The Trinidad and Tobago Securities and Exchange Commission has not in any way evaluated the merits of the securities distributed hereunder and any

Transcription

1 The Trinidad and Tobago Securities and Exchange Commission has not in any way evaluated the merits of the securities distributed hereunder and any representation to the contrary is an offence.

2 Certificate of Sponsor This Prospectus has been seen and approved by the Directors of First Citizens Asset Management Limited and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein false or misleading. The Directors of First Citizens Asset Management Limited accept responsibility accordingly. ORIGINAL PROSPECTUS SIGNED BY BOARD OF DIRECTORS FIRST CITIZENS ASSET MANAGEMENT LIMITED Michael Toney Chairman Larry Howai Rita Persaud-Kong (Mrs) Gordon Borde Calder Hart Monica Clement (Ms) Gloria Rolingson (Mrs)

3 Table of Contents Corporate Directory 2 Statement of Affiliation 3 Key Definitions 3 Prospectus Summary 5 Introduction - The Fund 6 Investment Objective and Policy 7 Risk Disclosures 8 Modifications 10 Return on the Fund 10 Distribution of Units - 10 Subscriptions 10 Payment for Units 11 Redemption 11 Mandatory Redemption 12 Restrictions on Transfers 12 Determination of Net Asset Value 12 Certain Limitations on Liability 14 Termination 15 Tax Considerations 15 Income and Distributions 15 General Information 16 Documents for Inspection 16 Unitholders Voting 16 Fees 17 This prospectus contains information to help you make an informed investment decision and to help you understand your rights. It contains information about the collective investment scheme, as well as the names of persons responsible for its organization and management. You are encouraged to read this prospectus in its entirety, prior to making any investment decision. Pursuant to Section 69 of the Securities Industry Act 1995 (SIA), this Prospectus has been filed with the Trinidad and Tobago Securities and Exchange Commission (SEC) and a receipt therefore has been issued by the Commission for the purpose of giving information to the public with regard to the IMMORTELLE INCOME AND GROWTH FUND.

4 Corporate Directory The Trustee/Custodian First Citizens Trustee Services Limited is the Trustee/Custodian of the Immortelle Income and Growth Fund. The Trustee/Custodian has a fiduciary responsibility to the Unitholders of the Fund. The Trustee/Custodian will act as custodian of the Fund s assets and will ensure that the rights of the Unitholders are in no way infringed. The Trustee/Custodian will determine the Net Asset Value of the Fund and may also make arrangements for the Fund to borrow under the conditions set out in the Trust Deed on the advice of the Investment Manager. The Investment Manager First Citizens Asset Management Limited is the Investment Manager of the Immortelle Income and Growth Fund. The major role of the Investment Manager is to provide a continuous investment program for the Fund s portfolio, making day to day investment decisions and carrying out other related portfolio activities. These will include the purchase and sale of the Fund s assets and the general management of the Fund s investments in accordance with the stated objectives and policies of the Fund. The Fund Administrator/Registrar First Citizens Asset Management Limited is the Fund Administrator of the Immortelle Income and Growth Fund. The Fund Administrator performs or arranges for the performance of the administrative services necessary for the daily operation of the Fund. These include maintaining the accounts, books and records of the Fund, providing reports and other required documents, and providing the Fund with administrative office facilities. The Fund Administrator acts as Registrar of the Fund to maintain a record of all Unitholders and performs the role of transfer agent and income paying agent. The Sponsor/Distribution Agent First Citizens Asset Management Limited is the Sponsor/ Distribution Agent of the Immortelle Income and Growth Fund. The Sponsor/Distribution Agent shall offer the Fund for sale to the public in accordance with the provisions of the Trust Deed and Rules and shall distribute the Fund throughout the islands of Trinidad and Tobago. The Legal Adviser The firm of Pollonais, Blanc, de La Bastide & Jacelon, Attorneys-at-Law of Nos Pembroke Street, Port of Spain is the Legal Adviser to the Fund. The Auditor The firm of Pricewaterhouse Coopers of Nos Victoria Avenue, Port of Spain is the Auditor of the Fund.

5 Statement of Affiliation First Citizens Asset Management Limited is the wholly-owned subsidiary of First Citizens Bank Limited. Key Definitions Accounting Date The 30th September in each year beginning on 30th September, 2005 until termination of the Fund or such other date in each year as the Trustee/Custodian may determine and notify to the Unitholders. Accounting Period A period beginning, in the case of the first period on the date hereof, and in the case of other accounting periods, on the day following an accounting date and ending on the next succeeding accounting date. Business Day Means any day, other than a Saturday or Sunday, that is not a legal holiday or a day on which banks are generally authorised or obliged by law or regulation to close in Trinidad and Tobago. Deposited Property All the assets and investments of the Fund for the time being held or deemed to be held upon the trusts of this Deed including all Fund Income. Distribution Date That date designated by the Trustee/Custodian in each accounting period when the Trustee/Custodian shall exercise its discretion to make a distribution hereunder. Dollars or $ The lawful currency for the time being of Trinidad and Tobago. Early Redemption Charge An amount deducted by the Trustee/Custodian from the Redemption Price and payable to the Investment Manager in respect of any Units redeemed.

6 Key Definitions - CONT D Fund The open ended Unit trust constituted by the Trust Deed (as hereinafter defined) to be called the Immortelle Income and Growth Fund the initial subscription of which is five million dollars ($5,000,000.00) and all other subscriptions to the Fund received by the Trustee/Custodian and the investments and securities or other assets from time to time representing such subscriptions and all interest, accruals and bonuses thereon. Issue Price The issue price of a Unit, being the Net Asset Value per Unit in respect of the issue of Units, calculated at the close of the subscription date such date being also a Valuation Date. Minimum Investment With respect to the initial purchase of Units, the sum of $ and with respect to any subsequent purchase of Units, the sum of $ or such other amount as the Trustee/Custodian shall prescribe as the minimum investment accepted. Mutual Fund An investment vehicle which makes investments on behalf of individuals and institutions. A mutual fund pools investors contributions and purchases a variety of securities. Net Asset Value The value of the assets of the Fund less liabilities at the close of business every day determined by the Trustee/Custodian in accordance with the Trust Deed and the Rules. Open-ended Fund Fund in which the number of Units in issue varies from day to day. Risk Free Rate The rate of return on a risk-free investment. The 90 day treasury bill is considered a risk free investment because it is a direct obligation of the Trinidad and Tobago Government and its term is short enough to minimise the risks of inflation and market interest rate changes. Unit A Unit issued pursuant to the Trust Deed and representing an undivided share in the Deposited Property and includes a fraction of a Unit. Valuation Date Every day on which the Net Asset Value is determined by the Trustee/Custodian.

7 Summary The following is only a summary of the information contained in the Prospectus and prospective purchasers are advised to read the entire Prospectus prior to deciding whether to invest in the securities being distributed. This Prospectus constitutes an invitation to subscribe for Units in a new mutual fund at the Issue Price per Unit in the Unit trust established by a Declaration of Trust dated the 11th day of July, 2005 (the Trust Deed ) by FIRST CITIZENS TRUSTEE SERVICES LIMITED (the Trustee ) and known as the IMMORTELLE INCOME AND GROWTH FUND. The contents of this Prospectus are qualified in their entirety by the detailed provision of the Trust Deed. Save where the context requires otherwise, words and expressions defined in the Trust Deed shall have the same meaning in this Prospectus. No dealer, salesman or other person is authorised to give any information or to make any representations other than those contained in this Prospectus and if given or made such information or representations may not be relied upon as having been authorised by the Trustee/Custodian or any Adviser. This Prospectus does not constitute an offer or solicitation to any one 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 Fund is neither insured with the Deposit Insurance Corporation in Trinidad and Tobago nor is it guaranteed by the Central Bank of Trinidad and Tobago or by any of the parties related thereto. Any investment in the Fund is at the sole risk of the investor. There is no assurance that the Fund s Investment Objective will be achieved and investors may not receive the amount originally invested in the Fund. It should be noted that the price of Units in the Fund may go down as well as up. Potential investors should consult their professional advisers on the tax consequences of subscribing, purchasing, holding, redeeming or selling Units under the laws and practice of their country of citizenship, domicile or residence or under the laws of any other relevant jurisdiction and in the light of their personal circumstances. Circulation of this Prospectus may be restricted in some jurisdictions and potential investors are responsible for informing themselves of any applicable laws or regulations. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, attorney at law, accountant or other professional adviser.

8 Summary - CONT D The applications for Units may be made only on the basis of this Prospectus alone on the Application Form as provided by the Trustee/Custodian. Neither the delivery of this Prospectus nor the offer, sale or issue of Units shall constitute a representation that the information given herein is necessarily correct as of any time subsequent to the date hereof. Introduction The Fund The Fund is established as an open ended mutual fund in which Units are issued. An open ended mutual fund is one in which the number of Units which may be issued in the Fund is unlimited. The Fund is governed by the laws of the Republic of Trinidad and Tobago and established by the Trust Deed and made by the Trustee/Custodian duly incorporated and validly existing and licensed under the provisions of the Financial Institutions Act, 1993 of the Republic of Trinidad and Tobago. The obligations as to the trusteeship of the Fund and the issue and repurchase of Units and all distributions are the ultimate responsibility of the Trustee/Custodian. The Trustee pursuant to the power contained in the Trust Deed has delegated certain duties and functions: 1. as to fund administration and investment management to First Citizens Asset Management Limited (the Fund Administrator ); 2. as to investment advice and management to First Citizens Asset Management Limited (the Investment Manager ), and 3 as to distribution of the Units to First Citizens Asset Management Limited (the Distributor ).

9 Investment Objective and Policy The key investment objective of the Fund is to facilitate the participation in the domestic, regional and international corporate and government sectors by the investing public through the purchase of Units in the Fund. The investment objective of the Fund is to achieve income returns combined with medium to long-term capital appreciation, with minimisation of risk and reasonable safety of capital. Targeted investments for the Fund s portfolio will include equities listed on the Trinidad and Tobago exchange, regional and international exchanges as well as investments in government and corporate obligations. Whilst the Fund will invest primarily in Trinidad and Tobago (TT) Dollar denominated instruments, appropriate investments in United States (US) Dollars or other currencies will be entertained. The investment policy of the Fund is geared towards investment in the equity and debt securities of companies and projects both listed and unlisted. Such business activities encompass the corporate, business and public sectors. Investments may also be made in the equity of companies and corporations on the major international stock exchanges and in well-established mutual funds available on the international market. Securities of an issuer shall not be purchased if immediately after the purchase more than ten percent of the net assets of the Fund, taken at market value at the time of the purchase, would be invested in securities of the issuer. This would not apply to a purchase of: (a) (b) evidence of indebtedness that have a remaining term to maturity of not more than 365 days that are issued, or fully and unconditionally guaranteed as to principal and interest, by a financial institution regulated in Trinidad and Tobago or a government entity or bonds, debentures, notes or similar instruments representing indebtedness that have a remaining term to maturity of more than 3 years that are issued secured or unsecured by a financial institution regulated in Trinidad and Tobago or a government entity. Securities of an issuer shall not be purchased if immediately after the purchase the Fund holds securities representing more than ten percent of the votes attaching to the outstanding voting securities of that issuer or the outstanding equity securities of that issuer. Securities shall also not be purchased for the purpose of exercising control or direction over or management of the issuer of the security.

10 Investment Objective and Policy - CONT D There can, of course, be no assurance that the Fund s investment objectives will be achieved. Fundamental investment objectives of the Fund may not be changed without approval by investors in the Fund. If there is a change in the investment objectives of the Fund, investors should consider whether the Fund remains an appropriate investment in light of their current financial position and need. Risk Disclosures There can be no assurance that the Trustee/Custodian will achieve the investment objectives of the Fund and investors may not receive an amount equal to or greater than that originally invested in the Fund. The assets of the Fund will be invested in securities and contracts, the portfolio of which will be subject to the risk of fluctuations in capital and financial instruments. While the Trustee/Custodian will seek for the Fund to produce positive total investment returns, in any particular year losses may be suffered. The Trust Deed provides for investment of a portion of the Fund in assets denominated in a currency other than Trinidad and Tobago Dollars. In such circumstances the Unitholder will be subject to some risk of foreign currency fluctuations. While the Fund may enter into arrangements at the sole discretion of the Trustee/Custodian to redeem or transfer specific Units at a fixed future price, the prices of Units in the Fund are not guaranteed as they can go down as well as up. The Fund is neither insured with the Deposit Insurance Corporation in Trinidad and Tobago nor is it guaranteed by the Central Bank of Trinidad and Tobago or by any of the parties related thereto. Any investment in the Fund is at the sole risk of the investor. Foreign Exchange or Currency Risk Given that the Fund may purchase investments denominated in foreign currencies the portfolio is exposed to adverse movements in the exchange rates relative to the Trinidad and Tobago Dollar.

11 Risk Disclosures - CONT D Interest Rate Risk The Fund may invest in fixed interest bearing debt instruments such as a bond whose price is sensitive to changes in interest rates. Typically, there is an inverse relationship between the price of a fixed interest bond and the rate of interest. An increase in the market interest rate will cause the market price of a fixed interest bond to decrease. Conversely, a decrease in the interest rate will lead to an increase in the price of a fixed interest bond. Given that such assets are required to be marked to market, the value of the portfolio can be affected by changes in the interest rate environment. Market Risk - Price of Individual Equities/Stocks The market price of each stock held in the portfolio may fluctuate subject to the performance of that company and to market sentiment relative to past or anticipated performance. Market Risk - Cyclical Equity Markets The portfolio is exposed to the cyclical nature of equity markets which over time experience periods of growth as well as decline. This market risk refers to the decline of the market in general. Such systemic market risk cannot be reduced by diversifying the portfolio as this risk affects the entire market. Market Risk Commodity Prices The Fund portfolio may be affected by fluctuations in the market price of any of the commodities which are the main products of the companies and businesses in which the Fund will invest. This risk would however be mitigated if non-equity assets were purchased. International Business Risk The Fund will purchase investments in businesses located internationally. The taxation regulations of the various jurisdictions may impose withholding and other taxes. Additionally, the accounting and reporting standards may be different from those with which most investors are familiar, and may not require the same level of disclosure and public information. The level of governmental supervision and regulation of foreign exchange may also vary from the practices with which the local investors are accustomed. Foreign investments may also be subject to political risks such as expropriation of assets, confiscation, embargoes, political or social instability or adverse diplomatic relations which could negatively affect the value of the portfolio.

12 Modifications The prior consent by Ordinary Resolution of Unitholders is required before any of the following changes to the Fund takes effect:- (a) a change in the Investment Objectives of the Fund; (b) a change in the Auditor to the Fund; (c) a change to the Investment Manager, unless the successor Investment Manager is an affiliate of the existing Investment Manager; (d) a change in the methodology used to calculate the Net Asset Value of the Fund; (e) an increase in the rate of the fees referred to herein under the heading Fees and chargeable to the Fund. Return on the Fund The returns on the Fund will be computed annually after each year of operation and on a three (3) year cumulative basis. The annual investment return of the Fund is a time-weighted return calculated by comparing the market value of the Fund at the end of the year under consideration to the market value of the Fund at the beginning of the year. This is adjusted for non-investment related net cash flows such as subscriptions and withdrawals. The cumulative return is calculated for the period as follows: - i c = (1+i1) (1+i2) (1+i3) 1 where i c - is the cumulative return, and i t - is the annual return for the year t No returns are calculated for periods of less than one year. Distribution Of Units Subscriptions Units in the Fund will initially be offered at $10.00 per Unit during the Initial Period being the period from the date of execution of the Trust Deed to the 11th day of July, 2005 or such other date as the Trustee/Custodian in its sole discretion may determine (the Closing Date ) and thereafter Units may be offered for sale at the Net Asset Value per Unit calculated at the close of the relevant date of subscription such date being also a Valuation Date. Subject to the Trustee/Custodian determining otherwise, the minimum initial subscription for Units by an investor will be $ and thereafter, the minimum amount of an additional subscription by a Unitholder, save and except in the instances of the reinvestment of any distributions 10

13 Distribution Of Units - CONT D payable in the Fund, will be $ Completed Application Forms together with immediately cleared funds must be received by the Trustee/Custodian (or its duly authorised agent) on the relevant subscription date. There is provision for the Fund to issue fractional Units. Certificates will not be issued in respect of purchases of Units, however, quarterly statements will be sent to Unitholders. Payment for Units Units will only be issued for immediately cleared funds in Trinidad and Tobago Dollars which must be received with the relevant Application Form. Holders of Units are obliged to complete a Change of Information Notification Form in certain circumstances set out in such form. Redemption To effect redemption of Units, Unitholders must submit a Redemption Form which must be received by the Trustee/Custodian (or its duly authorised agent) on a Business Day. Units will be redeemed at the Redemption Price less any stamp duty or taxation leviable thereon on the relevant redemption date. The Redemption Price will be the Net Asset Value per Unit calculated at the close of the Business Day on which the Redemption Form was submitted in respect of which such price is being calculated. Payment for the Units will be effected on the Business Day next following the date on which the Redemption Form is received. The Trustee/Custodian has the discretion to apply an early Redemption Charge as follows:- Not to exceed 2.5% per annum up to 1 year; Not to exceed 1.5% per annum from 1-2 years. These charges may be waived. In the event that the Unitholder s holding in the Fund falls below the minimum requirement of $ the Trustee/Custodian has the discretion to redeem the Units and to remit the balance to the Unitholder in accordance with Clause 8(B)(vi) in the Trust Deed. 11

14 Distribution Of Units - CONT D Mandatory Redemption If it shall come to the attention of the Trustee/Custodian that Units are held by any person who is determined by the Trustee/Custodian to be an inappropriate person to hold Units, as detailed in the Trust Deed, or that Units were acquired or are held by any person in breach of the laws or requirements of any country or governmental authority then the Trustee shall utilise procedures contained in the Trust Deed compulsorily to redeem such Units. Restrictions on Transfers Units may be transferred only to persons who are not prohibited from holding Units under the terms of the Trust Deed. The transferee will be required to represent to the Trustee/Custodian s satisfaction that it is acquiring the Units for investment on its own account and that it is not disqualified from holding Units pursuant to the terms of the Trust Deed. A transfer of Units must be by way of Transfer Form and no such transfer will be effective and binding on the Trustee/Custodian until entered in the Register. Subject to a resultant holding of Units (by both the transferor and the transferee after the proposed transfer) of which the current value shall be not less than $ no Transfer Form shall relate to Units of a then current aggregate value of less than $ unless such Transfer Form relates to all Units registered in the name of the transferor. Determination of Net Asset Value per Unit The assets of the Fund are valued at the close of business on a Valuation Date in order to determine the Net Asset Value of the Fund (being the value of the Fund s total assets minus its total liabilities including provision for accrued fees and expenses). The Net Asset Value per Unit will be calculated on each Valuation Date (being each and every Business Day) or such other day or days as the Trustee/Custodian may determine by dividing the Net Asset Value of the Fund by the total number of Units outstanding on a relevant Valuation Date. The investments and other property comprising the Deposited Property at the close of business shall be valued at the last known price on the official stock exchange or other regulated market on which these investments or property are traded or admitted for trading and where separate bid and offer prices are published for any such investments or property, at the price equal to the last known bid and offer prices respectively. Where such investments or other property are quoted or dealt in on or by more than one stock exchange or regulated market, the Trustee may in its discretion select one of such stock exchanges or regulated markets for the purposes of determining the value of such investments or property. 12

15 Distribution of Units - CONT D Unlisted securities will be valued initially at cost, thereafter independent valuations will be performed quarterly to mark the securities to market. If a material event affecting the valuation, in the opinion of the Investment Manager, occurs between quarter end valuations, a new valuation will be performed. Events such as a bid for shares or an offer for the bond or a significant change in the company or issuer among others will trigger a new valuation. Any investment or other property which is not traded or admitted on an official stock exchange or regulated market, or if the last bid or offer price of any investment or other property so traded or admitted, does not reflect their true value, the Trustee shall proceed on the basis of their expected sales price, which shall be valued with prudence and in good faith. Cash, bills payable on demand and other debts and prepaid expenses shall be valued at their nominal amount, unless it appears unlikely that such nominal amount is obtainable. Net Asset Value per Unit shall be calculated by dividing Net Asset Value by the number of Units in issue on the relevant date (aggregating fractional Units for this purpose). For the purposes of the calculation of Net Asset Value and Net Asset Value per Unit, investments shall be valued in the Trustee s discretion, and the Trustee shall, in the absence of manifest error, be entitled to rely upon the pricing information supplied by pricing services selected in consultation with the Investment Manager. The Trustee shall notify any Unitholder of the Net Asset Value per Unit as of any specified Valuation Date as promptly as practicable thereafter but only if requested to do so in writing by such Unitholder and shall otherwise be under no obligation to do so. On the recommendation of the Investment Manager the Trustee may convert the value of investments denominated in a currency other than Trinidad and Tobago Dollars to Trinidad and Tobago Dollars at the then prevailing exchange rate as determined at the sole discretion of the Trustee upon reference to any one of the commercial banks operating in Trinidad and Tobago. 13

16 Distribution of Units - CONT D The Net Asset Value of the Fund will be published weekly in the newspaper or as subsequently advised by the Trustee/Custodian. In accordance with the Trust Deed, the Trustee/Custodian may suspend the determination of Net Asset Value, the issue and repurchase of Units in the Fund during: (a) any period in which there is a suspension of trading of the investments or other property of the Fund, and (b) while circumstances exist as a result of which in the opinion of the Trustee/Custodian after consultation with the Investment Manager it is not reasonably practicable to realize any investments or other property held or contracted for the account of the Fund. Unitholders who have submitted Redemption Forms will be notified of any such suspension as soon as may be practicable after such suspension and those who have not withdrawn their Redemption Forms during the period of such suspension will be promptly notified upon termination of such suspension. Certain Limitations On Liability (1) The Investment Management Agreement provides inter alia that the Investment Manager shall not be liable for any loss arising from any act or omission, except for misfeasance, bad faith or negligence in the performance of its duties thereunder. (2) The Fund Administration Agreement provides inter alia that the Fund Administrator shall not be liable for acts or omissions unless done or omitted through willful default, fraud or negligence of the Fund Administrator. (3) The Distribution Agreement provides inter alia that the Distributor shall use its best efforts to arrange for placement of Units on behalf of the Fund and to provide potential investors with copies of the Prospectus. In so doing, the Distributor shall act as distributor for the Trustee/Custodian and not as principal. (4) The Trust Deed provides inter alia that the Trustee/Custodian shall as regards all the Fund s powers, authorities and discretions vested in it, have absolute and uncontrolled discretions as to the exercise thereof whether in relation to the manner or as to the mode of and the time of exercise thereof and in the absence of fraud or negligence the Trustee/Custodian shall not be in any way responsible for any loss, costs, damages or inconvenience that may result from the exercise or non-exercise thereof. 14

17 Termination Unless terminated prior thereto by Unitholders vote or pursuant to a decision by the Trustee/Custodian which will be subject to ninety (90) days prior written notice to the Unitholders that the remaining investment opportunities will not be sufficient to achieve the Investment Objective, the Fund will terminate on whichever is the earliest of (i) the expiry of the Perpetuity Period (which shall expire at the end of the period of 21 years from the date of the death of the last survivor of all the descendants, male and female, of Her Majesty Queen Elizabeth II living on the date of execution of the Trust Deed) (ii) the redemption of all Units or (iii) the retirement of the Trustee/Custodian pursuant to the Trust Deed without a new Trustee being appointed. In order to effect such termination the assets of the Fund will be liquidated by the Trustee/Custodian in consultation with the Investment Manager. After payment of all debts and liabilities of the Fund and all fees and expenses of the Fund, the net proceeds of such liquidation will be distributed, to the extent not distributed prior thereto, on the thirtieth Business Day following termination of the Fund pro-rata to the Unitholders of record on the date of termination of the Fund. Tax Considerations Prospective purchasers of Units should consult their own tax advisers as to the taxes applicable to the acquisition, holding or disposition of Units under the laws of the countries of their respective citizenship, residence or domicile. Income And Distribution The Trustee/Custodian intends to make distributions out of the net income and net realised profits of the Fund. Dividends will be declared from time to time at the discretion of the Trustee. Such payments will be made annually subsequent to the Fund s financial year-end. The focus of the Fund is both long-term growth and income generation. Distributions payable will ordinarily be reinvested automatically in additional Units of the Fund at the Issue Price as at the relevant Distribution Date unless investors request that their distributions be paid to them in cash. 15

18 General Information Documents for Inspection The Fund s annual financial statements will be made up to 30th September in each year beginning in Annual audited financial statements of the Fund will be published in the newspapers. The Trustee/Custodian shall publish or shall cause to be published in one or more daily newspaper in Trinidad and Tobago and such other newspapers and publications as the Trustee/Custodian may determine at least once every 6 months a statement of assets and liabilities and a statement of net income of the Fund. Copies of the Trust Deed and agreements with the Investment Manager, the Fund Administrator and the Distributor may be inspected at the registered office of the Trustee/Custodian and/or such other offices as the Trustee/Custodian may from time to time determine and notify to Unitholders and prospective Unitholders. Unitholders Voting With regard to certain matters the Unitholders will be required to approve or confirm such action as detailed in Schedule 2 of the Trust Deed either by an Ordinary Resolution or Extraordinary Resolution passed in accordance with the provisions of the Trust Deed. Fees The Trustee/Custodian shall be entitled to be paid from the Deposited Property of the Fund a quarterly fee which shall be calculated and accrued daily and payable in arrears of an amount which will not exceed an annual rate of 0.25% on the average Net Asset Value during the relevant calendar quarter and such fees shall, in respect of the quarter in which the Closing Date occurs and the quarter in which the Fund is terminated, be pro-rated on the basis of the number of days remaining in such quarter from and including the Closing Date or (as the case may be) the number of days elapsed in such quarter to and including the termination date, and the number of days in the relevant quarter. The fees payable to the Trustee may be increased with the sanction of an Ordinary Resolution. 16

19 Fees - CONT D The Investment Manager shall be paid out of the Deposited Property of the Fund a quarterly fee, calculated on the basis of the average Net Asset Value in that quarter pro-rated where necessary on the basis of number of days remaining or elapsed in the quarter, according to an annual rate not to exceed 2% on the average Net Asset Value of the Fund. The Investment Manager will be reimbursed all out-ofpocket expenses incurred in the performance of its duties as Investment Manager. The Fund Administrator shall be paid out of the Deposited Property of the Fund a quarterly fee, calculated on the basis of the average Net Asset Value in that quarter, pro-rated where necessary on the basis of the number of days remaining or elapsed in the quarter, according to an annual rate not to exceed 0.25% on the average Net Asset Value of the Fund and an Initial Charge not to exceed 1% of the relevant Issue Price in respect of each new purchase of Units including purchases as a result of re-investment of distributions. The Fund Administrator will also be reimbursed all reasonable out-of-pocket expenses incurred by it in the performance of the Fund Administrator s duties. The Distributor shall be paid out of the Deposited Property of the Fund a quarterly fee, calculated on the basis of the average Net Asset Value in that quarter, pro-rated where necessary on the basis of the number of days remaining or elapsed in the quarter according to an annual rate not to exceed 0.25% on the average Net Asset Value of the Fund. Other There are provisions in the Trust Deed for imposing (i) an Early Redemption Charge for Units, such charge not to exceed 2.5% per annum of the Redemption Price and (ii) an Initial Charge not to exceed 1% of the relevant Issue Price. Both these charges can be waived by the Fund Administrator in its discretion. 17

20 Notes 18

21 Innovation drives us

22 Another mind can make the difference

23 Imaginations working together

24 Immortelle Income & Growth Fund