VISA 2009/55489-2150-0-PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 17/11/2009 Commission de Surveillance du Secteur Financier BPER International Sicav Société d investissement à capital variable 30, boulevard Royal L-2449 Luxembourg SALES PROSPECTUS December 2009 Distribution of this sales prospectus (the "Sales Prospectus") is not authorised unless it is accompanied by a copy of the latest available annual report of BPER International Sicav (the "Fund") containing the audited balance-sheet and a copy of the latest half-yearly report, if published after such annual report. The Sales Prospectus and the respective annual and semi-annual reports may be obtained free of charge from all paying agents and sales agencies. It is prohibited to disclose information on the Fund, which is not contained in this Sales Prospectus, the documents mentioned therein, the latest annual report and any subsequent semi-annual report. The English version of this Sales Prospectus is binding. BPER International Sicav - Prospectus - page 1
BPER International SICAV TABLE OF CONTENTS TABLE OF CONTENTS... 2 INTRODUCTION... 3 SECTION I: AVAILABLE SUB-FUNDS... 3 SECTION II GENERAL PROVISIONS... 23 MANAGEMENT AND ADMINISTRATION... 23 1. THE FUND... 25 STRUCTURE OF THE FUND... 25 LEGAL ASPECTS... 25 2. INVESTMENT OBJECTIVES AND POLICY... 25 3. RISK PROFILE... 27 4. TOTAL EXPENSE RATIO ( TER ) AND PORTFOLIO TURNOVER ( PTO )... 27 5. INVESTMENTS IN THE BPER INTERNATIONAL SICAV... 27 NET ASSET VALUE... 27 6. ISSUE, CONVERSION AND REDEMPTION OF SHARES... 29 ISSUE OF SHARES... 29 CONVERSION OF SHARES... 30 REDEMPTION OF SHARES... 31 SUSPENSION OF THE NET ASSET VALUE CALCULATION AND OF THE ISSUE, CONVERSION AND REDEMPTION OF SHARES... 32 7. LIQUIDATION AND MERGING OF THE FUND AND ITS SUB-FUNDS... 32 LIQUIDATION OF THE FUND... 32 LIQUIDATION OF A SUB-FUND... 33 MERGER OF SUB-FUNDS OR OF ONE SUB-FUND WITH ANOTHER UCITS... 33 8. DIVIDEND POLICY... 33 9. SPONSOR AND DISTRIBUTOR... 34 10. CUSTODIAN BANK... 34 11. ADMINISTRATIVE SERVICES... 35 12. INVESTMENT ADVISORY COMPANY, PORTFOLIO MANAGERS... 35 13. TAXATION... 35 14. CHARGES AND EXPENSES... 36 15. INFORMATION AVAILABLE TO SHAREHOLDERS... 36 16. INVESTMENT GUIDELINES... 37 BPER International Sicav/ prospectus/ page 2
INTRODUCTION BPER International Sicav (the Fund ) is a company organised as a self-managed société d investissement à capital variable ( SICAV ) and is registered under Part I of the Luxembourg law of December 20, 2002 on collective investment undertakings (the "Law"). This registration pursuant to the Law does not require any Luxembourg authority to approve or disapprove either the adequacy of the Sales Prospectus or the portfolio of securities held by the Fund. Any representation to the contrary is unauthorised and unlawful. The Sales Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not allowed. In particular, the shares of the Fund have not been registered with the Securities and Exchange Commission (SEC) of the United States of America and may therefore not be offered in the United States of America or in any state, territory or possession thereof or areas subject to its jurisdiction. Potential subscribers to the Fund 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. Shares may be acquired on the basis of this sales prospectus, the simplified prospectuses, the latest annual report and, if it has already been published, the subsequent semi-annual report. Any reference to "USD" in the Sales Prospectus refers to the lawful currency of the United States of America and EUR to the Euro, the official currency of the European Monetary Union. The Sales Prospectus is subject to modifications, a.o. concerning the addition or suppression of sub-funds as well as other modifications. Therefore, it is advisable for subscribers to ask the Fund for the most recent issue of the Sales Prospectus. Potential subscribers should note that the structure of the Sales Prospectus is made up of Section I which contains the regulations applicable to each individual sub-fund and a Section II which contain the regulations to which the Fund is subject as a whole. SECTION I: AVAILABLE SUB-FUNDS LIST OF AVAILABLE SUB-FUNDS Sub-Fund 1 BPER International Sicav - Equity Europe Sub-Fund 2 BPER International Sicav - Equity North America Sub-Fund 3 BPER International Sicav - Equity Asia Pacific Sub-Fund 4 BPER International Sicav - Global Bond Sub-Fund 5 BPER International Sicav - Short Term Sub-Fund 6 BPER International Sicav - European Equities Small Cap Sub-Fund 7 BPER International Sicav - Equity Emerging Markets Sub-Fund 8 BPER International Sicav - Equity Eastern Europe Sub-Fund 9 BPER International Sicav - Global Convertible Bond EUR Sub-Fund 10 BPER International Sicav - Global Medium Term Bond Sub-Fund 11 BPER International Sicav - Dynamic Allocation 5 Unless otherwise indicated in the tables below, each sub-fund of the BPER International Sicav (the "Sub- Fund/s") is subject to the general regulations as set out in Section II of the Sales Prospectus. BPER International Sicav/ prospectus/ page 3
SUB-FUND 1 - BPER INTERNATIONAL SICAV - EQUITY EUROPE. Profile of the typical investor Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P Class I Minimum Holding for Class I is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee for the Portfolio Manager Flat Fee The Sub-Fund is suitable for investors wanting to invest in a broadly diversified equity portfolio. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub- Fund. The aim of this Sub-Fund is to invest primarily in stocks of leading European companies which have a powerful market position in their specific area of activity and have a strong capitalisation. The Sub-Fund will invest primarily in companies located in European countries excluded Eastern Europe countries. Moreover the Sub-Fund will favour companies with a longterm strategy to increase profitability. This Sub-Fund may hold liquidities on an ancillary basis. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments, underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg. Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 EUR 1000. Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 1.900% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 4
SUB-FUND 2 - BPER INTERNATIONAL SICAV - EQUITY NORTH AMERICA Profile of the typical investor Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I shares is: Redemption Fee for the Conversion Fee for the Portfolio Manager Flat Fee The Sub-Fund is suitable for investors wanting to invest in a broadly diversified equity portfolio. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund The aim of this Sub-Fund is to provide investors with long term capital growth. This Sub- Fund will therefore invest mainly in equities of large, well capitalised companies on the U.S. and Canadian equity markets. This Sub-Fund may hold liquidities on an ancillary basis. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. USD Accumulation policy Each business day in Luxembourg. Initial subscriptions: USD 100 Initial subscriptions: USD 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the sales agent. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. The portfolio manager has sub-delegated the portfolio management at its own expense to UBS Global Asset Management (Americas) Inc., Chicago. This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 1.900% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 5
SUB-FUND 3 - BPER INTERNATIONAL SICAV - EQUITY ASIA PACIFIC Profile of the typical investor Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee for the Portfolio Manager The Sub-Fund is suitable for investors wanting to invest in a broadly diversified equity portfolio. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. This Sub-Fund will invest mainly in the equity markets of Japan, Hong Kong (China), Singapore, Korea and Australia. In addition, the Sub-Fund can invest in other Emerging Asian equity markets, such as, for example, Thailand and Malaysia. Investors should be aware that due to the emerging process and economic changes, investments in these countries may be affected by legal uncertainties and/or other factors arising from this special situation. Furthermore, some East Asian markets have low capitalisation and tend to be volatile and illiquid. This Sub-Fund may hold liquidities on an ancillary basis. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. USD Accumulation policy Each business day in Luxembourg. Initial subscriptions: USD 100 Initial subscriptions: USD 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the sales agent. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. The portfolio manager has sub-delegated the portfolio management at its own expense to UBS Global Asset Management (Singapore) Ltd. BPER International Sicav/ prospectus/ page 6
Flat Fee This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 2.000% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 7
SUB-FUND 4 - BPER INTERNATIONAL SICAV - GLOBAL BOND Profile of the typical investor Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee for the Portfolio Manager Flat Fee The Sub-Fund is suitable for investors who would like to invest in a broadly diversified portfolio of first-class international bonds. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. The aim of this Sub-Fund is to provide investors with an opportunity to invest globally in bonds of prime issuers and to provide a consistent return. The Sub-Fund will therefore invest in quality bonds with a wide range of maturities and issued by issuers world-wide. This Sub-Fund may hold liquidities on an ancillary basis. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg. Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the sales agent. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-fund s assets. This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 1.100% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 8
Profile of the typical investor Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee: for the Portfolio Manager SUB-FUND 5 - BPER INTERNATIONAL SICAV - SHORT TERM The Sub-Fund is suitable for investors seeking a broadly diversified portfolio EUR short-term instruments with high quality and high liquidity The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. The aim of this Sub-Fund is to provide investors with a safe and continuous return. This Sub- Fund will therefore invest in short term fixed income securities, such as Bonds and Floating Rate Notes, Money Market Instruments, Euro Commercial Papers (ECP) and Certificates of Depostis (CD s) issued by issuers world-wide. At the moment of their acquisition, the initial or residual maturity of all assets must be equal or less than 12 months. As an exception, Floating Rate Notes may have an initial or residual maturity of more than 12 months, provided that their interest rate is adjusted at least annually on the basis of the market conditions. This Sub-Fund may hold ancillary liquid assets. Due to its investment policy, this Sub-Fund will be submitted to the taxe d abonnement at a reduced rate of 0,01% as described under article 13, heading "Taxation of the Fund". This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg. Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the sales agent. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-fund s assets. BPER International Sicav/ prospectus/ page 9
Flat Fee This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 0.700% p.a. calculated daily on the average total net assets of the class during the month concerned. BPER International Sicav/ prospectus/ page 10
SUB-FUND 6 - BPER INTERNATIONAL SICAV - EUROPEAN EQUITIES SMALL CAP Profile of the typical investor Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption fee for the Conversion Fee for the Portfolio Manager Flat Fee The Sub-Fund is suitable for investors wanting to invest in a broadly diversified equity portfolio. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. The aim of this Sub-Fund is to invest mainly in stocks of small-sized European companies, i.e. companies which are domiciled or chiefly active in Europe, excluded companies located in Eastern Europe countries. In addition, the Sub-Fund can invest a maximum of 1/3 of its net assets in European big caps. This Sub-Fund may hold liquidities on an ancillary basis. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg. Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-fund s assets. The portfolio manager delegated the day-to-day portfolio management on its own costs to UBS Global Asset Management (UK) Ltd., London. This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 1.900% p.a. calculated daily on the average total net assets of the class during the month concerned. BPER International Sicav/ prospectus/ page 11
SUB-FUND 7 - BPER INTERNATIONAL SICAV - EQUITY EMERGING MARKETS Profile of the typical investor Historical performance Investment Policy The Sub-Fund is suitable for investors wanting to invest in a broadly diversified equity portfolio, including investments in Russia. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. The aim of this Sub-Fund is to invest primarily in stocks and other equity related securities of companies domiciled in Emerging Markets or which are chiefly active in these markets. Emerging Markets are all markets/countries included in the International Finance Corporation Composite Index and/or the MSCI Emerging Markets Index, as well as other countries/markets with a similar economical development or in which new equity markets have been recently established. This Sub-Fund may invest to a lesser extent of its net assets in closed-end undertakings for collective investments (UCI), in addition to its investments in open-ended UCIs. In the case of a UCI linked to the Fund by common management or control, or by a substantial direct or indirect holding, the UCI must be one that in accordance with its constitutional documents specialises in investments in Emerging Markets in accordance with the investment policy of the Sub-Fund and provided that such UCI is organised in jurisdictions where such vehicules are subject to control by a supervisory authority that is recognised as providing investor protection equivalent to that by Luxembourg authorities. Investments in UCI's may lead to a duplication of fees. The Sub-Fund may also invest in securities listed on the RTS Stock Exchange, on the Moscow Interbank Currency Exchange and on other regulated markets in Russia which would further be recognized as such by the Luxembourg authority. Investments on other markets in Russia, different from the before mentioned ones, fall under the restrictions of article 16, Investment Guidelines, chapter 1.2. No fees or costs on account of the transaction relating to the shares or units in such UCI's may be charged by the Sub-Fund in the case of a UCI linked to the Fund by common management or control, or by a substantial direct or indirect holding. This Sub-Fund may hold liquidities on an ancillary basis. BPER International Sicav/ prospectus/ page 12
Risk Disclosure Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the The risks of expropriation, nationalisation and social, political and economic instabilities are greater in Emerging Markets as these markets have only reached an early stage of development. Investments in some of these markets may be affected by legal uncertainties (e.g., unresolved ownership rights) or by other factors arising from this special situation. It should also be taken into consideration that progress is not the same in all phases of this development and in all countries alike and that the resulting political effects can lead to temporary falls in the stock markets concerned. The most common risks associated with Emerging Markets may be summarised as follows: - fraudulent securities: given the lack of a regulatory structure it is possible that securities in which investments are made be found to be fraudulent. As a result, it is possible that loss may be suffered; - lack of liquidity: the accumulation and disposal of holdings may be more expensive, time consuming and generally more difficult than in more developed markets. In addition, due to the lack of liquidity, volatility may be higher. Many Emerging Markets are small, have low trading volumes, low liquidity and significant price volatility; - currency fluctuations: significant changes in the currencies of the countries in which investments are made vis-à-vis the Sub-Fund s reference currency may occur following the investment of the Sub-Fund in these currencies. These changes may impact the total return of the Sub-Fund to a significant degree. In respect of currencies of certain emerging countries, it is not possible to undertake currency hedging techniques.; - repatriation restrictions: Emerging Markets may temporarily restrict or even prohibit the repatriation of currencies. In such cases the Sub-Fund may not be able to repatriate sales proceeds without any delay. In order to minimise the impact of these restrictions on redemption proceeds, the Sub-Fund shall diversify its investments in various Emerging Markets; - settlement and custody risks: settlement and custody systems in Emerging Markets are not as well developed as those in developed markets. Standards may not be as high and supervisory and regulatory authorities not as sophisticated. As a result there may be risks that settlement may be delayed and that cash or securities could be disadvantaged; - investment and remittance restrictions: in some cases, Emerging Markets may restrict the access for foreign investors to securities. As a result, certain equity securities may not always be available to the Sub-Fund, because the maximum permitted number of investment by foreign shareholders has been reached. In addition, the outward remittance by foreign investors of their share of net profits, capital and dividends may be restricted or require governmental approval. The Sub-Fund will only invest in markets in which it believes these restrictions to be acceptable. However, there can be no guarantee that additional restrictions will not be imposed; - accounting: accounting, auditing and financial reporting standards, practises and disclosure requirements applicable to companies in Emerging Markets differ from those applicable in more developed markets in respect of the nature, quality and timeliness of the information disclosed to investors and, accordingly, investment possibilities may be difficult to properly assess. This Sub-Fund therefore addresses risk-conscious investors. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. USD Accumulation policy BPER International Sicav/ prospectus/ page 13
Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption fee for the Conversion Fee for the Portfolio Manager Flat Fee Each business day in Luxembourg. Initial subscriptions: USD 100 Initial subscriptions: USD 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 2.000% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 14
SUB-FUND 8 - BPER INTERNATIONAL SICAV - EQUITY EASTERN EUROPE Profile of the typical investor Historical performance Investment Policy Risk Disclosure The Sub-Fund is suitable for investors wanting to invest in a broadly diversified equity portfolio, including investments in Russia. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. The aim of this Sub-Fund is to invest primarily in stocks and other equity shares of companies domiciled in Eastern European Countries or which are chiefly active in these markets. Some of these markets may not be stock exchanges or regulated markets, as defined under article 16, Investment Guidelines, chapter "1.1 "Permitted investments of the Fund,. Therefore, investments in such markets, together with any other investments in transferable securities and money market instruments as not defined in article 16, Investment Guidelines, chapter "1.1 "Permitted investments of the Fund may not account for more than 10% of the Sub-Fund s net assets. In addition, the Fund is authorised to invest on an ancillary basis in the equity markets of countries in the western part of Europe. This Sub-Fund may invest to a lesser extent of its net assets in closed-end undertakings for collective investments (UCI), in addition to its investments in open-ended UCIs. In the case of a UCI linked to the Fund by common management or control, or by a substantial direct or indirect holding, the UCI must be one that in accordance with its constitutional documents specialises in investments in Eastern Europe Countries in accordance with the investment policy of the Sub-Fund and provided that such UCI is organised in jurisdictions where such vehicles are subject to control by a supervisory authority that is recognised as providing investor protection equivalent to that provided by Luxembourg authorities. The Sub-Fund may also invest in securities listed on the RTS Stock Exchange, on the Moscow Interbank Currency Exchange and on other regulated markets in Russia which would further be recognized as such by the Luxembourg authority. Investments on other markets in Russia, different from the before mentioned ones, fall under the restrictions of article 16, Investment Guidelines, chapter 1.2. Investments in UCI's may lead to a duplication of fees. No fees or costs on account of the transaction relating to the shares or units in such UCI's may be charged by the Sub-Fund in the case of a UCI linked to the Fund by common management or control, or by a substantial direct or indirect holding. This Sub-Fund may hold liquidities on an ancillary basis. Due to the political and economic changes taking place in the countries of Central and Eastern Europe, investments in some of these markets may be affected by legal uncertainties (e.g., unresolved ownership rights) or by other factors arising from this special situation. It should also be taken into consideration that progress is not the same in all phases of this development and in all countries alike and that the resulting political effects can lead to temporary falls in the stock markets concerned. The most common risks associated with Central and Eastern European Markets may be summarised as follows: - fraudulent securities: given the lack of a regulatory structure it is possible that securities in which investments are made be found to be fraudulent. As a result, it is possible that loss may be suffered; - lack of liquidity: the accumulation and disposal of holdings may be more expensive, time consuming and generally more difficult than in more developed markets. In addition, due to the lack of liquidity, volatility may be higher. Many Central and Eastern European Markets are small, have low trading volumes, low liquidity and significant price volatility; - currency fluctuations: significant changes in the currencies of the countries in which investments are made vis-à-vis the Sub-Fund s reference currency may occur following the investment of the Sub-Fund in these currencies. These changes may impact the total return of the Sub-Fund to a significant degree. In respect of currencies of certain emerging countries, it is not possible to undertake currency hedging techniques.; - settlement and custody risks: settlement and custody systems in Central and Eastern European Markets are not as well developed as those in developed markets. Standards may not be as high and supervisory and regulatory authorities not as sophisticated. As a result there may be risks that settlement may be delayed and that cash or securities could be disadvantaged; BPER International Sicav/ prospectus/ page 15
Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee: for the Portfolio Manager Flat Fee - investment and remittance restrictions: in some cases, Central and Eastern European Markets may restrict the access for foreign investors to securities. As a result, certain equity securities may not always be available to the Sub-Fund, because the maximum permitted number of investment by foreign shareholders has been reached. In addition, the outward remittance by foreign investors of their share of net profits, capital and dividends may be restricted or require governmental approval. The Sub-Fund will only invest in markets in which it believes these restrictions to be acceptable. However, there can be no guarantee that additional restrictions will not be imposed; - accounting: accounting, auditing and financial reporting standards, practises and disclosure requirements applicable to companies in Central and Eastern European Markets differ from those applicable in more developed markets in respect of the nature, quality and timeliness of the information disclosed to investors and, accordingly, investment possibilities may be difficult to properly assess. This Sub-Fund therefore addresses risk-conscious investors. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg. Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. This Sub-Fund s share classes P and I are subject to a Flat Fee of maximum 2.200% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 16
Profile of the typical investor SUB-FUND 9 - BPER INTERNATIONAL SICAV GLOBAL CONVERTIBLE BOND EUR The Sub-Fund is suitable for investors wanting to invest in a broadly diversified portfolio of Global convertible bonds. Historical performance Investment Policy Use of Techniques and Instruments Retail Share Class The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub-Fund. The aim of the Sub-Fund is to give the investors the opportunity to invest in a broadly diversified approach into the global convertible bond universe. The Sub-Fund enables the investors to incorporate convertible bonds as an asset class within an efficient portfolio and to improve the risk-return profile of the portfolio. The Sub-Fund is for investors wishing to participate in the growth of the stock market, but requiring a certain level of security, which is defined for a convertible issue by the so-called bond floor. It is the hybrid characteristics of convertible bonds which allow on the one hand side to benefit from the appreciation of the equity markets due to the increased value of conversion right embedded in a convertible bond and on the other hand to benefit from the security of a bond investment in times when the equity markets are less positive. Depending on the characteristics of the convertible bonds comprised in the Sub-Fund, the Sub-Fund may be more equity or bond sensitive and therefore correlate more with the equities or the bond markets. This Sub-Fund may hold liquidities on an ancillary basis. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Institutional Share Class Reference Currency of the Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption fee of the Conversion Fee of the Portfolio Manager Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg. Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor. UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. BPER International Sicav/ prospectus/ page 17
Flat Fee This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 1.800% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav/ prospectus/ page 18
SUB-FUND 10 - BPER INTERNATIONAL SICAV GLOBAL MEDIUM TERM BOND Profile of the typical investor Historical performance Investment Policy The Sub-Fund is suitable for investors with a medium-term investment horizon who are interested in and able to accept medium-term risk, wanting to take the opportunities for achieving a higher current return against the benchmark, while giving due consideration to capital security and the liquidity of the Fund s assets. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub- Fund. The aim of the Sub-Fund is to achieve a higher current return against the benchmark, while giving due consideration to capital security and the liquidity of the Fund s assets. It invests its assets worldwide mainly in secured and unsecured debenture bonds, notes, similar fixed and variable interest bearing transferable securities (debt instruments and claims), all types of mortgage backed and asset backed securities, convertible bonds, convertible notes or bonds with warrants. The Sub-Fund may invest parts of its net assets in securities with a rating below BBB- (Standard & Poor s), a similar rating from a comparable agency or in so far as it concerns issues that do not have a rating a comparable internal UBS rating. The Sub-Fund investments are also broadly diversified in terms of sectors, issuers and ratings. The Sub-Fund will not be invested in debt securities and rights issued or guaranteed by issuers that are domiciled in emerging market countries or carry out the major share of their economic activities in emerging market countries. The duration of the Sub-Fund will be actively managed against the duration of the benchmark. After deduction of liquidity, the Sub-Fund may invest up to one-third of its net assets in money-market instruments. A maximum of 25% of its net assets may be invested in convertible, exchangeable and warrant-linked bonds as well as convertible debentures. The aforementioned securities correspond to securities in accordance with Article 41 of the Luxembourg law of 20 December 2002. As part of efficient asset management, the Sub-Fund may invest in all derivative financial instruments listed in the section entitled "Special techniques and instruments underlying securities and money-market instruments subject to the guidelines set forth therein. The permitted underlying instruments comprise in particular those listed in 1.1 g). Investments are made in the currencies that are most suitable for the performance of the Sub- Fund. Investments may be made anywhere in the world. The currency risks of the investments in another currency are actively managed against the currency of account and, if necessary, are hedged to the greatest extent possible. Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of the is: Distribution Policy of the Valuation Day Class P shares is: Class I shares is: This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR Accumulation policy Each business day in Luxembourg Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 BPER International Sicav - Prospectus - page 19
Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee for the Portfolio Manager Flat Fee Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor UBS AG, UBS Global Asset Management, Zurich was appointed portfolio manager for the Sub-Fund s assets. The portfolio manager delegated the day-to-day portfolio management on its own costs to UBS Global Asset Management (Americas) Inc. and UBS Global Asset Management (UK) Ltd. This Sub-Fund s share Classes P and I are subject to a Flat Fee of maximum 1.100% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav Prospectus page 20
SUB-FUND 11 BPER INTERNATIONAL SICAV DYNAMIC ALLOCATION 5 Profile of the typical investor Historical performance Investment Policy The Sub-Fund is particularly suitable for investors who have a rather low to medium risk profile and a medium-term investment horizon and, while keeping capital security in mind, wish to benefit from the advantages and opportunities of an active asset management in the global financial markets. Capital security may not, however, in any way be construed as a guarantee that the value of a share at the end of each one-year investment period cannot fall below its initial value. The performance of the Sub-Fund is outlined in the simplified prospectus relating to the Sub- Fund The Sub-Fund is a diversified portfolio of money-market instruments, all types of fixed income and equities, with a floor value fixed on the first business day of each new one-year investment period, calculated on the final value of the previous year (95%). This value of the Sub-Fund should not fall below the floor value at the end of the one-year investment period. The Sub-Fund's assets are invested following the principle of risk diversification in accordance with point 2 "Investment objectives and policy". The Sub-Fund is actively managed and invested in the context of the investment policy outlined above, so as to participate on a broadly diversified basis in the global financial markets. No guarantee can be given that this investment objective will be achieved. The main aim is to ensure that the value of a share at the end of each one-year investment period does not fall below 95% of its initial value (floor value). An investment period extends over a calendar year, whereby the initial investment period is extended over the remainder of the launch year. This, however, can under no circumstances be a guarantee that the value of a share at the end of each one-year investment period, i.e. at the end of each calendar year, will not fall below the floor value of 95% of its initial value. During the one-year investment period in particular, the value of a share may lie fully below the floor value. To achieve its objective, the Sub-Fund invest in money-market instruments, all types of bonds, shares, as well as in derivative financial instruments within the scope of the general investment policy, whereby the part of the portfolio which invests in money-market instruments and bonds (including related derivatives) in the respective reference currency, is intended to guarantee the defined floor value. All other positions in stock markets, interest rate markets, and currencies (including related derivatives) are used to participate in the global financial markets. For this purpose, the Sub-Fund may also make extensive use of derivative financial instruments and/or resort to more complex strategies; hence its classification is as complex UCITS. To achieve broad diversification of all investments among markets, sectors, borrowers, ratings and companies, the Sub-Fund may invest up to 10% of its net assets in existing UCI and UCITS. Use of Techniques and Instruments Retail Share Class Institutional Share Class Reference Currency of is: The Sub-Funds may invest up to 100% of its assets in liquid funds or near-money-market securities, should this be necessary to achieve their investment objectives. This Sub-Fund may enter into transactions relating to techniques and instruments for investment purposes other than hedging in compliance with what is provided under article 16, Investment Guidelines, chapter Special techniques and instruments underlying securities and money market instruments and in the interest of an orderly management of its assets. Due to their high volatility, investments in techniques and instruments are exposed to greater risks than direct investments in securities. Shares of Class P which is an accumulating class dedicated to retail investors. Shares of Class I which is an accumulating class dedicated to institutional investors pursuant to article 129 of the law of 20 December 2002. EUR BPER International Sicav Prospectus page 21
Distribution Policy of the Valuation Day Class P shares is: Class I shares is: Subscription Fee for Class P is: Subscription Fee for Class I is: Redemption Fee for the Conversion Fee for the Portfolio Manager Flat Fee Accumulation policy Each business day in Luxembourg Initial subscriptions: EUR 100 Initial subscriptions: EUR 1000 Up to 3% of the subscribed amount (3.0927% of the net asset value) payable to the Distributor. UBS AG, Global Asset Management, Zurich was appointed portfolio manager for the Sub- Fund s assets. This Sub-Fund s share Classes P and I are subject to a Flat Fee of 1.20% p.a. calculated daily on the average total net assets of the respective class during the month concerned. BPER International Sicav Prospectus page 22
SECTION II GENERAL PROVISIONS MANAGEMENT AND ADMINISTRATION Registered Office: Administrative Address 30, boulevard Royal L-2449 Luxembourg 33A avenue J.F. Kennedy, L-1855 Luxemburg Please note that all correspondence with the Fund should be addressed to the administrative address. Board of Directors: Chairman: Directors: Prof. Dott. Giuseppe Lusignani Member of the Board of Directors BANCA POPOLARE DELL EMILIA ROMAGNA S.C. Modena Maurizio Morgillo Senior Manager of BANCA POPOLARE DELL EMILIA ROMAGNA S.C. Modena Mr Enrico Gorla General Manager BANCA POPOLARE DELL EMILIA ROMAGNA (EUROPE) INTERNATIONAL S.A. Luxembourg Mr Marco Righi-Nicli Manager of BANCA POPOLARE DELL EMILIA ROMAGNA S.C. Modena Dott. Gian Enrico Venturini Senior Manager of BANCA POPOLARE DELL EMILIA ROMAGNA S.C. Modena Day to Day Manager: Christophe Hilbert Associate Director UBS Fund Services (Luxembourg) S.A. 33A avenue J.F. Kennedy, L-1855 Luxemburg Siobhan Ronan Director UBS Fund Services (Luxembourg) S.A. 33A avenue J.F. Kennedy, L-1855 Luxemburg Olivier Humbert Associate Director UBS Fund Services (Luxembourg) S.A. 33A avenue J.F. Kennedy, L-1855 Luxemburg BPER International Sicav Prospectus page 23
Sponsor: Distributor: Sub-Distributor in Luxembourg: Advisory Company: Portfolio Managers: Custodian: Administrative Agent: BANCA POPOLARE DELL EMILIA ROMAGNA S.C via S. Carlo, 8/20 I - 41100 Modena BANCA POPOLARE DELL EMILIA ROMAGNA S.C. via S. Carlo, 8/20 I - 41100 Modena BANCA POPOLARE DELL EMILIA ROMAGNA (EUROPE) INTERNATIONAL S.A. 30, boulevard Royal, L-2449 Luxembourg B.P. 215, L-2012 Luxembourg EMRO FINANCE IRELAND LTD. A.I.B. International Centre, West Block I.F.S.C. Dublin 1 Ireland The name of the respective Portfolio Manager is disclosed for each Sub-Fund under Section I "Available Sub-Funds. UBS (LUXEMBOURG) S.A. 33A avenue J.F. Kennedy, L-1855 Luxemburg UBS FUND SERVICES (LUXEMBOURG) S.A. 33A avenue J.F. Kennedy, L-1855 Luxemburg Auditor: Listing: Deloitte SA 560, rue de Neudorf, L-1011 Luxembourg The Fund s shares are listed on the Luxembourg Stock Exchange. BPER International Sicav Prospectus page 24
1. THE FUND STRUCTURE OF THE FUND BPER International Sicav is a self managed investment company qualifying as a "société d'investissement à capital variable" ("SICAV") with multiple Sub-Funds under the laws of the Grand Duchy of Luxembourg, which envisages to invest in transferable securities, in accordance with the investment policy of each particular Sub-Fund. The Fund complies with the requirements of the European Directive 85/611/EEC as amended by the European Directives 2001/107/EC and 2001/108/EC. BPER International Sicav is characterised by an umbrella construction which allows the issue of various categories of shares, each relating to a specific pool of assets known as Sub-Funds. Such shares belonging to a particular category shall hereinafter also be called Sub-Fund Shares. The entirety of the Sub-Funds net assets forms the total net assets of the Fund, which at any time correspond to the share capital of the Fund and consist of fully paid in and non-par-value shares (the shares ). At general meetings, the shareholder has the right to one vote per share held, irrespective of the difference in value of shares in the respective Sub-Funds. Shares of a particular Sub-Fund carry the right of one vote per share held when voting at meetings affecting this Sub-Fund. The Fund is unlimited with regard to duration and total assets. LEGAL ASPECTS BPER International Sicav was incorporated on November 13, 1997 as an open-end investment fund under Luxembourg law in the legal form of a share company (société anonyme) having the status of an investment company with variable capital (Société d investissement à capital variable) in accordance with Part I of the Luxembourg law relating to undertakings for collective investment enacted on March 30, 1988 and was amended on 13 February 2006 to the requirements of the new law of 20 December 2002, having the new status of a self-managed "société d'investissement à capital variable" ("SICAV"). The Fund is entered under no. B 61.517 in the Luxembourg Commercial Register. The articles of association were published in the Mémorial, Recueil des Sociétés et Associations (the Mémorial ), the official gazette of the Grand Duchy of Luxembourg, of December 17, 1997, and were deposited together with the legal notice concerning the issue of the Fund's shares at the Commercial and Company Register of the District Court of Luxembourg, as well as the amended articles of association on 29 November 1999 and the notice of deposition 15 February 2006. Such amendments become legally binding in respect of all shareholders subsequent to the publication in the Mémorial. The Fund s accounts are audited by Deloitte SA. The financial year of the Fund ends on December 31 each calendar year. The ordinary general meeting takes place annually on the third Wednesday in May at 11.00 hours at the registered office of the Fund. If the third Wednesday in May happens to be a holiday, the ordinary general meeting will take place on the next following business day. The Board of Directors reserves the right to launch new Sub-Funds, at any point in time. The offering memorandum and investment policy of such Sub-Funds are to be communicated through a revised prospectus. In compliance with the regulations laid down in article "Liquidation and merging of the Fund and its Sub-Funds", the Board of Directors reserves the right to liquidate or to merge certain Sub-Funds. Variations in the capital of the Fund can take place without further consideration or enquiry and without the need for publication or registration in the Register of Commerce. The minimum capital required is EUR 1,250,000. This minimum has to be reached within a time frame of six months after the registration of the Fund on the official list of undertakings for collective investment. 2. INVESTMENT OBJECTIVES AND POLICY The purpose of the Fund is to provide investors with an opportunity for investment in all types of transferable securities through professionally managed Sub-Funds, each with their own specific investment objectives and policies as more fully described in Section I, in order to achieve a high regular income while giving ultimate consideration to capital security and portfolio liquidity. The Fund will seek maximum capital appreciation (income plus capital gains) without undue risk. Provided the particular Sub-Fund s investment policy does not specify otherwise, it may invest no more than BPER International Sicav Prospectus page 25