PARVEST (the "Sicav")

Transcription

1 PROSPECTUS relating to the permanent offer of shares in the UMBRELLA SICAV PARVEST (the "Sicav") Société d investissement à capital variable Investment Company with Variable Capital SEPTEMBER

2 TABLE OF CONTENTS DISCLAIMER... 4 PROSPECTUS I. STRUCTURE OF THE SICAV... 6 II. GENERAL DESCRIPTION Introduction The Sicav The Sub-funds III. MANAGEMENT AND ADMINISTRATION Board of Directors Management Company Managers and Sub-Manager(s) Advisor for the Selection of the Managers and Sub-Manager(s) Sustainable and Responsible Investment (SRI) Advisory Committee Strategic Committee Custodian, Principal Paying Agent, Registrar and Transfer Agent Paying Agent in Luxembourg Distributors and Nominees Audit of the Sicav s Operations IV. THE SHARES General Principles Issue of Shares and Subscription Price Redemption of Shares Conversion of Shares into Shares of Other Sub-Funds Conversion of Currencies Fees and Costs Stock Exchange Listing V. NET ASSET VALUE General Principles A. Definition and Calculation of the Net Asset Value B. Definition of the Pools of Assets C. Valuation of the Assets Suspension of Calculation of the Net Asset Value of Issues, Conversions and Redemptions of Shares VI. DIVIDENDS Distribution Policy Payment VII. COSTS TO BE BORNE BY THE SICAV Direct Costs Indirect Costs VIII. TAX STATUS APPLICABLE LAW OFFICIAL LANGUAGE Tax Status A. Taxation of the Sicav B. Taxation of the Sicav s Shareholders Applicable Law Official Language IX. FINANCIAL YEAR MEETINGS REPORTS Financial Year Meetings Periodic Reports Page 2

3 X. LIQUIDATION OF THE SICAV CLOSURE, MERGER AND SPLIT OF SUB-FUNDS, CATEGORIES OR CLASSES Liquidation of the Sicav A. Minimum Assets B. Voluntary Liquidation Closure, Merger and Split of Sub-Funds, Categories or Classes A. Closure of Sub-funds, Categories or Classes B. Merger of Sub-funds, Categories or Classes C. Split of Sub-funds, Categories or Classes XI. INFORMATION AVAILABLE DOCUMENTS Available Information A. Net Asset Value B. Issue and Redemption Prices C. Notices to Shareholders Available Documents APPENDICES Appendix I INVESTMENT POLICIES OF THE SUB-FUNDS, DERIVATIVES General Investment Provisions Derivatives Optional and Mandatory Repurchase and Reverse Repurchase Agreements, Securities Lending and Borrowing Investment Policies of the Sub-funds Sub-funds Reference Currencies Appendix II INVESTMENT RESTRICTIONS Appendix III THE "PROTECTED" SUB-FUNDS: CHARACTERISTICS Appendix IV SUMMARY OF MANAGEMENT FEES PER SUB-FUND AND CATEGORY Appendix V PERFORMANCE FEE: CALCULATION AND SUMMARY Appendix VI TABLES OF THE MANAGERS AND SUB-MANAGER(S) Appendix VII LIST OF SOPHISTICATED SUB-FUNDS Appendix VIII ADVISORY FEE Appendix IX ANNUAL DISTRIBUTION FEE (CATEGORY N) Appendix X OTHER COSTS

4 DISCLAIMER 1. General disclaimer Parvest (the "Sicav") is listed on the official list of undertakings for collective investment (UCI) pursuant to the law of 20 December 2002 relating to UCIs and all amendments thereto. Such listing should in no way be taken as a positive assessment of any kind by the Luxembourg financial services authority, the Commission de Surveillance du Secteur Financier ("CSSF"), of the quality of the securities offered for sale. The Sicav s Board of Directors has taken all possible precautions to ensure that the facts indicated in this prospectus are true and accurate and that no important point has been omitted which could render any of the statements contained herein incorrect. The Sicav s Board of Directors accepts responsibility for the accuracy of the information contained in the prospectus as at the date of its publication. Accordingly, any information or statement not contained in the prospectus, in the appendices to the prospectus or in the reports that form an integral part hereof, should be regarded as unauthorised. Neither the remittance of this prospectus, nor the offer, issue or sale of shares of the Sicav, shall constitute a representation that the information given in this prospectus is correct at any time subsequent to the date hereof. In order to take account of important changes such as the opening of a new sub-fund, category or class of shares, this prospectus and its appendices will be updated as and when required. Subscribers are therefore advised to contact the Sicav in order to establish whether any subsequent prospectus has been published. 2. Disclaimer concerning the marketing of the Sicav The Sicav is authorised as an Undertaking for Collective Investment in Transferable Securities ("UCITS") in Luxembourg. Its marketing is fully or partially authorised in Luxembourg and in the following countries: Austria, Belgium, Cyprus, Czech Republic, Finland, France, Germany, Greece, Hong Kong, Hungary, Italy, Jersey, Lebanon, Lichtenstein, Macao, Malta, Netherlands, Norway, Portugal, Singapore, Slovakia, Spain, Sweden, Switzerland, Taiwan and the United Kingdom; its shares may be offered and sold in all of these countries. No steps have been taken to allow the public offering of the shares in any other jurisdiction in which such measures would be necessary. In short, prior to any subscription in a country in which Parvest is registered, prospective investors should check the sub-funds, categories and classes of shares that are authorised to be marketed; they should also check the existence of any legal and foreign exchange constraints on the subscription, purchase, holding or sale of shares of the Sicav. Investors are specifically advised to check the costs and other charges that may be invoiced by any paying agent located in a jurisdiction in which the shares are offered and who carries out any subscription or redemption transaction. Lastly, this prospectus does not constitute a sales solicitation and may not be used for the purpose of a public offering or a sales solicitation in any jurisdiction in which the marketing of the shares of the Sicav is not authorised. 3. Disclaimer concerning investor profile No steps have been taken to register the Sicav or its shares with the US Securities and Exchange Commission under the US Investment Company Act of 1940, as amended, or any other applicable securities law. Accordingly, this document may not be taken or transmitted to, or distributed in, the USA, its territories or possessions, and remitted to a "US person" as defined by Regulation S of the US Securities Act of 1933, as amended, except in connection with transactions that are exempt from registration under the US Securities Act of Any failure to comply with these restrictions may constitute a violation of the US securities laws. Lastly, this prospectus may not be remitted to any "unauthorised person" within the meaning of article 11 of the Articles of Association (statuts) or any person who may not legally be able to receive it or in respect of whom a sales solicitation is unlawful. Investors shall notify the Sicav and/or the Transfer Agent and the Registrar i) when they become "unauthorised persons" or ii) when they hold shares in the Sicav in breach of the applicable laws and regulations, this prospectus or the Sicav's Articles of Association, or iii) in any circumstances which may have fiscal, legal and/or regulatory consequences for the Sicav or the shareholders or which may otherwise have a negative impact on the Sicav or other shareholders. 4

5 4. Disclaimer concerning subscriptions Shares of the various Parvest sub-funds must be subscribed solely on the basis of the information contained in the simplified prospectus(es). If you are considering subscribing for shares, you should first read the simplified prospectus(es) carefully together with the full prospectus and its appendices, which include in particular information on the various sub-funds investment policies, and you should also consult the Sicav s most recent financial reports, copies of which are available from BNP Paribas Investment Partners Luxembourg ("BNPP IP Lux"), from local agents, if any, or from the entities marketing the shares of the Sicav. 5. Disclaimer concerning investments in the Sicav Investing in the Sicav involves risks, including in particular those associated with stock and bond markets, currency exchange rates and interest rate volatility. There can be no assurance that the Sicav s sub-funds will achieve their objectives, and past performance is no guarantee of future results. Investors are invited to refer to section II.3 "General Description Sub-Funds Sub-Fund Risk Profile" for further information. Investors are advised to consult their own financial, legal and tax advisors prior to investing in the Sicav to determine whether an investment in the Sicav is suitable for them. 6. Processing of personal data The Sicav, the Management Company, the Transfer Agent and the Registrar as well as other companies of the BNP Paribas Group and distributors/nominees may collect, record, transfer, process, use and hold personal data relating to investors. Such information may inter alia be used to satisfy the identification obligations imposed by the laws on money laundering and terrorist financing. Such information will not be disclosed to unauthorised third parties. By subscribing the Sicav's shares, the investor consents to such processing of personal data. 5

6 I. STRUCTURE OF THE SICAV REGISTERED OFFICE 33, rue de Gasperich, L-5826 Howald-Hesperange, Grand Duchy of Luxembourg BOARD OF DIRECTORS CHAIRMAN OF THE COMPANY Mr Philippe Marchessaux Director and Chief Executive Officer BNP Paribas Investment Partners, Paris Mr Marnix Arickx Head of Fund Engineering BNP Paribas Investment Partners Belgium, Brussels Mr Vincent Camerlynck International Head of Institutional Sales BNP Paribas Investment Partners, London Mr Christian Dargnat Head of Investments Multi-Expertise Investments Centres BNP Paribas Investment Partners, Paris Mr Nicolas Faller International Head of Distribution Sales BNP Paribas Investment Partners, Paris Mr Anthony Finan Head of Marketing and Communication BNP Paribas Investment Partners, Paris Mr Guy de Froment Chairman BNP Paribas Investment Partners UK Ltd, London Mr Marc Raynaud Chairman BNP Paribas Investment Partners, Luxembourg Head of Global Funds Solutions BNP Paribas Investment Partners, Paris Mr William De Vijlder Head of Investments Partners & Alternative Investments BNP Paribas Investment Partners, Brussels DIRECTORS OF THE COMPANY Mr Christian Volle Director BNP Paribas Investment Partners Luxembourg, Howald-Hesperange, Grand Duchy of Luxembourg GENERAL MANAGER Mr Anthony Finan Head of Marketing and Communication BNP Paribas Investment Partners, Paris 6

7 SECRETARY GENERAL Mr Stéphane Brunet Managing Director BNP Paribas Investment Partners Luxembourg Howald-Hesperange, Grand Duchy of Luxembourg PROMOTER BNP Paribas S.A. 16 boulevard des Italiens, Paris, France MANAGEMENT COMPANY BNP Paribas Investment Partners Luxembourg 33, rue de Gasperich, L 5826 Howald-Hesperange Grand-Duchy of Luxembourg BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY Chairman of the Management Company Mr Marc Raynaud Head of Global Funds Solutions BNP Paribas Investment Partners, Paris Directors of the Management Company Mr Marnix Arickx Head of Fund Engineering BNP Paribas Investment Partners Belgium, Brussels Mr Pieter Croockewit Head of Europe BNP Paribas Investment Partners BE Holding, Brussels Mr Anthony Finan Head of Marketing and Communication BNP Paribas Investment Partners, Paris Mr Stéphane Brunet Managing Director BNP Paribas Investment Partners Luxembourg, Howald- Hesperange, Grand Duchy of Luxembourg Mr Nicolas Faller International Head of Distribution Sales BNP Paribas Investment Partners, Paris Mr Eric Martin Chief Executive Officer BNP Paribas Luxembourg, Grand Duchy of Luxembourg Mr Christian Volle Director BNP Paribas Investment Partners Luxembourg, Howald- Hesperange, Grand Duchy of Luxembourg 7

8 MANAGERS AllianceBernstein L.P Avenue of the Americas New York, NY 10105, USA BNP Paribas Asset Management 1, boulevard Haussmann, Paris, France BNP Paribas Asset Management, Inc. 200 Park Avenue, 45 th Floor New York, NY 10166, USA BNP Paribas Investment Partners Japan Ltd GranTokyo North Tower, 9-1, Marunouchi 1-chome Chiyoda-ku, Tokyo , Japan CamGestion 11, boulevard Haussmann, Paris, France Fortis Investment Management UK Ltd (will change its name to Fischer Francis Trees & Watts UK Ltd with effect on 1 October 2010) 5 Aldermanbury Square, London EC2V 7HR, UK Impax Asset Management Limited Mezzanine Floor, Pegasus House, Sackville Street London W1S 3DG, UK Neuberger Berman LLC 605 Third Avenue New York, NY 10158, USA Overlay Asset Management 1, boulevard Haussmann Paris, France BNP Paribas Asset Management Brasil Ltda Av. Juscelino Kubitchek Andar Sao Paulo SP, Brazil BNP Paribas Investment Partners Asia Limited 30/F Three Exchange Square 8 Connaught Place, Central, Hong Kong BNP Paribas Investment Partners Netherlands N.V. Burgerweeshuispad Tripolis 200 PO Box NL-1008 DG Amsterdam, Netherlands Fischer Francis Trees & Watts, Inc. 200 Park Avenue, 46 th Floor New York, NY 10166, USA FundQuest 1, boulevard Haussmann, Paris, France IT Asset Management 122, rue La Boétie Paris, France Optimum Investment Advisors, LLC 100 South Wacker Drive, Suite 2100 Chicago, IL 60606, USA Pzena Investment Management, LLC 120 West 45 th Street, 20 th Floor New York, NY 10036, USA Shinhan BNP Paribas Asset Management Co., Ltd GoodmorningShinhan Tower 18F, 23-2, Yoido-Dong Youngdeungpo-Gu, Seoul, , Korea SUB-MANAGER(S) Sumitomo Mitsui Asset Management Company Limited Atago Green Hills, Mori Tower, 28F, Atago Minato-ku Tokyo , Japan ADVISOR FOR SELECTION OF THE MANAGERS AND SUB-MANAGER(S) FundQuest 1, boulevard Haussmann Paris, France SUSTAINABLE AND RESPONSIBLE INVESTMENT (SRI) ADVISORY COMMITTEE 8

9 CHAIRMAN Mr Karl-Hendrik Robert, Founder and Director, "The Natural Step", Stockholm (Sweden) MEMBERS Dr Maritta R.v.B. Koch-Weser Director Global Exchange for Social Investment London, UK Mr Robert Rubinstein Founder and Director "Brooklyn Bridge" Amsterdam, Netherlands Mr Cyril Lin Founder and Managing Director IFG Development Initiatives Oxford, UK Mr Raymond Van Ermen Executive Director "European Partners for the Environment" Brussels, Belgium STRATEGIC COMMITTEE CHAIRMAN Mr Gilles de Vaugrigneuse, Board Member, BNP Paribas Investment Partners, Paris MEMBERS Ms Marie-Claire Capobianco, Head of Wealth Management Networks, BNP Paribas, Paris Mr Hervé Cazade, Head of Savings and Financial Security Retail Banking, France, BNP Paribas Assurance, Paris Mr Vincent Lecomte, COO, Wealth Management, BNP Paribas, Paris Mr Olivier Le Grand, Chairman and CEO, Cortal Consors, Paris Mr Eric Martin, CEO, BNP Paribas Luxembourg, Luxembourg Mr Yves Martrenchar, Head of Distribution, Markets and Solutions Retail Banking, BNP Paribas, Paris Mr Olivier Maugarny, Head of Products and Services Wealth Management, BNP Paribas, Paris BGL BNP Paribas S.A., represented by Mr Carlo Friob, Luxembourg BNP Paribas Fortis S.A., Brussels, represented by Mr Peter Vandekerckhove ASR Nederland N.V., represented by Mr Jack Th. M. Julicher, Utrecht CUSTODIAN BNP Paribas Securities Services, Luxembourg branch 33, rue de Gasperich, L-5826 Howald-Hesperange Grand-Duchy of Luxembourg PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR BNP Paribas Securities Services, Luxembourg branch 33, rue de Gasperich, L-5826 Howald-Hesperange Grand-Duchy of Luxembourg PAYING AGENT IN LUXEMBOURG 9

10 BNP Paribas Luxembourg 10A, boulevard Royal, L-2093 Luxembourg Grand-Duchy of Luxembourg AUDITOR PricewaterhouseCoopers 400, route d Esch, L-1014 Luxembourg Grand-Duchy of Luxembourg SUPERVISORY AUTHORITY Commission de Surveillance du Secteur Financier 110, route d Arlon, L-2991 Luxembourg Grand-Duchy of Luxembourg 10

11 II. GENERAL DESCRIPTION 1. INTRODUCTION Parvest is a Luxembourg investment company with variable capital (société d investissement à capital variable "Sicav") with multiple sub-funds, created by the BNP Paribas group. The Sicav has been authorised pursuant to the Luxembourg Law of 20 December 2002 on undertakings for collective investment (the "Law"). The Sicav was incorporated in Luxembourg on 27 March 1990 for an unspecified duration. The Sicav is subject, in particular, to the provisions of Part I of the Law, which relate specifically to UCIs as defined by the European Directive of 20 December 1985 (85/611/EEC), as amended by European Directive 2001/108/EC ("Directive 85/611/EEC"), and the law of 10 August 1915 on commercial companies, as amended. The Sicav is managed by BNP Paribas Investment Partners Luxembourg ("BNPP IP Lux") and by the managers and sub-managers. The Sicav is an investment vehicle consisting of various sub-funds, each relating to a portfolio of specific assets made up of transferable securities and/or other liquid financial assets denominated in various currencies. For the purpose of relations between investors, each sub-fund is treated as a separate entity. Investors are only entitled to the assets and income of the sub-fund in which they have invested, in proportion to the amount of their investment. Each subfund s liabilities will only be covered by that sub-fund s assets. Each sub-fund may offer several categories of shares as defined in section IV below and in appendix IV to this prospectus. Certain categories may offer two classes of shares: capitalisation shares ("capitalisation shares" or "capitalising shares") and distribution shares ("distribution shares" or "distributing shares"). The terms and conditions governing the issue, redemption and conversion of the shares are set out in section IV. The terms or abbreviations set out below refer to the following currencies: AUD BRL CHF CAD EUR Australian dollar Brazilian real Swiss franc Canadian dollar Euro GBP JPY SGD USD Pound sterling Japanese yen Singaporean dollar United States dollar 2. THE SICAV The Sicav s minimum capital is set at EUR 1,250,000 (one million two hundred and fifty thousand Euros). The Sicav's capital is at all times equal to the sum of the values of the net assets of its sub-funds and is represented by shares with no par value. Changes to the capital are effected "ipso jure" and with no requirement to comply with measures regarding publication of notices and entry in the Luxembourg Trade and Companies Register prescribed for increases and decreases of capital of limited companies ("sociétés anonymes"). The Sicav s Articles of Association were published in the Mémorial, C, Recueil des Sociétés et Associations (the "Mémorial"), on 26 September 1990 after having been filed with the Registrar of the District Court of and in Luxembourg, where they may be consulted. The updated Articles of Association were filed with the Registrar of the District Court of and in Luxembourg a number of times, the last of which was on 7 April 2006, and were published in the "Mémorial" on 25 April Copies of the updated Articles of Association may be obtained from the Registrar of the District Court of and in Luxembourg upon payment of the Registrar s costs. The Sicav is entered in the Luxembourg Trade and Companies Register under number B THE SUB-FUNDS 11

12 The Sicav comprises various sub-funds, each with its own separate investment policy and reference currency, as defined in Appendix I to the prospectus. Subscribers may opt for the sub-fund whose investment strategy best meets their objectives and their profile. The Sicav may create new sub-funds. In such an event, this prospectus will be amended accordingly and will contain detailed information on the new sub-funds. The decision to open any new sub-fund mentioned in the prospectus will be taken by the Board of Directors. More particularly, the Board will determine the initial subscription price and initial subscription period/day as well as the payment date of initial subscriptions. Investor Profile Shares in the Sicav s sub-funds are available to both retail investors and to institutional investors, who are eligible for a special category of shares when their investments exceed a predetermined threshold. Because Parvest is structured as an umbrella Sicav comprising various sub-funds, it offers its shareholders a broad choice of investments allowing them to manage their portfolio of securities and/or other liquid financial assets. Sub-Fund Performance For information on the performance of the sub-funds, investors are invited to consult the latest version of the relevant sub-fund s simplified prospectus. Past performance is no guarantee of future results. Sub-Fund Risk Profile Potential investors are asked to carefully read the prospectus in full before making any investment. There can be no assurance that the Sicav s sub-funds will achieve their investment objectives, and past performance is no guarantee of future results. Investments may also be affected by changes to the rules and regulations governing exchange controls or taxation, including withholding tax, or by changes to economic and monetary policies. Lastly, investors are informed that the sub-funds may not achieve their performance objectives and that they may not recover the full amount of capital invested (minus subscription fees paid). The sub-funds are exposed to various risks, depending on their respective investment policies. The main risks to which sub-funds may be exposed are listed below. Investors are invited to refer to each sub-fund s simplified prospectus for information on the risks specifically associated with investments in that sub-fund. Risks associated with equity markets The risks associated with investments in equities (and similar instruments) include significant fluctuations in prices, negative information on the issuer or the market, and the subordinate nature of equities to any bonds issued by the same company. The impact of fluctuations is likely to be accentuated for short-term investments. The risk that the performance of one or more companies declines or stagnates may have a negative impact on the performance of the portfolio as a whole at any given time. There is no guarantee that values will appreciate. The value of assets and the amount of income generated by them may fall instead of rising, and investors may not get back the amount they initially invested. There is no guarantee that the investment objective will be achieved. Some sub-funds may invest in companies making an initial public offering. In such cases there is a risk that the price of the newly floated share is more volatile due to factors such as the absence of previous trading, unseasonal transactions, the limited number of securities available for trading and a lack of information on the issuer. A sub-fund may hold this type of asset for a very short time, which will increase the costs. Sub-funds investing in growth stocks may be more volatile than the market generally, and may react differently to economic, political or market developments and changes affecting the issuer. Traditionally, growth stocks are more volatile than other securities, especially over very short periods. They may also have a lower price-to-earnings ratio than other types of equities. This means growth stocks may react more violently to variations in earnings growth. The objective of some sub-funds may be to amplify market movements, which results in a higher-than-average volatility. The managers may temporarily take a more defensive approach if they consider that the market or the economy of the country in which the sub-fund invests is overly volatile or is experiencing a general and persistent decline, or in any other detrimental circumstances. In such cases, the sub-fund may be unable to achieve its investment objective. 12

13 Risks associated with derivatives The sub-fund may use derivative instruments and techniques under the conditions described in Appendices I and II to the Prospectus (particularly warrants on securities, securities, interest rate, currency, inflation and volatility swaps and other derivatives, contracts for difference (CFD), credit default swaps (CDS), EMTN, futures contracts, or securities, interest rate or futures options, etc.), for the purpose of hedging (use of derivatives for hedging) and/or to optimise return on the portfolio management (use of derivatives for trading). Investors are informed that the use of derivatives for trading involves use of leverage. This increases the volatility of a sub-fund s performance. Currency risk A sub-fund holds assets denominated in currencies other than its reference currency. It may be affected by changes in rates of exchange between the reference currency and these other currencies or by changes to exchange control regulations. If the currency in which an asset is denominated appreciates against the sub-fund s reference currency, the security s equivalent value in the reference currency will also appreciate. Conversely, a depreciation in the currency will result in a fall in the security s equivalent value in the reference currency. There can be no assurance that transactions executed by the manager or sub-manager to hedge against currency risks will be 100% successful. Interest rate risk The value of investments may be affected by fluctuations in interest rates, which may be influenced by a number of factors or events, such as monetary policies, discount rates and inflation. Investors are informed that when interest rates rise the value of investments in bonds and debt securities will fall. Credit risk This is the risk that the credit rating of an issuer of bonds to which a sub-fund is exposed may be downgraded, thus causing the value of the investments to fall. This risk is linked to the issuer s ability to settle its debts. If the rating of an issue or issuer is downgraded this may cause the value of the related debt securities in which the sub-fund has invested to fall. Certain strategies may involve investing in bonds issued by issuers with a high credit risk (high-yield securities). Investing in sub-funds that invest in high-yield bonds presents a higher risk due to greater currency fluctuations or the quality of the issuer. Liquidity risk There is a risk that sub-funds assets become illiquid because the market in them is particularly thin (often evidenced by a very broad bid-ask spread or substantial changes in price), or if their rating is downgraded or if the economic situation deteriorates. As a result, it may not be possible to sell or buy these assets quickly enough to prevent or minimise a loss. Risks associated with the commodities markets The commodities markets may fluctuate significantly with prices rising or falling sharply, and this will have a direct impact on the value of equities and equity equivalent securities in which the sub-fund may invest and/or on the index(es) to which the sub-fund may be exposed. In addition, the underlying assets may perform very differently to the traditional securities markets (equities, bonds, etc.). Counterparty risk This risk relates to the quality of the counterparty with whom the management company does business, in particular for the settlement/delivery of financial instruments or the conclusion of financial forward contracts. The risk reflects the counterparty s ability to honour its commitments (payment, delivery, repayment, etc.). Risks associated with warrants Investors are informed that warrants are complex, volatile and high-risk instruments, and that the probability of losing the entire amount invested is high. Furthermore, one of the key features of warrants is the use of leverage, which 13

14 means that a variation in the value of the underlying asset may have a disproportionate impact on the value of the warrant. Lastly, if the market is illiquid there is no guarantee that the warrant will be able to be sold on a secondary market. Risks associated with inflation Returns on short-term investments may not match the rate of inflation, thus resulting in a reduction in the investor s purchasing power. Tax-related risks The value of an investment may be affected by differences in applicable taxes between countries, such as withholding tax, or by changes in the country s government, economic policy or monetary policy. This means that no guarantee can be given that the investment objectives will be achieved. Risks associated with investment strategies (a) The sub-fund s investment approach focuses on "growth" equities. Such "growth" equities may underperform the wider market. (b) The sub-fund s investment approach focuses on "high-yield" and/or "value" (undervalued) securities. Such "value" equities may underperform the wider market. (c) Investments by theme- or sector-based sub-funds are limited to a fairly small segment of the economy or a specialist sector. These sub-funds diversify their investments less than sub-funds that invest in all sectors of the economy. This generally leads to a higher level of volatility. The sub-fund may underperform the wider market. (d) As the sub-fund invests or may invest most of its assets in Below Investment Grade securities (with a low rating), its net asset value may be more volatile than that of traditional, bond sub-funds and payment default by issuers of securities in the portfolio cannot be ruled out. In addition, certain securities can only be traded on over-the-counter markets, and the manner in which these markets operate in terms of security of transactions and transparency may differ significantly from that of Regulated Markets. (e) The sub-fund is exposed to risks associated with securitisation instruments (Asset Backed Securities (ABS), Mortgage Backed Securities (MBS), etc.), for which the credit risk relates essentially to the quality of the underlying assets, which may vary in type (bank receivables, debt securities, etc.) and which may present a liquidity risk. These instruments derive from complex operations that may entail legal risks and other specific risks related to the characteristics of the underlying assets. Realisation of these risks may cause the sub-fund s net asset value to fall. (f) Sophisticated sub-funds may make use of complex investment strategies and/or financial instruments in order to boost performance. The risk management approach used by this sophisticated sub-fund is based on a Value-at-Risk (VaR) model which calculates the probability of the sub-fund s maximum loss for a particular confidence level and time horizon. Accordingly, investment in this sub-fund may result in exposure to risks related to the use of leverage (risk that losses exceed the initial investment) and/or the taking of short positions (risk that the position cannot be bought back to close it out) and/or the use or valuation of these complex derivatives (counterparty risk, liquidity risk and volatility risk) and/or risk management (model risk and market risk). (g) The sub-fund may make use of arbitrage strategies to boost performance, by trying to predict future trends on certain markets in relation to others. These strategies may result in exposure to risks related to the use of leverage (risk that losses exceed the initial investment) and/or the taking of short positions (risk that the position cannot be bought back to close it out) and/or the non-occurrence of certain events predicted in arbitrage transactions involving external risks. These risks may cause the value of the relevant assets to fall. (h) The sub-fund s assets may be partially exposed to alternative investment strategies. Each alternative investment strategy involves specific risks, such as risks related to the valuation of market positions taken by the manager or submanager, their low liquidity, use of leverage (risk that losses exceed the initial investment) or the taking of short positions (risk that the position cannot be bought back to close it out). These risks may cause the value of the relevant assets to fall. (i) The sub-fund may invest in BNP Paribas Group funds or third party funds, the performance of which may fluctuate as a result of their exposure to the financial markets. Risks associated with emerging markets and small market capitalisations Sub-funds that invest in emerging markets, small market capitalisations or specialist or small sectors may experience higher volatility than others, due to the high degree of concentration, increased uncertainty because of the poorer quality of the available information, reduced liquidity or greater sensitivity to changes in market conditions (social, 14

15 political and economic conditions). Moreover, some emerging markets offer less security than most of the world s developed markets. For this reason, services provided in connection with transactions, settlement or custody on behalf of funds investing in emerging markets may entail a higher risk. The Company and the investors accept these risks. Investments on the Russian market are made via the Russian Trading System Stock Exchange, or "RTS Stock Exchange", which brings together a large number of Russian issuers and permits an almost comprehensive cover of the Russian equities markets. The choice of the RTS Stock Exchange allows investors to benefit from the liquidity of the Russian market without having to trade in the local currency, as this exchange allows all issuers to trade directly in USD. Smaller companies may not be able to raise the additional capital required for growth and development, may lack management vision or may develop products for new and untested markets. Some of these markets are not currently considered to be regulated markets and direct investments on these markets (other than ADR and GDR), combined with investments in unlisted securities, are limited to 10% of the net assets. Risks associated with investments in China Investments in China involve risks associated with the restrictions imposed on foreign investors, counterparty risks, a more volatile market and the risk that some assets in the portfolio have a limited liquidity. This means that some equities may not be available for investment by the sub-fund because the maximum authorised number of foreign investors or amount of investments by foreign investors has been reached. Moreover, the repatriation by foreign investors of their share of net profits, capital or dividends may be restricted or require authorisation from the government. The Sicav will only invest if it considers that the restrictions are acceptable. However, there is no guarantee that additional restrictions will not be introduced in the future. Summary Tables List of sub-funds The tables contained in this section respectively show sub-funds currently available for subscription and sub-funds that have not been launched as at the date of this prospectus. Not all the share categories and classes are available in each sub-fund. For further information, please refer to section IV, points 1.A and 1.B of this prospectus. 15

16 1. Active sub-funds I. Equities sub-funds A. Multi-style management C. Growth management PARVEST EQUITY ASIA EX-JAPAN PARVEST EQUITY EUROPE ALPHA PARVEST EQUITY AUSTRALIA PARVEST EQUITY EUROPE GROWTH PARVEST EQUITY BRAZIL PARVEST EQUITY BRIC D. Theme/sector-based management PARVEST EQUITY CHINA PARVEST EQUITY EURO PARVEST ENVIRONMENTAL OPPORTUNITIES PARVEST EQUITY EURO SMALL CAP PARVEST EQUITY EUROPE FINANCE PARVEST EQUITY EUROPE CONVERGING PARVEST EQUITY HIGH DIVIDEND EUROPE PARVEST EQUITY EUROPE EMERGING PARVEST EQUITY GLOBAL BRANDS PARVEST EQUITY EUROPE LS30 PARVEST EQUITY WORLD NEXT GENERATION (2) PARVEST EQUITY EUROPE MID CAP PARVEST EQUITY WORLD RESOURCES PARVEST EQUITY EUROPE SMALL CAP PARVEST EQUITY WORLD TECHNOLOGY INNOVATORS PARVEST EQUITY FRANCE PARVEST GLOBAL ENVIRONMENT PARVEST EQUITY GERMANY PARVEST REAL ESTATE SECURITIES EUROPE PARVEST EQUITY INDIA PARVEST SUSTAINABLE EQUITY EUROPE PARVEST EQUITY JAPAN PARVEST STEP 80 WORLD EMERGING (EUR) (1) (2) PARVEST EQUITY JAPAN SMALL CAP PARVEST STEP 80 WORLD EMERGING (USD) (1) (2) PARVEST EQUITY LATIN AMERICA PARVEST STEP 90 EURO (1) PARVEST EQUITY RUSSIA PARVEST EQUITY SOUTH KOREA E. Absolute Return strategies PARVEST EQUITY SWITZERLAND PARVEST EQUITY TURKEY PARVEST ABSOLUTE RETURN EUROPE LS PARVEST EQUITY UK PARVEST EQUITY USA MID CAP F. Flexible management PARVEST EQUITY USA PARVEST EQUITY WORLD PARVEST FLEXIBLE EQUITY EUROPE PARVEST EQUITY WORLD EMERGING B. Value management PARVEST EQUITY EUROPE VALUE PARVEST EQUITY USA SMALL CAP PARVEST EQUITY USA VALUE (1) This sub-fund is protected by a guarantee, described in Appendix III to this prospectus. For purposes of the guarantee this sub-fund is referred to as the "Protected Sub-Fund". (2) These sub-funds invest more than 10% of their assets in shares or units issued by other UCITS or UCIs. 16

17 II. Bond sub-funds A. Government bonds D. Convertible bonds PARVEST BOND EURO GOVERNMENT PARVEST BOND EURO LONG TERM B. Private bonds PARVEST BOND EURO CORPORATE PARVEST BOND EUROPE HIGH YIELD PARVEST BOND USA HIGH YIELD PARVEST BOND WORLD CORPORATE PARVEST BOND WORLD HIGH YIELD PARVEST ENHANCED CASH 18 MONTHS PARVEST ENHANCED CASH 1 YEAR PARVEST ENHANCED CASH 6 MONTHS PARVEST CONVERTIBLE BOND ASIA PARVEST CONVERTIBLE BOND EUROPE PARVEST CONVERTIBLE BOND EUROPE SMALL CAP E. Theme-based management PARVEST BOND EURO INFLATION-LINKED PARVEST BOND EURO PREMIUM PARVEST BOND WORLD ABS PARVEST BOND WORLD INFLATION-LINKED PARVEST SUSTAINABLE BOND EURO CORPORATE F. Absolute Return strategies C. Mixed bonds PARVEST ABSOLUTE RETURN EUROPE BOND PARVEST ABSOLUTE RETURN WORLD BOND (USD) PARVEST BOND EURO PARVEST BOND EUROPE G. Flexible management PARVEST BOND EURO MEDIUM TERM PARVEST BOND EURO SHORT TERM PARVEST FLEXIBLE BOND EUROPE CORPORATE PARVEST BOND JPY PARVEST BOND USD PARVEST BOND WORLD PARVEST BOND WORLD EMERGING III. Short Term sub-funds PARVEST SHORT TERM CHF PARVEST SHORT TERM EURO PARVEST SHORT TERM EURO PREMIUM PARVEST SHORT TERM GBP PARVEST SHORT TERM USD IV. Diversified sub-funds A. Benchmarked management C. Absolute Return strategies PARVEST DIVERSIFIED CONSERVATIVE (1) PARVEST MULTI ASSETS 4 PARVEST DIVERSIFIED DYNAMIC (1) PARVEST MULTI ASSETS 4 (USD) B. Target Return management D. Theme-based management PARVEST TARGET RETURN PLUS (EURO) (1) PARVEST TARGET RETURN PLUS (USD) (1) PARVEST DIVERSIFIED EURO INFLATION PLUS (1) These sub-funds invest more than 10% of their assets in shares or units issued by other UCITS or UCIs. 17

18 V. Other sub-funds PARVEST ABSOLUTE RETURN WORLD CURRENCY 10 PARVEST COMMODITIES ARBITRAGE PARVEST WORLD AGRICULTURE PARVEST WORLD AGRICULTURE (USD) 2. Sub-funds which will be launched at a later date I. Equities sub-funds A. Multi-style management B. Theme/sector-based management PARVEST EQUITY MIDDLE EAST PARVEST EQUITY WORLD EMERGING MID AND SMALL CAP PARVEST EQUITY WORLD EMERGING NEW FRONTIERS PARVEST EQUITY WORLD MID CAP PARVEST EQUITY WORLD INFRASTRUCTURE PARVEST STEP 90 WORLD PARVEST SUSTAINABLE EQUITY WORLD EMERGING C. Flexible management PARVEST FLEXIBLE EQUITY WORLD EMERGING II. Bond sub-funds A. Private bonds B. Mixed bonds PARVEST BOND WORLD OPPORTUNITIES PARVEST BOND USA OPPORTUNITIES PARVEST BOND BRAZIL PARVEST BOND USD SHORT TERM III. Diversified sub-funds A. Flexible management PARVEST FLEXIBLE ASIA ALLOCATION (1) (1) This sub-fund invests more than 10% of its assets in shares or units issued by other UCITS or UCIs. 18

19 III. MANAGEMENT AND ADMINISTRATION 1. BOARD OF DIRECTORS The Sicav s Board of Directors is responsible for the administration and management of the assets of each of the Sicav s sub-funds. It may perform all management and administration actions on behalf of the Sicav; it may, in particular, purchase, sell, subscribe or exchange any transferable securities and exercise all rights directly or indirectly attached to the Sicav s assets. 2. MANAGEMENT COMPANY BNPP IP Lux is appointed as the Sicav s management company. It was incorporated for an unlimited period on 19 February 1988 in the form of a limited company ("société anonyme") under the laws of the Grand Duchy of Luxembourg. Its Articles of Association were most recently amended on 30 June Its registered office is at 33, rue de Gasperich in Howald-Hesperange and its capital stood at EUR 3 million as at 31 December Its majority shareholder is BNP Paribas Investment Partners, Paris. BNPP IP Lux is governed by chapter 13 of the Law and, in this capacity, is responsible for the collective management of the Sicav s portfolio. As provided in appendix II to the Law, these duties encompass the following tasks: (I) asset management. BNPP IP Lux may: - provide all advice and recommendations as to the investments to be made, - enter into contracts, buy, sell, exchange and deliver all transferable securities and any other assets, - exercise, on behalf of the Sicav, all voting rights attaching to the transferable securities constituting the Sicav s assets. (II) administration, which encompasses: a) legal and fund management accounting services for the Sicav, b) follow-up of customer enquiries, c) valuation of portfolios and pricing of the Sicav s shares (including all tax issues), d) regulatory compliance monitoring, e) maintenance of the Sicav s register of shareholders, f) distribution of the Sicav s income, g) issue and redemption of Sicav s shares (Transfer Agent s duties), h) settlement of contracts (including dispatch of certificates), i) recordkeeping. (III) marketing the Sicav s shares. In accordance with the laws and regulations currently in force and with the prior approval of the Sicav s Board of Directors, BNPP IP Lux is authorised to delegate, at its own expense, all or part of its duties and powers to any person or company which it may consider appropriate (the "agent(s)"), it being understood that the prospectus will be amended prior thereto and that BNPP IP Lux will remain fully responsible for the actions of such agent(s). Only the management duties and the duties of registrar and transfer agent are currently delegated, as described below. As at the date of this prospectus, BNPP IP Lux manages the BNP Paribas Comfort, BNP Paribas Flexi V, BNP Paribas High Quality Euro Bond Fund, BNP Paribas Islamic Fund, BNP Paribas Non Listed Real Estate Fund of Funds, BNP Paribas Quam Fund, EasyETF, EasyETF itraxx Europe Main, EasyETF FTSE EPRA Europe, EasyETF FTSE EPRA Eurozone, EasyETF itraxx Europe HiVol, EasyETF itraxx Crossover, EasyETF S&P GSCI Light Energy Dynamic TR, EasyETF S&P GSNE, EasyETF S&P GSAL, EasyETF S&P GSCI Capped Commodity 35/20, EasyETF S&P GSCI Ultra-Light Energy, EasyETF NMX30 Infrastructure Global, EasyETF NMX Infrastructure Europe, Euro Floor and Fortis Flexi IV funds, which are fonds communs de placement (mutual funds). 3. MANAGERS SUB-MANAGER(S) BNPP IP Lux is responsible for the management of the Sicav s sub-funds. However, it may delegate this duty to managers. 19

20 BNPP IP Lux may also authorise the managers to delegate some or all of their duties and powers to one or more submanagers, at their expense and under their responsibility, provided they obtain prior authorisation from the Sicav s Board of Directors. Supervision of the activities of the managers is the sole responsibility of BNPP IP Lux. However, the Sicav s Board of Directors assumes ultimate responsibility for management. The managers and sub-managers are authorised to buy or sell blocks of securities for subsequent allocation to the structures managed by them. The Managers are as follows: * ALLIANCEBERNSTEIN L.P. was incorporated in January 1971 as a limited partnership in Delaware. Its principal activity is asset management. AllianceBernstein L.P. is regulated by the US Securities and Exchange Commission, New York. * BNP PARIBAS ASSET MANAGEMENT, incorporated in Paris on 28 July 1980, is a subsidiary of BNPP Paribas Investment Partners, Paris. It has been authorised to operate as an asset management company by the Autorité des Marchés Financiers under number GP Its principal activity is third-party asset management and, on an ancillary basis, financial and commercial transactions of all types relating thereto. * BNP PARIBAS ASSET MANAGEMENT BRASIL Ltda was incorporated on 20 May Its principal activity is to act as advisor and manager, particularly in the field of financial investments. BNP Paribas Asset Management Brasil Ltda is a company of the BNP Paribas group. * BNP PARIBAS ASSET MANAGEMENT, INC. was incorporated in 1988 as a US corporation under the laws of the State of Delaware, and is a company of the BNP Paribas group. Its principal activities are asset management and investment advice. It has been authorised to operate as an investment advisor by the US Securities and Exchange Commission, under number * BNP PARIBAS INVESTMENT PARTNERS ASIA LIMITED was incorporated as a Hong Kong company on 29 October 1991 under the name ABN AMRO Asset Management (Asia) Ltd, and is a company of the BNP Paribas group. It has been authorised by the Securities and Futures Commission. * BNP PARIBAS INVESTMENT PARTNERS JAPAN LTD (previously called BNP Paribas Asset Management Japan Ltd) was incorporated in Tokyo on 9 November Its principal activities are to act as advisor and manager, particularly in the field of financial investments, and asset management. The shareholders of BNP Paribas Investment Partners Japan Ltd are members of the BNP Paribas group. * BNP PARIBAS INVESTMENT PARTNERS NETHERLANDS N.V. is a Dutch asset management company, incorporated on 23 April 1982, and a subsidiary of FIM S.A. * CAMGESTION is a French limited company ("société anonyme"). It was authorised to operate as an asset management company by the Autorité des Marchés Financiers under number GP on 26 November CamGestion is a BNP Paribas group company. * FISCHER FRANCIS TREES & WATTS, INC. was incorporated in New York on 24 August 1972 and operates as an advisor and manager specialising in the management of bond portfolios for institutional clients. It is regulated by the US Securities and Exchange Commission (SEC), New York. Fischer Francis Trees & Watts, Inc. is a BNP Paribas group company. * FORTIS INVESTMENT MANAGEMENT UK LTD is a UK asset management company, incorporated on 15 May 1970, and a subsidiary of FIM S.A. It will change its name to Fischer Francis Trees & Watts UK Ltd with effect on 1 October * FUNDQUEST was incorporated on 21 October 1994 as a partnership ("société en nom collectif") under French law. It is a BNP Paribas group company. On 27 December 2007 FundQuest was transformed into a simplified jointstock company ("société par actions simplifiée"). Its principal activity is asset management and it is regulated by the Autorité des Marchés Financiers, Paris. * IMPAX ASSET MANAGEMENT LIMITED was incorporated on 10 June 1998 in the form of an English private company limited by shares, and is a subsidiary of Impax Group plc, an asset management and investment advisory 20

21 company. Its principal activity is asset management and investment advisory services in the environmental markets sector, and it is more specifically specialised in alternative energy sources, waste management and water treatment. Impax Asset Management Limited is authorised and regulated by the Financial Services Authority, London. * IT ASSET MANAGEMENT was incorporated in 1994 as a limited company ("société anonyme") under French law. Its principal activity is third-party asset management mainly for insurance companies, as well as banks and asset management companies providing wealth management services for their clients. IT Asset Management is regulated by the Autorité des Marchés Financiers, Paris. * NEUBERGER BERMAN LLC was incorporated in Its principal activity is the management of transferable securities on behalf of institutions, investment funds and high-net-worth private clients. Neuberger Berman LLC is regulated by the US Securities and Exchange Commission, New York. * OPTIMUM INVESTMENT ADVISORS, LLC was incorporated on 28 December 1989 as a limited liability company organised under the laws of the State of Illinois, USA. Its principal activity is the management of assets on behalf of institutions and private clients. It is regulated by the US Securities and Exchange Commission, New York. Its majority shareholder is Optimum Investment Group, LLC. * OVERLAY ASSET MANAGEMENT was incorporated on 2 June 1998 as a limited company ("société anonyme") under French law. Its majority shareholder is BNP Paribas Investment Partners. Its principal activity is asset management and it specialises in foreign exchange risk management. It is regulated by the Autorité des Marchés Financiers, Paris. * PZENA INVESTMENT MANAGEMENT, LLC was incorporated on 27 November 1995 as a limited liability company organised and existing under the laws of the State of Delaware, USA. Its principal activity is the management of assets on behalf of institutions, investment funds and high-net-worth private clients. Pzena Investment Management, LLC is regulated by the US Securities and Exchange Commission, New York. * SHINHAN BNP PARIBAS ASSET MANAGEMENT CO. LTD was incorporated on 1 August 1996 in the form of a limited company under Korean law. Its principal activity is asset management. It is authorised and regulated by the Financial Supervisory Commission, Seoul. As at the date of this prospectus only one sub-manager has been appointed: * SUMITOMO MITSUI ASSET MANAGEMENT COMPANY LIMITED is a limited company under Japanese law. Its principal activity is asset management. Sumitomo Mitsui Asset Management Company Limited is regulated by the Financial Services Agency, Tokyo. Appendix VI to this prospectus shows, in table format, the sub-funds that are managed by each Manager and the Sub-Managers. Appendix IV to this prospectus shows the management fees that are paid to BNPP IP Lux, and those that it pays on to the Managers and Sub-Managers. 4. ADVISOR FOR THE SELECTION OF THE MANAGERS AND SUB-MANAGER(S) As the manager of the Sicav s sub-funds, BNPP IP Lux has appointed FundQuest (the "Advisor for the Selection of Managers") to assist it in the selection of the Managers and Sub-Manager(s) and the monitoring of relations with them. 5. SUSTAINABLE AND RESPONSIBLE INVESTMENT (SRI) ADVISORY COMMITTEE This committee advises on the investment research process and methodology for the PARVEST Sustainable Bond Euro Corporate, PARVEST Sustainable Equity Europe and PARVEST Sustainable Equity World Emerging sub-funds. 6. STRATEGIC COMMITTEE The Strategic Committee assists the Board of Directors in determining the Sicav s commercial strategy. 7. CUSTODIAN, PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT (I) Custodian and Principal Paying Agent BNP Paribas Securities Services, Luxembourg Branch (the "Custodian" or "BPSS Luxembourg") has been appointed Custodian and Principal Paying Agent. 21