PROSPECTUS. Manager SSgA IRELAND UNIT TRUST MANAGEMENT LIMITED. Trustee STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED

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1 PROSPECTUS If you are in doubt about the contents of this Prospectus, you should consult your stockbroker, accountant, solicitor or other independent financial adviser. STATE STREET GLOBAL ADVISORS MUTUAL INVESTMENT FUND (an open-ended umbrella unit trust authorised by the Irish Financial Services Regulatory Authority as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (SI No. 352 of 2011) as may be amended or replaced.) Manager SSgA IRELAND UNIT TRUST MANAGEMENT LIMITED Trustee STATE STREET CUSTODIAL SERVICES (IRELAND) LIMITED Investment Manager & Promoter STATE STREET GLOBAL ADVISORS IRELAND LIMITED Dated: 27 February

2 PRELIMINARY This Prospectus should be read in conjunction with the section entitled Definitions. This Prospectus describes STATE STREET GLOBAL ADVISORS MUTUAL INVESTMENT FUND (the Trust ) an open-ended umbrella unit trust, established in Ireland and authorised by the Central Bank as a UCITS pursuant to the provisions of the UCITS Regulations. The Trust is structured as an umbrella fund and may comprise several funds each representing a separate portfolio of assets (a Sub-Fund ). The Units of the Trust may also be divided into different series with one or more series of Units (each a Series ) representing a Sub-Fund. This Prospectus may only be issued with one or more Supplements, each containing information relating to a separate Sub-Fund. Where there are different Series of a Sub-Fund details relating to the separate Series may be dealt with in the same Supplement or in separate Supplements for each Series. Each Supplement shall form part of, and should be read in conjunction with, this Prospectus. To the extent that there is any inconsistency between this Prospectus and any Supplement, the relevant Supplement shall prevail. Authorisation of the Trust and of its Sub-Funds by the Central Bank is not an endorsement or guarantee of the Trust or of its Sub-Funds by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of the Trust and of its Sub-Funds by the Central Bank shall not constitute a warranty as to the performance of the Trust or of its Sub-Funds and the Central Bank shall not be liable for the performance or default of the Trust or of its Sub-Funds. The Directors of the Manager of the Trust (the Directors ), whose names appear under the heading Management of the Trust, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Application may be made to the Irish Stock Exchange for the Units of any particular Series or Sub-Fund to be admitted to the Official List of the Irish Stock Exchange. The Directors do not expect that an active secondary market will develop in the Units. This document together with the relevant Supplement will constitute listing particulars for the purpose of any application for listing of the Units in respect of which the relevant Supplement is issued. No person has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, issue or sale of Units, other than those contained in this Prospectus and the key investor information documents ( KIIDs ) for each of the Sub-Funds and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Manager. Neither the delivery of this Prospectus and the KIID nor the offer, issue or sale of any of the Units shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. The Manager is empowered to levy a redemption fee not exceeding 3% of the Redemption Price. It is not the 2

3 current intention of the Manager to charge a redemption fee. If it is at any stage in the future proposed to charge a redemption fee, reasonable notice shall be given to Unitholders. In the event of a redemption fee being charged, Unitholders should view their investment as medium to long-term. Any information or representation not contained herein should be regarded as unauthorised and should accordingly not be relied upon. Investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment or other matters and if you are in any doubt about the contents of this Prospectus, the risks involved in investing in the Trust or the suitability for you of investment in the Trust, you should consult your stockbrokers, accountant, solicitor, independent financial adviser or other professional adviser. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Prospectus and the offer, issue or sale of Units in certain jurisdictions may be restricted and, accordingly, persons into whose possession this Prospectus comes are required to inform themselves about, and to observe, such restrictions. Prospective investors should inform themselves as to (a) the legal requirements within their own jurisdictions for the purchase or holding of Units, (b) any foreign exchange restrictions which may affect them and (c) the income and other tax consequences which may apply in their own jurisdictions relevant to the purchase, holding or disposal of Units. For Irish tax purposes, all investors acquiring Shares by subscription or transfer for the first time will be required to complete an Irish tax declaration. Applicants are directed to the section entitled Taxation in this Prospectus. The latest published annual and half yearly reports of the Trust will be supplied to subscribers free of charge on request and will be available to the public as further described in the section of the Prospectus headed Report and Accounts. The Directors of the Manager are satisfied that no actual or potential conflict of interest arises as a result of the Manager managing or advising other funds. However, if any conflict of interest should arise, the Directors and the Manager will endeavour to ensure that it is resolved fairly and in the best interests of Unitholders. The Manager may effect transactions by or through the agency of another person with whom the Manager and any entity related to the Manager has arrangements under which that party will from time to time provide or procure for the Manager or any party related to the Manager goods, services or other benefits, such as research and advisory services, computer hardware associated with specialised software or research measures and performance measures etc. Benefits provided under such arrangements must be those which assist in the provision of investment services to the Trust. For the avoidance of doubt, such goods and services do not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employees salaries or direct money payments. Any such arrangements shall provide for best execution and a report thereon will be included in the Trust s annual and half-yearly reports. Statements made in this Prospectus are based on the law and practice currently in force in Ireland and are subject to changes in that law. Investors should note that because investments in securities can be volatile and that their value may decline as well as appreciate, there can be no assurance that a Sub-Fund will be able to attain its objective. The price of Units as well as the income therefrom may go down as well as up to reflect changes in the Net Asset Value of a Sub-Fund. 3

4 A Sub-Fund may use financial derivative instruments for hedging and/or investment purposes as set out in the relevant Supplement. Investing in financial derivative instruments involves specific risks which are disclosed on page 21. An investment should only be made by those persons who could sustain a loss on their investment, should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. Investors should be aware that the difference at any one time between the sale and repurchase price of Units in the Trust means that an investment in the Trust should be viewed as medium to long term. The attention of investors is drawn to the section headed Risk Factors. 4

5 DIRECTORY MANAGER SSgA Ireland Unit Trust Management Limited Two Park Place Hatch Street Upper Dublin 2 Ireland TRUSTEE State Street Custodial Services (Ireland) Limited Head Office 78 Sir John Rogerson s Quay Dublin 2 Ireland INVESTMENT MANAGER & PROMOTER State Street Global Advisors Ireland Limited Two Park Place Hatch Street Upper Dublin 2 ADMINISTRATOR State Street Fund Services (Ireland) Limited Head Office 78 Sir John Rogerson s Quay Dublin 2 Ireland 5

6 LEGAL ADVISERS Matheson 70 Sir John Rogerson s Quay Dublin 2 Ireland AUDITORS PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland 6

7 CONTENTS Page Trustee... 1 Investment Manager & Promoter... 1 DIRECTORY... 5 DEFINITIONS... 9 THE TRUST Introduction Investment Objective and Policy (Series II and Series III Units) Investment Restrictions Borrowing Powers Changes to Investment and Borrowing Restrictions Investment Techniques and Financial Derivative Instruments Distribution Policy RISK FACTORS General Suspension of Valuation Political and/or Regulatory Risks Liquidity Risk Credit Risk Currency Risk Risks Associated with the Use of Financial Derivative Instruments Accounting Standards Settlement Risk Custody Risks Changes in Interest Rates Amortised Cost Method Valuation Risk Securities Lending Risk Investment Manager Valuation Risk Taxation MANAGEMENT OF THE TRUST Manager Promoter Investment Manager Administrator Trustee Dealings by Manager, Trustee, Investment Manager, the Administrator and Associates.. 32 Conflicts of Interest Delegation by the Manager ADMINISTRATION OF THE TRUST Description of Units Issue of Units Abusive Trading Practices/Market Timing Application for Units

8 Application Procedure Issue Price of Units Fractions Method of Payment Currency of Payment Timing of Payment Redemption of Units Timing of Payment Method of Payment Proportionate Redemptions Compulsory Redemption of Units Switching Transfer of Units Calculation of Net Asset Value Publication of Net Asset Value Per Unit and Availability of Issue Price and Redemption Price Temporary Suspension of Calculation of Net Asset Value and of Issues and Redemptions Taxation on the occurrence of certain events MANAGEMENT AND TRUST CHARGES Management Fees Operating Expenses Redemption Fee Switching Fee Transfer Fee Allocation of Fees Fee Increases TAXATION GENERAL INFORMATION APPENDIX I INVESTMENT RESTRICTIONS Units of non-ucits as set out in the Central Bank s Guidance Note 2/ APPENDIX II RECOGNISED EXCHANGES APPENDIX III INVESTMENT TECHNIQUES AND FINANCIAL DERIVATIVE INSTRUMENTS Forward Foreign Exchange Contracts Convertible Bonds Warrants Futures Options Repurchase/Reverse Repurchase and Stocklending Agreements Liquidity

9 DEFINITIONS The following terms shall have the following meanings throughout this Prospectus. Accounting Date the date by reference to which the annual accounts of the Trust and each Sub- Fund shall be prepared and shall be 31 st October in each year and (in the case of the termination of the Trust) the date on which monies required for the final distribution shall have been paid to the Unitholders. Accounting Period in respect of each Sub-Fund, a period ending on an Accounting Date and commencing, in the case of the first such period, on and including the date of the first issue of Units and, in subsequent periods, on the expiry of the preceding Accounting Period. Administration Agreement means the agreement dated 16 December 2011 which has an effective time of 12:01 am on 17 December 2011 between the Manager and the Administrator as amended, supplemented or otherwise modified from time to time in accordance with the requirements of the Central Bank Notices Administrator State Street Fund Services (Ireland) Limited or any successor thereto duly appointed in accordance with the requirements of the Central Bank Base Currency the currency of a Sub-Fund as specified in the relevant Supplement for that Sub-Fund. Business Day any day on which retail banks are generally open for business in Ireland excluding Saturdays, Sundays and public holidays. Central Bank the Central Bank of Ireland Dealing Day in relation to each Sub-Fund, the Business Day or Business Days as specified in the relevant Supplement for that Sub-Fund or such day or days as the Manager may determine and notify to Unitholders in advance in accordance with the requirements of the Central Bank provided that there shall be at least two Dealing Days in every month. Dealing Deadline in relation to each Sub-Fund, such time as is specified in the relevant Supplement to the Prospectus. Duties and Charges means such amount to cover duties and charges such as transactional costs, brokerage fees, stamp duties and other charges incurred or estimated to be incurred in respect of the constitution or increase of the assets or the purchase or sale or proposed purchase or sale of investments and which may be added to or deducted from the Net Asset Value per Unit subject to a 9

10 maximum of 1% of the Net Asset Value per Unit. Whether or not duties and charges are added or deducted from the Net Asset Value per Unit to determine the Issue Price and Redemption Price will depend on whether there are net subscriptions or net redemptions into the relevant Sub-Fund. Where there are net subscriptions in the Sub-Fund on a particular Dealing Day (i.e. a greater number of unit subscriptions than unit redemptions), the Issue Price and Redemption Price shall be determined by adding duties and charges to the Net Asset Value per Unit. This ensures that the redeeming Unitholders are not penalised for the cost of purchasing assets for the Sub- Fund relating to the Unitholder subscriptions. Conversely, where there are net redemptions in the Sub-Fund on a particular Dealing Day (i.e. a greater number of unit redemptions than unit subscriptions), the Issue Price and Redemption Price shall be determined by deducting duties and charges from the Net Asset Value per Unit. This ensures that the Unitholders subscribing are not penalised for the cost of selling assets in the Sub-Fund to meet the Unitholder redemptions. Accordingly, subject to the application of any preliminary charge or redemption charge, the Issue Price and Redemption Price shall be the same on each Dealing Day. Euro or means the lawful currency of the participating member states of the European Union which have adopted the single currency in accordance with the EC Treaty of Rome dated 25th March 1957 (as amended by the Maastricht Treaty dated 7th February 1992). Investment Manager State Street Global Advisors Ireland Limited or such other person as may be appointed in accordance with the requirements of the Central Bank, to provide investment management services to the Trust. Issue Price the issue price per Unit as set out in the section entitled Administration of the Trust Issue Price of Units. Manager SSgA Ireland Unit Trust Management Limited, or such other person as may be appointed in accordance with the requirements of the Central Bank, to provide management services to the Trust. Member State a member state of the European Union. Minimum Holding means the minimum number or value of Units required to be held by Unitholders of any Sub-Fund as may from time to time be specified by the Manager and set out in the relevant Supplement. 10

11 Minimum Initial Subscription means the minimum subscription for Units, if any, as set out in the relevant Supplement. Money Market Instrument means investments normally dealt in on the money market which are: (i) (ii) liquid, i.e. capable of being repurchased, redeemed or sold at limited cost, at low fees and narrow bid/offer spread, and with a very short settlement delay; and have a value which can be accurately determined at any time. Net Asset Value the net asset value of the Trust calculated in accordance with the provisions of the Trust Deed, as described under Administration of the Trust - Calculation of Net Asset Value. Net Asset Value per Unit the net asset value per Unit of a Sub-Fund, calculated in accordance with the provisions of the Trust Deed, as described under Administration of the Trust - Calculation of Net Asset Value. Promoter State Street Global Advisors Ireland Limited or such other person as may be appointed in accordance with the requirements of the Central Bank. Recognised Exchange any regulated stock exchange or market as listed in the Trust Deed and in Appendix II hereto, in which the Trust may invest and which is regulated, recognised, open to the public and operating regularly. Redemption Price means the redemption price per Unit as set out in the section entitled Administration of the Trust Redemption of Units Regulations means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (SI No 352 of 2011) as may be amended or replaced. Series any class or series of Unit established by the Manager in respect of any Sub- Fund. Sub-Fund any of the Sub-Funds detailed in a Supplement to this Prospectus or any additional Sub-Fund designated by the Manager from time to time with the consent of the Trustee and the prior approval of the Central Bank. Settlement Date in relation to each Sub-Fund, such time and date as may be specified in the relevant Supplement to the Prospectus unless otherwise agreed by the Manager with the consent of the Trustee 11

12 Supplement a Supplement to this Prospectus outlining information in respect of a Sub- Fund. Trust means State Street Global Advisors Mutual Investment Fund. Trust Deed the Trust Deed between the Manager and the Trustee dated 2 May 2001 as amended and restated on 12 February 2007, as amended by the first supplemental trust deed dated 7 July 2010 and as novated by Deed of Retirement and Appointment dated 16 December 2011 which has an effective time of 12:01 am on 17 December 2011 and as further amended, restated or supplemented from time to time. Trustee State Street Custodial Services (Ireland) Limited or any successor thereto duly appointed in accordance with the requirements of the Central Bank. UCITS Undertaking for Collective Investment in Transferable Securities within the meaning of the UCITS Regulations. UCITS Directive, UCITS Notices the Directive No. (2009/65/EC) of the Council and of the European Parliament of 13 January 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as may be amended or supplemented from time to time, and any notices or regulations issued by the Central Bank pursuant thereto. the UCITS Notices issued by the Central Bank for the purposes of implementing the UCITS Regulations. "UCITS Regulations or Regulation", the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (SI No. 352 of 2011) as may be amended or replaced. Unitholder a person who is registered as the holder of a Unit from time to time. Unit one undivided share in the assets of the Trust. US US Person means the United States of America (including the States and the District of Columbia), its territories, possessions and all other areas subject to its jurisdiction. unless otherwise determined by the Directors, a person resident in the US, a citizen of the US, a corporation, partnership or other entity created or organised in or under the laws of the US, an estate or trust treated as a resident of the US for income tax purposes, or any person falling within the definition of the term US Person under Regulation S promulgated under the US Securities Act of 1933, as amended or in the US Investment Company Act of 1940, as amended. 12

13 Valuation Point close of business in the relevant market in which the Trust s investments are held on the day immediately preceding the relevant Dealing Day or such time as the Manager may from time to time determine for a Sub-Fund or Sub-Funds and which shall be specified in the relevant Supplement to the Prospectus. In this Prospectus, unless otherwise specified, all references to billion are to one thousand million and to are to the lawful unit of single currency in the European Union. All references to time are to Irish time. 13

14 THE TRUST Introduction The Trust, constituted on 2 nd May, 2001, is an open-ended umbrella unit trust authorised by the Central Bank as a UCITS pursuant to the Regulations. Its rules are set out in the Trust Deed which is binding upon the Trustee, the Manager and all Unitholders. The Trust Deed constitutes the Trust in which Units may be issued. Monies subscribed for Units in a currency other than the Base Currency will be converted by or on behalf of the Manager to the Base Currency of the Sub-Fund at what the Manager or its delegate considers to be the appropriate exchange rate and the subscription shall be deemed to be in the amount as so converted. The Trust Deed constitutes the Trust which is made up of the Sub-Funds, each Sub-Fund being a single pool of assets. The Manager may classify Units of each Sub-Fund in Series in respect of which a Supplement or Supplements will be issued. The establishment of one or more Series of Units must be notified to and cleared in advance by the Central Bank. The Manager may, in its absolute discretion, differentiate between Series of Units, without limitation, as to the currency of denomination of a particular Series, hedging strategies applied to the currency of a particular Series, dividend policy, fees and expenses charged, subscription or redemption procedures or the minimum subscription or minimum holding applicable. To invest in the Trust is to purchase Units. The Trust accumulates assets on behalf of the Unitholders. A Unit in a Sub-Fund of the Trust represents the beneficial ownership under the Trust of one undivided share in the assets of the relevant Sub-Fund. Unitholders are entitled to switch Units of one Sub-Fund for Units of another Sub-Fund. The Trust is structured as an umbrella trust in that different Sub-Funds may be established from time to time by the Manager with the prior consent of the Trustee and the prior approval of the Central Bank. The assets of each Sub-Fund will be separate from one another and will be invested separately in accordance with the investment objective and policy of each such Sub-Fund. Each Sub-Fund will be treated as bearing its own liabilities as may be determined at the discretion of the Manager with the approval of the Trustee. The Trust is not liable as a whole to third parties, provided however, that if the Manager is of the opinion that a particular liability does not relate to any particular Sub-Fund or Sub-Funds, that liability shall be borne jointly by all Sub-Funds pro rata to their respective Net Asset Values at the time when the allocation is made. The assets of each Sub-Fund shall belong exclusively to that Sub-Fund, shall be identified separately from the assets of any other Sub-Fund, shall not be used to discharge directly or indirectly the liabilities of or claims against any other Sub-Fund and shall not be available for such purpose. The investment objective and policy and other details in relation to each Sub-Fund will be set out in the relevant Supplement which should be read in conjunction with this Prospectus. The investment and borrowing restrictions applicable to the Trust and to each of its Sub-Funds, are set out in Appendix I. Supplements will be added or removed from this Prospectus as Sub-Funds are added to or removed from the Trust. The KIIDs for each of the Sub-Funds provide important information in respect of the Sub-Funds, including the applicable synthetic risk and reward indicator, charges and, where available, the historical performance 14

15 associated with the Sub-Funds. Before subscribing for Shares in a Sub-Fund, each investor will be required to confirm that they have received the relevant KIID. The KIIDs and the latest annual and any periodic reports of the Trust are available to download on Investment Objective and Policy The specific investment objective and policies of each Sub-Fund will be set out in the relevant Supplement. Where the Units of a particular Sub-Fund have been listed on the Irish Stock Exchange, the Manager will ensure that, in the absence of unforeseen circumstances, the relevant Sub-Fund will adhere to the investment objective and policies for that Sub-Fund for at least three years following the admission of the Units to the Official List of the Irish Stock Exchange. The investment objective of each Sub-Fund as disclosed in the relevant Supplement for each Sub-Fund shall not be altered or amended without prior Unitholder approval on the basis of a majority of votes cast at a general meeting of Unitholders. In the event of a change of investment objectives and/or investment policies of a Sub-Fund, reasonable notice will be given to Unitholders in the relevant Sub-Fund. This is to enable Unitholders, who wish to do so, to redeem their Units prior to implementation of the changes. The return to Unitholders in a particular Sub-Fund is determined by the performance of the portfolio of investments held by the relevant Sub-Fund and the investment techniques and financial derivative instruments used in relation to that Sub-Fund. At the date of this Prospectus the following Sub-Funds have been established: Sub-Fund SSgA Managed Mutual Investment Fund SSgA Global Equity Mutual Investment Fund SSgA Euro Equity Mutual Investment Fund SSgA Euro Bond Mutual Investment Fund SSgA North American Mutual Investment Fund SSgA Europe Ex UK Index Real Estate Mutual Fund SSgA Global Index Real Estate Mutual Fund SSgA Global Equity Spotlight Fund SSgA Pan European Equity Fund (Series II and Series III Units) (Series II, Series III and VI Series) (Series II and Series III Units) (Series II and Series III Units) (Series II and Series III Units) (Series IV and Series V Units) (Series IV and Series V Units) (Series II, III, IV Series and VII Series) (Series II, III and IV Series) Investment Restrictions Investment of the assets of each Sub-Fund must comply with the Regulations. The Manager may impose further restrictions in respect of any Sub-Fund. The investment restrictions applying to each Sub-Fund are set out in Appendix I. With the exception of permitted investments in unlisted securities and over the counter financial derivative instruments investment by each Sub-Fund in securities or financial derivative instruments will be made only in securities or financial derivative instruments which are listed or traded on a Recognised Exchange listed in Appendix II. Each Sub-Fund may also hold ancillary liquid assets. 15

16 Borrowing Powers Borrowing on behalf of the Trust or a Sub-Fund may only be made on a temporary basis and the aggregate amount of such borrowings may not exceed 10% of the Net Asset Value of each Sub-Fund. Subject to this limit the Manager may exercise discretion with respect to all borrowing powers on behalf of the Trust and may charge the assets of the Trust as security for such borrowings. A Sub-Fund may acquire foreign currency by means of a back-to-back loan. Foreign currency obtained in this manner is not classified as borrowings for the purpose of the borrowing restriction above, provided that the offsetting deposit: (i) is denominated in the base currency of the Sub-Fund; and (ii) equals or exceeds the value of the foreign currency loan outstanding. Changes to Investment and Borrowing Restrictions It is intended that the Trust shall have the power (subject to the prior approval of the Central Bank) to avail itself of any change in the investment and borrowing restrictions specified in the Regulations which would permit investment by the Trust in securities, financial derivative instruments or in any other forms of investment in which investment is at the date of this Prospectus restricted or prohibited under the Regulations. Investment Techniques and Financial Derivative Instruments The Investment Manager may, on behalf of each Sub-Fund, use investment techniques and financial derivative instruments ( FDI ) as set out in the investment objective and policies sections of each Sub-Fund s supplement and in accordance with the details set out in Appendix III. Each Supplement will set out whether FDI are used for hedging and/or investment purposes. A Fund s global exposure will be calculated using the commitment approach. A list of the Recognised Exchanges on which such financial derivative instruments may be quoted or traded is set out in Appendix II. A description of the financial derivative instruments which a Sub-Fund may use is set out in Appendix III. The Management Company employs a risk management process which enables it to accurately measure, monitor and manage the various risks associated with the FDI held by a Sub-Fund. The Investment Manager will only use FDI that are set out in the risk management process cleared by the Central Bank. The Management Company will, on request, provide supplementary information to Unitholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments. For the purpose of providing margin or collateral in respect of transactions in and the use of derivative instruments and techniques and instruments, the Manager or its delegate in accordance with the requirements of the Central Bank shall be entitled to contract on behalf of the Trust or any Sub-Fund and bind the Trustee in its capacity as Trustee of the Trust or the relevant Sub-Fund to:- (a) transfer, deposit, mortgage, charge or encumber any investments forming part of the relevant Sub-Fund; 16

17 (b) vest any such investments in the relevant Recognised Exchange or market or any company controlled by such Recognised Exchange or market and used for the purpose of receiving margin and/or cover or in a nominee of the Trustee; and/or (c) to give or obtain the guarantee of a bank (and to provide any necessary counter-security therefor) and deposit such guarantee or cash, with a Recognised Exchange or counterparty or any company controlled by such Recognised Exchange or counterparty and used for the purpose of receiving margin and/or cover; and the Trustee in accordance with proper instructions and the requirements of the Central Bank shall take such actions as are necessary to give effect to such obligations assumed by the Manager or its delegate on behalf of the Trust or any Sub-Fund. A Sub-Fund may purchase or sell securities on a when-issued or delayed-delivery basis. In this instance payment for and delivery of securities take place in the future at a stated price in order to secure what is considered to be an advantageous price and yield to the Sub-Fund at the time of entering into the transaction. Securities are considered delayed delivery securities when traded in the secondary market, or when-issued securities if they are an initial issuance of securities. Delayed delivery securities (which will not begin to accrue interest until the settlement date) and when-issued securities will be recorded as assets of the Sub-Fund and will be subject to risks of market value fluctuations. The purchase price of delayed delivery and when-issued securities will be recorded as a liability of the Sub-Fund until settlement date and when issued or delivered as the case may be such securities will be taken into account when calculating the limits set out in Appendix I under the heading Investment Restrictions. Subject to the conditions and limits set out in the UCITS Notices, a Sub-Fund may use repurchase agreements, reverse repurchase agreements and/or stock lending agreements to generate additional income for the relevant Sub-Fund. Repurchase agreements are transactions in which one party sells a security to the other party with a simultaneous agreement to repurchase the security as a fixed future date at a stipulated price reflecting a market rate of interest unrelated to the coupon rate of the securities. A reverse repurchase agreement is a transaction whereby a Sub-Fund purchases securities from a counterparty and simultaneously commits to resell the securities to the counterparty at an agreed upon date and price. A stocklending agreement is an agreement under which title to the loaned securities is transferred by a lender to a borrower with the borrower contracting to deliver equivalent securities to the lender at a later date. Distribution Policy The distribution policy and information on the declaration and payment of distributions for each Sub-Fund is set out in the relevant Supplement for each Sub-Fund. The Trust Deed empowers the Manager to declare dividends in respect of any Units in the Trust out of the aggregate net income of the Trust or any Sub-Fund being the income from dividends, interest or otherwise and realised profits less realised losses and unrealised losses. The Manager may at any time determine to change the policy of a Sub-Fund with respect to distribution. If the Manager so determines full details of any such change will be disclosed in an updated Prospectus or Supplement and all Unitholders will be notified in advance of such change becoming effective. 17

18 RISK FACTORS Potential investors should consider the following risks before investing in any of the Sub-Funds. In addition to the risks set out below, particular risks specific to a particular Sub-Fund are set out in detail in the relevant Supplement. General The investments of the Trust are subject to normal market fluctuations and other risks inherent in investing in securities or other instruments and there can be no assurance that any appreciation in the value of investments will occur. In particular the value of investments may be affected by uncertainties such as international, political and economic developments or changes in government policies. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Trust. An investment should only be made by those persons who are able to sustain a loss on their investment. The difference at any one time between the issue and redemption price of Units means that the investment should be viewed as medium to long term. There can be no guarantee that the investment objective of any Sub-Fund will actually be achieved. Suspension of Valuation The ability to subscribe for, redeem, redesignate or convert Units may be affected by a temporary suspension of the determination of Net Asset Value which may take place upon the occurrence of certain events as described in the Section headed Suspension of Valuation in the section of the Prospectus entitled Administration of the Trust. Political and/or Regulatory Risks The value of a Sub-Fund s assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which the investment may be made. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries in which investment may be made may not provide the same degree of investor protection or information to investors as would generally apply in major securities markets. Country Risks: Investments in securities of issuers of different nations and denominated in different currencies involve particular risks. Such risks include changes in relative currency exchange rates, political and economic developments, the imposition of exchange controls, confiscation and other governmental restrictions. The Sub- Fund s investments in emerging markets and countries will also involve greater risks than investments in more developed countries. In particular, emerging markets are marked by high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. Investment in securities of issuers from different countries offers potential benefits not available from investments solely in securities of issuers from a single country, but also involves certain significant risks that are not typically associated with investing in the securities of issuers located in a single country. 18

19 Issuers are generally subject to different accounting, auditing and financial reporting standards in different countries throughout the world. The volume of trading, the volatility of prices and the liquidity of securities may vary in the markets of different countries. In addition, the level of government supervision and regulation of securities exchanges, securities dealers and listed and unlisted companies is different throughout the world. The laws of some countries may limit the Sub-Fund s ability to invest in securities of certain issuers located in those countries. Different markets also have different clearance and settlement procedures. Delays in settlement could result in temporary periods when a portion of the assets of the Trust is uninvested and no return is earned thereon. The inability of the Sub-Fund to make intended security purchases due to settlement problems could cause the Sub-Fund to miss attractive investment opportunities. Inability to dispose of Sub-Fund securities due to settlement problems could result either in losses to the Sub-Fund due to subsequent declines in value of the Sub-Fund security or, if the Sub-Fund has entered into a contract to sell the security, could result in possible liability to the purchaser. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, limitations on the removal of funds or other assets of the Sub-Fund, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency such securities are denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Lower Rated Fixed Income Securities: Bonds and other fixed income securities, including, without limitation, higher yielding (and, therefore, higher risk) debt securities entail certain risks. Such securities may be below investment grade and face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer s inability to meet timely interest and principal payments. The market values of certain of these lower rated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated debt securities, which react primarily to fluctuations in the general level of interest rates. It is likely that a major economic recession could have a materially adverse impact on the value of such securities. Futures and options on futures on debt and other fixed income securities are subject to all the foregoing risks, in addition to the risks particularly associated with futures and derivative contracts generally. Credit Ratings: Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of lower-quality securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in lower-quality and comparable unrated obligations will be more dependent on the Investment Manager s credit analysis than would be the case with investments in investment-grade debt obligations. Liquidity Risk Not all securities or instruments (including financial derivative instruments) invested in by the Sub-Funds will be listed or rated and consequently liquidity may be low. Moreover, the accumulation and disposal of holdings in some investments may be time consuming and may need to be conducted at unfavourable prices. The Sub-Funds may also encounter difficulties in disposing of assets at their fair price due to adverse market conditions leading to limited liquidity. 19

20 Credit Risk There can be no assurance that issuers of the securities or other instruments in which a Sub-Fund invests will not be subject to credit difficulties leading to the loss of some or all of the sums invested in such securities or instruments or payments due on such securities or instruments. The Sub-Funds of the Trust will also be exposed to a credit risk in relation to the counterparties with whom they trade or place margin or collateral in respect of transactions in financial derivative instruments and may bear the risk of counterparty default. In respect of financial derivative instruments, see also Counterparty and Credit Risk. In addition, not all of the securities in which the Sub-Fund may invest which are issued by sovereign governments or political subdivisions, agencies or instrumentalities thereof will have the explicit full faith and credit support of the relevant government. Any failure by any such government to provide such support could result in losses to the Sub- Fund and adversely affect the Net Asset Value per Unit of the Sub-Fund. The Sub-Fund will be exposed to the credit risk of the counterparties, including brokers and dealers and exchanges with or through which, it deals. In the case of the insolvency or failure of any such party, the Sub-Fund may recover, even in respect of property specifically traceable to it, only a pro rata share of all property available for distribution to all of such party s creditors and/or customers. Such an amount may be less than the amounts owed to the Sub- Fund. Currency Risk Assets of a Sub-Fund may be denominated in a currency other than the Base Currency of the Sub-Fund and changes in the exchange rate between the Base Currency and the currency of the asset may lead to a depreciation of the value of the Sub-Fund s assets as expressed in the Base Currency. It may not be possible or practical to hedge against such exchange rate risk. The Sub-Fund s Investment Manager may, but is not obliged to, mitigate this risk by using financial derivative instruments. Sub-Funds may from time to time enter into currency exchange transactions either on a spot basis or by buying currency exchange forward contracts. Sub-Funds will not enter into forward contracts for speculative purposes. Neither spot transactions nor forward currency exchange contracts eliminate fluctuations in the prices of a Sub- Fund s securities or in foreign exchange rates, or prevent loss if the prices of these securities should decline. Performance of a Sub-Fund may be strongly influenced by movements in foreign exchange rates because currency positions held by a Sub-Fund may not correspond with the securities positions held. A Sub-Fund may enter into currency exchange transactions and/or use financial derivative instruments to seek to protect against fluctuation in the relative value of its portfolio positions as a result of changes in currency exchange rates between the trade and settlement dates of specific securities transactions or anticipated securities transactions. Although these transactions are intended to minimise the risk of loss due to a decline in the value of hedged currency, they also limit any potential gain that might be realised should the value of the hedged currency increase. The precise matching of the relevant contract amounts and the value of the securities involved will not generally be possible because the future value of such securities will change as a consequence of market movements in the value of such securities between the date when the relevant contract is entered into and the date when it matures. The successful execution of a hedging strategy which matches exactly the profile of the investments of any Sub-Fund cannot be assured. It may not be possible to hedge against generally anticipated 20

21 exchange or interest rate fluctuations at a price sufficient to protect the assets from the anticipated decline in value of the portfolio positions as a result of such fluctuations. Cash Position Risk A Sub-Fund may hold a significant portion of its assets in cash or cash equivalents at the Investment Manager s discretion. If a Sub-Fund holds a significant cash position for an extended period of time, its investment returns may be adversely affected and it may not achieve its investment objective. Concentration Risk A Sub-Fund may invest a relatively large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region. In these cases, the Sub-Fund s performance will be closely tied to the market, currency, economic, political, or regulatory conditions and developments in that country or region or those countries, and could be more volatile than the performance of more geographically-diversified funds. In addition, a Sub-Fund may concentrate its investments in companies or issuers in a particular industry, market or economic sector. When a Sub-Fund concentrates its investments in a particular industry, market or economic sector, financial, economic, business, and other developments affecting issuers in that industry, market or economic sector will have a greater effect on the Sub-Fund, and may potentially increase the Sub-Fund s volatility levels, than if it had not concentrated its assets in that industry, market or sector. The Sub-Fund s liquidity may also be affected by such concentration of investment. Further, investors may buy or sell substantial amounts of a Sub-Fund s shares in response to factors affecting or expected to affect a particular country, industry, market or economic sector in which the Sub-Fund concentrates its investments, resulting in abnormal inflows or outflows of cash into or out of the Sub-Fund. These abnormal inflows or outflows may cause the Sub-Fund s cash position or cash requirements to exceed normal levels, and consequently, adversely affect the management of the Sub-Fund and the Sub-Fund s performance. Index Tracking Risk There is no guarantee that the investment objective of any Sub-Fund will be achieved. In particular, no financial instrument enables the returns of any index to be reproduced or tracked exactly. Changes in the investments of any Sub-Fund and re-weightings of the relevant index may give rise to various transaction costs (including in relation to the settlement of foreign currency transactions), operating expenses or inefficiencies which may adversely impact a Sub-Fund s tracking of an index. Furthermore, the total return on investment in the Units of a Sub-Fund will be reduced by certain costs and expenses which are not taken into account in the calculation of the applicable index. Moreover, in the event of the temporary suspension or interruption of trading in the Investments comprising the index, or of market disruptions, rebalancing a Sub-Fund s investment portfolio may not be possible and may result in deviations from the return of the index. Investment Risk A Unitholder may lose the entire principal amount invested in a Fund. The value of the securities held in a Fund may increase or decrease, at times rapidly and unexpectedly. An investment in a Fund may at any point in the future be worth less than the original amount invested. 21

22 Management Risk Each Sub-Fund is subject to management risk. The Investment Manager's judgments about the selection and application of indexing models and the most effective ways to minimise tracking error (ie. the difference between the Sub-Fund s returns and the relevant Index returns) may prove to be incorrect, and there can be no assurance that they will produce the desired results. Each Sub-Fund will be dependent to a substantial degree on the continued service of members of the Investment Manager. In the event of the death, disability or departure of any such individuals, the performance of the applicable Sub-Fund may be adversely impacted. Market Disruption and Geopolitical Risk. The Funds are subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. The wars in Iraq and Afghanistan have had a substantial effect on economies and securities markets in the US and worldwide. Terrorism in the US and around the world has had a similar global impact and has increased geopolitical risk. The terrorist attacks of September 11, 2001 resulted in the closure of some US securities markets for four days and similar future events are possible. War, terrorism and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on US and world economies and markets generally. Likewise, systemic market dislocations of the kind surrounding the insolvency of Lehman Brothers in 2008 may be highly disruptive to economies and markets. Continued uncertainty over the stability of the Euro and the European Monetary Union could cause more economic turmoil in the near term, cause further disruptions in the global financial markets and impact foreign currency exchange rates. Concerns over the stability of the Euro could also have a broad effect on contractual arrangements denominated in, or otherwise tied to, the Euro. These events as well as other changes in foreign and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Fund s investments Market Risk The investments of a Sub-Fund are subject to changes in general economic conditions, normal market fluctuations and the risks inherent in investment in international securities markets and there can be no assurances that appreciation in value will occur. Investment markets can be volatile and securities prices can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, market perception of the creditworthiness of the issuer and general market liquidity. Even if general economic conditions do not change, the value of an investment in a Sub-Fund could decline if the particular industries, sectors or companies in which the Sub-Fund invests do not perform well or are adversely affected by events. In the case of debt securities, the magnitude of these price fluctuations will be greater when the maturity of the outstanding securities is longer. Since investment in securities may involve currencies other than the base currency of a Sub-Fund, the value of a Sub-Fund s assets may also be affected by changes in currency rates and exchange control regulations, including currency blockage. Further, legal, political, regulatory and tax changes also may cause fluctuations in markets and securities prices. The performance of a Sub-Fund will therefore depend in part on the ability of the Investment Manager to respond to such fluctuations in stock prices, market interest rates and currency rates and to utilise appropriate strategies to 22