Overseas distribution No action has been taken to register or qualify the offer of Units under this PDS, or to otherwise permit a public offering of Units, in any jurisdiction outside Australia and New Zealand. Offer only made where lawful to do so The distribution of this PDS in jurisdictions outside Australia and New Zealand may be restricted by law. This PDS does not constitute an offer in any place in which, or to whom, it would not be lawful to make such an offer. Persons into whose possession this document comes should inform themselves about and observe any restrictions on acquisition or distribution of the PDS. Any failure to comply with these restrictions may constitute a violation of securities laws. New Zealand This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Aust) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. This offer and the content of the PDS are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Aust) and the regulations made under that Act set out how the offer must be made. There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products. Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian financial products is not the same as for New Zealand financial products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you
expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand. The dispute resolution process described in this offer document is available only in Australia and is not available in New Zealand. Hong Kong The contents of this PDS have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this PDS, you should obtain independent professional advice. This PDS does not constitute a prospectus (as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)) (CO) or notice, circular, brochure or advertisement offering any shares to the public in Hong Kong for subscription or purchase, or calculated to invite such offers by the public to subscribe for, or purchase, any Units, nor is it an advertisement, invitation or document containing an advertisement or invitation falling within the meaning of section 103 of the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) (SFO). Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or cause to be issued this PDS in Hong Kong, other than to, persons who are professional investors as defined in the SFO and any rules made thereunder, or in other circumstances which do not result in this PDS being a prospectus, as defined in the CO, or which do not constitute an offer to the public within the meaning of the CO or the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) ; and no person may issue, or have in its possession for the purposes of issue, this PDS or any invitation or document relating to the Units, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Units which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made thereunder. This PDS is for the exclusive use of the person to whom it is addressed (the recipient) in connection with the Offer, and no steps have been taken to register or seek authorisation by the Securities and Futures Commission in Hong Kong pursuant to the SFO for the issue of this PDS in Hong Kong. This PDS must not be distributed, published, reproduced or disclosed (in whole or in part) by the recipient to any other
person in Hong Kong or used for any purpose in Hong Kong other than in connection with the recipient s consideration of the Offer. Singapore The Fund is not authorised or recognised by the Monetary Authority of Singapore ( MAS ) and the Units are not allowed to be offered to the retail public. This PDS is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the SFA ) and, accordingly, statutory liability under the SFA in relation to the content of this PDS does not apply, and the offeree should consider carefully whether the investment is suitable for him. Accordingly, the Units may not be offered or sold or made the subject of an invitation for investment or purchase to the retail public in Singapore nor may this PDS or any other document or material in connection with Offer or sale, or invitation for investment or purchase, of such Units be circulated or distributed, whether directly or indirectly, to the public or members of the public in Singapore other than: to an institutional investor pursuant to section 304 of the SFA; or to a relevant person as defined in section 305(5) of the SFA, or any person who acquires the Units as principal pursuant to section 305(2) of the SFA, and in accordance with the conditions specified in section 305 of the SFA; or pursuant to, and in accordance with the conditions of, any applicable provision of the SFA. In particular, it should be noted that there may be transferability restrictions under the SFA where the Units are initially acquired pursuant to an exemption under the SFA. It is a condition of the Offer that each person who agrees to invest in the Units is acquiring such Units for investment purposes only and not with a view to distribute or resell such Units. Where the Units are subscribed or purchased by an institutional investor pursuant to section 304 of the SFA the prospectus requirements under Subdivision (2) and (3) of Division 2 of Part XIII of the SFA would apply if such Units are first sold to any person other than an institutional investor. Where the Units are subscribed or purchased by a relevant person pursuant to section 305(1) of the SFA, or any person pursuant to an offer referred to in section 305(2) of the SFA, the prospectus requirements under Subdivision (2) and (3) of Division 2 of Part XIII of the SFA would apply if such Units are first sold to any person other than an institutional investor (as defined in section 4A of the SFA), a relevant person as defined in section 305(5) of the SFA, or any person pursuant to an offer referred to in section 305(2) of the SFA. Subject to the relevant provisions of the SFA, where the Units are subscribed or purchased under section 305 of the SFA by a relevant person who is a corporation (other than a corporation that is an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, such securities of that corporation
shall not be transferable within six months after that corporation has acquired the Units pursuant to section 305 of the SFA unless: that transfer is made only to institutional investors (as defined in section 4A of the SFA) or to a relevant person as defined in section 305(5) of the SFA; or (b) arises from an offer referred to in section 275(1A) of the SFA; or no consideration is given for the transfer; or the transfer is by operation of law. Subject to the relevant provisions of the SFA, where the Units are subscribed or purchased under section 275 of the SFA by a relevant person who is a trustee of a trust (who is not an accredited investor) the sole purpose of which is to hold investments and each beneficiary of which is an individual who is an accredited investor, such beneficiaries rights and interests in that trust shall not be transferable for six months after that trust has acquired the Units pursuant to section 305 of the SFA unless: that transfer (a) is made only to an institutional investor (as defined in section 4A of the SFA) or to a relevant person as defined in section 305(5) of the SFA; or (b) arises from an offer that is made on terms that such rights or interests are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid in cash or by exchange of securities or other assets; or no consideration is given for the transfer; or the transfer is by operation of law. The Offer or invitation which is the subject of this PDS is not accompanied by any advertisement making an offer or calling attention to the Offer or intended Offer; and no selling or promotional expenses shall be paid or incurred in connection with the Offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by any of the service providers of the Company; and no prospectus in respect of the Offer has been registered by MAS. Ireland This PDS has been prepared and is intended for use in Ireland on a confidential basis solely by those persons in Ireland to whom it is sent. It may not be reproduced, redistributed or passed on to any other person in Ireland or published in Ireland in whole or in any part for any purpose. It does not constitute an invitation to the public in Ireland to subscribe for any Unit and accordingly no facilities for participation to the public in Ireland are being made available in respect of the Fund. Interests may not be offered or sold by any person in a manner that constitutes the provision of facilities for participation by the public within the meaning of Section 9 of the Unit Trusts Act 1990, in any way which would require registration under the European Union (Alternative Investment Fund Managers) Regulations 2013 or in any way which would require the publication of a prospectus under the Investment Funds, Companies and Miscellaneous Provisions Act, 2005 and any regulations adopted pursuant thereto.
United States This PDS does not constitute a direct or indirect offer of securities in the U.S. or to any U.S Person as defined in Regulation S under the US Securities Act of 1933 as amended ( US Securities Act ). The Units in the Fund have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the U.S. to, or for, the account of any U.S. Person (as defined) except in a transaction that is exempt from the registration requirements of the US Securities Act and applicable U.S. state securities laws.