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VISA 2007/27450-3139-0-PC L'apposition du visa ne p d'argument de publicite
Luxembourg, le 03/07/200 Commission de Surveillan
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BPA INTERNATIONAL SELECTION FUND
Variable Capital Investment Company
Luxembourg
R.C.S. Luxembourg no B83.079
No de TVA: LU 21656124
Prospectus
July 2007
Subscriptions are not valid unless made on the basis of the Prospectus in force accompanied by the latest annual report and by the most recent semi-annual report if published after the most recent annual report, No person is authorised to give any information about the investment company ifthe same is not contained in this Prospectus or in the documents mentioned in this Prospectus and which can be consulted by the public.
BPA NIEIWATIONAL SELECTION FUND (hereinafter the “SICAV”) is registered as a Part I collective investment undertaking according to the law of December 20*, 2002 on “Undertdangs for Collective Investments”, (hereinafter referred to as the “ 2002 Law”). Such registration does not however imply approval or disapproval on the part of a Luxembourg authority regarding the adequacy or exactness of this Prospectus or of the securities portfolio held by the SICAV.
The Board of Directors assumes responsibility for the exactness of the information contained in this Prospectus as of its date of issue.
Any information or statement not contained in this Prospectus or in the reports which form an integral part of this Prospectus are to be considered as unauthorised and therefore untrustworthy. In order to take account of major changes, notably in the case of the addition of further investment compartments, this Prospectus will be updated in due course. Potential applicants are therefore recommended to inform themselves at the SICAV of any later Prospectus that may have been published.
Prospective applicants for and purchasers of shares in the SICAV are recommended to inform themselves personally about the possible legal or fiscal consequences or about any foreign exchange restriction or regulations they may encounter in their country of origin, residence or domicile following the application, purchase, redemption, conversion or transfer of shares in the SICAV.
The Shares have not been registered under the United States Securities Act of 1933 and, except in a transaction which does not violate such Act, may not be directly or indirectly offered or sold in the United States of America, any of its territories or possessions or areas subject to its jurisdictions.
Any reference made in this Prospectus
0 to the expression EUR means the currency which has been introduced in a number of member states of the European Union as from the 1 st January 1999,
0 to the expression USD means the currency of the United States of America. to the expression “Luxembourg Bank Business Day” means any day on which banks in Luxembourg (Grand-Duchy of Luxembourg) are open for business.
The personal data of the subscriber andor distributor are subject to handling by KREDIETBANK SA. Luxembourgeoise, KREDIETRUST Luxembourg S.A. and by EUROPEAN FUND ADMINISTRATION S.A. @FA) for the administrative and marketing management of the Sicav to ensure the correct handling of transactions pursuant to the stipulations of the prospectus and the service contracts, to correctly assign the payments received, ensure the accurate payment of fees and commissions and the correct holding of general meetings and draw up share certificates if necessary. The subscriber or distributor has the right of access to the data for the purposes of changing, correcting or updating it.
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CONTENTS
INTRODUCTION .......................................................................................................................................................... 7
INVESTMENT OBJECTIVES AND POLICY .......................................................................................................... 7
1 . BPAINTERNATIONAL SELECTIC)NFUND-E~ROEQ~S ..................................................................................... 9 2 . RPA INTERNATIONAL SELECTION FUND - D O L P H I N E Q ~ S ........................................................................... 9
RESTRICTIONS OF THE LNVESTMENT POLICY FOR ALL PRESENT AND FUTURE COMPARTMENTS ..................................................................................................................................................... 10
FINANCIAL INSTRUMENTS AND TECHNIQUES ............................................................................................. 16
hlANAGEMENT COMPANY .................................................................................................................................... 21
INVESTMENT MANAGER ....................................................................................................................................... 22
INVESTMENT ADVISOR ......................................................................................................................................... 22
DISTRIBUTOR ............................................................................................................................................................ 23
NET ASSET VALUE ................................................................................................................................................... 24
TEMPORARY SUSPENSION OF THE NET ASSET VALUE ............................................................................. 25
SHARE ISSUE .............................................................................................................................................................. 26
CURRENT SUBSCRIPTIONS .............................................................. 26 PROCEDLRE 26
REDEMPTION OF SHARES ..................................................................................................................................... 27
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SHARE CONVERSION .............................................................................................................................................. 30
DIVIDEND POLICY ................................................................................................................................................... 31
LIQUIDATION ............................................................................................................................................................ 32
A . LIQUIDATION OF THE SICAV ........................................................................ 32 B . LIQUIDATION OF ONE OR MORE COMPARTMENTS OF THE SICAV ................ 32 C . MERGER .................................................................................................... 33
CUSTODIAN BANK & PAYING AGENT ............................................................................................................... 34
TAXATION .................................................................................................................................................................. 36
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..................................... Tmcafion of non-resident shareholders ...................................................................................................................... 36
FEES AND EXPENSES ............................................................................................................................................. 37
GENERAL INFORMATION ..................................................................................................................................... 38
7l-E SICAV ..................................................................................................................................................................... 38 ....................................................................................................................... 38 ..... ..................................................................................................... 39 MI- FINANCIAL STATEMENTS ............................................................. 39
AVAILABLE DOCUMENTS .................................... 39
SUBSCRIPTION FORM ............................................................................................................................................. 41
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BPA INTERNATIONAL SELECTION FUND Variable Capital Investment Company
BOARD OF DIRFLTORS
Mr Juan Pablo MlQUEL PRATS Directeur General Banca Privada d’hdorra Av. Carlemany 119 Escaldes - Engordany , ANDORRA Chairman of the Board of Directors
Mr Xavier MAYOL GONZALEZ Directeur General Adjoint Banca Privada d’hdorra Av. Carlemany 1 19 Escaldes - Engordany , ANDORRA Director
Sous-Directeur General Banca Privada d ’ Andorra Av. Carlemany 119 Escaldes - Engordany , ANDORRA Director
Mr Santiago de ROSSELLO PIERA
MANAGEMENT COMPANY Kredietrust Luxembourg S.A., 1 1 rue Aldringen, L-2960 Luxembourg
Board of Directors
- Monsieur J-P. LOOS, Chairman Administrateur-Directeur, KREDIETBANK S. A. Luxembourgeoise 43, boulevard Royal, L-2955 Luxembourg
- Monsieur R. FISCHER Directeur, KREDIETBANK S. A. Luxembourgeoise 43, boulevard Royal, L-2955 Luxembourg
- Monsieur M. MEERT Administrateur-Delegue, KREDETRUST LUXEMBOURG S. A. 1 1, rue Aldringen, L-2960 Luxembourg
Conductinf officers appointed bv the Board of Directors
- Monsieur M. MEERT Administrateur-Delegue, KREDIETRUST LUXEMBOURG S.A 1 1, rue Aldringen, L-2960 Luxembourg
- Monsieur W. GESQUIERE CIO, KREDIETRUST LUXEMBOURG S.A. 1 1, rue Aldringen, L-2960 Luxembourg
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INVESTMENT MANAGER DEGROOF FUND MANAGEMENT COMPANY, 16-18 rue Guimard, B-1040 Bruxelles
DISTRIBUTOR BANCA PRIVADA D’ ANDORRA, Av, Carlemany 1 19, Escaldes - Engordany, Andorra
REGISTERED OFFICE 1 1, rue Aldringen, L - 1 1 18 Luxembourg
PROMOTER BANCA PRIVADA D’ ANDORRA , Av. Carlemany 1 19 Escaldes - Engordany , ANDORRA
DOMICILIARY, REGISTRAR, TRANSFER AGENT & ADMINISTRATIVE AGENT KREDIETRUST LUEMBOURG S.A., 11, rue Aldringen, L - 2960 Luxembourg
CUSTODIAN BANK & PAYING AGENT KREDIETBANK S.A. LUXEMBOURGEOISE, 43, Boulevard Royal, L - 2955 Luxembourg
INVESTMENT ADVISOR BPA ADVISORY COMPANY S .A,, 1 1, rue Aldringen, L - 1 1 18 Luxembourg
STATUTORY AUDITOR DELOITTE S.A., 560, rue de Neudorf, L-2220 Luxembourg
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INTRODUCTION BPA INTERNATIONAL SELECTION FUND (hereinafter the “SICAV”) is a variable capital investment company constituted in accordance with the legislation of the Grand Duchy of Luxembourg on “Undertaktngs for Collective Investments”.
The object of the SICAV is to offer its shareholders the possibility of investing in a portfolio oriented towards the growth of capital invested in transferable securities.
The SICAV offers the investors a choice between various compartments, each having different investment objectives as described on chapter “Investment Objectives and Policy”. The SICAV thus constitutes a company with multiple compartments which actually offers the choice between the following compartments :
BPA INTERNATIONAL SELECTION FUND - Euro Equities BPA INTERNATIONfi SELECTION FUND - Dolphin Equities
Denominated in EUR Denominated in EUR
The Board of Directors may at any time and in conformity with the Articles of Association issue additional compartments, whose investment aims daer from those of the existing compartments.
Upon the creation of new compartments, the Prospectus will be adjusted to provide detailed lnformation concerning the new compartments.
The capital of the SICAV will at all times be equal to the net assets of all compartments aggregated tog ether.
As an “open” ended investment company, the SICAV may redeem its shares at a price based on the respective net values of those shares.
The issue, redemption and conversion of shares will be made at the calculated Net Asset Value (NAV) per share.
The clauses of the present prospectus applicable to the compartment apply also mutatis mutandis to the classes and categories of Shares.
Only one category of share has currently been created per compartment, the “capitalisation share”.
Any shareholder may request the conversion of all or some of his shares into shares of another Compartment.
The assets of a compartment are only liable for the debts and obligations pertaining to that compartment.
INVESTMENT OBJECTIVES AND POLICY
The Articles of Association empower the Board of Directors to determine the investment policy for each compartment.
The historical performances of all the activated compartments are available in the Simplified Prospectus of the SICAV
As the portfolio of each compartment of the SICAV is subject to market fluctuations and to the risks inherent in any investment, share prices may vary as a result and the SICAV cannot give any guarantee that its objectives will be achieved.
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WARNING :
Each compartment may use secondarily financial techniques and instruments within the limits laid down in the chapter on “Financial Techniques and Instruments”.
The total exposure resulting from these transactions may at no time exceed the value of the net assets of the compartment in question. Each sub-fund may contract futures and options on transferable securities and rate instruments traded on a regulated market, which functions regularly and is recognised and open to the public or traded on OTC markets.
Each compartment of the SICAV may also buy or sell forward contracts, currency options and any type of currency instrument either with a view to hedging or to increasing its exposure in a given currency.
The use of derivatives may be an advantage. When using these the SICAV wdl always apply the principle of prudence and efficient management of the compartment.
On the other hand derivatives may also involve different risks, in some cases higher ones, to those linked to traditional investments. Such as:
market risk which applies to all types of investment, given that the use of derivatives requires not only an understanding of the basic instruments and also the derivatives themselves, without creating the possibility of observing the performance of derivatives in all possible market conditions;
credit risk, if another party taking the derivative does not observe the stipulations of the derivative. The credit risk for derivatives which are traded on the stock exchange is generally less than the risk for derivatives traded OTC because the clearing house acting as issuer or counterparty for each derivative traded on a stock exchange endorses the performance guarantee. To reduce the overall risk of loss, this guarantee is backed by a daily payment system (i.e. hedgmg demands) run by the clearing house. There is no guarantee comparable to that of the clearing house for derivatives traded OTC and the Sicav must take into account the solvency of each counterparty for a derivative traded OTC when estimating the potential credit risk;
liquidity risks, as certain instruments are dacul t to buy or sell. Ifthe derivative transactions are particularly large or if the corresponding market is not liquid (as it is the case for many derivatives traded OTC), the transactions cannot be carried out where a position cannot be realised at a favourable rate;
risk of determining the rate or valuation of derivatives,
the risk resulting fiom the imperfect correlation between derivatives and their assets, interest rates and underlying indices. Many derivatives are complex and are often valued in a subjective way. Inadequate valuations may lead to higher transfers of clearing prices to counterparts or to a loss of value for the Sicav. Derivatives are not always directly linked or parallel to the value of the assets, interest rates or indices fiom which they are derived. this is why recourse to derivatives is not always an efficient way to achieve the company’s investment objective and may sometimes even have the opposite effect;
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counterparty risk. This risk may not exceed, for each sub-fund, 10% of its net assets when the counterparty is a credit institution as described in Section I, point 2) of the chapter Regulations common to all present and future sub-funds’ below or 5% of the net assets in other cases.
1. BPA INTEFCNATIONAL SELECTION FUND - Euro Equities The compartment will mainly invest in equities, negotiated principally on the European Union markets. The investment policy will aim to offer a good return to the shareholder respecting the criteria of risk diversification and within the limit of the investment restrictions hereafter described. The investment policy will also aim to maintain a sufficient liquidity to be able to face any redemption request.
The net asset value is expressed in EUR.
Risk Profile:
Investments in this compartment are accordingly recommended to long-term investors who are in a position and prepared to invest in European companies in the Euro zone.
Profile of the tvaical investor :
The investor needs to accept the risk attached to the European Euro zone equities and his time horizon will be of the order of 5 or so years. This means that it cannot be excluded that over a period of 5 or so years, the return on his investment will not be positive. The investors will therefore have a “dynamic” risk profile.
2. BPA INTERNATIONAL SELECTION FUND - Dolphin Equities The compartment will invest in equities or equities related instruments negotiated on international markets. Under an active management, the investment policy will aim to invest in securities underperformed in the stock market in order to preserve assets and obtain returns in absolute terms to the shareholder, respecting the criteria of risk diversi6cation and within the limit of the investment restrictions hereafter described. The investment policy will also aim to maintain a sufficient liquidity to be able to face any redemption request.
The net asset value is expressed in EUR
Risk profile
Given its investment policy nature, this fund is intended to investors who wish to assume risks attached to investments with international securities with a temporal horizon of at least 3 years.
Profde of the tvaical investor :
This compartment is suitable for the Investor who is prepared to take the higher risks associated with investments in the stock markets in order to maximise the return. Thus, the Investor should have experience with volatile products and be able to accept temporary losses. A long-term investment horizon, at least 3 years, is required in order to ride out potentially.
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RESTRICTIONS OF THE INVESTMENT POLICY FOR ALL PRESENT AND FUTURE COMPARTMENTS
Section I 1. The investments of the SICAV must consist solely of :
a) Transferable securities and money market instruments admitted to or dealt in on a regulated market ;
b) Transferable securities and money market instruments dealt in on another market in a Member State of the European Union which is regulated, operates regularly and is recognised an open to the public ;
c) Transferable securities and money market instruments admitted to official listing on a stock exchange in a non-Member State of the European Union or dealt in an another market in a non-Member State of the European Union which is regulated, operates regularly and is recognised and open to the public;
d) Recently issued transferable securities and money market instruments, provided that : - The terms of issue include an undertaking that application will be made for
admission to official listing on a stock exchange or on another regulated market which operates regularly and is recognised and open to the public ; Such admission is secured within one year of issue; -
e) Shares or units of UCITS authorised according to Directive 85/61 I E E C and/or other UCIs within the meaning of the first and second indent of Article 1, paragraph (2) of the Directive 85/61 l/EEC, whether situated in a Member State of the European Union or not, provided that:
Such other UCIs are authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in community law, and that cooperation between authorities is sufficiently ensured (Currently, any Member State of the European Union, Canada, Hong-Kong, Japan, Norway, Switzerland and United States);
The level of protection for unitholders or shareholders in such other UCIs is equivalent to that provided for unitholders or shareholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of Directive 85/61 l/EEC;
The business of such other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period;
No more than 10 % of the assets of the UCITS or of the other UCIs, whose acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units of other UCITS or other UCIs;
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f ) Deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered ofice in a Member State of the European Union or, if the registered office of the credit institution is situated in a non-Member State, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in community law;
g) Financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market referred to in subparagraphs a), b) and c) above, and/or financial derivative instruments dealt in over-the-counter (“OTC derivatives”), provided that:
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- The underlying consists of instruments covered by this Section, paragraph (I), financial indices, interest rates, foreign exchange rates or currencies, in which the SICAV may invest according to its investment objectives as stated in the Fund’s constitutional documents,
The counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, and
The OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the initiative of the SICAV; such valuation method will be approved by the auditors.
h) Money market instruments other than those dealt in on a regulated market and which fall under Article 1 of the law, if the issue or the issuer of such instruments are themselves regulated for the purpose of protecting investors and savings, and provided that such instruments are:
Issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a non-Member State or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong or,
Issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs (a), (b) or (c) above, or
Issued or guaranteed by an establishment subject to prudential supervision in accordance with criteria defined by community law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by community law, or
Issued by other bodies belonging to the categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least ten million EUR (EUR 10,000,000) and which presents and publishes its annual accounts in accordance with the fourth Directive 78/660/EEC, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line.
a) The SICAV may invest no more than 10 % to the assets of each compartment in transferable securities and money market instruments other than those referred to in paragraph (1);
b) The SICAV may acquire movable and immovable property which is essential for the direct pursuit of its business;
c) The SICAV may not acquire either precious metals or certificates representing them.
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2. However:
3 . The SICAV may hold ancillary liquid assets.
Section II
1. The SICAV must employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk
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profile of the portfolio; it must employ a process for accurate and independent assessment of the value of OTC derivative instruments. It must communicate to the CSSF regularly and in accordance with the detailed rules the latter shall defined, the types of derivative instruments, the underlying risks, the quantitative limits and the methods which are chosen in order to estimate the risks associated with transactions in derivative instruments. Under no circumstances shall these operations cause the SICAV to diverge from its investment objectives as laid down in its management regulations, constitutional documents or prospectus. The SICAV shall ensure that its global exposure relating to derivative instruments does not exceed the total net value of its portfolio.
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Section III 1. The SICAV may invest no more than 10 % of the assets of each compartment in
transferable securities or money market instruments issued by the same body. The SICAV may not invest more than 20 % of the assets of each compartment in deposits made with the same body. The risk exposure to a counterparty of the Fund in an OTC derivative transaction may not exceed 10 % of the assets of each class of shares when the counterparty is a credit institution referred to in Section I, paragraph (1) (f) or 5 % of the assets of each compartment in other cases.
2. The total value of the transferable securities and money market instruments held by the SICAV in the issuing bodies in each of which it invests more than 5 YO of the assets of each compartment must not exceed 40 % of the value of its assets. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervisions.
Notwithstanding the individual limits laid down in paragraph (l), the SICAV may not combine:
- Investments in transferable securities or money market instruments issued by a
Deposits made with a single body, and/or Exposures arising from OTC derivative transactions undertaken with a single
single body; - -
body, In excess of 20 % of the assets of each compartment.
3 . The limit laid down in the first sentence of paragraph (1) may be of a maximum of 3 5 % if the transferable securities or money market instruments are issued or guaranteed by a Member State of the European Union, by its local authorities, by a non-Member State or by public international bodies of which one or more Member States are members.
4. The limit laid down in the first sentence of paragraph (1) may be of a maximum of 25 % for certain bonds when they are issued by a credit institution which has its registered office in a Member State of the European Union and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested in conformity with the law in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in case of bankruptcy of the issuer, would be used on a priority basis for the repayment of principal and payment of the accrued interest.
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If the SICAV invests more than 5 % of the assets of each compartment in the bonds referred to in the first sub-paragraph and issued by one issuer, the total value of such investments may not exceed 80 % of the value of the assets of the compartment.
5 . The transferable securities and money market instruments referred to in paragraphs ( 3 ) and (4) are not included in the calculation of the limit of 40 % referred to in paragraph ( 2 ) .
The limits set out in paragraphs (l), (2), (3) and (4) may not be combined, and thus investments in transferable securities or money market instruments issued by the same body, in deposits or derivative instruments made with this body carried out in accordance with paragraphs (1), (2), (3) and (4) may not exceed a total of 35 % ofthe assets of each compartment. Companies which are included in the same group for the purposes of consolidated accounts, as defined in accordance with Directive 83/349EEC or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in this Article. The SICAV may cumulatively invest up to 2 0 % of the assets of each compartment in transferable securities and money market instruments within the same group.
Section IV The SICAV is authorised to invest in accordance with the principle of risk- spreading up to 100 YO of the assets of each compartment in different transferable securities and money market instruments issued or guaranteed by any Member State of the European Union, its local authorities, a OECD Member State or public international bodies of which one or more Member States of the European Union are members. The compartment must hold securities from at least six different issues, but securities from any one issue may not account for more than 30 YO of the total amount.
Section V 1. The SICAV may acquire the units or shares of UCITS and/or other UCIs referred to in
Section I, paragraph (1) (e), provided that no more than 20 % of the assets of each compartment are invested in the units or shares of a single UCITS or other UCI. Each compartment of a UCI with multiple classes of shares is to be considered as a separate issuer provided that the principle of segregation of the obligations of the various classes of shares vis-a-vis third parties is ensured.
2. Investments made in units or shares of UCIs other than UCITS may not in aggregate exceed 30 % of the assets of each Compartment.
Section VI 1 . The SICAV may not acquire any shares carrying voting rights, which would enable it to
exercise significant influence over the management of an issuing body. 2. Moreover, the SICAV may acquire no more than:
10 % of the non-voting shares of the same issuer; 10 % of the debt securities of the same issuer; 25 % of the units or shares of the same UCITS and/or other UCI; 10 YO of the money market instruments of any single issuer.
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3.
The limits laid down in the second, third and fourth indents may be disregarded at the time of acquisition if at that time the gross amount of bonds or of the money market instruments or the net amount of the instruments in issued cannot be calculated,
Paragraphs (1) and (2) are waived as regards: a) Transferable securities and money market instruments issued or guaranteed by a
Member State of the European Union or its local authorities; b) Transferable securities and money market instruments issued or guaranteed by a non-
Member State of the European Union; c) Transferable securities and money market instruments issued by a public international
bodies of which one or more Member States of the European Union are members; d) Shares held by the SICAV in the capital of a company incorporated in a non-Member
State of the European Union which invests its assets mainly in the securities of issuing bodies having their registered office in that State, where under the legislation of that State, such a holding represents the only way in which the SICAV can invest in the securities of issuing bodies of that State. This derogation, however, shall apply only if in its investment policy the company from the non-Member State of the European Union complies with the limits laid down in Articles 43 and 46 and Article 48, paragraphs (1) and (2) of the Law. Where the limits set in Articles 43 and 46 are exceeded, Article 49 shall apply mutatis mutandis;
e) Shares held by one or more investment companies in the capital of subsidiary companies which, exclusively on its or their behalf carry on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the redemption of shares at the request of shareholders.
Section VI1 1. The SICAV may not borrow; however, the SICAV may acquire foreign currency by means
of a back-to-back loan. 2. By way of derogation from paragraph (I), the SICAV may borrow the equivalent of
a) Up to 10% of the assets of each compartment provided that the borrowing is on a temporary basis in order to be able to pay redemption proceeds;
b) Up to 10 % of the assets of each compartment in the case of investment company provided that the borrowing is to make possible the acquisition of immovable property essential for the direct pursuit of their business; in this case, these borrowings and those referred to in sub-paragraph a) may not in any case in total exceed 15 % of the assets of each compartment.
Section VIII 1 . The SICAV may not grant loans to or act as guarantor for third parties. 2. Paragraph (1) shall not prevent the SICAV from acquiring transferable securities or money
market instruments or other financial instruments referred to in Section I, paragraph ( 1 ) e), g) and h) which are not fully paid.
Section M The SICAV may not carry out uncovered sales of transferable securities, money market instruments or other financial instruments referred to in Section I, paragraph (1) e), g) and h).
The SICAV may from time to time impose fbrther investment restrictions as shall be compatible with, or in the interests of the shareholders, in order to comply with the laws and regulations of the countries in which the units are distributed.
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The restrictions set forth above shall apply only at the time an investment is made. If the restrictions are exceeded as a result of any event other than the making of an investment, the situation shall be remedied, taking due account of the interests of the shareholders.
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FINANCIAL INSTRUMENTS AND TECHNIQUES
The SICAV is authorized for each compartment to :
Use techniques and instruments relating to transferable securities, provided such techniques and instruments are used for the purpose of efficient portfolio management; and Employ techniques and instruments intended to provide protection against exchange risks in the context of the management of their assets and liabilities.
For purposes of efficient portfolio management, the SICAV may engage in
Transactions relating to options on transferable securities; Transactions relating to forward contracts on hancial instruments and options on such agreements; Transactions relating to securities lending, and Repurchase agreements.
1. Transactions relating to options on transferable securities
The SICAV may buy or write call and put options, provided the options are traded on a regulated market, which is in continuous operation and which is recognized and open to the public or traded with a leading and recognised financial institution specialising in these types of transactions and participating to the over the counter market in option.
In the context of the above-mentioned transactions, the SICAV must comply with the following rules :
1.1. Rules apdicable when buying options
The value of the premiums paid for buying put and unexercised call options referred to under point 1 may not, together with the value of premiums paid for buying put and unexercised call options mentioned under point 2.3 below, exceed 15 % of the net asset value of each compartment.
1.2. Rules designed to ensure that the commitments resulting from option transactions can be covered
At the time of writing a call option, the relevant compartment must hold either the underlying securities, the corresponding call options or other instruments capable of guaranteeing coverage of the obligations assumed under the contracts in question, such as warrants. The securities underlying written call options cannot be sold so long as such options are outstanding if they are not hedged by corresponding call options or other instruments which may be used for the same purpose.
The same applies to corresponding call options or other instruments that the relevant compartment is required to hold if it does not own the underlying securities at the time the related call option is written.
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As an exception to this rule, each compartment may write call options relating to securities which it does not own at the time the option agreement is concluded under the following conditions.
The exercise price of the call options being written must not exceed 25 % of the total net assets of the relevant compartment.
The relevant compartment must be at aU time capable of hedgmg the positions taken in the context of the writing of such options.
When writing put options, the relevant compartment must maintain an amount of cash during the entire term of the option agreement sufficient to cover payment for the securities which may be delivered to it in the event the counterpart exercises its option.
1.3. Conditions and h ta t ions on the writing of call and put options
The sum of the commitments resulting from the writing of put and call options (excluding the writing of call options for which the relevant compartment has adequate coverage) and the sum of the commitments resulting from transactions described under point 2.3 below, must never together exceed the aggregate net assets of the relevant compartment.
For such purposes, the commitment for written call and put options corresponds to the total sum of exercise prices for these options.
2. Transactions relating to forward contracts and option contracts on financial instruments
The transactions hereunder must only be based on contracts which are traded on a regulated market, which is in continuous operation, and which is recogmzed and open to the public or traded with a leading and recognised financial institution specialising in these types of transactions and participating to the over the counter market in option. Subject to the conditions set forth hereafter, these transactions may be engaged in for hedging or for other purposes.
2.1. Transactions aimed at hedging risks related to stockmarket trends
With a view to globally hedging its assets against the risk of an unfavourable swing in the stockmarket, the compartments may sell forward contracts on stock exchange indices. For the same reasons, they may also write call options or buy put options on stock exchange indices. The compartments may also engage in index swaps and equity swaps.
The hedging objectives of the above-mentioned transactions implies that there will be a sufficiently close correlation between the composition of the index used and that of the corresponding portfolio.
In general, the total of the obligations relating to forward contracts, index swap agreements, equity swap agreements and option agreements on stock exchange indices must not exceed the aggregate value of the securities held by the relevant compartment in the stockmarket corresponding to the relevant index.
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2.2. Transactions aimed at hedging risks related to changes in interest rates
With a view to globally hedging itself against variations in interest rates, the SICAV may sell interest rate forward contracts. For the same reasons, it may write call options or buy put options on interest rates or enter into interest rate swaps in the context of transactions by mutual agreements with leading financial institutions specializing in this type of transaction.
When concluding such agreements, the total value of the forward contracts, options and interest rate swaps must in general not exceed the aggregate value of the assets of the compartment denominated in the corresponding currency.
2.3. Transactions other than hedging
The SICAV may, for each sub-fund, buy and sell futures and options on all types of hancial instruments on condition that the resulting engagements, added tot he engagements linked to forex operations and the sale of buy and sell options on transferable securities do not exceed the net assets of the sub-fund in question.
To calculate, the sales of buy options on transferable securities with suitable hedging are not taken into account. In this regard, engagements resulting from operations not bearing on options on transferable securities are defmed as follows:
- the engagements resulting from futures corresponding to the value of the net balances of the contracts on the market (after settling the buy and sell positions) linked to identical financial instruments without taking account of their respective maturities,
and
- the engagements resulting from bought and sold options corresponding to the total of the basic prices of the options constituting the balance of the net sales and linked to the same underlying asset without taking account of their respective maturities.
Further it may carry out swaps on condition that the contracting party is a top-quality financial institution specialised in this type of operation. These swaps may at no time be carried out with the aim of modfymg the investment policy of the fund.
The SICAV may also buy or sell futures, swaps and currency options and generally any type of currency instrument to increase its exposure in a given currency.
It is noted that the amount of premiums paid for the acquisition of call and open put options referred to herein must not, together with the amount of premiums paid for the acquisition of call and put options on transferable securities referred to under point 1.1, exceed 15 % of the total net assets of the relevant compartment.
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3, Securities lending transactions
The SICAV may engage in transactions related to securities lending provided that it complies with the following rules :
3.1. Rules aimed at ensuring the successful execution of lendmg transactions
The SICAV may only lend securities within the context of a standardized lending system organized by a recognized securities clearing house or by a leading financial institution specializing in this sort of transaction.
In the context of its lending operations, the SICAV must in principle receive a guarantee at the time of entering into the lending agreement in an amount at least equal to the estimated global value of the securities lent.
Tbs guarantee must be backed by cash or other liquid assets and/or securities issued or guaranteed by member states of the OECD, by their local authorities or supranational bodies of the EU, regonal or worldwide level and held in the name of the SICAV until termination of the lending agreement.
3.2. Conditions and limitations on lending transactions
Lending transactions must not exceed SO % of the global estimated value of the securities in the portfolio of the relevant compartment. This limitation is not applicable where the SICAV is entitled to terminate the agreement at any t i e and to receive back the securities lent.
Lending transactions may not extend beyond a period in excess of 30 days
4. Repurchase agreements
The SICAV may enter into repurchase agreements consisting of the purchase and sale of securities the terms of which allow the seller the right to repurchase the securities sold from the buyer at a price and at a date specified between both parties when entering into the agreement.
Temporarily the SICAV may enter into repurchase agreements.
The SICAV may act either as purchaser or as seller. Its participation in these transactions is, however, subject to the following rules :
4.1. Rules aimed at ensuring the successfi~l execution of repurchase ameements
The SICAV may only participate as a purchaser or seller in such transactions if the counterpart is a leading financial institution speciahng in this sort of transaction.
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4 2 .Conditions and limitations on repurchase ameements
As long as the repurchase agreement is in effect, the SICAV must not sell the securities covered by such agreement before the seller of the securities has exercised its right to repurchase the securities or the time period for such repurchase has expired.
The SICAV must take care to ensure that the number of repurchase agreements be maintained at a level that allows it at all times to meet any redemption obligations.
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MANAGEMENT COMPANY The Board of the SICAV appointed KREDIETRUST LUXEMBOURG S.A. as its management company (hereinafter “Management Company”) by means of a contract dated February lst, 2007 to provide management, administration and marketing services. The Management Company is registered as a management company pursuant to the stipulations of Chapter 13 of the 2002 Law.
KREDETRUST LUXEMBOURG SA. was legitimately changed into a management company under Chapter 13 of the 2002 Law by decision of the General Meeting of the Shareholders on 27 April 2006. It has been set up for an indefinite period.
The Management Company was appointed Domiciliary Agent, Registrar and Transfer and Administrative Agent by agreements concluded on March 28, 2007 with effect as fiom February 13, 2007.
KREDIETRUST LUXEMBOURG S.A. is a subsidiary of KREDIETBANK S.A. Luxembourgeoise.
The Management Company delegates, under its entire responsibility, the functions of Registrar, Transfer and Administrative agent to the European Fund Administration SA. (“EFA”), 2, rue d’ Alsace, L-1017 Luxembourg.
The Administrative Agent is entitled to an annual fee of 0.10% p.a. of the average net assets per compartment during the relevant month with an annual minimum of EUR 30,000, payable monthly.
Furthermore, the SICAV bears the operational expenses such as Domiciliary Agent and Registrar and Transfer’s commission, printing and distribution costs for the annual and semi-annual reports and prospectuses, expenses linked to the registration of the SICAV and its maintenance with government bodies and any other expenses in line with Luxembourg market practises.
The Management Company delegates share distribution to Banca Privada d’hdorra by virtue of a contract signed on March 28,2007 with effect as fiom February 13,2007.
The above mentioned contracts were concluded for an indeftnite period and may be terminated by either party giving three month’s written notice.
The Management Company reserves the possibility of appointing managers to whom it delegates, on its own responsibility, the day-to-day management of the SICAV’s compartments.
The Board of the Management Company is as follows:
- Mr Jean-Paul LOOS, President du Conseil d’Administration
- Mr Michel h4EERT, Administrateur Delegue
- Mr Rafik FISCHER Administrateur
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Mr Jean-Paul LOOS is also a member of the Executive Committee of KREDIETBANK S.A Luxembourgeoise.
Mr Rafik FISCHER is the Head of Global Investor Services within KREDIETBANK S.A Luxembourgeoise.
The subscribed capital and the paid-up capital of the Management Company is EUR 2.300.000. The conducting officers, appointed by the Board of Directors of the Management Company, are Mr Mchel MEERT and Mr Wouter GESQUIERE.
INVESTMENT MANAGER The Board of Directors of the SICAV has the overall responsibility for determining the investment policy and the management of the SICAV.
The Management Company has appointed DEGROOF FUND MANAGEMENT COMPANY, Brussels, to manage on investments pursuant to the provisions of a management agreement dated March 28, 2007 with effect as from February 13, 2007 (the “Investment Management Agreement”). The Investement Management Agreement is terminable on 90 days’ written notice by either party.
DEGROOF FUND MANAGEMENT COMPANY S.A.is a management company for the management of Undertakings for Collective Investments in accordance with the European directives and controlled by the Belgian financial authority CBFA (Banking, Finance and Insurance Commission). DEGROOF FUND MANAGEMENT S.A. was incorporated in 2003 as a subsidiary of Bank Degroof, which still controls 100% of the company. Bank Degroof S.A., founded 1873, is the largest independent private bank in Belgium. The Bank is nowadays active in Belgium, Luxembourg, Switzerland, Spain, France, and the Netherlands.
INVESTMENT ADVISOR With the consent of the Board of Directors, the Management Company has appointed BPA ADVISORY COMPANY S.A. to act as Investment Advisor for the following compartments :
BPA INTERNATIONAL SELECTION FUND - Euro Equities BPA lNTElUiATIONAL SELECTION FUND - Dolphin Equities
The agreement with the Investment Advisor concluded on March 28, 2007 with effect as from February 13, 2007 is for an unlimited duration unless terminated by one of the two parties upon three month‘s written notice.
For its services, BPA ADVISORY COMPANY S.A. will receive an annual advisory fee payable quarterly on the average net asset value of each compartment of the SICAV during the relevant quarter.
This fee will amount 1.5 YO for the BPA INTERNATIONAL SELECTION FUND - Euro Equities.
For the BPA INTERNATIONAL SELECTION FUND - Dolphin Equities, this fee will amount to 1.5% for the I-Class of Shares and amount to 2.5% for the R-Class of Shares.
BPA ADVISORY COMPANY was incorporated as a Societe Anonyme under the laws of Luxembourg on July 24h, 2001. Its registered office is at 1 1, rue Aldringen, L - 1 1 18 Luxembourg.
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The Investment Advisor may subcontract all or pari of his duties, whilst retaining full responsibility. The Investment Sub-Advisor (if any) will be remunerated out of the commission the Investment Advisor will receive out of the assets of the respective compartments from the SICAV.
DISTRIBUTOR The Management Company has mandated by agreement dated March 28,2007 with effect as fiom February 13, 2007, BANCA P W A D A D’ANDORRA, Av. Carlemany 119, Escaldes - Engordany, Andorra as Distributor for the SICAV, in order to organise and oversee the marketing and distribution of the SICAV’s shares.
The agreement has been concluded for an indefinite period and may be cancelled by either contracting party giving one month’s written notice.
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NET ASSET VALUE
The net asset value, the issue price and the redemption price per share of each compartment of the SICAV are calculated every Luxembourg Bank Business Day (“Calculation Day”)7 in the currency in which the compartment is denominated on the basis of the last closing prices available on the preceding Bank Business Day in Luxembourg. The Net Asset Value per share will be dated (“Applicable Net Asset Value Date” or “Valuation Day”) as of the Luxembourg Bank Business Day preceding the Calculation Day.
The net asset value is calculated by dividing the value of the net assets of each compartment of the SICAV by the total number of shares of the compartment concerned in circulation as of that date and rounding the result obtained for each share to the nearest hundredth in the currency of the compartment concerned. For each compartment issuing distribution and capitalisation shares, the net asset value will be determined for each capitahsation and distribution share.
The net asset value of each compartment of the SICAV is equal to the difference between its assets and its current liabilities in accordance with the Articles of Association. For the determination of the net assets, income and expenses are recorded every day.
The valuation of the assets of the different compartments is determined as follows:
1. The value of cash and deposits, drafts and bills payable on demand, receivables, expenditure paid in advance, dividends and interest announced or due but not yet received, is constituted by the nominal value of those assets, unless it appears unlikely that this value can be reahsed; in that case the value is determined by subtracting an amount deemed to be appropriate by the SICAV to reflect the real value of those assets.
2. The valuation of any security or money market instrument traded or listed on a stock exchange is made on the basis of the closing price on the relevant Valuation Day, unless such price is not representative.
3. The valuation of any security or money market instrument traded on another regulated market is made on the basis of the closing price on the relevant Valuation Day.
4. Where securities or money market instruments held in the portfolio on the Calculation Day are not traded or listed on a stock exchange or another regulated market, or where the price determined pursuant to sub-paragraphs (2) or (3) above in respect of securities listed or traded on a stock exchange or another regulated market are not representative of the real value of those securities, such securities are valued on the basis of the probable value of sale estimated with prudence and in good faith.
5 . Options, financial futures and interest rate swap contracts are valued at the last known price on the stock exchanges or regulated markets concerned.
6. Shareflnits issued by UCITS or UCI shall be valued at their last avadable price or net asset value, as at the relevant Valuation Day;
7. a) Options and financial futures and other derivatives shall be valued at the last known rate on the stock exchanges or regulated markets.
b) Interest rate swap contracts shall be valued at the last known rates on the markets where such contracts were concluded.
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Where, as a result of special circumstances, a valuation on the basis of the aforesaid rules becomes impracticable or inaccurate, other generally accepted and verifiable valuation criteria are applied in order to obtain an equitable valuation.
Any asset not expressed in the currency of the compartment to which it belongs may be converted into the currency of the compartment at the rate of exchange applicable on the Luxembourg Bank Business Day concerned or at the rate of exchange provided for in the forward contracts.
TEMPORARY SUSPENSION OF THE NET ASSET VALUE
The Board of Directors of the SICAV may suspend the calculation of the net asset value of the shares of a compartment, the issue and the redemption of shares of a compartment, as well as the conversion from and into compartmentdclasses in the following cases :
a) during any period in which one of the main stock exchanges where a substantial portion of the SICAV’s investments in any given compartment is quoted, is closed other than for a holiday, or during which the transactions on it are restricted or suspended;
b) during an emergency when the SICAV cannot normally dispose of its assets of a given compartment or cannot evaluate these correctly;
c) during any breakdown of the communications network normally used for fixing the price or the value of investments of a gwen compartment or the current market price, or
d) during any period in which the SICAV is unable to repatriate funds for the purpose of malung payments on the redemption of shares or during which the transfer of funds involved in the realisation or acquisition of investments or payments due on redemption of these shares, cannot be effected, in the opinion of the Directors, at a normal rate of exchange.
Such suspension will be published in the “d’Wort” and in any other newspaper that the Board of Directors may determine and be notied to the shareholders requesting the purchase, the conversion or the redemption of shares by the SICAV at that moment.
Such suspension concerning one compartment will not bear upon the calculation of the net asset value, the issue, redemption or conversion of shares of the other compartments.
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SHARE ISSUE
The SICAV actually offers the choice between two compartments :
BPA INTERNATIONAL SELECTION FUND - Euro Equities and BPA INTERNATIONAL SELECTION FUND - Dolphin Equities.
The initial subscription period for the BPA INTERNATIONAL SELECTION FUND - Euro Equities compartment was opened on January 21" 2002 at price of EUR 100.- per share.
The initial subscription period for the BPA INTERNATIONAL SELECTION FUND - Dolphin Equities has been opened on January 2"d 2007. The price for the I-Class was EUR 500.- per share and the price for the R-Class was EUR 100.- per share.
The subscription price was payable within two (2) Luxembourg Bank Business Days of the closure of the initial subscription period.
The net asset value per share of each compartment, and their issue, redemption and conversion prices are avadable each business day at the SICAVs registered office.
Current subscriptions At the end of the initial subscription period, the shares are issued at a price corresponding to the value of the net assets per share. The price computed shall be rounded up to the closest full one hundredth of the concerned compartment.
No subscription fee is currently foreseen.
Procedure
Shares of the SICAV are not offered, nor is the SICAV managed or intended to serve as a vehicle for frequent trading that seeks to take advantage of short-term fluctuations in the securities markets. This type of trading activity is often referred to as "market timing" and could result in actual or potential harm to the shareholders of the SICAV. Accordingly, the Board of Directors reserve the right to reject, wholly or partly any subscription application or conversion request.
Subscription applications must be received by the SICAV by 1:00 p.m. (Luxembourg time) at the latest on the Luxembourg Bank Business Day preceding the Calculation Day. If accepted, they shall be dealt with at the Net Asset Value per share calculated on the Calculation Day following the receipt of such applications.
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Should the subscription requests be received after 1:OO p.m. (Luxembourg time) on the Luxembourg Bank Business Day preceding the Calculation Day, they will be automatically carried over and executed on the following Calculation Day.
The subscription price must be collected by KREDIETBANK S.A. Luxembourgeoise, for the account of the SICAV, on the 2nd Luxembourg Bank Business Day following the Calculation Day of the applicable Net Asset Value. Should the 2nd Luxembourg Bank Business Day not be a bank business day compared to the reference currency of the relevant compartment, the applicable payment day will be the following bank business day of the relevant currency.
Shares may, with prior approval of the Board of Directors, be issued as a counterpart of a contribution of transferable securities to the compartment. However, these transferable securities must respect the investment policy and the restrictions that are mentioned in the prospectus and must have a value equal to the issue price of the shares of the compartment that the shareholder will receive. The contribution of transferable securities to the compartment will be evaluated separately in a specific report from the auditor of the SICAV. These contributions in kind are not subject to a transaction fee.
The Board of Directors may use this techruque only if
b the request is made by the investor himself
> the transfer does not impact the existing shareholders negatively
All costs relating to a contribution in kind will be charged to the compartment concerned only if the fees involved are inferior to the transaction fees the compartment would have paid in the case the compartment should have acquired the securities via the market. Taxes, administrative fees and other potential fees relating to the subscription are in charge of the subscriber.
No share of one class may be issued whenever the calculation of the net asset value of this class is suspended. Notice of any such suspension shall be given to the persons having applied for subscription, and any applications either presented or suspended along such suspension may be withdrawn by way of a written notice to be received by the SICAV prior to the termination of the relevant suspension. Unless so withdrawn, any application shall be taken into consideration on the first Calculation Day following such suspension. See chapter “Temporary Suspension of the Net Asset Value” hereabove.
REDEMPTION OF SHARES
A shareholder in the SICAV may at any time, subject as mentioned below and to any suspension of the determination of the net asset value of the class of share to be redeemed, require the SICAV to redeem all or any of the shares in the SICAV held by him.
The request must indicate the number of shares to be redeemed, the compartment they belong to and, in the case of registered shares, the name under which they have been registered. The request must be accompanied, in the case of bearer shares, by the cert~cates to be redeemed together with all coupons not yet due and, in the case of registered shares, by the certificate if issued and by all documents relating to any transfer.
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The dispatch of the share certificates shall be at the shareholders’ own risk.
Shares submitted for redemption are processed at the applicable net asset value on condition that the redemption request is received by the SICAV by no later than 1 :OOp.m. (Luxembourg time) on each Luxembourg Bank Business Day preceding the Calculation Day.
Should the redemption requests be received after 1:00 p.m. on the Luxembourg Bank Business Day preceding the Calculation Day, they will be automatically carried over and executed on the following Calculation Day.
The shares shall be redeemed at a price corresponding to the value of the net assets per share, reduced by a redemption fee of maximum 1 % of the net asset value per share for the profit of professional intermediaries. The price thus computed shall be rounded up to the closest full one hundredth of the concerned compartment.
Payment of the price of the redeemed shares are made on the 2nd Luxembourg Bank Business Day following the applicable Calculation Day on condition that the share certikates have been returned. Should the 2nd Luxembourg Bank Business Day not be a bank business day compared to the reference currency of the relevant compartment, the applicable payment day will be the following bank business day of the reference currency. Payment is made by bank transfer to the account of the shareholder. Any administrative costs relating to the payment of redeemed shares shall be borne by the SICAV.
Depending on the net asset value fluctuation of the shares of the SICAV, the redemption price may be higher or lower than the price paid by the shareholder when he originally bought the shares.
Redeemed shares are cancelled.
The redemption price is expressed in the reference currency of the concerned compartment or class of shares
Shares of any compartment will not be redeemed if the calculation of the Net asset value per Share in such compartment is suspended by the SICAV in accordance with the Chapter “Temporary Suspension of the Net Asset Value” hereabove.
Each shareholder requesting redemption is notified of such suspension and a l l applications thus pending may be withdrawn if written notice to that effect is received by the SICAV before the suspension is revoked. In the absence of such notice, the shares concerned are redeemed on the first Calculation Day following the end of the suspension.
If there is a sigdicant number of redemption requests (>lo% of the net assets of the last available net asset value), the SICAV reserve the right to redeem the shares only at the redemption price calculated after the SICAV has been able to sell the necessary assets in the shortest time, talung into account the interests of all the shareholders and has the proceeds of this sale available. Redemption requests will be considered by the SICAV in the order which they were received. Those redemption requests, which have been deferred, will be met in priority to later requests on the next Calculation Day.
The Board of Directors may, if writtenly confirmed with circular resolution, pay a redemption amount to a shareholder via a payment of transferable securities or other assets of the compartment. This may be done in respect of the law and after having issued a specific and audited report fiom the auditor of the SICAV. The value of the redemption in kmd must be equal to the product of the NAV per share by the number of share the redeemer detained in the compartment.
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The Board of Directors may use this technique only if
> the request is made by the investor himself
P the transfer does not impact the existing shareholders negatively
All costs relating to the payment in kind are in charge of the person who redeems his shares.
The SICAV shall use its best efforts to maintain an appropriate level of liquidity for each compartment so that redemptions of the shares of each compartment under n o d circumstances may be made without undue delay after request by shareholders. In exceptional circumstances and in the sole interest of the shareholders, the Board of Directors, via circular resolution, may decide to defer the payment in order to be able to sell securities in the best conditions.
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SHARE CONVERSION
Any shareholder may request conversion of all or some of his shares into shares of another compartment at a price equal to the respective net asset values of the shares of the different compartments .
A shareholder wishing to convert shares may send the SICAV a written request to that effect, giving the same information as that required for the redemption of shares and stating in addition the concerned type and class of shares and whether the shares are to be registered or bearer shares.. He should also indicate the address to which payment of any balance resulting from the conversion may be made; the old share certificate must accompany the request. That request must be received by the SICAV by 1:00 p.m.(Luxembourg time) on each Luxembourg Bank Business Day preceding the applicable Calculation Day.
Should the conversion requests be received after 13:OO p.m. on the Luxembourg Bank Business Day preceding the Calculation Day, they will be automatically carried over and executed on the following Calculation Day.
The number of shares allotted in the new compartment will be calculated according to the following formula:
where
A is the number of shares to be allocated in the new compartment
B is the number of shares to be converted of the original compartment
C is the net asset value on the applicable Valuation Day of the shares to be converted of the
D is the exchange rate applicable on the Valuation Day between the currencies of the two
E is the net asset value on the applicable Valuation Day of the shares to be allocated in the new
For conversion of bearer shares, no fraction resulting from the conversion will be allocated to the bearer shareholder requesting such a conversion. The proceeds of the fraction d therefore be reimbursed to the bearer shareholder who has requested the conversion.
No share conversion will be made if the calculation of the net asset value of one of the compartments is suspended.
oripal compartment
compartments
compartment .
No conversion fee is currently foreseen.
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DIVIDEND POLICY
Upon recommendation of the Board of Directors, the Annual General Meeting of the SICAV will determine each year which part of the result of any compartment of the SICAV - including the net investment incomes and any realized and unrealized capital gains (after deduction of realized and unrealized capital losses) - may be distributed to the holders of distribution shares, if any.
Dividend announcements will be published in the “d’wort” and in any other newspaper which the Board of Directors may decide.
Payments of dividends will be made in the currency corresponding to the relevant compartment or class of shares or in any other currency freely exchangeable against that currency as the shareholders may request (provided that any foreign exchange cost shall be deducted from the amount payable to the shareholder).
Payment of dividends on registered shares will be made to shareholders on their bank account. Payment of dividends on bearer shares is made against presentation of the relevant coupons at the offices of the Paying Agent.
Dividends may be distributed to the extent that the capital of the SICAV is maintained at the minimum level as foreseen by Luxembourg Law.
Dividends of each compartment not collected within five years will lapse and accrue for the benefit of that compartment in accordance with Luxembourg Law.
The part of the result which is attributable to the capitalization shares remains invested in the SICAV and is added to that part of net assets that is attributable to the capitalization shares. The objective of capitalization shares is to achieve capital appreciation. For this purpose the capital gain, interest, dividends and all other income will be automatically reinvested.
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LIQUIDATION
A. Liquidation of the SICAV In case of liquidation of the SICAV, the liquidation procedure shall occur in accordance with the provisions of the 2002 Law.
The SICAV can be dissolved
1) If the share capital of the SICAV is less than two thirds of the minimum capital, The Directors must submit the question of its dissolution to an Extraordinary General Meeting, deliberating without condition of presence and deciding by a simple majority of the votes expressed at the meeting.
2) If the share capital of the SICAV is less than a quarter of the minimum capital. The dissolution can be pronounced by the shareholders owning a quarter of the votes expressed at the General Meeting.
The notice convening the General Meeting must be given in such a way that the General Meeting is held within a period of 40 days following the date on which it is established that the net assets have fallen to respectively two thirds or a quarter of the minimum capital.
The net proceeds of liquidation corresponding to each compartment and class of share s h d be distributed by the liquidators to the shareholders of each compartment and class in proportion to their holding of shares in such compartment and class.
Should the SICAV be voluntarily liquidated, by decision of an Extraordinary General Meeting of Shareholders acting as if to amend the Articles of Association, its liquidation will be carried out in accordance with the provisions of the 2002 Law and in accordance with the Law dated August 10, 1915 on Commercial Companies who spec@ the steps to be taken to enable shareholders to participate in the liquidation distribution(s) and in that connection provides for deposit in escrow at the “Caisse de Consignations” of any such amounts as have not promptly been claimed by any shareholders.
The decisions of the Extraordinary General Meeting pronouncing the liquidation of the SICAV will be published in the “Memorial” and in the “d’Wort”.
B. Liquidation of one or more compartments of the SICAV The Board of Directors of the SICAV may decide, at any time, the closing of one or more compartments of the SICAV in the following events :
If, for any reason the value of the total net assets in any compartment has not reached, or has decreased, to a minimum amount, to be the minimum level for such compartment to be operated in an economically efficient manner or,
if the political andor economical environment happens to change as an unfavourable way for the shareholder.
This decision of liquidation has to be published according publicity. The publication must give details on the reasons procedure.
to the applicable rules governing and the terms of the liquidation
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Except if otherwise decided by the Board of Directors, the SICAV is allowed to continue to redeem the shares of the Compartment in liquidation at the condition that the Net Asset Value (“NAV”) applied for such redemption takes into account the liquidation fees and without any redemption fee as foreseen in the current prospectus. The formation expenses must be completely written off as soon as a decision to liquidate has been taken.
Amounts unclaimed by shareholders on the closure of liquidation of the concerned compartment or class of shares shall be deposit with the Custodian Bank for a period not exceeding six months from the date of closure. After such period, the amounts will be deposited with the “Caisse de Consignation” and held at the disposal of the rightful shareholders.
The annual report which relates to the hancial year during which the decision to liquidate has been taken, has to mention explicitly such decision and give the details on the evolution of the liquidation procedure.
The decision to liquidate a compartment in the circumstances and in the manner described in the preceding paragraphs may also be taken at an Extraordinary General Meeting of the shareholders of the compartment to be liquidated where no quorum is required and where the decision to liquidate is approved by simple majority of expressed votes at the shareholder’s meeting.
C. Merger
The decision to merge a compartment in the circumstances and in the manner described in the preceding paragraphs may also be taken at an Extraordinary General Meeting of the shareholders of the compartment to be merged where no quorum is required and where the decision to merge is approved by simple majority of expressed votes at the shareholder’s meeting shareholders.
Under the same circumstances as provided in the preceding paragraph, the Board of Directors may decide to close down one compartment of shares by contribution into another compartment of the SICAV. In addition, such merger may be decided by the Board of Directors if required by the interests of all the shareholders of the relevant compartments. Such decision will be published in the same manner as described in the preceding paragraph and, in addition, the publication will contain information in relation to the new compartment. Such publication Wtll be made one month before the date on which the merger becomes effective in order to enable shareholders to request redemption of their shares, without any redemption fee as stated in the current prospectus, before the operation involving contribution into another compartment becomes effective.
The decision relative to the merger will be binding upon all the shareholders who have not asked for redemption of their shares after the one-month’s period.
The Board of Directors may also, under the same circumstances as provided above, decide to close down one compartment of shares by contribution into another collective investment undertaking governed by Part I of the 2002 Law. In addition, such merger may be decided by the Board of Directors if required by the interests of all the shareholders of the relevant compartment. Such decision will be published in the same manner as described above and, in addition, the publication wdl contain information in relation to the other collective investment undertaking, Such publication wdl be made one month before the date on which the merger becomes effective in order to enable shareholders to request redemption of their shares, fiee of any redemption fees as stated in the
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current prospectus, before the operation involving contribution into another collective investment undertaking becomes effective. In case of contribution to another collective investment undertaking of the mutual fund type, the merger wdl only be binding on shareholders of the relevant compartment who have expressly agreed to the merger.
The contribution of one compartment into another foreign collective investment undertalung is only possible if it is in the best interest of the shareholder and with the unanimous agreement of all the shareholders of the compartment concerned or under the condition that only the shareholders who have approved the operation will be transferred.
CUSTODIAN BANK & PAYING AGENT
KFEDIETBANK S A . Luxembourgeoise, a public limited company with its registered office at Luxembourg, 43 Boulevard Royal, has been designated Custodian Bank for the SICAV under an Agreement concluded on July 24' 2001.
KREDETBANK S.A. Luxembourgeoise is a bank incorporated on 23rd May 1949 under Luxembourg law for unlunited period.
At 3 1st December 2006, its capital and reserves amounted to EUR 1.26 billion.
All securities and liquid assets held by the SICAV are entrusted to the Custodian Bank which fuMs the obligations and duties laid down in the Custodian Bank Agreement.
The Custodian Bank must in particular ensure that :
a) the sale, issue, redemption and cancellation of shares that are carried out by the SICAV or on its
b) in transactions relating to the assets of the SICAV, the counterpart is handed over to it within
c) the profits of the SICAV are appropriated as laid down in the Articles of Association.
The assets of the SICAV are accordingly held either directly by the Custodian Bank or to its order by nominees, agents or delegates of the Custodian Bank.
All acts generally, of whatever nature, regarding the disposition of the assets of the SICAV are carried out by the Custodian Bank on instructions fiom the SICAV.
As remuneration for these services fees at market rates will be paid by the SICAV: a commission calculated on the basis of the net asset value of the SICAV (maximum 0,05% per compartment) plus a fixed commission per transaction plus the operational charges for correspondents, brokers' fees and related taxes.
behalf occur in conformity with the law and with the Articles of Association of the SICAV;
the usual term;
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KREDIETBANK S.A. Luxembourgeoise was as well appointed as Paying Agent for the payment of dividends pursuant to the Paying Agency Agreement dated July 24* 2001. The fees of this service are charged in accordance with usual bank fees.
Both agreements are made for an unlrrmted duration and may be terminated by a 90 days prior written notice by either party,
In consideration of its services and in accordance with usual practice in Luxembourg, the Custodian will be entitled to a fee of maximum 0.05% of the net assets of each compartment. These charges are payable monthly.
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Taxation of the SICAV Under current legislation, the SICAV is not liable to income tax in Luxembourg.
In the same way, dividends paid by the SICAV are exempt from any Luxembourg withholding tax. The SICAV, on the other hand, is liable to an annual tax of 0.05 % of its net asset value and to an annual tax of 0.01% of its net asset value for the classes of shares dedicated to institutional shareholders , except on part of assets already submitted to that taxation.
The tax is payable quarterly on the basis of the net assets of the SICAV as calculated at the end of the relevant quarter. No duty or tax is due in Luxembourg on the issue of shares of the SICAV, except a one-off tax of EUR 1.200.- payable upon incorporation.
Under current law and practice, no tax is payable on capital gains reahsed on the assets of the SICAV. It is unlikely that the SICAV will be liable for capital gains tax through investing its assets in other countries.
The SICAVs income in the form of dividends and interest from sources outside Luxembourg may be subject to withholding taxes at variable rates whch cannot under normal circumstances be recovered.
The above statements are based upon present law and subject to modification.
Taxation of the shareholders
Tmcation of resident shareholders
In certain cases and under certain conditions, the capital gains made by a shareholder, an individual resident in Luxembourg holding or having held, directly or indirectly, more than 10% of the capital of the Sicav or of a sub-fund or holding the shares for six months or less before the transfer of a share, the dividends received by a shareholder and the proceeds made or received by a corporate body resident may be subject to taxation in Luxembourg unless a tax allowance or exemption applies.
Tasration of non-resident shareholders
In certain cases and under certain conditions a non-resident shareholder holding or having held, directly or indirectly, more than 10% of the capital of the Sicav or a sub-fund of the Sicav or a shareholder having a permanent business establishment in Luxembourg to which the share is hked may be subject to taxation in Luxembourg ifa tax allowance or exemption does not apply. A non-resident shareholder is not subject to a wealth tax in Luxembourg or to taxation on donations not made in Luxembourg and inheritance.
Income received by an individual resident in a country of the European Union or certain dependent or associated territories, may, depending on the investment strategy of the sub-fund of the Sicav in
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which this shareholder holds shares fall within the scope of Directive 2003/48/EC of the Council of Ministers of 3 June 2003 on taxation of income in the form of interest payments subject to 15% withholding tax (20% from 1 July 2008 and 35% from 1 July 201 1). The shareholder may also be subject to taxation in his country of residence under the laws and regulations applicable to him and with which he must comply. Potential investors are advised to check the tax obligations in force in their country of residence.
FEESANDEXPENSES
The SICAV bears all its own operating expenses (including the fees paid to the Investment Advisor and the fees and reasonable out of pockets paid to directors, the Management Company and its Conducting Officers, the Custodian Bank and its correspondents, the Listing Agent, the Domiciliary, Registrar and Transfer Agent, the Administrative Agent, the Statutory Auditor and the legal advisers as well as the costs of printing and distributing annual and semi-annual reports, any other periodical information, Simplified Prospectus and this Prospectus), all brokerage fees, taxes due by the SICAV, as well as the costs of registration and maintaining the registration with all Government authorities and of listing the SICAV's shares on the Luxembourg Stock Exchange.
The costs and expenses incurred in connection with the incorporation of the SICAV and the issue of shares referred to herein, including those incurred in the preparation and publication of this complete Prospectus, simplified Prospectus marketing expenses, the costs incurred in obtaining a listing for shares on the Luxembourg Stock Exchange, all legal and printing costs, certain launch expenses (including advertising costs) will be borne by the SICAV, charged to the compartments on a pro-rata basis of the net asset values at the end of the initial subscription period and amortised over the first five years on a straight line basis.
The expenses of incorporation are estimated at EUR 25.000,- and were borne by the compartments existing at the time of formation, pro rata to the amounts received at the time of initial subscription. The costs relating to the launch of a new compartment will be shared out amongst the compartments already existing; on the other hand, the new compartment will also participate proportionally in the initial formation costs that are not yet amortised at the time of the launch of the concerned compartment.
Fees and expenses not attributable to any particular compartment are defrayed among the different compartments pro rata of their respective net assets. Fees and expenses are charged initially to investment income of the concerned compartment. Fees and expenses attributable to a specific compartment are charged directly to that Compartment.
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GENERAL INFORMATION
The SICAV
The SICAV was incorporated as a variable capital investment company under the name of BPA INTERNATIONAL SELECTION FUND on July 24* 200 1 for an unlimited period.
The initial capital at the time of incorporation was EUR 35.000.- divided into 350.- shares of the compartment BPA INTERNATIONAL SELECTION FUND - Euro Equities.
Its Articles of Association were filed with the Registrar of the District Court of Luxembourg and published in the Memorial C Recueil des Societes et Associations on August 30* 2001 and have been modified for the last time on December 28‘ 2006 and were published in the Memorial C Recueil des Societks et Associations on February 15* 2007.
The SICAV is registered with the Regrstre de Commerce et des Societes of Luxembourg under the number B 83.079.
The shares
Subject to following provisions, the shares of the SICAV are freely transferable. They carry no preferential rights nor any right of pre-emption and each whole share gives the right to one vote, whatever its compartment or net asset value, at each General Meeting of the shareholders. The fractions of shares will not give the right to vote. The shares are issued with no par value and must be fully paid up. There is no limit to the number of shares issued by the SICAV.
Within each compartment, the Board of Directors is entitled to create different classes of shares and/or sub-classes that may be characterized by their distribution policy (distribution shares, capitalization shares), their reference currency, their fee level, andor any other feature to be determined by the Board of Directors.
For the time being only capitahsation shares will be issued for each compartment.
The compartment of BPA INTERNATIONAL SELECTION FUND - Dolphin issues I-class (Institutional Class of shares) and R-class (Retail Class of Shares). “Institutional shares” are reserved for investments made by investors which qualify as institutional investors within the meaning of, and as provided for in article 129 of the Luxembourg law of 20th December 2002. All classes and categories of Shares participate in the same pool of assets within a given compartment.
The Board of Directors is likewise authorized to issue fractions of registered shares. Fractions of shares are issued with three decimals. The fractions of shares will correspond to a part of the net assets and will entitle the shareholder to a corresponding portion of the dividends that the SICAV could decide to distribute as well as in case of liquidation.
Shares may be issued at the option of the shareholder in the form of either registered or bearer shares. Certificates representative of registered shares shall normally be delivered within fifteen
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days of the relevant Calculation Day. In case a holder of registered shares does not wish to be issued certificates thereof, he shall be delivered a confirmation of his status as a shareholder.
Bearer shares may at any time be converted into registered shares and vice versa. The costs of such exchanges shall be borne by the holder of the shares concerned.
Shares of the different compartments of the SICAV are quoted on the Luxembourg Stock Exchange.
Bearer shares are issued in denominations of 1, 10, 100, 500 and 1,000 shares for each compartment.
General meetings The Annual General Meeting of the Shareholders of the SICAV will be held every year at the Registered Office of the SICAV in Luxembourg, on the h s t Wednesday of June at 1O:OO a.m. (or, should that day be a bank or legal holiday in Luxembourg, on the following Luxembourg Bank Business Day).
Notice of all General Meetings will be sent to all registered shareholders at least eight days before the General Meeting. These notices indicate the time and the place of the General Meeting, the conditions of admission, the agenda and the requirements of the Luxembourg Law with respect to quorum and the necessary majority. In addition, ifbearer shares exist, notices are published in the “Memorial, Recueil des Societes et Associations”, in the “d’Wort” and in a newspaper of each country where the SICAV is marketed. Requirements for convocation, attendance, quorum and voting at any General Meeting are those laid down in Articles 67, 67( 1) and 70 of the Law of 10th August 1915 of the Grand Duchy of Luxembourg as amended.
Resolutions taken at a General Meeting are binding on all the shareholders of the SICAV, whatever the compartment they may hold. Any amendment affecting the rights of the holders of shares of any compartment vis-a-vis those of any other compartment shall be subject, further, to the said quorum and majority requirements in respect of each such relevant compartment.
Management reports, Annual and Semi-Annual Financial Statements Reports to the shareholders concerning the previous fmncial year, approved by the Statutory Auditor, are available at the SICAV’s Registered Office and are sent to all registered shareholders at the address indicated in the share register at least eight days before the Annual General Meeting. In addition, unaudited semi-annual reports are also avadable at the Registered Office and are sent to the registered shareholders. The hancial year of the SICAV begins on 1 st January and ends on 3 lSt December of each year.
The accounts of the SICAV will be expressed in Em. The accounts of the compartments expressed in different currencies will be converted into EUR and aggregated in order to establish the accounts of the SICAV.
Available documents Copies of the following documents can be examined during business hours on each Luxembourg Bank Business Day at the Registered Office of the SICAV, 1 1 rue Aldringen, Luxembourg :
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a) The Articles of Association of the SICAV;
b) The Management Company Agreement;
c) The Investment Management Agreement;
d) The Investment Advisory Agreement;
e) The Articles of Association of the Advisory Company
f ) The Distribution Agreement;
g) The Custodian Agreement;
h) The Agreements relating to the Domiciliary, Regstrar, Administrative and Transfer Agent
i) The Annual and Semi-Annual Reports;
functions;
Copies of the documents mentioned under (a) and (9 are available at the Registered Office of the SICAV each Luxembourg business day during business hours.
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Y
BPA INTERNATIONAL SELECTION FUND Variable Capital Investment Company
11 rue Aldringen
Luxembourg R.C.S. No B 83.079 L- 1 1 18 LUXEMBOURG
Subscription form
The Legal Notice has been filed with the Regstrar of the District Court of Luxembourg
The undersigned:
Name : First name :
Address:
having received and read the prospectus of BPA INTERNATIONAL SELECTION FUND (heremafter the “SICAV”), declare(s) to subscribe in :
- capitalisation shares in BPA INTERNATIONAL SELECTION FUND - Euro Equities - capitalisation shares in the BPA INTERNATIONAL SELECTION FUND - Dolphin Equities I-Class - capitalisation shares in the BPA INTERNATIONAL SELECTION FUND - Dolph Equities R-Class
Certificates
0 0
0
Registered shares with issuance of a certificate Registered shares in the form of a confirmation of their recording in the Register of shareholders (book shares) Bearer shares (individual bearer certificate)
Payment
The subscribed shares shall be paid :
0 by direct transfer to the EUR account at KREDIETBANK S.A. Luxembourgeoise in favour of the BPA INTERNATIONAL SELECTION FUND - Euro Equities
by direct transfer to the EUR account at KREDIETBANK S.A. Luxembourgeoise in favour of the BPA INTERNATIONAL SELECTION FUND - Dolphn Equities (I-Class or R-Class)
E
The personal data of the subscriber andor the distributor are handled by KREDETBANK S.A. Luxembourgeoise, KREDIETRUST Luxembourg S.A. and EFA to enable them to manage the SICAV administratively and commercially, to enable operations to be handled pursuant to the stipulations of the prospectus and the service contracts, to ensure that payments received are correctly assigned, that general meetings are held correctly and shareholder certificates correctly drawn up $necessary. The subscriber or dlstributor has the right to access hisher data in order to modrfy, correct or update them.
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