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 NOVEMBER

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-Managers Advisor for the Selection of Sub-Managers Steering 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 MANAGERS AND SUB-MANAGERS

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, France, Belgium, Switzerland, Netherlands, Germany, Italy, Austria, Spain, Greece, Hong Kong, the Czech Republic, Sweden, Taiwan, Portugal, Norway, Lebanon, Bahrain, Jersey, Finland, Liechtenstein, Hungary, Malta, the United Kingdom, Slovakia, Turkey, Korea, Cyprus, Panama, Singapore and Macao, and 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 Asset Management Luxembourg ("BNPP AM 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 Membre du Comité Exécutif BNP Paribas Investment Partners Administrateur, Directeur Général 1, boulevard Haussmann, Paris, France VICE-CHAIRMEN OF THE COMPANY Mr François Debiesse Responsable, BNP Paribas Global Wealth Management 16, boulevard des Italiens, Paris, France Mr Guy de Froment Vice-Président BNP Paribas Asset Management 1, boulevard Haussmann, Paris, France DIRECTORS OF THE COMPANY Mr Gilles de Vaugrigneuse Mr Jean Bego Administrateur, Vice Président Directeur Général Adjoint du Métier Assurance BNP Paribas Investment Partners BNP Paribas Assurance 1, boulevard Haussmann, Paris, France 1, boulevard Haussmann, Paris, France Mr Vincent Camerlynck Membre du Comité Exécutif BNP Paribas Investment Partners Responsable du Développement Commercial 1, boulevard Haussmann, Paris, France Ms Marie-Claire Capobianco Directeur, Banque Privée France BNP Paribas 16, boulevard des Italiens, Paris, France Mr Hervé Cazade Mr Christian Dargnat Responsable Epargne et Protection Financière Membre du Comité Exécutif Banque de Détail en France BNP Paribas Investment Partners BNP Paribas Assurance Directeur Général 16, boulevard des Italiens, Paris, France BNP Paribas Asset Management 1, boulevard Haussmann, Paris, France Mr Anthony Finan Membre du Comité de Direction BNP Paribas Investment Partners Responsable du Marketing 1, boulevard Haussmann, Paris, France Mr Vincent Lecomte Directeur Général Délégué Cortal Consors 1, boulevard Haussmann, Paris, France Mr Olivier Le Grand Mr Michel Longhini Président Directeur Général Président Directeur Général Cortal Consors BNP Paribas, Wealth Management International 1, boulevard Haussmann, Paris, France 16, boulevard des Italiens, Paris, France 6

7 Mr Jacques-Philippe Marson Mr Eric Martin Directeur Général Directeur Général BNP Paribas Securities Services BNP Paribas Luxembourg 3, rue d Antin, Paris, France 10A, boulevard Royal, Luxembourg Grand-Duchy of Luxembourg Mr Yves Martrenchar Mr Olivier Maugarny Responsable Marchés et solutions Responsable Produits et Services Financiers Banque de Détail, BNP Paribas Banque Privée, BNP Paribas 16, boulevard des Italiens, Paris, France 16, boulevard des Italiens, Paris, France Mr Marc Raynaud Ms Christelle Turcat Membre du Comité de Direction BNP Paribas Investment Partners BNP Paribas Investment Partners Responsable Animation Commerciale Responsable Mondial de la Distribution Externe BNP Paribas Private Banking 1, boulevard Haussmann, Paris, France 1, boulevard Haussmann, Paris, France Mr Christian Volle Membre du Comité de Direction BNP Paribas Investment Partners 1, boulevard Haussmann, Paris, France GENERAL MANAGER Mr Anthony Finan Membre du Comité de Direction BNP Paribas Investment Partners Responsable du Marketing 1, boulevard Haussmann, Paris, France SECRETARY GENERAL Mr Stéphane Brunet Administrateur-Délégué BNP Paribas Asset Management Luxembourg 33, rue de Gasperich, Howald-Hesperange Grand-Duchy of Luxembourg PROMOTER BNP Paribas S.A. 16 boulevard des Italiens, Paris, France MANAGEMENT COMPANY BNP Paribas Asset Management 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 Christian Volle Membre du Comité de Direction, BNP Paribas Investment Partners 1, boulevard Haussmann, Paris, France 7

8 Directors of the Management Company Mr Pascal Biville Membre du Comité Exécutif BNP Paribas Investment Partners Directeur Général Délégué 1, boulevard Haussmann, Paris, France Mr Anthony Finan Membre du Comité de Direction BNP Paribas Investment Partners Responsable du Marketing 1, boulevard Haussmann, Paris, France Mr Eric Martin Directeur Général BNP Paribas Luxembourg 10A, boulevard Royal, Luxembourg Grand-Duchy of Luxembourg Mr Stéphane Brunet Administrateur-Délégué BNP Paribas Asset Management Luxembourg 33, rue de Gasperich, Howald-Hesperange Grand-Duchy of Luxembourg Mr Philippe Marchessaux Membre du Comité Exécutif BNP Paribas Investment Partners Administrateur, Directeur Général 1, boulevard Haussmann, Paris, France Mr Marc Raynaud Membre du Comité de Direction BNP Paribas Investment Partners Responsable Mondial de la Distribution Externe 1, boulevard Haussmann, Paris, France MANAGERS 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 Asset Management Japan Ltd. GranTokyo North Tower, 9-1, Marunouchi 1-chome Chiyoda-ku, Tokyo , Japan BNP Paribas Asset Management U.K. Limited 10 Harewood Avenue, London NW1 6AA United Kingdom Fischer Francis Trees & Watts, Inc. 200 Park Avenue, 46 th Floor New York, NY 10166, USA BNP Paribas Asset Management Brasil Ltda Av. Juscelino Kubitchek Andar Sao Paulo SP, Brazil BNP Paribas Asset Management Asia Limited 63 rd Floor, Two International Finance Centre 8 Finance Street, Central, Hong Kong BNP Paribas Asset Management SGR S.P.A. Via Dante 15, Milan, Italy CamGestion 1, boulevard Haussmann, Paris, France FundQuest 1, boulevard Haussmann, Paris, France SUB-MANAGERS AllianceBernstein L.P Avenue of the Americas, New York, NY USA Fischer Francis Trees & Watts, Inc. 200 Park Avenue, 46 th Floor New York, NY 10166, USA Impax Asset Management Limited Mezzanine Floor, Pegasus House Sackville Street London W1S 3DG, UK Dr Jens Ehrhardt Kapital AG Georg-Kalb-Strasse Pullach, Germany Hyperion Asset Management Limited Level 22, 307 Queen Street Brisbane Qld 4000 Australia IT Asset Management 122, rue La Boétie, Paris, France 8

9 Neuberger Berman LLC 605 Third Avenue, New York, NY USA Overlay Asset Management 1, boulevard Haussmann Paris, France Shinhan BNP Paribas Investment Trust Management Co., Ltd. Good Morning Shinhan Tower 18F, 23-2, Yoido-Dong Youngdeungpo-Gu, Seoul, , Korea 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 Sumitomo Mitsui Asset Management Company Limited Atago Green Hills, Mori Tower, 28F, Atago Minato-ku Tokyo , Japan ADVISOR FOR SELECTION OF SUB-MANAGERS FundQuest 1, boulevard Haussmann Paris, France STEERING COMMITTEE CHAIRMAN Mr Christian Dargnat MEMBERS Mr Patrick Barbe Mr Nicolas Chaput Mr Hubert Goyé Mr Denis Panel Mr Philippe Renaudin Mr Frédéric Surry Mr Christophe Belhomme Mr Martial Godet Mr Luc Lefer Mr Pierre Picard Mr Thierry Rojat The Chairman and members of the Steering Committee are all employed by BNP Paribas Group management companies. 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 9

10 PAYING AGENT IN LUXEMBOURG 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 Asset Management Luxembourg ( BNPP AM Lux ), as well as by 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 sub-fund 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 CHF EUR GBP JPY Australian dollar Swiss franc Euro Pound sterling Japanese yen NOK SEK SGD USD YTL Norwegian krone Swedish krona Singaporean dollar United States dollar New Turkish lira 11

12 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 Legal Notice has been filed with the Registrar of the District Court of and in Luxembourg, where it may be inspected and where copies may be obtained upon request and upon payment of the Registrar s charges. 3. THE SUB-FUNDS 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. To this end, the current range consists: - mainly of specialised sub-funds covering the major asset classes (equities, bonds, short term, commodities) and the major global markets; - and additionally of: * diversified sub-funds managed actively according to the investment strategy of BNP Paribas Asset Management within the predetermined exposure limits for each financial asset class. They correspond to two different investor profiles (Prudent and Dynamic), and their reference currency is the EUR, and * diversified sub-funds aiming for an absolute performance over the medium term with more or less aggressive profiles, with a reference currency which is the EUR or the USD. 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. 12

13 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. 1. Equity risk: The equity markets may fluctuate significantly with prices rising or falling sharply, and this will have a direct impact on the sub-fund s net asset value. This means that when the equity markets are extremely volatile the sub-fund s net asset value may fluctuate substantially. 2. Interest rate risk: The value of investments in bonds or other debt securities may rise or fall sharply as interest rates fluctuate. As a general rule, the value of fixed-rate debt securities will increase when interest rates fall, and fall when interest rates increase. The impact of variations in interest rates is assessed by applying a sensitivity criterion. Sensitivity measures the impact a 1% change in interest rates may have on the sub-fund s net asset value. A sensitivity level of 2 means that for a 1% increase in interest rates the sub-fund s net asset value will fall by approximately 2%. 3. Credit risk: 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. The severity of the risk varies depending on the quality of the securities in the portfolio and whether they are Investment Grade (good quality) or Below Investment Grade (inferior quality). Please refer to section 10. (e) of the prospectus Risks associated with investment strategies Risks associated with Below Investment Grade securities. Whenever the expressions Investment Grade or Below Investment Grade are used in a sub-fund s investment policy, they refer to the credit rating of the debtors (governments and/or private companies): - the concept of Investment Grade corresponds to ratings of AAA to BBB- with Standard & Poor s or Aaa to Baa with Moody s; - the concept of Below Investment Grade corresponds to ratings of below BB with Standard & Poor s or of below Ba with Moody s. 4. 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.). 5. 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.). 13

14 6. Liquidity risk: When market conditions are unusual or a market is particularly thin the sub-fund may encounter difficulties in valuing and/or selling some of its assets, in particular to satisfy large-scale redemption requests. 7. Currency risk: The sub-fund holds assets denominated in currencies other than its reference currency. It may be affected by changes in exchange rates 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 to hedge against currency risks will be 100% successful. 8. 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), futures contracts, or securities, interest rate or futures options, etc.), for the purpose of sound portfolio management and/or in order to improve diversification. The sub-fund shall bear the risks and costs associated with such investments. The sub-fund s use of such techniques and instruments for any purpose other than hedging will exacerbate the volatility risk and may create a counterparty risk. In addition, the sub-fund may carry out over-the-counter forward and spot transactions on indexes or other financial instruments, including swaps on indexes or other financial instruments with leading banks or brokers specialised in this area acting as counterparties. Although the corresponding markets are not necessarily considered more volatile than other forward markets, operators have less protection against defaults on these markets because the contracts traded on them are not guaranteed by a clearing house. 9. Risks associated with the markets of emerging countries: The manner in which the markets of certain emerging countries operate and are supervised may differ from the standards that prevail in the major international markets. These risks may be varied in nature, and may include: - country risks related to its legislation, economic and social policies and tax system and to the quality of corporate management; - risks related to the country s currency and investment restrictions; - risks related to higher volatility and reduced market liquidity, as well as to transparency and the quality of the available information. These risks may result in substantial volatility of the securities, markets and currencies concerned, and consequently of the sub-fund s net asset value. Some of these markets are not currently considered to be regulated markets, and direct investments on these markets (except for ADR and GDR) cumulated with investments in unlisted securities will be limited to 10% of the net assets. 10. 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) The main risks associated with equity investments and the liquidity risk are particularly high when investing in small cap companies. This type of company may base its business activities on a limited range of products or have limited financial resources, operate in an underdeveloped market segment or have a particularly small management 14

15 team. The value of securities issued by small cap companies may fluctuate more than those issued by more mature companies, as price volatility may be higher. Furthermore, they may be traded on an over-the-counter market or regional stock exchange, and may experience liquidity problems (due to the limited number of listed securities). Mid cap companies are often also exposed to the same risks, but to a lesser degree. (e) 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. (f) 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. (g) 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). (h) 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. (i) The sub-fund s assets may be partially exposed to alternative investment strategies. Each alternative investment strategy brings its own specific risks, such as risks related to the valuation of market positions taken by the manager, 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. (j) The sub-fund may invest in BNP Paribas Group funds or third party funds, and their performance may fluctuate as a result of their exposure to the financial markets. 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 B. Value management PARVEST ASIA PARVEST EUROPE VALUE PARVEST AUSTRALIA PARVEST US SMALL CAP PARVEST BRAZIL PARVEST US VALUE PARVEST BRIC PARVEST CHINA C. Growth management PARVEST CONVERGING EUROPE PARVEST EMERGING MARKETS PARVEST EMERGING MARKETS EUROPE PARVEST EUROPE ALPHA PARVEST EURO EQUITIES PARVEST EUROPE GROWTH PARVEST EURO SMALL CAP PARVEST EUROPE LS30 PARVEST EUROPE MID CAP D. Theme/sector-based management PARVEST EUROPE SMALL CAP PARVEST FRANCE PARVEST GERMAN EQUITIES PARVEST GLOBAL EQUITIES PARVEST INDIA PARVEST JAPAN PARVEST JAPAN SMALL CAP PARVEST LATIN AMERICA PARVEST RUSSIA PARVEST SOUTH KOREA PARVEST SWITZERLAND PARVEST NEXT GENERATION (2) PARVEST UK PARVEST STEP 90 EURO (1) PARVEST TURKEY PARVEST US MID CAP PARVEST USA PARVEST USA LS30 PARVEST ENVIRONMENTAL OPPORTUNITIES PARVEST EUROPE DIVIDEND PARVEST EUROPE FINANCIALS PARVEST EUROPE REAL ESTATE SECURITIES PARVEST EUROPE SUSTAINABLE DEVELOPMENT PARVEST GLOBAL ENVIRONMENT PARVEST GLOBAL BRANDS PARVEST GLOBAL RESOURCES PARVEST GLOBAL TECHNOLOGY E. Absolute Return strategies PARVEST ABSOLUTE RETURN EUROPE LS F. Flexible management PARVEST EUROPE FLEXIBLE EQUITIES (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 C. Mixed bonds (continued) PARVEST EURO GOVERNMENT BOND PARVEST EURO LONG TERM BOND PARVEST JAPAN YEN BOND PARVEST US DOLLAR BOND B. Private bonds D. Convertible bonds PARVEST CORPORATE BOND OPPORTUNITIES PARVEST CREDIT STRATEGIES PARVEST ASIAN CONVERTIBLE BOND PARVEST ENHANCED EONIA PARVEST EUROPEAN CONVERTIBLE BOND PARVEST ENHANCED EONIA 1 YEAR PARVEST EUROPEAN SMALL CONVERTIBLE BOND PARVEST ENHANCED EONIA 6 MONTHS PARVEST EURO CORPORATE BOND E. Theme-based management PARVEST EUROPEAN HIGH YIELD BOND PARVEST GLOBAL CORPORATE BOND PARVEST GLOBAL HIGH YIELD BOND PARVEST ABS PARVEST US HIGH YIELD BOND PARVEST EURO CORPORATE BOND SUSTAINABLE DEVELOPMENT PARVEST EURO INFLATION-LINKED BOND PARVEST EURO PREMIUM PARVEST GLOBAL INFLATION-LINKED BOND C. Mixed bonds PARVEST EMERGING MARKETS BOND PARVEST EURO BOND PARVEST EUROPEAN BOND PARVEST EURO MEDIUM TERM BOND PARVEST EURO SHORT TERM BOND PARVEST GLOBAL BOND F. Absolute Return strategies PARVEST ABSOLUTE RETURN EUROPEAN BOND PARVEST ABSOLUTE RETURN GLOBAL BOND (USD) III. Short Term sub-funds PARVEST EONIA PREMIUM PARVEST SHORT TERM (CHF) PARVEST SHORT TERM (DOLLAR) PARVEST SHORT TERM (EURO) PARVEST SHORT TERM (STERLING) IV. Diversified sub-funds A. Benchmarked management C. Absolute Return strategies PARVEST DIVERSIFIED (PRUDENT) (2) PARVEST ABSOLUTE RETURN MULTI ASSETS 4 PARVEST DIVERSIFIED (DYNAMIC) (2) PARVEST ABSOLUTE RETURN MULTI ASSETS 4 (USD) B. Target Return management PARVEST TARGET RETURN PLUS (EURO) (2) PARVEST TARGET RETURN PLUS (USD) (2) (2) 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 AGRICULTURE PARVEST ABSOLUTE RETURN CURRENCY 10 PARVEST AGRICULTURE (USD) 2. Sub-funds which will be launched at a later date I. Equities sub-funds A. Multi-style management D. Theme/sector-based management PARVEST AFRICA PARVEST ASIA GREEN EARTH PARVEST EMERGING MARKETS EMEA PARVEST EMERGING MARKETS SRI PARVEST EMERGING MARKETS LS30 PARVEST EMERGING STEP 80 (EUR) (1) (2) PARVEST EMERGING MARKETS MID AND SMALL PARVEST EMERGING STEP 80 (USD) (1) (2) CAP PARVEST EMERGING NEW FRONTIERS PARVEST EUROPE FAMILY COMPANIES PARVEST GLOBAL EQUITIES (EURO HEDGED) PARVEST EUROPE INNOVATION PARVEST GLOBAL OPPORTUNITIES PARVEST EUROPE SPECIAL SITUATIONS PARVEST GLOBAL SMALL CAP PARVEST GLOBAL BRANDS (EURO HEDGED) PARVEST GLOBAL MULTI MANAGEMENT (2) PARVEST GLOBAL CONSUMER TREND PARVEST GLOBAL MID CAP PARVEST GLOBAL DIVIDEND PARVEST GREATER EUROPE PARVEST GLOBAL ENVIRONMENT (USD) PARVEST INDIA MID AND SMALL CAP PARVEST GLOBAL GOLD (2) PARVEST JAPAN (EURO HEDGED) PARVEST GLOBAL HEALTH CARE PARVEST MEXICO PARVEST GLOBAL INFRASTRUCTURE PARVEST MIDDLE EAST PARVEST GLOBAL LUXURY PARVEST SOUTH EAST ASIA PARVEST GLOBAL REAL ESTATE SECURITIES PARVEST TAIWAN PARVEST GLOBAL RESOURCES (EURO HEDGED) PARVEST US CORE PARVEST GLOBAL SUSTAINABLE DEVELOPMENT PARVEST US MID CAP (EURO HEDGED) PARVEST GLOBAL TECHNOLOGY (EURO HEDGED) PARVEST USA (EURO HEDGED) PARVEST GREATER EUROPE REAL ESTATE SECURITIES PARVEST STEP 90 US (1) B. Value management E. Absolute Return strategies PARVEST GLOBAL VALUE PARVEST ABSOLUTE RETURN EMERGING MARKETS LS C. Growth management PARVEST ABSOLUTE RETURN GLOBAL LS PARVEST EURO ALPHA PARVEST US GROWTH F. Flexible management PARVEST EMERGING MARKETS FLEXIBLE EQUITIES (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. 18

19 II. Bond sub-funds A. Government bonds C. Mixed bonds (continued) PARVEST TURKISH BOND PARVEST TURKISH EUROBOND PARVEST US DOLLAR BOND (EURO HEDGED) B. Private bonds PARVEST US SHORT TERM BOND PARVEST GLOBAL BOND OPPORTUNITIES PARVEST US BOND OPPORTUNITIES PARVEST US CORPORATE BOND PARVEST US HIGH YIELD BOND (EURO HEDGED) PARVEST US HIGH YIELD CREDIT C. Mixed bonds PARVEST BRAZILIAN BOND PARVEST EMERGING MARKETS LOCAL BOND PARVEST EURO CREDIT ARBITRAGE PARVEST GLOBAL BOND (EURO HEDGED) PARVEST GLOBAL CREDIT ARBITRAGE PARVEST NEW MARKETS LOCAL CURRENCY BOND D. Convertible bonds PARVEST GLOBAL CONVERTIBLE BOND PARVEST US CONVERTIBLE BOND E. Theme-based management PARVEST BEST ALPHA PARVEST EUROPEAN ABS F. 130/30 and Absolute Return strategies PARVEST ABSOLUTE RETURN EURO BOND PARVEST ABSOLUTE RETURN GLOBAL BOND PARVEST EUROPEAN BOND LS30 PARVEST SHORT TERM LS30 III. Diversified sub-funds A. Benchmarked management C. Theme-based management PARVEST EMERGING MARKETS BALANCED B. Absolute Return management PARVEST ABSOLUTE RETURN MS6 ARBITRAGE PARVEST ABSOLUTE RETURN MS6 ARBITRAGE (USD) PARVEST INFLATION (EURO) PARVEST INFLATION GLOBAL PARVEST INFLATION (USD) D. Flexible management PARVEST ASIA FLEXIBLE ALLOCATION (2) (2) These sub-funds invest more than 10% of their assets in shares or units issued by other UCITS or UCIs. IV. Other sub-funds PARVEST ABSOLUTE RETURN CURRENCY 3 (USD) PARVEST ABSOLUTE RETURN CURRENCY 10 (USD) PARVEST ABSOLUTE RETURN VOLATILITY PARVEST COMMODITIES ARBITRAGE PARVEST COMMODITIES ARBITRAGE (EURO HEDGED) PARVEST CORE COMMODITIES PARVEST CORE COMMODITIES (USD) 19

20 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 AM 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 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 (previously called BNPP AM Group), Paris. BNPP AM 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 AM 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 AM 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 AM 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 AM Lux manages the BNP Paribas High Quality Euro Bond Fund, BNP Paribas Islamic Fund, EasyETF, EasyETF itraxx Europe Main and Euro Floor funds, which are fonds communs de placement (mutual funds). 20

21 3. MANAGERS AND SUB-MANAGERS BNPP AM Lux is responsible for the management of the Sicav s sub-funds. However, it may delegate this duty to managers. BNPP AM Lux may also authorise the managers to delegate all or part of their duties and powers to one or several sub-managers, at their own expense and under their responsibility, provided that such delegation receives the prior approval of the Sicav's Board of Directors. In cases of delegation to a sub-manager which is not directly or indirectly part of the BNP Paribas Group, the simplified prospectus of the relevant sub-fund must be amended prior to the appointment of such sub-manager in order to reflect such delegation of powers. The full prospectus may be updated subsequently. Supervision of the activities of the managers is the sole responsibility of BNPP AM Lux. However, the Sicav s Board of Directors assumes ultimate responsibility for management. The managers and the 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: * 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 ASSET MANAGEMENT ASIA LIMITED was incorporated in Hong Kong on 16 July 1997 and is a company of the BNP Paribas group. It has been authorised by the Securities and Futures Commission, and its principal activities are asset management and investment advice. * BNP PARIBAS ASSET MANAGEMENT JAPAN LTD. was incorporated in Tokyo on 9 November Its principal activity is to act as advisor and manager, particularly in the fields of financial investments and asset management. The shareholders of BNP Paribas Asset Management Japan Ltd. are part of the BNP Paribas group. * BNP PARIBAS ASSET MANAGEMENT SGR S.P.A. was incorporated on 21 November 1983 in the form of a limited company. Its principal activity is to manage the portfolios of undertakings for collective investment. It is regulated by the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Bank of Italy, Rome. * BNP PARIBAS ASSET MANAGEMENT U.K. LIMITED was incorporated in London on 1 July Its principal activity is to act as advisor and manager, particularly in the field of financial investments. The shareholders of BNP Paribas Asset Management U.K. Limited are affiliated to BNP Paribas. * 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. * 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 21

22 joint-stock company ( société par actions simplifiée ). Its principal activity is asset management and it is regulated by the Autorité des Marchés Financiers, Paris. The Sub-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. * DR. JENS EHRHARDT KAPITAL AG was incorporated on 1 December 1998 in the form of a limited company. Its activity is to manage the portfolios of undertakings for collective investment. It is regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht ("BAFIN"), Frankfurt. * 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 company of the BNP Paribas group. * HYPERION ASSET MANAGEMENT LIMITED was incorporated in 1997 and its principal activity is the provision of investment and management services to high-net-worth clients and institutional investors. Hyperion Asset Management Limited is regulated by the Australian Securities and Investments Commission, Brisbane. * 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 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 INVESTMENT TRUST 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. * 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 AM Lux, and those that it then pays on to the Managers and the Sub-Managers. 22