BG SELECTION SICAV. Société d investissement à capital variable - PDF

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BG SELECTION SICAV Société d investissement à capital variable Luxembourg R.C.S. Luxembourg B Prospectus Dated January VISA 2017/ PC L'apposition du visa ne peut en aucun cas

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BG SELECTION SICAV Société d investissement à capital variable Luxembourg R.C.S. Luxembourg B Prospectus Dated January VISA 2017/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier TABLE OF CONTENTS 1. ORGANISATION OF THE COMPANY LEGAL FORM AND STRUCTURE OF THE COMPANY SUB-FUNDS MANAGEMENT AND ADMINISTRATION INVESTMENT OBJECTIVES AND POLICIES RISKS FORM OF SHARES ISSUE OF SHARES CLASSES OF SHARES SUBSCRIPTION FOR SHARES REDEMPTION OF SHARES CONVERSION OF SHARES INTO SHARES OF A DIFFERENT SUB-FUND TEMPORARY SUSPENSION OF SUBSCRIPTIONS, REDEMPTIONS AND CONVERSIONS LATE TRADING AND MARKET TIMING PROCEDURES FOR SUBSCRIPTIONS, REDEMPTIONS AND CONVERSIONS REPRESENTING 10% OR MORE OF ANY SUB-FUND COMMISSIONS NET ASSET VALUE TAXATION APPLICABLE LAW GENERAL MEETINGS AND REPORTS LIQUIDATION TERMINATION AND AMALGAMATION OF SUB-FUNDS INFORMATION AVAILABLE TO THE PUBLIC DIVIDEND POLICY APPENDIX A Investment Powers and Restrictions APPENDIX B Financial Techniques and Instruments APPENDIX C Details of each Sub-fund BG SELECTION SICAV Société d investissement à capital variable Registered Office 5, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg INTRODUCTION BG SELECTION SICAV (hereinafter also referred to as the Company or the Sicav ) is an investment company, qualifying as a société d investissement à capital variable with multiple sub-funds under the laws of the Grand Duchy of Luxembourg, which envisages to invest in a diversified range of transferable securities and/or other liquid financial assets permitted by law, conforming to the investment policy of each particular sub-fund. The Company is an Undertaking for Collective Investment in Transferable Securities (a UCITS ) for the purpose of the Council Directive 2009/65/EC ( UCITS Directive ). The Company is registered in the Grand Duchy of Luxembourg pursuant to Part I of the Luxembourg law of 17 December 2010 on undertakings for collective investment (the UCI Law ). However, such registration does not imply a positive assessment by the Luxembourg supervisory authority of the financial sector of the contents of the current prospectus (the Prospectus ) or of the quality of the shares (the Shares ) offered to sale. Any representation to the contrary is unauthorized and unlawful. This Prospectus does not constitute an offer to anyone or solicitation by anyone in any jurisdiction in which such an offer or solicitation is unlawful or in which the person making such an offer or solicitation is not qualified to do so. The distribution of this Prospectus and the offering of the Shares may be restricted in certain jurisdictions. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to subscribe for Shares pursuant to this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdictions. Potential subscribers or purchasers of Shares should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding, conversion or sale of Shares. Any information not mentioned in this Prospectus should be regarded as unauthorized. The information contained in this Prospectus is considered to be accurate at the date of its publication. To reflect material changes, this Prospectus may be updated from time to time and potential subscribers should enquire of the Company as to the issue of any later Prospectus. The board of directors of the Company (the Board of Directors ) is held responsible for the information contained in this Prospectus and has taken all reasonable care to ensure that at the date of this Prospectus the information contained herein are accurate and complete in all material respects. The directors accept responsibility accordingly Subscriptions for Shares can be accepted only on the basis of the current Prospectus. The Company will produce an annual report (the Annual Report ) containing the audited accounts and semi-annual reports (the Semi-annual Reports ). Following the publication of the first of either report, the current Prospectus at that date will be valid only if accompanied by such Annual Report or Semi-annual Report. In addition to this Prospectus, the Board of Directors of the Management Company publishes a KIID (Key Investor Information) relating to an investment in each Subfund, in particular information on the profile of a typical investor and the historical performance. The KIID is available, free of charge, to each subscriber at the registered offices of the Management Company, on its Internet address the Central Administration and any Distributor and must be considered by an investor before the conclusion of the subscription contract. The Board of Directors reserves the right to apply in the future for listing the Shares on the Luxembourg Stock Exchange or any other securities exchanges. Any reference to EUR or Euro in the Prospectus refers to the lawful currency of the European Union Member States, which adopted the Euro. Any reference to USD or US Dollar in the Prospectus refers to the lawful currency of the United States of America. Any reference to GBP or Sterling in the Prospectus refers to the lawful currency of Great Britain. IMPORTANT INFORMATION If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, solicitor, accountant or other financial advisor. No person is authorized to give any information other than that contained in this Prospectus, or any of the documents referred to herein that are available for public inspection at the registered office 1.! ORGANISATION OF THE COMPANY BOARD OF DIRECTORS Mrs Claudia Vacanti Chief Investment Officer of Asset Management Division BANCA GENERALI S.p.A. Via Machiavelli, Trieste Italy Chairman of the Board of Directors Mrs Barbara Malagutti Head of Marketing BANCA GENERALI S.p.A. Via Machiavelli, Trieste Italy Vice Chairman of the Board of Directors Mr Gian Maria Mossa General Manager BANCA GENERALI S.p.A. Via Machiavelli, Trieste Italy Director Mr Alex Schmitt Attorney-at-law BONN & SCHMITT Avocats 148, Avenue de la Faïencerie L-1511 Luxembourg Grand Duchy of Luxembourg Director Mr Edoardo Tubia Independent director 18, avenue de la Porte Neuve L-2227 Luxembourg Grand Duchy of Luxembourg Director - 5 - ADMINISTRATION MANAGEMENT COMPANY BG FUND MANAGEMENT LUXEMBOURG S.A. 5, Allée Scheffer L-2520 Luxembourg BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY Mr Piero Mastrorosa Managing Director of BG Fiduciaria Sim S.p.A. and Chief Operating Officer of Generfid S.p.A. BANCA GENERALI Banking Group Via Machiavelli, Trieste Italy Chairman of the Board of Directors Mr Alex Schmitt Attorney-at-law Bonn & Schmitt 148, Avenue de la Faïencerie L-1511Luxembourg Grand Duchy of Luxembourg Vice Chairman of the Board of Directors Mrs Marylène Alix General Manager BG FUND MANAGEMENT LUXEMBOURG S.A. 5, Allée Scheffer L-2520 Luxembourg Grand Duchy of Luxembourg Mr Mario Andrea Beccaria Head of Asset Management Division BANCA GENERALI S.p.A. Via Machiavelli, Trieste Italy Mr Jan Stig Rasmussen Independent Director 11, rue de Wecker L-6795 Grevenmacher Grand Duchy of Luxembourg Mrs Britta Jaegde-Crott Member of the Executive Committee Hottinger & Cie, Luxembourg 6, Rue Adolphe Fischer L-1520 Luxembourg Grand Duchy of Luxembourg - 6 - AUDITOR OF THE MANAGEMENT COMPANY BDO Audit S.A. 1, rue Jean Piret L-2350 Luxembourg Grand Duchy of Luxembourg INVESTMENT MANAGERS For BG SELECTION SICAV INVESCO ASIA GLOBAL OPPORTUNITIES, for BG SELECTION SICAV INVESCO EUROPE EQUITIES and for BG SELECTION SICAV INVESCO REAL ASSETS RETURN INVESCO ASSET MANAGEMENT S.A. Sede Secondaria Via Bocchetto, 6 2 nd floor, Milano Italy For BG SELECTION SICAV MORGAN STANLEY ACTIVE ALLOCATION, for BG SELECTION SICAV MORGAN STANLEY NORTH AMERICA EQUITIES and for BG SELECTION SICAV MORGAN STANLEY REAL ASSETS PORTFOLIO FUND MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED 25 Cabot Square Canary Wharf E14 4QA London United Kingdom For BG SELECTION SICAV VONTOBEL GLOBAL ELITE VONTOBEL ASSET MANAGEMENT AG Gotthardstrasse Zurich Switzerland For BG SELECTION SICAV BLACKROCK GLOBAL MULTI ASSET FUND, for BG SELECTION SICAV BLACKROCK MULTI ASSETS INFLATION FOCUSED and for BG SELECTION SICAV BLACKROCK DIVERSIFIED STRATEGIES FUND BLACKROCK INVESTMENT MANAGEMENT (UK) LIMITED 12 Throgmorton Avenue EC2N 2DL London England For BG SELECTION SICAV EURIZON CONCERTO EURIZON CAPITAL SGR S.p.A. Piazzetta Giordano Dell Amore, Milano Italy - 7 - For BG SELECTION SICAV PICTET WORLD OPPORTUNITIES PICTET ASSET MANAGEMENT S.A. Route des Acacias Geneva 73 Switzerland For BG SELECTION SICAV GAM FLEXIBLE STRATEGY GAM (Italia) SGR S.p.A. Via Duccio di Boninsegna Milano Italy For BG SELECTION SICAV GLOBAL RISK MANAGED and for BG SELECTION SICAV GLOBAL REAL ASSETS MORNINGSTAR INVESTMENT MANAGEMENT EUROPE LIMITED 1 Oliver s Yard City Road EC1Y 1HQ London United Kingdom For BG SELECTION SICAV HSBC EMERGING MARKETS SOLUTION HSBC GLOBAL ASSET MANAGEMENT (FRANCE) Immeuble Ile-de-France 4 place de la Pyramide, la Défense Puteaux France For BG SELECTION SICAV KAIROS BLEND, for BG SELECTION SICAV KAIROS REAL RETURN KAIROS PARTNERS SGR S.p.A. Via San Prospero Milano Italy For BG SELECTION SICAV KAIROS LIQUID ALTERNATIVE Kairos Investment Management Limited 10 Portman Square W1H 6AZ London United Kingdom For BG SELECTION SICAV JPM BEST IDEAS and for BG SELECTION SICAV J.P. MORGAN GLOBAL MULTI ASSET INCOME FUND JPMORGAN ASSET MANAGEMENT (UK) LIMITED 60, Victoria Embankment EC4Y 0JP London United Kingdom - 8 - For BG SELECTION SICAV SCHRODER MULTI-ASSET SCHRODER INVESTMENT MANAGEMENT LIMITED 31 Gresham Street EC2V 7QA London United Kingdom For BG SELECTION SICAV GENERALI INVESTMENTS EUROPE DIVERSIFIED SOLUTION Generali Investments Europe S.p.A. Società di gestione del risparmio French Branch 2, rue Pillet-Will Paris France For BG SELECTION SICAV DNCA NAVIGATOR DNCA FINANCE S.A. 19, Place Vendôme Paris France For BG SELECTION SICAV COLUMBIA THREADNEEDLE GLOBAL EQUITY ALPHA FUND THREADNEEDLE ASSET MANAGEMENT LIMITED Cannon Place 78 Cannon Street EC4N 6AG London United Kingdom For BG SELECTION SICAV ANIMA-CLUB and for BG SELECTION SICAV ANIMA ITALY EQUITIES ANIMA SGR S.p.A. Galleria De Cristoforis Milano Italy For BG SELECTION SICAV FRANKLIN TEMPLETON MULTI ALPHA FUND FRANKLIN TEMPLETON INVESTMENTS MANAGEMENT LIMITED The Adelphi 1-11 John Adam Street WC2N 6HT London United Kingdom For BG SELECTION SICAV ODDO ASSET MANAGEMENT ODDO EXPERTISE EUROPE ODDO ASSET MANAGEMENT 12 boulevard de la Madeleine Paris France - 9 - For BG SELECTION SICAV ABERDEEN EMERGING MARKETS BOND AND CURRENCY OPPORTUNITY and for BG SELECTION SICAV ABERDEEN LATIN AMERICA EQUITIES ABERDEEN ASSET MANAGERS LIMITED 10 Queens Terrace, Aberdeen, AB10 1YG United Kingdom For BG SELECTION SICAV UBS TOP EMERGING MARKETS FUND UBS AG, GLOBAL ASSET MANAGEMENT Aeschenvorstadt Basel Switzerland For BG SELECTION SICAV PICTET DYNAMIC ADVISORY PICTET ASSET MANAGEMENT LIMITED, Italian Branch Via Della Moscova Milan Italy For BG SELECTION SICAV PIMCO SMART INVESTING FLEXIBLE ALLOCATION PIMCO Europe Ltd 11 Baker Street W1U 3AH London United Kingdom with as sub-investment manager Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, CA USA For BG SELECTION SICAV M&G MULTI ASSET ALLOCATION FUND M & G Investment Management Limited Laurence Pountney Hill EC4R 0HH London United Kingdom For BG SELECTION SICAV MAN MULTI-STRATEGY ALTERNATIVE Man Solutions Limited 1 Curzon Street W1J 5HB London United Kingdom DEPOSITARY, PAYING AGENT AND DOMICILIATION AGENT CACEIS Bank, Luxembourg Branch 5, Allée Scheffer L-2520 Luxembourg CENTRAL ADMINISTRATION, REGISTRAR AND TRANSFER AGENT CACEIS Bank, Luxembourg Branch 5, Allée Scheffer L-2520 Luxembourg AUDITOR OF THE COMPANY ERNST & YOUNG 35 E avenue JF Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg LEGAL ADVISORS BONN & SCHMITT 148, Avenue de la Faïencerie L-1511 Luxembourg 2.! LEGAL FORM AND STRUCTURE OF THE COMPANY BG SELECTION SICAV has been incorporated on January 17, 2008 under Luxembourg law as a société d investissement à capital variable (SICAV). The capital of the Company shall at all times be equal to the value of the net assets of all the Sub-funds of the Company. The initial subscribed capital at incorporation was EUR 31,000,- (thirty-one thousand EURO) divided into 310 Class A fully paid shares of BG SELECTION SICAV SHORT STRATEGIES. The minimum capital of the Company shall be the equivalent of EUR 1,250,000,- (one million two hundred and fifty thousand EURO) within 6 months from authorisation by the Luxembourg regulator. For the purpose of determining the capital of the Company, the net assets attributable to each Sub-fund, if not expressed in Euro, will be converted into Euro at the then prevailing exchange rate in Luxembourg. The Company s articles of incorporation have been deposited with the Luxembourg Register of Trade and Companies (the Register ) and will be published in the Mémorial, Recueil Spécial des Sociétés et Associations (the Mémorial ) on February 15, The Company s articles of incorporation may be amended from time to time by a general meeting of shareholders, subject to the quorum and majority requirements provided by Luxembourg law. Any amendment thereto shall be published in the Mémorial, in a Luxembourg daily newspaper and, if necessary, in the official publications specified for the respective countries in which the Shares are sold. Such amendments become legally binding on all shareholders, following their approval by the general meeting of shareholders. The Company is one single entity; however, the right of investors and creditors regarding a Sub-fund or raised by the constitution, operation or liquidation of a Sub-fund are limited to the assets of this Sub-fund, and the assets of a Sub-fund will be answerable exclusively for the rights of the shareholders relating to this Sub-fund and for those of the creditors whose claim arose in relation to the constitution, operation or liquidation of this Sub-fund. In the relations between the Company s shareholders, each Sub-fund is treated as a separate entity. Any amendments affecting the rights of the holders of Shares of any Class vis-àvis those of any other Class shall be subject further to the said quorum and majority requirements in respect of each relevant Class. The Board of Directors may decide to create further Sub-funds with different investment objectives, and in such cases, this Prospectus will be updated accordingly. The Board of Directors shall maintain for each Sub-fund a separate pool of assets 3.! SUB-FUNDS This is an offer to subscribe for Shares issued without par value in BG SELECTION SICAV, each Share being linked to one of the sub-funds of the Company (the Sub-funds ). The details of each Sub-fund are specified in Appendix C. Different classes of shares may be issued in each Sub-fund of the Company (the Classes ), as determined by the Board of Directors and outlined in Appendix C. For further information about the rights attaching to the various Shares and Classes of Shares, see Section 7 Form of Shares and Section 9 Classes of Shares. On the launch date (the Launch Date ) or during the initial subscription period (the Initial Subscription Period ) Shares in each Sub-fund will be offered at an initial price (the Initial Price ) as specified for each Sub-fund in Appendix C. The Initial Price will be subject to the commissions detailed under Section 16 Commissions. The reference currency (the Reference Currency ) of each Sub-fund is the currency in which the Net Asset Value of each Sub-fund is denominated, as specified for each Sub-fund in Appendix C. The Board of Directors may however decide to calculate the Net Asset Value per Share of one or more Sub-funds/Class(es) of Shares in addition to the Reference Currency in another denomination currency (the Other Denomination Currency ) as further detailed for the respective Sub-funds/Classes of Shares in Appendix C. The NAV calculated in an Other Denomination Currency is the equivalent of the NAV in the Reference Currency of the Sub-Fund converted at the prevailing exchange rate. The launch of a Sub-fund takes place on the Initial Subscription Day or the last day of the Initial Subscription Period as specified for each Sub-fund in Appendix C. If no subscriptions are accepted on this date, the Launch Date will be the next following Valuation Day on which the first subscriptions for the relevant Subfund will have been accepted at the Initial Subscription Price. 4.! MANAGEMENT AND ADMINISTRATION 4.1! The Board of Directors The Board of Directors is responsible for the Company s management, control, administration and the determination of its overall investment objectives and policies. There are no existing or proposed service contracts between any of the directors and the Company, although the directors are entitled to receive remuneration in accordance with usual market practice 4.2! The Management Company BG FUND MANAGEMENT LUXEMBOURG S.A., a limited liability company, société anonyme, having its registered office at 5, Allée Scheffer, L-2520 Luxembourg (the Management Company ) has been designated to serve as management company to the Company in accordance with the provisions of the UCI Law. The Management Company was incorporated for an unlimited duration under the laws of Luxembourg on November 30, 2007 by notarial deed published in the Mémorial on January 7, 2008 under the name of BG Investment Luxembourg S.A.. Its articles of incorporation have been amended on September 9, 2009, February 12, 2013, July 1, 2014 and November 16, 2016 and the amendments were published in the Mémorial, respectively in the Recueil Electronique des Sociétés et Associations ( RESA ) for the amendments of November 16, On July 1, 2014, its share capital amounted to EUR 2,000, The shareholder of the Management Company is Banca Generali S.p.A.. The Management Company also acts as management company for other investment funds. The names of these other funds will be published in the financial reports of the Company. The Management Company is according to an agreement entered into on January 17, 2008 between the Management Company and the Company appointed to serve as the Company s designated management company. The Management Company shall in particular be responsible for the following duties: overall coordination of the investment policy of all Sub-funds and for the investment management and supervision of the Sub-funds on a day-to-day basis; Central administration, including inter alia, the calculation of the net asset value (the Net Asset Value ), the procedure of registration, conversion and redemption of the Shares and the general administration of the Company; Distribution of the Shares of the Company; in this respect the Management Company may with the consent of the Company appoint other distributors/nominees as further outlined here-below under Subsection 4.6; General co-ordination, administration and marketing services. The rights and duties of the Management Company are governed by the UCI Law and an agreement entered into for an unlimited period of time. This agreement may be terminated by either party upon three months prior written notice In accordance with applicable laws and regulations and with the prior consent of the Board of Directors, the Management Company is empowered to delegate, under its responsibility, all or part of its duties and powers to any person or entity, which it may consider appropriate. It being understood that the Prospectus shall
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