VISA 2009/55487-6064-2-PS L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 16/11/2009 Commission de Surveillance du Secteur Financier MACQUARIE FUND SOLUTIONS MACQUARIE EMERGING MARKETS INFRASTRUCTURE FUND SIMPLIFIED PROSPECTUS NOVEMBER 2009 This Simplified Prospectus contains key information about Macquarie Emerging Markets Infrastructure Fund (the "Fund") which is a sub-fund of Macquarie Fund Solutions (the "Company"), a "société anonyme" incorporated on 16 December 2008 for an unlimited duration, qualifying as a "société d investissement à capital variable" and organised as an umbrella fund under part I of the Luxembourg law of 20 December 2002 on undertakings for collective investment, as amended. The other sub-funds of the Company are detailed in the Company s current full prospectus (the "Full Prospectus"). Potential investors are advised to consult the Full Prospectus before making an investment decision. The rights and duties of the investor as well as the legal relationship with the Fund are laid down in the Full Prospectus. Words and terms defined in the Full Prospectus have the same meaning in this Simplified Prospectus unless otherwise stated herein. The Full Prospectus and the Reports may be obtained free of charge from either the registered office of the Company, the Central Administration Agent or from any authorised sub-distributor. The base currency (Reference Currency) of the Fund is US Dollars.
1. Investment Objective and Policy The Fund aims to provide Shareholders of each Class of Shares with a total return over the medium to long term comprising both capital growth and income by investing primarily in companies operating in the infrastructure sector of emerging market countries. The Fund aims to meet the investment objective by investing primarily in eligible assets issued by entities that own or operate infrastructure assets in emerging market countries, or which are associated with the development or operation of infrastructure assets emerging market countries. INVESTMENTS IN ANY OF THE SUB-FUNDS OF MACQUARIE FUND SOLUTIONS ARE NOT DEPOSITS WITH OR OTHER LIABILITIES OF MACQUARIE BANK LIMITED OR OF ANY ENTITY IN THE MACQUARIE GROUP AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND CAPITAL INVESTED. NEITHER MACQUARIE BANK LIMITED NOR ANY MEMBER COMPANY OF THE MACQUARIE GROUP GUARANTEES ANY PARTICULAR RATE OF RETURN OR THE PERFORMANCE OF ANY OF THE SUB-FUNDS OF MACQUARIE FUND SOLUTIONS, NOR DO THEY GUARANTEE THE REPAYMENT OF CAPITAL FROM ANY OF THE SUB-FUNDS OF MACQUARIE FUND SOLUTIONS. 2. Description of the Fund s Portfolio The Fund will invest in eligible assets issued by or providing exposure to companies that are domiciled in an emerging market country or that have their significant operations in an emerging market country, even if domiciled or listed elsewhere, and which earn a substantial amount of their revenue/profits from: 1. owning and/or operating infrastructure assets; or 2. owning and/or operating businesses or activities associated with the construction/development of infrastructure assets, for example, provision of construction and technical services and/or building materials. Companies operating in the infrastructure sector typically provide essential services, such as fresh water, roads, airports, utilities, power, communications, hospitals, schools and other social services. Emerging market countries include Eligible Markets 1 in any country or region outside the United States of America, Canada, Japan, Australia, New Zealand and Western Europe. In addition, the Fund may invest directly in securities listed on the Russian Trading System (RTS) Stock Exchange and the Moscow Interbank Currency Exchange, which are classified as Eligible Markets. The Fund is only permitted to invest a maximum of 10% of its net assets in transferable securities and money market instruments not admitted to or dealt in on an Eligible Market, as set out in section 6 of the Full Prospectus. Equity exposure may be achieved through investment in shares, depository receipts, exchange traded funds, index futures, warrants and other participation rights. Exposure may also be achieved, to a limited extent, through investment in convertible securities, index and participation notes and equity linked notes. Fixed and floating rate debt securities, convertible securities, money market instruments and cash may be held without limit where this is considered appropriate by the Investment Manager. The Fund may also invest in UCITS and other UCIs. The Fund may invest in eligible assets denominated in any currency and the Fund s exposure to currencies other than its Reference Currency may be hedged or unhedged. The Fund may invest in financial derivative instruments for hedging purposes and for efficient portfolio management. In addition, the Fund may invest in equity swaps for investment purposes. All of the above investments will be made in accordance with the limits set out in section 6 of the Prospectus. 1 A list of Eligible Markets in which the Sub-Fund may invest is available from the Company upon request.
3. Risk Profile Investment in the Fund should be regarded as a long-term investment. There can be no guarantee that the investment objective of the Fund will be achieved. You should consider the risks of investment carefully before investing. The key risks are summarised below: Performance Risk the risk that the Fund will not meet its investment objective. You may lose all or part of your investment. Emerging Markets Risk The Fund may invest in securities which are listed on the exchanges of emerging economies, as well as investing in companies which are located or have operations within such markets. Emerging markets are typically more volatile than developed markets and can result in increased risk for investors. In emerging markets, the legal, regulatory and operational framework may not be well developed, which means that investments in these markets may carry higher risks than investments in markets with well established legal, regulatory and operational frameworks. The Fund may therefore be exposed to increased levels of political and legal risk, market, valuation and settlement risk and taxation risk. Infrastructure Sector Risk the risk that adverse events in the global infrastructure market may impact the performance and returns of the Fund. This means that the Fund is exposed to the risks of investing in the infrastructure sector including new project risk, strategic asset risk, documentation risk and operations risk/ Risks related to use of financial derivatives the Fund is permitted to use derivatives for investment purposes. Risks relating to the use of derivatives include management risk, control and monitoring risk, liquidity risk, counterparty risk, leverage risk and valuation risk as described in section 10.2 of the Full Prospectus. Concentration Risk the investment policy of the Fund will result in a portfolio containing a concentrated group of investments focused on gaining exposure to companies in the infrastructure sector in emerging markets, as opposed to investing across the entire market. A fund which invests in a concentrated portfolio may be subject to greater volatility than a fund with a more diversified portfolio. Volatility Risk the risk that the value of the Fund s investments or the Net Asset Value per Share itself may vary, sometimes markedly and over a short period of time. Investments in equity securities offering emerging market exposure are traditionally towards the higher end of the volatility spectrum. Valuation Risk the risk that the Fund s assets may be difficult to value. This may result from factors such as any form of sovereign intervention, the lack of an independently verifiable price or securities being traded infrequently. Hybrid Securities Risk The Fund may invest in preferred stock and hybrid securities which may have special risks, including the ability for the issuer to defer or not pay distributions, lack of voting rights, reduced liquidity and special redemption rights. Currency Risk the investments of the Fund may be denominated in currencies other than the Reference Currency of the Fund. The value of those investments (when converted to the Reference Currency of the Fund) may fluctuate due to changes in exchange rates. Potential investors should inform themselves as to (a) the possible tax consequences, (b) the legal requirements and (c) foreign exchange restrictions or exchange control requirements which they might encounter under the laws of domicile and which might be relevant to the subscription, purchase, holding, conversion or disposal of Shares. Potential investors are reminded to consider the detailed description of the relevant risk factors set out under "Risk Considerations" in the Full Prospectus and in respect of the Fund as set out under "Risk Considerations for the Sub-Fund" in Annex A, which forms part of the Full Prospectus. Potential investors are reminded that the Fund will invest in, or otherwise have exposure to, emerging markets. In making an investment decision, potential investors should consider and weigh the expected performance of, and the risks associated with, investments in emerging markets, as well as the expected performance of, and the risks associated with, the infrastructure sector.
4. Performance Data Notice The Fund has not been launched as of the date of this Simplified Prospectus. In accordance with CSSF Circular 03/122, performance information has to be published only after the completion of a full accounting year. Performance information for this Fund will therefore be available after the accounting year ending on 30 September 2010. 5. Notice Past performance is not a guide to future performance. 6. Profile of a Typical Investor The Fund is suitable for investors who have experience with equity investments, who wish to benefit from an investment with exposure to infrastructure and to emerging markets and are familiar with the opportunities and risks specific to these market sectors. Investors must expect fluctuations in the value of investments, which may temporarily even lead to very substantial loss of value. The Fund is suitable for use as a supplementary investment within a diversified portfolio. 7. Distribution Policy Investors holding Shares will not receive any distributions. Instead, any income earned by the Fund s investments will be rolled up as part of the Net Asset Value of the Fund. 8. Fees and Expenses Shareholder Dealing Charges Initial Charge (not more than): (as a % of subscription moneys received) Conversion Fee (not more than): (as a % of the net asset value of the Shares to be converted into another sub-fund of the Company) Redemption Fee (not more than): (as a % of the net asset value of the Shares to be redeemed) Share Class A: 5% B: 3% C: N/A E: 5% J: N/A Share Class A: 1% B: 1% C: N/A E: 1% J: N/A Share Class A: 2.5% B: 2.5% C: N/A E: 2.5% J: N/A Fund s Annual Operating Expenses Management Fees (not more than): (Management Company and Investment Manager, when fees are combined) Share Class A: 1. 50% B: 1.40% C: 0.90% E: 1.50% J: [*]Up to 0.95% Service Fee A: 0.30% B: 0.25% C: N/A E: N/A J: N/A Custodian and Central Administration Agent Fee (not more than): Portfolio Turnover Rate**: All Share Classes N/A 0.40% [*]The Directors reserve the right to lower the Management Fees applicable to the J Share Class. Information about the Management Fees applicable to the J Share Class may be obtained free of charge and upon request from the registered office of the Company, the Distributor and on the website www.macquariefunds.com **(Turnover = [(Total1 Total2/M)] x 100 with Total1: Total of securities transactions during the relevant period = X + Y where X = purchases of securities and Y = sale of securities. Total2: total of transactions in shares of the Fund during the relevant period = S+T where S = subscriptions of shares of the Fund and T = redemptions of shares of the Fund. M = average monthly assets of the Fund]
Total Expense Ratio: N/A The Management Company, the Custodian and their appointees are entitled to recover reasonable out-of-pocket expenses incurred in the performance of their duties for the Fund out of the assets of the Fund. 9. Taxation Subject to the provisions contained in the Full Prospectus in the section "Taxation of the Company", the Company is not liable to any Luxembourg income tax. The Company is, however, liable in Luxembourg to a tax at a rate of 0.05% per annum of its net assets, except for classes of Shares which are reserved for Institutional Investors for which the tax rate is 0.01% per annum, such tax being payable quarterly on the basis of the net asset value of the Fund at the end of the relevant quarter. No stamp or other tax will be payable in Luxembourg on the issue of the Shares of the Company, except a once and for all tax of 1,250 Euro which was paid upon incorporation. No Luxembourg capital gains tax is payable on the realised capital appreciation of the assets of the Company. Income received by the Company from its investments may be subject to withholding tax at varying rates. Such withholding taxes are usually not recoverable. The Council of the EU has, on 3 June 2003, adopted Council Directive 2003/48/EC on taxation of savings income in the form of interest payments (the "EU Savings Directive"). The EU Savings Directive was implemented in Luxembourg by a law of 21 June 2005 (the "EU Savings Directive Law"). Under the EU Savings Directive Law, dividend and/or redemption proceeds from shares of the Fund paid to individuals may be subject to withholding tax or give rise to exchange of information with tax authorities. Whether the EU Savings Directive Law will be applicable in any particular case and the implications arising there from depend on various factors, such as the asset class of the Fund, the location of the paying agent used and the tax residence of the shareholders concerned. Although more details on the implications of the EU Savings Directive and the EU Savings Directive Law are contained in the Full Prospectus, investors should also seek advice from their financial or tax legal adviser. Further details and information on taxation are provided in the Full Prospectus. 10. Daily publication of Share price Share prices will be available at the registered office of the Company and at www.macquariefunds.com. 11. How to Buy/Sell Shares Dealing Days and Valuation Point: Each Business Day shall be a Dealing Day for the Fund. The Dealing Cut-Off Time is 12.00 pm (Luxembourg Time) on the relevant Dealing Day. Applications which are received prior to the Dealing Cut-Off Time will, if accepted, be dealt with on the basis of the Net Asset Value per Share of the relevant Class calculated in respect of that Dealing Day. Applications received after the Dealing Cut-Off Time on any Dealing Day will, if accepted, be dealt with on the basis of the Net Asset Value per Share of the relevant Class calculated in respect of the following Dealing Day. Dealing in Shares:, redemption and conversion requests should be made in the form as specified in the Full Prospectus or by facsimile or in writing to the Central Administration Agent in Luxembourg on any Business Day. Settlement for subscriptions is due in cleared funds for receipt on the Business Day on the Business Day preceding the Dealing Day. Settlement for redemptions will normally be made on or before the 4th Business Day following the Dealing Day on which the relevant Shares were redeemed.
Initial ; Holding ; and Additional / Redemption : Share Class Initial Holding Additional / Redemption Share Class Initial Holding Additional / Redemption A (USD) USD 100 USD 100 USD 100 C (USD) USD 1,000,000 USD 500,000 USD 50,000 A (EURO) EURO 100 EURO 100 EURO 100 C (EURO) EURO 1,000,000 EURO 500,000 EURO 50,000 A (SGD) SGD 100 SGD 100 SGD 100 C (SGD) SGD 1,000,000 SGD 500,000 SGD 50,000 A (CHF) CHF 100 CHF 100 CHF 100 C (CHF) CHF 1,000,000 CHF 500,000 CHF 50,000 A (GBP) GBP 100 GBP 100 GBP 100 C (GBP) GBP 1,000,000 GBP 500,000 GBP 50,000 B (USD) USD 250,000 USD 250,000 USD 50,000 E (USD) USD 2,000 USD 2,000 USD 1,000 B (EURO) EURO 250,000 EURO 250,000 EURO 50,000 J (YEN) YEN 100,000,000 YEN 100,000,000 YEN 1,000,000 B (SGD) SGD 250,000 SGD 250,000 SGD 50,000 B (CHF) CHF 250,000 CHF 250,000 CHF 50,000 B (GBP) GBP 250,000 GBP 250,000 GBP 50,000 12. Additional Important Information Legal Structure: Management Company: Investment Manager: Global Distributor Supervisory Authority: Central Administration Agent and Custodian: Sub-fund of Macquarie Fund Solutions, a Luxembourg investment company under Part I of the Luxembourg law of 20 December 2002 (as amended) ("UCITS") RBS (Luxembourg) S.A. Macquarie Investment Management Limited Macquarie Bank International Limited Commission de Surveillance du Secteur Financier, Luxembourg (CSSF) RBC Dexia Investor Services Bank S.A.
Auditor: Launch Date: PricewaterhouseCoopers S.à r.l. The Launch Date of any Share Class of the Fund will be decided via a resolution of the Directors, notice of which shall be provided to the CSSF and the Central Administration Agent prior to the Launch Date so decided. Information about the timing of the Initial Offer Period (if any) and the Launch Date for a Share Class of the Fund may be obtained free of charge and upon request from the registered office of the Company, the Distributor and on the website www.macquariefunds.com no later than on the eve of the projected beginning of the Initial Offer Period or the Launch Date (as applicable). For further information please contact the Central Administration Agent, RBC Dexia Investor Services Bank S.A.