FORTIS L FUND - BNP Paribas Investment Partners
FORTIS L FUND - BNP Paribas Investment Partners
FORTIS L FUND - BNP Paribas Investment Partners
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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