TOCQUEVILLE OLYMPE PATRIMOINE PROSPECTUS UCITS compliant with directive 2009/65/EC General information Form of the UCITS Name TOCQUEVILLE OLYMPE PATRIMOINE Legal form of the UCITS Mutual fund (FCP) Member State in which the UCITS was established FCP under French law Date of creation 7 March 2008 Expected lifetime 99 years Summary of the management offer ISIN code Income distribution Deno minati on curren Units P FR0010565515 capitalisation EUR Units I FR0010576298 capitalisation EUR Subscribers All investors, intended in particular for individuals All investors, intended in particular for institutional investors Initial net asset value Minimum amount of first subscription 100 1 unit 100 1,000 units Minimum amount of subsequent subscription One tenthousandth of a unit One tenthousandth of a unit Information available The latest annual and interim reports are sent within one week upon written request to: Tocqueville Finance S.A. These documents are also available on the website: www.tocquevillefinance.fr Contact point where additional information can be obtained if necessary: +33 1 56 77 33 00 Actors Management company Tocqueville Finance S.A. (34, rue de la Fédération, 75015 Paris). Portfolio management company approved by the AMF under No. 91-12 Depositary and registrars Depositary institution in charge of centralising subscription and redemption orders, institution in charge of keeping records of units and liabilities of the UCITS: CM-CIC Securities, Investment firm approved par the CECEI (6, avenue de Provence -75009, Paris) Delegates Management accounting and valuation: CM-CIC ASSET 1
MANAGEMENT, Portfolio management company, approved by the AMF under No. 97-62, with a capital of 9,133,800 euros (4, rue Gaillon, 75002 - Paris) Statutory auditors Deloitte & Associés (185, avenue Charles de Gaulle, 92524 - Neuilly-sur-Seine Cedex), represented by Olivier Galienne Marketer Tocqueville Finance S.A. Operating procedures and management Main Features Unit features: Rights attached to the category of units: each unitholder has a co-ownership right to the assets of the mutual fund proportional to the number of units held. Liability holder: liability accounting is provided by the depositary CM-CIC Securities. The administration of the units is provided by EUROCLEAR France. Voting rights: in the case of a mutual fund, no voting rights are attached to the units, decisions are taken by the management company; information on the fund s operating procedures is provided to the holders, depending on each case, either individually or through the press or through periodic reports or by any other means in accordance with AMF instructions. Form of units: bearer. Decimal units: Subscriptions and redemptions are possible in ten-thousandths of units called fractions. Closing date: last trading day of December (first closing: end-december 2008). Taxation: the fund is not subject to corporate tax and a fiscal transparency regime applies to the bearer. The tax regime applicable to amounts distributed by the fund or to the fund s realised or unrealised gains or losses depends on the tax provisions applicable to the individual circumstances of the investor and/or the fund s investment jurisdiction. If the investor is not sure of his tax position he is advised to contact a professional tax advisor. Special provisions The Tocqueville Olympe Patrimoine fund is a mutual fund with two unit classes. It therefore has two ISIN codes. ISIN code unit P: FR0010565515 ISIN code unit I: FR0010576298 Classification Diversified Objective The management objective of the Tocqueville Olympe Patrimoine fund is, as part of a strategic allocation of 70% fixed income and 30% equities decided by the management company, to seek to obtain a better performance than the EONIA plus one percentage point (1%), by limiting the risks of major fluctuations of the portfolio, while taking advantage of the development of the euro zone economy. 2
Benchmark The benchmark that will be used for comparison p u r p o s e s is t h e EONIA (European Overnight Index Average) or a composite index representing the target asset allocation, consisting of: 56% EONIA + 14% JP MORGAN EMU 5-7 years + 30% CAC 40. The EONIA index (Euro Overnight Index Average) corresponds to the average of euro zone overnight interest rates, it is calculated by the European Central Bank and represents the European risk-free interest rate. The JP MORGAN EMU 5-7 years index represents all euro zone government bonds with maturities between 5 and 7 years. Information on this index is available on the following website: www.mm.jpmorgan.com. The CAC 40 index is made up of the 40 largest French capitalisations. It is calculated with net dividends reinvested. Investment strategies The management company uses discretionary management. According to the outlook perceived by the manager, the portfolio will be exposed to the asset categories equities and fixed income. The exposure to each of these categories may vary according to the management company s assessment, depending on: The macroeconomic context, valuation levels of different markets and changes in liquidity according to the asset classes; Performance expectations for each of the major asset classes, equities and fixed income; based on these expectations a breakdown between the two types of underlying according is established according to the investment rules set out below; Stock analysis. Between 60% and 100% of the assets of the Tocqueville Olympe Patrimoine fund, with a target allocation of 70%, will be exposed to fixed-income products denominated in euros (bonds, marketable debt securities, convertible bonds, similar securities). Within the fixed income segment, and up to a maximum of 10% of the assets, the fund may also be invested in convertible bonds and non-voting shares. Furthermore, between 0% and 40% of the assets of the Tocqueville Olympe Patrimoine fund, with a target allocation of 30%, will be exposed to equity markets. These investments will predominantly concern equity markets in euro-zone countries i n all sectors and all levels of market capitalisation. The proportion of equities invested in regulated markets in OECD non euro zone countries (United Kingdom, Switzerland, Norway, United States, Canada, Australia, Japan, etc.), may not exceed 5% of the fund s total assets. The fund may be exposed to currency risk in currencies excluding the euro up to a maximum of 5% of the assets. The fund may, in all the geographical areas mentioned above, invest up to 5% of its assets in unlisted financial instruments. The manager will in particular focus the search on stocks in companies that could be subject to significant changes in the coming years (takeover bid, public exchange offer, merger, etc.). Furthermore, the fund will s e e k stocks in companies that show a defensive character by distributing a dividend paid in a steady and lasting manner. It will also seek companies whose stocks and/or the reality of their assets are neglected and/or undervalued by the market or which are in a situation of economic turnaround (due to reorganisation, improvement in the business climate, etc.). The search for and picking of stocks for the Tocqueville Olympe Patrimoine fund is based on financial research developed in-house by Tocqueville Finance. The management method is based on complete independence with respect to indices or sectors of activity. None of them will be given particular preference. 3
For diversification purposes and up to a maximum of 10% of the assets, the fund may also invest in units or shares of French or European UCITS that comply with directive 2009/65/EC and AIF that comply with the four criteria of article R214-13 of the Monetary and Financial Code, of all classifications and themes. Some of these may be invested in emerging debt and use derivatives. These UCITS and/or AIF may or may not be managed by the management company or a related company. The fund will use deposits, repurchase and reverse repurchase transactions and temporary purchases and sale of securities, notably in an effort to optimise cash management. Tocqueville Olympe Patrimoine may use derivatives for the purpose of protecting the assets against equity and/or interest rate risks, or to expose the assets to these risks in order to achieve the management objective. Assets used in the composition of the fund s assets Non-derivative assets included Equities The fund will exposed to equity markets up to a maximum of 40% of its assets. Tocqueville Olympe Patrimoine will mainly operate on equity markets in euro-zone countries. The fund will predominantly invest in France, Italy, Spain, Germany, the Netherlands and Belgium. These stocks will be chosen without reference to an index, a basket of indices or a sector of activity. Likewise, the size of the company and the amount of its market capitalisation are not criteria that will guide the choices made by the managers in charge of the management of the fund. The part of equities invested in regulated markets in OECD non euro-zone countries (United Kingdom, Switzerland, Norway, United States, Canada, Australia, Japan, etc.) may not exceed 5% of the fund s total assets. The fund may, in all the geographical areas mentioned above, invest up to 5% of its assets in unlisted financial instruments. Debt securities and money-market instruments The fund may invest in fixed-income products denominated in euros (bonds, treasury bills, negotiable medium-term notes, certificates of deposit, commercial paper, convertible bonds, similar securities) up to a maximum of 60% to 100% of its total assets, of which maximum 20% in high yield securities. The average maturity of the part exposed to fixed-income products will be between 0 and 7 years. Within this segment, it may also invest in convertible bonds and non-voting shares, up to a maximum of 10% of its total assets. UCITS and AIF The fund may hold up to 10% in units or shares of French or European UCITS that comply with directive 2009/65/EC and AIF that comply with the four criteria of article R214-13 of the Monetary and Financial Code, of all classifications. UCITS and/or AIF will be used in order to expose the fund to sectors of activity, assets or geographical areas that would not be covered directly in the fund. Some of them may be invested in emerging debt and use derivatives. The fund has the option to buy or to subscribe to UCITS or AIF managed by the management company or a related company. Derivatives The fund may operate in the following derivatives: Type of markets where the fund may operate: Regulated, Organised. Risks in which the manager wants to take positions: 4
Risk profile Equities Interest rates. Type of transactions, which shall be limited to achieving the management objective: Hedging, Exposure. Type of instruments used: the fund can use the following instruments on these markets: Futures, Options, Warrants. Strategy for the use of derivatives to achieve the management objective: General hedging of the portfolio, hedging of equity and interest rate risks, Reconstruction of the portfolio s synthetic exposure to equity and interest rate risks, in particular in the management of daily subscriptions/redemptions. These transactions are carried out within the maximum commitment of 100% of the fund s assets. The use of these products shall not lead to overexposure for the fund. Deposits The fund may use deposits within the limit of 20% of its assets with the same credit institution. They will be used only for cash management. Cash borrowing: None. Temporary purchases and sales of securities The fund may use techniques of temporary purchases and sales of securities. Shares held are lent, thereby increasing their return while maintaining an unchanged economic exposure. Repurchase and reverse repurchase arrangements are preferred for the purpose of cash management. The fund may use repurchase and reverse repurchase agreements up to 100% of net assets and loans and borrowing of securities up to 100%. A portion of the revenues from these operations may be added to the operating expenses of the fund (see under heading "operating costs"). The risk and performance indicator of the fund is 3 because of its exposure principally to fixed-income markets and also to equity markets, which can fluctuate significantly. Your money will mainly be invested in financial instruments selected by the management company. These instruments will face fluctuations and risks inherent to equity markets. Your Tocqueville Olympe Patrimoine fund is exposed to several risks that are described below in order of importance. Risk associated with discretionary management: the discretionary management style is based on expectations of developments in different markets (equities, bonds). There is a risk that the fund at any time may not be invested the best-performing equities or debt securities. Risk of capital loss: a capital loss occurs when a unit is sold at a lower price than that paid at the time of the subscription. This risk is related to the fact that the fund offers no protection or guarantee of capital. Therefore, there is a risk that the invested capital may not be fully recovered. Interest rate risk: the degree of exposure to interest rate risk is between 60% and 100%. This risk corresponds to the risk linked to a rise in interest rates in bond markets, which 5
leads to a fall in bond prices and, consequently, a decrease in the fund s net asset value. Credit risk: this is the risk that an issuer of debt securities may be unable to meet its payment deadlines, i.e. coupon payments each year and repayment of the principal at maturity. Such a default may cause the net asset value to decrease. This also covers the risk of a downgrade of the issuer s rating. Furthermore, the fund may be exposed to risk linked to the use of speculative (high yield) or non-rated securities. The fund may be exposed to credit risk on non-rated securities or with low rating. Accordingly, the use of h i g h y i e l d securities may involve a risk inherent to securities whose rating is low or nonexistent and may entail a more significant risk of a decrease in the net asset value. Equity and market risk: the degree of exposure to equity risk is between 0 and 40%. The fund s net asset may be subject to volatility because part of the portfolio is invested in equity markets. A fall in equity markets may lead to a decrease in the fund s net asset value. Risk linked to the holding of convertible bonds (up to a maximum of 10% of the fund s assets): the value of convertible bonds to a certain extent depends on changes in the price of their underlying stocks, and such changes may lead to a decrease in the fund s net asset value. Currency risk: the fund is mainly invested in fixed-income products denominated in euros. The proportion invested in currencies other than the euro will not exceed 5% of the assets. Your fund s exposure to currency risk will therefore be limited. In the event of a fall in the investment currency against the portfolio s reference currency, the euro, the net asset value may decrease. This currency risk will not be hedged. Target subscribers and typical investor profile The P units of the fund are open to all subscribers, particularly to individuals. The P units can be used in unit-linked life insurance contracts. The I units of the fund are open to all subscribers, particularly to institutional investors. The fund is intended for subscribers who wish to invest in a diversified U C I T S exposed at least 60% to fixed-income markets and maximum 40% to equity markets, and who therefore accept the risks associated with the development of these markets. The amount to be reasonably invested in the Fund depends on your personal situation. To determine this amount, you must consider your personal wealth/assets, your current needs and also your desire to take risks or, conversely, to invest cautiously. It is also strongly recommended that you diversify your investments to avoid being completely exposed to the risks of this fund. It is expressly stated that the UCITS concerned by this document is subject to marketing restrictions in respect of legal or natural persons who because of their nationality, residence, office/place of registration or for any other reason, are subject to a foreign jurisdiction that prohibits or restricts the offer of certain goods or services (including financial instruments). Shares and units of UCITS managed by Tocqueville Finance have not been registered with the SEC under the provisions of the US Securities Act of 1933 and are not available, directly or indirectly, in the United States (including in the territories, counties and possessions) to US persons as defined in "Regulation S". Therefore, units and shares of the fund may not be offered, sold, delivered or distributed, directly or indirectly, in the United States or to US destinations. 6
In accordance with the US tax regulation FATCA (Foreign Account Tax Compliance Act), the holders may have to provide the management company or its representative with information on their personal identity and place of residence (home and tax residence) in order to identify a US Person as defined by the FATCA. This information may be transmitted to US tax authorities via French tax authorities. Any failure on behalf of the bearers to comply with this requirement may result in in a 30% flat tax at source being levied on financial flows originating in the United States. Notwithstanding the verification procedures carried out by the management company under FATCA, the holders are requested to ensure that the financial intermediary they have used to invest in the UCITS itself has a Participating FFI status. For further details, the holders are advised to contact a tax advisor. Recommended investment period More than 3 years Method for calculation and allocation of distributable amounts The net income for the financial year is equal to the amount of interest, arrears, dividends, premiums and allotments, attendance fees as well as all income relative to the securities of the fund s portfolio plus income generated by temporary cash holdings, minus management fees and interest on loans. The distributable amounts are made up of: 1 Net income plus retained earnings plus the balance of the income equalisation account; 2 Realised capital gains net of expenses, minus realised capital losses net of expenses for the financial year, plus net capital gains of a similar nature relating to previous financial years that have not been distributed or capitalised plus the balance of the capital gains equalisation account. Units P and I: Net income: The fund has opted for pure capitalisation. The net result is fully capitalised each year. Distribution frequency: N/A Net realised capital gains: the fund has opted for pure capitalisation. Net realised capital gains are fully capitalised each year. Distribution frequency: N/A Unit features The units are denominated in euro and can be split into ten-thousandths, called fractional units. Initial net asset value per unit Units P: 100 Units I: 100,000 Subscription and redemption procedures Subscriptions and redemptions may be divided into ten thousandths called fractional units. Minimum amount of first subscription Minimum amount of subsequent subscription Units P: 1 unit Units I: 1,000 units Units P: one ten-thousandth of a unit Units I: one ten-thousandth of a unit 7
Subscription and redemption orders are received at any time and centralised by the depositary every day until 14:00 and executed on the basis of the net asset value based on the closing price of the day, with the exception of holidays in France as defined by Article L222-1 of the Labour Code, even if the Paris Stock Exchange (Euronext Paris) is open, and calculated operationally the next day. The institution designated to receive subscriptions and redemption orders is CM-CIC Securities (6, avenue de Provence, 75009 - Paris) UCITS Service, phone: +33 1 45 96 79 94, fax: +33 1 45 96 77 23. The Tocqueville Olympe Patrimoine fund is valued daily every day on which the Paris Stock Exchange is open, with the exception of legal holidays in France (even if the Paris Stock Exchange is open). This valuation is calculated in accordance with the rules of valuation and recognition of the fund s assets. The net asset value is available from the management company and the depositary the next business day from the date of calculation. The net assets and the number of units are permanently available to the public on the website of Tocqueville Finance and by telephone. Fees and expenses Subscription and redemption fees Subscription and redemption fees increase the subscription price paid by the investor or decrease the redemption price. The fees charged by the fund are used to offset the costs incurred by the fund to invest or disinvest the funds entrusted to it. Fees not paid to the fund are attributed to the management company, the marketer, etc. Fees payable by the investor levied on subscriptions and redemptions Basis Rate Maximum subscription fee not paid to the fund Subscription fee paid to the fund Maximum redemption fee not paid to the fund Redemption fee paid to the fund Net asset value x number of units Units P: 2% Units I: 0% Net asset value x number of units 0% Net asset value x number of units Units P: 1% Units I: 0% Net asset value x number of units 0% Operating and management costs These fees cover all costs invoiced directly to the fund, except transaction costs. Transaction costs include intermediary fees (brokerage, stock market taxes, etc.) and transaction fees, if any, that may be invoiced, in particular by the depository and the management company. To the operating and management costs may be added: Transaction fees charged to the fund; Outperformance fees, which reward the management company when the fund exceeds its objectives. They are therefore charged to the fund; A portion of the income from temporary purchases and sales of securities. For further details about fees actually charged to the fund, please refer to the Key Investor Information Document. 8
Fees charged to the fund Basis Rate 1 Management expenses Net assets Units P: maximum 1.20% including taxes Units I: maximum 0.60% including taxes Management expenses paid to third parties (statutory auditors, depositary, distribution, lawyers) Net assets None 2 Maximum indirect costs (management expenses and fees) Net assets None 3 Providers collecting transaction costs: Stock Exchange France - Depositary (7%) - Management company (93%) Foreign stock exchange - Depositary (10%) - Management company (90%) Charged on each transaction Stock Exchange France maximum 0.5382% including taxes Foreign stock exchange: maximum 0.884% including taxes 4 Outperformance fee Net assets None Details The management company has not concluded any agreement of soft commissions with brokers or with the depositary. Transaction costs charged on purchases and sales of units are maximum 0.5382% including taxes (Stock Exchange France). Commercial information The purchase or redemption of units may be requested at any time from the depositary. The net asset value is available from the management company and the depositary. The full prospectus, periodic reports and the annual report are available from the management company and the depositary. Information on taking environmental, social and governance criteria into account in the investment policy is available on the management company s website as well as in the annual report of the fund. Investment rules The fund will comply with the eligibility rules and investment limits required by the regulations currently in force, in particular articles L 214-4 and R 214-9 et seq. of the French Monetary and Financial Code. Method of calculation of overall risk The overall risk of financial contracts is calculated according to the commitment method. Rules of valuation and recognition of assets Income recognition The fund recognises revenue using the method of coupon received. 9
Recognition of portfolio entries and exits In the recognition of entries and exits of securities in the fund's portfolio, transaction costs are excluded. Valuation methods Upon each valuation, the fund's assets are valued according to the following principles: Listed equities, bonds and similar securities (French and foreign securities) are valued at market prices The valuation is based on stock exchange prices: The price used depends on the market where the security is traded: European markets: last market price of the day Asian markets: last market price of the day Australian markets: last market price of the day North American markets: last market price of the day South American markets: last market price of the day If there has been no trading in a security by around 14:00, the last price of the previous trading day is used. For unlisted financial instruments (French and foreign securities), the valuation is made at fair value These securities are valued by the fair value method. This corresponds to the amount for which an asset could be exchanged between knowledgeable, willing parties acting under normal conditions of competition. During the period beginning on the date on which an investment was made by the fund and ending no later than 12 months after that date, the fair value is estimated according to the method of the price of a recent investment. In applying the price of a recent investment method, the management company recognises the cost of the investment itself or the price of a significant new investment made with an independent third party under normal market conditions, except in case of manifest depreciation. UCITS and/or AIF securities in the portfolio Valuation based on the last known net asset value. Temporary purchases of securities Repo purchase: contractual valuation. Repurchase agreements to purchase: contractual valuation, because the repurchase of the securities by the seller is considered to be sufficiently certain. Securities lending: valuation of the securities lent at the market price of the underlying asset. The securities are recovered by the fund at the end of the lending contract. Temporary sales of securities Securities sold under repurchase agreements: securities sold under repurchase agreements are valued at market prices; debt representing securities sold under repurchase agreements are maintained at the value set in the contract. Unlisted securities: valuation using methods based on the asset value and return, taking into account prices applied in recent significant transactions. Negotiable debt securities NDS that at the time of the purchase have a residual maturity of less than 3 months are valued linearly. NDS acquired with a residual maturity of more than 3 months are valued: 10
At market value up to 3 months and 1 day before maturity. The difference between the market value recorded 3 months and 1 day before maturity and the redemption value is linearised over the last 3 months. Exception: BTANs are valued at market price until maturity. Market value used: BTAN: yield to maturity or price of the day published by the Bank of France. Other NDS: Futures and options transactions Swaps Securities with a maturity of 3 months to 1 year: NDS subject to significant transactions: Application of an actuarial method, the rate of return used is that recorded each day on the market. Other NDS: Application of a proportional method, the rate of return used is EURIBOR rate for the equivalent maturity, possibly corrected by a margin representing the intrinsic characteristics of the issuer Securities with a maturity of over one year: application of an actuarial method. NDS subject to significant transactions, the rate of return used is that recorded every day on the market. Other NDS: The rate of return used is the BTAN rate of equivalent maturity, possibly corrected by a margin representing the intrinsic characteristics of the issuer Futures contracts: futures contracts are valued at their market value. The market price used for the valuation of futures contracts are in line with those of the underlying securities. They vary depending on the markets where the contracts are listed: Futures traded on European markets: last settlement price of the day Futures traded on North American markets: last settlement price of the day. Options: options in the portfolio are valued: At market value if they are listed. At intrinsic value when no listed price is available. In case of trading, the market prices recognised follow the same principles as those governing the contracts or supporting securities. Options traded on European markets: last market price of the day. Options traded on North American markets: last market price of the day. Swaps with a maturity of less than 3 months are not valued. Swaps with a maturity of more than 3 months are valued at market prices When the swap contract is backed by clearly identified securities (quality and maturity), these two factors are valued as a whole. Forward exchange contracts: these are hedging operations on securities in the portfolio denominated in a currency other than the accounting currency of the fund, via a currency loan in the same currency and for the same amount. Forward currency transactions are valued according to the curve of lending/borrowing rates for the currency. 11
Valuation method for off-balance sheet transactions Futures contracts are calculated on the basis of market value. It is equal to the price (or estimate in the case of an OTC transaction) multiplied by the number of contracts multiplied by the nominal. Option contracts are calculated at market value which is the conversion of the option into the underlying equivalent. This conversion consists in multiplying the number of options by a delta. The delta is the result of a mathematical model (Black-Scholestype) whose parameters are: The price of the underlying, the term to maturity, the short-term interest rate, the option s exercise price and the volatility of the underlying. Dividend swaps against changes in performance are shown at their nominal value plus the difference in valuation at the end of the year; In off-balance sheet transactions, backed or non-backed swaps are recorded: For swaps with a maturity of less than 3 months: at nominal plus or minus the interest differential. For swaps with a maturity of more than 3 months: fixed rate against variable rate: valuation of the fixed-rate leg at market prices. Variable rate against fixed rate: valuation of the variable-rate leg at market prices. 12