OFFERING MEMORANDUM. June, A Retail Offering of Units (the "Units") in

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1 OFFERING MEMORANDUM June, 2008 A Retail Offering of Units (the "Units") in NIKKO REAL ASSET FUND USD PORTFOLIO (the USD Portfolio ) NIKKO REAL ASSET FUND EUR PORTFOLIO (the EUR Portfolio ) NIKKO REAL ASSET FUND JPY PORTFOLIO (the JPY Portfolio ) NIKKO REAL ASSET FUND AUD PORTFOLIO (the AUD Portfolio ) relating to Nikko Real Asset Fund (the "Trust") established pursuant to a master trust deed dated 28th July, 2005 (the "Master Trust Deed") (as amended and supplemented from time to time) and, respectively, a first supplemental trust deed dated 28th July, 2005 (as amended and supplemented from time to time), a second supplemental trust deed dated 28th July, 2005 (as amended and supplemented from time to time), a third supplemental trust deed dated 28th July, 2005 (as amended and supplemented from time to time) and a fourth supplemental trust deed dated 28th July, 2005 (as amended and supplemented from time to time and each a Supplemental Trust Deed ) each made between Maples Finance Limited (the "Trustee") and Total Alpha Investment Fund Management Company S.A. (the Manager ). THE TRUST IS NOT A LUXEMBOURG COLLECTIVE INVESTMENT UNDERTAKING AND HAS NOT BEEN REGISTERED FOR DISTRIBUTION IN LUXEMBOURG. THE TRUST IS NOT SUBJECT TO THE SUPERVISION BY ANY LUXEMBOURG SUPERVISORY AUTHORITY. THE PROTECTION OF THE UNITHOLDERS OF A REGULATED INVESTMENT FUND THROUGH A SUPERVISORY AUTHORITY IS NOT PROVIDED TO INVESTORS OF THE TRUST. No person receiving a copy of this Offering Memorandum in any territory may treat it as constituting an offer to him, unless in the relevant territory such an offer could lawfully be made to him without compliance with any registration or other legal requirements. The contents of this Offering Memorandum are not to be construed as a recommendation or advice to any prospective investor in relation to the application, purchase, holding or disposition of Units. Prospective investors should consult their professional advisers accordingly. TOTAL ALPHA INVESTMENT FUND MANAGEMENT COMPANY S.A. as Manager MAPLES FINANCE LIMITED as Trustee This Offering Memorandum contains particulars of Nikko Real Asset Fund USD Portfolio (the

2 USD Portfolio ), Nikko Real Asset Fund EUR Portfolio (the EUR Portfolio ), Nikko Real Asset Fund JPY Portfolio (the JPY Portfolio ) and Nikko Real Asset Fund AUD Portfolio (the AUD Portfolio and, together with the USD Portfolio, the EUR Portfolio and the JPY Portfolio, the Series Trusts ), each a separated series trust of Nikko Real Asset Fund (the Trust ), an umbrella trust, and specifically the offering of Units in the Series Trusts for the purpose of providing information to potential investors. The Units in the Series Trusts are issued and are offered on the basis of the information and representations contained in this Offering Memorandum. The Trustee and the Manager have power under the Master Trust Deed to establish other series trusts of the Trust without obtaining the authority of a Unitholders Resolution or a Series Trust Resolution. Each investor in the Series Trust will acquire a beneficial interest in such Series Trust established as a unit trust under the laws of the Cayman Islands. Each Series Trust is established pursuant to the Master Trust Deed dated 28th July, 2005 (as amended and supplemented from time to time) made between Maples Finance Limited (the "Trustee") and Total Alpha Investment Fund Management Company S.A. (the Manager ) and the relevant supplemental trust deed thereto (each a Supplemental Trust Deed ). The USD Portfolio is established pursuant to the Master Trust Deed and the first Supplemental Trust Deed thereto dated 28th July, 2005 (as amended and supplemented from time to time) made between the Trustee and the Manager (together, the USD Series Trust Deed ). The EUR Portfolio is established pursuant to the Master Trust Deed and the second Supplemental Trust Deed thereto dated 28th July, 2005 (as amended and supplemented from time to time) made between the Trustee and the Manager (together, the EUR Series Trust Deed ). The JPY Portfolio is established pursuant to the Master Trust Deed and the third Supplemental Trust Deed thereto dated 28th July, 2005 (as amended and supplemented from time to time) made between the Trustee and the Manager (together, the JPY Series Trust Deed ). The AUD Portfolio is established pursuant to the Master Trust Deed and the fourth Supplemental Trust Deed thereto dated 28th July, 2005 (as amended and supplemented from time to time) made between the Trustee and the Manager (together, the AUD Series Trust Deed, and together with the USD Series Trust Deed, the EUR Series Trust Deed and the JPY Series Trust Deed, the Series Trust Deeds ). The Trustee is a trust company duly incorporated, validly existing and licensed to undertake trust business pursuant to the provisions of the Banks and Trust Companies Law (2007 Revision) of the Cayman Islands. The Manager is a company duly incorporated, validly existing and licensed to undertake management of investment funds pursuant to the provisions of Luxembourg law. The Manager accepts responsibility for the information contained in this Offering Memorandum to the extent that to the best knowledge and belief of the Manager (which has taken all reasonable care to ensure that such is the case) the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. No action has been taken to permit the distribution of this Offering Memorandum in any jurisdiction where action would be required for such purpose. Accordingly, no person receiving a copy of this Offering Memorandum may treat it as constituting an invitation or offer to him to purchase or

3 subscribe for Units nor should he in any event submit a Subscription Notice unless in the relevant territory such an invitation or offer could lawfully be made without compliance with any registration or other legal requirement. Nikko Real Asset Fund falls within the definition of a regulated mutual fund pursuant to the Mutual Funds Law (2007 Revision) of the Cayman Islands (the Law ). Nikko Real Asset Fund has applied for a mutual fund license pursuant to section 5 of the Law. Nikko Real Asset Fund is also a retail mutual fund for the purposes of The Retail Mutual Funds (Japan) Regulations (2007 Revision) of the Cayman Islands (the Regulations ). The operation of Nikko Real Asset Fund and its investment business is subject to the Law and the Regulations. Accordingly, the main obligations of the Trustee are to (i) register Nikko Real Asset Fund with the Cayman Islands Monetary Authority (the Monetary Authority ); (ii) file with the Monetary Authority prescribed details of this Offering Memorandum and any changes to it; (iii) file annually with the Monetary Authority accounts signed off by an approved auditor in the Cayman Islands; and (iv) pay a prescribed registration fee. As a regulated mutual fund, Nikko Real Asset Fund will be subject to the supervision of the Monetary Authority and the Monetary Authority may at any time instruct the Trustee to have the accounts of any Series Trust audited and to submit them to the Monetary Authority within such time as the Monetary Authority specifies. In addition the Monetary Authority may ask the Trustee to give the Monetary Authority such information or such explanation in respect of any Series Trust as the Monetary Authority may reasonably require to enable it to carry out its duty under the Law. However, the Monetary Authority accepts no responsibility for the financial soundness of any Series Trust or for the accuracy of any statements made or opinions expressed in this document. The Trustee must give the Monetary Authority access to or provide at any reasonable time all records relating to any Series Trust and the Monetary Authority may copy or take an extract of a record to which it is given access. Failure to comply with these requests by the Monetary Authority may result in substantial fines being imposed on the Trustee and may result in the Monetary Authority applying to the court to have the relevant Series Trust(s) wound up. The Monetary Authority may take certain actions if it is satisfied that a regulated mutual fund is or is likely to become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Monetary Authority include, inter alia, the power to require the substitution of the Trustee, to appoint a person to advise the Trustee on the proper conduct of the affairs of any Series Trust or to appoint a person to assume control of the affairs of any Series Trust. There are other remedies available to the Monetary Authority including the ability to apply to the court for approval of other actions. A MUTUAL FUND LICENCE ISSUED BY THE MONETARY AUTHORITY DOES NOT CONSTITUTE AN OBLIGATION OF THE MONETARY AUTHORITY TO ANY INVESTOR AS TO THE PERFORMANCE OR CREDITWORTHINESS OF THE TRUST. FURTHERMORE, IN ISSUING SUCH A LICENCE THE MONETARY AUTHORITY SHALL NOT BE LIABLE FOR ANY LOSSES OR DEFAULT OF THE TRUST OR FOR THE CORRECTNESS OF ANY OPINIONS OR STATEMENTS EXPRESSED IN ANY PROSPECTUS. In particular: (i) no offer or invitation to subscribe for Units may be made to the public in the Cayman Islands; (ii) the Units may only be offered to the public in Japan following the filing of a securities registration statement pursuant to the Financial Instruments and Exchange Law of Japan ("FIEL") with the director of the Kanto Local Finance Bureau ("KLFB") of the Ministry of Finance of Japan and a notification pursuant to the Law concerning Investment Trusts and Investment Corporations of

4 Japan ("Investment Trust Law") with the Commissioner of the Financial Services Agency of Japan ("FSA"). Without such filings the Units may not be offered in Japan except pursuant to an exemption available under Japanese law and regulations, including an exemption for an offer and sale in the secondary markets in Japan; (iii) this Offering Memorandum has not been approved by any authority or regulator in the United States of America, and, accordingly, Units may not be offered or sold in the U.S. by means of this Offering Memorandum or any other document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in other circumstances which do not constitute an offer to the public for the purposes of U.S. federal or state law; and (iv) the Units have not been registered under the United States Securities Act of 1933 (nor has the Trust been registered under the United States Investment Company Act of 1940) and are not being offered in the United States of America, nor may they be directly or indirectly offered or sold in the United States of America or in its territories or possessions or areas subject to its jurisdiction or to or for the benefit of nationals, citizens or residents thereof or persons who are normally resident therein (including the estate of such person and corporations or partnerships created or organized therein) except pursuant to an exemption available under the U.S. Securities Act of The Units are not expected to be listed on any stock exchange and it is expected that there will be no public market for the Units. Any information given or representation made by any dealer, salesman or other person and (in either case) not contained herein should be regarded as un-authorized and, accordingly, should not be relied upon. Neither the delivery of this Offering Memorandum nor the offer, issue or sale of Units shall, under any circumstances, constitute a representation that the information contained in this Offering Memorandum is correct at any time subsequent to the date of this Offering Memorandum. Potential subscribers of Units should inform themselves as to (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, incorporation or domicile and which might be relevant to the application, holding, or disposal of Units.

5 DEFINITIONS For the purposes of this Offering Memorandum, the following expressions have the following meanings: "Accounting Date" "Accounting Period" "Administration Agreement" "Administrator" "Agent Company" "Application Deadline Day" "Australia" "Australian dollar", "AUD" or "A$" "Business Day" "Calculation Day" means 30 September in each year or such other date or dates in each year as the Manager may from time to time determine. means a period ending on and including an Accounting Date and commencing from the commencement of a Series Trust or from the calendar day next following the preceding Accounting Date (as the case may be). means the agreement by which the Manager and the Trustee have appointed the Administrator to provide administrative services in relation to the Trust. means Nikko Bank (Luxembourg) S.A., a company incorporated under the laws of Luxembourg, or such other person as may be appointed as administrator of the Trust by the Manager and the Trustee in accordance with the provisions of each Series Trust Deed and the Regulations. means Nikko Cordial Securities Inc. or such other person or institution as may be appointed as agent company in relation to the Trust by the Manager from time to time. means two Business Days prior to the relevant Issue Day, or if such day is not a bank business day in Luxembourg, the immediately preceding bank business day in Luxembourg. means Australia, its territories and possessions. means the lawful currency of Australia. means, for each Series Trust, any day on which (i) banks are open for business in the Cayman Islands and New York, and (ii) major U.S. securities markets, as defined by the Manager, are open for business, or such other days as the Manager may from time to time determine. means the bank business day in Luxembourg immediately following the relevant Valuation Day and/or such other day or days as the Manager may from time to time determine in respect of each Series Trust.

6 "Cayman Islands" "Certificate" "Custodian" "Custodian Agreement" "Dealing Day" means the British Overseas Territory of the Cayman Islands. means a certificate evidencing the title of the registered holder thereof to a number of Units of the relevant Series Trust. means Nikko Bank (Luxembourg) S.A., a company incorporated under the laws of Luxembourg, or such other person or institution as may be appointed as custodian of the Trust by the Manager and the Trustee from time to time in accordance with the terms of each Series Trust Deed and the Regulations. means the agreement by which the Trustee and the Manager have appointed the Custodian to provide custodian services to the Manager and the Trustee in relation to the Trust. means the bank business day in Luxembourg immediately following the relevant Issue Day or Repurchase Day and/or such other day or days as the Manager may from time to time determine in respect of each Series Trust. "DIH Fund" means Wellington Management Portfolios (Cayman) Diversified Inflation Hedges Portfolio (For Qualified Investors), a unit trust established under the laws of the Cayman Islands pursuant to a trust deed between State Street Cayman Trust Company, Ltd. as trustee and Wellington Management Company, LLP as manager. "Distributor" "Eligible Investor" means Nikko Cordial Securities Inc., a company incorporated under the laws of Japan, or such other person or institution as may be appointed as distributor in relation to the Trust by the Manager in accordance with the terms of each Series Trust Deed. means (a) any person, corporation or entity who or which is not (i) a U.S. Person, (ii) a citizen or resident of the Cayman Islands or a person or entity domiciled in the Cayman Islands (excluding any exempted or non-resident entity incorporated in the Cayman Islands); or (iii) a custodian, nominee, or trustee for any person or entity described in (i) or (ii) above or (b) those persons who are eligible to hold Units as determined from time to time by the Manager and as notified to the Trustee, which are currently the persons described in Eligible Investors.

7 "Euro", " or "EUR" "Investment" "Investment Management Agreement" "Investment Manager" "Issue Day" "Issue Price" "Japan" "Law" "Manager" "Net Asset Value" means the legal currency of the countries participating in the Economic and Monetary Union. means (i) units in the DIH Fund and (ii) cash, as more particularly described in Investment Objective and Restrictions. means the agreement by which the Manager has appointed the Investment Manager to provide investment management services to the Manager in relation to the Trust. means Wellington Management Company, LLP. or such other person as may be appointed as investment manager in relation to the Trust in accordance with the provisions of each Series Trust Deed and the Regulations. means each Thursday (or if not a Valuation Day, the immediately preceding Valuation Day), and/or such other day or days as the Manager may from time to time determine in respect of each Series Trust means the price of a Unit as of each Issue Day, calculated in the manner described below under the section headed "Issue Of Units", at which Units will normally be issued as of any Issue Day. means Japan, its territories and possessions. means the Mutual Funds law (2007 Revision) of the Cayman Islands. means Total Alpha Investment Fund Management Company S.A., a company incorporated under the laws of Luxembourg, or such other person or institution as may be appointed as manager in relation to each Series Trust in accordance with the provisions of each Series Trust Deed and the Regulations. means, in relation to Units of each Series Trust (or of each class or series of Units of a Series Trust as the case may be), the value of all of the assets comprised within the Trust Fund of such Series Trust (or the part of the Trust Fund attributable to such class or series as the case may be) less the value of all liabilities properly payable from the Trust Fund of such Series Trust (or the liabilities attributable to such class or series as the case may be), as of each Valuation Day, calculated in the relevant Reference Currency by the

8 Administrator or its agent in accordance with each Series Trust Deed and this Offering Memorandum. "Net Asset Value per Unit" means a per Unit value in the relevant Reference Currency for each Series Trust (or each class or series of a Series Trust as the case may be), calculated by dividing the Net Asset Value of the Trust Fund of the relevant Series Trust (or the portion thereof attributable to of the relevant class or series of a Series Trust as the case may be) by the number of Units of such Series Trust (or of such class or series as the case may be) in issue, and then rounded, unless otherwise stated in this document, to the nearest 2 decimal places. "Offering Memorandum" means this offering memorandum as amended or supplemented from time to time. "Reference Currency" "Register" "Regulations" "Repurchase Day" "Repurchase Notice" "Repurchase Notice Deadline Day" "Repurchase Price" "Series Trust" means, in respect of each Series Trust (or each class or series of a Series Trust as the case may be), the currency in which Units are denominated means the register of Unitholders required to be kept in accordance with the terms of each Series Trust Deed. means The Mutual Funds Law (2007 Revision) - The Retail Mutual Funds (Japan) Regulations (2007 Revision). means each Thursday (or if not a Valuation Day, the immediately preceding Valuation Day), and/or such other day or days as the Manager may from time to time determine in respect of each Series Trust. means, in respect of Units of any Series Trust the notice requesting repurchase of Units. means two Business Days prior to the relevant Repurchase Day, or if such day not a bank business day in Luxembourg, the immediately preceding bank business day in Luxembourg. means the price, calculated in the manner described below under the section headed "Repurchase Of Units", at which Units will normally be repurchased as of each Repurchase Day. means a separate trust established pursuant to a Series Trust Deed.

9 "Series Trust Resolution" "Service Adviser" "Subscription Notice" "Suspension" "Trust Fund" "Trustee" "Unit" means a resolution (a) consented to in writing by the holders of a simple majority in Net Asset Value of the Units in issue of the relevant Series Trust or (b) passed at a general meeting of the Unitholders of such Series Trust by the holders of a simple majority in Net Asset Value of the Units of such Series Trust (calculated by reference to the Net Asset Value per Unit on the record date for the relevant meeting (but if such record date is not a Valuation Day, the Valuation Day immediately preceding the record date)) present in person or by proxy and entitled to vote and voting at the meeting. means Nikko Asset Management Americas, Inc. (formerly known as Nikko Alternative Asset Management, Inc.) or such other person as may be appointed as service adviser in relation to the Trust in accordance with the provisions of each Series Trust Deed and the Regulations. means, with respect to Units of any Series Trust (or any class or series of Units of a Series Trust as the case may be), the notice of application for the subscription of Units in such form as the Manager, the Distributor or the Administrator may from time to time determine. means a determination by the Manager or the Trustee to suspend the calculation of the Net Asset Value of the Units of one or more Series Trusts (or classes or series of them) and/or the issue and/or repurchase of such Units. means the assets held by the Trustee upon the trusts of each Series Trust including the proceeds of issue of the relevant Units and all investments, the cash and other property and assets for the time being held or deemed to be held by the Trustee upon the trusts of the relevant Series Trust pursuant to the relevant Series Trust Deed. means Maples Finance Limited or such other person or institution as may be appointed as trustee of each Series Trust in accordance with the provisions of the Series Trust Deeds. means one equal individual share into which the beneficial interest of each Series Trust shall be divided, including without limitation the USD Units, EUR Units, JPY Units and AUD Units, and includes fractions of such Units (if applicable).

10 "United States", U.S.A. or "U.S." "Unitholder" "Unitholders Resolution" "US dollars", "USD" or "US$" "U.S. Person" "Valuation Day" "Yen", "JPY" or " " means The United States of America, its territories and possessions including the states and District of Columbia; means the registered holder for the time being of a Unit, and includes persons jointly registered in respect of a Unit. means a resolution (a) consented to in writing by the holders of a simple majority in Net Asset Value of the Units in issue of all Series Trusts or (b) passed by the holders of a simple majority in Net Asset Value of the Units of all Series Trusts at a general meeting of the Unitholders of all Series Trusts (calculated by reference to the Net Asset Value per Unit on the record date for the relevant meeting (but if such record date is not a Valuation Day, the Valuation Day immediately preceding the record date)) present in person or by proxy and entitled to vote and voting at the meeting. means the lawful currency of The United States of America. means, unless the Trustee otherwise determines, (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the U.S. Securities Act) who are not natural persons, estates or trusts. means every Business Day and any other day designated by the Manager as of which Units may be valued. means the lawful currency of Japan.

11 SUMMARY OF OFFERING MEMORANDUM The following is a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Memorandum, in each Series Trust Deed and other agreements referred to herein. Nikko Real Asset Fund Nikko Real Asset Fund (the Trust ), which has been established as an umbrella unit trust, is a group of Cayman Islands series unit trusts. Each series unit trust in the Trust (each a Series Trust ) has been established pursuant to the Master Trust Deed and the respective Supplemental Trust Deed thereto, each entered into between the Trustee and the Manager. The Series Trusts, units (the Units ) of which are offered under this Offering Memorandum, are Nikko Real Asset Fund - USD Portfolio (the USD Portfolio ), Nikko Real Asset Fund - EUR Portfolio (the EUR Portfolio ), Nikko Real Asset Fund - JPY Portfolio (the JPY Portfolio) and Nikko Real Asset Fund - AUD Portfolio (the AUD Portfolio ). The Reference Currency of the USD Portfolio, the EUR Portfolio, the JPY Portfolio and the AUD Portfolio is the US dollars, Euro, Yen and Australian dollars, respectively. The Units of each Series Trust shall, in this Offering Memorandum, be referred to as USD Units, EUR Units, JPY Units and AUD Units, respectively. The assets constituting the Trust Fund of each Series Trust will be segregated from the assets constituting the Trust Fund of each other Series Trust and will be managed separately, and liabilities attributable to each Series Trust will be segregated from the liabilities attributable to the other Series Trusts. The Series Trust Deeds are governed by the laws of the Cayman Islands. All Unitholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the relevant Series Trust Deed and any trust deed supplemental thereto. In the event of any conflict between: (a) the provisions of this Offering Memorandum; and (b) the provisions of the relevant Series Trust Deed and any future relevant trust deeds supplemental to such Series Trust Deed, the provisions of the latter documents will prevail. The Trustee and the Manager have power under the Master Trust Deed to establish other Series Trusts each as separate series unit trust of the Trust without obtaining the authority of a Unitholders Resolution or a Series Trust Resolution. Investment Objective The Manager will attempt to achieve real returns over the long-term, for each Series Trust. The Manager will seek to achieve this objective of each Series Trust primarily through the purchase, holding and sale of units of the respective class of units of the DIH Fund whose investment objective is similar to that of the relevant Series Trust. A summarized explanation of the DIH Fund is attached as Appendix A to this Offering Memorandum. (See Investment Objective and Restrictions in Appendix A.)

12 The Manager The Manager is solely responsible for the management of the Trust Fund of each Series Trust as described in this Offering Memorandum. The Manager is a company duly incorporated, validly existing and licensed to undertake management of investment funds pursuant to the provisions of Luxembourg laws. The Manager has appointed, in relation to all of the funds that it manages, specialized investment managers to which it has delegated its management functions. The Manager was incorporated in Luxembourg on 27th February, 1992 under the Law of 10th August, 1915 of Luxembourg (as amended). The Law of 10th August, 1915 (as amended) prescribes the fundamental matters in regard to companies including the incorporation and management thereof and the public offering of shares. Under chapter 14 of the Law of 20th December, 2002 relating to undertakings for collective investment, it qualifies as the management company of collective investment undertakings. As of the end of May 2008, the share capital of the Manager is 446,220 Euro all being fully paid up. The Manager has issued 18,000 shares in registered form with par value of Euro per share. The Manager is a fully owned subsidiary of Nikko Bank (Luxembourg) S.A. The Trustee The Trustee is Maples Finance Limited. The Trustee is a trust company duly incorporated, validly existing and licensed to undertake trust business pursuant to the provisions of the Banks and Trust Companies Law (2007 Revision) of the Cayman Islands. Administrator Pursuant to the Administration Agreement, the Manager has delegated the administration of each Series Trust to the Administrator who will be responsible for the administrative duties with respect to each Series Trust and will act as administrator and registrar of each Series Trust. Custodian Pursuant to the Custodian Agreement, the Trustee and the Manager have appointed the Custodian in relation to each Series Trust to provide custody services with respect to each Series Trust. Subscriptions Units will normally be available for issue as of any Issue Day at the relevant Net Asset Value per Unit as of such Issue Day (the Issue Price ), subject to relevant subscription notice procedures. Unless otherwise determined by the Manager, each Thursday (or if not a Valuation Day the immediately preceding Valuation Day) shall be an Issue Day, except where the Net Asset Value determination is temporarily suspended in the circumstances outlined in Temporary Suspension of Valuation of Units, Subscriptions and Repurchases. Details of subscription procedures are set out in the section headed Issue of Units.

13 Minimum Investment Unless the Manager determines otherwise, the minimum number of Units of each Series Trust per Subscription Notice per investor is 50 Units. Repurchases Repurchases of Units may be made as of any Repurchase Day at the relevant Net Asset Value per Unit calculated as of such Repurchase Day (the Repurchase Price ), subject to the repurchase notice procedure. Unless otherwise determined by the Manager, each Thursday (or if not a Valuation Day the immediately preceding Valuation Day) shall be a Repurchase Day, except where the Net Asset Value determination is temporarily suspended in the circumstances outlined in Temporary Suspension of Valuation of Units, Subscriptions and Repurchases. The minimum number of Units to be repurchased is 1 Unit for each Series Trust. Details of the repurchase procedures are set out in the section headed Repurchase of Units. Distribution Policy Distributions, if any, are made by the Trustee at the direction of the Manager, such direction being at the Manager s discretion. See Distribution Policy. Restrictions on Sale and Transfer No Unitholder may transfer any Unit held by it without having obtained the prior written consent of the Manager or the Distributor which consent may be given or withheld and having given notice to the Administrator. The Units may not be purchased or held by persons who are not Eligible Investors and may not be offered or sold in any jurisdiction in which such offer or sale is not lawful or in which the person making such offer or sale is not qualified to do so or to anyone to whom it is unlawful to make such an offer or sale. Risk Factors Investment in each Series Trust involves significant risks. The investor s attention is drawn to the risks outlined in the section headed "Risk Factors". Moreover, there can be no assurance that any Series Trust will achieve its investment objective. Fees and Expenses Prospective investor s attention should be drawn to the details of the fees and expenses payable out of each Series Trust as set out in Charges and Expenses. Tax Investors should consult their professional advisers on the possible tax, exchange control or other consequences of buying, holding, selling or repurchasing Units under the laws of their country of

14 citizenship, residence or domicile. The government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Trustee or the Unitholders. Withholding tax may be imposed by certain jurisdictions upon dividends and interest received by the Trustee on securities and debt obligations held by the Trustee in relation to any Series Trust in such jurisdictions. THE SERIES TRUSTS The Trust was established by the Trustee and the Manager pursuant to the Master Trust Deed and the Supplemental Trust Deeds. Each Unit will represent an undivided beneficial interest in the relevant Series Trust. Initially, the Units offered will be as follows: USD Units EUR Units JPY Units AUD Units The USD Units, the EUR Units, the JPY Units and the AUD Units shall have the same rights, restrictions and benefits, in respect of their respective Trust Fund, except that the Reference Currency and Net Asset Value rounding procedure may differ and shall be as set out in the relevant sections of this Offering Memorandum. The Units are not debt obligations or guaranteed by the Trustee or the Manager. The return on an investment in any Series Trust will depend solely upon the investment performance of the assets in that Series Trust and the increase or decrease (as the case may be) in the Net Asset Value of the relevant Series Trust. The investment management and direction of the investment of each Series Trust is the responsibility of the Manager who shall be solely responsible for the investment management of each Trust Fund within the overall investment guidelines of the relevant Series Trust. The Manager has delegated certain of its power and responsibility to the Investment Manager who will in turn manage the assets of each Trust Fund and shall determine which investments will be acquired, bought and sold and which other transactions will be entered into by or on behalf of the Trustee in relation to each Series Trust in accordance with the Investment Objective and Restrictions described in this Offering Memorandum. The Investment Manager intends to invest substantially all of the Trust Fund s assets in units of the DIH Fund. The Trustee and Manager have delegated the responsibility for the safekeeping of each Series Trust s assets to the Custodian. The Trustee and the Manager have also delegated the administration of each Trust Fund to the Administrator who will be responsible for the administrative duties with respect to each Series Trust and will act as the registrar of each Series Trust. The Administrator is responsible for calculating the Net Asset Value per Unit of each Series Trust and for facilitating the issue and repurchase of Units.

15 Each Series Trust is expected to terminate on the date 150 years from 28th July, 2005 unless terminated earlier in certain circumstances set forth in the relevant Series Trust Deed. The Trustee and the Manager have power under the Master Trust Deed to establish other Series Trusts each as separate series trusts of the Trust without obtaining the authority of a Unitholders Resolution or a Series Trust Resolution. INVESTMENT OBJECTIVE AND RESTRICTIONS The Manager will attempt to achieve real returns in excess of OECD G7 GDP weighted inflation rate over the long-term for each Series Trust. The Manager will seek to achieve this objective of each Series Trust primarily through the purchase, holding and sale of (i) one or more USD denominated classes of units of the DIH Fund for the USD Portfolio, (ii) the EUR denominated class of units of the DIH Fund (the currency risk of which is being hedged to EUR) for the EUR Portfolio, (iii) the JPY denominated class of units of the DIH Fund (the currency risk of which is being hedged to JPY) for the JPY Portfolio and (iv) the AUD denominated class of units of the DIH Fund (the currency risk of which is being hedged to AUD) for the AUD Portfolio, since the investment objective of each Series Trust, the Manager believes, is similar to that of the DIH Fund and majority of currency risk of the corresponding class of units of the DIH Fund is hedged to such currency. The investment objective of the DIH Fund is described in Appendix A to this Offering Memorandum.

16 Where the assets of any Series Trust are not fully invested in units of the DIH Fund, that Series Trust may use deposit with the Custodian or other banking institution, or invest its liquid assets in investment grade bonds, government securities, commercial paper, certificates of deposit, bankers acceptances, money market funds and similar financial instruments. Conversely, in connection with subscription and repurchase activity, the amount invested by a Series Trust in the DIH Fund may on occasion exceed 100% of the Net Asset Value of such Series Trust. In such case, money borrowing or other credit facilities may be used, subject to the borrowing restrictions mentioned herein. Moreover, the mechanism for subscription and repurchase of Units, including capital inflow and outflow, is different to that of the DIH Fund. Therefore, it is expected that the allocations to the DIH Fund of the Trust Fund of each Series Trust may, from time to time, differ substantially, even though the Investment Manager will try to keep the allocation within the range that it believes appropriate. The Investment Manager intends to focus substantially all of its investment attention on the management of the assets of the DIH Fund. It does not intend, on behalf of a Series Trust, to borrow money for investment purposes. Prospective investors in any Series Trust should refer to the sections entitled "Investment Objective and Policies" in Appendix A to this Offering Memorandum for a detailed description of the investment objective of the DIH Fund. None of the Trustee, the Manager, the Administrator, the Custodian, the Service Adviser, the Agent Company or the Distributor is affiliated with the DIH Fund. None of them has been involved in the preparation of the offering memoranda of the DIH Fund and therefore they take no responsibility for the contents of, or representations made in, the offering memoranda of the DIH Fund or the performance of the DIH Fund.

17 There can be no assurance that such investment objective will be achieved and investment results may vary substantially over time. Additional explanation in connection with each Series Trust s investment objective is set out in Appendix B to this Offering Memorandum. Prospective investors attention is drawn to the risk factors set out on in this Offering Memorandum. Investment Restrictions The investment restrictions applicable to each of the Series Trusts are as follows:- (i) (ii) (iii) (iv) (v) The total market value of securities sold short for each Series Trust shall not at any time exceed the total net asset value of the Series Trust. Money may be borrowed for the account of each Series Trust to pay expenses or to fund the repurchase of Units provided that the principal amount for the time being of all borrowings of the Series Trust will not exceed 10% of the Net Asset Value of the preceding Valuation Day. The securities investment trusts and mutual funds which are managed by the Manager shall not directly invest in aggregate in more than 50% of the issued and outstanding shares of a company. This does not apply to investment in other investment funds. Note: The above percentage may be computed either at the time of the purchase or the current market price. No more than 15% of the net assets of each Series Trust may be invested in illiquid assets such as securities privately placed, unlisted securities or real estate, which cannot be readily realised. Note: The above percentage may be computed either at the time of the purchase or the current market price. Any transactions made by the Manager, whichever such transactions are for the profit of the Manager or any other third party, that would be contrary to the protection of Unitholders or would be prejudicial to the proper management of the assets of a Series Trust shall be prohibited. The Manager is not required to sell any Series Trust investments immediately if any of the restrictions applicable to the Series Trust are exceeded as a result of, inter alia, changes in the value of any of the Series Trust 's investments, reconstructions or amalgamations, payments out of the assets of the Series Trust or repurchases of Units of the Series Trust. However, the Manager will take such steps as are reasonably practicable having regard to the interests of Unitholders of the Series Trust to comply with the restrictions applicable to the Series Trust within a reasonable period of time after a breach is identified. Adherence to Investment Objective and Policies The Trustee and the Manager shall have responsibility for ensuring that each Series Trust shall comply at all times with the investment objective and investment policies or investment restrictions as are contained in this Offering Memorandum, provided that (i) neither the Trustee nor the Manager may make a material adverse change to the investment objective and investment policies or investment restrictions and

18 guidelines of the Series Trust without the approval by Series Trust Resolution, (ii) the Trustee and the Manager may amend such restrictions in respect of a Series Trust to the extent that they determine such amendment to be in the best interests of Unitholders of that Series Trust and that such amendment is compliant with applicable laws and regulations (including the rules of Japan Securities Dealers Association) and (iii) the statements of policies set forth in this Offering Memorandum may be amended by the Trustee at the direction of the Manager or the Manager either generally or on an individual Series Trust basis upon giving such notice to affected Unitholders as the Trustee at the direction of the Manager or the Manager in its absolute discretion may consider appropriate in the circumstances. Cayman Islands regulations The Manager shall comply with such applicable Cayman Islands regulations as it is obliged to comply with as an "investment adviser" (as defined in the Regulations) and accordingly the Manager may not on behalf of any Series Trust: - enter into transactions with itself or any of its directors as principal; - enter into any transactions which are intended to benefit the Manager or any party other than the Series Trust; - acquire the shares of any one company if as a result of such acquisition the total number of shares of such company held by all mutual funds managed by the Manager would exceed 50% of the total number of all issued and outstanding shares of such company; - acquire the shares of any one company if as a result of such acquisition, the total number of shares of such company held by the Series Trust would exceed 50% of the total number of all issued and outstanding shares of such company; or - acquire any investment which is not listed on an exchange or which is not readily realizable if as a result thereof the total value of such investments held by the Series Trust immediately following such acquisition exceed 15% of the value of the total net assets of the Series Trust. General RISK FACTORS An investment in the Units of any Series Trust involves substantial risks common to all investments in international financial markets. Prospective investors should give careful consideration to the following factors, among others, in evaluating the merits and suitability of an investment in the Units of any Series Trust. The value of Units may fall as well as rise and investors may not get back the amount originally invested. Accordingly, an investment in a Series Trust should only be made by persons who are able to bear the risk of loss of all the capital invested. Each Series Trust will be responsible for paying its fees and expenses regardless of the level of its profitability. The following specific risks should be carefully considered by prospective investors, but the list does not purport to be exhaustive.

19 Investment Risk There can be no assurance that any Series Trust will achieve its investment objective. The Manager recommends that in view of the level of risk associated with investing, directly or indirectly, in liquid asset categories that offer strong relative performance in a rising-inflation environment, an investment in any Series Trust should be viewed by an investor as a medium to long-term investment. Currency Risk The USD Units are denominated in US dollars, the EUR Units are denominated in Euro, the JPY Units are denominated in Yen and the AUD Units are denominated in Australian dollars. Units will be issued and repurchased in those currencies. Each Trust Fund may, however, have exposures to other currencies, directly or indirectly. Accordingly, the value of such assets may be affected favorably or unfavorably by fluctuations in currency exchange rates. In addition, to the extent that an investor s net worth is not maintained in the relevant Reference Currency(ies) that investor may be exposed to the risk of depreciation due to fluctuation in the currency exchange rate. Lack of Diversity Since each Series Trust will initially invest primarily in units of the DIH Fund, there will be a lack of diversity in each Series Trust s investments. Adverse performance of the DIH Fund will result therefore in an adverse performance of each Series Trust. There can be no assurance that any of the Series Trusts or the DIH Fund will achieve their objectives. Past Performance The past performance of the Trustee, the Manager, or the Investment Manager s other investment funds is not necessarily indicative of the future prospects for any of the Series Trusts. Lack of Liquidity An investment in any Series Trust involves limited liquidity, and Units are not freely transferable and the opportunities for repurchasing the Units are limited. There is no market for Units, and none is expected to develop. Unitholders thus may not be able to liquidate their investment in the event of an emergency or for any other reason and Units may not be readily accepted as collateral for a loan. The prime investment of each Series Trust will be in units of the DIH Fund. There is unlikely to be a ready market in such units, and they are subject to transfer and repurchase restrictions on the basis set out in the trust deed and the offering memoranda of the DIH Fund. Reliance on the Manager and the Investment Manager The investment management and direction of the investment of each Series Trust is the responsibility of the Manager who shall be solely responsible for the investment management of each Trust Fund within the overall investment guidelines of the relevant Series Trust. The Manager has delegated certain of its power and responsibility to the Investment Manager who in turn will have complete discretion for selecting, directing, valuing and monitoring each Series Trust s investments. Each Series Trust s success

20 depends, to a large extent, on the services of the Investment Manager. The Trustee or the Manager is not affiliated with any of the Investment Manager, the DIH Fund or the DIH Fund s money managers and has no control over the management of the assets of the DIH Fund. Layers of Fees: Fees of the Service Providers to the DIH Fund In addition to the expenses and the fees of the Trustee, the Manager (and therefore, indirectly, the Investment Manager), the Administrator, the Custodian, the Service Adviser, the Agent Company, the Distributor and other service providers for the Series Trust, each Series Trust will also indirectly bear a proportionate share of all fees and expenses which may be payable out of the assets of the DIH Fund, including fees and expenses payable to the trustee, manager, advisers and other service providers of the DIH Fund in relation to the DIH Fund. Cross Liability All subscription proceeds received by the Trustee through issues or sales of Units of a Series Trust, all assets in which such proceeds are invested and all income or profits attributable thereto shall be designated by reference to such Series Trust. Any assets not readily identifiable as belonging to any Series Trust shall be allocated by the Trustee between and among one or more Series Trusts in the Trustee s discretion. The assets of a Series Trust shall be charged with the liabilities of that Series Trust, and the assets of a Series Trust are not generally available to discharge the liabilities of another Series Trust. The Manager is obliged to ensure that in any dealing with any potential creditors such creditor may look only to the assets of the relevant Series Trust and that all contracts entered into in the name of the Trustee in respect of each Series Trust contain language which limits the recourse of any creditor solely to the extent of the Trust Fund of the relevant Series Trust. However, investors should note that it is not possible in all circumstances to quantify the extent to which assets of a Series Trust might be used to discharge liabilities of any other Series Trust. Risks relating to Investment in DIH Fund Since substantially all of the assets of each Trust Fund will be invested in units of the DIH Fund, a prospective investor in any Series Trust should note the following risk factors which are involved with an investment in the DIH Fund: An investment in the DIH Fund involves risk common to all investments in international financial markets. Prospective investors should give careful consideration to the following factors, among others, in evaluating the merits and suitability of an investment in the DIH Fund. There is no assurance that the DIH Fund s investment objective will be achieved. The DIH Fund may face a number of potential investment risks, including, but not limited to: Market Risk: The profitability of a significant portion of the DIH Fund s investment program will depend to a great extent upon the manager of the DIH Fund correctly assessing the future course of the price movements of specific securities and other investments. There can be no assurance that the manager of the DIH Fund will be able to predict accurately these price movements. At times, the securities markets experience great volatility and unpredictability.

21 With respect to the investment strategies utilized by the manager of the DIH Fund, there is always some, and occasionally a significant, degree of market risk. Concentration Risk: Because the DIH Fund may concentrate its assets in certain sectors and geographies of the global capital markets, it may be subject to more dramatic changes in value than would be the case if the DIH Fund were required to maintain wide diversification among sectors, regions, and countries. This lack of diversification may subject the investments of the DIH Fund to more rapid change in value than would be the case if the assets of the DIH Fund were more widely diversified. Currency Risk: The DIH Fund may be exposed to a variety of currencies. Currency values may fluctuate widely, and could reduce the value of certain securities and other investments of the DIH Fund. Currency prices may be influenced by, among other things: political events (including restrictions on local exchanges or markets, limitations on foreign investment in a country or on investment by residents of a country in other countries, and restrictions on currency flows); changes in balances of payments and trade; rates of inflation; trade restrictions; and currency devaluations and revaluations. Governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies. Such intervention is often intended to influence prices directly. Commodities Derivatives Risk: Commodities derivatives, especially investments in individual commodities derivatives, may experience high volatility. Price movements of commodities derivatives are influenced by, among other things: changing supply and demand relationships; trade, fiscal, monetary, and exchange control programs and policies of governments; political and economic events and policies; changes in interest rates and rates of inflation; currency devaluations and revaluations; and emotions of the marketplace. Securities Specific Risk: Equity, fixed-income and other securities also may experience significant volatility in reaction to market, political or other events Investment Exposure Risk: The DIH Fund s gross investment exposure, defined as the sum of all long positions plus the absolute value of all short positions, may exceed 100% of the market value of the DIH Fund. Although the DIH Fund employs risk management tools, it is possible that simultaneous losses could occur in more than one strategy, resulting in magnified losses to the DIH Fund. Counterparty and Settlement Risk: In certain circumstances, the DIH Fund may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. It is expected that all securities and other assets deposited with custodians or brokers will be clearly identified as being assets of the DIH Fund and hence the DIH Fund should not be exposed to a credit risk with regard to such parties. However, it may not always be possible to achieve this and there may be practical or time problems associated with enforcing the DIH Fund s rights to its assets in the case of an insolvency of any such party. The DIH Fund may buy and sell exchange-traded and over-the-counter derivative instruments, including interest rate, credit, index, and currency futures; currency, interest rate, total rate of return and credit default swaps; currency, bond and swap options; deliverable and non-deliverable currency forward contracts; bonds for forward settlement, to-be-announced (TBA) securities; and other derivative

22 instruments (collectively, Derivatives ) and may take short positions in Derivatives, in all such cases, for risk management purposes, including hedging, and/or for obtaining efficient investment exposure in pursuit of the DIH Fund s investment objective, provided that the aggregate margin positions associated with all Derivatives will not exceed 5% of the fair market value of the DIH Fund s net assets. Derivative instruments involve significant risks. In addition, the DIH Fund may make use of derivative instruments for the purpose of currency hedging, and each of the classes of the DIH Fund, that is denominated in a currency other than USD, will be hedged to such currency, which will subject units of such class to liabilities related to the respective class effort to hedge against adverse fluctuation in currency exchange rates against such currency. Under certain market conditions, the DIH Fund may be unable to hedge effectively against certain currencies or against long-term fluctuations in currency exchange rates. The net asset value of the DIH Fund will fluctuate, and units in the DIH Fund may be worth more or less than the acquisition price when redeemed. Orders to purchase securities may be placed with respect to subscriptions prior to receipt of subscription proceeds, although in certain (but not all) instances the subscribers custodians will have confirmed funds available for investment in the DIH Fund. If the subscriber does not fulfill its obligation to make timely payment of subscription proceeds, the DIH Fund (and therefore all unit holders of the DIH Fund) will bear any risk of expense or loss (including, without limitation, any costs, expenses and market losses related to the unwinding of purchases of portfolio securities) and will make all reasonable efforts to hold the delinquent subscriber responsible for any resulting expense or loss. It is each subscriber s contractual responsibility to ensure timely delivery of subscription proceeds to the DIH Fund pursuant to a subscription agreement of the DIH Fund. The DIH Fund issues multiple classes of units. The assets attributed to and liabilities incurred by a class of units are not legally segregated from the assets attributed to and liabilities incurred by other classes of units issued by the DIH Fund. Accordingly, there is the possibility that creditors relating to the activities of one class of units could look to the assets of the DIH Fund attributable to other classes of units to satisfy obligations to such creditors. Since all unit holders of the DIH Fund are expected to be large institutions each holding relatively large percentages of units, redemption of all holdings by a few large holders could have an adverse effect on remaining unit holders of the DIH Fund due to higher expense ratios and disruption of the investment program. Borrowings and Securities Lending The DIH Fund will not enter into long-term borrowing. However, the DIH Fund may borrow from time to time in order to manage overnight cash flows or for extraordinary or emergency purposes. The DIH Fund may lend portfolio securities to brokers, dealers and other financial institutions. In lending its portfolio securities, the DIH Fund receives income while retaining the securities potential for capital appreciation. As with any extensions of credit, there are risks of delay in recovery and in some cases even loss of rights in the collateral should the borrower of the security fail financially. However, these loans of

23 portfolio securities will only be made to firms deemed to be creditworthy. Other Risks THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN INVESTING IN THE SERIES TRUSTS. PROSPECTIVE INVESTORS SHOULD READ THIS OFFERING MEMORANDUM AND CONSULT WITH THEIR PROFESSIONAL ADVISORS BEFORE DETERMINING TO INVEST IN THE SERIES TRUSTS. Application for Units ISSUE OF UNITS Units may be purchased by completing and sending to the Administrator a Subscription Notice and specifying which Units the applicant wishes to purchase. Copies of the Subscription Notice are available from the Administrator. Applicants will be obliged to certify that they are Eligible Investors. Provided that such Subscription Notice is completed to the satisfaction of the Manager and Administrator, the Manager shall issue the relevant Units and the Administrator shall register them under the name of the applicant. Issues of Units Units may be issued and subscribed as of each Thursday (or if not a Valuation Day the immediately preceding Valuation Day) (each an Issue Day ) at the Net Asset Value per Unit as of the relevant Issue Day for the relevant Unit ( Issue Price ), subject to the following subscription notice procedure. The Issue Price shall, subject to any Suspension, be calculated and published by the Administrator on the relevant Dealing Day, which will normally be the bank business day in Luxembourg immediately following the relevant Issue Day. Units will be issued as of each Issue Day in respect of Subscription Notices which are received by the Administrator by the relevant Application Deadline Day. The Application Deadline Day for each Series Trust is two Business Days prior to each Issue Day (or if such day is not a bank business day in Luxembourg, the immediately preceding bank business day in Luxembourg). Investors who are willing to subscribe for the Units must submit a Subscription Notice to the Administrator with the number of Units subscribed by 2:00pm (Luxembourg time) on the Application Deadline Day. The Subscription Notice once received by the Administrator is irrevocable. The minimum number of Units per subscription per applicant for each Series Trust as of an Issue Day is 50 Units or more, in integral multiples of 1 Unit. No fractional Units shall be issued. A sales charge of up to 5% of the relevant Issue Price, multiplied by the number of Units subscribed, may be added. Subscription monies, excluding any sales charges retained by the Distributor, shall be received in immediately available funds by the Custodian by no later than 4 Business Days (or the immediately following day available for settlement after such 4th Business Day if settlement for the relevant Reference Currency cannot be made on such 4th Business Day), or such other day the Manager may from time to

24 time determine, after the relevant Dealing Day. The Manager reserves the right, in its sole discretion, to require the applicant to indemnify the relevant Series Trust against any losses arising as a result of the Custodian s failure to receive payment as required, as long as such losses are not due to the Manager s gross negligence or willful misconduct. Eligible Investors Each Series Trust's policies do not permit the sale of Units to a citizen or resident of the United States, to a partnership organized or existing in any state or possession of the United States or to any corporation, trust or other entity organized under the laws of or existing in the United States or any state, commonwealth or possession thereof (a "U.S. Person"). No Unit may be held by any person who is a resident or who is domiciled in the Cayman Islands (which shall not include an exempted or ordinary non-resident company incorporated in the Cayman Islands) (a Cayman Person ). Therefore Units will only be offered and issued to and for the benefit of Eligible Investors. Each Series Trust's policies also prohibit the sale of Units to any investor to whom such sale would be unlawful. The Trustee, in consultation with the Manager, has, and intends to exercise, the right to force the repurchase of any Unit sold or otherwise acquired in contravention of these prohibitions. Anti-Money Laundering and Know Your Customer Procedures In order to comply with regulations aimed at the prevention of money laundering, the Administrator, the Distributor and any sub-distributor will require all prospective investors to provide evidence to verify their identity and (if required) source of funds (unless in any particular case the Manager or the Administrator is satisfied that an exemption applies under the relevant anti-money laundering regulations). The Administrator, the Distributor and any sub-distributor also reserve the right to request such information as is reasonably necessary to verify the source of the payment. The Administrator, the Distributor and any sub-distributor may refuse to accept the Subscription Notice and the subscription monies if an applicant for Units delays in producing or fails to produce any information required for the purposes of verification of identity or source of funds, and in that event the Administrator shall return the subscription monies (without interest and at the expense of the applicant) by telegraphic transfer to the account from which the monies were originally sent. If any person resident in the Cayman Islands knows or suspects that another person is engaged in money laundering or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business the person will be required to report such belief or suspicion to either the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Criminal Conduct Law (2007 Revision) if the disclosure relates to money laundering or to a police officer of the rank of constable or higher if the disclosure relates to involvement with terrorism or terrorist property, pursuant to the Terrorism Law. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

25 Confirmations of Ownership No Certificates will be issued evidencing the title of any registered holder to the relevant number of Units specified in the Register, except upon the request and at the cost and expenses of the Unitholder requesting the issue of a Certificate. Each Register will be conclusive evidence of ownership of a Unit of the relevant Series Trust. No notice of any trust expressed, implied or constructive shall be entered on the Register in respect of any Unit. Without limiting the foregoing, the Administrator shall, as soon as reasonably possible on or after each Dealing Day, provide confirmation to the Distributor by facsimile or other agreed means, of any subscription or repurchase of Units in each Series Trust. The Administrator shall be responsible for maintaining each Series Trust s Register in which all issues, repurchases and transfers of Units will be recorded. All Units issued will be registered in the relevant Register and the relevant Register will be conclusive evidence of ownership. Units may be registered in a single name or in up to four joint names. Each Register of Unitholders shall be open for inspection by relevant Unitholders at the office of the Administrator during normal business hours. Any changes to the Unitholder s personal details must be notified without delay to the Administrator in writing. Miscellaneous The Administrator, in consultation with the Manager, reserves the right to reject in whole or in part any Subscription Notice in its absolute discretion and without stating a reason for doing so. Where a Subscription Notice is rejected, the subscription monies shall be returned to the applicant at the risk of the applicant and without interest. The issue of Units may be suspended at the discretion of the Administrator or the Manager for reasons described in the relevant Series Trust Deed. Each Unitholder must notify the Distributor or the Administrator (as the case may be) in writing of any change in his information registered with the Distributor or Administrator (as the case may be) (including any change that would mean the investor is no longer an Eligible Investor) and furnish the Distributor or Administrator (as the case may be) with whatever additional documents relating to such change as the Distributor or Administrator (as the case may be) may reasonably request. Requests for Repurchase REPURCHASE OF UNITS Units may be repurchased as of any Repurchase Day, being each Thursday (or if not a Valuation Day the immediately preceding Valuation Day) (each a Repurchase Day ), at the Net Asset Value per Unit as of the relevant Repurchase Day for the relevant Unit ( Repurchase Price ), subject to the following repurchase notice procedure. The Repurchase Price shall, subject to any Suspension, be calculated and published by the Administrator on the relevant Dealing Day, which will normally be the bank business day in Luxembourg immediately following the relevant Repurchase Day. Units may be repurchased as of each Repurchase Day in respect of Repurchase Notices which are

26 forwarded by the Distributor and received by the Administrator by the relevant Repurchase Notice deadline day. The Repurchase Notice deadline day for each Series Trust (the Repurchase Notice Deadline Day ) is two Business Days prior to each Repurchase Day (or if such day is not a bank business day in Luxembourg, the immediately preceding bank business day in Luxembourg). Repurchase Notices must be submitted to the Administrator with the number of Units to be repurchased specified by 2:00 pm (Luxembourg time) on the Repurchase Notice Deadline Day. The Repurchase Notice once received by the Administrator is irrevocable. The minimum number of Units for repurchase per Unitholder for each Series Trust as of a Repurchase Day is 1 Unit or more, in integral multiples of 1 Unit. No fractional Units shall be repurchased. Repurchase Restrictions If aggregate Repurchase Notices as of any Repurchase Day in respect of any Series Trust exceed 25% (or such other percentage or amount as the Manager, in its absolute discretion, determines (having regard to factors such as any restrictions on repurchase applicable to any asset of the relevant Series Trust) would materially prejudice the management of the relevant Trust Fund in accordance with the investment objective and restrictions set out in the Offering Memorandum) of the Units in issue in such Series Trust, the Manager may i) postpone such Repurchase Day or calculation of the Net Asset Value of the relevant Series Trust until the Manager has realized assets sufficient to meet repurchase proceeds payment requirements related to such Repurchase Notices, or ii) elect to restrict the total number of Units repurchased to 25% (or such other percentage or amount as shall be determined by the Manager) of the outstanding Units of that Series Trust and the Unitholders requests will be scaled down pro rata and the balance will be repurchased as of subsequent Repurchase Days for that Series Trust in priority to any Repurchase Notices received in respect of subsequent Repurchase Days. No repurchase of Units may be effected during the period of any Suspension (for details see the section headed "Temporary Suspension of Valuation of Units, Subscriptions and Repurchases"). Payment of Repurchase Proceeds Payment of repurchase proceeds shall normally be made within four Business Days (or the immediately following day available for settlement after such 4th Business Day if settlement for the relevant Reference Currency cannot be made on such 4th Business Day) after the relevant Dealing Day by direct transfer in accordance with instructions given by the relevant Unitholder to the Administrator, and at the Unitholder's risk and cost. No repurchase proceeds shall carry interest before distribution. Compulsory Repurchase At any time the Trustee or Manager may, by giving not more than five (5) Business Days, nor less than one (1) Business Day written notice to all or any Unitholders in a Series Trust, repurchase at the Net Asset Value per Unit as of the specified day all or any of the Units of that Series Trust not previously repurchased for any reason, including without limitation in the following circumstances: (a) if it comes to the attention of the Trustee or Manager or if the Trustee or Manager has reason to believe that any Units of that Series Trust are owned directly or beneficially by:

27 (i) any person in breach of any law or requirement of any country or governmental authority by virtue of which such person is not qualified to hold such Units and as a result the Trust Fund of the Series Trust, the Trustee or the Manager incurs liability to taxation or suffers a disadvantage which the Trust Fund of the Series Trust, the Trustee or the Manager might not otherwise have incurred or suffered; (ii) any person who is not an Eligible Investor or any person who has acquired Units on behalf of or for the benefit of a person who is not an Eligible Investor; or (iii) any person in circumstances which in the opinion of the Manager might result in the Trust Fund of the Series Trust, the Trustee or the Manager incurring any liability for taxation or suffering any legal, pecuniary, regulatory or material administrative disadvantage which the Trust Fund of the Series Trust, the Trustee or the Manager might not otherwise have incurred or suffered; or (b) if the number of Units held by a Unitholder does not exceed such minimum number (if any) required in respect of the Series Trust as specified in this Offering Memorandum; (c) if by reason of the transmission of Units any Unitholder fails to obtain or retain the number of Units in the Series Trust greater than such minimum number (if any) required in respect of the Series Trust as specified in this Offering Memorandum; (d) if a Repurchase Notice by one Unitholder would, if accepted, result in the number of Units in the Series Trust remaining outstanding or the aggregate Net Asset Value thereof falling below the minimum number or amount, if any, set for the Series Trust in this Offering Memorandum; (e) if any taxes imposts or duties payable by a Unitholder in respect of his Units remain unpaid for 30 days after the Trustee has given notice requesting payment thereof; (f) any of the representations given by a Unitholder was not true and accurate or has ceased to be true and accurate or that the continuing ownership of Units by a Unitholder would cause an undue risk of adverse tax consequences to the Series Trust or any of its Unitholders; (g) if the Unitholder fails to pay any subscription monies in respect of any Units; (h) if the Trustee or Manager reasonably determines that such a repurchase is in the interests of the Unitholders of the Series Trust; (i) the Net Asset Value of the Series Trust is, in the opinion of the Manager, insufficient for the purposes of pursuing the investment objective; (j) the continuing ownership of Units by such Unitholder may be prejudicial to the Series Trust or any of its Unitholders; or (k) upon the order of a Cayman Islands authority. Alternatively, in the case of (a) above, the Trustee or Manager may direct the Unitholder to sell such Units, and upon receipt of such notice the Unitholder shall promptly sell such Units to an Eligible

28 Investor and provide to the Trustee or Manager evidence of such sale. DISTRIBUTION POLICY Distributions may be made to Unitholders annually should the Manager so determine in its absolute discretion and direct the Trustee to do so pursuant to the provisions of the relevant Series Trust Deed. The Trustee shall, upon the direction of the Manager, make distributions for a Series Trust to each Unitholder of such Series Trust as of such day determined by the Manager for such Series Trust, following the end of each Accounting Period, of such amount and as of such record dates as shall be determined by the Manager. The Trustee may, from time to time, upon the direction of the Manager, make interim distributions to each Unitholder of a Series Trust of such amount as shall be determined by the Manager and at such time or times and as of such record date or dates as the Manager shall determine. The Manager MANAGEMENT AND ADMINISTRATION The Manager is a company duly incorporated, validly existing and licensed to undertake management of investment funds pursuant to the provisions of Luxembourg laws. The Manager has appointed, in relation to all of the investment funds that it manages, specialized investment managers to which it has delegated its management functions. The Manager was incorporated in Luxembourg on 27th February, 1992 under the Law of 10th August, 1915 of Luxembourg (as amended). The Law of 10th August, 1915 (as amended) prescribes the fundamental matters in regard to companies including the incorporation and management thereof and the public offering of shares. Under chapter 14 of the Law of 20th December, 2002 relating to undertakings for collective investment, it qualifies as the management company of collective investment undertakings. As of the end of May 2008, the share capital of the Manager is 446,220 Euro, all being fully paid up. The Manager has issued 18,000 shares in registered form with par value of Euro per share. The Manager is a fully owned subsidiary of Nikko Bank (Luxembourg) S.A. Summary details of each director of the Manager follow: Name Office and Title Masashi Kamo Chairman Resumé Nikko Securities Co., Ltd. Nikko Securities Co., Ltd., International Training Program, New York, U.S.A. Nikko Securities Co International Inc, New York, U.S.A. First Vice President Nikko Bank (Luxembourg) S.A., Director Nikko Bank (Luxembourg) S.A., Deputy Managing Director. Shares Owned 1

29 John Pierre Hettinger Director Joined Kredietbank S.A. Luxembourgeoise Responsible Foreign Exchange & Treasury Department, Banque Privée Edmond de Rothschild S.A. Luxembourg Assistant Vice-President, Banque Hapoalim (Suisse) S.A., Luxembourg Vice President, Banque Privée Edmond de Rothschild S.A. Luxembourg Deputy Managing Director, Nikko Bank (Luxembourg) S.A. Managing Director, Nikko Bank (Luxembourg) S.A. 0 Jacques Elvinger Director Partner, Elvinger, Hoss & Prussen 0 The Manager shall have full power to delegate, at the expense of the relevant Series Trust, the whole or any part of its functions under the relevant Series Trust Deed to such one or more persons, firms or corporations (including without limitation the Investment Manager or other service provider) provided that the Manager must ensure that each such delegate complies with the provisions of that Series Trust Deed so far as applicable, and the Manager remains liable for any act or omission of any such person as if such act or omission were its own. Each Series Trust Deed provides that the Manager and its affiliates, and their directors, officers, employees or agents shall not be liable for any loss or damage which may happen to or be suffered by the relevant Trust Fund or any part thereof or the income thereof at any time or from any cause whatsoever unless such loss or damage is caused by the fraud, gross negligence or willful default of the Manager, an affiliate of the Manager, or a director, officer or employee thereof, as applicable. In no event shall the Manager be responsible for indirect, special or consequential damages. The Manager, any of its affiliates, their members, officers and employees and the legal representatives of any of them shall be indemnified out of the Trust Fund of each Series Trust against losses, costs or expenses arising from mistakes of judgment or any action or inaction of such persons to which each may respectively be put or suffer as Manager of that Series Trust or as an affiliate thereof, as a member, officer or employee thereof or as the legal representatives of any of them and are incurred in the proper performance of its powers and duties under the relevant Series Trust Deed or in relation to that Series Trust. Such indemnity shall not apply to any losses, costs or expenses arising from mistakes of judgment or any action or inaction of such persons occasioned by the willful default, gross negligence or fraud of the Manager, any of its affiliates, their members, officers and employees or the legal representatives of any of them. The appointment of the Manager in relation to the Trust is for the term of the Trust unless removed by the Unitholders by a Unitholders Resolution at any time. The Manager will be entitled to receive the fees described below under the section headed "Charges and

30 Expenses". The rights and duties of the Manager are set out in the Regulations and each Series Trust Deed. The Manager has agreed to be bound by the provisions of, and to carry out and be responsible for, such matters as are specified in the Regulations. The Trustee Maples Finance Limited is the Trustee. The Trustee is a company duly incorporated and validly existing in the Cayman Islands, and licensed to undertake trust business pursuant to the provisions of the Banks and Trust Companies Law (2007 Revision) of the Cayman Islands. The Trustee is also a licensed mutual fund administrator pursuant to the Mutual Funds Law of the Cayman Islands. Each Series Trust Deed provides that the Trustee shall be indemnified out of the relevant Trust Fund against actions, costs, claims, damages, expenses or demands to which it may be put as Trustee in connection with that Series Trust (in the performance of its powers and duties under the Series Trust Deed) save in respect of any action, cost, claim, damage, expense or demand which results from any act or omission occasioned by the willful default, gross negligence or fraud of the Trustee. The Trustee is not entitled to an indemnity from any Unitholder past or present. Each Series Trust Deed provides that the Trustee and its affiliates, and their directors, officers, employees or agents shall not be liable for any loss or damage which may happen to or be suffered by the Trust Fund of the relevant Series Trust or any part thereof or the income thereof at any time or from any cause whatsoever unless such loss or damage shall be caused by the fraud, gross negligence or willful default of the Trustee, an affiliate of the Trustee, or a director, officer or employee thereof, as applicable. In no event shall the Trustee be responsible for indirect, special or consequential damages. The Trustee shall not be bound to supervise the conduct of any delegate or sub-delegate and shall not be liable for any loss to any Series Trust incurred by reason of any misconduct, negligence or default of any delegate or sub-delegate unless such loss is the result of the willful default, gross negligence or fraud by the Trustee in respect of its duties in relation to that Series Trust. The Trustee shall be under no obligation to supervise the Manager or any person to whom the Manager has delegated any of its powers, duties and discretions or their delegates or investigate the capacity of such entities to meet any delegated duties, and the Trustee does not represent or warrant the appropriateness, suitability or otherwise of the investments and accepts no responsibility therefor. The appointment of the Trustee is for the term of the Trust unless removed by the Unitholders by a Unitholders Resolution at any time. The Trustee may retire on giving 90 days prior written notice to the Manager and all the Unitholders effective upon the appointment of a successor trustee. The Trustee will be entitled to receive the fees described below under the section headed "Charges and Expenses". Administrator The Trustee and the Manager have appointed Nikko Bank (Luxembourg) S.A. as the Administrator in

31 relation to each Series Trust to act as administrator and registrar and transfer agent of the Trust, pursuant to the administration agreement (the Administration Agreement ) entered into by and among the Trustee, the Manager and the Administrator. Pursuant to the terms of the Administration Agreement and subject to the overall supervision of the Trustee and the Manager, the Administrator will administer, pursuant to the general or specific instructions of the Trustee and the Manager, the Trust's affairs, maintain the Trust's accounting records, calculate the Net Asset Value and the Net Asset Value per Unit of each Series Trust and serve as registrar in respect of the Units and as repurchase agent. The Administrator is a bank incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg and is a subsidiary of Nikko Cordial Securities Inc. As at the end of May 2008, the Administrator had a capital of million. The object of the Administrator is the undertaking for its own account, as well as for the account of third parties or on joint account with third parties, either within or outside the Grand Duchy of Luxembourg, of any banking or financial operations. The Administration Agreement shall continue in force until terminated by the Trustee or the Manager on 90 days notice in writing to the Administrator, or by the Administrator on 90 days notice in writing to the Trustee and the Manager. The Administration Agreement may also be terminated in other circumstances as set out in the Administration Agreement. The Administration Agreement provides that the Administrator (which in this paragraph shall include all directors, officers and employees of the Administrator and any agent, sub contractor or delegate appointed by the Administrator) shall not be liable for any loss or damage suffered by the Manager or the Trustee in relation to any of the Series Trusts arising directly or indirectly out of any error of judgment or oversight or mistake of law on the part of the Administrator, made or committed in good faith in the performance of its duties hereunder, and the Administrator shall not, in the absence of negligence or wilful default, be responsible for any loss or damage which the Manager or the Trustee may sustain or suffer as the result of or in the course of the discharge of its duties hereunder. The Trustee and the Manager will indemnify out of the assets of the relevant Series Trust and keep indemnified and hold harmless the Administrator and each of its shareholders, directors, officers, servants, employees and agents from and against any and all actions, proceedings, claims, demands, liabilities, losses, damages, costs and expenses (including legal and professional fees and expenses reasonably incurred arising therefrom or incidental thereto) which may be made or brought against or suffered or incurred by the Administrator or any of its shareholders, directors, officers, servants, employees and agents arising out of or in connection with the performance of the Administrator's duties under the Administration Agreement in relation to the Series Trust otherwise than by reason of the Administrator's negligence, willful default, bad faith, actual fraud or recklessness in the performance of its duties in relation to the Series Trust under the Administration Agreement. The fees payable to the Administrator are as described under the section entitled Charges and Expenses. Custodian The Trustee and the Manager have appointed Nikko Bank (Luxembourg) S.A. to act as custodian (the Custodian ) in relation to the Trust Fund of each Series Trust, pursuant to the custodian agreement (the Custodian Agreement ) entered into by and among the Trustee, the Manager and the Custodian. The Custodian is a bank incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg

32 and is a subsidiary of Nikko Cordial Securities Inc. As at the end of May 2008, the Custodian had a capital of million. The object of the Custodian is the undertaking for its own account, as well as for the account of third parties or on joint account with third parties, either within or outside the Grand Duchy of Luxembourg, of any banking or financial operations. The Custodian Agreement provides that the Custodian (which in this paragraph shall include all directors, officers and employees of the Custodian and any agent, sub contractor or delegate appointed by the Custodian) shall not be liable for any loss or damage suffered by the Manager or the Trustee in relation to any of the Series Trusts arising directly or indirectly out of any error of judgment or oversight or mistake of law on the part of the Custodian, made or committed in good faith in the performance of its duties hereunder, and the Custodian shall not in the absence of negligence or willful default, be responsible for any loss or damage which the Manager or the Trustee may sustain or suffer as the result of or in the course of the discharge of its duties hereunder. The Trustee and the Manager will indemnify out of the assets of the relevant Series Trust and keep indemnified and hold harmless the Custodian and each of its shareholders, directors, officers, servants, employees and agents from and against any and all actions, proceedings, claims, demands, liabilities, losses, damages, costs and expenses (including legal and professional fees and expenses reasonably incurred arising therefrom or incidental thereto) which may be made or brought against or suffered or incurred by the Custodian or any of its shareholders, directors, officers, servants, employees and agents arising out of or in connection with the performance of the Custodian 's duties under the Custodian Agreement in relation to the Series Trust otherwise than by reason of the Custodian's negligence, willful default, bad faith, actual fraud or recklessness in the performance of its duties in relation to the Series Trust under the Custodian Agreement. The Custodian Agreement shall continue in force until terminated by the Trustee or the Manager on 90 days' notice in writing to the Custodian, or by the Custodian on 90 days' notice in writing to the Trustee and the Manager. The Custodian Agreement may also be terminated in other circumstances as set out in the Custodian Agreement. Investors should note that contract and/or margin or similar monies or other investments deposited by or on behalf of any Series Trust for margin purposes with a counterparty, futures and options exchange, clearing broker or other party are not the responsibility of the Custodian and the Custodian will not be liable in any way for the default of any counterparty, futures and options exchange, clearing broker or other party in respect of such margin and similar monies or other investments or for sums deducted from such margin or similar monies or other investments deposited as collateral for margin purposes. The fees payable to the Custodian are as described under the section entitled Charges and Expenses. The Investment Manager The Investment Manager is a limited liability partnership organized under the laws of The Commonwealth of Massachusetts, U.S.A., and, at the date of this Offering Memorandum, was beneficially owned by 86 partners, all of whom are active in the business. The Investment Manager provides discretionary portfolio management services and financial advisory services to institutional clients and collective investment schemes. As of June 30, 2005 the Investment Manager provided discretionary investment advice with

33 respect to approximately US $484 billion in client assets worldwide. The Investment Management Agreement exculpates the Investment Manager for acts of or omissions in respect of each Series Trust in the absence of willful misfeasance, bad faith or gross negligence. The Service Adviser Pursuant to a Service Advisory Agreement (the Service Advisory Agreement ) between the Manager and Nikko Asset Management Americas, Inc. (previously known as Nikko Alternative Asset Management, Inc. ) (the Service Adviser ), the Service Adviser has agreed to provide certain supervisory and other services as more fully described in the Service Advisory Agreement. The Service Advisory Agreement provides for indemnification of the Service Adviser by the Manager, out of the assets of each Series Trust, and exculpates the Service Adviser for acts of or omissions in connection with the Service Advisory Agreement in the absence of misconduct, fraud, gross negligence or willful default of its duties in relation to the relevant Series Trust. The Service Advisory Agreement may be terminated by either party upon not less than 30 days prior written notice to the other party, or such shorter time as the parties may agree. The fees payable to the Service Adviser are as described in the section entitled Charges and Expenses. The services provided by the Service Adviser are subject to the overall discretion, control and responsibility of the Manager. The Service Adviser is an indirect affiliate of the Manager and is a registered investment adviser with the U.S. Securities and Exchange Commission. The Distributor The Manager may appoint distributors for Units in any Series Trust from time to time and has appointed the Distributor to distribute the Units. The Distributor shall be responsible for promoting the sale of the Units in accordance with the provisions of this Offering Memorandum.

34 The Units Distribution and Repurchase Agreement entered into between the Manager and the Distributor provides that the Distributor shall not be liable for any loss suffered by the Manager in connection with the subject matter of the Units Distribution and Repurchase Agreement except a loss resulting from the fraud, willful default or negligence in the performance of the obligations of the Distributor under the Units Distribution and Repurchase Agreement. The Manager shall indemnify, at the expense of the relevant Series Trust, and hold harmless the Distributor, against all or any losses, liabilities, actions, proceedings, claims, costs and expenses, which would be caused by breach of this agreement by the Manager (including, without limitation, reasonable legal fees and expenses), incurred or sustained by the Distributor in connection with the subject matter of the Units Distribution and Repurchase Agreement except where such losses, liabilities, actions proceedings, claims, costs and expenses result from the willful default or negligence or fraud of the Distributor. The Units Distribution and Repurchase Agreement may be terminated by either party on 90 days' notice in writing to the other party. The Manager may terminate the agreement immediately if the Distributor commits a breach of its obligations under the Units Distribution and Repurchase Agreement, in the event of the appointment of an examiner or receiver over the Distributor or the happening of a like event or if the Distributor is no longer permitted to perform its duties and functions thereunder. The fees payable to the Distributor are as described under the section entitled Charges and Expenses. The Distributor may appoint sub-distributors in Japan with respect to the distribution of the Units in Japan. The Distributor shall supervise and monitor the activities of any sub-distributors to ensure that the sub-distributors comply with their terms of appointment and shall be liable to each relevant Series Trust for any act or omission by the sub-distributors as if such act or omission were its own. The fees and expenses payable to sub-distributors shall be paid out of the fees payable to the Distributor as described under the section entitled Charges and Expenses. Organization Costs CHARGES AND EXPENSES The preliminary expenses incurred in respect of the formation of the Trust and the Series Trusts and in connection with the issue of the Units are estimated to be approximately US$ 200,000. Such organization costs shall include, but not limited to, the cost of preparing, and/or filing and printing of this Offering Memorandum and all other documents concerning the Trust including registration statements and prospectuses and explanatory memoranda with all authorities including local securities dealers' associations having jurisdiction over the Trust or the offering of Units of the Series Trusts. These expenses are expected to be borne pro rata among all Series Trusts and to be payable out of each Trust Fund and amortized over a period of not longer than five years. Brokerage Fees Brokerage fees and commissions relating to the purchase and sale of securities will be incurred and borne

35 by and out of the relevant Trust Fund. Other Operating Expenses The Trustee, the Manager, the Investment Manager, the Custodian, the Administrator, the Service Adviser, the Agent Company and the Distributor are, at their own expenses, responsible for providing all office personnel, space and facilities required for the performance of their respective services. Each Series Trust bears all other expenses incidental to its operations and business, including all compliance costs and the fees of its auditors and legal advisers; custody charges; the cost of preparing, in such languages as are necessary for the benefit of the Unitholders, including the beneficial holders of the Units, and distributing annual and semi-annual reports and such other reports or documents as may be required under the applicable laws or regulations of the above-cited authorities; the cost of accounting, bookkeeping and calculating the Net Asset Value; the cost of preparing and distributing notices to the Unitholders ; lawyers' and auditor's fees; and all similar administrative charges, including expenses directly incurred in offering or distributing the Units; interest and commitment fees on loans and debt balances; any income, withholding or other taxes; cost of communication with Unitholders and prospective investors. Each Series Trust may be required to pay subscription charges and redemption charges in connection with investments in other investment companies. Each Series Trust may be required to pay brokerage commissions in relation to portfolio transactions. Trustee s Fees Pursuant to each Series Trust Deed, the Trustee shall be entitled to be paid, out of the assets of the USD Portfolio, the EUR Portfolio, the JPY Portfolio and the AUD Portfolio, a fee of 0.015% per annum on the sum of the average daily Net Asset Value of the USD Portfolio, the EUR Portfolio, the JPY Portfolio and the AUD Portfolio, provided that for the USD Portfolio, the EUR Portfolio, the JPY Portfolio and the AUD Portfolio such aggregate fee shall be a minimum of US$30,000 per annum and a maximum of US$60,000 per annum. Such aggregate annual fee will accrue daily, be paid quarterly in arrears and will be pro-rated among the USD Portfolio, the EUR Portfolio, the JPY Portfolio and the AUD Portfolio. Additional annual fees will be payable in respect of any additional trust established pursuant to the Master Trust Deed and any supplement thereto. The Trustee shall be reimbursed for all reasonable out-of-pocket expenses incurred by the Trustee in relation to each Series Trust out of that Series Trust s assets. The fee set out above is subject to review on an annual basis. Where the Trustee is required to consider or engage in further activities, litigation or other exceptional matters, additional fees will be subject to further negotiation at the relevant time with the Manager and in the absence of contrary agreement additional fees will be charged by the Trustee at its hourly rates from time to time in effect. Manager s Fees The Manager is entitled to a fee, out of the assets of each Series Trust, at a rate of 0.01% per annum on the average daily Net Asset Value of such Series Trust, accrued daily and payable quarterly, in arrears, ACT/ACT day count fraction basis. The Manager shall be reimbursed by the Trustee out of each Series Trust s assets for all reasonable out-of-pocket expenses incurred by the Manager in relation to that Series Trust.

36 Investment Management Fees The remuneration for the services rendered by the Investment Manager is covered by the fee from the DIH Fund as its manager, so that no additional fee will be charged to any of the Series Trusts in relation to the Investment Manager. Administrator Fees The Administrator is entitled to a fee, out of the assets of each Series Trust, at a rate of 0.10% per annum on the average daily Net Asset Value of such Series Trust, accrued daily and payable quarterly in arrears, ACT/ACT day count fraction basis. The Manager shall discharge reasonable out-of-pocket expenses payable to the Administrator out of the relevant Series Trust s assets. Custodian Fees The Custodian is entitled to a fee, out of the assets of each Series Trust, at a rate of 0.04% per annum on the average daily Net Asset Value of such Series Trust, accrued daily and payable quarterly in arrears, ACT/ACT day count fraction basis. The Manager shall discharge out of each Series Trust s assets (i) relevant reasonable out-of-pocket expenses payable to the Custodian, (ii) all relevant transaction charges payable to the Custodian and the sub-custodian (which shall be charged at normal commercial rates) and (iii) all relevant fees paid by the Custodian to any sub-custodian (which shall be charged at normal commercial rates). Service Adviser Fees The Service Adviser is entitled to a fee, out of the assets of each Series Trust, at a rate of 0.17% per annum on the average daily Net Asset Value of such Series Trust, accrued daily and payable quarterly in arrears, ACT/ACT day count fraction basis. Agent Company Fees The Agent Company is entitled to a fee, out of the assets of each Series Trust, at a rate of 0.10% per annum on the average daily Net Asset Value of such Series Trust, accrued daily and payable quarterly in arrears, ACT/ACT day count fraction basis. Distributor Fees The Distributor is entitled to a fee, out of the assets of each Series Trust, at a rate of 0.63% per annum on the average daily Net Asset Value of such Series Trust, accrued daily and payable quarterly in arrears, ACT/ACT day count fraction basis. The Distributor shall pay from its fees any fees and expenses of any sub-distributors (if any) without further cost to any Trust Fund. Save as may result from the entry by the Trustee or the Manager into the agreements listed under "Material Contracts" in "General Information" below or any other fees, commissions or expenses discharged, reimbursed or paid as disclosed elsewhere in this Offering Memorandum, no amount or benefit has been paid or given or is intended to be paid or given to any promoter of any Series Trust in

37 relation to any Series Trust. CONFLICTS OF INTEREST The Investor s attention is drawn to the following potential conflicts of interest. The Trustee, the Manager and any of their holding companies, holding companies shareholders, any subsidiaries of its holding company and any of their directors, officers, employees, agents and affiliates ("Interested Parties") may be involved in other financial, investment or other professional activities which may on occasion cause conflicts of interest with any Series Trust. These include management of other funds, purchases and sales of securities, investment and management advisory services, brokerage services, and serving as directors, officers, advisers, or agents of other funds or other companies. In particular it is possible that the Trustee or the Manager may be involved in advising other investment funds which may have similar or overlapping investment objective to or with any Series Trust. The Trustee or the Manager may provide services to third parties similar to those provided to any Series Trust and shall not be liable to account for any profit earned from any such services. Where a conflict arises the Trustee or the Manager will endeavor to ensure that it is resolved fairly. In relation to the allocation of investment opportunities to different clients, including the Series Trusts, the Trustee or the Manager may be faced with conflicts of interest with regard to such duties but will ensure that investment opportunities in those circumstances will be allocated fairly. The Trustee or the Manager and/or any company associated with it may to the extent permissible under the relevant laws enter into portfolio transactions for or with the Trustee or the Manager either as agent, in which case they may receive and retain customary brokerage commissions and/or cash commission rebates, or deal as a principal with the Trustee or the Manager in accordance with normal market practice subject to such commissions being charged at rates which do not exceed customary full service brokerage rates. The Trustee or the Manager and/or any company associated with it reserves the right to effect transactions by or through the agency of another person with whom the Trustee or the Manager and/or any company associated with it has an arrangement under which that party will from time to time provide to or procure for the Trustee or the Manager and/or any company associated with it goods, services or other benefits (such as research and advisory services, computer hardware associated with specialized software or research services and performance measures) the nature of which is such that their provision can reasonably be expected to benefit the Trustee or the Manager as a whole and may contribute to an improvement in the performance of any Series Trust and for which no direct payment is made but instead the Trustee or the Manager and/or any company associated with it undertake to place business with that party. 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, employee salaries or direct money payments. Subject always to the requirements of the Law and the Regulations, the Trustee or any affiliate of the Trustee may acquire securities for the account of any Series Trust from, or dispose of securities to, any Interested Party or any investment fund or account advised or managed by any such person, but only with the prior approval of the Manager. Any Interested Party other than the Trustee or the Manager may hold

38 Units and deal with them as it thinks fit. An Interested Party (other than the Trustee) may buy, hold and deal in any investments for its own account notwithstanding that similar investments may be held by the Trustee or any subsidiary for the account of the Trustee. The Trustee or the Manager may not effect transactions for its own account with any Trust Fund. Subject always to the requirements of the Law and the Regulations, any Interested Party may contract or enter into any financial or other transaction with any Unitholder or with any entity any of whose securities are held by or for the account of the Trustee, or be interested in any such contract or transaction. Furthermore, any Interested Party may receive commissions and benefits which it may negotiate in relation to any sale or purchase of any investments of the Trustee effected by it for the account of any Series Trust and which may or may not be for the benefit of any Series Trust. General TAXATION Investors should consult their professional advisers on the possible tax, exchange control or other consequences of buying, holding, selling or repurchasing Units under the laws of their country of citizenship, residence or domicile. In view of the number of different jurisdictions the laws of which may be applicable to Unitholders, no attempt is made in this Offering Memorandum to summarize the possible local tax consequences of the acquisition, holding or disposal of Units. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment in the Units is made will endure indefinitely. The following is based on the law and practice currently in force in the Cayman Islands and accordingly, is subject to changes therein. Cayman Islands The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Trustee or the Unitholders. The Cayman Islands are not party to any double taxation treaties. The Trustee has received an undertaking from the Governor-in-Cabinet of the Cayman Islands in relation to the Trust that, in accordance with section 81 of the Trusts Law (2007 Revision) of the Cayman Islands, for a period of 50 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax or duty to be levied on income or on capital assets, gains or appreciations or any tax in the nature of estate duty or inheritance tax shall apply to any property comprised in or any income arising under any Series Trust or to the trustees or the beneficiaries thereof in respect of any such property or income. Although the Trustee is not subject to tax in the Cayman Islands, any Series Trust may be liable for any taxes which may be withheld at source in other countries in respect of income or gains derived from its investments.

39 DESCRIPTION OF UNITS Nature of Units Each Unit will represent an undivided beneficial interest in the relevant Series Trust. The Units are not debt obligations or guaranteed by the Trustee or the Manager. The return on an investment in each Series Trust will depend solely upon the increase or decrease (as the case may be) in the Net Asset Value of the Units of that Series Trust and the investment performance of the assets of that Series Trust. The amount payable to a Unitholder in respect of each Unit upon liquidation of each Series Trust will equal to the Net Asset Value per Unit. The Units of four Series Trusts are initially being offered pursuant to this Offering Memorandum, and will be issued, as follows: USD Portfolio: USD Units EUR Portfolio: EUR Units JPY Portfolio: JPY Units AUD Portfolio: AUD Units The Trustee at the direction of the Manager shall have the power to designate and issue Units in relation to each of the Series Trusts from time to time by reference to a separate class or series and determine the manner in which Units of any class or series differ from Units of any other class or series, including without limitation the manner in which: 1. Units of any class or series shall participate in the assets and liabilities of the relevant Trust Fund and the Net Asset Value per Unit of each such class or series is calculated; 2. Fees (including without limitation any management fees, subscription or placement fees and redemption fees) payable to any service provider appointed by the Trustee and/or the Manager may be levied or charged against the holders of Units of any class or series; 3. The costs of, and any profits and/or losses arising from, any currency hedging may be levied or charged against the holders of Units of any class or series; and 4. Any other assets or liabilities of or incurred in relation to the relevant Series Trust shall be attributed to or borne by any class or series of Units. The Manager and the Trustee may, but need not, maintain a separate account for a class or series of Units. Restriction on Transfers Every Unitholder may transfer any Unit held by it by an instrument in writing in such form as the Manager or the Distributor may from time to time approve in its absolute discretion, provided that the transferee shall first supply such information as may be required by the Manager or the Distributor in order to comply with any statutory provision or governmental or other requirement or regulation of any relevant or applicable jurisdiction or policy of the Manager or the Distributor for the time being in force or otherwise as may be required by the Manager or the Distributor and provided also that the Manager or the Distributor shall first give its prior written consent to such transfer and notice shall be provided to the Administrator. Further the transferee will be required to represent to the Manager or the Distributor in writing (i) that the transfer of Units is to an Eligible Investor and (ii) that the transferee is acquiring the Units for its own account and (iii) as to such other matters as the Manager or the Distributor may require in its absolute

40 discretion. Every instrument of transfer may be required by the Manager or the Distributor to be signed by or on behalf of the transferor and the transferee. The transferor shall be deemed to remain a Unitholder and to be entitled to the Units the subject of the transfer until such time as the transfer is registered and the name of the transferee is entered as Unitholder in the Register of Unitholders in respect thereof. Priority of Liabilities of each Series Trust Distributions and payment of amounts in respect of repurchases of Units and the termination of each Series Trust will rank behind the prior payment in full of all liabilities of that Series Trust. Voting Unitholders have limited voting rights. Each Series Trust Deed provides that a vote of the Unitholders of the relevant Series Trust (a Series Trust Resolution ) may be required in certain circumstances, for example to approve a proposed material adverse change to the investment policies, investment restrictions or guidelines of the relevant Series Trust, to terminate the relevant Series Trust, to approve the removal of the relevant Series Trust to another jurisdiction and to make certain amendments to the relevant Trust Deed (see below). A Series Trust Resolution may be passed by way of a resolution (a) consented to in writing by the holders of a simple majority in Net Asset Value of the Units in issue of the relevant Series Trust or (b) passed at a general meeting of the Unitholders of the relevant Series Trust by the holders of a simple majority in Net Asset Value of the Units of the relevant Series Trust present in person or by proxy and entitled to vote and voting at the meeting. Each Series Trust Deed also provides that a vote of the Unitholders of all Series Trusts (a Unitholders Resolution ) may be required in certain circumstances, for example to remove the Trustee in relation to all Series Trusts, to permit the Trustee to remove the Manager in relation to all Series Trusts, to approve the removal of all Series Trusts to another jurisdiction, to terminate all Series Trusts or to approve an amendment to the Trust Deed of all Series Trusts (see below). A Unitholders Resolution may be passed by way of a resolution (a) consented to in writing by the holders of a simple majority in Net Asset Value of the Units in issue of all Series Trusts or (b) passed at a general meeting of the Unitholders of all Series Trusts by the holders of a simple majority in Net Asset Value of the Units of all Series Trusts, present in person or by proxy and entitled to vote and voting at the meeting. Amendments to the Master Trust Deed and Series Trust Deeds Subject to the terms of each Trust Deed, the Trustee and the Manager may, with written notice to the Unitholders of the relevant Series Trust amend, modify, alter or add to the provisions of the relevant Trust Deed in such manner and to such extent as the Manager considers to be in the best interests of the Unitholders of the relevant Series Trust. Unless the Manager or the Trustee certifies in writing that: (i) in its opinion, the amendment, modification, alteration or addition does not materially prejudice the interests of the then existing Unitholders of the relevant Series Trust and does not operate to

41 release the Trustee or the Manager from any responsibility to Unitholders; or (ii) in its opinion, such amendment, modification, alteration or addition is necessary in order to comply with fiscal, statutory or official requirements, the amendment, modification, alteration or addition shall require a Unitholders Resolution or a Series Trust Resolution (as the case may be) to approve the modification, alteration, or addition. No amendment, modification, alteration or addition to any relevant Trust Deed shall impose on any Unitholder any obligation to make any further payment for its Units, or to accept any liability in respect of them. Determination of Net Asset Value and Net Asset Value per Unit The Manager shall, or shall cause the Administrator to, calculate the Net Asset Value of the Units of each Series Trust as at the close of business (New York time) on each Valuation Day and the Net Asset Value of the Units of each Series Trust shall be available to each relevant Unitholder at the offices of the Manager and the Administrator on the bank business day in Luxembourg following each Valuation Day (such bank business day, the Calculation Day ). Unless otherwise determined by the Manager, the Net Asset Value per Unit shall be calculated in the Reference Currency of the Units of the relevant Series Trust. The Net Asset Value of each Series Trust as of each Valuation Day shall be determined: 1. first, by adjusting accounts receivable and/or accounts payable; for subscriptions and repurchases as of the end of the previous Valuation Day and then allocating any realized or unrealized increase or decrease in the value of the Trust Fund as of the Valuation Day; 2. second, by allocating any gains or losses from assets or liabilities; and 3. third, by excluding the amount of distributions to Unitholders as of the Valuation Day (if any). All Units of a Series Trust will have the same Net Asset Value per Unit. Accordingly, the Net Asset Value per Unit for a Series Trust shall be determined as at the close of business (New York time) on each Valuation Day: 1. first, by dividing the Net Asset Value of the relevant Series Trust by the number of outstanding Units of such Series Trust before giving effect to subscriptions and repurchases effective as of the end of such Valuation Day; 2. second, by rounding to the second decimal place (namely to the nearest cent) except for the JPY Units, where rounding shall be to the nearest Yen. All determinations of Net Asset Value of a Series Trust by the Manager or the Administrator shall be final and conclusive as to all Unitholders of such Series Trust and there shall be no recourse to the Administrator or the Manager, absent willful default, gross negligence or fraud. In addition the Manager and the Administrator shall be absolutely protected in relying upon valuations furnished to the Manager

42 or the Administrator by any sub-managers or other third parties, absent manifest error. The Trustee is not responsible for and shall in no circumstances be liable for any valuations of the assets of the Trust Fund or the calculation of the Net Asset Value of any Series Trust (or any errors made in respect thereof) by the Manager or the Administrator. In calculating the Net Asset Value the Administrator shall, unless otherwise directed by the Manager, apply the valuation procedures as set out below: (a) a unit of the DIH Fund (and collective investment schemes, investment funds and mutual funds, if applicable) shall be valued at its net asset value per unit as of the relevant Valuation Day (or if a net asset value as of such Valuation Day is not available on the Calculation Day, a net asset value as of the immediately preceding day shall be used) (the net asset value of the DIH Fund will be provided by State Street Cayman Trust Company, Ltd as trustee of the DIH Fund or its agent); (b) securities which are traded on a securities exchange shall be valued at their latest available market price (as more fully described in the relevant Series Trust Deed) on such securities exchange or whichever securities exchange shall be selected by the Manager in consultation with the Administrator; (c) securities not traded on a securities exchange but traded over-the-counter shall be valued as determined from any reliable source selected by the Manager in consultation with the Administrator; (d) swaps and other over-the-counter instruments held by any Series Trust shall be valued in the good faith discretion of the Manager based on quotations received from dealers deemed appropriate by the Manager in consultation with the Administrator; (e) short-term money market instruments and bank deposits shall be valued at the cost plus accrued interest; (f) if on the date as of which any valuation is being made, the exchange or market herein designated for the valuation of any given assets is not open for business, the valuation of such assets shall be determined as of the last preceding date on which such exchange or market was open for business; (g) all other assets and liabilities shall be valued in the good faith discretion of the Manager in consultation with the Administrator, including assets and liabilities for which there is no identifiable market value; The above provisions are subject to the proviso that in calculating the value of the relevant Trust Fund or any proportion thereof and in dividing such value by the number of Units in issue and deemed to be in issue: 1. Every Unit of a Series Trust agreed to be issued shall be deemed to be in issue and the relevant Trust Fund of such Series Trust shall be deemed to include the value of any cash or other property to be received in respect of Units of such Series Trust agreed to be issued; 2. Where in consequence of any Repurchase Notice a reduction of the Trust Fund of a Series Trust is to be effected by way of the repurchase and cancellation of the Units but such reduction has not been completed, the Units in question shall be deemed to be repurchased and not to be in issue and any amount payable out of the Trust Fund of such Series Trust pursuant to such repurchase shall be deducted in the valuation of the Trust Fund of such Series Trust; 3. Where investments have been agreed to be purchased (or otherwise acquired) or agreed to be sold

43 (or otherwise disposed of) but such acquisition or disposal has not been completed, such investments will be included (in the case of the former) or excluded (in the case of the latter) and the gross acquisition or disposal consideration excluded (in the case of the former) or included (in the case of the latter) as if such acquisition or sale had been duly completed; 4. There will be taken into account such sum as in the estimate of the Manager or the Administrator will fall to be paid or reclaimed in respect of taxation related to income or gains arising prior to the date at which the value of the relevant Trust Fund or any part thereof is being calculated; 5. There shall be deducted the amount of the revenue expenses (not provided for above) which have accrued but remain unpaid and the aggregate amount for the time being outstanding of any borrowings. 6. The preliminary expenses incurred in respect of the formation of each Series Trust paid out of the relevant Trust Fund shall be amortized over a period of not longer than five years, subject to Luxembourg generally accepted accounting principles. Any value or amount (whether of an Investment or of cash or amounts on current or deposit account or any amount) to be deducted which is not so deducted in a Foreign Currency shall be translated into the relevant Reference Currency at the rate which the Manager in consultation with the Administrator shall deem appropriate to the circumstances having regard to any premium or discount which may be relevant or may be liable to be surrendered and to costs of exchange. None of the Trustee, the Administrator or the Manager shall be under any liability if a price believed to be the lowest market dealing offered price or the highest market dealing bid price for the time being is found not to be such. Temporary Suspension of Valuation of Units, Subscriptions and Repurchases The determination of Net Asset Value per Unit and/or the issue and/or repurchase of Units may be suspended by the Trustee or the Manager in relation to any Series Trust for any reason in its sole discretion, including in the following circumstances: 1. during any period when any stock exchange on which a material part of any of the Series Trust s direct or indirect investments for the time being are quoted is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; 2. during the existence of any state of affairs which, in the opinion of the Trustee, constitutes an emergency or other circumstance as a result of which the valuation or disposal of investments by the Series Trust would not be reasonably practicable or would significantly prejudice the Unitholders; 3. during any breakdown in the means of communication normally employed in determining the price or value of any of the Series Trust s direct or indirect investments, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any investments owned by the Series Trust (directly or indirectly) cannot reasonably be promptly and accurately ascertained; 4. during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Trustee after consultation with the Manager, be effected at normal rates of exchange; or 5. during any period the Trustee or the Administrator on behalf of the Trustee deems it necessary to

44 do so to comply with the anti-money laundering regulations applicable to the Trustee or the Administrator in relation to the Series Trust, the Manager, or their affiliates, subsidiaries, or associates or any of the Series Trust s other service providers. All Unitholders of the relevant Series Trust will be notified in writing of any such suspension, if such suspension is likely to exceed one week, within seven days of the suspension and will be promptly notified upon termination of such suspension. ACCOUNTS AND REPORTS Each Series Trust's Accounting Period ends on 30 September in each year. The accounts of each Series Trust will be made up in terms of the relevant Reference Currency. Copies of the annual report required to be sent to Unitholders by the Regulations, including the audited accounts of each Series Trust made up to the last day of September in each year and prepared in accordance with Luxembourg generally accepted accounting principles, will be sent to Unitholders, within 4 months after the relevant Accounting Date. The Manager will initially appoint PricewaterhouseCoopers as auditor of the Trust. Further copies of the annual reports and accounts will be available at the offices of the Trustee, the Manager and the Administrator. The Issue Price and Repurchase Price for Units as of the most recent Issue Day and Repurchase Day shall be available on request without charge at the office of the Administrator. Material Contracts GENERAL INFORMATION The following contracts (not being contracts in the ordinary course of business) have been entered into by the Trustee or the Manager and are, or may be, material: (a) the Master Trust Deed dated 28th July, 2005 made between the Trustee and the Manager; (b) the Supplemental Trust Deed relating to the USD Portfolio dated 28th July, 2005 made between the Trustee and the Manager; (c) the Supplemental Trust Deed relating to the EUR Portfolio dated 28th July, 2005 made between the Trustee and the Manager; (d) the Supplemental Trust Deed relating to the JPY Portfolio dated 28th July, 2005 made between the Trustee and the Manager; (e) the Supplemental Trust Deed relating to the AUD Portfolio dated 28th July, 2005 made between the Trustee and the Manager; (f) the Administration Agreement dated 28th July, 2005 among the Trustee, the Manager and the Administrator pursuant to which the Administrator was appointed to provide certain administrative services in relation to the Trust; (g) the Custodian Agreement dated 28th July, 2005 among the Trustee, the Manager and the Custodian pursuant to which the Custodian was appointed as custodian in relation to the Trust; (h) the Investment Management Agreement dated 28th July, 2005 between the Manager and the Investment Manager pursuant to which the Investment Manager was appointed as investment manager in relation to the Trust; (i) the Service Advisory Agreement dated 28th July, 2005 between the Manager and the Service Adviser pursuant to which the Service Adviser was appointed as Service Adviser in relation to the Trust;

45 (j) the Units Distribution and Repurchase Agreement dated as of 28th July, 2005 between the Manager and the Distributor pursuant to which the Distributor was appointed as distributor in relation to the Trust. and (k) the Agent Company Agreement dated as of 28th July, 2005 between the Manager and the Agent Company pursuant to which the Agent Company was appointed as agent company in relation to the Trust. Litigation Neither the Trustee nor the Manager is engaged in any litigation or arbitration and neither the Trustee in respect of the Trust or any Series Trust nor the Manager knows of any litigation or claim pending or threatened by or against the Trustee which would materially affect the Trust or any Series Trust. Mutual Funds Law and Regulation The Trust is regulated as a mutual fund under the Law. Regulation under the Law entails the filing of prescribed details and audited accounts annually with the Monetary Authority. However, the Trust will not be subject to supervision in respect of its investment activities or the constitution of the Trust Fund s portfolios by the Monetary Authority or any other governmental authority in the Cayman Islands, although the Monetary Authority does have power to investigate the activities of the Trust in certain circumstances. Neither the Monetary Authority nor any other governmental authority in the Cayman Islands has passed upon or approved the terms or merits of this document. There is no investment compensation scheme available to investors in the Cayman Islands. Under the Proceeds of Criminal Conduct Law (2007 Revision) of the Cayman Islands, the Trustee or the Manager must in certain circumstances report to the authorities any transactions which the Trustee or the Manager suspects may involve the proceeds of criminal conduct. Each Series Trust Deed permits the Trustee and the Manager to divulge information to its professional advisers and to any regulatory authority to comply with any law, regulation, anti money laundering regulations, tax investigations or other similar legislation. Termination of the Series Trust Each Series Trust is expected to terminate in the following circumstances: a) if it becomes illegal or, in the reasonable opinion of the Trustee or the Manager, impractical or inadvisable to continue the Series Trust (or the Trust as the case may be) or to remove the Series Trust (or the Trust as the case may be) to another jurisdiction; b) if total amount of the Net Asset Value of all of the Series Trusts falls below US$10,000,000 (where such amount is converted from the relevant Reference Currency into US dollars at the current exchange rate) or such other amount as the Manager or the Trustee may determine from time to time; c) if the Unitholders by Series Trust Resolution (or Unitholders Resolution as the case may be) shall so determine; d) upon the termination of the period which shall commence on the date of this Deed

46 and terminate one hundred and forty nine years after the date thereof; e) if the Trustee gives written notice of its intention to retire, or if the Trustee is placed in compulsory or voluntary liquidation, and the Manager is unable to appoint or procure the appointment of another corporation ready to accept the office of trustee as a replacement for the Trustee within 90 days after the giving of such notice or placement in liquidation; f) if the Manager gives written notice of its intention to retire, or if the Manager is placed in compulsory or voluntary liquidation, and the Trustee is unable to appoint or procure the appointment of another corporation ready to accept the office of manager as a replacement for the Manager within 90 days after the giving of such notice or placement in liquidation; or g) if the Trustee or the Manager in their absolute discretion so determines. If a Series Trust terminates, the Trustee will forthwith give notice of such termination to all Unitholders of the Series Trust. Inspection of Documents Copies of the following documents are available for inspection free of charge (and may be obtained for a fee) during normal business hours on any Business Day at the offices of the Trustee in the Cayman Islands: (a) (b) (c) the agreements referred to in paragraph entitled Material Contracts above; the Trusts Law (2007 Revision) of the Cayman Islands; and any annual or periodic reports published or issued by the Manager. The Issue Price and Repurchase Price for Units of each Series Trust as of the most recent Issue Day and Repurchase Day shall be available on request without charge at the office of the Administrator.

47 DIRECTORY MANAGER Total Alpha Investment Fund Management Company S.A. 9A, Rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg INVESTMENT MANAGER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109, U.S.A. DISTRIBUTOR and AGENT COMPANY Nikko Cordial Securities Inc. 3-1, Marunouchi 3-chome, Chiyoda-ku Tokyo, Japan TRUSTEE Maples Finance Limited PO Box 1093GT Queensgate House South Church Street George Town Grand Cayman KY Cayman Islands ADMINISTRATOR and CUSTODIAN Nikko Bank (Luxembourg) S.A. 9A, Rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg SERVICE ADVISER Nikko Asset Management Americas, Inc. 535 Madison Avenue, Suite 2500 New York, New York 10022, U.S.A. LEGAL ADVISERS To the Manager as to Cayman Islands law: Maples and Calder Ugland House P.O. Box 309, South Church Street George Town, Grand Cayman KY Cayman Islands To the Manager as to Japanese law: Mori Hamada & Matsumoto Marunouchi Kitaguchi Building 6-5, Marunouchi 1-chome Chiyoda-ku Tokyo Japan AUDITOR PricewaterhouseCoopers, P.O. Box 258 GT, Strathvale House, North Church Street, Grand Cayman, Cayman Islands

48 Appendix A Summarized explanation of the DIH Fund NOTICE This Appendix A contains a summary of certain aspects of those classes of Units of Wellington Management Portfolios (Cayman) Diversified Inflation Hedges Portfolio (For Qualified Investors) (the DIH Fund ) which the Series Trusts may invest in, for the purpose of giving information to potential investors in the Series Trusts. This Appendix A is based on the law and practice currently in force in the Cayman Islands and is subject to changes therein. SUMMARY The following is the definition of the term used in this Appendix A. DIH Fund Trustee Wellington Management Portfolios (Cayman) Diversified Inflation Hedges Portfolio (For Qualified Investors) is a unit trust established in the Cayman Islands pursuant to the Trust Deed made between the Trustee and the Manager. The Trustee is State Street Cayman Trust Company, Ltd. The Trustee will conduct certain administrative duties with respect to the DIH Fund and will act as registrar and transfer agent of the DIH Fund. The Trustee may delegate some or all of its duties. Manager Wellington Management Company, LLP, of Boston, Massachusetts, will serve as the Manager of the DIH Fund pursuant to the Trust Deed. Under the terms of the Trust Deed, the Manager is responsible for the management of the assets of the DIH Fund and approval of investors who wish to purchase units in the DIH Fund. The Manager is entitled to delegate some or all of its powers. Custodian State Street Bank and Trust Company of Boston, Massachusetts, will serve as custodian (the Custodian ) of the DIH Fund. Auditor Investment Objective PricewaterhouseCoopers has been appointed and serves as auditor of the DIH Fund. The investment objective of the Diversified Inflation Hedges Portfolio (the DIH Fund ) is to provide real returns in excess of OECD G7 GDP weighted inflation plus 5% (the Index ) over the long-term (i.e. real returns in excess of 5%). The DIH Fund will invest in liquid asset categories that offer strong relative

49 performance in a rising-inflation environment. The denomination currency of the USD Unhedged Class A Units, USD Unhedged Class B Units, the Euro Hedged Class Units, Pound Sterling Hedged Class Units, the Australian Dollar Hedged Class Units and the Swiss Franc Hedged Class Units of the DIH Fund is the US Dollar, Euro, Pound Sterling, Australian Dollar and Swiss Franc, respectively. The denomination currency of the Yen Hedged Class C Units (For Qualified Institutional Investors) and Yen Hedged Class D Units (For Qualified Institutional Investors) of the DIH Fund is Yen. There can be no assurance that the investment objective or any particular investment result will be achieved, and investment results may vary substantially over time. The net asset value per Unit may fluctuate, and may be worth more or less than the acquisition price when redeemed. Distributions Valuation Day Business Day Fees and Expenses Taxes Distributions, if any, are made by the Trustee, at the direction of the Manager, in its discretion. It is currently intended that there will be no distributions with respect to the USD Unhedged Class A Units, USD Unhedged Class B Units, the Euro Hedged Class Units, Pound Sterling Hedged Class Units, the Australian Dollar Hedged Class Units, the Swiss Franc Hedged Class Units, the Yen Hedged Class C Units (For Qualified Institutional Investors) or the Yen Hedged Class D Units (For Qualified Institutional Investors) of the DIH Fund. Units will be valued as of the close of business, New York time, on each Business Day (as defined below) or such other calendar days as the Manager with the consent of the Trustee may in its discretion determine (each a Valuation Day ). A business day means any day on which (i) banks are open for business in the Cayman Islands and New York, and (ii) major U.S. securities markets, as defined by the Manager, are open for business, or such other days as the Manager, with approval of the Trustee, may from time to time determine (each a Business Day ). These are detailed in the section entitled Fees and Expenses. Under current legislation, the DIH Fund shall not be subject to tax in the Cayman Islands on its investment income and realization of capital gains made in relation to the DIH Fund assets. Withholding tax may be imposed by certain jurisdictions upon dividends and interest received on securities and debt obligations held by the DIH Fund in such jurisdictions. Prospective investors are advised to consult their own tax advisors as to the consequences of an investment in the DIH Fund under the tax laws of the country of which they are resident or citizens, including the consequences to them under those laws of the receipt of dividends and the sale or redemption of Units, and the effect, if any, of any income or gains retained by the DIH Fund.

50 THE PORTFOLIO The DIH Fund has been established as a unit trust pursuant to the Trust Deed. The DIH Fund will terminate if all of its units (in this Appendix A, the Units ) are redeemed, or if the relevant holders of units in the DIH Fund (in this Appendix A, the Unitholders ), or the Trustee with the consent of the Unitholders, so determine, and may additionally be terminated in certain other eventualities all in accordance with and as set forth in the Trust Deed. The DIH Fund may also, in the Manager s sole discretion, be terminated upon giving reasonable notice to all Unitholders if the assets of the DIH Fund fall to a level which, in the Manager s sole judgment, significantly affects the investment efficiency of the strategies employed by the DIH Fund. The DIH Fund will not begin trading until subscriptions for Units are received sufficient to capitalize the DIH Fund with at least US$40 million, unless the Manager determines otherwise in its sole discretion. Each Unit represents an undivided beneficial interest in the DIH Fund. The Units are not debt obligations and are not guaranteed by the Trustee or the Manager. The return on an investment in the DIH Fund will depend solely upon the investment performance of the assets in the DIH Fund and the increase or decrease (as the case may be) in the relevant net asset value per Unit. The Units may be issued in separate classes, with each class having particular rights, obligations or expenses associated with that class. The assets attributed to and liabilities incurred by a class of Units are not legally segregated from the assets attributed to and liabilities incurred by other classes of Units issued by the DIH Fund. Accordingly, there is the possibility that creditors relating to the activities of one class of Units could look to the assets of the DIH Fund attributable to other classes of Units to satisfy obligations to such creditors. The DIH Fund currently offers USD Unhedged Class A Units, USD Unhedged Class B Units, Euro Hedged Class Units, Pound Sterling Hedged Class Units, Australian Dollar Hedged Class Units, Swiss Franc Hedged Class Units, Yen Hedged Class C Units and Yen Hedged Class D Units by means of separate offering memoranda (in this Appendix A, each a class ). The Manager will be solely responsible for investment management of the DIH Fund. The Trustee will perform certain administrative duties for the DIH Fund and will be responsible for such administrative duties with respect to the DIH Fund. The Trustee will also act as registrar and transfer agent of the DIH Fund. The Trustee has engaged its affiliate, State Street Bank and Trust Company to serve as custodian (the Custodian ) of the DIH Fund. The Manager manages the assets of the DIH Fund and shall determine which investments shall be acquired, bought and sold and which other transactions will be entered into by or on behalf of the Trustee in relation to the DIH Fund in accordance with the Investment Objective and Policies described below. The Manager is also responsible for approving the investors to whom Units may be issued. The Manager may also invest a certain portion of the assets of the DIH Fund, for legal, liability or other reasons, through one or more trading companies established from time to time (each a Trading Company ). Any Trading Company established will be wholly owned by or on behalf of the Trustee in its capacity as Trustee of the DIH Fund, and the shares of such Trading Company will form part of the assets of the DIH Fund.

51 INVESTMENT OBJECTIVE AND POLICIES The DIH Fund : The DIH fund seeks to provide returns in excess of OECD G7 GDP weighted inflation plus 5% over the long-term. The DIH Fund invests in liquid asset categories that offer strong relative performance in a rising-inflation environment, which include stocks in sectors of energy, raw material etc., commodities, and inflation-linked bonds. Allocation of the DIH Fund is actively managed and at times certain areas may be significantly over- or underweight. Investment Objective The investment objective of the DIH Fund is to provide real returns in excess of OECD G7 GDP weighted inflation plus 5% (the Index ) over the long-term (i.e. real returns in excess of 5%). Investment Policies The DIH Fund invests in global equity and related securities, commodities derivatives, inflation-linked bonds and other fixed income instruments. In addition, currency and cash equivalents may be used. The DIH Fund may buy and sell instruments, including, but not limited to, common stocks, convertible securities, real estate securities, and liquid equity equivalents such as Exchange Traded Funds; derivatives related to individual commodities or groups of commodities; and government, supranational, mortgage, commercial mortgage, asset-backed, corporate, and other fixed income securities. Securities may be denominated in US dollars or other currencies. Currency exposure, including cross-currency positions, which are not related to the DIH Fund s underlying equity, bond, commodity or cash equivalent positions, may be assumed. The DIH Fund also may hold private placements, including those issued pursuant to Rule 144A and/or Regulation S, and other restricted securities the liquidity of which is deemed appropriate by the Manager. Cash may be invested in cash equivalents, short-term cash portfolios, or a LIBOR Plus portfolio which invests primarily in the investment-grade debt obligations of US and non-us issuers. The DIH Fund may invest in shares of investment funds or other commingled pooled vehicles managed by the Manager or its affiliates, provided that there is no duplication of investment management fees due to such investments. The DIH Fund may buy and sell exchange-traded and over-the-counter derivative instruments, including interest rate, credit, index, and currency futures; currency, interest rate, total rate of return and credit default swaps; currency, bond and swap options; deliverable and non-deliverable currency forward contracts; bonds for forward settlement, to-be-announced (TBA) securities; and other derivative instruments (collectively, Derivatives ) and may take short positions in Derivatives, in all such cases, for risk management purposes, including hedging, and/or for obtaining efficient investment exposure in pursuit of the DIH Fund s investment objective, provided that the aggregate margin positions associated with all Derivatives will not exceed 5% of the fair market value of the DIH Fund s net assets. The DIH Fund invests in liquid asset categories that offer strong relative performance in rising inflation environments such as energy and metals equities, commodities and inflation-linked bonds. The DIH Fund also may invest in other sectors of the equity market. The DIH Fund seeks to add value from

52 both bottom-up selection of global equity, fixed income, and commodities instruments, as well as active top-down asset class and sector allocation. Currency exposure may be actively managed to control risk. The typical range of DIH Fund s weights is shown below. These weights are actively managed, and at times, the DIH Fund may be concentrated in certain areas. The DIH Fund weights will normally be within the ranges shown below. Asset allocation decisions may be effected through the use of futures or other derivatives instruments, allocation of cash flow, and/or shifts among the underlying securities of the DIH Fund. Typical Range % of Total Portfolio Equities Commodities 0-50 Fixed Income 0-50 Currencies unconstrained Within each segment of the DIH Fund, positions may be concentrated, and the DIH Fund may concentrate its assets in specific sectors or regions. The DIH Fund's investment style is likely to produce a level of risk or variability that is higher than that of inflation + 5%. The DIH Fund may produce a variability of return that is greater than that of the broad fixed income market but less than that of the broad equity market over a full market cycle. There is a risk of negative returns. The majority of securities purchased are publicly traded, although the marketability of securities in the DIH Fund will vary considerably. The marketability of securities in the DIH Fund also may vary substantially over time, as investor interest in these segments of the market rises and declines. The average quality of the fixed income portion of the DIH Fund is expected to be investment grade. Primarily investment grade-rated issues will be purchased (i.e., rated BBB- or Baa3 or higher, or if unrated, as deemed equivalent by the portfolio manager). Yield is not a primary objective of the DIH Fund. The base currency of the DIH Fund is US dollars, and the normal currency position of each of the classes (other than the USD Unhedged Class A Units and USD Unhedged Class B Units) will be hedged to the respective denominated currency. The Manager may prescribe more specific criteria for managing the DIH Fund, after approval of the same by the Trustee, and such criteria will be made available to prospective investors and holders of Units from time to time. Prospective investors should inquire prior to investing as to whether such criteria are in effect, and a copy of any such criteria that are available will be promptly provided by the Manager without charge. Such supplemental criteria will be deemed to be part of the relevant offering memorandum. Material changes to the investment objective and policies set forth in this section may be made by the Manager with the consent of the Trustee after notification to all of the Unitholders. The Trustee may, in its discretion, require approval of Unitholders for such changes. The Manager shall only have the power to borrow cash in relation to the DIH Fund to meet short term cash needs, or for extraordinary or emergency purposes.

53 FEES AND EXPENSES (i) Organization Costs: (ii) Management Fee: (iii) Brokerage Fees: The preliminary expenses incurred in respect of the formation of the DIH Fund and in connection with the issue of Units will be payable out of the DIH Fund. No management fees are payable in respect of the Yen Hedged Class C Units. The fees payable to the Manager with respect to each of the other classes are equal to a fixed fee of 0.90% per annum of the net asset value of the relevant class as of each Valuation Day, accrued daily against the relevant class, and payable to the Manager as set forth in the Trust Deed. Brokerage fees, commissions, mark-ups, and other trading costs relating to the purchase and sale of securities will be incurred and borne by the DIH Fund. The transaction expenses, if any, relating to the hedging transactions of the Euro Hedged Class Units, Pound Sterling Hedged Class Units, the Australian Dollar Hedged Class Units, the Swiss Franc Hedged Class Units, the Yen Hedged Class C Units and the Yen Hedged Class D Units will be allocated solely to the relevant class. (iv) Other Operating Expenses : The Manager, the Trustee and the Custodian are responsible for providing all office personnel, space and facilities required for the performance of their respective services. The DIH Fund bears all other expenses incident to its operations and business, including the fees of its auditors and legal advisers; custody charges; interest and commitment fees on loans and debt balances; the cost of establishing and maintaining any Trading Companies; any income, withholding or other taxes; cost of communication with Unitholders and prospective investors; and any extraordinary expenses. The Manager or its affiliates may from time to time provide certain legal and administrative services in relation to the DIH Fund and the Trustee on behalf of the DIH Fund will pay the Manager or its affiliates a commercially reasonable fee out of the DIH Fund s assets for such services. The expenses, if any, relating to the hedging transactions of the Euro Hedged Class Units, Pound Sterling Hedged Class Units, the Australian Dollar Hedged Class Units, the Swiss Franc Hedged Class Units, the Yen Hedged Class C Units and the Yen Hedged Class D Units will be allocated solely to the relevant class. (v) Trustee Fee: (vi) Custodian Fee: The Trustee shall be entitled to be remunerated from the DIH Fund in the amounts set forth in the Trust Deed, payable monthly in arrears. The Custodian will be remunerated from the DIH Fund at customary rates, accrued daily and payable monthly in arrears. The Manager may voluntarily and from time to time waive all or a portion of its investment management fee on the Yen Class D Units, and may pay expenses of the DIH Fund, in order to maintain the expense ratio applicable to the DIH Fund or any of its classes at a rate which the Manager has in its discretion determined. To the extent that the Manager has paid operating expenses of the DIH Fund or waived fees for that purpose, it shall be entitled to recover such payments or waived payments in the future, upon written notice to Unitholders. To the extent that the Manager agrees to waive fees or pay expenses of the DIH Fund, the Trustee shall not guarantee that such agreement will be honored.

54 Appendix B - Further explanation relating to investment program of the Series Trusts

55

56

57

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