maintower sicav...dec 31, 2015 · mr michele di tuccio (as from april 30, 2015) member zeus...

MainTower SICAV

R.C.S. Luxembourg B 153.473

Audited Annual ReportAs at December 31, 2015

No subscription can be received on the basis of this annual report. Subscriptions are only valid if made on the basis of thecurrent prospectus supplemented by the latest annual report, the Key Investor Information Document (KIID) and the mostrecent semi-annual report, if published thereafter.

TABLE OF CONTENTS

ORGANISATION........................................................................................................................................... 3

REPORT OF THE BOARD OF DIRECTORS ................................................................................................... 5

REPORT OF THE REVISEUR D’ENTREPRISES AGREE ................................................................................. 7

STATEMENT OF NET ASSETS ..................................................................................................................... 8

STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS .................................................................. 10

STATISTICAL INFORMATION ....................................................................................................................... 12

MAINTOWER SICAV - FLEXIBLE LOW VOLATILITY...................................................................................... 14STATEMENT OF INVESTMENTS AND OTHER NET ASSETS ...................................................................... 14GEOGRAPHICAL CLASSIFICATION OF INVESTMENTS ............................................................................. 16INDUSTRIAL CLASSIFICATION OF INVESTMENTS .................................................................................... 17

MAINTOWER SICAV - FLEXIBLE HIGH VOLATILITY ..................................................................................... 18STATEMENT OF INVESTMENTS AND OTHER NET ASSETS ...................................................................... 18GEOGRAPHICAL CLASSIFICATION OF INVESTMENTS ............................................................................. 22INDUSTRIAL CLASSIFICATION OF INVESTMENTS .................................................................................... 23

MAINTOWER SICAV - WISDOM .................................................................................................................... 24STATEMENT OF INVESTMENTS AND OTHER NET ASSETS ...................................................................... 24GEOGRAPHICAL CLASSIFICATION OF INVESTMENTS ............................................................................. 25INDUSTRIAL CLASSIFICATION OF INVESTMENTS .................................................................................... 26

MAINTOWER SICAV - AMBROSIA* .............................................................................................................. 27STATEMENT OF INVESTMENTS AND OTHER NET ASSETS ...................................................................... 27GEOGRAPHICAL CLASSIFICATION OF INVESTMENTS ............................................................................. 28INDUSTRIAL CLASSIFICATION OF INVESTMENTS .................................................................................... 29

MAINTOWER SICAV - AMARANTO ITALIAN MARKET** ............................................................................... 30STATEMENT OF INVESTMENTS AND OTHER NET ASSETS ...................................................................... 30GEOGRAPHICAL CLASSIFICATION OF INVESTMENTS ............................................................................. 32INDUSTRIAL CLASSIFICATION OF INVESTMENTS .................................................................................... 33

NOTES TO THE FINANCIAL STATEMENTS................................................................................................... 34

MainTower SICAV

* Launched on April 24, 2015** Launched on April 2, 2015

Organisation

Board of Directors

Chairman Mr Fausto Bianchi

Wealth Management

Sofia SGR Milan

Directors Mr Marco Sagramoso

Member

Lemanik Asset Management S.A.

Mr Fabio Mazzali

Member

Zeus Capital S.A.

Mr Michele Di Tuccio (as from April 30, 2015)

Member

Zeus Capital S.A.

Registered Office 106, route d’Arlon, L-8210 Mamer

Grand Duchy of Luxembourg

Management Company Lemanik Asset Management S.A.

106, route d’Arlon, L-8210 Mamer


Custodian and Paying Agent RBC Investor Services Bank S.A.

14, Porte de France, L-4360 Esch-sur-Alzette,


Administrative Agent, Registrar and Transfer Agent RBC Investor Services Bank S.A.

14, Porte de France, L-4360 Esch-sur-Alzette,


Domiciliary Agent Lemanik Asset Management S.A.



MainTower SICAV

3

Main Distributors Lemanik Asset Management S.A.



SOFIA Societa di Gestione del Risparmio S.p.A.

6, Via Vincenzo Monti, I-20123 Milano

Italy

Banca Ifigest S.p.A

1, Piazza Santa Maria Sorprarno, I-50125 Firenze

Italy

IW Bank S.p.A

Via Cavriana 20, I-20134 Milano

Italy

Cassa Lombarda S.p.A. (as from August 2, 2015)

12/24, Via Manzoni, 20121 Milan,

Italy

Investment Manager Lemanik S.A.

Via Giuseppe Bagutti 5, CH-6900 Lugano

Switzerland

Investment Adviser Zeus Capital S.A.

61, Via San Gottardo, CH-6900 Massagno

Switzerland

Cabinet de revision agree KPMG Luxembourg, Societe cooperative

39, Avenue John F. Kennedy, L-1855 Luxembourg


MainTower SICAV

4

Organisation (continued)

Report of the Board of Directors

2015 ended as one of the most difficult year for the interpretation of financial markets behaviour. After the first 3-4 months of

steady and sustained growth on all asset classes, we witnessed an increase in volatility and a break in the basic framework,

regularly led by macoreconomics themes that have gradually undermined the confidence of the operators. Shifting main

themes like Greece (and therefore on the strength of the Euro), Ukraine (then the relationship between the EU and Russia),

China (the most important consuption market with the USA, of world economy), oil sector crisis (and consequently, the

destabilization of the equilibrium in the Middle East and the terrorist reflections related to Isis).

Really a nice mix of items that rightfully instill daily serious doubts about the likelihood of positive global scenario to justify

substantial rise in the international price lists. In face of all this, the markets entrusted that in the current environment are the

central banks the only final savior. Markets finally put the the world’s destiny into central banks hands and the latter often

committed to this role giving support even only with the expected words and terms for market support. Draghi provided QE

support and everything that goes around, to give support, even moral, to the hesitant economic recovery, on the other side

Yellen gave trust and demonstration, with the anticipated rise in interest rates, of a consistent and solid recovery justifying

the long-awaited measure as a symbolic turning point.

But measures taken, in both cases, appear as breathless and face a very limited perspective. The deep crisis of raw

materials, mainly, energy, do not help to reflate the world and without a rise in the money circulation we cannot heve real

recovery. On the other hand, the reflation is unlikely in a collapse of purchasing power scenario and without recovery in

employment (even in the US, where the official unemployment rate has returned to pre-crisis levels, but not considering how

many people went out from the labor force).

On the other hand, with the raw materials so stagnant, emerging economies cannot easily recover and, indeed, they’re

living with great suffering the stronger US dollar.In this context the Fund, launched two new sub funds, Ambrosia and

Amaranto Italian Market, increasing the range of strategies provided. We also added a new local distributor Cassa

Lombarda and a new italian paying agent BNP Paribas. At the beginning of 2016 a local distribution agreement with Banca

Consulia was signed and this will lead to a strong relationship in order to develop the AUM of the Fund.

Regarding the asset management activity, the Fund introduced a prospectus draft in CSSF asking for the appointment of

Sofia SGR as new investment manager for High volatility and low volatility sub funds.

MAINTOWER SICAV – FLEXIBLE HIGH VOLATILITY

The allocation of the Fund Maintower High Volatility was oriented during 2015 equity investment in the Euro area and in

particular on the Italian market. The markets have fluctuated within a wide lateral band on the expectation of a recovery in

the economic cycle, expectation that favored in particular the financial sector in the first half of the year. The delay of the

indices within this side band, between 18000 and 24000 for Italy and for the 3000-3800 Eurostoxx50 did not affect the

medium-term positive trend, which is supported by the implementation of the ECB of unconventional monetary policies to

expand the budget for the benefit of the economic cycle. Additional indicators that move for the benefit of the economic

cycle were the gradual decline in oil prices and the weakening of the euro. From a sector perspective has remained a

strategic part of the financial sector portfolio that will benefit most from a possible acceleration in economic activity during

2016. Equity investments we have been valued at the European out of the area in marginal terms; after the first half was

reduced to micro and small-cap component. The performance of the sub fund has been +5.68%.

MAINTOWER SICAV – FLEXIBLE LOW VOLATILITY

In the 2015 year the financial markets has been characterized fundamentally by two quite different phases. In the first phase

we noted a low volatility and an sharp move in the European stock markets, while in the second half there were more

volatility, both on the US markets and on European ones, with a loss of the upward force of the Stock Exchange. We tried to

take advantage from the volatility movements by a dynamic derivatives strategy and in the same time we had mainted a

static position in European government bonds. In the credit space it was the divergence between European and US credit

which was most notable. Reflecting the higher exposure to energy credits, US HY closed with a -5.0% loss for the full year,

while US IG was down a more modest -0.4%. In Europe we saw EUR HY finish +0.5% and EUR Sub Fins +1.4%, although

EUR IG Corp was down -0.7%. Again converting this into US Dollar terms results in any gains for European credit being

wiped out and in turn underperforming US credit for the full year. In the last week of November the portfolio was affected by

the collapsing of the issuer Abengoa SA. In fact on the 25th of November Abengoa SA’s bonds and stock tumbled to

MainTower SICAV

5

records after the embattled renewable-energy company said it was seeking preliminary protection from creditors following

the breakdown of talks with a new investor. The performance of the sub fund has been -9.47%.

MAINTOWER SICAV – WISDOM

We invested most of the AUM in Italy sovereign bond and managing with a tactical approach a Dax Index and Eurostoxx

Index futures strategy in order to catch the movements on the markets. The performance of the sub fund has been -7.09%

due in particular to the small assets of the fund.

MAINTOWER SICAV – AMBROSIA

The sub fund has been launched on the April. The initial allocation of the portfolio has been done considering many factors

as the oil price dynamic, the volatility on the bank sector and the geo-politcal situation. To contain the volatility during the

year the portfolio allocation was oriented on the short term bond fund and equity fund with very low volatility. The

performance of the sub fund has been -2.64%.

MAINTOWER SICAV – AMARANTO ITALIAN MARKET

The stock market of the sub-fund Maintower Amaranto Italian Market since its launch to the end of 2015, suffered a drop of

more than 15 percentage points. The micro cap Italian continue to struggle to find interest from investors, because the

overall market problems that far outweigh the positive aspects and assessment of individual corporate stories. In particular,

the sector remains a chronic shortage of investors, especially in relation to the secondary market, where trading continues

to be minimal.

In this context the sub fund Maintower Amaranto Italian Market investment policy has been directed to the construction of a

portfolio characterized by sound fundamentals, we expect to be properly valued by the market in the coming years;

alongside this activity we proceeded to act primarily on the secondary market, also in order to increase the liquidity of the

securities issued, as well as to attempt to exploit the weakness of the sector by making acquisitions at more favorable

prices. The average exposure of the fund was close to the 75%, while the remaining part has remained in cash. The

performance of the sub fund has been -14.74%.

Luxembourg, April 11, 2016

Mr Fabio Mazzali

MainTower SICAV

6

Report of the Board of Directors (continued)

MainTower SICAV

Report of the Reviseur d'Entreprises agree

To the Shareholders of MainTower SICAV 106, route d'Arlon, L-8210 Mamer Grand Duchy of Luxembourg

We have audited the accompanying financial statements of MainTower SICAV (the "SICAV") and each of its sub-funds, which comprise the statement of net assets and the statement of investments and other net assets as at December 31 , 2015, and the statement of operations and changes in net assets for the year then ended, and a summary of significant accounting policies and other explanatory information.

Board of Directors of the SICA V's responsibility for the financial statements

The Board of Directors of the SICAV is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation of financial statements, and for such internal control as the Board of Directors of the SICAV determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Responsibility of the Reviseur d'Entreprises agree

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the judgment of the Reviseur d'Entreprises agree, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the Reviseur d'Entreprises agree considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors of the SICAV, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion. the financial statements give a true and fair view of the financial position of Main Tower SICAV and each of its sub-funds, as of December 31, 2015, and of the results of their operations and changes in their net assets for the year then ended in accordance with the Luxembourg legal and regulatory requirements relating to the preparation of the financial statements.

Other matter

Supplementary information included in the annual report has been reviewed in the context of our mandate but has not been subject to specific audit procedures carried out in accordance with the standards described above. Consequently, we express no opinion on such information. However, we have no observation to make concerning such information in the context of the financial statements taken as a whole.

Luxembourg, April 25, 2016

7

KPMG Luxembourg, Societe cooperative

Cabinet de revision agree

STATEMENT OF NET ASSETSas at December 31, 2015

Notes Flexible Low

Volatility

Flexible High

Volatility

Wisdom

(in EUR) (in EUR) (in EUR)

ASSETS- Investments in securities at market value (2a) 2,923,744.69 8,788,215.54 1,330,046.15- Cash at bank 68,390.92 326,087.92 709,429.85- Amounts receivable on sale of investments - - -- Interest and dividend receivable, net 73,788.31 289.24 -- Net formation expenses capitalised (2f,12) - - 43,126.81- Other assets / receivables 9,486.97 9,487.48 -

3,075,410.89 9,124,080.18 2,082,602.81

LIABILITIES- Amounts payable on redemptions - 3,110.64 -- Net unrealised loss on futures contracts (9) - - 1,025.00- Management commission payable 7,606.82 19,637.63 5,269.22- Taxes and expenses payable (3) 21,781.78 30,417.05 12,300.90

29,388.60 53,165.32 18,595.12TOTAL NET ASSETS 3,046,022.29 9,070,914.86 2,064,007.69

Net asset value per Class I share - - 86.73Number of Class I shares outstanding - - 9,179.906

Net asset value per Class A share - - 85.85Number of Class A shares outstanding - - 14,767.460

Net asset value per Class H share 89.20 95.10 -Number of Class H shares outstanding 34,146.723 95,378.723 -

MainTower SICAV

The accompanying notes form an integral part of these financial statements.

8

Notes Ambrosia* Amaranto Italian

Market**

Combined


ASSETS- Investments in securities at market value (2a) 7,569,239.61 2,575,168.00 23,186,413.99- Cash at bank 1,118,278.57 586,487.57 2,808,674.83- Amounts receivable on sale of investments - 27,575.92 27,575.92- Interest and dividend receivable, net - - 74,077.55- Net formation expenses capitalised (2f,12) 42,377.35 56,119.03 141,623.19- Other assets / receivables - - 18,974.45

8,729,895.53 3,245,350.52 26,257,339.93

LIABILITIES- Amounts payable on redemptions - - 3,110.64- Net unrealised loss on futures contracts (9) - - 1,025.00- Management commission payable 7,273.80 7,351.43 47,138.90- Taxes and expenses payable (3) 18,661.61 10,638.35 93,799.69

25,935.41 17,989.78 145,074.23TOTAL NET ASSETS 8,703,960.12 3,227,360.74 26,112,265.70

Net asset value per Class I share - 84.98Number of Class I shares outstanding - 18,359.724

Net asset value per Class A share 97.36 85.74Number of Class A shares outstanding 89,397.002 19,444.056

Net asset value per Class H share - -Number of Class H shares outstanding - -

MainTower SICAV


9


STATEMENT OF NET ASSETSas at December 31, 2015 (continued)

STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETSFor the Year/Period ended December 31, 2015

Notes Flexible Low

Volatility

Flexible High

Volatility

Wisdom


NET ASSETS AT THE BEGINNING OF THE YEAR/PERIOD 7,548,712.33 10,423,531.57 2,253,774.88

INCOMEIncome from investments:- Dividends, net 7,594.36 132,827.52 -- Bond interest, net 293,819.81 3,770.96 261.31- Bank interest 506.59 - -

301,920.76 136,598.48 261.31

EXPENSESFees:- Advisory fee (5) 21,325.47 36,736.30 9,091.48- Performance fee (5) 98,929.04 24,755.16 -- Management commission (5) 94,973.45 182,551.23 53,916.03- Administration, custodian and transfer agent fees (11) 78,894.19 101,091.90 64,297.35

Other Expenses:- Audit and legal fees 40,565.19 51,508.93 15,907.02- Subscription tax (6) 2,512.76 4,310.11 683.12- Bank charges and correspondent fees (8) 31,882.32 144,063.05 9,871.61- Bank interest 1,064.16 5,465.43 1,262.64- Amortisation of formation expenses (2f) 602.79 602.81 11,989.05- Other charges (10,12) 60,608.73 77,714.44 34,816.88

431,358.10 628,799.36 201,835.18

NET RESULT ON INVESTMENTS (129,437.34) (492,200.88) (201,573.87)Net realised result on:- Investments 297,099.38 1,246,759.25 8,310.20- Futures contracts - - 45,164.96- Foreign exchange 63,818.18 3,809.05 (0.03)

NET REALISED PROFIT/(LOSS) 231,480.22 758,367.42 (148,098.74)Change in net unrealised appreciation/(depreciation)on:- Investments (554,661.86) (143,179.91) (3,336.89)- Future contracts - - 1,687.50NET INCREASE/(DECREASE) IN NET ASSETS AS ARESULT OF OPERATIONS (323,181.64) 615,187.51 (149,748.13)MOVEMENTS IN CAPITALSubscriptions of shares 2,496,894.78 6,721,932.80 404,925.03Redemptions of shares (6,676,403.18) (8,689,737.02) (444,944.09)

NET ASSETS AT THE END OF THE YEAR/PERIOD 3,046,022.29 9,070,914.86 2,064,007.69

MainTower SICAV

10


Notes Ambrosia* Amaranto Italian

Market**

Combined


NET ASSETS AT THE BEGINNING OF THE YEAR/PERIOD - - 20,226,018.78

INCOMEIncome from investments:- Dividends, net - 7,273.34 147,695.22- Bond interest, net - - 297,852.08- Bank interest - 0.19 506.78

- 7,273.53 446,054.08

EXPENSESFees:- Advisory fee (5) 10,208.56 3,826.95 81,188.76- Performance fee (5) - 9,977.84 133,662.04- Management commission (5) 36,953.52 43,281.28 411,675.51- Administration, custodian and transfer agent fees (11) 31,613.28 39,205.37 315,102.09

Other Expenses:- Audit and legal fees 6,307.46 9,521.49 123,810.09- Subscription tax (6) 695.82 538.96 8,740.77- Bank charges and correspondent fees (8) 4,036.53 8,286.02 198,139.53- Bank interest 2,066.19 1,102.87 10,961.29- Amortisation of formation expenses (2f) 3,472.65 2,380.97 19,048.27- Other charges (10,12) 14,445.40 13,783.23 201,368.68

109,799.41 131,904.98 1,503,697.03

NET RESULT ON INVESTMENTS (109,799.41) (124,631.45) (1,057,642.95)Net realised result on:- Investments (10,475.07) 50,609.81 1,592,303.57- Futures contracts - - 45,164.96- Foreign exchange - (0.01) 67,627.19

NET REALISED PROFIT/(LOSS) (120,274.48) (74,021.65) 647,452.77Change in net unrealised appreciation/(depreciation)on:- Investments (50,614.59) (434,850.50) (1,186,643.75)- Future contracts - - 1,687.50NET INCREASE/(DECREASE) IN NET ASSETS AS ARESULT OF OPERATIONS (170,889.07) (508,872.15) (537,503.48)MOVEMENTS IN CAPITALSubscriptions of shares 8,879,793.54 3,736,232.89 22,239,779.04Redemptions of shares (4,944.35) - (15,816,028.64)

NET ASSETS AT THE END OF THE YEAR/PERIOD 8,703,960.12 3,227,360.74 26,112,265.70

MainTower SICAV

11



STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETSFor the Year/Period ended December 31, 2015 (continued)

STATISTICAL INFORMATIONas at December 31, 2015

Flexible LowVolatility

Flexible HighVolatility

Wisdom Ambrosia*

(in EUR) (in EUR) (in EUR) (in EUR)

Total net assetsas at December 31, 2015 3,046,022.29 9,070,914.86 2,064,007.69 8,703,960.12- as at December 31, 2014 7,548,712.33 10,423,531.57 2,253,774.88 -- as at December 31, 2013 5,734,824.33 3,391,948.24 - -

Number of Class I shares outstanding- outstanding at the beginning of the year/period - - 9,990.686 -- subscribed - - - -- redeemed - - (810.780) -

- outstanding at the end of the year/period - - 9,179.906 -

Net asset value per Class I share- as at December 31, 2015 - - 86.73 -- as at December 31, 2014 - - 93.35 -- as at December 31, 2013 57.49 55.52 - -

Number of Class A shares outstanding- outstanding at the beginning of the year/period - - 14,214.601 -- subscribed - 59.850 4,572.966 89,447.117- redeemed - (59.850) (4,020.107) (50.115)

- outstanding at the end of the year/period - - 14,767.460 89,397.002

Net asset value per Class A share- as at December 31, 2015 - - 85.85 97.36- as at December 31, 2014 - - 92.94 -- as at December 31, 2013 65.63 62.44 - -

Number of Class H shares outstanding- outstanding at the beginning of the year/period 76,615.468 115,826.479 - -- subscribed 24,447.142 65,045.426 - -- redeemed (66,915.887) (85,493.182) - -

- outstanding at the end of the year/period 34,146.723 95,378.723 - -

Net asset value per Class H share- as at December 31, 2015 89.20 95.10 - -- as at December 31, 2014 98.53 89.99 - -- as at December 31, 2013 99.11 100.74 - -

MainTower SICAV

12

* Launched on April 24, 2015

Amaranto ItalianMarket*(in EUR)

Total net assetsas at December 31, 2015 3,227,360.74- as at December 31, 2014 -- as at December 31, 2013 -

Number of Class I shares outstanding- outstanding at the beginning of the year/period -- subscribed 18,359.724- redeemed -

- outstanding at the end of the year/period 18,359.724

Net asset value per Class I share- as at December 31, 2015 84.98- as at December 31, 2014 -- as at December 31, 2013 -

Number of Class A shares outstanding- outstanding at the beginning of the year/period -- subscribed 19,444.056- redeemed -

- outstanding at the end of the year/period 19,444.056

Net asset value per Class A share- as at December 31, 2015 85.74- as at December 31, 2014 -- as at December 31, 2013 -

Number of Class H shares outstanding- outstanding at the beginning of the year/period -- subscribed -- redeemed -

- outstanding at the end of the year/period -

Net asset value per Class H share- as at December 31, 2015 -- as at December 31, 2014 -- as at December 31, 2013 -

MainTower SICAV

13

STATISTICAL INFORMATIONas at December 31, 2015 (continued)


Flexible Low Volatility

STATEMENT OF INVESTMENTS AND OTHER NET ASSETSas at December 31, 2015

(in EUR)

Currency Quantity

/ Nominal

Description Cost Market

value

% of net

assets

Transferable securities listed on an official stock exchange or on another regulated market

Bonds

Agriculture and Fishing

EUR 100,000 KAZAGRO 3.255% 14-22.05.19 93,230.00 93,450.00 3.07%

93,230.00 93,450.00 3.07%

Banks and Financial Institutions

EUR 100,000 RBS 5% 10-23.03.20 97,500.00 95,920.00 3.15%

EUR 100,000 SANTANDER 6.25% 14-PERP 97,408.33 93,500.00 3.07%

EUR 200,000 UNICREDIT 6.75% 14-PERP 196,244.00 188,500.00 6.19%

391,152.33 377,920.00 12.41%

Construction, Building Material

EUR 100,000 ABENGOA 8.5% 10-31.03.16 90,500.00 14,000.00 0.46%

EUR 150,000 ASTALDI SPA 7.125% 13-01.12.20 148,845.00 148,312.50 4.87%

USD 100,000 CLIFFS NATU 8.25% 15-31.03.20 82,781.02 69,778.08 2.29%

USD 100,000 CLIFFS NATU 8.25% 15-31.03.20 84,476.34 69,778.08 2.29%

USD 400,000 EMPRESAS IS 8.875% 14-29.05.24 229,765.94 75,040.04 2.47%

EUR 200,000 ZAGREBACKI 5.5% 07-10.07.17 189,480.00 186,500.00 6.12%

825,848.30 563,408.70 18.50%

Holding and Financial Companies

EUR 300,000 ABENGOA FIN 6% 14-31.03.21 226,930.00 31,950.00 1.05%

EUR 150,000 GENERALI FI 4.596% 14-PERP 144,187.50 144,633.00 4.75%

EUR 100,000 GEO TRAVEL FIN 7.5% 13-01.08.18 92,125.00 93,370.00 3.06%

EUR 200,000 PORTUGAL TEL 5% 09-04.11.19 188,240.00 110,000.00 3.61%

651,482.50 379,953.00 12.47%

Leisure

EUR 150,000 SNAI 7.625% 13-15.06.18 153,654.00 143,265.00 4.70%

153,654.00 143,265.00 4.70%

Mines, Heavy Industries

EUR 300,000 OVAKO GROUP 6.5% 14-01.06.19 280,450.00 213,000.00 6.99%

USD 200,000 PEABODY ENE 6% 12-15.11.18 74,393.71 33,746.05 1.11%

354,843.71 246,746.05 8.10%

News Transmission

EUR 100,000 ALTICE 7.25% 14-15.05.22 94,250.00 93,500.00 3.07%

EUR 200,000 ORANGE 5% 14-PERP 205,000.00 198,886.00 6.53%

299,250.00 292,386.00 9.60%

MainTower SICAV


14

Currency Quantity

/ Nominal


value

% of net

assets

Public Services

EUR 150,000 PPC FINANCE 4.75% 14-01.05.17 139,680.00 131,850.00 4.33%

GBP 100,000 RWE 7% (FRN) 12-PERP /SUB 133,728.24 132,756.73 4.36%

273,408.24 264,606.73 8.69%

Supranational

ZAR 2,750,000 EIB 7.5% 13-30.01.19 194,509.96 155,657.87 5.11%

TRY 750,000 EIB 7.625% 13-28.10.16 EMTN 246,240.64 229,251.34 7.53%

440,750.60 384,909.21 12.64%

Transportation

EUR 200,000 RICKMERS HLD 8.875% 13-11.06.18 197,410.00 177,100.00 5.81%

197,410.00 177,100.00 5.81%

Total - Bonds 3,681,029.68 2,923,744.69 95.99%

Total - Transferable securities listed on an official stock exchange or on another

regulated market 3,681,029.68 2,923,744.69 95.99%

Total Investments 3,681,029.68 2,923,744.69 95.99%

Other Net Assets 122,277.60 4.01%

Total Net Assets 3,046,022.29 100.00%

MainTower SICAV


15


STATEMENT OF INVESTMENTS AND OTHER NET ASSETS (continued)as at December 31, 2015

(in EUR)


GEOGRAPHICAL CLASSIFICATION OF INVESTMENTSas at December 31, 2015

(by Country of incorporation - in percentage of net assets)

Luxembourg 18.77%

Italy 15.76%

Germany 10.17%

Netherlands 8.36%

Great Britain 7.48%

Sweden 6.99%

France 6.53%

Croatia 6.12%

United States of America 5.69%

Spain 4.58%

Kazakhstan 3.07%

Mexico 2.47%

TOTAL 95.99%

MainTower SICAV

16


INDUSTRIAL CLASSIFICATION OF INVESTMENTSas at December 31, 2015

(in percentage of net assets)

Construction, Building Material 18.50%

Supranational 12.64%

Holding and Financial Companies 12.47%

Banks and Financial Institutions 12.41%

News Transmission 9.60%

Public Services 8.69%

Mines, Heavy Industries 8.10%

Transportation 5.81%

Leisure 4.70%

Agriculture and Fishing 3.07%

TOTAL 95.99%

MainTower SICAV

17

Flexible High Volatility


(in EUR)

Currency Quantity

/ Nominal


value

% of net

assets


Bonds

States, Provinces, and Municipalities

EUR 100,000 ITALY 2.15% 13-12.11.17 /INFL 104,097.74 103,750.00 1.14%

104,097.74 103,750.00 1.14%

Total - Bonds 104,097.74 103,750.00 1.14%

Equities

Agriculture and Fishing

EUR 60,000 AGRONOMIA SPA 43,745.30 8,472.00 0.09%

43,745.30 8,472.00 0.09%

Automobile Industry

USD 2,000 FERRARI N.V. 95,095.32 88,602.15 0.98%

EUR 23,000 FIAT CHRYSLER AUTOMOBILES N.V 301,220.25 297,160.00 3.27%

396,315.57 385,762.15 4.25%


EUR 25,000 BANCO POPOLARE -AZ. POST RAG 347,811.98 320,250.00 3.53%

EUR 350,000 BCA POPOLARE DI MILANO 325,069.03 322,350.00 3.55%

EUR 150,000 BMPS 258,346.07 184,800.00 2.04%

EUR 3,500 BNP PARIBAS 196,945.79 184,065.00 2.03%

EUR 20,000 CREDIT AGRICOLE SA. PARIS 217,643.82 217,900.00 2.40%

EUR 190,000 INTESA SANPAOLO SPA 593,750.76 586,720.00 6.47%

EUR 15,000 MEDIOBANCA BCA CREDITO FINANZ. 137,572.83 133,275.00 1.47%

EUR 6,000 STE GEN.PARIS -A- 268,211.71 256,710.00 2.83%

EUR 65,000 UNICREDIT AZ 383,515.11 333,775.00 3.68%

EUR 60,000 UNIONE DI BANCHE ITALIANE SCPA 411,143.77 372,000.00 4.10%

3,140,010.87 2,911,845.00 32.10%

Construction, Building Material

EUR 15,000 PANARIAGROUP INDUST. CERAMICHE 21,790.63 52,800.00 0.58%

21,790.63 52,800.00 0.58%

Electronic Semiconductor

EUR 137,563 BEGHELLI SPA MONTEVEGLIO 68,263.83 65,741.36 0.73%

EUR 30,000 STMICROELECTRONICS NV 203,769.48 188,160.00 2.07%

EUR 60,000 TESMEC 39,099.70 39,000.00 0.43%

311,133.01 292,901.36 3.23%

MainTower SICAV


18

Currency Quantity

/ Nominal


value

% of net

assets

Electronics and Electrical Equipment

EUR 6,000 B & C SPEAKERS SPA 46,303.80 46,320.00 0.51%

EUR 27,851 IRCE SPA 56,116.67 59,434.03 0.66%

EUR 10,000 SAES GETTERS SPA MILANO 70,461.82 129,100.00 1.42%

172,882.29 234,854.03 2.59%

Graphic Art, Publishing

EUR 90,000 IL SOLE 24 ORE SPA 62,190.00 58,050.00 0.64%

62,190.00 58,050.00 0.64%


EUR 7,000 DIGITAL MAGICS 44,136.65 40,250.00 0.44%

44,136.65 40,250.00 0.44%

Insurance

EUR 25,000 ASSICURAZIONI GENERALI SPA 439,857.61 423,000.00 4.66%

EUR 30,000 UNIPOL GRUPPO FINANZIARIO SPA 140,845.91 142,920.00 1.58%

EUR 50,000 UNIPOLSAI - SAI NPV SHS 121,319.60 118,000.00 1.30%

702,023.12 683,920.00 7.54%

Internet Software

EUR 60,000 EXPRIVIA SPA 47,635.50 45,570.00 0.50%

47,635.50 45,570.00 0.50%

Mechanics, Machinery

EUR 50,000 EMAK SPA BAGNOLO IN PIANO 46,376.75 38,475.00 0.42%

46,376.75 38,475.00 0.42%

Mines, Heavy Industries

EUR 70,000 ARCELORMITTAL SA REG SHS 318,502.35 278,110.00 3.07%

EUR 20,000 TENARIS SA 245,069.99 218,800.00 2.41%

563,572.34 496,910.00 5.48%

News Transmission

EUR 50,000 ALCATEL - LUCENT 189,615.99 180,500.00 1.99%

EUR 60,000 MEDIASET SPA 259,841.76 229,920.00 2.54%

EUR 150,000 TELECOM ITALIA SPA 176,797.17 176,250.00 1.94%

626,254.92 586,670.00 6.47%

Other Services

EUR 4,000 BIO-ON SPA 50,144.45 60,840.00 0.67%

50,144.45 60,840.00 0.67%

MainTower SICAV


19



(in EUR)

Currency Quantity

/ Nominal


value

% of net

assets

Petrol

EUR 35,000 ENI SPA ROMA 528,728.69 483,000.00 5.32%

528,728.69 483,000.00 5.32%

Pharmaceuticals and Cosmetics

EUR 90,000 ISAGRO SPA 191,221.34 135,000.00 1.49%

191,221.34 135,000.00 1.49%

Public Services

EUR 170,000 A2A SPA 201,608.86 213,180.00 2.35%

EUR 10,000 E.ON SE 92,429.96 89,310.00 0.99%

EUR 20,000 EDF 287,705.33 269,600.00 2.97%

EUR 120,000 ENEL 493,157.95 467,040.00 5.15%

EUR 60,000 GR WASTE IT 66,799.70 43,500.00 0.48%

EUR 10,000 RWE 112,501.98 117,100.00 1.29%

1,254,203.78 1,199,730.00 13.23%

Real Estate Companies

EUR 130,000 PRELIOS RAGGRUPPATE 40,851.01 36,790.00 0.41%

40,851.01 36,790.00 0.41%

Textile

EUR 45,000 GEOX 167,457.29 183,690.00 2.03%

167,457.29 183,690.00 2.03%

Total - Equities 8,410,673.51 7,935,529.54 87.48%



Investment Funds

Investment Funds

EUR 4,000 EI STURDZA ST EUR VL I EUR CAP 720,680.00 741,880.00 8.18%

720,680.00 741,880.00 8.18%

Total - Investment Funds 720,680.00 741,880.00 8.18%

Other Transferable Securities

Equities


EUR 350,000 BANCO ESPIRITO SANTO SA /REG 350,196.18 0.00 0.00%

350,196.18 0.00 0.00%

MainTower SICAV


20



(in EUR)

Currency Quantity

/ Nominal


value

% of net

assets

Public Services

EUR 6,000 INNOVATEC AZI VINC 11,249.24 7,056.00 0.08%

11,249.24 7,056.00 0.08%

Total - Equities 361,445.42 7,056.00 0.08%

Rights


EUR 30,000 RIGHTS UBI 15-12.01.16 0.00 0.00 0.00%

0.00 0.00 0.00%

Total - Rights 0.00 0.00 0.00%

Total - Other Transferable Securities 361,445.42 7,056.00 0.08%



Total Net Assets 9,070,914.86 100.00%

MainTower SICAV


21



(in EUR)




Italy 62.40%

France 12.22%

Ireland 8.18%

Netherlands 6.32%

Luxembourg 5.48%

Germany 2.28%

TOTAL 96.88%

MainTower SICAV

22




Banks and Financial Institutions 32.10%


Investment Funds 8.18%

Insurance 7.54%

News Transmission 6.47%

Mines, Heavy Industries 5.48%

Petrol 5.32%

Automobile Industry 4.25%

Electronic Semiconductor 3.23%

Electronics and Electrical Equipment 2.59%

Textile 2.03%

Pharmaceuticals and Cosmetics 1.49%

States, Provinces, and Municipalities 1.14%

Other Services 0.67%

Graphic Art, Publishing 0.64%

Construction, Building Material 0.58%

Internet Software 0.50%


Mechanics, Machinery 0.42%

Real Estate Companies 0.41%

Agriculture and Fishing 0.09%

TOTAL 96.88%

MainTower SICAV

23

Wisdom


(in EUR)

Currency Quantity

/ Nominal


value

% of net

assets


Bonds

States, Provinces, and Municipalities

EUR 250,000 ITALY 0% 15-14.01.16 BOT 249,591.25 249,982.89 12.11%

EUR 300,000 ITALY 0% 15-14.09.16 BOT 299,941.21 299,954.85 14.53%

EUR 300,000 ITALY 0% 15-14.11.16 BOT 299,958.00 299,960.13 14.53%

EUR 200,000 ITALY 0% 15-27.02.17 /CTZ 199,574.00 200,064.00 9.70%

EUR 50,000 ITALY 0% 15-29.04.16 BOT 50,015.00 50,010.68 2.42%

EUR 230,000 ITALY 0% 15-30.08.17 /CTZ 229,342.20 230,073.60 11.15%

1,328,421.66 1,330,046.15 64.44%

Total - Bonds 1,328,421.66 1,330,046.15 64.44%





Total Net Assets 2,064,007.69 100.00%

MainTower SICAV


24

Wisdom



Italy 64.44%

TOTAL 64.44%

MainTower SICAV

25

Wisdom



States, Provinces, and Municipalities 64.44%

TOTAL 64.44%

MainTower SICAV

26

Ambrosia*


(in EUR)

Currency Quantity

/ Nominal


value

% of net

assets

Investment Funds

Investment Funds

EUR 206,783 ALKIMIS CU 09-31.12.50 EUR /CAP 1,250,000.00 1,300,460.02 14.94%

EUR 163,250 ALPI SOL PRUD QUOTA 97-50 ACC 1,250,000.00 1,248,208.41 14.34%

EUR 90 ATOMO GL FLEXIBLE -I- EUR /CAP 1,009,951.59 947,795.95 10.89%

EUR 280 BANOR NORTH AMERICA LSE I C 300,241.20 290,808.00 3.34%

EUR 2,552 BCM TOT RET BD -A1- EUR /CAP 250,124.02 244,057.60 2.80%

EUR 4,863 CS IN1 AR BD-IBH EUR CAP 499,999.98 484,098.41 5.56%

EUR 6,556 D INV I GL BDS -FC- EUR /CAP 749,610.96 745,023.84 8.56%

EUR 14,000 DBXT ES50 SH — SHS -1C- CAP 254,971.95 247,380.00 2.84%

EUR 3,700 EPSILON EM BDTR UNITS -I- /CAP 500,018.00 499,981.00 5.75%

EUR 5,215 EURIZON EASYF-AZ STR FLES-Z 800,535.30 810,202.40 9.31%

EUR 6,863 EURIZON OPP OBB FL -I- EUR /CAP 754,401.20 751,223.98 8.63%

7,619,854.20 7,569,239.61 86.96%

Total - Investment Funds 7,619,854.20 7,569,239.61 86.96%


Other Net Assets 1,134,720.51 13.04%

Total Net Assets 8,703,960.12 100.00%

MainTower SICAV


27


Ambrosia*



Luxembourg 54.88%

Italy 29.28%

Malta 2.80%

TOTAL 86.96%


MainTower SICAV

28

Ambrosia*



Investment Funds 86.96%

TOTAL 86.96%


MainTower SICAV

29

Amaranto Italian Market*


(in EUR)

Currency Quantity

/ Nominal


value

% of net

assets


Equities

Business Houses

EUR 125,200 MP7 ITALIA SPA 257,193.69 271,684.00 8.42%

257,193.69 271,684.00 8.42%

Graphic Art, Publishing

EUR 27,750 BLUE FINAN 55,665.00 55,500.00 1.72%

EUR 66,000 GIGLIO GROUP S.P.A. 125,400.00 151,668.00 4.70%

181,065.00 207,168.00 6.42%


EUR 8,000 PRIMA VERA S.P.A 79,587.82 77,040.00 2.39%

EUR 150,000 TE WIND S.A. 96,473.57 80,775.00 2.50%

176,061.39 157,815.00 4.89%

Insurance

EUR 45,750 ASSITECA S.P.A. 84,637.50 76,860.00 2.38%

84,637.50 76,860.00 2.38%

Miscellaneous

EUR 25,800 LEONE FILM GROUP SPA 77,227.13 68,886.00 2.13%

EUR 52,000 NOTORIOUS PICTURES SPA 150,272.42 107,432.00 3.33%

227,499.55 176,318.00 5.46%

Other Services

EUR 55,500 CALEIDO GROUP S.P.A. 159,174.00 122,655.00 3.80%

EUR 187,000 GAMBERO ROSSO S.P.A. 299,200.00 205,326.00 6.36%

EUR 118,800 MOBYT SPA 258,160.77 239,976.00 7.44%

716,534.77 567,957.00 17.60%

Public Services

EUR 9,870 ECOSUNTEK SPA 89,810.91 68,103.00 2.11%

EUR 40,500 ELETTRA INVESTIMENTI SPA 236,908.67 175,365.00 5.43%

EUR 150,000 ENERGY LAB SPA 247,214.63 262,350.00 8.13%

EUR 42,000 ENERTRONICA SPA 153,788.60 161,196.00 5.00%

EUR 52,000 PLT ENERGIA SPA 105,106.83 92,404.00 2.86%

832,829.64 759,418.00 23.53%

MainTower SICAV


30


Currency Quantity

/ Nominal


value

% of net

assets

Real Estate Companies

EUR 118,500 CDR ADVANCE CAP AZ. -A- 96,412.38 82,950.00 2.57%

96,412.38 82,950.00 2.57%

Various Capital Goods

EUR 89,000 CLABO SPA 200,914.81 114,810.00 3.56%

200,914.81 114,810.00 3.56%

Total - Equities 2,773,148.73 2,414,980.00 74.83%

Warrants

Public Services

EUR 35,000 ELETTRA 13.10.17 CW /ELIN 7,542.51 7,245.00 0.22%

7,542.51 7,245.00 0.22%

Total - Warrants 7,542.51 7,245.00 0.22%



Other Transferable Securities

Equities

Biotechnology

EUR 34,800 MICROSPORE SPA 76,505.15 0.00 0.00%

76,505.15 0.00 0.00%


EUR 9,000 H-FARM VENTURES S.P.A. 9,000.00 8,541.00 0.27%

9,000.00 8,541.00 0.27%

Other Services

EUR 61,500 DIGITOUCH SPA 143,822.11 144,402.00 4.47%

143,822.11 144,402.00 4.47%

Total - Equities 229,327.26 152,943.00 4.74%

Total - Other Transferable Securities 229,327.26 152,943.00 4.74%



Total Net Assets 3,227,360.74 100.00%

MainTower SICAV


31




(in EUR)




Italy 77.29%

Luxembourg 2.50%

TOTAL 79.79%

MainTower SICAV

32






Other Services 22.07%

Business Houses 8.42%

Graphic Art, Publishing 6.42%

Miscellaneous 5.46%


Various Capital Goods 3.56%

Real Estate Companies 2.57%

Insurance 2.38%

TOTAL 79.79%

MainTower SICAV

33


NOTES TO THE FINANCIAL STATEMENTSas at December 31, 2015

NOTE 1 - GENERAL INFORMATION

MAINTOWER SICAV (the "SICAV") was established on June 1, 2010 for an unlimited period, organized under the Law ofthe Grand Duchy of Luxembourg as an Investment Company with Variable Capital (« SICAV »). The Fund is registeredpursuant to part I of the law of December 17, 2010 on undertakings for collective investments (the "law"), as amended.

The SICAV is registered at the "Registre de Commerce et des Societes" with the District Court of Luxembourg under thenumber B 153.473.

The Articles are published in the "Memorial C, Recueil des Societes et Associations" (the "Memorial") of June 22, 2010 andhave been filed with the Chancery of the District Court of Luxembourg. Any interested person may inspect the Articles onthe Chancery of the District Court of Luxembourg website at www.rcsl.lu upon payment of the applicable charges.

Annual financial reports may be obtained at the registered office of the SICAV. The net asset values, the subscription pricesand the redemption prices along with any other notices to the shareholders are available at the Custodian Bank.

The following sub-funds of the SICAV are active as at December 31, 2015:. MainTower SICAV - Flexible Low Volatility ("Flexible Low Volatility"). MainTower SICAV - Flexible High Volatility ("Flexible High Volatility"). MainTower SICAV - Wisdom ("Wisdom"). MainTower SICAV - Ambrosia ("Ambrosia") (Launched on April 24, 2015). MainTower SICAV - Amaranto Italian Market ("Amaranto Italian Market") (Launched on April 2, 2015)

Each sub-fund offers three classes of Shares which will differ in the status of the investors:. Class A Retail, intended for direct distribution to retail investors. Class H Retail, intended for direct distribution to retail investors with a high level specific distribution partner. Class I Institutional, intended for institutional investors

The valuation currency used for the Net Asset Values calculation is EUR for all classes of Shares for each sub-fund and forthe consolidation of all sub-funds. The Net Asset Values are determined on each Business Day in Luxembourg.

During the year, the SICAV launched two new sub-funds:

The sub-fund MainTower SICAV – Ambrosia was launched on April 24, 2015.The sub-fund MainTower SICAV – Amaranto Italian Market was launched on April 2, 2015.

NOTE 2 - ACCOUNTING PRINCIPLES

The significant accounting policies used by the SICAV are as follows:

a) Valuation of investments

The Net Asset Value per Share of each Class in respect of each sub-fund shall be determined in the Reference Currency ofthat Class or sub-fund.

The value of any cash on hand or on deposit, bills and demand notes payable and accounts receivable, prepaid expenses,cash dividends and interest declared or accrued as aforesaid and not yet received is deemed to be the full amount thereof,unless in any case the same is unlikely to be paid or received in full, in which case the value thereof is arrived at aftermaking such discount as may be considered appropriate in such case to reflect the true value thereof. In accordance withthe pricing policy of the relevant Sub-Funds, the market prices applied in the case of bond Sub-Funds are the bid price.

The value of any security or other asset which is quoted or dealt in on a stock exchange will be based on its last availableprice in Luxembourg on the stock exchange which is normally the principal market for such security.

MainTower SICAV

34

NOTE 2 - ACCOUNTING PRINCIPLES (continued)

The value of any security or other asset dealt in on any other regulated market that operates regularly, is recognized and isopen to the public (a "Regulated Market’’) will be based on its last available price in Luxembourg.

In the event that any assets are not listed nor dealt in on any stock exchange or on any other Regulated Market, or if, withrespect to assets listed or dealt in on any stock exchange or on any other Regulated Market as aforesaid, the price asdetermined pursuant to the above sub-paragraph is not, in the opinion of the Board of Directors, representative of the fairmarket value of the relevant assets, the value of such assets will be based on the reasonably foreseeable sales pricedetermined prudently and in good faith.

Units or shares of undertakings for collective investment will be valued at their last determined and available net asset valueor, if such price is not, in the opinion of the Board of Directors, representative of the fair market value of such assets, thenthe price shall be determined by the Board of Directors on a fair and equitable basis.

The liquidating value of futures, spot, forward or options contracts not traded on stock exchanges nor on other RegulatedMarkets shall mean their net liquidating value determined, pursuant to the policies established by the Board of Directors, ona basis consistently applied for each different variety of contracts. The liquidating value of futures, spot, forward or optionscontracts traded on stock exchanges or on other Regulated Markets shall be based upon the last available settlementprices of these contracts on stock exchanges and Regulated Markets on which the particular futures, spot, forward oroptions contracts are traded by the Fund; provided that if a futures, spot, forward or options contract could not be liquidatedon the day with respect to which net assets are being determined, the basis for determining the liquidating value of suchcontract shall be such value as the Board of Directors may deem fair and reasonable. Swaps will be valued at their marketvalue.

The value of money market instruments not traded on any stock exchange nor on any other Regulated Market and with aremaining maturity of less than 12 months and of more than 90 days is deemed to be the nominal value thereof, increasedby any interest accrued thereon. Money market instruments with a remaining maturity of 90 days or less will be valued bythe amortized cost method, which approximates market value.

b) Valuation of forward exchange contracts

The unrealised gain or loss of outstanding forward exchange contracts is valued on the basis of the forward exchange ratesprevailing at valuation date.

c) Net realised profit or loss on sale of investments

The net realised profit or loss on sale of investments is determined on the basis of the average cost of investments sold.

d) Conversion of foreign currencies

All assets expressed in currencies other than the concerned sub-fund’s currency are converted into the sub-fund’s currencyat the exchange rate prevailing on closing date in Luxembourg.

e) Acquisition cost of investments

The cost of investments expressed in currencies other than EUR are converted into EUR at the exchange rate prevailing onpurchase date.

f) Formation expenses

Formation costs and expenses shall be charged to the SICAV and amortized over a 5 year period.

Expenses incurred in connection with the creation of any additional sub-fund are borne by the relevant sub-fund and will bewritten off over a period of five years.

MainTower SICAV

35

NOTES TO THE FINANCIAL STATEMENTS (continued)as at December 31, 2015

NOTE 2 - ACCOUNTING PRINCIPLES (continued)

g) Unrealised profit or loss

In accordance with current practices, unrealised profits or losses at the end of the Financial Year are accounted for in thefinancial statements.

h) Income, expenses and accruals

Interest income is accrued on a day-to-day basis and dividends are accrued on an ex-dividend basis. Interest and dividendincome are stated net of irrecoverable withholding taxes, if any.

When the SICAV incurs any expenses, which relate to a particular sub-fund or to any action taken in connection with aparticular sub-fund, such expense shall be allocated to the relevant sub-fund.

Expenses of the SICAV, which cannot be considered as being attributable to a particular sub-fund, shall be allocated to allthe sub-funds pro rata to the net asset value of each sub-fund.

i) Purchases and sales of investments

The details of purchases and sales of investments of the period covered by this report can be obtained free of charge at theregistered office of the SICAV.

NOTE 3 - TAXES AND EXPENSES PAYABLE

Flexible Low

Volatility

Flexible High

Volatility

Wisdom Ambrosia* Amaranto Italian

Market**

Audit Fees 5,635.35 8,588.06 2,064.10 4,103.96 22.25 EUR

Domiciliary fees 212.35 380.77 212.35 367.92 212.35 EUR

Subscription tax (note 6) 381.12 1,149.65 177.34 490.90 38.85 EUR

Administration and Custody fees 5,906.44 5,955.17 5,874.57 5,955.32 5,889.19 EUR

Transfer Agent fees 2,984.64 4,449.34 981.39 618.45 618.45 EUR

Other fees 6,661.88 9,894.06 2,991.15 7,125.06 3,857.26 EUR

Total 21,781.78 30,417.05 12,300.90 18,661.61 10,638.35 EUR


NOTE 4 - SUBSCRIPTION FEE AND REDEMPTION FEE

The subscription price corresponds to the Net Asset Value per Share of the relevant Class of each sub-fund on the relevantValuation Day which may be increased by a sales fee of a maximum of 3% of the applicable Net Asset Value per Share andwhich shall revert to the sales agents.

The redemption price corresponds to the Net Asset Value per Share of the relevant Class of each sub-fund on the relevantValuation Day which may be reduced by a redemption fee of a maximum of 3% of the applicable Net Asset Value per Shareand which shall revert to the sales agents.

MainTower SICAV

36


NOTE 5 - MANAGEMENT COMMISSION, ADVISORY FEES AND PERFORMANCE FEES

A Management Fee is payable to the Management Company by the sub-funds in remuneration for its services.

Management fees

The Management Fee is calculated monthly based on the Net Asset Value of the sub-funds at the following annual rates asfollows:

Name of the Sub-Fund Management Fee

Annual Rate

MainTower Sicav - Flexible High Volatility A 1.90%

MainTower Sicav - Flexible High Volatility H 1.80%

MainTower Sicav - Flexible High Volatility I 1.20%

MainTower Sicav - Flexible Low Volatility A 1.10%

MainTower Sicav - Flexible Low Volatility H 1.20%

MainTower Sicav - Flexible Low Volatility I 0.90%

MainTower Sicav - Wisdom A 1.50%

MainTower Sicav - Wisdom I 1.00%

MainTower Sicav - Ambrosia A 0.50%

MainTower Sicav - Ambrosia I 0.40%

MainTower Sicav - Amaranto Italian Market A 2.20%

MainTower Sicav - Amaranto Italian Market I 1.20%

In addition, the Management Company is entitled to receive, on the assets of each Class within each sub-fund, a quarterlyperformance fee at the rate of 20% per annum for Class A and I, and 25% per annum for Class H, of the increase of the NetAsset Value of the sub-fund (the "NAV") before the calculation of the performance fee, compared to the reference NAV. Thereference NAV is the highest NAV on which a performance fee has been paid. Under the high water mark principle, thisreference NAV will be maintained, as the case may be, until an outperformance of the NAV is recorded.

The amount of the performance fee will be accrued at each Net Asset Value calculation, based on the outstanding Shareson the day the Net Asset Value is calculated. The amount of the provision is paid to the Management Company at the end ofeach quarter.

The Management Company will remunerate the Investment Manager and other Service Providers out of the ManagementFee and the Performance Fee received.

An investment advisory fee is payable to the Investment Adviser by the SICAV, at the charge of each sub-fund, inremuneration for its services. Such fee is different for each class of Shares, payable quarterly in arrears and calculated onthe average net assets of the sub-fund in the respective class of Shares for the relevant quarter as follows:

Advisory Fees

Share Class Flexible Low Volatility

(until April 3, 2015)



Wisdom


Class A Shares 0.50% 0.60% 0.60%

Class I Shares 0.50% 0.60% 0.60%

Class H Shares 0.50% 0.60% 0.60%

MainTower SICAV

37


NOTE 5 - MANAGEMENT COMMISSION, ADVISORY FEES AND PERFORMANCE FEES (continued)

Share Class Flexible Low

Volatility (from

April 4, 2015)

Flexible High

Volatility (from

April 4, 2015)

Wisdom (from

April 4, 2015)

Ambrosia* (from

April 4, 2015)

Amaranto Italian

Market** (from

April 4, 2015)

Class A Shares 0.30% 0.40% 0.40% 0.20% 0.20%

Class I Shares 0.30% 0.40% 0.40% 0.20% 0.20%

Class H Shares 0.30% 0.40% 0.40% Not launched Not launched


NOTE 6 - SUBSCRIPTION TAX

The sub-fund is liable to a tax of 0.05% per annum of its Net Asset Value (taxe d’abonnement), such tax being payablequarterly on the basis of the value of the aggregate net assets of the sub-fund at the end of the relevant calendar quarter.However, this tax is reduced to 0.01% per annum for the net assets attributable to Class I.

The value of the assets represented by units/shares held in other Luxembourg UCIs shall be exempt from the subscriptiontax, provided that such assets have already been subject to the subscription tax.

NOTE 7 - OVERALL RISK DETERMINATION

Each sub-fund shall ensure that its global exposure relating to financial derivative instruments does not exceed the total netvalue of its portfolio. Global exposure is a measure designed to limit the leverage generated by each sub-fund through theuse of financial derivative instruments. In order to calculate global exposure, each sub-fund will use the commitmentapproach, thereby aggregating the market value of the equivalent position of underlying assets.

The investments within each sub-fund are subject to market fluctuations and to the risks inherent in all investments;accordingly, no assurance can be given that the investment objective of each sub-fund will be achieved.

MainTower SICAV

38


NOTE 8 - TRANSACTIONS COSTS

For the year ended December 31, 2015, the following sub-funds of the SICAV incurred transaction costs relating topurchase or sale of transferable securities, money market instruments, derivatives or other eligible assets as follows:

EUR

Flexible Low Volatility 385.87

Flexible High Volatility 83,221.90

Wisdom 0.37

Ambrosia* 665.82

Amaranto Italian Market** 1,556.07

These transaction costs are composed of brokerage costs and are included in the cost of securities.

For Bonds, transaction costs are included in the spread.

The transaction amounts included under the heading "Bank charges and correspondent fees" in the "statement ofoperations and changes in net assets" are composed of the below transaction fees and are not included in the table above.These transaction costs are paid to the Investment Manager of the SICAV.

EUR

Flexible Low Volatility 28,629.75

Flexible High Volatility 136,999.93

Wisdom 5,478.48

Ambrosia* 4,036.53

Amaranto Italian Market** 8,286.02


MainTower SICAV

39


NOTE 9 - FUTURES CONTRACTS

As at December 31, 2015, the following financial futures contracts were held by the Fund:

MainTower SICAV - Wisdom

Type Number ofcontracts

Denomination Maturity Date Currency Commitment inEUR

Unrealised(loss)

(in EUR)

Long 5 DAX-INDEX March 18, 2016 EUR 1,346,500.00 (1,025.00)

(1,025.00)

The Counterparty for futures contracts is JP Morgan.

The unrealised loss is recorded in the statement of net assets of the Sub-Fund.

NOTE 10 - OTHER CHARGES

For the year ended December 31, 2015, the amounts included under "Other charges" are as follows:

Flexible Low

Volatility

Flexible High

Volatility

Wisdom Ambrosia* Amaranto Italian

Market**

CONSOB Fees (2,370.63) - - - -

C.S.S.F Fee (2,495.70) (2,914.02) (590.28) - -

Stock Exch.Maintenance Fee (119.54) (3,611.53) (744.62) (740.17) (2,154.06)

Reporting Fee - KIID (7,683.23) (11,394.20) (2,767.29) (5,485.62) (2,157.31)

Registration Fees - (92.59) - - -

Distribution Fees (2,169.83) (2,825.09) (1,300.45) (794.62) (324.59)

Set Up Expenses (1,895.42) (1,895.42) - - -

Marketing Expenses (note 12) (32,126.97) (41,394.60) (22,674.68) (3,966.92) (6,348.92)

Printing Fees (1,402.00) (1,402.00) (1,402.00) (846.30) (932.10)

Out-of-Pocket Expenses (2,321.24) (2,330.83) (2,288.37) (1,425.92) (1,477.75)

Travelling Expenses (2,981.05) (3,876.03) (918.57) (1,185.85) (388.50)

Directors Fees (5,043.12) (5,978.13) (2,130.62) - -

Total (60,608.73) (77,714.44) (34,816.88) (14,445.40) (13,783.23)


NOTE 11 - ADMINISTRATION, CUSTODIAN AND TRANFER AGENT FEES

For the year ended December 31, 2015, the administration and tranfer agent fees amounted to EUR 315,102.09.

They are also composed of Investment Compliance fees paid to the Management Company of the SICAV and arecalculated as follows:

- EUR 10,000 per sub-fund per annum- plus 0.05% on each transaction until April 7, 2015- plus EUR 4 per contract for the derivatives until April 7, 2015

MainTower SICAV

40


NOTE 11 - ADMINISTRATION, CUSTODIAN AND TRANFER AGENT FEES (continued)

For the year ended December 31, 2015, the following Investment Compliance fees were paid:

- Flexible Low Volatility: EUR 15,126.25- Flexible High Volatility: EUR 12,899.06- Wisdom: EUR 11,279.71- Ambrosia*: EUR 7,253.57- Amaranto Italian Market**: EUR 7,886.79


NOTE 12 - TRANSACTION WITH RELATED PARTIES

During the year 2015, the marketing expenses as disclosed in the note 10 ‘‘Other charges’’ have been charged by theInvestment Advisor of the SICAV, Zeus Capital S.A. for a total amount of EUR 106,512.09.

For the Sub-Fund MainTower SICAV - Ambrosia launched on April 24, 2015, the formation expenses disclosed in thestatement of net assets include the fees charged by the Investment Advisor of the SICAV, Zeus Capital S.A. for an amountof EUR 40,000 and the fees charged by the Management Company, Lemanik Asset Management S.A. for legal services foran amount of EUR 5,000.

For the Sub-Fund MainTower SICAV - Amaranto Italian Market launched on April 2, 2015, the formation expensesdisclosed in the statement of net assets include the fees charged by the Investment Advisor of the SICAV,Zeus Capital S.A. for an amount of EUR 40,000 and the fees charged by the Management Company, Lemanik AssetManagement S.A. for legal services for an amount of EUR 5,000.

For the Sub-Fund MainTower SICAV - Wisdom launched on February 10, 2014, the formation expenses disclosed in thestatement of net assets include the fees charged by the Investment Advisor of the SICAV, Zeus Capital S.A. for an amountof EUR 20,000 and the fees charged by Gastone Holding srl (which is a related party transaction as one director of the fundis also director of this company) for consultancy services for an amount of EUR 40,000.

The formation expenses disclosed above are amortized over a 5 year period since the launch of each sub-fund.

NOTE 13 - SUBSQUENT EVENTS

Mr Fausto Bianchi has resigned from his mandate as Director of the SICAV as from January 7, 2016.

MainTower SICAV

41


maintower sicav...dec 31, 2015 · mr michele di tuccio (as from april 30, 2015) member zeus...

Documents