P R O S P E C T U S - SMBC Nikko Bank … · GEDI:2096720v10 1 P R O S P E C T U S relating to the...

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GEDI:2096720v10 1 P R O S P E C T U S relating to the permanent offering and issue of units (the "Units") in NIKKO MONEY MARKET FUND – US DOLLAR PORTFOLIO NIKKO MONEY MARKET FUND – EURO PORTFOLIO NIKKO MONEY MARKET FUND – AUSTRALIAN DOLLAR PORTFOLIO NIKKO MONEY MARKET FUND – CANADIAN DOLLAR PORTFOLIO NIKKO MONEY MARKET FUND – NEW ZEALAND DOLLAR PORTFOLIO sub-funds of N I K K O M O N E Y M A R K E T F U N D A mutual investment umbrella fund organized under the laws of the Grand-Duchy of Luxembourg July 2011 The Units referred to in this prospectus (the "Prospectus") are offered solely on the basis of the information contained herein and in the reports referred to in this Prospectus. In connection with the offer hereby made, no person is authorized to give any information or to make any representations other than those contained in this Prospectus and the documents referred to therein, 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 pur- chaser.

Transcript of P R O S P E C T U S - SMBC Nikko Bank … · GEDI:2096720v10 1 P R O S P E C T U S relating to the...

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P R O S P E C T U S

relating to the permanent offering and issue of units (the "Units") in

NIKKO MONEY MARKET FUND – US DOLLAR PORTFOLIO NIKKO MONEY MARKET FUND – EURO PORTFOLIO

NIKKO MONEY MARKET FUND – AUSTRALIAN DOLLAR PORTFOLIO NIKKO MONEY MARKET FUND – CANADIAN DOLLAR PORTFOLIO

NIKKO MONEY MARKET FUND – NEW ZEALAND DOLLAR PORTFOLIO

sub-funds of

N I K K O M O N E Y M A R K E T F U N D

A mutual investment umbrella fund organized under the laws of the Grand-Duchy of Luxembourg

July 2011

The Units referred to in this prospectus (the "Prospectus") are offered solely on the basis of the information contained herein and in the reports referred to in this Prospectus. In connection with the offer hereby made, no person is authorized to give any information or to make any representations other than those contained in this Prospectus and the documents referred to therein, 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 pur-chaser.

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All references herein to "US Dollar", "US$", "US cent" and "US cents" are to Dollars and cents of the currency of the United States of America. All references herein to "Australian Dollar", "A$", "Australian cent" and "Australian cents" are to Australian Dollars and cents of the currency of Australia. All references herein to "Euro" and "Euro cent" are to the common European currency. All references herein to "Canadian Dollar", "CA$", "CA cent", "Canadian cent" and "Canadian cents" are to Canadian Dollars and cents of the currency of Canada. All references herein to "New Zealand Dollar", "NZ$", "NZ cent", "New Zealand cent" and "New Zealand cents" are to New Zealand Dollars and cents of the currency of New Zealand. Not for distribution to the public in the EU or any part of it, or in the United States of America

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TABLE OF CONTENTS Page

DIRECTORY .............................................................................................................................. 4 DEFINITIONS ............................................................................................................................ 6 THE TRUST ................................................................................................................................ 7 THE FUNDS ............................................................................................................................... 8 INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – US DOLLAR PORTFOLIO ............................................................................................................................... 9 INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – EURO PORTFOLIO ............................................................................................................................... 9 INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – AUSTRALIAN DOLLAR PORTFOLIO ............................................................................................................ 10 INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – CANADIAN DOLLAR PORTFOLIO ............................................................................................................ 11 INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – NEW ZEALAND DOLLAR PORTFOLIO ....................................................................................... 12 MANAGEMENT OF THE TRUST ......................................................................................... 13 INVESTMENT ADVISER ....................................................................................................... 13 CUSTODY OF ASSETS AND ADMINISTRATION ............................................................ 14 CONFLICT OF INTEREST ..................................................................................................... 14 RISKS FACTORS ..................................................................................................................... 15 MANAGEMENT REGULATIONS AND INVESTMENT RESTRICTIONS ...................... 16 ISSUE OF UNITS ..................................................................................................................... 20 PREVENTION OF MONEY LAUNDERING ........................................................................ 22 RESTRICTIONS ON OWNERSHIP OF UNITS .................................................................... 23 REPURCHASE OF UNITS ...................................................................................................... 24 CONVERSION OF UNITS ...................................................................................................... 24 DETERMINATION OF THE NET ASSET VALUE OF UNITS .......................................... 25 FEES AND TRUST EXPENSES ............................................................................................. 27 AUDITORS ............................................................................................................................... 30 DIVIDENDS .............................................................................................................................. 30 APPLICABLE LAW AND JURISDICTION .......................................................................... 31 GOVERNING LANGUAGE .................................................................................................... 31 TAX STATUS ........................................................................................................................... 31 ACCOUNTING YEAR ............................................................................................................. 32 UNITHOLDERS' INFORMATION ......................................................................................... 32 DOCUMENTS AVAILABLE FOR INSPECTION ................................................................ 32

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DIRECTORY Management Company SMBC Nikko Investment Fund Management Company S.A. (formerly known as Total Alpha Investment Fund Management Company S.A.) 9A, rue Robert Stümper, L-2557 Luxembourg Board of Directors of the Management Company Chairman Masashi Kamo, Deputy Managing Director, SMBC Nikko Bank (Luxembourg) S.A., Luxembourg Directors John Pierre HETTINGER, Managing Director, SMBC Nikko Bank (Luxembourg) S.A., Luxembourg Jacques ELVINGER, Partner, Elvinger, Hoss & Prussen, Luxembourg Investment Adviser Nikko Asset Management Europe Ltd, 1 London Wall, London EC2Y 5AD, United Kingdom Custodian, Domiciliary Agent, Administrative Agent, Paying Agent, Registrar and Transfer Agent SMBC Nikko Bank (Luxembourg) S.A., (formerly known as Nikko Bank (Luxembourg) S.A.) 9A, rue Robert Stümper, L-2557 Luxembourg Distributor and Agent Company in Japan SMBC Nikko Securities Inc., (formerly known as Nikko Cordial Securities Inc.,) 3-1, Marunouchi 3-chome Chiyoda-ku, Tokyo Distributors in Japan

- Kazaka Securities Co., Ltd., 13-2, Nihonbashi Kabutocho, Chuo -ku, Tokyo - Tokai Tokyo Securities Co., Ltd., 7-1, Meieki 4-Chome, Nakamura-ku, Nagoya-shi, Aichi

Prefecture - Toyo Securities Co., Ltd., 4-7-1, Hacchobori, Chuo-ku, Tokyo - Monex, Inc.,11-1, Marunouchi 1-chome, Chiyoda-Ku, Tokyo - Mito Securities Co., Ltd., 3-10, Nihonbashi 2-chome, Chuo-ku, Tokyo - Shizugin TM Securities Co., Ltd., 1-13, Outemachi, Aoi-Ku, Shizuoka-shi, Shizuoka

Prefecture - SMBC Friend Securities Co., Ltd., 7-12, Nihonbashi Kabuto-Cho, Chuo-Ku, Tokyo - Aozora Bank, Ltd., 3-1 Kudan-Minami 1-chome, Chiyoda-ku, Tokyo - Okasan Securities Co., Ltd., 17-6, Nihonbashi 1-chome, Chuo-ku, Tokyo - Bansei Securities Co., Ltd, Kayabacho Tower, 21-2, Shinkawa 1-chome, Chuo-ku, Tokyo - Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd., Nihonbashi 1-chome Building, 4-1,

Nihonbashi 1-chome, Chuo-ku, Tokyo - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., 5-2, Marunouchi 2-chome, Chiyoda-

ku, Tokyo - Ando Securities Co., Ltd., 23-21, Nishiki 3-chome, Naka-ku, Nagoya-shi, Aichi Prefecture - Utsunomiya Securities Co., Ltd., 4-4, Ikegami-cho, Utsunomiya-shi, Tochigi Prefecture - Chibagin Securities Co., Ltd., 5-1, Chuo 2-chome, Chuo-ku, Chiba-shi, Chiba Prefecture - Sony Bank, Inc., 9-11, Akasaka 2-chome, Minato-Ku, Tokyo - Mizuho Securities Co., Ltd, Otemachi First Square West 4th Floor, 5-1, Otemach 1-chome,

Chiyoda-ku, Tokyo

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- Mizuho Investors Securities Co., Ltd., 2-10-30, Nihonbashi kakigara-cho, Chuo-ku, Tokyo - New-S Securities Co., Ltd., 11-10, Higashi 3-chome, Shibuya-ku, Tokyo - Capital Partners Securities Co., Ltd., Asahi Building, 6th Floor, 3-12-2, Nihonbashi, Chuo-

ku, Tokyo - HS Securities Co. Ltd., 6-8-1, Nishishinjuku, Shinjuku-ku, Tokyo, Japan - Maeda Securities Co., Ltd., 13-1, Tenjin 2chome, Chuo-ku, Fukuoka-shi, Fukuoka

Prefecture - The Joyo Securities Co., Ltd., 4-12, Minamimachi 3-chome, Mito-shi, Ibaraki Prefecture - YM Securities Co., Ltd., 3-3-1 Buzenda-cho, Shimonoseki-shi, Yamaguchi Prefecture - The Tachibana Securities Co., Ltd., 1-13-14 Nihonbashi Kayabacho, Chuo-ku, Tokyo - Hamagin Tokai Tokyo Securities Co., Ltd., 1-1 Minatomirai 3-chome, Nishi-ku,

Yokohama-shi, Kanagawa Prefecture - Rakuten Securities, Inc., Shinagawa Seaside Rakuten Tower, 4-12-3 Higashi-Shinagawa,

Shinagawa-ku, Tokyo - SBI Securities Co., Ltd 1-6-1, Roppongi, Minato-ku, Tokyo - Chugin Securities Co., Ltd 2-5, Honmachi, Kita-ku, Okayama-shi, Okayama Prefecture - Nishi-Nippon City Tokai Tokyo Securities Co., Ltd 3-6, Hakataekimae 1-chome, Hakata-ku,

Fukuoka-shi, Fukuoka Prefecture - Hyakugo Securities Company Limited 33-1, Higashi-marunouchi, Tsu-shi, Mie Prefecture - Musashi Securities Co., Ltd., 4-333-13, Sakuragicho, Omiya-ku, Saitama-shi, Saitama

Prefecture - Niigata Securities Co., Ltd., 3-8-26, Jonaicho, Nagaoka-shi, Niigata Prefecture - Kabu.com Securities Co., Ltd., 1-3-2, Otemachi, Chiyoda-ku, Tokyo - The Imamura Securities Co., Ltd., 25, Jikkenmachi, Kanazawa-shi, Ishikawa Prefecture

Auditor for the Trust and the Management Company PricewaterhouseCoopers, Luxembourg, 400 route d’Esch, L-1014 Luxembourg Legal Advisers: in Luxembourg Elvinger, Hoss & Prussen, 2, Place Winston Churchill, L-2014 Luxembourg in Japan Mori, Hamada & Matsumoto, Marunouchi Park Building, 6-1, Marunouchi 2, Chiyoda-ku, Tokyo, 100-8222, Japan

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DEFINITIONS All references to "Trust" in this Prospectus shall mean a reference to the mutual investment umbrella fund" Nikko Money Market Fund". All references to "Fund" and/or "Funds" in this Prospectus shall mean a reference to one or all, as appropriate, of the sub-funds created or to be created under the umbrella of Nikko Money Market Fund. All references to "US Dollar Portfolio" in this Prospectus shall mean a reference to a Fund of Nikko Money Market Fund created under the denomination of "Nikko Money Market Fund – US Dollar Portfolio". All references to "Euro Portfolio" in this Prospectus shall mean a reference to a Fund of Nikko Money Market Fund created under the denomination of "Nikko Money Market Fund – Euro Portfolio". All references to "Australian Dollar Portfolio" in this Prospectus shall mean a reference to a Fund of Nikko Money Market Fund created under the denomination of "Nikko Money Market Fund – Australian Dollar Portfolio". All references to "Canadian Dollar Portfolio" in this Prospectus shall mean a reference to a Fund of Nikko Money Market Fund created under the denomination of "Nikko Money Market Fund – Canadian Dollar Portfolio". All references to "New Zealand Dollar Portfolio" in this Prospectus shall mean a reference to a Fund of Nikko Money Market Fund created under the denomination of "Nikko Money Market Fund – New Zealand Dollar Portfolio". All references to the "Securities and Exchange Law" (Law No.25 of 1948) shall be read as the "Financial Instruments and Exchange Law" after the enforcement of the "Law for Partial Amendment of the Securities and Exchange Law" (Law No.65 of 2006). The Funds are intended to be managed as short-term money market funds as defined by CESR's guidelines (10-049) on a common definition of European money market funds as amended from time to time. Reference to CESR is to the Committee of European Securities Regulators which has been replaced as from 1st January 2011 by the European Securities and Markets Authority (ESMA).

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P R O S P E C T U S

THE TRUST Nikko Money Market Fund (hereinafter referred to as the "Trust") organized in and under the laws of the Grand-Duchy of Luxembourg as a mutual investment umbrella fund ("fonds commun de placement à compartiments multiples"), is an unincorporated co-proprietorship of its securities and other assets (hereinafter referred to as "securities"), managed in the interest of its co-owners (hereinafter referred to as the "Unitholders") by SMBC Nikko Investment Fund Management Company S.A. (hereinafter referred to as the "Management Company"), a company incorporated under the laws of Luxembourg and having its registered office in Luxembourg. The assets of the Trust are separate from those of the Management Company and from those of other investment funds managed by the Management Company. The Trust may issue different classes of Units, the issue proceeds of which will be separately invested pursuant to investment policies fixed by the board of directors of the Management Company (the "Board of Directors") for each class of Units. The different classes of Units and corresponding portfolios of investments will be hereafter referred to as "Funds". For the purpose of relations between the Unitholders each Fund will be deemed to be a separate entity. The Trust is organized in Luxembourg and registered on the official list of collective investment undertakings qualifying under Part II of the law of 17th December 2010 relating to undertakings for collective investment (the "2010 Law"). The Trust was created by the Management Company under the name of Money Market Fund (US Dollars) in accordance with the management regulations (the "Management Regulations") which became effective on 13th January, 1992 and were published on 23rd January, 1992 in the Mémorial, Recueil des Sociétés et Associations (the "Mémorial"). Notice of amendments to the Management Regulations have been published in the Mémorial for the last time on 25th May 2011. Consolidated Management Regulations are on file with the Registre de Commerce et des Sociétés in Luxembourg, where they may be inspected and copies obtained. The Trust has been established for an unlimited period. The Trust may be dissolved at any time by mutual agreement between the Management Company and the Custodian (as hereinafter defined). The Trust may further be dissolved in any cases provided for by 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 their rights. As provided by Luxembourg law the proceeds of liquidation corresponding to Units not surrendered for repayment at the close of liquidation will be kept in safe custody with the Luxembourg "Caisse de Consignation" until the prescription period has elapsed. As soon as the circumstance leading to the state of liquidation arises, issue of the Units is prohibited on penalty of nullity. Repurchase is still possible if equal treatment of the Unitholders is guaranteed.

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The liquidation of the Trust or a Fund may not be requested by a Unitholder, nor by his heirs or beneficiaries.

THE FUNDS At the date of this Prospectus, Units are issued in five Funds under the Trust: Nikko Money Market Fund – US Dollar Portfolio Nikko Money Market Fund – Euro Portfolio Nikko Money Market Fund – Australian Dollar Portfolio Nikko Money Market Fund – Canadian Dollar Portfolio Nikko Money Market Fund – New Zealand Dollar Portfolio In case Units are offered in any further Funds, this Prospectus will be updated. The Management Company may, from time to time, with the consent of the Custodian, create new Funds by amending the Management Regulations of the Trust and by updating this Prospectus. The ownership of a Unit in a Fund affords the Unitholder the opportunity of having his investment spread over the whole range of securities held by such Fund. All Units of a Fund have equal rights as to dividends and repurchase and proceeds in liquidation. The Management Regulations do not provide for meetings of Unitholders. The assets of each Fund shall be invested for the exclusive benefit of the Unitholders of the correspondent Fund and the assets of a specific Fund are solely accountable for the liabilities, commitments and obligations of that Fund. By agreement between the Management Company and the Custodian, (i) a Fund may be liquidated at any time and Unitholders of such Fund will be allocated the net sales proceeds of the assets of the Fund or (ii) a Fund may be liquidated at any time and Units of another Fund may be allocated to the Unitholders of the Fund to be liquidated against contribution in kind of the assets of such Fund (to be valued by an auditor's report) to the other Fund. A liquidation and contribution as contemplated in (ii) can only be made if such liquidation is justified by the size of the liquidated Fund, by a change of the economical or political situation affecting the Fund or is made 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. In case of liquidation and contribution of a Fund as described in (ii) above, all Unitholders of the concerned Fund will receive one month prior notice of such liquidation by mail. Until the effective date of the liquidation of a 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 Fund. The proceeds of liquidation corresponding to Units not surrendered for repayment at the close of liquidation will be kept in safe custody with the Luxembourg "Caisse de Consignation" until the prescription period has elapsed.

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INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – US DOLLAR

PORTFOLIO The investment objective of the Fund is to seek a stable rate of income in line with money market rates while preserving capital and maintaining liquidity by investing in high grade money market instruments. The Management Company will use its best efforts to maintain the Net Asset Value per Unit at 1 US cent. The Fund will invest in U.S. dollar denominated short-term debt securities and instruments such as securities issued or guaranteed by the governments of any OECD country or any local authorities thereof, or such countries' government agencies, commercial paper, banker's acceptance notes, certificates of deposit, fixed time deposits and repurchase agreements. The Fund may also invest in non-U.S. dollar denominated securities and instruments and hedge these investments into U.S. dollars by entering into currency swaps. The Fund will maintain a certain percentage of its assets in securities or money market instruments with overnight maturity which is generally adequate to satisfy repurchase requests. The Fund will, under ordinary circumstances, hold all investments in debt securities to maturity. The Fund will only invest in securities and instruments, whose residual maturity does not exceed 397 days. The weighted average maturity of all securities and instruments in the Fund's portfolio does not exceed 60 days. The weighted average life of all securities and instruments in the Fund's portfolio does not exceed 120 days.

The Fund will only invest in securities or instruments which are rated at least "A-1" by Standard & Poor's Corporation ("S&P") or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund's investments in bonds and debentures must be rated at least "Aa3" by Moody's or "AA-" by S&P, or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund will not invest in any kind of equity securities or equity investments. More than 50% of the Fund's assets will be at all times invested in securities as defined by paragraph 1 of article 2 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (hereinafter referred to as the "FIEL"). Repurchase Agreements: The Fund may enter into repurchase agreements with highly rated financial institutions (such as banks and broker-dealers). A repurchase agreement is an instrument under which the purchaser (i.e. the Fund) buys a debt security and the seller agrees to repurchase the security at an agreed-upon price, date and interest payment. This results in a fixed rate of return insulated from market fluctuations during the period. Repurchase agreements usually are for short periods, such as under one week.

INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – EURO PORTFOLIO The investment objective of the Fund is to seek a stable rate of income in line with money market rates while preserving capital and maintaining liquidity by investing in high grade money market instruments. The Management Company will use its best efforts to maintain the Net Asset Value

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per Unit at 1 Euro cent. The Fund will invest in Euro denominated short-term debt securities and instruments such as securities issued or guaranteed by the governments of any OECD country or any local authorities thereof or, such countries' government agencies, commercial paper, banker's acceptance notes, certificates of deposit, fixed time deposits and repurchase agreements. The Fund may also invest in non-Euro denominated securities and instruments and hedge these investments into Euro by entering into currency swaps. The Fund will maintain a certain percentage of its assets in securities or money market instruments with overnight maturity which is generally adequate to satisfy repurchase requests. The Fund will, under ordinary circumstances, hold all investments in debt securities to maturity. The Fund will only invest in securities and instruments, whose residual maturity does not exceed 397 days. The weighted average maturity of all securities and instruments in the Fund's portfolio does not exceed 60 days. The weighted average life of all securities and instruments in the Fund's portfolio does not exceed 120 days. The Fund will only invest in securities or instruments which are rated at least "A-1" by Standard & Poor's Corporation ("S&P") or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund's investments in bonds and debentures must be rated at least "Aa3" by Moody's or "AA-" by S&P, or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund will not invest in any kind of equity securities or equity investments. More than 50% of the Fund's assets will be at all times invested in securities as defined by paragraph 1 of article 2 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (hereinafter referred to as the "FIEL"),. Repurchase Agreements: The Fund may enter into repurchase agreements with highly rated financial institutions (such as banks and broker-dealers). A repurchase agreement is an instrument under which the purchaser (i.e. the Fund) buys a debt security and the seller agrees to repurchase the security at an agreed-upon price, date and interest payment. This results in a fixed rate of return insulated from market fluctuations during the period. Repurchase agreements usually are for short periods, such as under one week. INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – AUSTRALIAN DOLLAR

PORTFOLIO The investment objective of the Fund is to seek a stable rate of income in line with money market rates while preserving capital and maintaining liquidity by investing in high-grade money market instruments. The Management Company will use its best efforts to maintain the Net Asset Value per Unit at 1 Australian cent. The Fund will invest in Australian dollar denominated short-term debt securities and instruments such as securities issued or guaranteed by the governments of any OECD country or any local authorities thereof or, such countries' government agencies, commercial paper, banker's acceptance notes, certificates of deposit, fixed time deposits and repurchase agreements. The Fund may also invest in non-Australian dollar denominated securities and instruments and hedge these investments into Australian dollars by entering into currency swaps. The Fund will maintain a certain percentage of its assets in securities or money market instruments with overnight

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maturity which is generally adequate to satisfy repurchase requests. The Fund will, under ordinary circumstances, hold all investments in debt securities to maturity. The Fund will only invest in securities and instruments, whose residual maturity does not exceed 397 days. The weighted average maturity of all securities and instruments in the Fund's portfolio does not exceed 60 days. The weighted average life of all securities and instruments in the Fund's portfolio does not exceed 120 days. The Fund will only invest in securities or instruments which are rated at least "A-1" by Standard & Poor's Corporation ("S&P") or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") or, if not rated are of comparable quality as determined by the Investment Adviser at its discretion. The Fund's investments in bonds and debentures must be rated at least "Aa3" by Moody's or "AA-" by S&P, or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund will not invest in any kind of equity securities or equity investments. More than 50% of the Fund's assets will be at all times invested in securities as defined by paragraph 1 of article 2 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (hereinafter referred to as the "FIEL"),. Repurchase Agreements: The Fund may enter into repurchase agreements with highly rated financial institutions (such as banks and broker-dealers). A repurchase agreement is an instrument under which the purchaser (i.e. the Fund) buys a debt security and the seller agrees to repurchase the security at an agreed-upon price, date and interest payment. This results in a fixed rate of return insulated from market fluctuations during the period. Repurchase agreements usually are for short periods, such as under one week.

INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – CANADIAN DOLLAR PORTFOLIO

The investment objective of the Fund is to seek a stable rate of income in line with money market rates while preserving capital and maintaining liquidity by investing in high grade money market instruments. The Management Company will use its best efforts to maintain the Net Asset Value per Unit at 1 CA cent. The Fund will invest in Canadian dollar denominated short-term debt securities and instruments such as securities issued or guaranteed by the governments of any OECD country or any local authorities thereof, or such countries' government agencies, commercial paper, banker's acceptance notes, certificates of deposit, fixed time deposits and repurchase agreements. The Fund may also invest in non-Canadian dollar denominated securities and instruments and hedge these investments into Canadian dollars by entering into currency swaps. The Fund will maintain a certain percentage of its assets in securities or money market instruments with overnight maturity which is generally adequate to satisfy repurchase requests. The Fund will, under ordinary circumstances, hold all investments in debt securities to maturity. The Fund will only invest in securities and instruments, whose residual maturity does not exceed 397 days. The weighted average maturity of all securities and instruments in the Fund's portfolio does not exceed 60 days. The weighted average life of all securities and instruments in the Fund's portfolio does not exceed 120 days.

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The Fund will only invest in securities or instruments which are rated at least "A-1" by Standard & Poor's Corporation ("S&P") or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund's investments in bonds and debentures must be rated at least "Aa3" by Moody's or "AA-" by S&P, or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund will not invest in any kind of equity securities or equity investments. More than 50% of the Fund's assets will be at all times invested in securities as defined by paragraph 1 of article 2 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (hereinafter referred to as the "FIEL"),. Repurchase Agreements: The Fund may enter into repurchase agreements with highly rated financial institutions (such as banks and broker-dealers). A repurchase agreement is an instrument under which the purchaser (i.e. the Fund) buys a debt security and the seller agrees to repurchase the security at an agreed-upon price, date and interest payment. This results in a fixed rate of return insulated from market fluctuations during the period. Repurchase agreements usually are for short periods, such as under one week.

INVESTMENT POLICY OF NIKKO MONEY MARKET FUND – NEW ZEALAND DOLLAR PORTFOLIO

The investment objective of the Fund is to seek a stable rate of income in line with money market rates while preserving capital and maintaining liquidity by investing in high grade money market instruments. The Management Company will use its best efforts to maintain the Net Asset Value per Unit at 1 NZ cent. The Fund will invest in New Zealand dollar denominated short-term debt securities and instruments such as securities issued or guaranteed by the governments of any OECD country or any local authorities thereof, or such countries' government agencies, commercial paper, banker's acceptance notes, certificates of deposit, fixed time deposits and repurchase agreements. The Fund may also invest in non-New Zealand dollar denominated securities and instruments and hedge these investments into New Zealand dollars by entering into currency swaps. The Fund will maintain a certain percentage of its assets in securities or money market instruments with overnight maturity which is generally adequate to satisfy repurchase requests. The Fund will, under ordinary circumstances, hold all investments in debt securities to maturity. The Fund will only invest in securities and instruments, whose residual maturity does not exceed 397 days. The weighted average maturity of all securities and instruments in the Fund's portfolio does not exceed 60 days. The weighted average life of all securities and instruments in the Fund's portfolio does not exceed 120 days. The Fund will only invest in securities or instruments which are rated at least "A-1" by Standard & Poor's Corporation ("S&P") or at least "P-1" by Moody's Investors Service, Inc. ("Moody's") or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion. The Fund's investments in bonds and debentures must be rated at least "Aa3" by Moody's or "AA-" by S&P, or, if not rated, are of comparable quality as determined by the Investment Adviser at its discretion.

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The Fund will not invest in any kind of equity securities or equity investments. More than 50% of the Fund's assets will be at all times invested in securities as defined by paragraph 1 of article 2 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (hereinafter referred to as the "FIEL"),. Repurchase Agreements: The Fund may enter into repurchase agreements with highly rated financial institutions (such as banks and broker-dealers). A repurchase agreement is an instrument under which the purchaser (i.e. the Fund) buys a debt security and the seller agrees to repurchase the security at an agreed-upon price, date and interest payment. This results in a fixed rate of return insulated from market fluctuations during the period. Repurchase agreements usually are for short periods, such as under one week.

MANAGEMENT OF THE TRUST The Management Company was organised for an indefinite period as a société anonyme under the laws of Luxembourg on 27th February 1992, and its articles of incorporation were initially published in the Mémorial on 4th April 1992. The articles of incorporation were amended for the last time on 17th March 2011 and this amendment was published in the Mémorial on 11th April 2011. Its registered and principal office is at 9A, rue Robert Stümper, L-2557 Luxembourg. It is registered in the Registre de Commerce et des Sociétés of Luxembourg under N° B 39 615. The issued capital of the Management Company is 446,220 EURO divided into 18,000 registered Units of a par value of 24.79 EURO each all of which are fully paid up. The object of the Management Company is the management of undertakings for collective investment, including the Trust, on behalf of their respective unitholders. It may carry out administration and management on behalf of the Trust and of the Unitholders, including the purchase, sale, subscription and exchange of securities, and it may exercise all rights directly or indirectly related to the Trust's assets. A list of the other Luxembourg common funds for which the Management Company acts as management company can be obtained from the registered office of the Management Company.

INVESTMENT ADVISER The Management Company has appointed Nikko Asset Management Europe Ltd, ("Nikko AM Europe") as the investment adviser (the "Investment Adviser") to act as investment adviser with respect to the investment and reinvestment of the assets of the above Funds. Nikko AM Europe is in charge of the day to day management of the investments of the Funds. The agreement between the Management Company and the Investment Adviser was signed on 6th July, 1998 and is terminable by either party on not less than 3 months' prior notice. Nikko AM Europe whose principal business is the provision of discretionary portfolio management services, is owned directly or indirectly by Nikko Asset Management Co., Ltd. Nikko AM Europe is regulated by the Financial Services Authority in the United Kingdom.

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CUSTODY OF ASSETS AND ADMINISTRATION

SMBC Nikko Bank (Luxembourg) S.A. ("Nikko Luxembourg") has been appointed as custodian (the "Custodian") of the assets of the Trust. Nikko Luxembourg has its registered office at 9A, rue Robert Stümper, Luxembourg. It was incorporated in Luxembourg as a société anonyme on 14th February 1974. As at 31st March 2009, its capital amounts to Euro 40,154,672. The Custodian's appointment may be terminated at any time by either the Custodian or the Management Company on giving 90 days' written notice. Termination is, however, subject to the condition that a new Custodian is appointed within 2 months of the termination as aforesaid and then assumes the responsibilities and functions of the Custodian under the Management Regulations. In addition the Custodian's appointment shall continue for such further period as may be necessary for the transfer of all assets of the Trust to the new Custodian. In the case of termination the Management Company will appoint a new Custodian to assume the responsibilities and functions of the Custodian under the Management Regulations. The Custodian shall assume its functions and responsibilities in accordance with Articles 17 and 18 (1) and 18 (2) a), c), d), e) of the 2010 Law. The Custodian may hold assets as a fiduciary in accordance with the provisions of the law dated 27th July 2003 relating to trusts and fiduciary contracts. All cash and securities constituting the assets of the Trust shall be held by the Custodian on behalf of the Unitholders of the Trust. The Custodian may entrust banks and financial institutions with the custody of such assets. The Custodian may hold securities in fungible or non-fungible accounts with such clearing houses as the Custodian may determine. It will have the normal duties of a bank with respect to the Trust's deposits of cash and securities. 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, provided such instructions conform with the Management Regulations and the provisions of law. Nikko Luxembourg also acts as paying agent of the Trust (the "Paying Agent"). Nikko Luxembourg as domiciliary agent (the "Domiciliary Agent"), administrative agent (the "Administrative Agent") and registrar and transfer agent (the "Registrar and Transfer Agent") is responsible for the general administrative functions required by Luxembourg law and for the processing of the issue, repurchase and conversion of Units, the calculation of the Net Asset Values of the Units (as defined hereafter) and the maintenance of accounting records.

CONFLICT OF INTEREST The Management Company, the Investment Adviser, the Administrative Agent, Domiciliary, Registrar and Transfer Agent, the Paying Agent and the Custodian may from time to time act as management company, investment adviser, investment sub-adviser, sales agent, administrator, registrar or custodian in relation to, or be otherwise involved in, other funds or undertakings for collective investment which have similar investment objectives to those of the Trust or of any Fund. It is therefore possible that any of them may, in the due course of their business, have potential

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conflicts of interest with the Trust or any Fund. In such event, each will at all times have regard to its obligations under any agreements to which it is party or by which it is bound in relation to the Trust or any Fund. In particular, but without limitation to its obligations to act in the best interests of the Unitholders when undertaking any dealings or investments where conflicts of interest may arise, each will respectively endeavour to ensure that such conflicts are resolved fairly.

RISKS FACTORS Historical data may not be a reliable indication of future performance. The Trust has produced a relatively stable return related to the prevailing level of interest rates with low levels of monthly absolute volatility. The Trust is expected to remain as a low risk fund as the maturity and credit quality constraints imply that volatility under normal circumstances would remain low but the Trust is not necessarily risk free. The Trust invests in money market instruments and therefore incurs a degree of credit risk. The short maturity of the investments implies that the risk is limited. Liquidity under normal circumstances would be high due to the nature of the Trust’s money market instruments. The Trust does not benefit from any form of capital protection or guarantee.

1) Risks of Interest Rate Fluctuations: Risks of interest rate fluctuations mean that the prices of securities may move as a result of fluctuations in interest rates. In general, the prices of the bonds tend to decline when interest rates rise, which may be a decline factor of the net asset value per Unit of the Trust. In addition, decline in interest rates may cause a decrease in income (interest accrued) from money market instruments.

2) Credit Risks:

Credit risks mean default risks that the issuers of bonds and money market instruments invested by the Trust may become unable to pay the interests or repurchase money on the conditions previously determined due to their financial difficulties, business depression or any other reasons. Generally, in the case of defaults or expected defaults, the prices of bonds and money market instruments fall, which may be a decline factor of the net asset value per Unit of the Trust. Also, there are risks that the prices of securities may fall as a result of changes in credit ratings allocated to their issuers.

3) Currency Risks: The value of US Dollar Portfolio of the Trust is calculated in US dollars as base currency, Euro Portfolio in Euro, Australian Dollar Portfolio in Australian dollars, Canadian Dollar Portfolio in Canadian dollars and New Zealand Dollar Portfolio in New Zealand dollars. Therefore, if invested in Japanese Yen, the principal amount translated into yen may be less than the amount initially invested reflecting changes in foreign exchange markets.

4) Specific risks linked to securities lending and to sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions: Use of the aforesaid techniques and instruments involves certain risks, some of which are listed in the following paragraphs, and there can be no assurance that the objective sought to be obtained from such use will be achieved. In relation to reverse repurchase transactions and sale with right of repurchase transactions in which

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the Management Company, on behalf of a Fund, acts as purchaser and in the event of the failure of the counterparty with which securities have been purchased, investors must notably be aware that (A) there is the risk that the value of the securities purchased may yield less than the cash originally paid, whether because of inaccurate pricing of said securities, an adverse market value evolution, a deterioration in the credit rating of the issuers of such securities, or the illiquidity of the market in which these are traded; that (B) (i) locking cash in transactions of excessive size or duration, (ii) delays in recovering cash at maturity may restrict the ability of the Fund to meet repurchase requests, security purchases or, more generally, reinvestment. In relation to repurchase transactions and sale with right of repurchase transactions in which the Management Company, on behalf of a Fund, acts as seller and in the event of the failure of the counterparty to which securities have been sold, investors must notably be aware that (A) there is the risk that the value of the securities sold to the counterparty is higher than the cash originally received, whether because of a market appreciation of the value of said securities or an improvement in the credit rating of their issuer; that (B) (i) locking investment positions in transactions of excessive size or duration, (ii) delays in recovering, at maturity, the securities sold, may restrict the ability of the Fund to meet delivery obligations under security sales or payment obligations arising from repurchase requests. In relation to securities lending transactions, investors must notably be aware that (A) if the borrower of securities lent by the Management Company, on behalf of a Fund, fail to return these there is a risk that the collateral received may be realised at a value lower than the value of the securities lent out, whether due to inaccurate pricing of the collateral, adverse market movements in the value of the collateral, a deterioration in the credit rating of the collateral issuer, or the illiquidity of the market in which the collateral is traded; that (B) in case of reinvestment of cash collateral such reinvestment may (i) create leverage with corresponding risks and risk of losses and volatility, (ii) introduce market exposures inconsistent with the objectives of the Fund, or (iii) yield a sum less than the amount of collateral to be returned; and that (C) delays in the return of securities on loans may restrict the ability of the Fund to meet delivery obligations under security sales or payment obligations arising from repurchase requests.

MANAGEMENT REGULATIONS AND INVESTMENT RESTRICTIONS By acquiring Units in any Fund of the Trust, every Unitholder approves and fully accepts that the Management Regulations 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 become effective the day of the publication in the Mémorial of a notice of the deposit at the Registre de Commerce et des Sociétés in Luxembourg of such amendment, if not otherwise provided for in the relevant document amending the Management Regulations. While managing the assets of the Trust, the Management Company, or its appointed agents, shall, as provided in the Management Regulations, comply with the following restrictions. 1. The Management Company may not invest, on behalf of a Fund, in the securities of any one

issuer, if the value of the holdings of a Fund in the securities of such issuer exceeds 10 % of such Fund's total net assets, except that such restriction shall not apply to securities issued or

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guaranteed by the Government of any country which is a member of the Organisation for Economic Cooperation and Development ("OECD") or their local authorities or public international bodies with EU, regional or world-wide scope;

2. The Management Company may not invest, on behalf of a Fund, in the securities of any

single issuer if the Trust owns more than 10 % of the securities of the same kind issued by such issuer and, together with other investment funds, which are managed by the Management Company, more than 15% of the securities of the same kind issued by such issuer, except that such restriction shall not apply to securities issued or guaranteed by the Government of any country which is a member of OECD or their local authorities or public international bodies with EU, regional or world-wide scope;

3. The Management Company may not invest, on behalf of a Fund, the assets of such Fund in

securities of other investment trusts if such investment causes the value of the holdings of such Fund in the securities of such investment trusts to exceed 10% of such Fund's total net assets. No investments shall be made in any such investment trust unless such investment is consistent with the relevant Fund's investment policy and restrictions. Further, if any investment is made in investment trusts having the same promoter as the Trust, no issue commission or other acquisition fee and no management or advisory fee may be charged on the assets of a Fund so invested, and the Management Company may not invest, on behalf of a Fund, the assets of such Fund in securities of other investment companies;

4. The Management Company may not make, on behalf of a Fund and on behalf of other

investment funds managed by the Management Company, investments for the purpose of exercising control or management;

5. The Management Company may not purchase any securities on margin (except that the

Management Company may obtain such short-term credit as may be necessary for the clea-rance 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). In no case will the Man-agement Company commit more than 5% of a Fund's net assets to initial margin deposits on futures contract and premium for open futures option positions;

6. The Management Company may not, on behalf of a Fund, purchase or sell real estate,

provided that the Management Company may, on behalf of a Fund, invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein;

7. The Management Company may not enter into transactions involving commodities,

commodity contracts or securities representing merchandise or rights to merchandise and for the purposes hereof commodities includes precious metals, and certificates representing them except that it may purchase and sell securities that are secured by commodities and securities of companies which invest or deal in commodities and that this restriction shall not prevent the Trust from entering into financial futures contracts and forward contracts (and options thereon) on financial instruments, stock indices and foreign currencies, to the extent permitted by applicable laws and regulations and the Trust's management regulations;

8. The Management Company may not make, on behalf of a Fund, loans to any person

provided that for the purposes of this restriction the acquisition of bonds, debentures, or

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other corporate debt securities and investment in Government bonds, short-term commercial paper, repurchase agreements, certificates of deposit and bankers' acceptances and time deposits shall not be deemed to be the making of a loan and provided further that this provision does not prevent any Fund from lending its portfolio securities as more fully described hereafter;

9. The Management Company may not borrow other than borrowings which in the aggregate

do not exceed 10% of the total net assets of a Fund, which borrowings may, however, only be made on a temporary basis;

10. The Management Company may not invest more than 10% of a Fund's assets in securities

which are not traded on an official stock exchange or on a regulated market except that such restriction shall not apply to securities issued or guaranteed by the Government of any country which is a member of OECD or their local authorities or public international bodies with EU, regional or world-wide scope and provided further that this restriction shall not be applicable in respect of regularly negotiated money market instruments;

11. The Management Company may not, on behalf of a Fund, underwrite securities of other

issuers; 12. The Management Company may employ 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 on securities:

a) the Management Company may not invest, on behalf of a 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 total net assets of such Fund; b) the Management Company may not sell, on behalf of a Fund, call options on

securities which it does not hold, except that the Management Company may, on behalf of a 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 Fund and the Management 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 Fund, may not write put options on secur-

ities unless such Fund holds sufficient liquid assets to cover the aggregate of the exercise prices of such options written;

13. The Management Company may, on behalf of a Fund, for the purpose of hedging, enter into

transactions the objects of which are 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

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market operating regularly, being recognized and open to the public except that the Management Company may also, on behalf of a Fund, enter into forward sales of currencies or exchange currencies on the basis of private agreements with highly rated financial institutions specialized in this type of transactions.

b) the net forward transactions made in one currency may in principle not exceed the

valuation of the aggregate assets denominated in that currency, provided however that the Management Company may, on behalf of a Fund, purchase the currency concerned through a cross transaction (entered into through the same counterpart) should the cost thereof be more advantageous to such Fund; and

14. The Management Company may not deal, on behalf of a Fund, in financial futures, except

that: a) for the purpose of hedging the risk of the fluctuation of the value of the portfolio

securities such Fund may have outstanding commitments in respect of financial futures sales contract not exceeding the corresponding risk of fluctuation of the value of the corresponding portion of such Fund's portfolio;

b) for the purpose of efficient portfolio management a Fund may enter into financial

futures purchase contracts in order to facilitate changes in the allocation of such Fund's assets 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 which might have to be held by a Fund pursuant to restriction 12.c) above), or securities to be disposed of at a predetermined value exist to match the underlying exposure of any such futures positions.

The Management Company may, on behalf of a Fund, enter into the transactions referred to under 14) above only if these transactions concern contracts which are traded on a regulated market operating regularly, being recognized and open to the public. The Management Company need not comply with the investment limit percentages above when exercising subscription rights attaching to securities which form part of a Fund's assets. 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 the remedying of that situation, taking due account of the interests of the relevant Unitholders. The Management Company shall, on behalf of a Fund, not sell, purchase or loan securities except the Units of such Fund, 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 in the Management Regulations, 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.

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Except by the acquisition of debt securities or instruments the Management Company may not grant loans or act as guarantor on behalf of third parties. This provision shall not prevent the Management Company from lending a Fund's portfolio securities. To the maximum extent allowed by, and within the limits set forth in, applicable Luxembourg regulations, including the 2010 Law as well as any present or future related Luxembourg laws or implementing regulations, circulars and positions of the Commission for the Supervision of the Financial Sector (hereinafter referred to as the "CSSF") and more particularly the provisions of CSSF Circular 08/356 relating to the rules applicable to undertakings for collective investments when they use certain techniques and instruments relating to transferable securities and money market instruments (as these pieces of regulations may be amended or replaced from time to time), the Management Company may, on behalf of a Fund, for the purpose of generating additional capital or income or for reducing costs or risks engage in securities lending transactions as well as in sale with right of repurchase transactions, repurchase and reverse repurchase agreement transactions. As the case may be, cash collateral received by the Management Company, on behalf of a Fund, in relation to any of these transactions may be reinvested in a manner consistent with the investment objectives of the relevant Fund in (a) shares or units issued by money market undertakings for collective investment calculating a daily net asset value and being assigned a rating of AAA or its equivalent, (b) short-term bank deposits, (c) money market instruments as defined in the Grand-Ducal regulation of 8 February 2008, (d) short-term bonds issued or guaranteed by an EU member state, Switzerland, Canada, Japan or the United States or by their local authorities or by supranational institutions and undertakings with EU, regional or world-wide scope, (e) bonds issued or guaranteed by first class issuers offering an adequate liquidity, and (f) reverse repurchase agreement transactions according to the provisions described under section I.C.a) of the above referred CSSF Circular. The Management Company may from time to time impose further investment restrictions as shall be compatible with or in the interest of the Unitholders, in order to comply with the laws and regulations of the countries where the Units of the Fund are placed.

ISSUE OF UNITS As of the date of this Prospectus, Units are issued in US Dollar Portfolio, Euro Portfolio, Australian Dollar Portfolio, Canadian Dollar Portfolio and New Zealand Dollar Portfolio. Units of each Fund shall be issued by the Management Company, provided payment is made to the Custodian. Certificates or confirmations shall be delivered by the Management Company, or its appointed agent, provided payment has been received by the Custodian. "Business Day" is defined in relation to each Fund as set forth hereafter. Issue of Units of US Dollar Portfolio: Units may be issued on each day during which (i) banks are open for business in London, New York and Luxembourg and (ii) financial instruments firms and banks in Japan are open for business (the "Business Day") subject to the right of the Management Company at its discretion as stated hereafter, temporarily to discontinue such issue.

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Issue of Units of Euro Portfolio: Units may be issued on each day during which (i) banks are open for business in London, Frankfurt, New York and Luxembourg and (ii) financial instruments firms and banks in Japan are open for business (the "Business Day") subject to the right of the Management Company at its discretion as stated hereafter, temporarily to discontinue such issue. Issue of Units of Australian Dollar Portfolio: Units may be issued on each day during which (i) banks are open for business in London, Sydney, New York and Luxembourg and (ii) financial instruments firms and banks in Japan are open for business (the "Business Day") subject to the right of the Management Company at its discretion as stated hereafter, temporarily to discontinue such issue. Issue of Units of Canadian Dollar Portfolio: Units may be issued on each day during which (i) banks are open for business in London, Toronto, New York and Luxembourg and (ii) financial instruments firms and banks in Japan are open for business (the "Business Day") subject to the right of the Management Company at its discretion as stated hereafter, temporarily to discontinue such issue. Issue of Units of New Zealand Dollar Portfolio: Units may be issued on each day during which (i) banks are open for business in London, Auckland, Wellington, New York and Luxembourg and (ii) financial instruments firms and banks in Japan are open for business (the "Business Day") subject to the right of the Management Company at its discretion as stated hereafter, temporarily to discontinue such issue. The Management Company shall issue Units in registered form only. Fractional Units will not be issued. Certificates shall carry the signatures of the Management Company and the Custodian, both of which may be in facsimile. In the absence of a request for certificates investors will be deemed to have requested that no certificate be issued in respect of their Units and a confirmation will be delivered instead. The minimum number for the application for purchase of Units is 1,000 for the US Dollar Portfolio, 1,000 for the Euro Portfolio, 1,000 for the Australian Dollar Portfolio, 1,000 for the Canadian Dollar Portfolio and 1,000 for the New Zealand Dollar Portfolio. Any such application shall be made at integral multiples of one Unit. The Management Company reserves the right to accept, at its own discretion, purchase for any smaller number of Units. The issue price per Unit of each Fund will be the Net Asset Value per Unit of such Fund as appli-cable on the day, immediately preceding the Business Day which immediately follows the Business Day on which the application for purchase of Units is received by the Management Company (provided that such application is received prior to 2.00 p.m., Luxembourg time, on that day). The Net Asset Value of the Units of US Dollar Portfolio will be expressed in United States Dollars.

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The Net Asset Value of the Units of Euro Portfolio will be expressed in Euro. The Net Asset Value of the Units of Australian Dollar Portfolio will be expressed in Australian Dollars. The Net Asset Value of the Units of Canadian Dollar Portfolio will be expressed in Canadian Dollars. The Net Asset Value of the Units of New Zealand Dollar Portfolio will be expressed in New Zealand Dollars. All applications for Units made by investors resident or domiciled in Japan must be made through the distributors in Japan listed in chapter "Directory" of this Prospectus, upon the terms and subject to the conditions contained in the Japanese language Prospectus, including the payment of sales and any other charges specified therein. Copies of the Japanese language Prospectus may be obtained from such distributors in Japan, at their addresses set out in chapter "Directory". Applications for the issue of Units made by investors residing outside Japan will be accepted at the offices of the Management Company, provided the application is received prior to 2.00 p.m., Luxembourg time, on that day. Any application received after 2.00 p.m., Luxembourg time, is deemed to be accepted on the following Business Day. The Management Company reserves the right to accept or refuse any application in whole or in part and for any reason. By means of its distribution policy set out below, the Management Company will seek to maintain, to the extent reasonably possible, a constant Net Asset Value per Unit of 1 US cent for the US Dollar Portfolio, 1 Euro cent for the Euro Portfolio, 1 Australian cent for the Australian Dollar Portfolio, 1 CA cent for the Canadian Dollar Portfolio and 1 NZ cent for the New Zealand Dollar Portfolio. There are no dealer mark-ups or sales charges. For each Fund, payment shall be made in the reference currency of each Fund in the form of cash transfer to the order of the Custodian on the Business Day, which immediately follows the Business Day on which the application is accepted. Unit certificates or confirmation statements will be available to subscribers or their banks at the offices of the Management Company not later than seven Luxembourg bank Business Days from the date of subscription and payment of the subscription price. The Management Company does not permit practices related to Market Timing and Late Trading (as defined in CSSF Circular 04/146) and the Management Company reserves the right to reject orders from an investor who the Management Company suspects of using such practices and to take, if appropriate, the necessary measures to protect the other investors of the Trust. Subscriptions, repurchases, and conversions of Units are dealt with at an unknown net asset value.

PREVENTION OF MONEY LAUNDERING Pursuant to the applicable Luxembourg laws and regulations, European Union directives and regulations (commonly referred to as the "laws") and the circulars issued by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF circulars"), professional obligations

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have been outlined extended to prevent the use of investment funds for money laundering and financing of terrorism purposes. As a result, the professionals of the financial sector (as defined by the Luxembourg law of 5th April 1993, as amended), have the obligation to identify the investors and verify the identification of investors in compliance with the laws and the CSSF circulars. Investors in a Fund and transferees of Units will be, and existing Unitholders may be, asked for proof of identity. Until satisfactory proof of identity identification is provided by investors or transferees, as determined by the Management Company, the Management Company reserves the right to withhold the issuance of Units or approval of the registration and transfers of Units. Similarly, Units will not be repurchased unless compliance with these requirements has been made in full. In any such event, the Management Company will not be liable for any costs or compensation. The responsibility of the Management Company is to apply customer due diligence measures and to ensure full compliance with the measures aimed towards the prevention of money laundering and terrorist financing in accordance with the laws and CSSF circulars. Customer due diligence measures comprise in identifying the investor and verifying the investor’s identity on the basis of documents, data or information obtained from a reliable and independent source. Customer due diligence measures may also comprise in identifying, where applicable, the beneficial owner and taking reasonable measures to verify his identity, including, as regards to legal persons, trust and similar legal arrangements, taking reasonable measures to understand the ownership and control structure of the investor, obtaining information on the purpose and intended nature of the business relationship and conducting ongoing monitoring of the relationship. Identification of the investor and verification of the investor’s identity rules apply for both natural and legal person(s). An individual natural person may be required to produce a copy of his or her passport or identification card duly certified by a competent authority (e.g. embassy, consulate, notary, police officer, or any other competent authority or regulated financial institution). In the case of legal person applicants, it may be required to produce and submit a certified copy of the certificate of incorporation (and any change of name) or memorandum and articles of association (or equivalent), including certified identification documents of the authorised representatives of the legal person such as the names, occupations, dates of birth and residential and business addresses of all Unitholders. Unitholders may be requested to provide additional or updated identification documents from time to time pursuant to ongoing client due diligence requirements under laws and the CSSF Circulars.

RESTRICTIONS ON OWNERSHIP OF UNITS The Management Company intends that the Trust and its distributions shall comply, with respect to the issuing of Units, with the laws and regulations of the countries where these Units are offered. The Management Company may, at any time at its discretion, temporarily discontinue, cease definitely or limit the issue of Units to persons or corporate bodies resident or established in certain countries or territories. The Management Company may also prohibit certain persons or 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) reject at its discretion any application for Units; (b) repurchase at any time the Units held by Unitholders who are excluded from purchasing or

holding Units.

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More specifically: a) The Management Company will not promote the sale of the Trust's Units to the public

within the European Union, or any part of it. b) No Units shall be issued to or transferred and registered in favour of citizens or residents of

the United States of America, its territories, commonwealth or possessions, or to any corpor-ation, partnership, trust or other entity organized or existing in or under the laws of the United States of America or any State thereof.

REPURCHASE OF UNITS

Unitholders may at any time request repurchase of their Units on any Business Day. Application for repurchase must be made in writing to the Management Company. The repurchase price for each Fund will be equal to the Net Asset Value per Unit of such Fund applicable on the day immediately preceding the Business Day which immediately follows the Business Day on which the request for repurchase is received by the Management Company. The request shall be received prior to 2.00 p.m., Luxembourg time, on that day. Any repurchase request received after 2.00 p.m. Luxembourg time is deemed to be accepted on the following Business Day. Such repurchase request must be accompanied by the relevant Unit certificates (if issued). No repurchase fee will be charged. The repurchase price applicable for a Fund on any Business Day will be available at the opening of the business in Luxembourg on such Business Day. However, if a Fund's portfolio securities have to be disposed of to meet substantial amounts of repurchase requests and the value of such Fund will be materially affected due to such disposal, the Management Company is entitled to cancel the applicable repurchase price once announced and determine the repurchase price on the basis of the Net Asset Value of such Fund next determined on such Business Day, provided that such revaluation shall be made and announced before the Business Day when payment of the repurchase price is made and provided further that such revaluation shall apply to all repurchase requests received for that Fund on the relevant Business Day. The Management Company shall ensure that an appropriate level of liquidity is maintained in each Fund so that, under normal circumstances, repurchase of Units of such Fund may be made promptly upon request by Unitholders. The repurchase price may, depending on the Net Asset Value of Units applicable on the date of repurchase, be higher or lower than the price paid at the time of subscription. For each Fund, payment for repurchased Units shall be made in the reference currency of such Fund on the Business Day immediately following the Business Day on which the repurchase request was accepted and subject to receipt of the Unit certificate (if issued). Any accrued but unpaid dividends on the repurchased Units will be paid at the same time when such payment for the repurchased Units shall be made.

CONVERSION OF UNITS

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Unitholders wishing to convert from Units of one Fund to Units of other Funds and vice versa will be entitled to do so on any day which is a Business Day for the two Funds concerned by tendering the Unit certificates (if issued) to the Management Company, accompanied with an irrevocable written conversion request. Such request should specify the number of Units to be converted. The number of Units issued upon conversion will be based upon the respective Net Asset Value of the two Funds applicable on the day immediately preceding the Business Day which immediately follows the Business Day on which the request for conversion is made and shall be calculated as follows: NAV2 X N2 N1 = ------------------- NAV 1 N1: The number of Units to be issued upon conversion.

A fractional Unit shall not be issued. Any residual amount resulting from a fractional Unit will be forfeited to the benefit of the Fund to which Units are to be converted.

N2: The number of Units requested for conversion including such Units as obtained after

conversion of the amount composed of the accrued and unpaid dividends of the initial number of Units after having deducted eventual outstanding taxes due in Luxembourg, Japan or elsewhere.

NAV1: Net Asset Value as of the applicable Business Day of Units to be issued upon conversion NAV2: Net Asset Value as of the applicable Business Day of Units requested for conversion

which is converted into the reference currency of Units to be issued upon conversion at the applicable exchange rate on the applicable Business Day.

There will be no conversion charge.

DETERMINATION OF THE NET ASSET VALUE OF UNITS The net asset value per Unit of each Fund (the "Net Asset Value"), expressed in the reference currency of such Fund is determined for each day. For the non Business Day(s), the Management Company will determine the Net Asset Value per Unit of each Fund applicable for such non Business Day(s), in advance, on the Business Day immediately preceding such non Business Day(s). The Management Company has delegated to Nikko Luxembourg the calculation of the Net Asset Value. Each Fund's portfolio debt securities and money market instruments are valued based upon their amortized cost. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instruments. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price such Fund would receive if it sold the instrument. The Management Company has established procedures designed to stabilize to the extent reasonably possible, each Fund's price per Unit as computed for the purpose of issue, repurchase

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and conversion at 1 US cent for the US Dollar Portfolio, 1 Euro cent for the Euro Portfolio, 1 Australian cent for the Australian Dollar Portfolio, 1 CA cent for the Canadian Dollar Portfolio and 1 NZ cent for the New Zealand Dollar Portfolio. Each Fund's portfolio holdings will be periodically reviewed by or under the direction of the Board of Directors to determine whether a deviation exists between the net asset value calculated using market quotations and that calculated on an amortized cost basis. In the event it is determined that a deviation exists which may result in material dilution or other unfair results to investors or existing Unitholders, the Management Company will take such corrective action by or under the direction of its Board of Directors as is regarded as necessary and appropriate, including the reduction of the number of outstanding Units of each Fund by the proportionate compulsory repurchase of certain of the Units of each Unitholder (upon which repurchase no sum would be repayable to the Unitholder), the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends, or establishing a net asset value per Unit for each Fund by using available market quotations. If the number of outstanding Units is reduced in order to maintain a constant net asset value of 1 US cent, 1 Euro cent, 1 Australian cent, 1 CA cent and 1 NZ cent, respectively, the number of Units which will be compulsorily repurchased in a Fund will be the number of Units which represent the difference between the amortized cost valuation and market valuation of the portfolio. Each Unitholder will be deemed to have agreed to such procedure by his investment in the Trust. In the accounts of the Trust, the daily dividends declared to Unitholders, but not yet paid (as described herein) will be accrued and reflected as a liability of the relevant Fund. This liability will be deducted from the assets of such Fund when calculating such Fund's total Net Asset Value and the Net Asset Value per Unit. The decisions of the Management Company referred to above will be made in accordance with policies adopted from time to time by its Board of Directors setting forth general guidelines for the calculation of a fair value by officers of the Management Company or other persons designated by the Board of Directors. In all cases, the Net Asset Value for each Fund is determined by adding the value of all securities and other assets in the portfolio, deducting its liabilities and by dividing the resulting sum by the number of Units outstanding. For the purpose of determining the assets and liabilities attributable to each Fund, there shall be established a pool of assets for each Fund in the following manner: (a) the proceeds from the issue of Units of each Fund shall be applied in the books of the Trust

to the pool of assets established for that Fund and the assets and liabilities and income and expenditure attributable thereto shall be applied to such pool subject to the provisions of this article;

(b) where any asset is derived from another asset, such derivative asset shall be applied in the

books of the Trust to the same pool 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 pool;

(c) where the Trust incurs a liability which relates to any asset of a particular pool, such liability

shall be allocated to the relevant pool;

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(d) in the case where any asset or liability of the Trust cannot be considered as being attributable to a particular pool, such asset or liability shall be allocated to all the pools pro rata to the total Net Asset Values of the relevant Fund;

(e) upon the record date for determination of the person entitled to any dividend declared on

any Fund, the Net Asset Value of Units of such Fund shall be reduced by the amount of such dividends;

The Net Asset Value of each Fund is certified by a director or an authorized officer or representative of the Management Company and any such certification shall be conclusive, except in the case of manifest error. The latest Net Asset Value per Unit in each Fund shall be available at the registered office of the Management Company. The Management Company may temporarily suspend the determination of the Net Asset Value of a Fund and in consequence the issue, repurchase and conversion of Units in such Fund in any of the following events: - when one or more Stock Exchanges or markets, which provide the basis for valuing a

substantial portion of the assets of a Fund, or when one or more foreign exchange markets in the currency in which a substantial portion of the assets of a Fund are denominated, are closed otherwise than for ordinary holidays or if dealings therein are restricted or suspended;

- when, as a result of political, economic, military or monetary events or any circumstances

outside the responsibility and the control of the Management Company, disposal of the assets of a Fund is not reasonably or normally practicable without being seriously detrimental to the interests of the Unitholders;

- in the case of a breakdown in the normal means of communication used for the valuation of

any investment of a Fund or if, for any reason, the value of any asset of a Fund may not be determined as rapidly and accurately as required;

- if, as a result of exchange restrictions or other restrictions affecting the transfer of funds,

transactions on behalf of a Fund are rendered impracticable or if purchases and sales of a Fund's assets cannot be effected at normal rates of exchange.

Any such suspension will be notified to those Unitholders who have applied for issue, repurchase and conversion and shall be published in the manner described under the heading "Unitholders' Information" if in the opinion of the Management Company such suspension is likely to exceed one week.

FEES AND TRUST EXPENSES Gross Yield Less Other Expenses ("GYLOE") means a rate calculated daily by the Management Company which shall be equal to the gross yield of the respective Fund less the rate of daily amortization amount of expenses other than fees payable to the Funds’ related parties and "Gross Income Less Other Expenses" ("GILOE") means an amount, calculated daily by the Management Company, which shall be equal to the difference between (a) the gross income of the Fund,

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including the capital gain/loss on securities and (b) the daily amortisation amount of expenses other than fees payable to the Funds’ related parties. The Management Company is entitled to a management fee payable in arrears, out of the assets of each Fund, at the end of each quarter calculated as below. If daily GYLOE is below 1% p.a., the fee payable to the Management Company will be 1% of such GILOE. If daily GYLOE is 1% p.a. or above, the fee payable to the Management Company will be up to an annual rate of 0.01% of the average daily Net Asset Value of the assets of each Fund during the relevant quarter. The Agent Company in Japan is entitled to a fee payable in arrears, out of the assets of each Fund, at the end of each quarter calculated as below. If daily GYLOE is below 1% p.a., the fee payable to the Agent Company in Japan will be 20% of such GILOE. If daily GYLOE is 1% p.a. or above, the fee payable will be at an annual rate of up to 0.65% of the average daily Net Asset Value of the assets of each Fund during the relevant quarter. The distributors in Japan will receive any fees payable out of the fee payable to the Agent Company. Any reasonable disbursements and out-of-pocket expenses incurred by the Agent Company will be borne by the relevant Fund. The Custodian is entitled to a custodian fee payable in arrears, out of the assets of each Fund, at the end of each quarter calculated as below. In case daily GYLOE is below 1% p.a., the fee payable to the Custodian will be 2% of such GILOE. If daily GYLOE is 1% p.a. or above, the fees payable to the Custodian will be up to 0.04% of the average daily Net Asset Value of each Fund during the relevant quarter. Any reasonable disbursements and out-of-pocket expenses (including without limitation telephone, cable and postage expenses) incurred by the Custodian, and any custody charges of banks and financial institutions to whom custody of assets of the Trust is entrusted, will be borne by the Trust. The Administrative Agent, Domiciliary, Registrar and Transfer Agent is entitled to an administration fee payable in arrears, out of the assets of each Fund at the end of each quarter calculated as below. In case daily GYLOE is below 1% p.a., the fee payable to the Administrative Agent, Domiciliary, Registrar and Transfer Agent will be 3% of such GILOE. If daily GYLOE is 1% p.a. or above, the fees payable to the Administrative Agent will be up to 0.06% of the average daily Net Asset Value of each Fund during the relevant quarter. Any reasonable disbursements and out-of-pocket expenses (including without limitation telephone, cable and postage expenses) incurred by the Administrative Agent will be borne by the Trust. The Investment Adviser is entitled to an investment advisory fee payable in arrears, out of the assets of each Fund at the end of each quarter calculated as below. In case daily GYLOE is below 1% p.a., the fee payable to the Investment Adviser will be the lower amount of i) 14% of GILOE and ii) GYLOE x 100 multiplied by the fee rates mentioned below. If daily GYLOE is 1.00% p.a. or above, the total fees payable to the Investment Adviser will be calculated as below on the basis of the average daily Net Asset Value of each Fund during the relevant quarter : US Dollar Portfolio: - up to 0.15 per cent up to (and including) U.S.$ 200 million

- up to 0.125 per cent for a portion of more than U.S.$ 200 million, to (and including) U.S.$ 500 million, - up to 0.10 per cent for a portion of more than U.S.$ 500 million, to (and including) U.S.$ 2 billion; and

- up to 0.09 per cent for a portion of more than U.S.$ 2 billion.

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Euro Portfolio: - up to 0.15 per cent up to (and including) Euro 200 million

- up to 0.125 per cent for a portion of more than Euro 200 million, to (and including) Euro 500 million, - up to 0.10 per cent for a portion of more than Euro 500 million, to (and including) Euro 2 billion; and

- up to 0.09 per cent for a portion of more than Euro 2 billion. Australian Dollar Portfolio: - up to 0.15 per cent up to (and including) A$ 200 million

- up to 0.125 per cent for a portion of more than A$ 200 million, to (and including) A$ 500 million, - up to 0.10 per cent for a portion of more than A$ 500 million, to (and including) A$ 2 billion; and

- up to 0.09 per cent for a portion of more than A$ 2 billion. Canadian Dollar Portfolio: - up to 0.15 per cent up to (and including) CA$ 200 million

- up to 0.125 per cent for a portion of more than CA$ 200 million, to (and including) CA$ 500 million, - up to 0.10 per cent for a portion of more than CA$ 500 million, to (and including) CA$ 2 billion; and

- up to 0.09 per cent for a portion of more than CA$ 2 billion. New Zealand Dollar Portfolio: - up to 0.15 per cent up to (and including) NZ$ 200 million

- up to 0.125 per cent for a portion of more than NZ$ 200 million, to (and including) NZ$ 500 million, - up to 0.10 per cent for a portion of more than NZ$ 500 million, to (and including) NZ$ 2 billion; and

- up to 0.09 per cent for a portion of more than NZ$ 2 billion. Any reasonable disbursements and out-of-pocket expenses incurred by the Investment Adviser will be borne by the relevant Fund. The other costs charged to the Trust include: - all taxes which may be due on the assets and the income of the Trust; - usual banking fees due on transactions involving securities held in the portfolio of the Trust

(such fees to be included in the acquisition price and to be deducted from the selling price); - out-of-pocket expenses of the Paying Agent; - legal and auditing expenses incurred by the Management Company or the Custodian while

acting in the interests of the Unitholders; - the cost of printing certificates; the cost of preparing, and/or filing and printing of the

Management Regulations and all other documents concerning the Trust, including registration statements and prospectuses and explanatory memoranda with all authorities

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(including local securities dealers' associations) having jurisdiction over the Trust or the offering of Units of the Trust; 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 account-ing, bookkeeping and calculating the daily Net Asset Value; the cost of preparing and distributing public notices to the Unitholders; lawyers' and auditor's fees; and all similar administrative charges, except all advertising expenses and other expenses directly incurred in offering or distributing the Units.

The setting-up costs (if any) of investment funds merged into the Trust will continue to be amortized during the remaining period of a five year period from the setting-up of such investment funds. The setting-up costs (if any) of new Funds created into the Trust will be amortized over a period of five years from the setting-up of such Funds. All recurring charges will be charged first against income, then against capital gains and then against assets. Other charges may be amortized over a period not exceeding five years.

AUDITORS The approved statutory auditor (réviseur d'entreprises agréé) of the Trust is PricewaterhouseCoopers, Luxembourg. The approved statutory auditor is appointed by the Management Company and shall, with respect to the assets of the Trust, carry out the duties provided by the 2010 Law. PricewaterhouseCoopers acts as approved statutory auditor (réviseur d'entreprises agréé) to the Management Company.

DIVIDENDS It is the intention of the Management Company to proceed to a daily declaration of dividends in an amount necessary to maintain each Fund's Net Asset Value per Unit at 1 US cent, 1 Euro cent, 1 Australian cent, 1 CA cent, and 1 NZ cent respectively. Daily dividend will be expressed in the reference currency of each Fund and calculated up to eight decimal places of US dollar, Euro, Australian dollar, Canadian dollar and New Zealand dollar respectively, per Unit. Dividends will accrue with respect to the Units purchased as from (and including) the Business Day when the purchase price is received by the Custodian and with respect to the Units repurchased until (and including) the day immediately preceding the Business Day when the repurchase price is paid. The amount of dividends applicable for any Business Day and for immediately following non-Business Day(s) will be available at the opening of the business in Luxembourg on such Business Day. However, if a Fund's portfolio securities have to be disposed of to meet substantial amounts of repurchase requests and the value of such Fund will be materially affected due to such disposal, the Management Company is entitled to cancel the applicable dividends once announced and determine the dividends on the basis of the Net Asset Value next determined on such Business Day, provided that such revaluation shall be made and announced before the Business Day when payment of the dividends is made.

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On the last Business Day in each month, in respect to each Fund, all dividends (after deducting withholding and other taxes required to be paid (if any) in Luxembourg and/or countries of Unitholders in respect of dividends) declared, accrued up to (and including) the day immediately preceding such last Business Day, and not yet paid are automatically reinvested against issue of further Units at the Net Asset Value per Unit of the relevant Fund applicable on the day immediately preceding such last Business Day. For Unitholders in Japan, such reinvestment shall be handled by each Distributor in Japan pursuant to an agreement between the Management Company and each Distributor in Japan. No cash dividends will be paid, except for the declared but unpaid dividend payable together with the repurchase price in the case of a repurchase. The Management Company will seek to maintain, to the extent reasonably possible, the Net Asset Value per Unit of the Fund at 1 US cent, 1 Euro cent, 1 Australian cent, 1 Canadian cent and 1 New Zealand cent respectively. No distribution may be made as a result of which the net assets of the Trust would fall below the equivalent in United States Dollar of the minimum required by Luxembourg law. Distributions not collected within five years from their due date will lapse and will revert to the relevant Fund.

APPLICABLE LAW AND JURISDICTION The Management Regulations are governed by the laws of Luxembourg and any dispute arising between the Unitholders, the Management Company and the Custodian will be subject to the jurisdiction of the District Court of Luxembourg. Notwithstanding the foregoing, the Management Company and the Custodian may subject themselves and the Trust to the jurisdiction of the courts of the countries in which the Units of the Trust are offered and sold with respect to claims by investors resident in such countries, and with respect to matters relating to subscription and repurchase by Unitholders resident in such countries, to the laws of such countries. The claims of the Unitholders against the Management Company or the Custodian will lapse five years after the date of the event which gave rise to such claims.

GOVERNING LANGUAGE English shall be the governing language of the Management Regulations.

TAX STATUS The Trust is subject to Luxembourg law in respect of its tax status. Under legislation and regulations currently prevailing in Luxembourg the Trust is subject to a capital tax on its net assets at an annual rate of 0.01% calculated and payable quarterly. Under present law neither the Trust nor the Unitholders (except persons or companies who have or, in certain limited circumstances, formerly had their residence, registered office or a permanent establishment in Luxembourg) are subject to any Luxembourg tax on income or capital gains nor to any withholding or estate tax. The Trust collects the income produced by the securities in its portfolio after deduction of any withholding tax in the relevant countries.

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ACCOUNTING YEAR The accounts of the Trust are expressed in United States Dollars and closed each year on the last day of December.

UNITHOLDERS' INFORMATION Audited annual reports and unaudited semi-annual reports will be made available to the Unitholders at no cost to them at the offices of the Management Company, the Custodian and any Paying Agent. Unitholders attention is drawn upon the fact that risk assets reports are available free of charge, provided that the Management Company approves to disclose, upon request made to the Distributor of the Trust. Any other financial information to be published concerning the Trust or the Management Company, including the daily Net Asset Value of the Units of each Fund and any suspension of such valuation, will be made available to the public at the offices of the Management Company and the Custodian. The latest Net Asset Value, issue price, repurchase and conversion price per Unit for each Fund are available to the public at the offices of the Management Company and the Custodian. All notices to Unitholders will be sent to Unitholders at their address indicated in the register of Unitholders and, to the extent required by the Luxembourg law, will be published in the Mémorial.

DOCUMENTS AVAILABLE FOR INSPECTION The following documents will be available for inspection during normal business hours at the offices of the Management Company: (1) The Management Regulations; (2) The Custodian Agreement between the Management Company and SMBC Nikko Bank

(Luxembourg) S.A.; (3) The Investment Fund Service Agreement between the Management Company and SMBC

Nikko Bank (Luxembourg) S.A.; (4) The Investment Advisory Agreement between the Management Company and Nikko Asset

Management Europe Ltd.; (5) The articles of incorporation of the Management Company; (6) The latest annual and semi-annual reports of the Trust. Copies of the documents under (1) and (6) above may be obtained without cost at the registered office of the Management Company.