NOTE ON (1) CHANGE IN CONTROL OF BNP PARIBAS ASSET MANAGEMENT INDIA PRIVATE LIMITED (“BNPP AMC”) THE ASSET MANAGEMENT COMPANY OF BNP PARIBAS MUTUAL FUND, (2) BARODA ASSET MANAGEMENT INDIA LIMITED (“BARODA AMC”), THE ASSET MANAGEMENT COMPANY OF BARODA MUTUAL FUND, (3) TRANSFER OF SCHEMES AND CHANGE OF TRUSTEESHIP, MANAGEMENT AND ADMINISTRATION OF THE SCHEMES OF BNP PARIBAS MUTUAL FUND TO BARODA MUTUAL FUND AND (4) OTHER RELATED CHANGES:
Pursuant to agreements entered into by and between BNP Paribas Asset Management Asia Limited (“BNPP Asia”), the sponsor of BNP Paribas Mutual Fund (“BNPP MF”); Bank of
Baroda (“BOB”), the sponsor of Baroda Mutual Fund (“Baroda MF”); BNP Paribas Asset Management India Private Limited (“BNPP AMC”), the asset management company of BNPP
MF; BNP Paribas Trustee India Private Limited (“BNPP TC”), the trustee company of BNPP MF; Baroda Asset Management India Limited (“Baroda AMC”), the asset management
company of Baroda MF; and Baroda Trustee India Private Limited (“Baroda TC”), the trustee company of Baroda MF, under which, upon receipt of requisite regulatory approvals,
including approval of the National Company Law Tribunal, Mumbai Bench (“NCLT”) to a composite scheme of amalgamation (“Composite Scheme”) under Sections 230 to 232 and
other applicable provisions, if any, of the Companies Act, 2013, upon the Composite Scheme being effective from March 14, 2022 (“Effective Date”), the following key changes/events
have come into effect :
(a) amalgamation of Baroda AMC into BNPP AMC, with BNPP AMC continuing to be the surviving asset management company (the “Surviving AMC”) with BNPP Asia and BOB as
the shareholders of the equity share capital of the Surviving AMC.
(b) amalgamation of BNPP TC into Baroda TC, with Baroda TC continuing to be the surviving trustee company (the “Surviving TC”) with BNPP Asia and BOB as the shareholders of
the equity share capital of the Surviving TC.
(c) handover of trusteeship, and transfer of right to administer and manage all the schemes of the BNPP MF (“BNPP Schemes”) to Baroda MF (“Surviving MF”), including merger
of schemes of BNPP MF and Baroda MF.
((a), (b) and (c) collectively referred to as “Transaction”).
Further, pursuant to the above Transactions, on and from the Effective Date of March 14, 2022:
1. BNPP TC has ceased to exist and merged into Baroda TC (the Surviving TC), and therefore ceased to act as the trustee of the BNPP Schemes. BNPP TC has relinquished their
rights, role, responsibilities, authority and functions as the trustee of the BNPP Schemes and handed over the trusteeship of the BNPP Schemes (including the assets, liabilities
of the BNPP Schemes, the unclaimed dividends, unclaimed redemptions, outstanding borrowings, if any, the load balances, if any, any balance in the investor education
fund and all records relating thereto) to Baroda TC. In accordance with the approval from SEBI, the provisions of the MF Regulations and other regulatory and contractual
formalities, the Surviving TC has become the trustee to the BNPP Schemes which are transferred to the Surviving MF, and have assumed the role, responsibility, authority and
functions of the trustee to the BNPP Schemes and unitholders should be confident that the BNPP Schemes will at all times be managed in the best interests of all unitholders.
2. Baroda AMC has ceased to exist and merged into BNPP AMC (the Surviving AMC), and has therefore transferred its rights to operate, administrate and manage the Baroda
Schemes to BNPP AMC, the Surviving AMC of the Surviving MF. In accordance with the approval from SEBI, the MF Regulations and other regulatory and contractual formalities
as may be applicable, the Surviving AMC has, acquired the right to operate, administrate and manage the Baroda Schemes and the BNPP Schemes which are transferred to
the Surviving MF, and has assumed the rights, obligations, role, functions, responsibilities and duties (including obligations relating to investor grievances in respect of all
such schemes) as the asset management company of the Surviving MF.
3. To enable the Surviving AMC to assume the right to operate, administrate and manage the Baroda Schemes and the BNPP Schemes transferred to the Surviving MF, a fresh
Investment Management Agreement dated March 14, 2022 has been entered into by and between the Surviving TC and Surviving AMC in accordance with the MF Regulations.
4. The BNPP Schemes have become an integral part of the Surviving MF and the relevant BNPP Schemes are being governed in accordance with the trust deed of Surviving MF
and fresh investment management agreement entered into by the Surviving TC and Surviving AMC and will continue to be governed by the MF Regulations, for the benefit of
the unitholders of all the schemes of the Surviving MF.
5. As a consequence of the Transaction, BOB and BNPP Asia have become the Co-sponsors in respect of the Surviving MF which was renamed as ‘Baroda BNP Paribas Mutual
Fund’, and Co-Sponsors have jointly assumed the co-sponsorship of all the schemes of Surviving MF. The Trust Deed of the Surviving MF has been amended by execution of
Deed of Variation dated March 14, 2022 to include the name of BNPP Asia as the co-sponsor of the Surviving MF and such other regulatory changes as required.
6. BNPP AMC shall be renamed as ‘Baroda BNP Paribas Asset Management India Private Limited’ or such other name containing the word “Baroda BNP Paribas” as may be
approved by the Registrar of Companies, Mumbai, Maharashtra. Baroda TC shall be renamed as ‘Baroda BNP Paribas Trustee India Private Limited’ or such other name
containing the word “Baroda BNP Paribas” as may be approved by the Registrar of Companies, Mumbai, Maharashtra. Further Baroda MF has been renamed as “Baroda BNP
Paribas Mutual Fund”, with the Surviving AMC acting as the asset management company of the Surviving MF and the Surviving TC acting as the trustee of the Surviving MF.
The details pertaining to changes in names of Surviving AMC and Surviving TC shall be duly informed to the unitholders by issuing a notice-cum-addendum in this regard.
7. The expenses for, and directly related to, the aforesaid Transaction have not be charged to the BNPP Schemes or schemes of Surviving MF or borne by the unitholders of the
BNPP Schemes or schemes of Surviving MF, in any manner whatsoever.
8. The following are the schemes of Surviving MF i.e Baroda BNP Paribas Mutual Fund effective March 14, 2022.
SR NO. | Name of the Scheme | ‘Category’ as per SEBI circular dt. Oct 06, 2017 |
1 | Baroda BNP Paribas Multi Cap Fund | Multi Cap Fund |
2 | Baroda BNP Paribas Banking and Financial Services Fund | Sectoral/ Thematic |
3 | Baroda BNP Paribas Equity Savings Fund | Equity Savings Fund |
4 | Baroda BNP Paribas Large and Mid-Cap Fund | Large & Mid Cap Fund |
5 | Baroda BNP Paribas Business Cycle Fund | Sectoral/ Thematic |
6 | Baroda BNP Paribas Balanced Advantage Fund | Dynamic Asset Allocation / Balanced Advantage |
7 | Baroda BNP Paribas ELSS Fund | ELSS |
8 | Baroda BNP Paribas Arbitrage Fund | Arbitrage Fund |
9 | Baroda BNP Paribas Aggressive Hybrid Fund | Aggressive Hybrid Fund |
10 | Baroda BNP Paribas Focused Fund | Focused Fund |
11 | Baroda BNP Paribas India Consumption Fund | Sectoral / Thematic |
12 | Baroda BNP Paribas Large Cap Fund | Large Cap Fund |
13 | Baroda BNP Paribas Mid Cap Fund | Mid Cap Fund |
14 | Baroda BNP Paribas Liquid Fund | Liquid Fund |
15 | Baroda BNP Paribas Short Duration Fund | Short Duration Fund |
16 | Baroda BNP Paribas Fixed Maturity Plan - Series P | N.A-Close ended Scheme |
17 | Baroda BNP Paribas Overnight Fund | Overnight Fund |
18 | Baroda BNP Paribas Banking & PSU Bond Fund | Banking & PSU Fund |
19 | Baroda BNP Paribas Credit Risk Fund (scheme has one segregated portfolio) | Credit Risk Fund |
20 | Baroda BNP Paribas Money Market Fund | Money Market fund |
21 | Baroda BNP Paribas Ultra Short Duration Fund | Ultra Short Duration Fund |
22 | Baroda BNP Paribas Gilt Fund | Gilt Fund |
23 | Baroda BNP Paribas Conservative Hybrid Fund | Conservative Hybrid Fund |
24 | Baroda BNP Paribas Dynamic Bond Fund | Dynamic Bond |
25 | Baroda BNP Paribas Low Duration Fund | Low Duration Fund |
26 | Baroda BNP Paribas Corporate Bond Fund | Corporate Bond Fund |
27 | Baroda BNP Paribas Medium Duration Fund (scheme has one segregated portfolio) | Medium Duration Fund |
28 | Baroda BNP Paribas Funds Aqua Fund of Fund | Fund of Funds (Overseas) |
SR NO. | Scheme getting merged (“Transferor Scheme”) | Scheme with which Transferor Scheme is proposed to be merged (“Transferee Scheme”) | Scheme Category as per SEBI circular Oct 6, 2017 (For Transferee Scheme) | Proposed New Name for Transferee (Surviving) Scheme |
A. | BNP Paribas Overnight Fund | Baroda Overnight Fund | Overnight Fund | Baroda BNP Paribas Overnight Fund |
B. | BNP Paribas Liquid Fund | Baroda Liquid Fund | Liquid Fund | Baroda BNP Paribas Liquid Fund |
C. | BNP Paribas Short Term Fund | Baroda Short Term Bond Fund | Short Duration Fund | Baroda BNP Paribas Short Duration Fund |
D. | Baroda Dynamic Bond Fund | BNP Paribas Flexi Debt Fund | Dynamic Bond | Baroda BNP Paribas Dynamic Bond Fund |
E. | Baroda Hybrid Equity Fund* and BNP ParibasDynamic Equity Fund | Baroda Dynamic Equity Fund | Dynamic Asset Allocation Fund / Balanced Advantage | Baroda BNP Paribas Balanced Advantage Fund |
F. | Baroda Conservative Hybrid Fund | BNP Paribas Conservative Hybrid Fund | Conservative Hybrid Fund | Baroda BNP Paribas Conservative Hybrid Fund |
G. | Baroda Treasury Advantage Fund^ (the scheme has one segregated portfolio) | BNP Paribas Medium Term Fund | Medium Duration Fund | Baroda BNP Paribas Medium Duration Fund (the scheme has one segregated portfolio) |
H. | Baroda ELSS ’96 Fund | BNP Paribas Long Term Equity Fund | ELSS | Baroda BNP Paribas ELSS Fund |
I. | BNP Paribas Multicap Fund | Baroda Multicap Fund | Multi cap Fund | Baroda BNP Paribas Multicap Fund |
J. | Baroda Largecap Fund | BNP Paribas Largecap Fund | Large Cap | Baroda BNP Paribas Largecap Fund |
K. | Baroda Midcap Fund | BNP Paribas Midcap Fund | Mid Cap | Baroda BNP Paribas Mid Cap Fund |