UNICORN CAPITAL SICAV

Transcription

1 UNICORN CAPITAL SICAV Société d Investissement à Capital Variable PROSPECTUS MARS 2015 SUBSCRIPTIONS SHALL ONLY BE VALID IF MADE ON THE BASIS OF THE KEY INVESTOR INFORMATION DOCUMENT OR THE CURRENT PROSPECTUS ACCOMPANIED BY THE MOST RECENT ANNUAL REPORT AS WELL AS BY THE MOST RECENT SEMI-ANNUAL REPORT IF PUBLISHED MORE RECENTLY THAN THE MOST RECENT ANNUAL REPORT. NO ONE IS AUTHORISED TO STATE OTHER INFORMATION THAN THE ONES CONTAINED IN THE PROSPECTUS AS WELL AS IN THE DOCUMENTS HEREIN MENTIONED, WHICH ARE AVAILABLE TO THE PUBLIC. 1

2 UNICORN CAPITAL SICAV Société d'investissement à Capital Variable (SICAV) BOARD OF DIRECTORS of UNICORN CAPITAL SICAV Chairman Mr. Marco Joseph NETZER Banque Cramer & Cie SA Board Members Chairman of the Board of Directors 22, Avenue de Miremont, CH-1206 Geneva Switzerland Mr. Alberto Marcello DI STEFANO Banque Cramer & Cie SA Chief Investment Officer 22, Avenue de Miremont, CH-1206 Geneva Switzerland Mr. Massimo Guglielmo MORCHIO Alkimis SGR S.p.A REGISTERED OFFICE OF UNICORN CAPITAL SICAV 33, rue de Gasperich, L-5826 Hesperange, Grand-Duchy of Luxembourg MANAGEMENT COMPANY MDO Management Company S.A. 19, rue de Bitbourg, L-1273 Luxembourg Grand-Duchy of Luxembourg PRINCIPAL PLACEMENT AND DISTRIBUTION AGENT Banque Cramer & Cie S.A. 22, Avenue de Miremont, CH-1206 Genève Switzerland Chief Executive Officer 16, Via Santa Margherita I Milan CUSTODIAN AND PAYING AGENT, DOMICILIARY AND LISTING AGENT, REGISTRAR AND TRANSFERT AGENT AND ADMINISTRATIVE AGENT BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich, L 5826 Hesperange Grand-Duchy of Luxembourg Italy 2

3 INVESTMENT MANAGER(S) Active Niche Funds S.A. 1, Avenue de la Gare CH-1002 Lausanne Switzerland Alkimis SGR S.p.A. 16, Via Santa Margherita I Milano Italy Banque Cramer & Cie S.A. 22, Avenue de Miremont, CH Genève Switzerland Record Currency Management Limited Morgan House Madeira Walk Windsor Berkshire SL4 1EP United Kingdom REPRESENTATIVE IN SWITZERLAND BNP Paribas Securities Services, Paris, Zürich Branch 16, Selnaustrasse CH Zürich Switzerland PAYING AGENT IN SWITZERLAND BNP Paribas Securities Services, Paris, Zürich Branch 16, Selnaustrasse CH Zürich Switzerland AUDITORS KPMG S.à r.l. 9, Allée Scheffer, L-2520 Luxembourg Grand-Duchy of Luxembourg 3

4 I. GENERAL DESCRIPTION 8 1. INTRODUCTION 8 2. THE COMPANY 8 II. MANAGEMENT AND ADMINISTRATION 9 1. BOARD OF DIRECTORS 9 2. MANAGEMENT COMPANY 9 3. CUSTODIAN AND PAYING AGENT DOMICILIARY AND LISTING AGENT, REGISTRAR, TRANSFERT AGENT AND ADMINISTRATIVE AGENT INVESTMENT MANAGERS PRINCIPAL PLACEMENT & DISTRIBUTION AGENT REPRESENTATIVE AND PAYING AGENT IN SWITZERLAND SUPERVISION OF THE COMPANY S TRANSACTIONS 13 III. THE SHARES GENERAL PRINCIPLES SHARE ISSUE AND SUBSCRIPTION PRICE REDEMPTION OF SHARES CONVERSION OF SHARES STOCK EXCHANGE LISTING 18 IV. NET ASSET VALUE GENERAL PRINCIPLES SUSPENSION OF THE CALCULATION OF THE NET ASSET VALUE, OF ISSUES, CONVERSIONS AND REDEMPTIONS OF SHARES 20 V. DIVIDENDS 21 DISTRIBUTION POLICY 21 VI. CHARGES AND EXPENSES 22 FEES TO BE BORNE BY THE COMPANY 22 VII. TAX STATUS - APPLICABLE LAW - OFFICIAL LANGUAGE TAX STATUS OFFICIAL LANGUAGE 24 VIII. FINANCIAL YEAR - MEETINGS - REPORTS FINANCIAL YEAR MEETINGS PERIODIC REPORTS 24 IX. LIQUIDATION OF THE COMPANY - MERGER OF SUB-FUNDS, CATEGORIES OR CLASSES LIQUIDATION OF THE COMPANY CLOSURE AND MERGER OF SUB-FUNDS, CATEGORIES OR CLASSES 25 X. INFORMATION - DOCUMENTS AVAILABLE TO THE PUBLIC 26 4

5 1. INFORMATION FOR SHAREHOLDERS DOCUMENTS AVAILABLE TO THE PUBLIC 27 XI. INFORMATION FOR INVESTORS IN SWITZERLAND 27 APPENDIX I INVESTMENT RESTRICTIONS 29 APPENDIX II 36 SWAP AGREEMENTS AND EFFICIENT PORTFOLIO MANAGEMENT TECHNIQUES 36 APPENDIX III -RISKS WARNINGS 40 SPECIAL CONSIDERATION ON RISKS 42 APPENDIX IV THE SUB-FUNDS UNICORN CAPITAL SICAV STRATEGIC TREND UNICORN CAPITAL SICAV STRATEGIC BOND UNICORN CAPITAL SICAV ALKIMIS EQUITY ALPHA UNICORN CAPITAL SICAV ALKIMIS DIVIDEND PLUS UNICORN CAPITAL SICAV ACTIVE RECYCLING UNICORN CAPITAL SICAV RECORD CURRENCY MULTI-STRATEGY. 64 5

6 PROSPECTUS relating to the permanent offer of shares in the SICAV UNICORN CAPITAL SICAV UNICORN CAPITAL SICAV (the "Company", or the SICAV ) is registered on the official list of undertakings for collective investment pursuant to both the law of 17 th December 2010 relating to undertakings for collective investment as modified (hereafter referred to as the "Law" or the "Law of 17 th December 2010") and the law of 10 th August 1915 on commercial companies. The Company is subject in particular to the provisions of Part I of the Law of 17 th December 2010, relating to undertakings for collective investment, as amended. However, such listing does not require any Luxembourg authority to approve or disapprove either the adequacy or the accuracy of this Prospectus or the portfolio of securities held by the Company. Any representation to the contrary would be unauthorised and unlawful. The Company s Board of Directors has taken all possible precautions to ensure that the facts indicated in this Prospectus are exact and precise and that no point of any importance has been omitted which could render erroneous any of the statements set forth herein. Any information or representation not contained herein, in the Appendixes to the Prospectus or in the reports, which form an integral part hereof, must be regarded as unauthorised. Neither the remittance of this Prospectus, nor the offer, issue or sale of shares of the Company will constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. In order to take account of important changes such as the opening of a new sub-fund of shares, this Prospectus, as well as its Appendixes will be updated at the appropriate time. Subscribers are therefore advised to contact the Company in order to establish whether any later Prospectus has been published. Potential subscribers to the Company should inform themselves on applicable laws and regulations (i.e. as to the possible tax requirements or foreign exchange control) of the countries of their citizenship, residence or domicile, and which might be relevant to the subscription, purchase, holding, conversion and redemption of shares. References to abbreviations set out below designate the following currencies: Any reference to in this Prospectus refers to the official currency of the European Monetary Union. Any reference to USD in this Prospectus refers to the official currency of the United States of America. Any reference to CHF in this Prospectus refers to the official currency of Switzerland. The Sub-Funds may be registered in different distribution countries. This Prospectus is subject to changes concerning the addition or suppression of Sub-Funds as well as other modifications. Therefore it is advisable for subscribers to ask for the most recent issue of the Prospectus. FATCA Requirements FATCA provisions generally impose a reporting to the U.S. Internal Revenue Service of U.S. persons direct and indirect ownership of non-u.s. accounts and non-u.s. entities. Failure to provide the requested information could lead to a 30% withholding tax applying to certain U.S. source income (including dividends and interest) and gross proceeds from the sale or other disposal of property that can produce U.S. source interest or dividends. The basic terms of FATCA may include the Company as a Financial Institution, such that in order to comply, the Company may require all Shareholders to provide documentary evidence of their tax residence and all other information deemed necessary to comply with the above mentioned legislation. Despite anything else herein contained and as far as permitted by Luxembourg law, the Company shall have the right to: 6

7 - Withhold any taxes or similar charges that it is legally required to withhold, whether by law or otherwise, in respect of any shareholding in the Company; - Require any Shareholder or beneficial owner of the to promptly furnish such personal data as may be required by the Fund in its discretion in order to comply with any law and/or to promptly determine the amount of withholding to be retained; - Divulge any such personal information to any tax or regulatory authority, as may be required by law or such authority, Withhold the payment of any dividend or redemption proceeds to a Shareholder until the Company holds sufficient information to enable it to determine the correct amount to be withheld. In addition the Company hereby confirms that it may become a participating Foreign Financial Institution ( FFI ) as laid down in the FATCA rules and that it may register and certify compliance with FATCA with obtaining a GIIN ( Global Intermediary Identification Number ). From this point the Company will furthermore only deal with professional financial intermediaries duly registered with a GIIN. 7

8 I. GENERAL DESCRIPTION 1. INTRODUCTION UNICORN CAPITAL SICAV is an investment company with variable capital consisting of various sub-funds, each relating to a specific portfolio of assets made up of Transferable Securities, Money Market Instruments and other eligible assets in compliance with the Law. The characteristics and investment policies of each sub-fund are defined in Appendix IV to the Prospectus. The capital of the Company is divided into several sub-funds each of which may offer several categories of shares, as defined in Section III below and for each sub-fund in accordance with the respective provision described in the subfund's relevant data sheet to this Prospectus. Certain categories may offer one or several classes in accordance with the respective provisions described in one or more sub-fund's data sheet(s) in the Prospectus. The Company 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 in its sub-funds' data sheets. The actual opening of any new sub-fund, category or class of shares within a sub-fund mentioned in the Prospectus and in the Key Investor Information Document will be decided by the Board of Directors. More particularly, the Board will determine the initial subscription price and subscription period/day, as well as the payment date of those initial subscriptions. The shares of each sub-fund of the Company are issued and redeemed at prices calculated for each sub-fund with a frequency in accordance with the respective provision described in the sub-fund's relevant data sheet to this Prospectus and provided the banks in Luxembourg are open for business (a "Bank Business Day") on this day (the calculation day so defined being hereafter referred to as a "Valuation Day"). The Net Asset Value of each sub-fund of shares will be expressed in its reference currency, as stipulated in the subfund's relevant data sheet. 2. THE COMPANY The Company was incorporated in Luxembourg for an unlimited period on 18 December 2013 under the name "UNICORN CAPITAL SICAV". The Company was incorporated with an initial capital of ,00. The capital of the Company shall be equal to the net assets of the Company. The minimum capital as provided by the Law is set at ,00 (one million two hundred and fifty thousand Euro). This minimum has to be reached within 6 (six) months after the registration of the Company on the official list of Undertakings for Collective Investment. The Company s capital is at all times equal to the sum of the values of the net assets of its sub-funds and represented by shares of no par value. The Company s Articles of Incorporation were published in the Mémorial on 13, after having been filed with the Registre de Commerce et des Sociétés, where they may be consulted and where copies may be obtained upon payment of the applicable charges. The Company is recorded in the Registre de Commerce et des Sociétés within Luxembourg under number B The Company has appointed a management company to manage its operations. 8

9 II. MANAGEMENT AND ADMINISTRATION 1. BOARD OF DIRECTORS The Company s Board of Directors (the "Board", and the Board of Directors ) is responsible for the overall administration and management of the Company. It may carry out all acts of management and administration on behalf of the Company; it may in particular purchase, sell, subscribe or exchange any Transferable Securities, Money Market Instruments and other eligible assets and exercise all rights directly or indirectly attached to the Company s assets. The list of the Board members, as well as of the other administrative bodies in operation is listed in this Prospectus and in the periodic reports of the Company. 2. MANAGEMENT COMPANY MDO Management Company S.A. has been incorporated on 23 October 2003 as a société anonyme under Luxembourg law for an indeterminate period and is registered with the Luxembourg Trade Register (RCS) under number B It s registered seat is at 19, rue de Bitbourg, L-1273 Luxembourg. The articles of incorporation, as amended, have been deposited with the RCS and has been published on 14 April in the Mémorial C, Récueil des Sociétes et Associations ("Mémorial"), the official gazette of the Grand Duchy of Luxembourg; its fully paid-up share capital amounts to 1,700,000-. The Company has appointed MDO Management Company S.A. (hereafter, the Management Company by a management company services agreement ( Management Company Services Agreement ) effective on 18 December 2013 as management company of the Company to provide it with investment management, administration and marketing services (the Services ). The Management Company Services Agreement has been concluded for an unlimited period and can be terminated by either party upon giving to the other party not less than three months written notice. The responsibilities of the Company remain unchanged further to the appointment of the Management Company. In the provision of the Services, the Management Company is authorised, in order to conduct its business efficiently, to delegate with the consent of the Company and the Luxembourg supervisory authority, under its responsibility and control, part or all of its functions and duties to any third party. In particular, the management function includes the following tasks: - to give all opinions or recommendations as to the investments to be made, - to conclude contracts, to purchase, sell, exchange and deliver all transferable securities and all other assets, - on behalf of the Company, to exercise all voting rights attached to the transferable securities constituting the Company s assets. In particular, the functions of administrative agent include calculation and publication of the Net Asset Value of the shares of each sub-fund in accordance with the Law and the Company s Articles of Association and the provision, on behalf of the Company, of all the administrative and accounting services necessitated by its management. As keeper of the register and transfer agent, MDO Management Company S.A. is responsible for processing subscription, redemption and conversion applications regarding shares of the Company and for keeping the register of shareholders of the Company in accordance with the provisions described in more detail in the agreement concluded between the Company and MDO Management Company S.A. The functions of principal distributor include the marketing of the shares of the Company in Luxembourg and/or abroad. The rights and obligations of MDO Management Company S.A. are governed by agreements concluded for an indefinite term. In accordance with the Laws and regulations in force and with the prior consent of the Board of Directors of the Company, MDO Management Company S.A. is authorised to delegate its functions and powers or part thereof to any person or company it deems appropriate (hereinafter called the delegate/s ), provided the prospectus is updated in 9

10 advance and MDO Management Company S.A. retains full liability for acts committed by its delegate/s. At the present time, the functions of investment management, distribution, administrative agent and register and transfer agent are delegated. 3. CUSTODIAN AND PAYING AGENT The Board has appointed BNP Paribas Securities Services, Luxembourg Branch as custodian (the "Custodian") of the assets of all the sub-funds of the Company. The Custodian carries out the usual duties regarding custody, cash and securities deposits. In particular, and upon the instructions of the Board of Directors, it will execute all financial transactions and provide all banking facilities. The Custodian will further, in accordance with the Law of 2010: a) ensure that the sale, issue, redemption and cancellation of effected by the Company or on its behalf are carried out in accordance with the law or the Articles; b) ensure that in transactions involving the assets of the Company, the consideration is remitted to it within the customary time limits; c) ensure that the income of the Company is applied in accordance with the Articles. In the case of Master-Feeder structures, if the master and the feeder UCITS have a different depositary from the Custodian, the Custodian will enter into an information-sharing agreement with the other depositary in order to ensure the fulfilment of both depositaries. The Custodian may entrust all or part of the assets of the Company, in particular securities traded abroad or listed on a foreign stock exchange or admitted to a clearing system, to such clearing system or to such correspondent banks as may be determined by the Custodian from time to time. The Custodian s liability shall not be affected by the fact that it has entrusted all or part of the assets in its care to a third party. The Custodian shall in addition be responsible for the payment of the redemption price of the by the Company. The Board of Directors has appointed BNP Paribas Securities Services, Luxembourg Branch as its paying agent (the "Paying Agent") responsible for the payment of eventual distributions to shareholders. The rights and duties of BNP Paribas Securities Services, Luxembourg Branch as Custodian and Paying Agent are governed by an agreement entered into for an unlimited period of time on 18 December 2013 and which may be terminated at any time by the Company or the Custodian and Paying Agent on giving a three months' prior written notice. However, the Custodian and Paying Agent shall continue to act as Custodian pending replacement and until all assets of the Company have been transferred to the successor custodian. BNP Paribas Securities Services is a bank organised as a partnership limited by shares under French law and a wholly owned subsidiary of BNP Paribas. Its share capital as at 31 st December 2010 amounted to approximately 165 million (one hundred sixty five million Euros). BNP Paribas Securities Services, Luxembourg Branch was created on 28 March 2002 and its offices are at 33, rue de Gasperich, Hesperange, L Luxembourg, Grand Duchy of Luxembourg. 4. DOMICILIARY AND LISTING AGENT, REGISTRAR, TRANSFERT AGENT AND ADMINISTRATIVE AGENT The Board has appointed BNP Paribas Securities Services, Luxembourg Branch as its domiciliary and listing agent (the "Domiciliary and Listing Agent"). In such capacity, it will be responsible for all corporate agency duties required by Luxembourg law, and in particular for providing and supervising the mailing of statements, reports, notices and other documents to the shareholders, in compliance with the provisions of, and as more fully described in, the agreement mentioned hereinafter. 10

11 The Management Company has appointed, with consent of the Board, BNP Paribas Securities Services, Luxembourg Branch as its registrar (the "Registrar") and transfer agent (the "Transfer Agent") which will be responsible for handling the processing of subscriptions for, dealing with requests for redemptions and conversions and accepting transfers of funds, for the safekeeping of the register of shareholders of the Company, the safekeeping of all non-issued Share certificates of the Company, for accepting Share certificates tendered for replacement, redemption or conversion, in compliance with the provisions of, and as more fully described in, the agreement mentioned hereinafter. BNP Paribas Securities Services, Luxembourg Branch, performs also the functions of delegate administrative agent. In this context, BNP Paribas Securities Services, Luxembourg Branch performs the administrative functions required by the Law such as the bookkeeping of the Company and calculation of the Net Asset Value per share. The administrative agent supervises all submissions of declarations, reports, notices and other documents to shareholders. The rights and duties of the Domiciliary and Listing Agent, Registrar and Transfer Agent and administrative agent are governed by an agreement entered into for an unlimited period of time on 18 December 2013 and which may be terminated at any time by the Management Company or BNP Paribas Securities Services, Luxembourg Branch on giving a three months' prior written notice. 5. INVESTMENT MANAGERS The Management Company may appoint one or more delegate investment managers as specified in the Sub-funds Particulars. The control and final responsibility of the activities of the Investment Manager shall rest with the Board of Directors of the Company. The name of the Investment Manager shall be indicated in the Particulars of each subfund. The Investment Manager shall be entitled to receive the payment of an advisory and/or a management fee which rates and methods of calculation are mentioned in the Particulars of each sub-fund. The Board of Directors of the Company, the Custodian Bank, the Management Company, their business managers, managers, attorneys in fact or advisors may not directly act as the other party in operations carried out for the account of the Company. Exception shall be made to this rule regarding subscriptions to issues made by the Custodian Bank or purchased by firm agreement by a syndicate of which it is part. The Board of Directors however considers it as a rule to act independently and with utmost objectivity in the well understood interest of the Company's shareholders. For the definition of the investment policy and the day-to-day management of each of the Company s sub-funds, the Management Company may be assisted, at the Company`s own expenses, under its overall control and responsibility by one or several Investment Manager(s) for each sub-fund. The Prospectus will be amended accordingly and will contain detailed information on the appointed Investment Manager. The Company will pay the fees of the Investment Manager (if any). In addition the Investment Manager may also be entitled to receive a performance fee out of the assets of the Company in accordance with the provision for each sub-fund, as described in the sub-fund s relevant data sheet. The Investment Manager may be assisted, with the prior written consent from MDO Management Company S.A. and under its overall control and responsibility, by one or more Sub-Investment Manager(s) for each sub-fund and /or be assisted by one or several Investment Advisors. Pursuant to an Investment Management Agreement dated 13, Banque Cramer & Cie S.A. has been appointed by the Management Company, with consent of the Board, to manage the sub-funds UNICORN CAPITAL SICAV STRATEGIC TREND and UNICORN CAPITAL SICAV STRATEGIC BOND in its capacity as Investment Manager, with regard to its choice of investments and the trend of its investment policy. Banque Cramer & Cie S.A., is a company incorporated under the laws of Switzerland and having its registered office in Switzerland, 22, Avenue de Miremont, CH Geneva, Switzerland. Banque Cramer & Cie S.A., is approved and supervised by the Swiss Financial Market Supervisory Authority (FINMA) as a bank established in accordance with Swiss law and regulations. Pursuant to an Investment Management Agreement dated 13, Alkimis SGR S.p.A. has been appointed by the Management Company, with consent of the Board, to manage the sub-funds UNICORN CAPITAL SICAV 11

12 ALKIMIS EQUITY ALPHA and UNICORN CAPITAL SICAV ALKIMIS DIVIDEND PLUS, in its capacity as Investment Manager, with regard to its choice of investments and the trend of its investment policy. Alkimis SGR S.p.A., is a company incorporated under the laws of Italy and having its registered office in 16, Via Santa Margherita, I Milano, Italy. Alkimis SGR S.p.A is approved and supervised by the Banca d`italia and Consob since 2 nd July 2009 as an asset management company established in accordance with Italian law and regulations. Pursuant to an Investment Management Agreement dated 23 rd May, Active Niche Funds S.A, has been appointed by the Management Company, with the consent of the Board, to manage the sub-fund UNICORN CAPITAL SICAV ACTIVE RECYCLING, in its capacity as Investment Manager, with regard to its choice of investments and the trend of its investment policy. Active Niche Funds S.A. is a company incorporated under the laws of Switzerland and having its registered office at 1, Avenue de la Gare, CP 5117, CH-1002 Lausanne, Switzerland. Active Niche Funds S.A. is approved and supervised by the FINMA as an asset management company established in accordance with Swiss law and regulations. Pursuant to an Investment Management Agreement dated February 2015, Record Currency Management Limited, has been appointed by the Management Company, with the consent of the Board, to manage the sub-fund UNICORN CAPITAL SICAV RECORD CURRENCY MULTI-STRATEGY, in its capacity as Investment Manager, with regard to its choice of investments and the trend of its investment policy. Record Currency Management Limited is a company incorporated under the laws of England & Wales and having its registered office at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP, United Kingdom. Record Currency Management Limited is authorised and regulated by the Financial Conduct Authority ( FCA ) in the United Kingdom. 6. PRINCIPAL PLACEMENT & DISTRIBUTION AGENT The Management Company has decided to appoint Banque Cramer & Cie S.A., 22, Avenue de Miremont, CH Geneva, Switzerland, as principal placement and distribution agent of the Company for the purpose of assisting in the distribution of the shares of the Company in the countries in which they shall be sold. The principal placement and distribution agent shall conclude sub distribution agreements with various Nominees / Distributors. In accordance with these Sub-Distribution and Nominee Agreements, the name of the Nominee, rather than that of the clients investing in the Company, shall be recorded in the Register of shareholders. The terms and conditions of the Sub-Distribution and Nominee Agreements shall stipulate, among others, that a client who has invested in the Company via a Nominee may request at any time that the shares be re-registered under his/her own name. In this case the client s name shall be entered in the Register of shareholders as soon as the Company receives the transfer instructions from the Nominee. Prospective shareholders may subscribe for shares by applying directly to the Company, without having to act through one of the Nominees/Distributors. 7. REPRESENTATIVE AND PAYING AGENT IN SWITZERLAND BNP Paribas Securities Services, 16 Selnaustrasse, CH-8002 Zürich, Switzerland was appointed Representative in Switzerland under the terms of a Representative Agreement concluded between the Company MDO Management Company S.A. and BNP Paribas Securities Services. BNP Paribas Securities Services, 16 Selnaustrasse, CH-8002 Zürich, Switzerland was appointed Paying Agent in Switzerland under the terms of a Paying Agent Agreement concluded between the Company, BNP Paribas Securities Services and the Custodian. 12

13 8. SUPERVISION OF THE COMPANY S TRANSACTIONS The Company s accounts and annual reports are audited by KPMG, Luxembourg in its capacity as the Company s auditors. III. THE SHARES 1. GENERAL PRINCIPLES The Company's capital is represented by the assets of its various sub-funds, each sub-fund having its own investment policy. Subscriptions are invested in the assets of the relevant sub-fund. A. CATEGORIES AND CLASSES OF SHARES Pursuant to the Articles of Incorporation of the Company, the Board of Directors may decide to issue, within each sub-fund, one or several category(ies) and/or class(es) of shares, the assets of which will be commonly invested but subject to specific features which are defined hereunder for the different classes of shares and specific features for categories such as, but not limited to, sales and/or redemption charge structures, currency structures, marketing target or hedging policies. Where different categories are issued within a sub-fund, the details of each category are described in the sub-fund s relevant data sheet. References herein to shares of a sub-fund should be construed as being to shares of a category of a sub-fund also, if the context so requires. Pursuant to the Articles of Incorporation of the Company, the Board of Directors may decide to issue, within each category, one or several class(es) of shares, the assets of which will be commonly invested but subject to specific feature, such as, but not limited to, distribution structures. Where different classes are issued within a category, the details of each class are described in the sub-fund s relevant data sheet. For the time being, in each sub-fund, the Company has decided to issue shares of the categories or classes of shares as further described in the synthetic table under Appendix IV B. "List of sub-funds launched". Should it become apparent that shares of "Institutional" categories are held by individuals other than those authorised, the Board of Directors will have the said shares converted, free of charge, into shares of "Retail" categories. Before subscribing, investors are invited to verify in each sub-fund s data sheet to this Prospectus which categories and which classes of shares are available in each sub-fund. Except if otherwise provided for and if no reference to a particular class is mentioned there will only be Capitalisation shares in issue. Any minimum subscription amount is also mentioned in the list of sub-funds launched under Appendix IV.B. The Board of Directors may decide to promote investment programmes for current and future investors. The Board of Directors may determine the methods of such investment programmes (minimum amounts, the frequency of payments etc.). Such methods shall enable investors to discontinue their participation and to dispose of their shares in the Company at any time. Depending on the countries where the Company is marketed, the detailed methods of such programmes shall be published in the document supplied to local authorities therein in view of their marketing authorisation, as well as in the documents made available to the public. The shares will be issued at the subscription prices calculated on each Valuation Day mentioned in each sub-fund's relevant data sheet. The assets of the various share categories and classes of a sub-fund are combined into one single portfolio. The Company may, in the interests of the Shareholders, split or consolidate the shares of any sub-fund, category or class. The Company may create further sub-funds and thus issue new shares of each category and each class representing the assets of these sub-funds. Any individual or corporate entity may acquire shares in the various sub-funds making up the net assets of the Company by following the procedures defined in this section. The shares of each sub-fund are of no par value and carry no preferential subscription rights upon the issue of new shares. Each share carries one vote at the general meetings of Shareholders, regardless of its Net Asset Value. All shares in the Company must be fully paid up. 13

14 B. DIVIDENDS Shareholders may have their distribution shares exchanged for capitalisation shares, and vice versa, if possible, at their own expenses, within the same category of a sub-fund at any time. This exchange is carried out on the basis of the parity of the day. C. REGISTERED SHARES The shares are only issued in registered form at the Board of Directors option. D. FRACTIONS OF SHARES Fractions of shares with up to three decimal places will be issued for registered shares deposited directly with the Custodian. In case of registered shares (with or without attribution of fractions of shares), any remainder after subscription will be reimbursed to the Shareholder, unless the amount is less than 15.- (fifteen Euro) or its currency equivalent, as the case may be. Amounts thus not reimbursed will revert to the relevant sub-fund. Share transfer forms for the transfer of registered shares are available at the Company's registered office and at the registered office of the Registrar and Transfer Agent. 2. SHARE ISSUE AND SUBSCRIPTION PRICE A. CONTINUOUS OFFERING After the close of the Initial Offering Period (as mentioned in each sub-fund s relevant data sheet) each sub-fund s share may be subscribed at the Company's registered office and/or at the registered office of the Registrar and Transfer Agent on any Valuation Day as stipulated in each sub-fund's relevant data sheet at a price per share equal to the Net Asset Value per share calculated on such relevant Valuation Day for the relevant sub-fund increased by a maximum subscription fee in accordance with the provision described in the sub-fund s relevant data sheet. Any investor applying for subscription of shares may at any time request such subscription by way of a written application, considered irrevocable, sent to the Company and/or the Registrar and Transfer Agent. Requests must contain the following information: the exact name and address of the person making the subscription request and the amount or the number of shares to be subscribed, the sub-fund to which such subscription applies, the form of the shares (registered), as well as the category or class of shares concerned. Provided the application together with any required documentation is received prior to 12:00 (noon), Luxembourg time, on the Bank Business Day in Luxembourg preceding the next applicable Valuation Day, the shares will be issued based on the Net Asset Value per share applicable on the next Valuation Day. If received thereafter or during a non Bank Business Day in Luxembourg, the application will be deferred to the next following Valuation Day. The Company reserves the right to reject any application in whole or in part. Details of the method of application for shares are set out in the Application Form. Application Forms can be obtained from the registered office of the Company. Investors may apply for shares by facsimile or letter at the registered office of the Company and of the Registrar and Transfer Agent. The Board of Directors may moreover reserve the right to discontinue without notice both the issue and the sale of the shares of the Company. The proceeds for subscription shall be received by wire transfer to the account of the concerned sub-fund of the Company, opened with the Custodian, within 3 (three) Bank Business Days following the applicable Valuation Day. Payment may be made in the sub-fund reference currency in accordance with the provision described in the sub-fund s relevant data sheet. will be allotted on receipt of the payment and of the duly fulfilled application form. The Company may, under its own responsibility and in accordance with this Prospectus, accept listed securities in payment of a subscription if it deems such transaction to be in the interest of the Shareholders. However, the securities of companies that are accepted as payment for a subscription must be compatible with the investment policy and investment restriction of the sub-fund concerned. For all securities accepted in payment for a subscription, the Administrative Agent will be required to have a valuation report drawn up by the Company s auditors giving in particular the quantity, denomination and method of valuation adopted for these securities. Such report will also specify the total value of the securities expressed in the currency of the sub-fund concerned by this contribution. The securities accepted as payment for a subscription are 14

15 valued for the purpose of the transaction at the last available market bid price of the Bank Business Day with reference to which the Net Asset Value applicable to the subscription is calculated. The Company s Board of Directors may refuse any securities offered in payment for a subscription at its own discretion and without having to justify its decision. The fees relating to the valuation report will be borne by concerned Shareholder(s). Prospective investors are informed that they may be required to pay additional charges and fees to financial institutions acting as local paying agents in countries where the shares are offered. Under no circumstances may these costs exceed the maximum authorised by the laws, regulations and general banking practices of the countries in which the shares are acquired. The Board of Directors of the Company has resolved to only accept Shareholders' initial applications for ownership in any sub-fund, category or class of shares for a minimum amount stipulated in the list of sub-funds launched under Appendix IV.B. The Board of Directors may set for each sub-fund, category or class of shares different minimum initial subscription amounts in accordance with the provision described in the list of sub-funds launched under Appendix IV.B. No shares will be issued by the Company in a sub-fund during any period when the calculation of the Net Asset Value per share of such sub-fund is suspended by the Company pursuant to the power reserved to it by its Articles of Incorporation and described under Section IV "Net Asset Value" hereafter. Notice of any such suspension shall be given to the persons having applied for subscription, and any application either presented or suspended along such suspension may be withdrawn by way of a written notice to be received by the Company prior to the termination of the relevant suspension. Unless so withdrawn, any application shall be taken into consideration on the first Valuation Day following such suspension. The issue, redemption and conversion price of shares in the sub-fund is available at the registered office of the Company and of the Administrative Agent. B. REFUSAL OF SUBSCRIPTIONS The Company may restrict or prevent the ownership of shares by any person, firm or company. More specifically, the Company has restricted the ownership of shares by nationals, citizens or residents of the United States of America or of any of its territories or possessions or areas subject to its jurisdiction and by persons who are normally resident therein (including the estate of any such person or corporations or partnerships created or organised therein) ( United States Persons ), and, where it appears to the Company that any person who is precluded from holding shares either alone or in conjunction with any other person is a beneficial owner of shares, the Company may compulsory purchase all the shares so owned. The Company does not allow Market Timing practice (define as an arbitrage method through which an investor systematically subscribes and redeems or converts shares of the Company within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the method of determination of the Net Asset Value of the Company). Moreover, in any case of suspicion of such Market Timing practice it reserves the right to: - refuse any subscription; - redeem at any time shares in the Company which were unlawfully subscribed or held and notably through such Market Timing practice. Such actions do not need to be justified. C. NO CERTIFICATES Share certificates are not issued. Shareholders requiring their shares to be held in registered form will not receive a certificate representing their shares. Instead, they will be sent confirmation of their entry in the register and a statement of holding. D. FIGHT AGAINST MONEY LAUNDERING Within the context of the fight against money laundering, application forms must be accompanied by a true copy certified by a competent authority (such as an embassy, consulate, notary or police commissioner) of the subscriber s 15

16 identity card, for individuals, or by a copy of the Articles of Incorporation and extract of the trade register for corporate entities, in the following cases: 1. if the application is made directly to the Company or the Registrar and Transfer Agent; 2. if the application is made via a professional of the financial sector residing in a country which is not required to follow an identification procedure equivalent to the standards applied in Luxembourg relating to the prevention of the use of the financial system for money-laundering purposes; 3. if the application is made via a subsidiary or branch whose parent company is required to follow an identification procedure equivalent to that required by Luxembourg law, if the law governing the parent company does not oblige it to ensure that the said procedure is followed by its subsidiaries and branches. Moreover, the Company is legally responsible for identifying the origin of monies transferred. Subscriptions and payment of redemption proceeds may be temporarily suspended until such monies or the identity of the relevant Shareholder has been correctly identified. It is generally accepted that investment professionals and financial sector institutions resident in countries adhering to the conclusions of the FATF report (Financial Action Task Force on Money Laundering) are considered to be required to enforce an identification procedure equal to the one required by Luxembourg law. In relation to an application for redemption, or transfer of,, the Company and/or Registrar and Transfer Agent may require at any time such documentation as it/they deem appropriate. Failure to provide such information in a form which is satisfactory to the Company and/or Registrar Transfer Agent may result in an application for redemption or transfer not being processed. Should documentation not be forthcoming with regard to the return of payments or the redemption of, then such payment may not proceed. 3. REDEMPTION OF SHARES Shareholders may place redemption orders every Bank Business Day for all or part of their shareholdings. Redemption requests, considered irrevocable, should be sent at the registered office of the Company and/or of the Registrar and Transfer Agent. Requests must contain the following information: the exact name and address of the person making the redemption request and the number of shares to be redeemed, the sub-fund to which such shares belong, the form of the shares (registered), as well as the category and class of shares. Provided the application together with any required documentation is received prior to 12:00. (noon) Luxembourg time, on the Bank Business Day in Luxembourg preceding the next applicable Valuation Day, the shares will be redeemed based on the Net Asset Value per share applicable on the next Valuation Day. If received thereafter or during a non Bank Business Day in Luxembourg, the application will be deferred to the next following Valuation Day. A redemption fee at a maximum rate in accordance with the provision described in the sub-fund s relevant data sheet may be deducted from this amount. Moreover, prospective investors are informed that they may be required to pay additional charges and fees to financial institutions acting as local paying agents in countries where the shares are offered. The redemption proceeds will normally be paid within 5 Bank Business Days after the relevant Valuation Day by bank transfer. Redemption orders will not actually be processed, and the redemption proceeds will not actually be paid until - the Custodian has received confirmation from an independent depository that irrevocable instructions have in fact been given for the delivery of the securities or - the transfer form for registered shares has been received. Neither the Company s Board of Directors, nor the Custodian may be held responsible for any lack of payment of whatever form resulting from the application of possible exchange controls or other circumstances beyond their control which may limit or render impossible the transfer of the redemption proceeds to other countries. Under exceptional circumstances and upon special request by the investor, the Board of Directors may accept requests for redemptions in kind. For any securities delivered as payment for redemption, the Administrative Agent will be required to have a valuation report established by the Company s auditor; this report will mention the quantity, 16

17 denomination and valuation method adopted for such securities. The fees relating to the valuation report will be borne directly by the concerned Shareholder(s). The report will also specify the total value of the securities, expressed in the currency of the sub-fund in which the redemption is made. The securities delivered as payment for a redemption are valued at the last available market offer price of the Business Day with reference to which the Net Asset Value applicable to the redemption is calculated. The Board of Directors will make sure that such redemptions in kind will not be detrimental to the remaining Shareholders. In addition to the suspension of the issue of shares, a suspension of the calculation of the Net Asset Value of the Company s assets entails also the suspension of redemptions and conversions. Any suspension of redemptions will be notified in accordance with Section IV Net Asset Value by all appropriate means to the Shareholders having presented their requests, the execution of which has been differed or suspended. If the total net redemption requests received for one sub-fund on any Valuation Day exceed 10% of the net assets thereof, the redemption requests presented may be reduced and differed proportionally so as to reduce the number of shares redeemed on such day to 10% of the assets of the sub-fund in question. Any redemption request thus differed will have priority over the redemption requests received on the following Valuation Day, but always subject to the limit of 10% mentioned above. In normal circumstances the Board of Directors will maintain adequate level of liquid assets in order to meet redemption requests. 4. CONVERSION OF SHARES A conversion can be analysed as a simultaneous transaction of redemption and subscription of shares. Consequently, such a transaction may only be processed on the first Valuation day on which both the Net Asset Values of the sub-funds involved in the said transaction are calculated. Within one share category and/or class, Shareholders may request at any time the conversion of all or part of their holdings into shares of another sub-fund, category and/or class of shares. Conversion, considered irrevocable, should be sent at the registered office of the Company and/or of the Registrar and Transfer Agent by letter or facsimile, and by indicating the name of the sub-fund into which the shares are to be converted and specifying the category and/or class of the shares to be converted, the category and/or class of the shares of the new sub-fund to be issued. If this information is not given, the conversion will be made into shares of the same class within the same category. Provided the application together with the required documentation is received prior to 12:00. (noon), Luxembourg time, on the Bank Business Day in Luxembourg preceding the next applicable Valuation Day, the shares will be converted based on the Net Asset Value per share applicable on the next Valuation Day. If received thereafter or during a non Bank Business Day in Luxembourg, the application will be deferred to the next following Valuation Day. Subject to a suspension of the calculation of the Net Asset Value, shares may be converted on any Valuation Day following receipt of the conversion request, by reference to the Net Asset Value of the shares of the sub-funds concerned as established on such Valuation Day. The rate at which all or part of the holding of a given sub-fund (the "original sub-fund") is converted into shares of another sub-fund (the "new sub-fund") is determined as precisely as possible in accordance with the following formula: A = ((B x C)-F) x E D A B C being the number of shares of the new sub-fund to be attributed; being the number of shares of the original sub-fund to be converted; being the prevailing Net Asset Value per share of the original sub-fund on the day in question; 17

18 D E F being the prevailing Net Asset Value per share of the new sub-fund on the day in question; and being the exchange rate applicable at the time of the transaction between the currency of the sub-fund to be converted and the currency of the sub-fund to be attributed; being a conversion fee payable to the original sub-fund, at a maximum rate in accordance with the provision described in the sub-fund s relevant data sheet. A conversion fee at a maximum rate in accordance with the provision described in the sub-fund s relevant data sheet may be deducted from the prevailing Net Asset Value per share of the original sub-fund used for the conversion. This maximum rate should be the same applicable rate for all the conversion order executed on the same Valuation Day. Moreover, prospective investors are informed that they may be required to pay additional charges and fees to financial institutions acting as local paying agents in countries where the shares are offered. After conversion, the Registrar and Transfer Agent will inform the Shareholders of the number of shares obtained of the new sub-fund and their cost. In the case of registered shares (with or without attribution of fractions of shares), any remainder after conversion will be reimbursed to the Shareholder, unless the amount is less than 15.- (fifteen Euro) or its currency equivalent, as the case may be. Amounts thus not reimbursed will revert to the relevant sub-fund. In converting shares of a sub-fund into shares of another sub-fund, a Shareholder must meet the applicable minimum subscription amount requirements. If, as a result of any request for conversion, the number of shares held by any Shareholder in a sub-fund or category would fall below the value of minimum subscription amount indicated in the old sub-fund, the Company may treat such request as a request to convert the entire shareholding of such Shareholder. In addition, the Shareholder must comply with the minimum holding requirements with respect to the new sub-fund, as stipulated in the list of subfunds launched under Appendix IV.B. No conversion of shares may be carried out whenever the calculation of the Net Asset Value of one of the sub-fund, category or class of shares involved in the conversion operation is suspended. 5. STOCK EXCHANGE LISTING By decision of the Board of Directors, the shares of the sub-funds and categories of the Company may be admitted to official listing on the Luxembourg Stock Exchange. Such information will be reported in the relevant Sub-Fund section in Appendix IV. IV. NET ASSET VALUE 1. GENERAL PRINCIPLES A. DEFINITION AND CALCULATION OF THE NET ASSET VALUE The Net Asset Value per share of each sub-fund, category and class of shares of the Company is calculated in Luxembourg by the Administrative Agent, under the responsibility of the Company s Board of Directors, in principle on each Valuation Day on a frequency as defined in the sub-funds' relevant data sheets, provided this day is a Bank Business Day in Luxembourg. The Net Asset Values are expressed in the sub-fund's, category's or class's respective reference currency, as stated in the list of sub-funds launched under Appendix IV.B. The value of the shares of each sub-fund, category and class is obtained by dividing the Net Asset Value of the assets of the sub-fund, category and class considered by the number of outstanding shares of these sub-funds, categories and classes. In every sub-fund in which both distribution shares and capitalisation shares shall have been issued and are outstanding, the Net Asset Value shall be determined for each distribution share as well as for each capitalisation share. 18