CMB REGISTRY NO 11/03/100 25/02/1997 KB/ _

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1 THIS PROSPECTUS IS MADE AVAILABLE WITH THE FUND S BY LAWS AND MONTHLY REPORTS, ISSUED EACH MONTH AND INCLUDING FINANCIAL INFORMATION REGARDING THE FUND, IN ADEQUATE NUMBER FOR REVIEW BY AND FREE DELIVERY TO THE INVESTORS AT LOCATIONS WHERE PARTICIPATION CERTIFICATES OF THE RELEVANT FUND ARE SOLD. THIS PROSPECTUS WILL BE EFFECTIVE UNTIL AN INCREASE IN THE VALUE OF THE FUND AND ANY CHANGES IN THE INFORMATION CONTAINED IN THIS PROSPECTUS WILL BE APPENDED TO THIS PROSPECTUS FOLLOWING ITS REGISTRATION WITH THE TRADE REGISTRY AND PUBLICATION IN THE TRADE REGISTRY GAZETTE. SUCH APPENDICES ARE INCORPORATED INTO THE MAIN TEXT AND PRINTED AS A WHOLE EACH JANUARY WITHOUT OBTAINING ANY FURTHER APPROVAL OF THE REGISTRAR FOR DELIVERY TO THE INVESTORS. THE PROSPECTUS REGARDING PUBLIC OFFERING OF 20,000,000 2 ND GROUP PARTICIPATION CERTIFICATES OF TYPE A VARIABLE FUND OF This document is the Prospectus regarding public offering of participation certificates of TYPE A VARIABLE FUND OF, incorporated under the authorization dated and numbered 1150 of the Capital Market Board to operate the portfolio (the funds, being able to buy gold and precious metals as well as instruments backed to the same, add these securities to the portfolio) consisting of the Capital Market instruments with the amounts collected from the public against delivery of participation certificates, on the account of the holders of the participation certificates, according to the principles of risk spreading and fiduciary ownership for management by in compliance with the provisions of the by laws of the fund registered with the Trade Registry in the Province of Istanbul on under the registration number of / and published in the Turkish Trade Registry Gazette dated and numbered 4167 and the provisions of this Prospectus under Articles 37 and 38 of the Capital Market Law No Information regarding public offering, registered with the Capital Market Board before the increase of the value of TYPE A VARIABLE FUND OF is given in the following table: PUBLIC OFFERING DATE CMB REGISTRATION DATE CMB REGISTRY NO GROUP PREVIOUS VAUE (TRL) INCREASED VALUE (TRL) 11/03/100 25/02/1997 KB/ _ 20,000,000 2 nd Group Participation Certificates, enabling participation in the fund and stating the rate of participation by the way of issuance upon the increase of the value of the Fund from TRL 100,000, up to TRL 300,000, were registered with the Capital Market Board under the date 21/07/2000 and No. KB.151 2/1244. However, such registration is not construed as the warranty by the Board or the public of the Fund and the participation certificates. 1

2 I. INFORMATION ABOUT THE FUND: 1. Type of the Fund : VARIABLE 2. Class of the Fund : Type A 3. Value of Fund : TRL 100,000,000, Increased Value of the Fund : TRL 200,000, Value of the Fund after Increase : TRL 300,000, Number of Existing Participation Certificates : 10,000, Increased Number of Participation Certificates : 20,000, Number of Participation Certificates after Increase : 30,000, Group of the Increased Participation Certificates : 2 nd GROUP 10. Term of the Fund : Unlimited II. STRATEGY OF THE FUND PORTFOLIO: Assets in the fund portfolio are selected according to the arrangements of the Capital Market Board and by laws of the fund and managed by the fund portfolio manager in compliance with Article 5 of the aforesaid by laws and Article 41 of the Communiqué Series VII and No. 10 of the Capital Market Board. Accordingly, the fund portfolio is managed within the frame of a portfolio management agreement to be entered in consistence with the arrangements of the Capital Market Board and according to the principles of risk spread and fiduciary ownership to the extent that the rights of the participation certificate holders shall be safeguarded. II. MANAGEMENT AND SAFEGUARDING OF THE FUND PORTFOLIO 1. Founder:, as the founder of the fund, is responsible for management and representation of the fund to the extent that it would safeguard the rights of the shareholders according to the principles of risk spread and fiduciary ownership. 2. Manager: The Fund portfolio is managed by within the framework of a portfolio management agreement entered with the founder and in compliance with the provisions of the Capital Market Law, related communiqués and bylaws of the fund. 3. Custodian: The assets in the fund portfolio shall be safeguarded by Istanbul Stock Exchange (ISE) Settlement and Custody Bank Inc. (IMKB Takas ve Saklama Bankası A.Ş.). IV. INFORMATION REGARDING FUND MANAGEMENT Information regarding the persons employed and authorized by the Fund is as follows: Name/Surname Task Positions and Businesses for the Last 5 Years (Year-Company-Position) MEHMET ÖZCAN UFUK SİNAN DİNÇER Chairman of the Fund Board Member of the Fund Board Operations Manager Experience (Years) Date and Number of Board Resolution regarding Appoint /01/ /01/

3 YAŞAR SARIKAYA MİTHAT KILIÇ BÜLENT TOPBAŞ BERNA BATIGÜN BÜLENT TOPBAŞ Member of the Fund Board Auditor of the Fund Manager of the Fund Accountant of the Fund Portfolio Manager Chief Executive Officer Chief Financial Officer Internal Auditor Capital Market Specialist Accountant Capital Market Specialist /07/ /12/ /09/ /10/ /09/ V. INFORMATION REGARDING FUND PORTFOLIO RESTRICTIONS Restrictions of bylaws, determined for the assets to be involved in the Fund, are shown in the following table with the maximum and minimum rates. Detailed information on this matter may be obtained from the Bylaws of the Fund, to be made available at the addresses where the participation certificates are traded. TYPE OF ASSETS MINIMUM ASSETS IN THE PORTFOLIO ACC. TO BYLAWS% MAXIMUM ASSETS IN THE PORTFOLIO ACC. TO BYLAWS % Share Certificates 25% 100% Government Debt Securities 0% 50% Private Sector Debt Securities 0% 75% Reverse Repo Transactions 0% 75% VI. CONSTITUTION AND DISTRIBUTION OF FUND PORTFOLIO Structure of the fund portfolio as of 31/12/2009 is as given below: 1. Information regarding Share Certificates in the Portfolio COMMERCIAL TITLE NOMINAL VALUE (TRL) CURRENT VALUE (TRL) ADEL ANACM ANSGR ASELS AYGAZ BANVT CEMTS CIMSA DMSAS 55,766,00 444,713,00 1,250,000,00 165,000,00 330,946,00 115,000,00 1,000,000,00 140,000,00 283,691,00 509,143,58 836,060,44 1,700,000,00 1,872,750,00 1,873,154,36 412,850,00 840,000,00 1,057,000,00 391,493,58 3

4 ECZYT GOODY GSRAY ISGYO MUTLU OTKAR RYSAS SNGYO TATKS THYAO 200,000,00 970,000,00 10,000,00 118,000,00 6,195,00 914,691,75 592,495,00 983,541,70 247,000,00 570,570,00 120,000,00 1,864,800,00 475,000,00 1,895,250,00 500,000,00 1,165,000,00 150,000,00 459,000,00 300,000,00 1,692,000,00 6,385,806,00 20,125,305,41 2. Information regarding Debt Securities in the Portfolio TYPE OF SECURITIES DEFINITION DUE DATE CURRENT VALUE (TRL) Stock Exchange Monetary 04/01/2010 1,208, Market Transactions 3. Brief Portfolio Statement AMOUNT (TRL) FUND PORTFOLIO RATE (%) Sum of Share Certificates 20,125,305,41 99,61 Stock Exchange Money Markets 1,208,204,99 0,39 Fund Portfolio Value 21,333,510, Cash 258,394,04 Sum of Liquid Assets 258,394,04 1,27 Receivables Due from Settlement 129,290,00 Other Receivables 0 Sum of Receivables 129,290,00 0,64 Payables Due to Settlement 1,220,922,89 6,04 Provision for Management Fee 87,776,65 0,43 Provision for Tax 0 Other Payables 208,856,78 1,03 Sum of Payables 1,517,556,32 7,51 Total Value of the Fund 20,203,638,12 Number of P. Certificates in Circulation 7,810,700,00 Unit Price of the Participation Certificate 2, Rates calculated as of the date of for the last one year are as follows: Share Certificates Conversion Rate (Sum of share certificates trading costs/average share certificate amount) : 23,75 Average of Share Certificates (Average of daily share certificates) : 23,75 Increase Rate of Unit Price for the Last One Year : 202,57 Average Portfolio Size for the Last One Year (TRL) : 11,113,009,10 4

5 VII. DETERMINATION OF THE PRICES OF PARTICIPATION CERTIFICATES: Values of the participation certificates are calculated at the end of each business day by taking into account the weighted average prices of the second session of the stock exchange with the latest date for the share certificates amongst the assets in the portfolio, average rates formed on the stock exchange with the latest date for the borrowing instruments and the reverse repos traded in the stock exchange; and are announced by documents to be hanged as to be easily be noticed at locations of trading of the participation certificates within the framework of the bylaws of the fund and Article 45 of Communiqué Series VII and No. 10 of the Capital Market Board. This price shall be effective for the trading transactions made on the announcement date. In case of occurrence of extraordinary cases such as war, economic crisis, collapse of the communication systems, closure of the market relating to the securities, breakdowns possibly arising in the computer systems, the unit prices of the participation certificates might not be calculated, if approved by the Capital Market Board. VIII. EXPENSES, COMMISSIONS AND PROVISIONS TO BE INCURRED FROM THE FUND 1. Essentials and Rates for Determination of the Management Fee payable to the Founder and/or Fund Portfolio Manager: Participation Certificate Brokerage Fee: Fixed Income Securities Brokerage Fee: Expenses and Amounts for which Consideration shall be Set Aside: Daily TRL 17. IX. EXPENSES ARISING OUT OF ISSUANCE: As per Article 51 of the Communiqué Serial XII, No 10 of the Capital Market Board, registration fee to be calculated at the net asset value of the fund on the last business day of quarter periods is deposited in the Special Account of the Capital Market Board; and copies of the relevant receipts and calculation table are transmitted to the Board. X. TAXATION OF THE INVESTMENT FUND: 1. Taxation of the Fund Portfolio Management Proceeds a) In Terms of Corporate Tax: As per Subparagraph (d) of Paragraph 1 of Article 5 of the Corporate Tax Law No. 5520, proceeds of the securities investment funds originating from the portfolio management are exempted from the corporate tax. b) In Terms of Income Tax: Portfolio management proceeds of the funds are subject to the income tax at the rate of 0% 1, no matter the funds are Type A or Type B as per Paragraph (8) of provisional Article 67 of the Income Tax Law. 2. Taxation of the Holders of the Participation Certificates 1 See Council of Ministers Decree No. 2006/

6 Return to the relevant fund of the participation certificates of the securities investment funds established under the Capital Market Law is subject to 10% income tax deduction as per Provisional Article 67 of the Income Tax Law. The rate for limited liable tax payer real persons and legal entities shall be 0% Income tax is not deducted at the time of sale of the participation certificates retained for more than one year of the investment funds at least 51% of the portfolio of which is continuously quoted on Istanbul Securities Exchange as per Provisional Article 67 of the Income Tax Law. Annual tax return is not delivered for the incomes generated from return of the participation certificates to the investment fund as per Paragraph (8) of Provisional Article 67 of the Income Tax Law. In case of delivery of tax return for the other incomes, these incomes shall not be included in the tax return. These kinds of incomes included in the commercial enterprise are out of the scope of this paragraph. As per Provisional Article 1 of the Corporate Tax Law; no annual or special tax return is delivered for incomes of the limited liable tax payer legal entities, not related to their work places in Turkey or gained without the brokerage of their constant agencies and subject to deduction within the scope of Provisional Article 67 of the Income Tax Law and incomes gained by these legal entities generated from sale of their shares owned by full liable tax payer legal entities and quoted on Istanbul Stock Exchange and retained for more than 1 year and not subject to tax deduction as per the sixth subparagraph of Paragraph (1) of Provisional Article 67 of the Income Tax Law as well as incomes of these legal entities gained through their constant agencies and entirely subject to tax deduction within the scope of the Provisional Article 67 of the Income Tax Law. XI. THE RIGHTS OF THE HOLDERS OF THE PARTICIPATION CERTIFICATES: 1. Profit accrued in the fund is reflected to the daily prices of the participation certificates specified according to the principles set forth in the by laws of the fund and arrangements of the Capital Market Board. If the holders of the participation certificates sell back their participation certificates to the fund on any business day, they shall be paid their profit shares accrued for the period they retained these participation certificates. At the end of the fiscal period, no additional dividend is to be distributed. 2. The founder announces the fund s balance sheets and income statements, fund portfolio and total values prepared in comparison with the previous year s information and subjected to independent audit within 3 months following the end of each fiscal period together with the independent audit report in the Turkish Trade Registry Gazette, discloses these balance sheets and income statements to its customers at the locations where the participation certificates are traded and sent the same to the Capital Market Board within 6 business days following the announcement. 3. The matters registered with the Trade Registry, published in the Turkish Trade Registry Gazette, possibly affecting the investment decisions of the investor and requiring to be informed before are announced by the founder in the Turkish editions of at least 2 6

7 newspapers circulating in all over Turkey. The relevant matters are put into effect at least 10 business days after the announcement. 4. In case of any change on the matters in the Prospectus, these changes shall be registered with the Trade Registry and appended to this prospectus following its registration with the trade registry and publication in the trade registry gazette. This prospectus shall be effective until an increase in the number of participation certificates and such appendices are incorporated into the main text and printed as a whole every January. However, no new registration is required for such incorporation. The Prospectus, by laws and the latest monthly report are made available free of charge at the locations where participation certificates are sold and purchased. 5. Statements of portfolio and total value of the fund as well as monthly report including financial information of the fund for the completed month are issued and made available for review of the investors at the locations where participation certificates are sold and purchased as of 15 th of each month. Purchase and sale prices are announced at such locations as well. 6. Principles of purchase and sale of participation certificates specified in the by laws of the fund are as follows: General Principles In case of purchase or return to the Fund of the participation certificates, buy and sell orders are given by application with the locations where purchase and sale of the participation certificates are to be made, as to be announced in the Prospectus by the Founder. Besides, buy and sell orders for participation certificates may be given through telephone or internet banking systems of the founder or the intermediary institutions with which the founder signs intermediation agreement. Transactions to be conducted by the Founder in its name and on its own account and buy and sell orders of the participation certificates are separately given consecutive numbers; then the transactions are conducted according to this order. Buy Orders Buy orders given by the investors for participation certificates by the time of p.m on the days when the ISE Share Certificates Market is open are executed at the price of the participation certificate to be produced at the time of first calculation after transmission of the order. The orders transmitted after p.m. on the days when the ISE Share Certificates Market is open are accepted to have been given after the first calculation of participation certificate price and executed at the participation certificate price produced in the subsequent calculation. The orders transmitted on the days when the ISE is closed are executed at the participation certificate price to be produced at the first calculation. 7

8 Principle of Collection of the Purchase Costs During transmission of the buy order, it is essential that the cost of the participation certificate be collected by the founder. Since the buying price is not definitely known during the transmission of the order, the founder may collect the costs of the participation certificates by application of 20% margin to the sale price recently announced. Additionally, the founder may accept as the guarantee the equivalent amount produced by the addition of margin to the recently announced price for collecting the costs of the participation certificates on the transaction date. The amount collected in consideration for the guarantee of purchase is used for buying the participation certificates on the first following transaction day within the frame of the principles set forth in Article ; provided that an interest is accrued thereon. Sell Orders Sell orders given by the investors for participation certificates by the time of p.m on the days when the ISE Share Certificates Market is open are executed at the price of the participation certificate to be produced at the time of first calculation after transmission of the order. The orders transmitted after p.m. on the days when the ISE Share Certificates Market is open are accepted to have been given after the first calculation of participation certificate price and executed at the participation certificate price produced in the subsequent calculation. The orders transmitted on the days when the ISE is closed are executed at the participation certificate price to be produced at the first calculation. Principles of Payment of the Sale Costs The costs of the participation certificates are paid to the investors on the second transaction day following the submission of the order in case the order of return is transmitted until on the days when the ISE Share Certificate Market is open; or on national day or holiday; and these costs are paid to the investors on the third transaction day following the transmission of the order, in case the order of return is transmitted after on the days when the ISE Share Certificate Market is open. 7. There is no check account in consideration for the participation certificates. 8. Buy and sell transactions of the participation certificates may be executed by the founder and also the financial institutions continuously announced in the informatory form within the frame of the principles set forth in the bylaws. It is submitted for the information of the investors through all the distribution channels of the intermediary institutions to execute buy and sell transactions of the participation certificates that the intermediary activities would be conducted for buy and sell transactions of the participation certificates of the Fund. 8

9 9. The participation certificates are monitored before Merkezi Kayıt Kuruluşu A.Ş. (Central Registrar) on the basis of customers and the investors may at any time get information about the states of their accounts from the founder or the brokerage companies or intermediary institutions. 10. In case of occurrence of extraordinary cases such as war, economic crisis, collapse of the communication systems, closure of the market relating to the securities, breakdowns possibly arising in the computer systems, trading transactions of the participation certificates might be ceased to the knowledge of the investors within the framework of the permission of the Capital Market Board and arrangements of the Capital Market Board. 9

10 XII. BALANCE SHEET AND INCOME STATEMENT OF THE FUND Strategy Menkul Değerler A.Ş. Type A Variable Fund Balance Sheets dated December 31, 2009 and 2008 (Currency TRL) I Liquid Assets 258, , A CASH AND EQUIVALENTS B BANKS 257, , C OTHER LIQUID ASSETS 1, II Securities 20,125, ,399, A Share Certificates 20,125, ,399, B Private Sector Debt Securities C Public Sector Debt Securities D Other Securities III Receivables 1,337, , IV Other Assets TOTAL ASSETS 21,721, ,206, V Payables 1,517, , A Bank Advances B Bank Loans C Other Payables 1,517, ,844,17 1 Taxes and other liabilities payable 2 Fund management fees payable ,65 26, Other payables 1,429, TOTAL PAYABLES 1,517, , VI Fund Total Value 20,203, ,179, A Participation Certificates 2,449, , B Value Increase/Decrease of 4,645, ,393, Participation Certificates C Fund Income Expense Difference 13,108, ,998, Income/Expense Diff. of Current 3,110,123,89 1,318, Year Income/Expense Diff. of Previous year 9,998, ,316, FUND TOTAL VALUE 20,203, ,179, The attached notes constitute integral part of the financial statements. 10

11 Strategy Menkul Değerler A.Ş. Type A Variable Fund Income Statements dated December 31, 2009 and 2008 (Currency TRL) I Fund Income 7,562, ,936, A Interest and Profit Shares from Sec. Portfolios 267, , Private Sector sec. int. and 223, , profit shares Share certificates int. and profit 223, , shares Debt sec. interests 2 Public sec. int and profit shares 30, Other sec. int. and profit shares 13, , B Sec. Sales Profits 1,187, , Private sec. sec sales profit 1,187, , Share certificates sales profit 1,187, , Debt sec. sales profit 2 Public sec. sales profit Other sec. sales profit C Realized Value Increases 5,374, ,327, D Other Incomes 733, ,921, II Fund Expenses 4, ,255, A Sec. Sales Losses 132,772,38 334, Private sector securities sales 132, , loss Share certificates sales loss 132, , Debt securities sales losses 2 Public securities sales losses 1, Other securities sales losses B Realized Value Decreases 2,954, ,399, C Interest Expenses 1 Bank advance interests 2 Bank loan interests D Other Expenses 1,365, ,521, Safegaurding Expenses 5, , Announcement Expenses 3 Insurance Fees 4 Brokerage Expenses 275, , Notary Fee and Certification Fees 6 Fund Management Fees 614, , Auditing Costs 4, , Other Expenses 443, ,808, Expenses such as Taxes, Duties and Charges 20, , Fund Income Expense Diff. 3,110, ,318, The attached notes constitute integral part of the financial statements. 11

12 XIII. PARTICIPATION IN THE LIQUIDATION The Fund is terminated for the reasons set forth below; 1. Completion of the term anticipated in the by laws of the fund, 2. If the Fund is unlimited, six months prior termination notice served by the founder upon the consent of the CMB 3. Failure any longer by the founder to have qualifications required for a fund establishment 4. Determination by the Board that continuation of the fund would not inure to the benefit of the investors since the founder is in financial breakdown or is unable to cover its expenses and for the similar reasons. In case of liquidation of the fund, the assets in the fund portfolio are sold by the founder on the stock exchange. The assets of the fund, unable to be sold so, might be realized by auction or bargaining or application of both. Assets of fund, realized as mentioned above, are distributed to the holders of participation certificates of the fund pro rata to their participation certificates. No participation certificate can be issued and purchased back as of the date of termination. In case of bankruptcy or liquidation of the founder, the Board transfers the fund to any other institution, deemed appropriate by it, for the purpose of liquidation. In case of bankruptcy of the custodian, the founder transfers the assets of the fund to any other institution, deemed appropriate by the Board. XIV. INFORMATION ON THE PUBLIC OFFERING COMMERCIAL TITLE ADDRESS TELEPHONE NO DEĞERLER A.Ş. Büyükdere Cd. No: Maya Akar Center Kat:26 Esentepe, Şişli / İSTANBUL Locations where participation certificates are traded : COMMERCIAL TITLE ADDRESS TELEPHONE NO DEĞERLER Büyükdere Cd. No: Maya Akar A.Ş. Center Kat:26 Esentepe, Şişli / İSTANBUL ATA YATIRIM MENKUL Emirhan Cd. NO:145/A Atakule KIYMETLER A.Ş. Kat:11Balmumcu / İSTANBUL ATA ONLİNE MENKUL KIYMETLER A.Ş. Emirhan Cd. NO:145/A Atakule Kat:12Balmumcu / İSTANBUL ORION INVESTMENT MENKUL Büyükdere Cad. Metrocity İş Mrk. No:171 A Blok Kat:23 Levent / İSTANBUL

13 2. Addresses and Telephone Numbers of the Founder and the Manager: COMMERCIAL TITLE OF THE FOUNDER DEĞERLER A.Ş. COMMERCIAL TITLE OF THE MANAGER DEĞERLER A.Ş. ADDRESS Büyükdere Cd. No: Maya Akar Center Kat:26 Esentepe, Şişli / İSTANBUL ADDRESS Büyükdere Cd. No: Maya Akar Center Kat:26 Esentepe, Şişli / İSTANBUL TELEPHONE NO TELEPHONE NO We hereby certify the accuracy of the information set forth in the Prospectus within the framework of our legal powers and responsibilities. / /2010 Yaşar SARIKAYA CHAIRMAN OF THE FUND S BOARD Signature Seal of the Fund Mehmet ÖZCAN MEMBER OF THE FUND S BOARD Signature Seal of the Fund We hereby certify compliance of the financial statements regarding financial status and activity results dated / /20.. and / /20, given in this Prospectus and audited by us, with the independent audit report issued by our corporation. Name/Surname of the Official of the Independent Audit Company Title Signature Seal of the Independent Audit Company 13