Invesco US Senior Loan Fund

Transcription

1 P R O S P E C T U S relating to the offering and issue of Units in Invesco US Senior Loan Fund a Sub-Fund of Invesco Funds III a mutual investment umbrella fund organized under the laws of the Grand-Duchy of Luxembourg 5 July 2010 The Units referred to in this Prospectus are offered solely on the basis of the information contained in this Prospectus and in the reports referred to in this Prospectus. In connection with the offer hereby made, no person is authorised to give any information or to make any representations other than those contained in this Prospectus and the documents referred to in this Prospectus, and any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information contained in this Prospectus shall be solely at the risk of the purchaser. The sale of the Units in the Trust is restricted to well-informed investors within the meaning of the Luxembourg law of 13th February, 2007 (the 2007 Law) concerning specialised investment funds subscribing either on their own behalf or on behalf of wellinformed investors (as more fully described hereafter under RESTRICTIONS OF OWNERSHIP ). This Prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised. In particular: the Units in the Trust have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the 1933 Act ) or the laws of any state and may not be directly or indirectly offered or sold in the United States or to any United States Person (each as defined below), except in a transaction which does not violate United States securities laws and as discussed below (see Subscriptions by and Transfers to US Persons ). The Trust has not been 1

2 and will not be registered under the United States Investment Company Act of 1940 (as amended) (the 1940 Act ). In making an investment decision, Unitholders and prospective investors must rely on their own examination of the Invesco Funds III, any Sub-Fund and the Units and the terms of the offering, including the merits and risks involved. Unitholders and prospective investors should consult their own stockbroker, bank manager, solicitor, accountant or other financial adviser. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. Potential subscribers and purchasers of Units should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence, domicile and which might be relevant to the subscription, purchase, holding or disposal of Units. The Directors may arrange the offer and sale of a portion of the Units to accredited investors who are also qualified purchasers which are or could be deemed to be United States Persons in transactions which are exempt from registration requirements of the 1933 Act. The Directors may refuse an application for Units by or for the account or benefit of any U.S. Person or decline to register a transfer of Units to or for the account or benefit of any U.S. Person and may require the compulsory redemption or transfer of Units beneficially owned by any U.S. Person. See Subscriptions by and Transfers to U.S. Persons. Unitholders are also required to notify the Fund immediately in the event that they become a US Person and the Fund may, at its discretion, redeem or otherwise dispose of the Units to non US Persons. Applicants are also directed to the section entitled United States Taxation. DEFINITIONS All references to Trust in this Prospectus shall mean a reference to the mutual investment umbrella fund Invesco Funds III. All references to United States Person or US Person in this Prospectus shall mean, unless otherwise determined by the Management Company, a person resident in the US, a citizen of the US, a corporation, partnership or other entity created or organised in or under the laws of the US, an estate or trust treated as a resident of the US for income tax 2

3 purposes, or any person falling within the definition of the term US Person under Regulation S promulgated under the 1933 Act or in the 1940 Act; All references to Sub-Fund(s) in this Prospectus shall mean a reference to any or all, as appropriate, of the Sub-Funds created or to be created under the umbrella of Invesco Funds III. All references to Invesco US Senior Loan Fund in this Prospectus shall mean a reference to a Sub-Fund of Invesco Funds III created under the denomination of Invesco US Senior Loan Fund. All references to Unit(s) in this Prospectus shall mean a reference to any or all, as appropriate, of units issued or to be issued in any or all of the Sub-Funds. All references in the Prospectus: - to U.S.$, USD and to U.S. Dollars shall mean references to the currency of the United States of America; - to GBP, and to Sterling shall mean references to the currency of the United Kingdom; - to EUR and to Euro shall mean references to the currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Economic Community (signed in Rome on 25th March 1957), as amended by the Treaty on European Union (signed in Maastricht on 7th February 1992); and - to JPY or Yen shall mean references to the currency of Japan. 3

4 TABLE OF CONTENTS Page THE TRUST 7 THE SUB-FUND(S) 8 INVESTMENT POLICY OF THE SUB-FUND(S) 9 MANAGEMENT OF THE TRUST 9 CUSTODY OF ASSETS 9 ADMINISTRATION 10 MANAGEMENT REGULATIONS 11 INVESTMENT RESTRICTIONS 11 FORM OF UNITS 16 ISSUE OF UNITS 17 RESTRICTIONS OF OWNERSHIP 19 SUBSCRIPTIONS BY AND TRANSFERS TO U.S. PERSONS 20 REPURCHASE OF UNITS 22 CONVERSION OF UNITS 22 DETERMINATION OF THE NET ASSET VALUE OF UNITS 23 FUND TRANSACTIONS 25 VALUATION OF THE ASSETS 27 4

5 SUSPENSION OF THE DETERMINATION OF THE NET ASSET VALUE OF UNITS 28 FEES AND EXPENSES 29 AUDITORS 30 DISTRIBUTIONS 30 APPLICABLE LAW AND JURISDICTION 30 GOVERNING LANGUAGE 31 TAX STATUS 31 ACCOUNTING YEAR 36 UNITHOLDERS' INFORMATION 36 DOCUMENTS AVAILABLE FOR INSPECTION 37 APPENDIX I 38 5

6 Address of the Trust 19, rue de Bitbourg, L-1273 Luxembourg Management Company Invesco Management S.A., 19 Rue Bitbourg, L-1273 Luxembourg Directors of the Management Company Leslie Schmidt (Chairperson), General Manager Invesco Global Asset Management Limited and Head of Global Fund Accounting, Invesco Carsten Majer, Chief Marketing Officer CE, Invesco Germany John Rowland, Head of Investment Operations, Invesco Jan Hochtritt, Head of Global Products, Invesco Oliver Carroll, Head of Finance, Invesco Ireland Custodian State Street Bank Luxembourg S.A., 49, avenue JF Kennedy, L-1855 Luxembourg Registrar and Transfer Agent, Administrative Agent, Paying Agent and Corporate Agent State Street Bank Luxembourg S.A., 49, avenue JF Kennedy, L-1855 Luxembourg Auditor of the Trust PricewaterhouseCoopers S.àr.l., 400, route d'esch, L-1471 Luxembourg Principal Distributor Invesco Management S.A., 19 Rue Bitbourg, L-1273 Luxembourg Independent Auditor of the Management Company Ernst & Young S.A., 7, Parc d'activite Syrdall, L-5365 Munsbach, B.P. 780, L-2017 Luxembourg Legal Advisers in Luxembourg Elvinger, Hoss & Prussen, 2, Place Winston Churchill, B.P. 425, L-2014 Luxembourg 6

7 THE TRUST Invesco Funds III (the Trust ) organized in and under the laws of the Grand-Duchy of Luxembourg as a mutual investment umbrella fund ( fonds commun de placement ), is an unincorporated (contract type) co-proprietorship of transferable securities and other assets ( securities ) including loans and similar types of investments, managed in the interest of its co-owners (the Unitholders ) by Invesco Management S.A. (the Management Company ), a company incorporated under the laws of Luxembourg and having its registered office in Luxembourg. The assets of the Trust are segregated from those of the Management Company and from those of other investment funds managed by the Management Company. The Trust may issue different classes (the Class ) of Units corresponding to different portfolios of investments (the Sub-Fund(s) ), the issue proceeds of which will be separately invested pursuant to investment policies fixed by the Board of Directors of the Management Company for each Sub-Fund. The Trust is managed by the Management Company in accordance with Management Regulations which became effective on 31 st August, 1999 (the Management Regulations ) and which were published on 24 th September, 1999 in the Mémorial, Recueil des Sociétés et Associations (the Mémorial ). Amendments to the Management Regulations were published in the Mémorial on 14 th August, 2000, on 21 st October, 2003, on 15 December 2004, on 21 July 2006, on 16 March 2007, on 3 December 2007, on 16 December 2008, on 11 September 2009, on 11 November The latest amendments to the management regulations by which, amongst other changes, the name of the Trust hast been changed to Invesco Funds III will be published on 2 July The consolidated Management Regulations are deposited with the Registre de Commerce et des Sociétés, Luxembourg, where they may be inspected and copies obtained. The Trust has been established for an undetermined period. The Trust may be dissolved at any time by agreement between the Management Company and the Custodian (as defined in this Prospectus). The Trust will be dissolved in any cases required under Luxembourg law. Any notice of dissolution will be published in the Mémorial and in at least two newspapers with appropriate distribution, at least one of which must be a Luxembourg newspaper. In the event of dissolution, the Management Company will realize the assets of the Trust in the best interests of the Unitholders, and the Custodian, upon instructions given by the Management Company, will distribute the net proceeds of liquidation (after deducting all liquidation expenses) among the Unitholders in proportion to the Units held. As provided by Luxembourg law, the proceeds of liquidation corresponding to Units not surrendered for repayment will be kept in safe custody with the Luxembourg Caisse de Consignation until the prescription period has elapsed. As soon as any circumstance leading to the state of liquidation of the Trust arises, issue of the Units is prohibited on penalty of nullity. 7

8 The redemption of Units remains possible provided the equal treatment of Unitholders can be ensured. The liquidation of the Trust or a Sub-Fund may not be requested by a Unitholder, or by his heir or beneficiary. THE SUB-FUND(S) The information concerning existing Sub-Funds is disclosed in the relevant Appendices. At the date of this Prospectus, Invesco US Senior Loan Fund is the only existing Sub- Fund. The Management Company may, from time to time, with the consent of the Custodian, create new Sub-Funds by updating this Prospectus by further Appendices or otherwise. The ownership of a Unit in a Sub-Fund affords the Unitholder the opportunity of having his investment spread over the whole range of securities and other assets including loans and similar types of investments held by such Sub-Fund. All Units of a Sub-Fund have equal rights as to dividends and repurchase and proceeds in a liquidation. The Management Regulations do not provide for meetings of Unitholders. By agreement between the Management Company and the Custodian, (i) a Sub-Fund may be liquidated at any time and Unitholders of such Sub-Fund will be allocated the net sales proceeds of the assets of the Sub-Fund or (ii) if two or more Sub-Funds exist, a Sub-Fund may be liquidated at any time and Units of another Sub-Fund may be allocated to the Unitholders of the Sub-Fund to be liquidated against contribution in kind of the assets of such Sub-Fund (to be valued by a report of the auditor of the Trust) to the other Sub-Fund provided that the assets of the Sub-Fund to be liquidated are in compliance with the investment policy and the Investment Restrictions (as defined in the section INVESTMENT RESTRICTIONS ) of the Sub-Fund to which they are contributed and (iii) a Sub-Fund may be liquidated at any time and its assets may be contributed to another sub-fund of another undertaking for collective investment against allocation of units/shares of such other sub-fund to Unitholders of the Sub-Fund. A liquidation and contribution as contemplated in (ii) above can only be made if such liquidation is justified by the size of the liquidated Sub-Fund, by a change of the economical or political situation affecting the Sub-Fund or for any other reason to assure the best interest of the Unitholders concerned. In case of liquidation as described in (i) above, the effective date of the liquidation will be notified to Unitholders by mail or by fax. 8

9 In case of liquidation and contribution of a Sub-Fund as described in (ii) or (iii) above, all Unitholders of the Sub-Fund concerned will receive one month's prior notice of such liquidation by mail. Until the effective date of the liquidation of a Sub-Fund, Unitholders may continue to repurchase their Units at the applicable Net Asset Value reflecting provisions made to cover expenses resulting from the liquidation of such Sub-Fund. INVESTMENT POLICY OF THE SUB-FUND(S) The specific investment policy, investment objectives and investment guidelines of each Sub-Fund are described in the relevant Appendices. There can be no guarantee that the investment policy, investment objectives or investment guidelines of any Sub-Fund will be met. MANAGEMENT OF THE TRUST The Management Company, the main shareholder of which is Invesco International Holdings Ltd, was incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg on 19th September 1991 and its articles of incorporation are deposited with the Luxembourg Registre de Commerce et des Sociétés. The Management Company is approved as a management company regulated by chapter 13 of the 2002 Law. At the date of this Prospectus, its capital amounts to USD 3,840,000. The Trust is an unincorporated co-proprietorship of all its securities and other assets including loans and similar types of investments. For this purpose, it is managed in the interest of the Unitholders by the Management Company. The latter may undertake on behalf of the Trust and of the Unitholders any act of administration and management, including the purchase, sale, subscription and exchange of any securities, and exercise all rights directly or indirectly related to the Trust's assets as at the date of this Prospectus. The Management Company may also be involved in the creation, administration and management of other mutual investment funds. The Board of Directors of the Management Company is responsible for the management of the Trust. Subject to its overall responsibility, control and supervision, the Management Company may delegate the day-to-day management of the investments of the Sub-Funds to the Investment Adviser(s), as more fully described in the relevant Appendix of each Sub-Fund. CUSTODY OF ASSETS 9

10 State Street Bank Luxembourg S.A., having its registered office at 49, avenue JF Kennedy, L-1855 Luxembourg, has been appointed Custodian of the Trust. State Street Bank Luxembourg S.A. is a bank organized as a société anonyme in and under the laws of the Grand Duchy of Luxembourg in January, Its authorised, subscribed and fully paid-in capital as at 31 December 2009 amounted to EUR 65,000,325. The Custodian or the Management Company may terminate the appointment of the Custodian at any time upon 90 days' written notice delivered by the one to the other. In the event of termination of the appointment of the Custodian, the Management Company will use its best endeavours to appoint within two months of such termination, a new custodian who will assume the responsibilities and functions of the Custodian under the Management Regulations. Pending the appointment of a new custodian, the Custodian shall take all necessary steps to ensure good preservation of the interests of the Unitholders. After termination as aforesaid, the appointment of the Custodian shall continue thereafter for such period as may be necessary for the transfer of all assets of the Trust to the new custodian. The Custodian shall assume its functions and responsibilities in accordance with the 2007 Law concerning specialised investment funds. All cash, securities and other assets including loans and similar types of investments constituting the assets of the Trust shall be held by or to the order of the Custodian on behalf of the Unitholders of the Trust. The Custodian may entrust banks and financial institutions with the custody of such securities held at the Custodian. The Custodian may hold securities in accounts with such clearing houses as it may determine. The Custodian may only dispose of the assets of the Trust and make payments to third parties on behalf of the Trust on receipt of instructions from the Management Company or its appointed agents. Upon receipt of instructions from the Management Company or its appointed agents, the Custodian will carry out all disposals with respect to the Trust's assets, provided such instructions conform with the Management Regulations and applicable provision of law. ADMINISTRATION State Street Bank Luxembourg S.A. is also responsible for the general administrative functions required by Luxembourg law and for the processing of the issue and repurchase of Units, the calculation of the Net Asset Value of the Units of each Sub-Fund and the maintenance of accounting records. State Street Bank Luxembourg S.A. also acts as paying agent of the Trust. 10

11 MANAGEMENT REGULATIONS By acquiring Units in any Sub-Fund, every Unitholder approves and fully accepts that the Management Regulations of the Trust shall govern the relationship between the Unitholders, the Management Company and the Custodian. Subject to the approval of the Custodian, the Management Regulations may be amended at any time, in whole or in part. Amendments will, unless otherwise specified, become effective upon their execution by the Custodian and the Management Company, subject to any regulatory clearance and necessary registration and deposits. INVESTMENT RESTRICTIONS Unless otherwise provided for in the relevant Appendix of a Sub-Fund, the investment restrictions set forth hereafter (the General Investment Restrictions ) shall apply. In addition to the General Investment Restrictions, the Management Company may adopt specific investment restrictions for each Sub-Fund, which shall be disclosed in the relevant Appendix of each Sub-Fund (the Specific Investment Restrictions, together with the General Investment Restrictions, Investment Restrictions ). While managing the assets of the Sub-Funds, the Management Company, or its appointed agents, shall comply with the following restrictions: 1) The Management Company may not, on behalf of a Sub-Fund, invest in securities or other assets including loans and similar types of investments of any one issuer or Borrower (as defined in the relevant Appendix), if the value of the holdings of a Sub-Fund in the securities or other assets including loans and similar types of investments of such issuer or Borrower exceeds 10% of such Sub-Fund's total net assets, except that such restriction shall not apply to securities or other assets including loans and similar types of investments issued or guaranteed by Member States of the Organization for Economic Cooperation and Development ( OECD ) or their local authorities or public international bodies with European Union ( EU ), regional or world-wide scope. 2) The Management Company may not invest, on behalf of any Sub-Fund, in securities or other assets including loans and similar types of investments of any single issuer or Borrower if, as a result of such investment, the Trust owns more than 15% of any class of securities or other assets including loans and similar types of investments issued by any single issuer or Borrower. This restriction shall not apply to securities or other assets including loans and similar types of investments issued or guaranteed 11

12 by Member States of the OECD or their local authorities or public international bodies with EU, regional or world-wide scope. 3) The Management Company may not make investments for the purpose of exercising control or management. 4) The Management Company may invest up to 30% of the net assets of a Sub-Fund in shares or units of other collective investment funds of open-ended or closed-end type provided that investments in one single collective investment fund may not exceed 20% of the net assets of the Sub-Fund. 5) The Management Company may not purchase, on behalf of a Sub-Fund, real estate except that it may purchase and sell, on behalf of a Sub-Fund, securities or other assets including loans and similar types of investments that are secured by real estate or interests therein or issued by companies which invest in real estate or interests therein. 6) The Management Company may not, on behalf of a Sub-Fund, enter into transactions involving commodities, commodity contracts or securities representing merchandise or rights to merchandise and for the purposes hereof commodities includes precious metals, except that it may purchase and sell, on behalf of a Sub- Fund, securities or other assets including loans and similar types of investments that are secured by commodities and securities or other assets including loans and similar types of investments of companies which invest or deal in commodities. 7) The Management Company may not, on behalf of a Sub-Fund, purchase any securities on margin (except that it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities) or make short sales of securities or maintain a short position, except that it may make initial and maintenance margin deposits in respect of futures and forward contracts (and options thereon). 8) The Management Company may not, on behalf of a Sub-Fund, borrow more than an aggregate of 10% of the net assets of such Sub-Fund, provided that such borrowings are made only on a temporary basis; further, the Management Company may not invest, on behalf of a Sub-Fund, more than 10% of the total assets of such Sub-Fund in partly paid securities. 9) The Management Company may not mortgage, pledge, hypothecate or in any manner transfer as security for indebtedness, any securities or other assets including loans and similar types of investments owned or held by a Sub-Fund, except as may be necessary in connection with borrowings mentioned in restriction 8) above, and provided that the purchase or sale of securities or other assets including loans and 12

13 similar types of investments on a when-issued or delayed-delivery basis, and collateral arrangements with respect to the writing of options or the purchase or sale of forward or future contracts or swap contracts are not deemed the pledge of the assets. 10) Unless otherwise disclosed in the relevant Appendix of a Sub-Fund, the Management Company may not, on behalf of a Sub-Fund, invest more than 25% of the net assets of such Sub-Fund in securities which are not traded on an official stock exchange or other regulated market, except that such restriction shall not apply to securities issued or guaranteed by Member States of the OECD or their local authorities or public international bodies with EU, regional or world-wide scope; provided however that this restriction shall not apply to money market instruments which are traded regularly. 11) The Management Company may not use the securities and other assets including loans and similar types of investments of a Sub-Fund to underwrite or subunderwrite any securities or other assets including loans and similar types of investments, except to the extent that, in connection with the disposition of securities or other assets including loans and similar types of investments in the portfolio of the Sub-Fund, it may be deemed to be an underwriter under applicable securities laws. 12) The Management Company may employ, on behalf of a Sub-Fund, techniques and instruments relating to transferable securities under the conditions and within the limits laid down by law, regulation or administrative practice provided that such techniques or instruments are used for the purpose of efficient portfolio management. With respect to options, and unless not otherwise disclosed in the relevant Appendix of a Sub-Fund: a) the Management Company may not invest, on behalf of a Sub-Fund, in put or call options on securities unless: i) such options are quoted on a stock exchange or dealt in on a regulated market; and ii) the acquisition price of such options does not exceed, in terms of premiums, 15% of the net assets of such Sub-Fund; b) the Management Company may not sell, on behalf of a Sub-Fund, call options on securities which it does not hold, except that the Management Company may, on behalf of a Sub-Fund, sell uncovered call options provided that the aggregate of the exercise prices of such uncovered call options does not exceed 25% of the net assets of the relevant Sub-Fund and the Management 13

14 Company is at any time in a position to ensure the coverage of the position taken as a result of the sale of such options; c) the Management Company, on behalf of a Sub-Fund, may not write put options on securities unless such Sub-Fund holds sufficient liquid assets to cover the aggregate of the exercise prices of such options written. 13) Unless otherwise disclosed in the Appendix of a Sub-Fund, the Management Company shall not, on behalf of a Sub-Fund, acquire or deal in forward currency contracts except that the Management Company may, for the purpose of hedging currency risks, enter into swap contracts and forward currency contracts or write call options and purchase put options on currencies provided however that: a) these transactions may only concern contracts which are traded on a regulated market operating regularly, being recognized and open to the public except that the Management Company may, on behalf of a Sub-Fund, also enter into forward sales of currencies or exchange currencies on the basis of private agreements with highly rated financial institutions specialising in this type of transaction; b) the transactions made for a Sub-Fund in one currency may in principle not exceed the valuation of the aggregate assets of such Sub-Fund denominated in that currency nor exceed the period during which such assets are held; provided however that this limitation shall not be applicable to hedging transactions intended to preserve the value of Units. The Management Company may, on behalf of each Sub-Fund, purchase the currency concerned through a cross transaction (entered into through the same counterpart) should the cost thereof be more advantageous to the Sub-Fund concerned. 14) The Management Company shall not deal, on behalf of a Sub-Fund, in financial futures, except that: a) for the purpose of hedging the risk of the fluctuation of the value of the securities and other assets including loans and similar types of investments the Management Company, on behalf of a Sub-Fund, may have outstanding commitments in respect of financial futures sales contracts not exceeding the corresponding risk of fluctuation of the value of the corresponding portion of such Sub-Fund's portfolio; and b) for the purpose of efficient portfolio management the Management Company, on behalf of a Sub-Fund, may enter into financial futures purchase contracts in order to facilitate changes in the allocation of such securities and other assets including loans and similar types of investments held by the Sub-Fund 14

15 between markets or in anticipation of or in a significant market sector advance, provided that sufficient cash, short dated debt securities or instruments (other than the liquid assets referred to in General Investment Restriction 12c) above), or securities to be disposed of at a predetermined value exist within such Sub-Fund to match the underlying exposure of any such futures positions. 15) The Management Company shall not deal, on behalf of a Sub-Fund, in index options except that: a) for the purpose of hedging the risk of the fluctuation of securities and other assets including loans and similar types of investments held by the Sub-Fund, the Management Company, on behalf of such Sub-Fund, may sell call options on stock indexes or acquire put options on stock indexes. In such event the value of the underlying securities included in the relevant stock index option shall not exceed, together with outstanding commitments in financial futures contracts sold for the same purpose, the aggregate value of the portion of the securities and other assets including loans and similar types of investments in the portfolio of the Sub-Fund to be hedged; and b) for the purpose of the efficient management of securities and other assets including loans and similar types of investments held by the Sub-Fund, the Management Company, on behalf of such Sub-Fund, may acquire call options on stock indexes mainly in order to facilitate changes in the allocation of the Sub-Fund's assets between markets or in anticipation of or in a significant market sector advance, provided the value of the underlying securities included in the relevant stock index options is covered by cash, short dated debt securities and instruments (other than the liquid assets which may have to be held by a Sub-Fund pursuant to General Investment Restrictions 12c) and 14b) above) or securities or other assets including loans and similar types of investments to be disposed of at predetermined prices; provided however that the aggregate acquisition cost (in terms of premiums paid) of options on securities and index options purchased by the Management Company, on behalf of such Sub-Fund, shall not exceed 15% of the net assets of such Sub-Fund. 16) The Management Company may, on behalf of a Sub-Fund, sell interest rate futures contracts for the purpose of achieving a global hedge against interest rate fluctuations. It may also for the same purpose write call options or purchase put options on interest rates or enter into interest rates swaps by private agreement with highly rated financial institutions specialising in this type of transaction. The aggregate of the commitments relating to future contracts, options and swap transactions on interest rates may not exceed the aggregate estimated market value of 15

16 the assets to be hedged and held by a Sub-Fund in the currency corresponding to those contracts. 17) The Management Company need not comply with the investment limit percentages laid down above and in the relevant Appendix of a Sub-Fund when exercising subscription rights attached to securities which form part of the assets of a Sub-Fund. If such percentages are exceeded for reasons beyond the control of the Management Company or as a result of the exercise of subscription rights, the Management Company must adopt as a priority objective for its sales transactions for the Sub- Fund concerned the remedying of that situation, taking due account of the interests of the relevant Sub-Fund's Unitholders. 18) The Management Company, acting on behalf of the Sub-Funds, shall not sell, purchase or loan securities or other assets including loans and similar types of investments, or receive loans, to or from (a) the Management Company, (b) its affiliated companies, (c) any director of the Management Company or its affiliated companies or (d) any major shareholder thereof (meaning a shareholder who holds, on his own account whether in his own or other name (as well as a nominee's name), 10% or more of the total issued outstanding shares of such a company) acting as principal or for their own account unless the transaction is made within the restrictions set forth hereabove, and, either (i) at a price determined by current publicly available quotations, or (ii) at competitive prices or interest rates prevailing from time to time, on internationally recognized securities markets or internationally recognized money markets. 19) The Management Company, on behalf of a Sub-Fund, may not grant loans or act as guarantor in favour of third parties. 20) With respect to General Investment Restrictions 12), 13), 15), and 16), the options in which the Sub-Funds may invest, must be OTC options entered into with first class financial institutions specialising in this type of transaction. 21) The Management Company may from time to time impose further investment restrictions as shall be compatible with or in the interests of the Unitholders, in order to comply with the laws and regulations of the countries where the Units of the Sub- Funds are placed. FORM OF UNITS The Management Company shall issue, for each Sub-Fund, Units in registered form only. 16

17 Confirmations of Unitholding shall be delivered by the Registrar and Transfer Agent provided that payment therefore has been received by the Custodian. No certificate for Units will be issued. All Units within each Sub-Fund have equal rights and privileges. Each Unit of each Sub- Fund is, upon issue, entitled to participate equally with all other Units of such Sub-Fund in any distribution upon declaration of dividends in respect of such Sub-Fund or upon liquidation of the Sub-Fund. ISSUE OF UNITS Units of a Sub-Fund are issued by the Management Company on the Dealing Day as defined in the relevant Appendix of that Sub-Fund. Fractional Units may be issued. The prices of Units (or where applicable the prices of a Class of Units) of the Trust are determined on a forward basis. This means that it is not possible to know in advance the Net Asset Value per Unit (or where applicable the Net Asset Value per Class of Units) at which Units will be bought and sold (exclusive of any sales charges). The Net Asset Value per Unit (or where applicable the Net Asset Value per Class of Units) is calculated at the valuation point as determined by the Management Company for a relevant Sub-Fund from time to time following the Cut-Off Time (as defined in the relevant Appendix of a Sub- Fund) by which applications for Units must be received on a Dealing Day by the Transfer Agent in order to be processed on the next Dealing Day. Please see the relevant Appendix for more details on the issue of Units of each Sub-Fund. If the Management Company determines that it would be detrimental to the existing Unitholders to accept a cash application for Units of the relevant Sub-Fund which, either singly or when aggregated with other applications so received on any Dealing Day (the First Dealing Day ) represents more than 10% of the relevant Sub-Fund, the Management Company may decide that all or part of such applications for Units be deferred until the next Dealing Day so that not more than 10% of the Net Asset Value of the relevant Sub-Fund be subscribed for on the First Dealing Day. If the Management Company decides to defer all or part of such application, the applicant shall be informed prior to the deferral taking place. To the extent that any application is not given full effect on such First Dealing Day by virtue of the exercise of the power to pro-rate applications, it shall be treated with respect to the unsatisfied balance thereof as if a further request had been made by the Unitholder in respect of the next Dealing Day and, if necessary, subsequent Dealing Days, until such application shall have been satisfied in full. With respect to any application received in respect of the First Dealing Day, to the extent that subsequent applications shall be received in respect of following Dealing Days, such later applications shall be postponed until after the satisfaction of applications relating to the 17

18 First Dealing Day, but subject thereto shall be dealt with as set out in the preceding sentence. The Trust s Funds are not designed for investors with short term investment horizons. Activities which may adversely affect the interests of the Trust s Unitholders (for example that disrupt investment strategies or impact expenses) are not permitted. Specifically, market timing is not permitted. Whilst recognising that Unitholders may have legitimate needs to adjust their investments from time to time, the Management Company in its discretion may, if it deems such activities adversely affect the interests of the Trust s Unitholders, take action as appropriate to deter such activities. Accordingly if the Management Company determines or suspects that a Unitholder has engaged in such activities, it may suspend, cancel, reject or otherwise deal with that Unitholder s subscription or conversion applications and take any action or measures as appropriate or necessary to protect the Trust and its Unitholders. Such measures may include the imposition of a redemption fee on the redemption proceeds of Unitholders whom the Management Company has determined to have engaged in such activities or the imposition of limitations on the number of conversions of Units between Sub-Funds (where conversions are permitted). The Management Company intends that the Trust and its distributors shall comply, with respect to the issuing of Units, with the laws and regulations of the countries where Units are offered. The Management Company may, at its discretion, discontinue temporarily, cease definitely or limit the issue of Units at any time to persons or corporate bodies resident or established in certain countries or territories. The Management Company may prohibit certain corporate bodies from acquiring Units, if such a measure is necessary for the protection of the Unitholders as a whole and the Trust. The Management Company may: (a) (b) reject at its discretion any application for purchase of Units; repurchase at any time the Units held by Unitholders who are excluded from purchasing or holding Units, in particular, the Management Company may proceed to compulsory repurchase of the Units : - held by the persons whose activities may adversely affect the Trust s Unitholders (for example that disrupt the investment strategies or impact expenses) in order to protect the Unitholders as a whole and the Trust; 18

19 - held by the persons who cease to qualify as well-informed investors (as defined in the Prospectus) or held by the well-informed investors who hold the Units on behalf of a person who cease to qualify as well-informed investor; and - held by the U.S. Persons or beneficially owned by U.S. Persons, under the conditions described in the section Subscriptions by and Transfers to U.S. Persons. The procedure applicable to the compulsory repurchase of Units is described in the Management Regulations. Investors should note that while receipt of identification documents are pending, all transactions may be rejected or delayed. Except as described in the section below, Subscription by and Transfers to US Persons, none of the Units may be offered or sold, directly or indirectly, in the US, or to any US Person. RESTRICTIONS OF OWNERSHIP The Trust has been organized under the 2007 Law concerning specialised investment funds. The sale of Units of the Trust is restricted to well-informed investors. The well-informed investors (hereafter referred to as well-informed investors ) are defined by the 2007 Law as follows: (a) institutional investors and professional investors; and (b) any other investors who have declared in writing that they adhere to the status of well-informed investor and either: (i) invest at least EUR 125,000 in the Units of the Trust; or (ii) benefits from the certification from a credit institution within the meaning of Directive 2006/48/EC, an investment company within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC certifying their expertise, experience and knowledge to appreciate in an adequate way the investment made in the Units of the Trust. The Management Company will not issue Units to persons or companies who may not be considered well-informed investors. Further, the Management Company will not give effect to any transfer of Units which would result in a non-well-informed investor becoming a Unitholder in the Trust. 19

20 The Management Company will refuse the issue of Units or the transfer of Units, if there is not sufficient evidence that the person or company to which the Units are sold or transferred is a well-informed investor. SUBSCRIPTIONS BY AND TRANSFERS TO U.S. PERSONS Except as described below, none of the Units may be offered or sold, directly or indirectly, in the U.S. or to any U.S. Person. The Management Company may authorise the purchase by or transfer of Units to or on behalf of a U.S. Person if: (i) (ii) such purchase or transfer does not result in a violation of the 1933 Act or the securities laws of States of the U.S.; such purchase or transfer would not require the Trust to register under the 1940 Act; and, (iii) there will be no adverse regulatory, tax or fiscal consequences to the Trust or its Unitholders as a result of such a purchase or transfer. Each applicant for Units who was offered Units in the United States or who is or could be deemed to be a U.S. Person will be required to provide such representations, warranties or documentation as may be required by the Management Company to ensure that such requirements are met prior to approval of such sale or transfer by the Management Company. The Management Company may determine from time to time the number of U.S. Persons who may be admitted into the Trust. The Management Company have determined to permit the private sale of Units in the United States or to U.S. Persons to accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act) who are also qualified purchasers (as defined in Section 2(a)(51) of the 1940 Act) under restrictions and other circumstances designed to preclude any requirement to register the Units under the 1933 Act or any securities law of any state of the United States, or to prevent the Trust from becoming subject to the registration requirements of the 1940 Act, including presentation by such investors, prior to the delivery to them of Units, of a letter containing specified representations and agreements. The Management Company may refuse an application for Units by or for the account or benefit of any U.S. Person or decline to register a transfer of Units to or for the account or benefit of any U.S. Person and may require the compulsory redemption or transfer of Units beneficially owned by any U.S. Person. Unitholders are also required to notify the Trust immediately in the event that they become a U.S. Person and the Trust may, at its discretion, redeem or otherwise dispose of the 20

21 Units to non U.S. Persons. Unitholders and prospective Unitholders are also directed to the section entitled United States Taxation. ERISA Issues The U.S. Employee Retirement Income Security Act of 1974, as amended ( ERISA ), imposes certain requirements with respect to employee benefit plans (as defined in Section 3(3) of ERISA) subject to ERISA and Section 4975 of the Code imposes certain requirements with respect to plans and arrangements subject thereto (each, a Plan ) and on persons and entities that are fiduciaries (as defined in Section 3(21) of ERISA) with respect to such Plans. If at any time Units representing 25% or more in the value of any class of equity (excluding Units held by certain persons with control over, or who provide advice regarding, Trust assets, and their affiliates, Controlling Persons ) are owned by benefit plan investors, as defined in Section of the U.S. Department of Labor Regulations under ERISA (the Plan Asset Regulations ), (i) Trust assets may be deemed to be assets of any Plan which invests in Units of the Trust, (ii) the Custodian, the Investment Manager and other persons and entities with authority over the Trust may be considered fiduciaries with respect to such Plans, and (iii) under certain circumstances, fiduciaries of an investing Plan could be liable for any ERISA violations by the Custodian, the Investment Manager or other persons and entities with authority over the Trust. More generally, the liabilities, obligations and other responsibilities of Plan sponsors, various Plan fiduciaries and administrators and parties in interest and disqualified persons (as defined under ERISA and the Code) under Parts 1 and 4 of Subtitle B of Title I of ERISA and Section 4975 of the Code, as applicable, may be expanded and increased, except to the extent (if any) that a favorable statutory or administrative exemption or exception applies. Assurances will be required from investors that are Plans to the effect that the purchase and holding of Units do not and will not constitute, result in or otherwise involve a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or, in the case of such another plan, a violation of any such substantially similar law. Currently, the Trust may accept a purchase of Units by or approve a transfer of Units to benefit plan investors (as determined under the Plan Asset Regulations). However, the amount of investments by benefit plan investors accepted by any Class of Units of a Sub- Fund of the Trust shall be limited to less than 25% of the assets of that Class of Units (the 25% Threshold ), so that the Trust s assets shall not be subject to regulation under ERISA. The Trust may require one or more holders of a Class of Units that are benefit plan investors to redeem a portion of their Units if, due to redemptions by other investors, the Trust regards there to be a risk that the 25% Threshold may be breached either immediately, or in the near future. In order to ensure that the 25% Threshold is not breached the Trust may, in its discretion, manage the size of investment by benefit plan investors in a particular Class of Units of a Sub-Fund to a lower level than 25%. Assurances will be required of all investors as to whether they are or may be benefit plan investors. 21

22 Employee benefit plans which are not subject to ERISA, including for example governmental and non-u.s. plans, may be subject to laws regulating employee benefit plans other than ERISA. Such plans should conclude that an investment in the Trust would satisfy all such laws before making such an investment (and, as indicated above, may be required to make certain assurances to the Trust). As the Trust restricts investors in Units to non-u.s. Persons and to U.S. Persons that are either qualified eligible persons as defined in Commodities Futures Trading Commission Rule 4.7(a)(2) or accredited investors as defined in Rule 501(a) (1)-(3), (a)(7) or (a)(8), each of the Trust and its Investment Manager is exempt from registration as a commodities pool operator ( CPO ) and, unlike a registered CPO, is not required to deliver a disclosure document and a certified annual report to investors in Units. The Units will be issued in registered form only. All investors purchasing in the United States private placement will be required to provide the Trust with a duly completed and executed IRS Form W-9 or other IRS form (for example W-8BEN or W-8ECI) and update such form as necessary to avoid backup withholding on amounts received in respect of their investment in the Trust. REPURCHASE OF UNITS Unitholders may request the repurchase of their Units, the conditions under which are specified for every Sub-Fund in the relevant Appendix, as more fully described in such Appendix. Any applicable repurchase fee will be disclosed for each Sub-Fund in the relevant Appendix. The Management Company may decide to proceed to compulsory repurchase of Units in the circumstances and conditions set out in the section entitled Issue of Units of this Prospectus. In particular, the Management Company may require the compulsory redemption or transfer of Units beneficially owned by any U.S. Person or benefit plan investor. The procedure applicable to the compulsory repurchase of Units is described in the Management Regulations. Unitholders should note that while receipt of identification documents as required pursuant to the Management Company s Anti-Money Laundering Obligations are pending, redemption proceeds cannot be remitted to Unitholder. Investors should refer to the section entitled Repurchase of Units in the relevant Appendix for more information about redemptions of Units of each Sub-Funds. CONVERSION OF UNITS 22

23 Units of one Sub-Fund may not be converted to Units of another Sub-Fund. Units of one Class may be converted to Units of another Class subject to the approval of the Management Company. DETERMINATION OF THE NET ASSET VALUE OF UNITS The Net Asset Value per Unit or per Class of Units, as the case may be, of each Sub-Fund is determined in accordance with this Prospectus on every Dealing Day for the relevant Sub-Fund. The Net Asset Value per Unit or per Class of Units, as the case may be, of each Sub-Fund is determined by dividing the value of all the securities and other assets including loans and similar types of investments of the Sub-Fund (allocated to such Class of Units where applicable) less the value of the liabilities of the Sub-Fund (allocated to such Class of Units where applicable) by the total number of Units or Units of such Class outstanding at any Dealing Day. The Net Asset Value per Unit (and where applicable the Net Asset Value per Class of Units) of each Sub-Fund is determined by or at the direction of the Management Company and will be notified to Unitholders after the relevant Dealing Day within the timeframe specified in the relevant Appendix, as well as being made available at the offices of the Management Company and the Custodian. The assets and liabilities of each Sub-Fund shall be determined for each Sub-Fund in the following manner: (a) the proceeds from the issue of Units of each Sub-Fund shall be applied in the books of the Trust to that Sub-Fund and the assets and liabilities and income and expenditure attributable thereto shall be applied to such Sub-Fund subject to the provisions of the relevant article of the Management Regulations; (b) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Trust to the same Sub-Fund as the assets from which it was derived and on each revaluation of an asset, the increase or diminution in value shall be applied to the relevant Sub-Fund; (c) in the case where any asset or liability of the Trust cannot be considered as being attributable to a particular Sub-Fund, such asset or liability shall be allocated to all the Sub-Funds pro rata to the respective Net Asset Values of the relevant Sub-Funds; 23