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<strong>BNP</strong> PARIBAS FLEXI IV<br />

Fonds commun de placement or “FCP”<br />

Specialised <strong>Investment</strong> Fund or ”SIF”<br />

under Luxembourg law<br />

______<br />

Offering Document<br />

JUNE 2011


INFORMATION REQUESTS<br />

<strong>BNP</strong> PARIBAS INVESTMENT PARTNERS LUXEMBOURG<br />

33, rue de Gasperich<br />

L - 5826 Howald-Hesperange<br />

NOTICE<br />

This Offering Document does not constitute an offer or solicitation to subscribe for units (“Units”) in <strong>BNP</strong> <strong>Paribas</strong> Flexi IV (the “Fund”) by anyone in<br />

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<br />

anyone to whom it is unlawful to make such offer or solicitation.<br />

The Units of the Fund have not been registered in accordance with any legal or regulatory provisions in the United States of America or Canada.<br />

Consequently, this document may not be introduced, transmitted or distributed in these countries, or their territories or possessions, or sent to their<br />

residents, nationals, or any other companies, associations or entities incorporated in or governed by the laws of these countries. Furthermore, the<br />

Fund’s Units may not be offered or sold to such persons. The Management Company will take immediate steps to redeem any Units acquired or<br />

held by such persons.<br />

Fund Units may be acquired on the basis of this Offering Document and the latest annual report.<br />

Information which is not contained in this Offering Document, or in the documents mentioned herein which are available for inspection by the public,<br />

shall be deemed unauthorised and cannot be relied upon.<br />

Potential Investors should read this Offering Document with care and inform themselves as to the possible tax consequences, the legal<br />

requirements and any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of<br />

their citizenship, residence or domicile and which might be relevant to the subscription, holding, conversion, redemption or disposal of Units.<br />

Potential investors who are in doubt about the contents of this Offering Document should consult their bank, broker, solicitor, accountant or other<br />

independent financial adviser.<br />

This Offering Document may be translated into other languages. To the extent that there is any inconsistency between the English language<br />

Offering Document and a version in another language, the English language Offering Document shall prevail, unless stipulated otherwise by the<br />

laws of any jurisdiction in which the Units are sold.<br />

The distribution of this Offering Document and the offering of Units of its compartments is restricted to persons qualifying as well informed investors<br />

(“Well-Informed Investors” or “Investors”) as defined in article 2 of the Luxembourg law of 13 February 2007 on specialised investment funds as<br />

such law may be amended from time to time ( the “Law of 2007”).<br />

Within the meaning of the Law of 2007, Well-Informed Investors shall be an institutional investor, a professional investor or any other investor who<br />

meets the following conditions:<br />

a) he has confirmed in writing that he adheres to the status of well informed investor, and<br />

b) (i) he invests a minimum of 125,000 EURO in the specialized investment fund, or<br />

(ii) he has been the subject of an assessment made by a credit institution within the meaning of the Directive 2006/48/EC, by an<br />

investment firm within the meaning of Directive 2004/39/EC or by a management company within the meaning of Directive 2001/107/EC<br />

certifying his expertise, his experience and his knowledge in adequately apprising an investment in the specialized investment fund.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 2/38


CONTENTS<br />

GENERAL INFORMATION 4<br />

PART I OF THE OFFERING DOCUMENT<br />

GENERAL PROVISIONS 6<br />

MANAGEMENT AND ADMINISTRATION 7<br />

INVESTMENT POLICY, OBJECTIVES, RESTRICTIONS AND TECHNIQUES 8<br />

THE UNITS 9<br />

TAX PROVISIONS 12<br />

INFORMATION FOR UNITHOLDERS 13<br />

APPENDIX 1 - INVESTMENT RESTRICTIONS 14<br />

APPENDIX 2 - TECHINQUES AND FINANCIAL INSTRUMENTS 15<br />

APPENDIX 3 - INVESTMENT RISKS 17<br />

APPENDIX 4 – CO-MANAGEMENT 18<br />

APPENDIX 5 – CONVERSION FORMULA 19<br />

APPENDIX 6 - SUSPENSION OF THE CALCULATION OF THE NET ASSET VALUE AND<br />

THE ISSUE, CONVERSION AND REDEMPTION OF UNITS 20<br />

APPENDIX 7 - COMPOSITION OF ASSETS AND VALUATION RULES 21<br />

APPENDIX 8 - LIQUIDATION AND MERGING OF THE <strong>FUND</strong> AND ITS COMPARTMENTS 23<br />

PART II OF THE OFFERING DOCUMENT<br />

<strong>BNP</strong> PARIBAS FLEXI IV Bond Medium term RMB 25<br />

<strong>BNP</strong> PARIBAS FLEXI IV Emerging High yield Currencies Fund 27<br />

<strong>BNP</strong> PARIBAS FLEXI IV Bond Medium Term INR 29<br />

<strong>BNP</strong> PARIBAS FLEXI IV Bond China<br />

<strong>BNP</strong> PARIBAS FLEXI IV Planetary China – HFT<br />

31<br />

An individual fact sheet is available for each of these compartments. The fact sheet summarises each compartment’s investment policy and<br />

objective, the features of the units, their currency of expression, valuation day, methods of subscription, redemption and/or conversion,<br />

commissions, and, if applicable, the history and other specific characteristics of the compartment concerned. Investors are reminded that, unless<br />

otherwise stated in the summary fact sheets below, the general regulations stipulated in Part I of the Offering Document will apply to each<br />

compartment.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 3/38


GENERAL INFORMATION<br />

MANAGEMENT COMPANY<br />

<strong>BNP</strong> PARIBAS INVESTMENT PARTNERS LUXEMBOURG<br />

33, rue de Gasperich<br />

L- 5826 HOWALD-HESPERANGE<br />

THE BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY<br />

Chairman<br />

Mr. Marc RAYNAUD, Head of Global Funds Solutions, <strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong>, Paris<br />

Members<br />

Mr Marnix ARICKX, Head of Fund Engineering, <strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong>, Brussels<br />

Mr Stéphane BRUNET, Managing Director, <strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong> Luxembourg,<br />

Mr Pieter CROOCKEWIT, Head of Europe, <strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong> BE Holding, Brussels<br />

Mr Anthony FINAN, Head of Marketing and Communication, <strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong>, Paris,<br />

Mr Eric MARTIN, Chairman of the Management Board of BGL <strong>BNP</strong> <strong>Paribas</strong> Luxembourg<br />

Mr Christian VOLLE, Director, <strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong>, Luxembourg<br />

CUSTODIAN BANK<br />

<strong>BNP</strong> <strong>Paribas</strong> Securities Services, Luxembourg branch<br />

33, rue de Gasperich<br />

L – 5826 Howald-Hesperange<br />

CENTRAL ADMINISTRATION, GLOBAL DISTRIBUTOR, REGISTRAR AND TRANSFER AGENT<br />

<strong>BNP</strong> PARIBAS INVESTMENT PARTNERS LUXEMBOURG<br />

33, rue de Gasperich<br />

L-5826 HOWALD-HESPERANGE<br />

The duty of the calculation of net asset values, transfer agent and registrar will be delegated to:<br />

<strong>BNP</strong> <strong>Paribas</strong> Securities Services, Luxembourg branch<br />

33, rue de Gasperich<br />

L-5826 Howald-Hesperange<br />

INVESTMENT MANAGERS<br />

<br />

<strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong> Asia Limited<br />

30/F Three Exchange Square, 8 Connaught Place, Central Hong-Kong<br />

A Hong-Kong company, formed on 29 October 1991 under the name of ABN AMRO ASSET MANAGEMENT (ASIA) Ltd. A subsidiary of <strong>BNP</strong>P<br />

IP BE Holding.<br />

<strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong> Asia Limited has delegated, with effect July 1, 2011, the function to:<br />

HFT <strong>Investment</strong> Management (HK) Limited<br />

30/F Three Exchange Square, 8 Connaught Place, Central, Hong-Kong<br />

The company is a licensed corporation under the Hong Kong Securities and Futures Ordinance (“SFO”), incorporated and domiciled in Hong-<br />

Kong on 14 April 2010 under Hong Kong law.<br />

In particular, HFT <strong>Investment</strong> Management (HK) Limited is acting as investment manager for the subfunds Bond Medium Term RMB and<br />

Planetary China HFT.<br />

<br />

Fisher Francis Trees & Watts Singapore Limited<br />

20 Collyer Quay Tung Center #01-01, Singapore 049319<br />

A Singapore company, formed on 26 June 1997, under the name of ABN AMRO ASSET MANAGEMENT (SINGAPORE) Ltd. A subsidiary of <strong>BNP</strong>P IP<br />

BE Holding<br />

AUDITOR OF THE <strong>FUND</strong><br />

PRICEWATERHOUSECOOPERS S.à r.l.<br />

400, Route d’Esch<br />

B.P. 1443<br />

L – 1014 Luxembourg<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 4/38


FINANCIAL SERVICE AGENTS<br />

In Luxembourg<br />

- CACEIS Bank Luxembourg (principal paying agent)<br />

- <strong>BNP</strong> <strong>Paribas</strong> Securities Services, Luxembourg Branch (paying agent)<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 5/38


<strong>BNP</strong> PARIBAS FLEXI IV<br />

Part I of the Offering Document<br />

GENERAL PROVISIONS<br />

<strong>BNP</strong> PARIBAS FLEXI IV, hereinafter referred to as the “Fund”, is an open-ended investment fund without legal personality in the form of a collective<br />

investment fund organized as an umbrella fund (fonds commun de placement – fonds d’investissement specialisé abbreviated to FCP-FIS) pursuant<br />

to the Law of 2007.<br />

The Fund was established on 27 April 2007 for an indefinite period.<br />

The Fund will be managed by the Management Company in accordance with the Management Regulations and in the exclusive interest of the<br />

Unitholders. The Management Company shall act in its own name on the collective behalf of the Unitholders.<br />

The Management Regulations of the Fund signed initially on 27 April 2007 were deposited at the Registry of Commerce in Luxembourg and were<br />

published in the “Mémorial” on 28 June 2007 through a notice advising of the deposit. The current version of the Management Regulations was<br />

signed on first November 2010. The Management Regulations are available for inspection at the Registry of Commerce in Luxembourg. They may<br />

be changed by the Management Company with the approval of the Custodian Bank. All changes will be published in the Mémorial and in<br />

newspapers as determined by the Management Company. The new Management Regulations come into force five days after the publication in the<br />

Mémorial, Recueil des Sociétés et Associations of Luxembourg (the “Mémorial”) of a notice of the deposit of the amendments with the Luxembourg<br />

Register of Commerce and Companies, unless otherwise provided for in the relevant document amending the Management Regulations.<br />

The Management Regulations shall govern the relations between the Management Company, the Custodian Bank and the Unitholders, as<br />

described in this Offering Document. The subscription or purchase of Units shall imply acceptance of the Management Regulations by the<br />

Unitholder.<br />

The Management Regulations give the Management Company the authority to establish different compartments for the Fund as well as different<br />

Unit classes and/or sub-classes with specific characteristics within these compartments. This Offering Document will be updated each time a new<br />

compartment or an additional Unit class is issued.<br />

The Fund’s assets shall be separated from the Management Company’s assets. The Fund has no legal personality as an investment fund and<br />

Investors shall have equal undivided co-ownership rights to all of the Fund’s assets in proportion to the number of Units held by them and the<br />

relative net asset value of those Units. These rights shall be represented by the Units issued by the Management Company.<br />

The compartments of the Fund each represent a portfolio containing different assets and liabilities, and each compartment is considered a separate<br />

entity in relation to the Unitholders and third parties.<br />

The Management Regulations do not provide for a general meeting of the Unitholders.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 6/38


MANAGEMENT AND ADMINISTRATION<br />

Management Company<br />

<strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong> Luxembourg (hereinafter the “Management Company”) is a public limited company (“société anonyme”)<br />

established under Luxembourg law 19 February 1988. Its latest updated Articles of Association were amended on 30 th June 2010. Its share capital<br />

is EUR 3 millions fully paid up.<br />

It has its registered office at 33 rue de Gasperich, L – 5826 Howald-Hesperange.<br />

The Management Company is registered at the Luxembourg Registry of Commerce under n° B 27605.<br />

<strong>BNP</strong> <strong>Paribas</strong> <strong>Investment</strong> <strong>Partners</strong> Luxembourg manages the following mutual investment funds:<br />

<strong>BNP</strong> <strong>Paribas</strong> Global Bond Fund, <strong>BNP</strong> <strong>Paribas</strong> High Quality Euro Bond Fund, <strong>BNP</strong> <strong>Paribas</strong> Islamic Fund, EasyETF, EasyETF iTraxx® Europe Main,<br />

EasyETF FTSE EPRA Europe, EasyETF FTSE EPRA Eurozone, EasyETF iTraxx® Europe HiVol, EasyETF iTraxx® Crossover, EasyETF S&P<br />

GSCI Light Energy Dynamic TR, EasyETF S&P GSNE, EasyETF S&P GSAL, EasyETF S&P GSCI Capped Commodity 35/20, EasyETF<br />

S&P GSCI Ultra-Light Energy, EasyETF NMX30 Infrastructure Global, EasyETF NMX Infrastructure Europe, Euro Floor, <strong>BNP</strong> <strong>Paribas</strong><br />

COMFORT, <strong>BNP</strong> PARIBAS FLEXI IV, <strong>BNP</strong> <strong>Paribas</strong> Private Real Estate Fund of Funds et <strong>BNP</strong> <strong>Paribas</strong> QUAM <strong>FUND</strong>.<br />

The Management Company shall be supervised by an auditor. At the date of this Offering Document, this function is undertaken by<br />

PRICEWATERHOUSECOOPERS S.à.r.l., Luxembourg.<br />

Central administration and portfolio management<br />

The Management Company performs administration and portfolio management on behalf of the Fund.<br />

Under its responsibility and at its own expense, the Management Company is authorised to delegate some or all of these tasks to third parties of its<br />

choosing.<br />

It has used this authority to delegate:<br />

net asset value calculation task to <strong>BNP</strong> <strong>Paribas</strong> Securities Services, Luxembourg Branch as from December 3, 2010.<br />

transfer agent and registrar tasks to <strong>BNP</strong> <strong>Paribas</strong> Securities Services, Luxembourg Branch as from February 1 2011.<br />

the management of the Fund’s holdings and respect for its investment policy and restrictions, to the managers listed above in “General<br />

Information”. A list of the managers and investments advisors effectively in charge of management and details of the portfolios managed are<br />

appended to the Fund’s annual report. Investors may request an up-to-date list of managers specifying the portfolios managed by each.<br />

In executing securities transactions and in selecting any broker, dealer or other counterpart, the Management Company and any <strong>Investment</strong><br />

Managers will use due diligence in seeking the best overall terms available. For any transaction, this will involve consideration of all factors deemed<br />

relevant, such as market breadth, security price and the financial condition and execution capability of the counterpart. An investment manager may<br />

select counterparts within the <strong>BNP</strong> <strong>Paribas</strong> Group so long as they appear to offer the best overall terms available.<br />

In addition, the Management Company may decide to appoint Distributors/Nominees to assist in the distribution of the Fund’s units in the countries<br />

where they are marketed.<br />

Distribution and Nominee contracts will be concluded between the Management Company and the various Distributors/Nominees.<br />

In accordance with the Distribution and Nominee Contract, the Nominee will be recorded in the register of unitholders in place of the end<br />

unitholders.<br />

The terms and conditions of the Distribution and Nominee contract will specify, among other things, that unitholders that have invested in the Fund<br />

through a Nominee can at any time request the transfer to their own name of the units subscribed via the Nominee. In this case, the unitholders will<br />

be recorded in the register of unitholders in their own name as soon as the transfer instruction is received from the Nominee.<br />

Investors may subscribe to the Fund directly without necessarily subscribing via a Distributor/Nominee.<br />

Custodian bank<br />

Custody and supervision of the Fund’s assets are entrusted to a custodian bank, which fulfils the obligations and duties prescribed by the Law of<br />

2007. The Custodian may, in accordance with usual banking practices and provisions of the Law of 2007 entrust other banks or financial institutions<br />

with the custody of all or part of these assets.<br />

Auditor of the Fund<br />

All the Fund’s accounts and transactions are subject to an annual audit by PricewaterhouseCoopers S.à R.L.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 7/38


INVESTMENT POLICY, OBJECTIVES, RESTRICTIONS AND TECHNIQUES<br />

The Fund’s general objective is to provide its Investors with the highest possible value for the capital invested at the same time as offering them a<br />

broad spread of risks. To this end, the Fund will principally invest its assets in a range of securities, money market instruments, units or shares in<br />

undertakings for collective investment, credit institution deposits, derivatives, denominated in various currencies and issued in different countries<br />

and other assets permitted by the Law of 2007.<br />

Since the Fund may invest in Units of undertakings for collective investment, the Investor is exposed to the risk of dual fees (such as the<br />

management fees for the undertakings for collective investment in which the Fund invests).<br />

The Fund’s investment policy is determined by the Management Company in light of current political, economic, financial and monetary<br />

circumstances. The policy will vary for different compartments, within the limits of, and in accordance with, the specific features and objective of<br />

each as stipulated in Part II of the Offering Document.<br />

The investment policy will be conducted with strict adherence to the principle of diversification and spread of risks. To this end, without prejudice to<br />

anything that may be specified for one or more individual compartments, the Fund will be subject to a series of investment restrictions as stipulated<br />

for each compartment in Part II. In this respect, the attention of investors is drawn to the investment risks described for each compartment in Part II.<br />

The assets of the Fund are subject to normal market risks and no assurance can be given that the objectives set out above will be achieved.<br />

Furthermore, the Fund is authorised to utilise techniques and instruments on transferable securities and money market instruments under the<br />

conditions and limits defined for each compartment in Part II of the Offering Document, provided that these techniques and instruments are<br />

employed for the purposes of efficient portfolio management. When these operations involve the use of derivatives, these conditions and limits must<br />

comply with the provisions of the law and regulation. Under no circumstances can these operations cause the Fund and its compartments to deviate<br />

from the investment objectives described in this Offering Document.<br />

Unless otherwise specified in each subfund’s investment policy, no guaranty can be given on the realisation of the investment objectives of the<br />

subfunds and past performance is not an indicator of future performances.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 8/38


THE UNITS<br />

FORM(S), CLASS(ES) AND SUB-CLASS(ES)<br />

The Management Company may set up as many compartments as it deems necessary in accordance with the criteria and procedures to be<br />

determined by the Management Company. Within each compartment, the Management Company will be able to create classes and/or sub-classes<br />

of Units (the following “classes” and “sub-classes”):<br />

“Institutions” or “I”<br />

These units are reserved for Well-Informed Investors.<br />

It is subject to a reduced taxe d’abonnement. The special conditions applicable to this class are summarised for each compartment in Part II of the<br />

Offering Document.<br />

Unless otherwise specified in Part II of the Offering Document, these units may, at the Investor’s choice, feature capitalisation (“Institutions-<br />

Capitalisation”) or distribution (“Institutions-Distribution”) of income. They will be in registered form.<br />

The Management Company will not issue Units to persons or companies who may not be considered as Well-Informed Investors for the purpose of<br />

the Law of 2007; furthermore the Management Company will not give effect to any transfer of Units which would result in a non Well-Informed<br />

Investor becoming a Unitholder in the Fund.<br />

Units in this class held by non-eligible persons will be redeemed by the Management Company.<br />

Before subscribing, the Investor should check in Part II of the Offering Document which classes and sub-classes are available for each<br />

compartment. If it transpires that the Units of a class or sub-class are held by other than authorised persons, the Management Company will redeem<br />

them.<br />

Without prejudice to the specific features of one or more compartments, capitalisation and distribution units are mainly distinguished in that<br />

capitalisation units retain their income in order to reinvest it. The Management Company will be responsible for determining the methods of payment<br />

for the approved dividends. Dividends and interim dividends, even if outside the legally prescribed time-bar period, will be paid by the Fund at<br />

whatever date they are presented for payment. Lastly, the Management Company may, if it considers it appropriate, decide to distribute interim<br />

dividends and make interim dividend payments.<br />

The register of unitholders is kept in Luxembourg by the registrar indicated above in the “General information” section. Unless otherwise specified,<br />

unitholders requiring their units to be held in registered form will not receive a certificate representing their units. Instead, they will be sent<br />

confirmation of their entry in the register.<br />

Fractions of units may be issued for registered units up to one thousand of a unit. The units of each compartment and/or each class and/or subclass<br />

have an equal right to the liquidation proceeds of the compartment and/or each class and/or sub-class concerned.<br />

Capitalisation units retain their income to reinvest it.<br />

In case of distribution units, the Management Company, for each compartment concerned, decides each year to pay a dividend, which is calculated<br />

according to the legal and bylaws limitations provided for this purpose. In any case, the Fund distributes to the distribution units income collected,<br />

after deducting the remuneration, commissions and expenses proportionately related to it.<br />

If it deems it advisable, the Management Company may decide to distribute advances on dividends.<br />

The Management Company determines the payment methods for the dividends and advances on dividends that are decided on. The Management<br />

Company may, if it considers it appropriate, decide to distribute interim dividends and make interim dividend payments.<br />

Dividends and advances on dividends, even when legally required, shall be paid by the Fund regardless of the date of presentation for payment.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 9/38


SUBSCRIPTION, CONVERSION AND REDEMPTION OF UNITS<br />

Preliminary information<br />

Subscriptions, conversions and redemptions of Units are made without reference to their net asset value (NAV).<br />

At its discretion, the Management Company reserves the right to:<br />

(a) refuse a Unit subscription/conversion request in whole or in part;<br />

(b) redeem, at any time, Units held by persons who are not authorised to buy or hold the Fund’s Units;<br />

(c) reject subscription, conversion or redemption requests from any investor who it suspects of using practices associated with market timing, and,<br />

where applicable, take the necessary measures to protect the Fund’s other investors. Market timing is understood to mean the technique of<br />

arbitrage whereby an investor systematically subscribes and redeems or converts units or shares in a single UCIs within a short space of time<br />

by taking advantage of time differences and/or imperfections or deficiencies in the system of determining the NAV of the UCIs. Furthermore,<br />

the Management Company does not permit Late Trading which is to be understood as the acceptance of a subscription, conversion or<br />

redemption requests after 16:00 CET on the bank business day immediately preceding the relevant valuation day and the execution of such<br />

request at the price based on the net asset value applicable to such same date. These techniques are not authorised by the Management<br />

Company.<br />

For each compartment, the Management Company is authorised to set minimum amounts for subscription, conversion, redemption and holding. If a<br />

redemption request causes the number or total net asset value of the Units that a Unitholder owns in a Unit category / sub-category to fall below<br />

such minimum number or value set by its Board of Directors, the Management Company may compel said Unitholder to redeem all of his Units in<br />

said Unit category / sub-category.<br />

Lastly, in certain cases stipulated in Appendix 5, the Management Company is authorised to temporarily suspend the issue, conversion and<br />

redemption of Units in any compartment, class and/or sub-class, and the calculation of their net asset value.<br />

In connection with anti-money laundering procedures, the subscription form must be accompanied by the subscriber identity card or<br />

passport, for an individual, certified by a qualified authority (for example embassy, notary, police commissioner) or by a financial<br />

institution subject to an obligation for identification equivalent to Luxembourg standards or the Articles of Association and an extract<br />

from the trade and companies register for a legal entity, in the following cases:<br />

1. direct subscription to the Fund;<br />

2. subscription through a professional financial sector intermediary resident in a country that is not subject to an obligation for<br />

identification equivalent to Luxembourg standards as regards preventing the use of the financial system for the purposes of money<br />

laundering;<br />

3. subscription through a subsidiary or branch office, the parent company of which would be subject to an obligation for identification<br />

equivalent to that required under Luxembourg law, if the law applicable to the parent company does not oblige it to ensure that its<br />

subsidiaries or branch offices adhere to these provisions.<br />

The Management Company is also bound to identify the source of funds if they come from financial institutions that are not subject to an<br />

obligation for identification equivalent to those required under Luxembourg law. Subscriptions may be temporarily frozen pending<br />

identification of the source of the funds.<br />

It is generally accepted that finance sector professionals resident in countries that have signed up to the conclusions of the FATF<br />

(Financial Action Task Force) on money laundering are deemed to have an obligation for identification equivalent to that required under<br />

Luxembourg law.<br />

Subscriptions<br />

All the terms and conditions for subscriptions during the launch of a compartment, class and/or sub-class (“Initial subscription period”) are described<br />

in Part II of the Offering Document. At the end of the initial subscription period, the Units will be issued at a price corresponding to the net asset<br />

value per Unit plus the issue commission described in Part II of the Offering Document.<br />

For an order to be executed at the asset value on a given Valuation Day, it must be received by the Fund before the time and date specified in the<br />

detailed conditions for each compartment in Part II of the Offering Document. Orders received after this deadline will be processed at the net asset<br />

value on the next valuation day after the Valuation Day in question.<br />

Unless otherwise specified for a particular compartment, the subscription price of each Unit is payable in the valuation currency of the Units<br />

concerned within the time period defined in Part II of the Offering Document, plus the subscription commission described for each compartment in<br />

Part II of the Offering Document, where applicable.<br />

The Management Company reserves the right to postpone subscription requests if it is not certain that the appropriate payment will reach the<br />

custodian bank within the required payment time. The Units will not be assigned until the subscription request has been received accompanied by<br />

the payment or a document irrevocably guaranteeing that the payment will be made before the deadline. If payment by cheque is not guaranteed,<br />

the Units will be assigned after receipt of confirmation of payment. If payment is made in a currency other than the valuation currency for the Units<br />

subscribed, the exchange costs will be borne by the subscriber.<br />

The Management Company may accept the issue of Units in exchange for the contribution in kind of transferable securities, in accordance with the<br />

conditions defined by Luxembourg law, in particular with respect to the obligation for the submission of a valuation report by the auditor of the Fund<br />

mentioned under “General information” above, and provided that these transferable securities meet the Fund’s investment policy and restrictions for<br />

the compartment concerned as described in Part II of the Offering Document. The Management Company cannot be held responsible for the<br />

delayed processing of incomplete orders.<br />

Conversions<br />

Without prejudice to the specific provisions of a compartment and/or class and/or sub-class, Investors may request the conversion of some or all of<br />

their Units into Units of another compartment and/or class and/or sub-class. The number of newly issued Units and the costs arising from the<br />

transaction are calculated in accordance with the formula described in Appendix 3.<br />

For a conversion order to be executed at the asset value on a given valuation day, it must be received by the Fund before the time and date<br />

specified for each compartment in Part II of the Offering Document. Orders received after this deadline will be processed at the asset value on the<br />

next valuation day after the valuation day in question.<br />

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Redemptions<br />

Subject to the exceptions and limitations prescribed in the Offering Document, all Investors are entitled, at any time, to have their Units redeemed by<br />

the Fund. The Units redeemed by the Fund will be cancelled. For a redemption order to be executed at the asset value on a given valuation day, it<br />

must be received by the Fund before the time and date specified in the conditions for each compartment in Part II of the Offering Document. Orders<br />

received after this deadline will be processed at the asset value on the next valuation day after the valuation day in question.<br />

Unless otherwise specified for a particular compartment, the redemption amount for each Unit will be reimbursed in the valuation currency of the<br />

Units concerned and within the timeframe specified in Part II of the Offering Document, less the redemption commission described for each<br />

compartment in Part II of the Offering Document, where applicable. At the Unitholder’s request, the payment may be made in a currency other than<br />

the currency of expression of the redeemed Units, in which case the exchange costs will be borne by the Unitholder and charged against the<br />

redemption price. The redemption price of Units may be higher or lower than the price paid at the time of subscription (or conversion), depending on<br />

whether the net asset value has appreciated or depreciated in the interval.<br />

The Management Company is entitled to meet payment of the redemption price for each consenting Unitholder, by the allocation in kind of<br />

transferable securities from the compartment concerned, provided that the remaining Unitholders are not prejudiced and that a valuation report is<br />

produced by the Fund’s auditors. The type and kind of assets that may be transferred in such cases will be determined by the manager, taking into<br />

account the investment policy and restrictions of the compartment concerned. The costs of such transfers will be borne by the applicant.<br />

CALCULATION OF THE NET ASSET VALUE PER UNIT<br />

Each net asset value calculation will be made as follows under the responsibility of the Management Company:<br />

1. The net asset value per Unit of each compartment, class and/or sub-class will be calculated, unless otherwise stated in Part II of the<br />

Offering Document, on each full bank business day in Luxembourg, provided that the financial markets corresponding to a significant<br />

proportion (approximately 50%) of the compartment’s assets were open at least one day after the date that served as the basis for<br />

calculating the previous NAV.<br />

It will be calculated in the currency specified in Part II of the Offering Document for each compartment.<br />

2. The net asset value per Unit will be calculated with reference to the total net assets of the corresponding compartment, class and/or subclass.<br />

The total net assets of each compartment, class and/or sub-class will be calculated by adding all the asset items held by each<br />

(including the entitlements or percentages held in certain internal sub-portfolios as more fully described in point 4, below) from which any<br />

related debts and commitments will be subtracted, all in accordance with the description in point 4, paragraph 4, below.<br />

3. The net asset value per Unit of each compartment, class and/or sub-class will be calculated by dividing its respective total net assets by<br />

the number of Units in issue.<br />

4. Internally, in order to ensure the overall financial and administrative management of the set of assets belonging to one or more<br />

compartments, classes and/or sub-classes of shares, the Management Company may create as many internal sub-portfolios as there are<br />

sets of assets to be managed (the “internal sub-portfolios”).<br />

Accordingly, one or more compartments, classes and/or sub-classes of Units that have entirely or partially the same investment policy<br />

may combine the assets acquired by each of them in order to implement this investment policy in a sub-portfolio created for this purpose.<br />

The portion held by each compartment, class and/or sub-class of shares within each of these internal sub-portfolios may be expressed<br />

either in terms of percentages or in terms of entitlements, as specified in the following two paragraphs. The creation of an internal subportfolio<br />

will have the sole objective of facilitating the Fund’s financial and administrative management.<br />

The holding percentages will be established solely on the basis of the contribution ratio of the assets of a given internal sub-portfolio.<br />

These holding percentages will be recalculated on each valuation day to take account of any redemptions, issues, conversions,<br />

distributions or any other events generally of any kind affecting any of the compartments, classes and/or sub-classes of Units concerned<br />

that would increase or decrease their participation in the internal sub-portfolio concerned.<br />

The entitlements issued by a given internal sub-portfolio will be valued as regularly and according to identical methods mutatis mutandis<br />

as those mentioned in points 1, 2 and 3, above. The total number of entitlements issued will vary according to the distributions,<br />

redemptions, issues, conversions, or any other events generally of any kind affecting any of the compartments, classes and/or subclasses<br />

of Units concerned that would increase or decrease their participation in the internal sub-portfolio concerned.<br />

5. Whatever the number of classes and/or sub-classes created within a particular compartment, the total net assets of the compartment will<br />

be calculated at the intervals defined by Luxembourg law, the Management Regulations and/or the Offering Document. The total net<br />

assets of each compartment will be calculated by adding together the total net assets of each class and/or sub-class created within the<br />

compartment.<br />

6. Without prejudice to the information in point 4, above, concerning entitlements and holding percentages, and without prejudice to the<br />

particular rules that may be defined for one or more particular compartments, the net assets of the various compartments will be valued in<br />

accordance with the rules stipulated in Appendix 6.<br />

7. Swing pricing:<br />

In certain market conditions, taking account of the volume of purchase and sale transactions in a given compartment, class or<br />

sub-class and the size of these transactions, the Management Company may consider that it is in the interests of Unitholders to<br />

calculate the NAV per Unit based on the purchase and sale prices of the assets and/or by applying an estimate of the difference<br />

between the buy and sell price applicable on the markets on which the assets are traded. The Management Company may<br />

further adjust the NAV for transaction fees and sales commissions, provided these fees and commissions do not exceed 1% of<br />

the NAV of the compartment, class or sub-class at that time.<br />

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TAX PROVISIONS<br />

TAXATION OF THE <strong>FUND</strong><br />

At the date of the Offering Document, the Fund was not liable to any Luxembourg income tax or capital gains tax.<br />

However, the Fund is liable to an annual taxe d’abonnement in Luxembourg representing 0.01% of the net asset value.<br />

The value of assets represented by units in other undertakings for collective investment is exempt from this taxe d’abonnement, provided that these<br />

units have already been subject to the taxe d’abonnement.<br />

When due, the taxe d’abonnement is payable quarterly based on the relevant net assets and calculated at the end of the quarter for which it is<br />

applicable.<br />

The Fund benefits from certain exemptions of the taxe d’abonnement as more fully described in article 68 of the Law of 2007.<br />

TAXATION OF THE <strong>FUND</strong>’S INVESTMENTS<br />

Some of the Fund’s portfolio income, especially income in dividends and interest, as well as certain capital gains, may be subject to tax at various<br />

rates and of different types in the countries in which they are generated. This income and capital gains may also be subject to withholding tax.<br />

TAXATION OF UNITHOLDERS<br />

a) Residents of the Grand Duchy of Luxembourg<br />

At the date of the Offering Document, Unitholders resident in the Grand-Duchy of Luxembourg are not subject to any withholding tax on dividends<br />

received. However, such dividends must be reported on a tax return.<br />

Capital gains realised from the sale of Units are not subject to withholding tax if the Units are held for six months or longer, except in the case of<br />

resident Unitholders holding more than 10% of the units of a compartment.<br />

b) Residents of another Member State of the European Union, including the French overseas departments, the Azores, Madeira, the Canary<br />

Islands, the Åland Islands and Gibraltar<br />

Any individual who receives dividends from the Fund or the proceeds from the sale of Units in the Fund through a paying agent based in a State<br />

other than the one in which he resides is advised to seek information on the legal and regulatory provisions applicable to him.<br />

Most countries covered by Directive 2003/48 of the Council of the European Union (EU) dated 3 June 2003 on the taxation of savings income in the<br />

form of interest payments (hereinafter referred to as “Directive 2003/48”) will report to the tax authorities in the state of residence of the beneficial<br />

owner of the income the amounts of income from debt claims included in the amount distributed by the Fund (if the compartment invests more than<br />

15% of its assets in debt claims as defined by Article 6 of Directive 2003/48) or included in the capital gain from the sale, refund or redemption of<br />

units in the Fund (if the compartment invests more than 40% of its assets in debt claims as defined by Article 6 of Directive 2003/48).<br />

In lieu of such reporting, Luxembourg as well as certain other countries including Austria, Belgium and Switzerland will generally apply a withholding<br />

tax on the interest and other income related to interest paid to a beneficial owner resident in another Member State.This withholding tax will be 15%<br />

from 1 st July 2005 until 30 June 2008, 20% from 1 st July 2008 to 30 June 2011 and 35% from 1 st July 2011. Such withholding will be taken into<br />

consideration for tax purposes by the tax authority of the state of residence of the individual, in accordance with applicable tax law. The beneficial<br />

owner may instruct the paying agent to submit to the information-exchange system or to use a tax certificate as an alternative to the withholding tax.<br />

c) Residents in third countries<br />

In principle, no withholding tax is levied on interest paid to residents of third countries or territories.<br />

However, withholding tax is levied, in accordance with Directive 2003/48, on interest and related income paid out to beneficial owners resident in<br />

Aruba, the Netherlands Antilles, Guernsey, Jersey, the Isle of Man, the British Virgin Islands and Montserrat.<br />

The foregoing provisions are based on the Law and on the practices currently in force, and are subject to change. Unitholders are<br />

advised to seek information in their country of origin, place of residence or domicile on the possible tax consequences associated with<br />

their investment. The attention of Investors is also drawn to certain tax provisions specific to individual countries in which the Fund<br />

publicly markets its shares.<br />

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INFORMATION FOR UNITHOLDERS<br />

PUBLICATION OF NET ASSET VALUES AND DIVIDENDS<br />

The Fund is not required to publish the net asset value on a regular basis according to the Law of 2007.<br />

The latest net asset value per Unit of each compartment, together with subscription and redemption prices are available on any bank business day<br />

in Luxembourg (the “Business Day”) at the registered office of the Management Company.<br />

FINANCIAL YEAR<br />

The Fund’s financial year starts on 1st January and ends on 31 December.<br />

FINANCIAL REPORTS<br />

The Fund publishes an annual report on the last day of its fiscal year which is certified by the auditors.<br />

The financial reports of each sub fund are published in the reference currency of the sub fund although the consolidated accounts of the Fund are<br />

expressed in euro.<br />

The annual report is made public within six months after the end of the fiscal year.<br />

.<br />

DOCUMENTS FOR CONSULTATION<br />

The Management Regulations, Offering Document and financial reports may be consulted at the Fund’s registered office and at the establishments<br />

responsible for the Fund’s financial service. Copies of the Management Regulations and the annual and interim reports are available on request.<br />

Information on changes to the Fund will be published in a Luxembourg newspaper and any other journal deemed appropriate by the Management<br />

Company in countries in which the Fund publicly markets its shares.<br />

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Appendix 1<br />

<strong>Investment</strong> restrictions<br />

1. A subfund may not invest more than 30% of its assets in assets of same kind issued by the same issuer (*).<br />

This restriction is not applicable to:<br />

- <strong>Investment</strong>s in assets issued or guaranteed by member States of the OECD or its local authorities or by public international bodies with<br />

EU, regional or worldwide scope;<br />

- <strong>Investment</strong>s in UCI which are subject to risk diversification requirements comparable to those applicable to UCI which are subject to the<br />

Law.<br />

For the present restriction, each subfund of a target UCI with multiple subfunds is to be considered as a distinct target UCI on the<br />

condition that the principle of segregation of the commitments of the different subfunds towards third parties is ensured.<br />

2. Short sales may, in principle, not result in a subfund a short position on transferable securities which represent more than 30% of the assets of<br />

same kind issued by the same issuer.<br />

3. The Company does not allow borrowings exceeding 100% of the total net assets of the subfund and that are contracted in any other subfunds<br />

(*).<br />

(*) These restrictions are subject to exception in accordance with the specific features and objective of each subfund as stipulated in Part<br />

II of the present offering document.<br />

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Appendix 2<br />

Techniques and Financial Instruments<br />

Without prejudice to the stipulations for one or more particular subfunds, the Company is authorised for each subfund, according to the<br />

methods described below, to use derivative financial instruments.<br />

I. GUIDELINES TO FOLLOW WHEN USING DERIVATIVE FINANCIAL INSTRUMENTS<br />

1. Financial Derivatives guidelines.<br />

Each subfund may, under its investment policy may not invest more than 30% of its assets in derivatives financial instruments<br />

whose underlying are issued by the same issuer.<br />

2. Counterparty Risk:<br />

The counterparty risk exposure in an OTC derivative transaction may not exceed 30% of its assets if the counterparty is a first<br />

class rated counterparty and 10% of its assets in other cases.<br />

3. Collateral<br />

Recognition of collateral to reduce the total risk linked to the use of derivative financial instruments is permitted<br />

4. Leverage<br />

Leverage generates an opportunity for higher return and therefore more important income, but at the same time, increases the<br />

volatility of the value of the assets of the sub fund hence a risk to lose capital. Leverage limitation may be defined on a case by<br />

case for each sub-fund.<br />

5. Risk measurement systems adapted to the risk profile of a sub fund<br />

Each sub fund may use risk measurement system that is adapted to its particular risk profile in order to ensure that it accurately<br />

measures all material risks related to the sub fund.<br />

A VaR (Value at Risk) approach may be applied on a regular basis. In this approach, the maximum potential loss that the portfolio<br />

and the derivatives in a sub fund could generate within a certain time horizon and a certain degree of confidence is estimated.<br />

Stress tests can be applied by the sub fund in order to help to manage risks related to possible abnormal market movements.<br />

Stress tests measure how extreme financial or economic events affect the value of the portfolio at a specific point in time.<br />

II.<br />

OTHER TECHNIQUES<br />

1. SECURITIES LENDING<br />

The Company may engage in loan transactions on securities provided that the following rules are respected:<br />

1.1. Rules designed to ensure the successful conclusion of loan transactions<br />

The Company may only loan securities in the context of a standardised loan system structured by a recognised clearing<br />

organisation or by a leading financial institution specialising in this type of transaction. For loan transactions, the Company must in<br />

principle receive a guarantee, the value of which at the time that the loan contract is concluded is at least equal to the overall value<br />

of the securities loaned.<br />

This guarantee must be given in the form of liquidities and/or securities issued or guaranteed by a member state of the OECD or its<br />

national public authorities, or by international institutions and organisations with a community, regional or global remit, frozen in the<br />

name of the Company until the expiration of the loan. Other forms of guarantee are also authorised provided that the Board of<br />

Directors is satisfied with the protection.<br />

2. REPURCHASE AGREEMENTS<br />

Each sub fund may, on an ancillary basis, engage in repurchase agreements, which consist of purchases and sales of securities<br />

with clauses that reserve the seller’s right to buy the securities sold back from the purchaser at a price and time stipulated between<br />

the two parties at the time the contract is concluded. Each sub fund may engage in repurchase agreements either as a purchaser<br />

or seller. However, the sub fund’s involvement in such agreements is subject to the following rules: (a) each sub fund may only buy<br />

or sell securities with repurchase options if the counterparties in these agreements are leading financial institutions specialising in<br />

this type of transaction; and (b) throughout the life of a repurchase agreement, a sub fund cannot sell the securities underlying the<br />

agreement before the counterparty’s repurchase option has been exercised or the repurchase term has expired. In addition, each<br />

sub fund must ensure that it maintains the scale of repurchase agreements at a level at which it is possible at any given time to<br />

meet its repurchase obligations.<br />

3. TEMPORARY ACQUISITION OF SECURITIES<br />

Each subfund may:<br />

(I) Borrow securities (via a repurchase agreement) for a given period and accepting physical delivery;<br />

Sell these securities;<br />

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Repurchase them afterwards;<br />

In order to then return the borrowed securities to the original lender;<br />

Provided such transaction do not represent more than 20% of its net assets and be only made with first-rank financial<br />

institutions.<br />

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Appendix 3<br />

<strong>Investment</strong> Risks<br />

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------<br />

Potential investors are asked to read the prospectus carefully in its entirety before making an investment. Any investments may also be<br />

affected by changes relating to rules governing exchange rate controls, taxation and deductions at source, as well as those relating to<br />

economic and monetary policies.<br />

Investors are also warned that subfund performance may not be in line with stated aims and that the capital they invest (after<br />

subscription commissions have been deducted) may not be returned to them in full.<br />

Subfunds are exposed to various risks that differ according to their investment policies. The main risks that subfunds are likely to be<br />

exposed to are listed below..<br />

Some subfunds may be particularly sensitive to one or several specific risks which are increasing their risk profiles compared to<br />

subfunds sensitive only to generic risk; in such case those risks are mentioned specifically in the part II of the prospectus.<br />

Credit Risk<br />

This risk is present in each subfund having debt securities in its investment universe.<br />

This is the risk that may derive from the rating downgrade or the default of a bond issuer to which the subfunds are exposed, which may<br />

therefore cause the value of the investments to go down. Such risks relate to the ability of an issuer to honour its debts.<br />

Downgrades of an issue or issuer rating may lead to a drop in the value of bonds in which the subfund has invested.<br />

Some strategies utilised may be based on bonds issued by issuers with a high credit risk (junk bonds).<br />

Subfunds investing in high-yield bonds present a higher than average risk due to the greater fluctuation of their currency or the quality of<br />

the issuer.<br />

Liquidity Risk<br />

This risk may potentially concern all financial instruments and so at one moment impact one or several subfunds.<br />

There is a risk that investments made by the subfunds may become illiquid due to an over-restricted market (often reflected by a very<br />

broad bid-ask spread or by substantial price movements), if their “rating” declines or if the economic situation deteriorates;<br />

consequently, it may not be possible to sell or buy these investments quickly enough to prevent or minimize a loss in these subfunds.<br />

Counterparty Risk<br />

This risk relates to the quality or the default of the counterparty with which the management company negotiates, in particular involving<br />

payment for/delivery of financial instruments and the signing of agreements involving forward financial instruments. This risk is<br />

associated with the ability of the counterparty to fulfil its commitments (for example: payment, delivery and reimbursement).<br />

Operational & Custody Risk:<br />

Some markets are less regulated than most of the international markets; hence, the services related to custody and liquidation for the<br />

funds on such markets could be more risky.<br />

Derivatives Risk<br />

In order to hedge (hedging derivative investments strategy) and/or to leverage the yield of the compartment (trading derivative<br />

investment strategy), the subfund is allowed to use derivative investments’ techniques and instruments under the circumstances set<br />

forth in Appendices 1 and 2 of the prospectus (in particular, warrants on securities, agreements regarding the exchange of securities,<br />

rates, currencies, inflation, volatility and other financial derivative instruments, contracts for difference [CFDs], credit default swaps<br />

[CDSs], futures and options on securities, rates or futures).<br />

The investor's attention is drawn to the fact that these derivatives include leveraging. Because of this, the volatility of these subfunds is<br />

increased.<br />

Risk Linked to Equity Markets<br />

This risk is present in each subfund having equities in its investment universe.<br />

The risks associated with investments in equity (and similar instruments) include significant fluctuations in prices, negative information<br />

about the issuer or market and the subordination of a company’s shares to its bonds. Moreover, these fluctuations are often amplified in<br />

the short term.<br />

The risk that one or more companies suffer a downturn or fail to grow can have a negative impact on the performance of the overall<br />

portfolio at a given time. There is no guarantee that investors will see an appreciation in value. The value of investments and the income<br />

they generate may go down as well as up and it is possible that investors will not recover their initial investment.<br />

There is no guarantee that the investment objective will actually be achieved.<br />

Some subfunds may invest in initial public offerings ("IPOs"). In this case, there is a risk that the price of the newly floated share may<br />

see greater volatility as a result of factors such as the absence of an existing public market, non-seasonal transactions, the limited<br />

number of securities that can be traded and a lack of information about the issuer. A subfund may hold such securities for only a very<br />

short time, which tends to increase the costs.<br />

Subfunds investing in growth stocks may be more volatile than the market in general and may react differently to economic, political and<br />

market developments and to specific information about the issuer. Growth stocks traditionally show higher volatility than other stocks,<br />

especially over short periods. These stocks may also be more expensive in relation to their profits than the market in general.<br />

Consequently, growth stocks may react with more volatility to variations in profit growth.<br />

Some subfunds may base their objective on simple equity market growth, which produces higher than average volatility.<br />

Managers may temporarily adopt a more defensive attitude if they consider that the equity market or economy of the countries in which<br />

the subfund invests is experiencing excessive volatility, a persistent general decline, or other unfavourable conditions. In such<br />

circumstances, the subfund may be unable to pursue its investment objective.<br />

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Interest Rate Risk<br />

This risk is present in each subfund having debt securities in its investment universe.<br />

The value of an investment may be affected by interest rate fluctuations. Interest rates may be influenced by several elements or<br />

events, such as monetary policy, the discount rate, inflation, etc.<br />

The investor's attention is drawn to the fact that an increase in interest rates results in a decrease in the value of investments in bonds<br />

and debt instruments.<br />

Currency Exchange Risk<br />

This risk is present in each subfund having positions denominated in currencies that differ from its reference currency.<br />

A subfund may hold assets denominated in currencies that differ from its reference currency, and may be affected by exchange rate<br />

fluctuations between the reference currency and the other currencies and by changes in exchange rate controls. If the currency in which<br />

a security is denominated appreciates in relation to the reference currency of the subfund, the exchange value of the security in the<br />

reference currency will appreciate; conversely, a depreciation of the denomination currency will lead to a depreciation in the exchange<br />

value of the security.<br />

When the manager is willing to hedge the currency exchange risk of a transaction, there is no guarantee that such operation will be<br />

completely effective.<br />

Inflation Risk<br />

All types of investments are concerned by this risk.<br />

Over time, yields of short-term investments may not keep pace with inflation, leading to a reduction in an investment’s purchasing<br />

power.<br />

Taxation Risk<br />

This is a generic risk.<br />

The value of an investment may be affected by the application of tax laws in various countries, including withholding tax, or changes in<br />

government or economic or monetary policy in the countries concerned. As such, no guarantee can be given that the financial<br />

objectives will actually be achieved.<br />

Commodity Market Risk<br />

This risk is present in each subfund having commodities (indirectly invested) in its investment universe.<br />

Commodity markets may experience significant, sudden price variations that have a direct effect on the valuation of shares and<br />

securities that equate to the shares in which a subfund may invest and/or indices that a subfund may be exposed to.<br />

Moreover, the underlying assets may evolve in a markedly different way from traditional securities markets (share markets, bond<br />

markets etc.)<br />

Emerging Market and Small-Cap Risk<br />

Subfunds investing in emerging markets, small caps or specialised or restricted sectors are likely to be subject to a higher than average<br />

volatility due to a high degree of concentration, greater uncertainty because less information is available, there is less liquidity, or due to<br />

greater sensitivity to changes in market conditions (social, political and economic conditions). In addition, some emerging markets offer<br />

less security than the majority of international developed markets. For this reason, services for portfolio transactions, liquidation and<br />

conservation on behalf of funds invested in emerging markets may carry greater risk. The Company and investors agree to bear these<br />

risks.<br />

With regards to the Russian market, investments there are made with the Russian Trading System Stock Exchange (or “RTS Stock<br />

Exchange"), which brings together a large number of Russian issuers and allows for almost total coverage of the Russian equity<br />

universe. By investing with the RTS Stock Exchange, investors can take advantage of the liquidity of the Russian market without having<br />

to deal in the local currency, as all issuers can be directly traded in USD.<br />

Smaller companies may find themselves unable to generate new funds to support their growth and development, they may lack vision in<br />

management, or they may develop products for new, uncertain markets.<br />

Some of these markets are not currently regarded as regulated markets; direct investment in such markets (with the exception of ADRs<br />

and GDRs), added to investments in unlisted shares, is limited to 10% of net assets.<br />

Warrant Risk<br />

The investor’s attention is drawn to the fact that warrants are complex, volatile, high-risk instruments: the risk of a total loss of the<br />

invested capital is great. In addition, one of the principal characteristics of warrants is the “leverage effect”, which is seen in the fact that<br />

a change in the value of the underlying asset can have a disproportionate effect on the value of the warrant. Finally, there is no<br />

guarantee that, in the event of an illiquid market, it will be possible to sell the warrant on a secondary market.<br />

Risks Related to <strong>Investment</strong>s in China<br />

<strong>Investment</strong>s in China involve risks linked to restrictions imposed on foreign investors and counterparties, higher market volatility and the<br />

risk of lack of liquidity for some lines of the portfolio. Consequently, some shares may not be available to the subfund due to the number<br />

of foreign shareholders authorised or if the total investments permitted for foreign shareholders have been reached. In addition, the<br />

repatriation by foreign investors of their share of net profits, capital and dividends may be restricted or require the approval of the<br />

government. The Company will only invest if it considers that the restrictions are acceptable. However, no guarantee can be given that<br />

additional restrictions will not be imposed in future.<br />

Risks due to short selling on transferable securities<br />

A sub funds can short sell transferable securities: selling a security that isn't owned by the seller, but that is promised to be delivered<br />

(decrease in share price anticipation).<br />

Short selling can be motivated by 2 strategies: hedging to protect long positions with offsetting short positions; Trading to profit from an<br />

overpriced stock or market.<br />

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By short selling, the investor faces high risks for potentially high returns for the following reasons. Short selling is a very risky technique<br />

as it involves precise timing and goes contrary to the historical overall direction of the market; shorting transferable securities is more<br />

risky since it involves using borrowed money; finally if price goes up, his losses could mount without limit; If a large number of short<br />

sellers try to cover their positions in a stock, it can drive up the price even faster (short squeeze).<br />

Risks due to leverage loans<br />

The risks pertaining to leveraged loans are found in the case of an early redemption, where in effect, there exists a risk of capital loss on<br />

loans purchased above par value, to which is added the risk of reinvestment of capital received at the time of redemption (in other<br />

words, alternative investments could turn out to be less profitable). The holder of the interest is exposed to the borrower’s and the<br />

issuing institution’s credit risk; the holder is not contractually bound to the borrower and does not generally have any right to compel the<br />

borrower to respect the terms and conditions of the loan.<br />

The iTraxx LevX series of indices is intended to allow investors to invest more efficiently in the markets. By providing insurance against<br />

non-payment risk for corporate loans, it allows managers to cover the exposure of their portfolios to leveraged loans without<br />

compromising client relations. This series of indices is, in short, a means of coverage against the systemic risk tied to the leveraged loan<br />

asset class.<br />

* The investment risks specific to each subfund are set out in Part II of the prospectus<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 19/38


Appendix 4<br />

Co-Management<br />

In order to reduce operating and administrative expenses while enabling a greater diversification of investments, the Management<br />

Company may decide that some or all of the Fund’s assets be co-managed with assets belonging to other Luxembourg undertakings for<br />

collective investment or that some or all of the assets of compartments be co-managed together. In the following paragraphs, the term<br />

“co-managed entities” refers either overall to the Fund and all the other entities with which and between which a co-management<br />

arrangement exists, or to the co-managed subfunds. The term “co-managed assets” refers to all the assets belonging to these comanaged<br />

entities that are co-managed by virtue of this co-management arrangement.<br />

Under co-management, the manager makes investment, disinvestment, or portfolio adjustment decisions for the co-managed entities as<br />

a whole that will affect the Fund’s portfolio composition or the composition of the portfolios of its co-managed compartments. Of the total<br />

co-managed assets, each co-managed entity owns a Unit of the co-managed assets corresponding to the proportion of its net assets in<br />

relation to the total value of the co-managed assets. This proportional holding will be applied to each line of the portfolio held or acquired<br />

under co-management. In the case of investment and/or disinvestment decisions, these proportions will not be affected and the<br />

additional investments will be allocated in the same proportions as the co-managed entities, and assets sold will be deducted<br />

proportionally from the co-managed assets held by each co-managed entity.<br />

In the case of new subscriptions to one of the co-managed entities, the proceeds from subscriptions will be allocated to the co-managed<br />

entities according to the amended proportions resulting from the increase of the net assets of the co-managed entity that received the<br />

subscriptions, and all the lines of the portfolio will be adjusted by transferring the assets from one co-managed entity to another to adapt<br />

to the amended proportions. Similarly, in the event of redemptions of shares in one of the co-managed entities, the necessary liquidities<br />

may be deducted from the liquidities held by the co-managed entities in the amended proportions resulting from the decrease in the net<br />

assets of the co-managed entity from which the redemptions were made, and, in this case, all the lines of the portfolio will be adjusted in<br />

the proportions thus amended. Investors should be aware that, without specific intervention by the Fund’s competent authorities, the comanagement<br />

technique can result in the composition of the assets of the Fund or of one or more of its co-managed compartments being<br />

influenced by events specific to other co-managed entities such as subscriptions and redemptions. Accordingly, all other things being<br />

equal, subscriptions made to one of the entities with which the Fund is co-managed or to one of the co-managed compartments will<br />

result in an increase in the Fund’s liquidities or those of the other co-managed compartment(s). Conversely, redemptions made from<br />

one of the entities with which the Fund is co-managed or from one of the co-managed compartments will result in a decrease in the<br />

liquidities of the Fund or of the other co-managed compartment(s). Subscriptions and redemptions may however be retained in the<br />

specific account held for each co-managed entity outside the co-management arrangement through which subscriptions and<br />

redemptions are always made. Assigning major subscriptions and redemptions to the specific account, and the option of the Fund’s<br />

Board of Directors to decide at any given time to discontinue the co-management arrangement, will enable the Fund’s portfolio<br />

adjustments or the portfolio adjustments of its compartments to be compensated if these adjustments are considered to be against the<br />

best interests of the Fund or its compartments and Investors. In the case when an adjustment to the composition of the Fund’s portfolio<br />

or to the portfolio of one or more of its co-managed compartments is necessitated by redemptions or payments of expenses attributable<br />

to another co-managed entity (i.e. not attributable to the Fund) risk resulting in a breach of the corresponding investment restrictions, the<br />

assets concerned will be excluded from the co-management arrangement before the adjustment is implemented in such a way that the<br />

portfolio movements are not affected.<br />

Co-managed assets will only be co-managed with assets designed to be invested according to an identical investment objective<br />

applicable to that of the co-managed assets in such a way as to ensure that the investment decisions are fully compatible with the<br />

investment policy of the Fund or its compartments. The co-managed assets will only be co-managed with assets for which the custodian<br />

bank also acts as custodian so as to ensure that the custodian bank can, with regard to the Fund or its compartments, fully exercise its<br />

functions and responsibilities in accordance with the provisions of the Law. The custodian bank will at all times ensure a rigorous<br />

segregation of the Fund’s assets in relation to the assets of the other co-managed entities or between the assets of co-managed<br />

compartments and as such will be able, at any given time, to determine the assets belonging to the Fund or co-managed compartments.<br />

Given that the co-managed entities may have investment policies that are not strictly identical to the Fund’s investment policy, it is<br />

possible that the joint policy applied will be more restrictive than that of the Fund or than that of one or more of the co-managed<br />

compartments.<br />

A joint management agreement has been and/or will be signed between the Management Company, the custodian bank/central<br />

administration agent and manager in order to define the rights and obligations of each party. The Board of Directors may, at any given<br />

time and without any prior notice, decide to discontinue the co-management arrangement.<br />

Investors may at any time contact the Management Company’s registered office for information on the percentage of assets comanaged<br />

and the entities with which such co-management is in force at the time of request. The periodic reports issued at the end of<br />

each annual period will provide information on the composition and percentage of co-managed assets.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 20/38


Appendix 5<br />

Conversion Formula<br />

The number of Units allocated to a new compartment, new class or new sub-class will be established according to the following formula:<br />

A = [(B x (C - (C x F)) x D) / E] + X<br />

where<br />

- "A" represents the number of Units to be allocated to the new compartment, new class or new sub-class;<br />

- "B" represents the number of Units to be converted from the original compartment, original class or original sub-class;<br />

- "C" represents the net asset value, on the applicable valuation day, of the Units to be converted from the original compartment,<br />

original class or original sub-class;<br />

- "D" represents the exchange rate applicable on the day of the transaction between the currencies of the Units to be converted;<br />

- "E" represents the net asset value, on the applicable valuation day, of the Units to be allocated to the new compartment, new<br />

class or new sub-class;<br />

- "F" represents the commission rate for conversions mentioned in the description of each compartment in Part I of the Offering<br />

Document;<br />

- "X" is the unassigned balance which, if any, will be reimbursed to the Unitholder. Investors are reminded that the Management<br />

Company may issue fractions of Units up to one-thousandth.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 21/38


Appendix 6<br />

Suspension of the calculation of the net asset value and the issue, conversion and redemption of Units<br />

Unless otherwise specified for each compartment in Part II of the Offering Document, the following provisions shall apply.<br />

The Management Company may at any time temporarily suspend with immediate effect the calculation of the value of the net assets of<br />

one or more compartments, and suspend issues, conversions and redemptions in the following cases:<br />

(a) during any period in which one or more markets or stock exchanges that are the principal markets or stock exchanges<br />

on which a substantial portion of a compartment’s investments are quoted at a given moment are closed except for<br />

normal days of closure, or during which trading is subject to significant restrictions or is suspended;<br />

(b) when the political, economic, military, monetary, or social situation, or any other event of force majeure, outside the<br />

Fund’s responsibility or power, makes it impossible to access its assets by reasonable and normal means, without<br />

severely prejudicing the interests of the Unitholders;<br />

(c) during any break in the communications normally used to determine the price of any of the Fund’s investments or<br />

current prices on any market or stock exchange;<br />

(d) when restrictions on foreign currencies or the movement of capital prevent transactions from being made on the Fund’s<br />

behalf or when the Fund’s assets cannot be purchased or sold at normal exchange rates;<br />

(e) as soon as a decision is taken to liquidate the Fund or one or more of its compartments;<br />

(f) in order to establish the exchange parity in the case of a merger, asset contribution, split-off, or any restructuring<br />

operation, of, by or in one or more of the Fund’s compartments and for a maximum period of two bank business days<br />

in Luxembourg;<br />

(g) or any other cases when the Management Company estimates by a reasoned decision that such a suspension is<br />

necessary to safeguard the general interests of the Unitholders concerned.<br />

In the event the calculation of the net asset value is suspended, the Management Company shall immediately and in an appropriate<br />

manner inform the Unitholders who requested the subscription, conversion or redemption of the Units of the sub-fund(s) in question.<br />

In the event the total net redemption /conversion applications received for a given sub-fund on the date of calculation of the net asset<br />

value concerns more than 10% of the net assets of the sub-fund in question, the Management Company may decide to reduce and/or<br />

defer the redemption/ conversion applications on a pro rata basis so as to reduce the number of shares redeemed/ converted to date to<br />

no more than 10% of the net assets of the sub-fund in question. Any redemption/ conversion applications thus deferred shall be given<br />

priority in relation to redemptions/conversion applications received on the next day of calculation of the net asset value, again subject to<br />

the aforementioned limit of 10% of the net assets.<br />

In exceptional circumstances which could have a negative impact on shareholders' interests, or in the event of subscription, redemption<br />

or conversion applications exceeding 10% of a sub-fund's net assets, the Management Company reserves the right not to determine the<br />

value of a share until such time as the required purchases and sales of securities have been made on behalf of the sub-fund. In that<br />

event, subscription, redemption and conversion applications in the pipeline will be processed simultaneously on the basis of the net<br />

asset value so calculated.<br />

Pending subscription, conversion and redemption applications may be withdrawn by written notification provided that such notification is<br />

received by the Management Company prior to lifting of the suspension. Pending applications will be taken into account on the first<br />

calculation date following lifting of the suspension. If all pending applications cannot be processed on the same calculation date, the<br />

earliest applications shall take precedence over more recent applications.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 22/38


Appendix 7<br />

Composition of assets and valuation rules<br />

The Company shall calculate the net asset value of each sub fund, the net asset value per share for each class and sub-class of share<br />

and the issue, conversion and redemption prices, at to a frequency to be set by the Board of Directors.<br />

The net asset value of each sub fund shall be equal to the total value of the assets of said sub fund less the sub fund’s liabilities.<br />

The net asset value per share is obtained by dividing the net assets of the subfund in question by the number of shares issued for said<br />

subfund, considering, where applicable, the breakdown of the net assets of said subfund between the various share categories and subcategories<br />

of the subfund in question.<br />

Said net value shall be expressed in the currency of the subfund in question or in any other currency that the Board of Directors may<br />

choose.<br />

The day on which the net asset value is calculated shall be referred to in these Articles of Association as the “Calculation Date”.<br />

The Company’s assets primarily include:<br />

(1) all cash in hand or on deposit including interest due not received and interest accrued on deposits before the payment date;<br />

(2) all notes and bills payable on demand and accounts receivable (including the results of sales of securities before the proceeds<br />

have been received);<br />

(3) all securities, units, shares, bonds, options or subscription rights and other investments and transferable securities owned by the<br />

Company;<br />

(4) all dividends and distributions to be received by the Company in cash or securities that the Company is aware of;<br />

(5) all interest due not received and all interest yielded before the payment date by securities owned by the Company, unless such<br />

interest is included in the principal of these stocks;<br />

(6) the Company’s establishment costs, where these have not been amortised;<br />

(7) all other assets of any nature whatsoever, including prepaid expenses.<br />

Without prejudice to anything specified for an individual subfund, a class and/or sub-class, the value of these assets will be determined<br />

as follows:<br />

(a) the value of cash in hand or on deposit, notes and bills payable on demand and accounts receivable, prepaid expenses, and<br />

dividends and interest announced or due but not yet paid, will be constituted by the normal value of these assets, unless it seems<br />

unlikely that this value can be achieved; in which case, the value will be determined by deducting such amount as the Company<br />

considers appropriate in order to reflect the real value of these assets;<br />

(b) the value of units in undertakings for collective investment will be determined according to the latest available net asset value;<br />

(c) the valuation of any security listed on an official market or any other regulated market, operating regularly, which is recognised and<br />

open to the public, is based on the last known price in Luxembourg, on the valuation day, and, if that security is traded on several<br />

markets, based on the last known price on the main market for the security; if the last known price is not representative, the<br />

valuation will be based on the probable realisation value that the Board of Directors will estimate prudently and in good faith;<br />

(d) securities not listed or traded on a stock market or other regulated market, operating regularly, which is recognised and open to the<br />

public, will be valued on the basis of their probable realisation value estimated prudently and in good faith.<br />

(e) securities expressed in a currency other than the currency of expression of the subfund concerned will be converted on the basis of<br />

the exchange rates applicable on the valuation day;<br />

(f) the Board of Directors is authorised to draft or amend the rules relating to the determination of the relevant valuation prices.<br />

Decisions taken in this regard will be reflected in the Offering Document.<br />

(g) swaps will be valued on the basis of the difference between the value of all future interest payable by the Company to its<br />

counterparty on the valuation date at the zero coupon swap rate corresponding to the maturity of these payments and the value of<br />

all future interest payable by the counterparty to the Company on the valuation date at the zero coupon swap rate corresponding to<br />

the maturity of these payments;<br />

(h) the internal valuation model for CDS utilises as inputs the CDS rate curve, the cover rate and a discounted rate (LIBOR or market<br />

swap rate) to calculate the mark-to-market. This internal model also produces the rate curve for default probabilities. To establish<br />

the CDS rate curve, data from a certain number of counterparties active in the CDS market are used. The manager uses the<br />

valuation of the counterparties’ CDS to compare them with the values obtained from the internal model. The starting point for the<br />

construction of the internal model is parity between the variable portion and fixed portion of the CDS on signing the CDS.<br />

(i) since EDS (Equity Default Swaps) are triggered by an event affecting a share, their valuation depends mainly on the volatility of the<br />

share and its asymmetrical position. The higher the volatility, the greater the risk that the share will reach the 70% threshold and<br />

therefore the greater the EDS spread. The spread of a company’s CDS also reflects its volatility, since high volatility of the share<br />

indicates high volatility of the assets of the company in question and therefore a high probability of a credit event. Given that the<br />

spreads of both EDS and CDS are correlated with the implicit volatility of the shares, and that these relations have a tendency to<br />

remain stable over time, an EDS can be considered as a proxy for a CDS. The key point in the valuation of an EDS is to calculate<br />

the implicit probability of a share event. Two methods are generally accepted: the first consists of utilising the market spread of the<br />

CDS as input in a model to evaluate the EDS; the second utilises the historic data of the share in question to estimate that<br />

probability. Although historic data do not necessarily present a good guide as to what may happen in the future, such data can<br />

reflect the general behaviour of a share in the face of crises. In comparing the two approaches, it is very rare to see historic<br />

probabilities higher than the shares’ implicit probabilities;<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 23/38


(j) the valuation of a CFD (Contract for Difference) will at any given moment reflect the difference between the latest known price of<br />

the underlying stock and the valuation that was taken into account when the transaction was signed.<br />

(k) The valuation of the Leveraged Loans will be made by multiplying the Principal Balance of the Collateral Obligation (loan) by the<br />

average bid price value determined by Loan Pricing Corporation or LoanX Mark-It <strong>Partners</strong>, in the case of loans, or LoanX Mark-It<br />

<strong>Partners</strong>, FT Interactive, Bridge Information Systems, KDP or IDC, in the case of bonds, or, in either case, any other Independent<br />

pricing service designated by the manager; if such service is not available, then an average of the bid side prices determined by<br />

independent broker-dealers active in the trading of such Collateral Obligation will be used for the valuation.<br />

(l) The valuation of the mid price for a particular CDO (Collateralised Debt Obligations) will be done using the normal and customary<br />

method of pricing for determining the price at which a manager would purchase similar type seasoned assets for its own portfolio.<br />

This generally involves developing assumptions in respect of the pool (e.g. of mortgage loans) underlying the relevant CDO,<br />

including as to the frequency and timing of defaults across the pool, or across different product types within the pool, the severity of<br />

the loss on each loan that has defaulted or is assumed to default, the prepayment speed across the pool, or across different<br />

product types within the pool, and the level of future interest rates. Will also be taken into account the impact of any derivatives,<br />

triggers, call rights and other factors that are considered as relevant or appropriate to review and that are embedded in, or are part<br />

of, the underlying transaction. It will be applied what it is believed to be a then-current market-based discount (based on Bids or<br />

Mids provided by structuring banks as above) rate to the cash flows generated using the assumptions so developed to determine a<br />

bid price for the relevant CDO residual.<br />

The Company’s liabilities primarily include:<br />

(1) all loans, bills due and accounts payable;<br />

(2) all known obligations, whether payable or not, including all contractual obligations reaching maturity, due for payment in cash or in<br />

kind (including the amount of dividends announced by the Company but not yet paid);<br />

(3) all reserves, authorised or approved by the Board of Directors, primarily those that have been constituted to meet a potential<br />

capital loss on any of the Company’s investments;<br />

(4) any other commitment of the Company, of any kind whatsoever, except for those represented by the Company’s own resources.<br />

To value the amount of these other commitments, the Company will take into account all the expenses to be borne by it, including<br />

without limit, the costs of creating the Articles of Association and any later amendments, the Offering Document and any other<br />

document relating to the Company, commissions and expenses payable to the manager, accountant, custodian and corresponding<br />

agents, domiciliation agent, administrative agent, transfer agent, paying agents or any other agents, service providers,<br />

representatives and/or employees of the Company, as well as permanent representatives of the Company in the countries where it<br />

is registered, expenses for legal support and the auditing of the Company’s annual accounts, promotion costs, printing and<br />

publishing costs for share sales documents, the printing costs of the annual and interim financial reports, the printing costs of<br />

bearer securities, the costs of holding General Meetings and meetings of the Board of Directors, reasonable travel costs for officers<br />

and directors, directors’ fees, costs of registrations and filings, all taxes and duties withheld by government authorities and stock<br />

markets, the costs of publishing the issue and redemption prices and any other operating expenses, including financial, banking or<br />

broking expenses incurred during the purchase or sale of assets or otherwise, and all other administrative expenses. To value the<br />

amount of these commitments, the Company will take into account, on a time-prorated basis, any recurrent or one-off<br />

administrative and other expenses.<br />

The assets, liabilities, expenses and fees that are not attributable to a subfund, class or sub-class will be charged to the different<br />

subfunds, classes or sub-classes in equal shares or, where this is justified by the amounts in question, prorata with their respective net<br />

assets. Each of the Company’s shares that is in the process of being redeemed will be considered as a share issued and outstanding<br />

until the close on the valuation day applicable to that share’s redemption and, from the close of that day and until the price is paid, its<br />

price will be considered as a liability for the Company. Each share to be issued by the Company in accordance with the subscription<br />

requests received will be treated as being issued at the close of the valuation day of its issue price and its price will be treated as an<br />

amount due to the Company until it is received by the Company. As far as possible, every investment or disinvestment decided by the<br />

Company will be taken into account on the valuation day.<br />

Formation costs for the creation of a subfund shall be charged to the concerned subfund and amortised over a five years period.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 24/38


Appendix 8<br />

Liquidation and merging of the Fund and its compartments<br />

Merger or liquidation of classes, sub-classes or compartments<br />

The Management Company may decide on:<br />

1) either the pure and simple liquidation of a sub-fund,<br />

2) or the closure of a sub-fund by transfer to another sub-fund of the Company,<br />

3) or the closure of a sub-fund by transfer to another Luxembourg collective investment undertaking within the limits authorised by the<br />

Law.<br />

In the event of a transfer to a mutual fund (fonds commun de placement), the formal agreement of the shareholders concerned shall be<br />

required and the decision taken in relation to the transfer shall bind only the shareholders deciding in favour of said transfer.<br />

The same decisions may be taken by the management Company with the majority of its members in the following cases only:<br />

1) when the net assets of the sub-fund concerned fall under a threshold deemed to be adequate for the efficient management of the<br />

sub-fund.<br />

2) when substantial changes occur in the political, economic and social situation, or if such a move is in the best interest of the<br />

shareholders.<br />

Any such decisions will be published in the press as specified in the “Information to Unitholders” section above.<br />

In the event of the pure and simple liquidation of a sub-fund, the net assets shall be distributed between the eligible parties in proportion<br />

to the units they own in said compartments. The assets not distributed within nine months of the date of the decision to liquidate shall be<br />

deposited with the Public Trust Office (Caisse de Consignation) until the end of the legally specified limitation period.<br />

In the case of closure of a compartment by contribution, the Unitholders of that compartment will be entitled, for a period of one month,<br />

to request the redemption of their units, in which case no redemption fees will be charged. At the end of this period, any Unitholders who<br />

have not requested redemption will be bound by the contribution decision.<br />

Dissolution and liquidation of the Fund<br />

The Fund will be liquidated according to the conditions stipulated by the law and regulations.<br />

Unitholders are not empowered to terminate the existence of the Fund.<br />

The Fund will automatically be liquidated in the following cases:<br />

at the end of the term (if any) set in the Management Regulations;<br />

if the functions of the Management Company or the Custodian Bank cease and they are not replaced within two months;<br />

if the Management Company becomes insolvent;<br />

if, for a period of more than six months, the net assets are less than one quarter of the statutory minimum. If the Fund’s net assets<br />

are less than two thirds of the minimum capital, the Management Company must inform the supervisory authority without delay.<br />

Depending on the circumstances, the supervisory authority may ask for the Fund’s liquidation. The supervisory authority can force<br />

the Management Company to put the Fund into liquidation. The supervisory authority’s injunction on the Management Company to<br />

put the Fund into liquidation will be published without delay by the Management Company or the Custodian Bank.<br />

in all other cases specified in the Management Regulations.<br />

The Management Company may decide on the liquidation of the Fund if substantial changes occur in the political, economic and social<br />

environment or if justified by the interests of the Unitholders.<br />

The reason for the liquidation of the Fund will be published in the Mémorial and in at least two newspapers of appropriate circulation, of<br />

which at least one must be a Luxembourg newspaper.<br />

As soon as the incident prompting liquidation occurs, the Fund may no longer issue units, as they will be invalid. It will still be possible to<br />

redeem units, provided the principle of equal treatment of Unitholders is respected.<br />

The liquidation of the Fund will be carried out by a liquidator.<br />

The net proceeds of liquidation will be distributed by the liquidator to the Unitholders in proportion to the number of units they hold.<br />

The proceeds of the liquidation that are not distributed within nine months from the date of the decision to liquidate shall be deposited<br />

with the Public Trust Office (Caisse de Consignation) and held for unidentified shareholders until expiry of the thirty year limitation<br />

period.Those liquidation proceeds that have not been distributed by the close of the liquidation procedure will be deposited on behalf of<br />

the unidentified Unitholders.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part I - version of JUNE 2011 25/38


PART II


<strong>BNP</strong> <strong>Paribas</strong> Flexi IV Bond Medium Term RMB<br />

<strong>Investment</strong> policy<br />

<strong>Investment</strong> objective and policy of the compartment<br />

The compartment invests its assets in money market instruments and Chinese Governement bonds denominated in Chinese Renminbi<br />

(RMB) and in cash and deposits denominated in RMB or other currencies.<br />

The maturity of the investments in the portfolio will be maximum 3 years.<br />

To achieve its objectives, the compartment may invest up to 10% of its assets in other UCITS or UCI.<br />

Specific restrictions<br />

Contrary to item 1 of Appendix 1 “<strong>Investment</strong> Restrictions” in Part I of this Offering Document, the compartment can invest up to 100%<br />

of its assets in securities of the same kind issued by the same issuer.<br />

The compartment cannot engage in short selling.<br />

The compartment does not allow borrowing exceeding 25% of its net assets.<br />

The compartment can invest up to 100% of its assets in cash with one single entity.<br />

The compartment is not allowed to use Financial Derivatives Instruments.<br />

General information<br />

With effect from 1 December 2002, new regulations enabled “Qualified Foreign Institutional Investors” (QFII) to invest in the People’s<br />

Republic of China in type “A” shares, government bonds, convertible bonds, corporate bonds and any other financial instruments<br />

authorised by the “China Securities Regulatory Commission” (CSRC).<br />

On 11th October 2004, the CSRC granted <strong>BNP</strong> <strong>Paribas</strong> Fortis “QFII” status.<br />

The principal restrictions applied to QFII status concern the size, minimum holding period and repatriation of investments.<br />

The initial investment may only be repatriated from one year after the first valuation day and only in maximum instalments of 20% of the<br />

total initial investment every 3 months.<br />

<strong>Investment</strong> risks of the compartment<br />

There are inherent risks to investing in the compartment. These risks are particularly associated with the stock market, the bond market,<br />

exchange rates, credit, market volatility and political risks, as well as any combination of these and other risks. Some of these risk<br />

factors are briefly outlined below.<br />

The risk factors may occur simultaneously and/or consecutively, making it impossible to forecast the value of shares.<br />

Potential investors should be aware that the value of the shares may go down and should be prepared to suffer the total loss of their<br />

investment.<br />

Tax risks<br />

<strong>Investment</strong> in the compartment involves risks due to fiscal measures that the Chinese government could impose on foreign investors.<br />

Currently, capital gains realised by a QFII that has no permanent establishment in China are not taxed. Consequently, based on current<br />

legislation, the compartment does not make provision to cover such a potential tax but it may have to amend this position without prior<br />

notification in the event that an amendment to the tax legislation were decided or expected.<br />

For dividends, interest ad potentially other income, the applicable tax is withheld at the source at the moment of payment. Therefore no<br />

provision is made in the NAV Calculation<br />

Market risks<br />

Potential investors are advised that an investment in the compartment contains a high degree of risk due to the political and economic<br />

situation of the Chinese market, which could affect the value of the investments.<br />

<strong>Investment</strong> and repatriation risks<br />

<strong>Investment</strong> in the compartment involves risks due to restrictions imposed on foreign investors, counterparties, greater market volatility<br />

and a risk of lack of liquidity in certain portfolio lines. Consequently, some shares may not be available to the compartment due to the<br />

fact that the number of foreign shareholders authorised or the total investments permitted for foreign shareholders have been reached.<br />

Furthermore, the repatriation overseas of foreign investors’ net profits, capital and dividends may be restricted or require the agreement<br />

of the government concerned. The compartment will only invest if it considers that the restrictions are acceptable. However, no<br />

guarantee can be given that additional restrictions will not be imposed in the future.<br />

Liquidation and custody risks<br />

Shares are held in the custody of a local sub-custodian approved by the Chinese authorities, in an account opened in the name of the<br />

entity that obtained the QFII status and not in the name of the Fund itself.<br />

The liquidation and custody systems on the Chinese market are not as sophisticated as those on developed markets. In certain cases,<br />

the level of these services may not be as high and the control and supervisory authorities not as developed. This can result in risks of<br />

undue delays in liquidation and to the degradation of cash or securities causing difficulties in terms of liquidity of securities.<br />

The custodian of the Fund has agreed to contribute its know-how and give due care to the selection, appointment and supervision of its<br />

correspondents. The custodian of the Fund is not responsible for acts and omissions by the majority of its correspondents in certain<br />

emerging countries, including China, provided that it has not committed any negligent or deliberate error in the selection, appointment<br />

and supervision of its correspondents. Furthermore, the custodian of the Fund will not be responsible for any loss whatsoever resulting<br />

from the liquidation, bankruptcy or insolvency of any correspondent. The responsibility of the custodian bank of the Fund only covers its<br />

own negligence or serious error.<br />

In the event of a loss in such an instance, the Fund will assert its rights directly against the issuer or the banking correspondent holding<br />

the security.<br />

Currency fluctuation risks<br />

The majority of the investments made by the compartment and the income received by the compartment are expressed in Chinese<br />

currency. Investors should be aware of the possibility of the sudden devaluation or revaluation of this currency.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 27/38


Volatility risks<br />

In common with other emerging markets, the Chinese market may be faced with relatively low transaction volumes, and endure periods<br />

of lack of liquidity or considerable price volatility.<br />

Liquidity risks<br />

The Chinese market is less liquid than developed markets. Investors should be aware that this is a long-term investment and payments<br />

and redemptions may not always be made within the expected timescales.<br />

In view of the risks outlined above and the specific QFII regulations, the Board of Directors of the Management Company may, for long<br />

or short periods and with immediate effect, have to suspend subscriptions, conversions and redemptions. In this case, the values of the<br />

net assets will continue to be calculated but for information purposes only.<br />

Consequently, the compartment is for informed investors and it is recommended that only a portion of their total assets be invested in it.<br />

Units – “I” Class - currency<br />

The subfund is exclusively reserved for Well-Informed Investors.<br />

The units of the subfund are issued in registered form only and exclusively capitalisation: “I”<br />

ISIN code: LU0376697842The subfund’s currency of expression is USD.<br />

Valuation day<br />

Net asset values are calculated in USD and EUR every Friday that is a full bank business day in Luxembourg. If these days are not full<br />

bank business days in Luxembourg, the calculation will be carried out on the next bank business day in Luxembourg.<br />

Terms of subscription and redemption<br />

Requests for subscriptions and redemptions must be submitted directly to the transfer agent.<br />

In order to be processed at a particular net asset value, requests for subscription and/or redemption must be received by the transfer<br />

agent before 12:00 CET three bank business days in Luxembourg before the valuation day.<br />

Taking into account the individual specification of the compartment, the requests for subscription and/or redemption are recorded on a<br />

waiting list and treated by applying the principle of “first arrived, first served” (the “Principle”).<br />

Investors should bear in mind that subscription, holding, redemption and transactions involving shares may be subject to additional<br />

restrictions. These restrictions may have the effect of preventing the investor from freely subscribing, holding, exchanging and/or<br />

requesting redemption of shares.<br />

In view of the restrictions imposed by the Chinese authorities in connection with the QFII status, the Board of Directors of the<br />

Management Company may have to decide that net requests for subscription and redemption should be made once a quarter.<br />

The Board of Directors of the Management Company may suspend, for a maximum period of 3 months, requests for redemptions which<br />

are not compensated by subscriptions orders of an equal amount in this compartment or in other compartments which are using the<br />

QFII status obtained by <strong>BNP</strong> <strong>Paribas</strong> Fortis, these redemptions orders will be recorded on a waiting list and treated by applying the<br />

principle of “first arrived, first served” during and after the 3 month period.<br />

Subscriptions payments will in principle (subject to the risks outlined above) be made at the latest three bank business days in<br />

Luxembourg after the valuation day in one of the compartment’s currencies of expression.<br />

Further to the provisions of section “<strong>Investment</strong> and repatriation risks”, the payment of redemptions proceeds will in principle be made<br />

within three bank business days in Luxembourg after the valuation day.<br />

Requests for subscriptions can only be made in amount and not in number of units. Request for redemptions can be made in amount<br />

and number of units.<br />

Conversions from this compartment to other compartment within the Fund and conversely are not authorised.<br />

Commissions and fees – “I” Class<br />

Payable by the Unitholder:<br />

Front-end load:<br />

- payable to sales agent: maximum: none<br />

- payable to the compartment: none<br />

Redemption:<br />

- payable to sales agent: none<br />

- payable to the compartment: none<br />

Payable by the compartment:<br />

Administration: 0.05%<br />

Management: 1.00%<br />

Custody: 0.12% per year<br />

Taxe d’abonnement: 0.01% (the value of assets represented by units in other UCI is exempt from the taxe d’abonnement<br />

provided that these units have already been subject to the taxe d’abonnement)<br />

Additional information<br />

Listing: none<br />

Benchmark: Cash Index representing the demand deposit in China (USD) RI<br />

Launch date for the “I” class:<br />

Launched on 22 July 2008 at a price of USD 1,000.00 per Unit.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 28/38


<strong>BNP</strong> <strong>Paribas</strong> Flexi IV Emerging High Yield Currencies Fund<br />

<strong>Investment</strong> policy<br />

<strong>Investment</strong> objective and policy of the compartment<br />

The compartment invests mainly its assets in government bonds and other debt securities issued in various emerging countries and<br />

currencies.<br />

The compartment can also invest in debt securities or other debt linked instruments issued by corporate entities with an acceptable<br />

rating.<br />

The compartment may choose to obtain exposure to these eligible investments through the use of financial derivatives instruments.<br />

The compartment objective is to enable unitholders to benefit from a monthly dividend payment.<br />

The dividend payment will be made every 16 th of each month or if that day is not a bank business day in Luxembourg, the prior business<br />

day before the 16 th .<br />

Specific restrictions<br />

<strong>Investment</strong>s in Private Equity, non-listed securities, illiquid securities are not authorized, nor are investments in UCI’s, mutual funds or<br />

trusts.<br />

The compartment cannot engage in short sales of securities.<br />

The compartment does not allow borrowing exceeding 10% of its net assets.<br />

<strong>Investment</strong> risks of the compartment<br />

The subfund invests in emerging markets. It may thus display greater than average volatility due to a high degree of concentration,<br />

greater uncertainty because less information is available, less liquidity, or greater sensitivity to changes in market conditions (social,<br />

political and economic conditions). In addition, some emerging markets offer less security than the majority of international developed<br />

markets. For this reason, services for portfolio transactions, liquidation and custody on behalf of funds invested in emerging markets<br />

may carry greater risk. The Company and investors agree to bear these risks.<br />

<strong>Investment</strong>s are made on the "Russian Trading System Stock Exchange" (or "RTS Stock Exchange") that brings together a large<br />

number of Russian issuers and allows nearly exhaustive coverage of the universe of Russian shares. The choice of the RTS Stock<br />

Exchange makes it possible to benefit from the liquidity of the Russian market without having to use local currency given that the RTS<br />

Stock Exchange allows processing of all issuers directly in USD.<br />

Units – “I” Class - currency<br />

The subfund is exclusively reserved for Well-Informed Investors.<br />

The “I” Class is exclusively reserved for Fund of Funds<br />

The units of the subfund are issued in registered form only and exclusively distribution: “I”<br />

ISIN code: LU0391068763<br />

The subfund’s currency of expression is JPY.<br />

Valuation day<br />

Net asset values are calculated in JPY on every full bank business day in Luxembourg.<br />

Terms of subscription and redemption<br />

Requests for subscriptions and redemptions must be submitted directly to the transfer agent.<br />

In order to be processed at a particular net asset value, requests for subscription and/or redemption must be received by the transfer<br />

agent before 12:30 p.m. CET the bank business day in Luxembourg on the valuation day.<br />

Subscriptions payments will in principle (subject to the risks outlined above) be made at the latest three bank business days in<br />

Luxembourg after the valuation day in the currency of expression of the compartment.<br />

The payment of redemptions proceeds will in principle be made within three bank business days in Luxembourg after the valuation day.<br />

Requests for subscriptions and redemptions can only be made in amount and not in number of units.<br />

Conversions from this compartment to other compartment within the Fund and conversely are not authorised.<br />

Commissions and fees – “I” Class<br />

Payable by the Unitholder:<br />

Front-end load:<br />

- payable to sales agent: maximum 5%<br />

- payable to the compartment: none<br />

Redemption:<br />

- payable to sales agent: none<br />

- payable to the compartment: none<br />

Payable by the compartment:<br />

Administration: 0.10%<br />

Management: 0.45%<br />

Custody: 0.035% per year<br />

Taxe d’abonnement: 0.01% (the value of assets represented by units in other UCI is exempt from the taxe d’abonnement<br />

provided that these units have already been subject to the taxe d’abonnement)<br />

Additional information<br />

Listing: none<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 29/38


Launch date for the “I” class:<br />

The subfund will be open to subscriptions at a price of JPY 1,0000.00 per Unit at a later date to be defined by the Board of<br />

Directors.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 30/38


<strong>BNP</strong> <strong>Paribas</strong> Flexi IV BOND MEDIUM TERM INR<br />

<strong>Investment</strong> policy<br />

<strong>Investment</strong> objective and policy of the compartment<br />

The compartment invests its assets in money market instruments and Indian Governement bonds denominated in Indian Rupee (INR)<br />

and in cash and deposits denominated in INR or other currencies.<br />

The maturity of the investments in the portfolio will be maximum 3 years.<br />

To achieve its objectives, the compartment may invest up to 10% of its assets in other UCITS or UCI.<br />

Specific restrictions<br />

Contrary to item 1 of Appendix 1 “<strong>Investment</strong> Restrictions” in Part I of this Offering Document, the compartment can invest up to 100%<br />

of its assets in securities of the same kind issued by the same issuer.<br />

<strong>Investment</strong> risks of the compartment<br />

There are inherent risks to investing in the compartment. These risks are particularly associated with the emerging market, exchange<br />

rates, as well as any combination of these and other risks. Some of these risk factors are briefly outlined below.<br />

The risk factors may occur simultaneously and/or consecutively, making it impossible to forecast the value of shares.<br />

Potential investors should be aware that the value of the shares may go down and should be prepared to suffer the total loss of their<br />

investment.<br />

Emerging Market risk<br />

The subfund invests in emerging markets. It may thus display greater than average volatility due to a high degree of concentration,<br />

greater uncertainty because less information is available, less liquidity, or greater sensitivity to changes in market conditions (social,<br />

political and economic conditions). In addition, some emerging markets offer less security than the majority of international developed<br />

markets. For this reason, services for portfolio transactions, liquidation and custody on behalf of funds invested in emerging markets<br />

may carry greater risk. The Company and investors agree to bear these risks.<br />

Liquidity risk<br />

There is a risk that investments made in the compartments may become illiquid due to an over-restricted market (often reflected by a<br />

very broad bid-ask spread or by substantial price movements), or if their “rating” declines or their economic situation deteriorates;<br />

consequently, it may not be possible to sell or buy these investments quickly enough to prevent or minimize a loss in these<br />

compartments.<br />

Exchange risk<br />

The value of an investment may be affected by fluctuations of the currency of the country in which the investment was made, exchange<br />

control regulations, the application of tax laws in various countries, including withholding tax, or changes in government or economic or<br />

monetary policy in the countries concerned. As such, no guarantee can be given that any financial objectives will actually be achieved.<br />

Units – “I” Class - currency<br />

The subfund is exclusively reserved for Well-Informed Investors.<br />

The units of the subfund are issued in registered form only and exclusively capitalisation: “I”<br />

ISIN code: LU0410614563<br />

The subfund’s currency of expression is USD.<br />

Valuation day<br />

Net asset values are calculated in USD every Friday that is a full bank business day in Luxembourg. If these days are not full bank<br />

business days in Luxembourg, the calculation will be carried out on the next bank business day in Luxembourg.<br />

Terms of subscription and redemption<br />

Requests for subscriptions and redemptions must be submitted directly to the transfer agent.<br />

In order to be processed at a particular net asset value, requests for subscription and/or redemption must be received by the transfer<br />

agent before 4 p.m. one bank business day in Luxembourg before the valuation day.<br />

Requests for subscription and/or redemption transmitted by fax, e-mail or any other transmission method that requires manual<br />

processing must reach the transfer agent before 12:00 CET one bank business day before the calculation date.<br />

Subscriptions payments will in principle (subject to the risks outlined above) be made two bank business days in Luxembourg after the<br />

valuation day in the compartment’s currency of expression.<br />

Requests for subscriptions and redemptions can be made in amount and number of units.<br />

Conversions from this compartment to other compartment within the Fund and conversely are not authorised.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 31/38


Commissions and fees – “I” Class<br />

Payable by the Unitholder:<br />

Front-end load:<br />

- payable to sales agent: maximum 5%<br />

- payable to the compartment: none<br />

Redemption:<br />

- payable to sales agent: none<br />

- payable to the compartment: none<br />

Payable by the compartment:<br />

Administration: 0.105%<br />

Management 0.75%<br />

Custody: 0.035% per year<br />

Taxe d’abonnement: 0.01% (the value of assets represented by units in other UCI is exempt from the taxe d’abonnement<br />

provided that these units have already been subject to the taxe d’abonnement)<br />

Additional information<br />

Listing: none<br />

Launch date for the “I” class:<br />

The subfund will be open to subscriptions at a price of USD 1,000.00 per Unit at a later date to be defined by the Board of<br />

Directors.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 32/38


<strong>BNP</strong> <strong>Paribas</strong> Flexi IV BOND CHINA<br />

<strong>Investment</strong> policy<br />

<strong>Investment</strong> objective and policy of the compartment<br />

The compartment invests its assets in Chinese Governement bonds denominated in Chinese Renminbi (RMB) and in cash and deposits<br />

denominated in RMB. The compartment will hold ancillary cash in USD.<br />

The maturity of the investments in the portfolio will be maximum 5 years. Within the limits of applicable laws, the compartment will apply<br />

a Buy and Hold strategy.<br />

To achieve its objectives, the compartment may invest up to 10% of its assets in other UCITS or UCI.<br />

Specific restrictions<br />

Contrary to iitem 1 of Appendix 1 “<strong>Investment</strong> Restrictions” in Part I of this Offering Document, the compartment can invest up to 100%<br />

of its assets in securities of the same kind issued by the same issuer.<br />

The compartment cannot engage in short selling.<br />

The compartment does not allow borrowing exceeding 25% of its net assets.<br />

The compartment can invest up to 100% of its assets in cash with one single entity.<br />

The compartment is not allowed to use Financial Derivatives Instruments.”<br />

General information<br />

With effect from 1 December 2002, new regulations enabled “Qualified Foreign Institutional Investors” (QFII) to invest in the People’s<br />

Republic of China in type “A” shares, government bonds, convertible bonds, corporate bonds and any other financial instruments<br />

authorised by the “China Securities Regulatory Commission” (CSRC).<br />

On 11th October 2004, the CSRC granted <strong>BNP</strong> <strong>Paribas</strong> Fortis “QFII” status.<br />

The principal restrictions applied to QFII status concern the size, minimum holding period and repatriation of investments.<br />

The initial investment may only be repatriated from one year after the first valuation day and only in maximum instalments of 20% of the<br />

total initial investment every 3 months.<br />

<strong>Investment</strong> risks of the compartment<br />

There are inherent risks to investing in the compartment. These risks are particularly associated with the stock market, the bond market,<br />

exchange rates, credit, market volatility and political risks, as well as any combination of these and other risks. Some of these risk<br />

factors are briefly outlined below.<br />

The risk factors may occur simultaneously and/or consecutively, making it impossible to forecast the value of shares.<br />

Potential investors should be aware that the value of the shares may go down and should be prepared to suffer the total loss of their<br />

investment.<br />

Tax risks<br />

<strong>Investment</strong> in the compartment involves risks due to fiscal measures that the Chinese government could impose on foreign investors.<br />

Currently, capital gains realised by a QFII that has no permanent establishment in China are not taxed. Consequently, based on current<br />

legislation, the compartment does not make provision to cover such a potential tax but it may have to amend this position without prior<br />

notification in the event that an amendment to the tax legislation were decided or expected.<br />

For dividends, interest ad potentially other income, the applicable tax is withheld at the source at the moment of payment. Therefore no<br />

provision is made in the NAV Calculation.<br />

Market risks<br />

Potential investors are advised that an investment in the compartment contains a high degree of risk due to the political and economic<br />

situation of the Chinese market, which could affect the value of the investments.<br />

<strong>Investment</strong> and repatriation risks<br />

<strong>Investment</strong> in the compartment involves risks due to restrictions imposed on foreign investors, counterparties, greater market volatility<br />

and a risk of lack of liquidity in certain portfolio lines. Consequently, some shares may not be available to the compartment due to the<br />

fact that the number of foreign shareholders authorised or the total investments permitted for foreign shareholders have been reached.<br />

Furthermore, the repatriation overseas of foreign investors’ net profits, capital and dividends may be restricted or require the agreement<br />

of the government concerned. The compartment will only invest if it considers that the restrictions are acceptable. However, no<br />

guarantee can be given that additional restrictions will not be imposed in the future.<br />

Liquidation and custody risks<br />

Shares are held in the custody of a local sub-custodian approved by the Chinese authorities, in an account opened in the name of the<br />

entity that obtained the QFII status and not in the name of the Fund itself.<br />

The liquidation and custody systems on the Chinese market are not as sophisticated as those on developed markets. In certain cases,<br />

the level of these services may not be as high and the control and supervisory authorities not as developed. This can result in risks of<br />

undue delays in liquidation and to the degradation of cash or securities causing difficulties in terms of liquidity of securities.<br />

The custodian of the Fund has agreed to contribute its know-how and give due care to the selection, appointment and supervision of its<br />

correspondents. The custodian of the Fund is not responsible for acts and omissions by the majority of its correspondents in certain<br />

emerging countries, including China, provided that it has not committed any negligent or deliberate error in the selection, appointment<br />

and supervision of its correspondents. Furthermore, the custodian of the Fund will not be responsible for any loss whatsoever resulting<br />

from the liquidation, bankruptcy or insolvency of any correspondent. The responsibility of the custodian bank of the Fund only covers its<br />

own negligence or serious error.<br />

In the event of a loss in such an instance, the Fund will assert its rights directly against the issuer or the banking correspondent holding<br />

the security.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 33/38


Currency fluctuation risks<br />

The majority of the investments made by the compartment and the income received by the compartment are expressed in Chinese<br />

currency. Investors should be aware of the possibility of the sudden devaluation or revaluation of this currency.<br />

Volatility risks<br />

In common with other emerging markets, the Chinese market may be faced with relatively low transaction volumes, and endure periods<br />

of lack of liquidity or considerable price volatility.<br />

Liquidity risks<br />

The Chinese market is less liquid than developed markets. Investors should be aware that this is a long-term investment and payments<br />

and redemptions may not always be made within the expected timescales.<br />

In view of the risks outlined above and the specific QFII regulations, the Board of Directors of the Management Company may, for long<br />

or short periods and with immediate effect, have to suspend subscriptions, conversions and redemptions. In this case, the values of the<br />

net assets will continue to be calculated but for information purposes only.<br />

Consequently, the compartment is for informed investors and it is recommended that only a portion of their total assets be invested in it.<br />

Units – “I” Class - currency<br />

The subfund is exclusively reserved for Well-Informed Investors.<br />

The units of the subfund are issued in registered form only and exclusively capitalisation: “I”<br />

ISIN code: LU0471688480<br />

The compartment’s currency of expression is USD.<br />

Valuation day<br />

Net asset values are calculated in USD every Friday that is a full bank business day in Luxembourg. If these days are not full bank<br />

business days in Luxembourg, the calculation will be carried out on the next bank business day in Luxembourg.<br />

Terms of subscription and redemption<br />

Requests for subscriptions and redemptions must be submitted directly to the transfer agent.<br />

In order to be processed at a particular net asset value, requests for subscription and/or redemption must be received by the transfer<br />

agent before 2:00 pm CET three bank business days in Luxembourg before the valuation day.<br />

Taking into account the individual specification of the compartment, the requests for subscription and/or redemption are recorded on a<br />

waiting list and treated by applying the principle of “first arrived, first served” (the “Principle”).<br />

Investors should bear in mind that subscription, holding, redemption and transactions involving shares may be subject to additional<br />

restrictions. These restrictions may have the effect of preventing the investor from freely subscribing, holding, exchanging and/or<br />

requesting redemption of shares.<br />

In view of the restrictions imposed by the Chinese authorities in connection with the QFII status, the Board of Directors of the<br />

Management Company may have to decide that net requests for subscription and redemption should be made once a quarter.<br />

The Board of Directors of the Management Company may suspend, for a maximum period of 3 months, requests for redemptions which<br />

are not compensated by subscriptions orders of an equal amount in this compartment or in other compartments which are using the<br />

QFII status obtained by <strong>BNP</strong> <strong>Paribas</strong> Fortis, these redemptions orders will be recorded on a waiting list and treated by applying the<br />

principle of “first arrived, first served” during and after the 3 month period.<br />

Subscriptions payments will in principle (subject to the risks outlined above) be made at the latest three bank business days in<br />

Luxembourg after the valuation day in the compartment’s currency of expression.<br />

Further to the provisions of section “<strong>Investment</strong> and repatriation risks”, the payment of redemptions proceeds will in principle be made<br />

within three bank business days in Luxembourg after the valuation day.<br />

Requests for subscriptions can be made in amount and in number of units. Request for redemptions can be made in amount and<br />

number of units.<br />

Conversions from this compartment to other compartment within the Fund and conversely are not authorised.<br />

Commissions and fees – “I” Class<br />

Payable by the Unitholder:<br />

Front-end load:<br />

- payable to sales agent: none<br />

- payable to the compartment: none<br />

Redemption:<br />

- payable to sales agent: none<br />

- payable to the compartment: none<br />

Payable by the compartment:<br />

Administration: 0.05%<br />

Management: 1.00%<br />

Custody: 0.12% per year<br />

Taxe d’abonnement: 0.01% (the value of assets represented by units in other UCI is exempt from the taxe d’abonnement<br />

provided that these units have already been subject to the taxe d’abonnement)<br />

Additional information<br />

Listing: none<br />

Launch date for the “I” class:<br />

The subfund will be open to subscriptions at a price of USD 1,000.00 per Unit at a later date to be defined by the Board of<br />

Directors.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 34/38


<strong>BNP</strong> <strong>Paribas</strong> Flexi IV Planetary China -HFT<br />

<strong>Investment</strong> policy<br />

<strong>Investment</strong> objective and policy of the compartment<br />

This subfund invests in shares in the capital of companies based in the People’s Republic of China, or in divisions of shares, fully or<br />

partially paid up, in registered or bearer form, issued by such companies and listed on the Shanghai or Shenzhen Stock Exchange, or in<br />

cash and cash equivalents denominated in RMB. On an ancillary basis, it may also invest in cash and cash equivalents denominated in<br />

USD.<br />

The subfund will not engage in short selling, securities lending and securities borrowing.<br />

The subfund will not engage in borrowing.<br />

General information<br />

With effect from 1 December 2002, new regulations enabled “Qualified Foreign Institutional Investors” (QFII) to invest in the People’s<br />

Republic of China in type “A” shares, government bonds, convertible bonds, corporate bonds and any other financial instruments<br />

authorised by the “China Securities Regulatory Commission” (CSRC).<br />

On 11th October 2004, the CSRC granted <strong>BNP</strong> <strong>Paribas</strong> Fortis “QFII” status.<br />

The principal restrictions applied to QFII status concern the size, minimum holding period and repatriation of investments.<br />

The initial investment may only be repatriated from one year after the first valuation day and only in maximum instalments of 20% of the<br />

total initial investment every 3 months.<br />

<strong>Investment</strong> risks of the compartment<br />

There are inherent risks to investing in this subfund. These risks are particularly associated with the stock market, market volatility and<br />

political risks, as well as any combination of these and other risks. Some of these risk factors are briefly outlined below.<br />

The risk factors may occur simultaneously and/or consecutively, making it impossible to forecast the value of shares.<br />

Potential investors should be aware that the value of the shares may go down and should be prepared to suffer the total loss of their<br />

investment.<br />

Taxation Risk<br />

<strong>Investment</strong> in this subfund involves risks due to fiscal measures that the Chinese government could impose on foreign investors.<br />

Currently, capital gains realised by a QFII that has no permanent establishment in China are not taxed. However, after taking into<br />

account the risk of a modification of the current legislation by the Chinese government that would impose such capital gain taxation with<br />

retro-active effect, the subfund constitutes a provision in order to cover a possible taxation. The risk and the subsequent provision will<br />

be re-assessed and adapted regularly. For dividends, interests and potentially other income, the applicable tax is withheld at the source<br />

at the moment of payment. Therefore, no provision is made in the NAV Calculation.<br />

Market risk<br />

As long as this subfund will be invested, its Net Asset Value (NAV) is exposed to market fluctuations, and its value can go up as well as<br />

down. The portfolio of securities that the subfund invests in would be exposed to price changes on a day-to-day basis. These price<br />

changes may occur due to instrument-specific factors as well as general macroeconomic conditions.<br />

The subfund may also be subject to price volatility due to factors such as interest sensitivity, market perception or the creditworthiness<br />

of the issuer and general market liquidity.<br />

<strong>Investment</strong> and repatriation risks<br />

<strong>Investment</strong> in this subfund involves risks due to restrictions imposed on foreign investors, counterparties, greater market volatility and a<br />

risk of lack of liquidity in certain portfolio lines.<br />

Consequently, some shares may not be available to the subfund due to the fact that the number of foreign shareholders authorised or<br />

the total investments permitted for foreign shareholders have been reached. Furthermore, the repatriation overseas of foreign investors’<br />

net profits, capital and dividends may be restricted or require the agreement of the government concerned. The Company will only<br />

invest if it considers that the restrictions are acceptable. However, no guarantee can be given that additional restrictions will not be<br />

imposed in the future.<br />

Emerging Markets Risk<br />

The sub-fund invests in emerging markets. It may thus display greater than average volatility risk due to a high degree of concentration,<br />

greater uncertainty because less information is available, less liquidity, or greater sensitivity to changes in market conditions (social,<br />

political and economic conditions). In addition, some emerging markets offer less security than the majority of international developed<br />

markets. For this reason, services for portfolio transactions, liquidation and conservation on behalf of funds invested in emerging<br />

markets may carry greater risk.<br />

Liquidation and custody risks<br />

Shares are held in the custody of a local sub-custodian approved by the Chinese authorities, in an account opened in the name of the<br />

entity that obtained the QFII status and not in the name of the Company itself.<br />

The liquidation and custody systems on the Chinese market are not as sophisticated as those on developed markets. In certain cases,<br />

the level of these services may not be as high and the control and supervisory authorities not as developed. This can result in risks of<br />

undue delays in liquidation and to the degradation of cash or securities causing difficulties in terms of liquidity of securities.<br />

The custodian has agreed to contribute its know-how and give due care to the selection, appointment and supervision of its<br />

correspondents. The custodian is not responsible for acts and omissions by the majority of its correspondents in certain emerging<br />

countries, including China, provided that it has not committed any negligent or deliberate error in the selection, appointment and<br />

supervision of its correspondents. Furthermore, the custodian will not be responsible for any loss whatsoever resulting from the<br />

liquidation, bankruptcy or insolvency of any correspondent. The responsibility of the custodian bank only covers its own negligence or<br />

serious error.<br />

In the event of a loss in such an instance, the Company will assert its rights directly against the issuer or the banking correspondent<br />

holding the security.<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 35/38


Currency Fluctuation Risk<br />

The majority of the investments made by the subfund and the income received by the subfund are expressed in Chinese currency.<br />

Investors should be aware of the possibility of the sudden devaluation or revaluation of this currency.<br />

Volatility risks<br />

In common with other emerging markets, the Chinese market may be faced with relatively low transaction volumes, and endure periods<br />

of lack of liquidity or considerable price volatility.<br />

Liquidity risks<br />

The Chinese market is less liquid than developed markets. Investors should be aware that this is a long-term investment and payments<br />

and redemptions may not always be made within the expected timescales.<br />

In view of the risks outlined above and the specific QFII regulations, the Board of Directors may, for long or short periods and with<br />

immediate effect, have to suspend subscriptions, conversions and redemptions. In this case, the values of the net assets will continue to<br />

be calculated but for information purposes only.<br />

Consequently, this subfund is for informed investors and it is recommended that only a portion of their total assets be invested in it.<br />

Units – “I” Class - currency<br />

The subfund is exclusively reserved for Well-Informed Investors.<br />

The units of the subfund are issued in registered form only and exclusively capitalisation: “I”<br />

The subfund’s currency of expression is USD.<br />

ISIN code<br />

: LU0626273287<br />

Valuation day<br />

Net asset values are calculated in USD and EUR each bank business day in Luxembourg, provided that the financial markets<br />

corresponding to a significant proportion (approximately 50%) of the assets of the subfund were open at least one day after the day that<br />

served as the calculation basis for the preceding NAV.<br />

Terms of subscription and redemption<br />

Orders will be processed exclusively based on the net asset value calculated each Friday, or on the following NAV calculation day if<br />

Friday is not a business day. They must be received by 2p.m three bank business days in Luxembourg preceding the calculation day for<br />

that NAV. Orders received after this deadline will be processed at the next order processing day.<br />

Requests for subscriptions and redemptions must be submitted directly to the transfer agent.<br />

In order to be processed at a particular net asset value, requests for subscription and/or redemption must be received by the transfer<br />

agent before 2 p.m. Luxembourg time three bank business days in Luxembourg before the valuation day.<br />

Taking into account the individual specification of the compartment, the requests for subscription and/or redemption are recorded on a<br />

waiting list and treated by applying the principle of “first arrived, first served” (the “Principle”).<br />

Investors should bear in mind that subscription, holding, redemption and transactions involving shares may be subject to additional<br />

restrictions. These restrictions may have the effect of preventing the investor from freely subscribing, holding, exchanging and/or<br />

requesting redemption of shares.<br />

In view of the restrictions imposed by the Chinese authorities in connection with the QFII status, the Board of Directors of the<br />

Management Company may have to decide that net requests for subscription and redemption should be made once a quarter.<br />

The Board of Directors of the Management Company may suspend, for a maximum period of 3 months, requests for redemptions which<br />

are not compensated by subscriptions orders of an equal amount, in this compartment or in other compartments which are using the<br />

QFII status obtained by <strong>BNP</strong> <strong>Paribas</strong> Fortis, these redemptions orders will be recorded on a waiting list and treated by applying the<br />

principle of “first arrived, first served” during and after the 3 month period.<br />

Subscriptions payments will in principle (subject to the risks outlined above) be made at the latest three bank business days in<br />

Luxembourg after the valuation day in one of the compartment’s currencies of expression.<br />

Further to the provisions of section “<strong>Investment</strong> and repatriation risks”, the payment of redemptions proceeds will in principle be made<br />

within three bank business days in Luxembourg after the valuation day.<br />

Requests for subscription and for redemptions can be made in amount and number of units.<br />

Conversions from this compartment to other compartment within the Fund and conversely are not authorised.<br />

Commissions and fees – “I” Class<br />

Payable by the Unitholder:<br />

Front-end load:<br />

- payable to sales agent: maximum: none<br />

- payable to the compartment: none<br />

Redemption:<br />

- payable to sales agent: none<br />

- payable to the compartment: none<br />

Payable by the compartment:<br />

Administration: up to 0.125% per year<br />

Custody: up to 0.12% per year<br />

Management: 1.65%<br />

Taxe d’abonnement: 0.01% (the value of assets represented by units in other UCI is exempt from the taxe d’abonnement<br />

provided that these units have already been subject to the taxe d’abonnement)<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 36/38


Additional information<br />

Listing:<br />

None<br />

Launch date:<br />

The first subscription date in the subfund is on 28 June 2011. The first NAV is on 1st July 2011 and is set at a price of USD 1,000.00<br />

per Unit for “I” Share<br />

<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 37/38


<strong>BNP</strong> <strong>Paribas</strong> Flexi IV - Offering Document - Part II - version of JUNE 2011 38/38

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