors’ attention is drawn to Chapter 7 “Expenses and Taxes” in the general part of this Prospectus.

Investment Adviser


Finaport Ltd. Fraumünsterstrasse 9 CH-8001 Zurich


Risk Factors

a) General

Prospective investors should be aware that an investment in the Subfund involves a high degree of risk, including the risk of a loss of the entire amount invested.

The Shares in the Subfund thus are not suitable for all investors. Potential investors should consider that Shares of the Subfund constitute a medium term to long term investment.

The investment in Shares of the Subfund should be considered as a supplement to a portfolio. A traditional portfolio consists of equities, bonds and money market investments in various currencies, with the disadvantage that the risk and return features are immediately related to the relevant capital markets (high correlation). Alternative Investments like Hedge Funds, however, show a lower or even negative correlation to traditional investments.





The Subfund, however, will seek to minimize such risks by a strict selection of the alternative investment instruments and an adequate spreading of the risks involved. In addition, the overall risk incurred by the Subfund is limited due to the absence of leverage on the Subfund’s assets.

c) Hedge Funds

Hedge funds – in spite of their name – do not necessarily have anything to do with hedging. Hedge funds are non-traditional funds, which can be described as forms of investment funds, companies and partnerships that use a wide variety of trading strategies including position taking in a range of markets and which employ an assortment of trading techniques and instruments, often including short-selling, derivatives and significant leverage. Three of the major risks in investing in hedge funds may, therefore, be their extensive use of short selling, derivatives and leverage.

d) Real Estate Funds

In accordance with their investment policy, individual real estate funds may invest in real estate development projects and restore real estate held by the real estate fund.

Project developments and real estate restoration projects are subject to a number of risks, particularly regarding construction delays and overshooting costs. In addition, it is possible that the relevant properties may not achieve the marketing goals, particularly the income expected from leasing or disposal. In the initial phase of a project development or real estate restoration project, there is a risk that planning, operating, construction or other necessary permits may not be granted or may be granted subject to a delay.


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e) REITs (real estate investment trusts)


f) Commodity Funds

Investment in commodities may subject the Subfund to greater volatility than investments in traditional securities and the risk of loss is very high.

The value of commodity-linked investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

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