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PRODUCT DISCLOSURE STATEMENT FOR THE OFFER OF 42,723,833 FULLY PAID ORDINARY UNITS. THIS OFFER IS NOT UNDERWRITTEN.

RESPONSIBLE ENTITY Walsh & Company Investments lImIted (ACN 152 367 649) (AFSL 410 433) A MEMBER OF THE dIxon advIsory Group.

PRODUCT DISCLOSURE STATEMENT

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DIRECTORY

EmErging markEts mastErs Fund (ARSN 158 717 072)

Level 15, 100 Pacific Highway North Sydney NSW 2060 t 1300 454 801 F 1300 883 159 E [email protected] www.emergingmarketsmastersfund.com.au rEsponsiblE Entity

Walsh & Company Investments Limited (ACN 152 367 649) (AFSL 410 433)

Level 15, 100 Pacific Highway North Sydney NSW 2060

t 1300 454 801 F 1300 883 159 E [email protected]

invEstmEnt managEr

Walsh & Company Asset Management Pty Limited (ACN 159 902 708)

Authorised representative of Walsh & Company Investments Limited (ACN 152 367 649) (AFSL 410 433) Level 15, 100 Pacific Highway North Sydney NSW 2060

t 1300 454 801 F 1300 883 159 E [email protected]

lEgal advisor

Watson Mangioni Lawyers Pty Limited Level 13, 50 Carrington Street

Sydney, NSW 2000 t +61 2 9262 6666 F +61 2 9262 2626 E [email protected] www.wmlaw.com.au sharE rEgistrar Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 t 1300 737 760 (Australia) t +61 2 9290 9600 (International) F 1300 653 459 www.boardroomlimited.com.au auditor KPMG 10 Shelley Street Sydney NSW 2000 t +61 2 9335 7000 F +61 2 9335 7001 www.kpmg.com.au

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CONTENTS

III

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

IMPORTANT NOTICES

LETTER OF INTRODUCTION

KEy DATES AND GENERAL INFORMATION

OFFER STATISTICS

KEy INvESTMENT BENEFITS

KEy INvESTMENT RISKS

01. SummaRY Of ThE OffER

02. INfORmaTION fOR applICaNTS

03. fuND pORTfOlIO upDaTE

04. RISKS

05. fEES aND COSTS

06. ImpaCT ON ThE fuND

07. aDDITIONal INfORmaTION

08. GlOSSaRY

V

IX

XIII

XIII

XIV

XIX

1

7

11

17

23

27

31

35

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ImpORTaNT

NOTICES

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V

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

GENERal

This substitute product disclosure statement (pds) is dated 5 April 2013 and was lodged with the Australian Securities & Investments Commission (asiC) on that date. This PDS replaces the product disclosure statement dated 20 March 2013 which was lodged with ASIC on that date. Neither ASIC nor any of their officers take any responsibility for the contents of this PDS. This PDS was prepared and issued by Walsh & Company Investments Limited (ACN 152 367 649) (referred to in this PDS as Walsh & Co, responsible Entity, we, our and us). Walsh & Co is the Responsible Entity of the Emerging Markets Masters Fund (Fund). This document is important and requires your immediate attention. It should be read in its entirety. you may wish to consult your professional advisor about its contents.

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this PDS. Any information or representation not so contained or taken to be contained may not be relied on as having been authorised by Walsh & Co in connection with the Offer. This PDS contains general financial and other

information only. It has not been prepared having regard to your investment objectives, financial situation or specific needs. It is important that you carefully read this PDS in its entirety before deciding to invest in the Fund and, in particular, in considering the PDS, that you consider the risk factors that could affect the financial performance of the Fund and your investment in the Fund. you should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional advisor before deciding whether to invest. Information relating to the Fund may change from time to time. Where changes are not materially adverse, information may be updated and made available to you on the Fund’s website at www.emergingmarketsmastersfund.com.au. A paper copy of any updated information is available free on request.

INCORpORaTION BY REfERENCE

Regulation 7.9.15DA of the Corporations Regulations provides that this PDS need not include information if

that information is in writing and is publicly available in a document other than this PDS.

The replacement product disclosure statement issued by the Responsible Entity dated 29 August 2012 (ipo pds) sets out important information appropriate to your decision whether to invest in Units. you should read the IPO PDS as well as this PDS before deciding to invest in Units under this PDS. Information that may be relevant to investors as set out in the IPO PDS includes:

a) information on the Fund set out in Section 3 of the IPO PDS;

b) information on the investment and management team set out in Section 4 of the IPO PDS;

c) overview of global emerging markets set out in Section 6 of the IPO PDS;

d) independent investigating accountants’ report set out in Section 9 of the IPO PDS;

e) independent taxation report set out in Section 10 of the IPO PDS;

f) information on material contracts set out in Section 11 of the IPO PDS; and

g) additional information set out in Section 12 of the IPO PDS.

A copy of the IPO PDS may be obtained from the Responsible Entity on request at no charge. To obtain a copy please call 1300 454 801 or download a copy from www.emergingmarketsmastersfund.com.au.

CuRRENCY Of INfORmaTION

Unless otherwise stated, information in this PDS is at 28 February 2013.

NO GuaRaNTEE

None of Walsh & Co nor any other party makes any representation or gives any guarantee or assurance as to the performance or success of the Fund, the rate of income or capital return from the Fund or that there will be no capital loss or particular taxation consequence of investing in the Fund. An investment in the Fund does not represent a deposit or any other type of liability of the above parties. An investment in the Fund is subject to investment risk. These risks are discussed in Section 4.

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VI EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

ROuNDING

Totals provided in tables and figures within the PDS may not sum due to rounding.

RESTRICTIONS ON ThE DISTRIBuTION

Of ThIS pDS

This PDS does not constitute an offer of Units in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this PDS in jurisdictions outside Australia may be restricted by law and any person into whose possession this PDS comes (including nominees, trustees or custodians) should seek advice on and observe those restrictions. This document is not an offer or an invitation to acquire securities in any country. In particular, this document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the US or to, or for the account or benefit of, any “US person” (us person), as defined in Regulation S under the US Securities Act of 1933 (securities act). This document may not be released or distributed in the United States of America (us) or to any US Person. Any securities described in this PDS have not been, and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the US, and may not be offered or sold in the US, or to, or for the account of benefit of, any US Person, except in a transaction exempt from, or not subject to, the registration requirements under the Securities Act.

ElECTRONIC pDS

An electronic version of this PDS is available from the Fund’s website at:

www.emergingmarketsmastersfund.com.au. The Offer to which this PDS relates is available to persons receiving this PDS (electronically or otherwise) in Australia. It is not available to persons receiving it in any other jurisdiction.

If you download the electronic PDS, please ensure you have received the entire PDS accompanied by the Application Form. The Units offered under the Offer to which the electronic PDS relates will only be issued on receipt of a printed copy of the Application Form.

COpY Of ThIS pDS

The Responsible Entity will give you a copy of the PDS free of charge if you ask during the offer period and in any event within 5 days after receiving such a request.

applICaTION fOR uNITS

To apply to invest in the Fund, you must complete the Application Form attached to the back of this PDS and return it with a cheque for your investment to us at the address provided on the Application Form. Please refer to Section 2 for further details on how to apply for Units in the Fund.

QuOTaTION

We will apply within 7 days after the date of this PDS for the Units to be issued pursuant to this PDS to be quoted on the ASX.

The fact that the Units may be quoted on the ASX is not to be taken as an indication of the merits of the Fund or the Units. Neither the ASX nor its officers take any responsibility for the contents of this PDS. If granted admission to the ASX, quotation will commence as soon as practicable after holding statements are dispatched.

We do not intend to allot any Units unless, and until, the Units have been granted permission to be quoted on the ASX. If permission is not granted before the end of three months after the date of this PDS or such longer period permitted by the Corporations Act or with the consent of ASIC, all Application Monies received pursuant to the PDS will be refunded without interest to Applicants in full within the time prescribed by the Corporations Act.

allOTmENT

We will not allot Units until permission has been granted for quotation of the Units unconditionally or on terms acceptable to us. It is expected that allotment of the Units will take place by 24 April 2013. An Application constitutes an offer by the Applicant to subscribe for Units on the terms and subject to the conditions set out in this PDS. Where the number of Units allotted is less than the number applied for or where no allotment is made, the surplus Application Monies will be returned by cheque within 7 days of the Closing Date. Interest will not be paid on the refunded Application Monies.

ChESS

The Fund will apply to participate in the Clearing House Electronic Subregister System (ChEss). This system operated by the ASX Settlement Pty Limited (asX settlement) in accordance with the Listing Rules and the ASX Settlement Operating Rules.

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VII

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT Under CHESS, the Fund will not issue certificates to

Investors who elect to hold their Units on CHESS. After allotment of Units, Unitholders will receive a CHESS statement.

The CHESS statements, which are similar to bank account statements, will set out the number of Units allotted to each Unitholder pursuant to this PDS. The statement will also advise holders of their holder identification number and explain the sale and purchase procedures under CHESS for future reference.

Further statements will be provided to holders which reflect any changes in their Unitholding in the Fund during a particular month.

TaXaTION ImplICaTIONS

Taxation implications of investing in the Fund depend on each Investor’s circumstance. Walsh & Co, its advisors and its directors and officers do not accept any responsibility or liability for any tax consequences. As a result, you should consult your own professional tax advisors before subscribing for Units pursuant to the Offer.

A general summary of the Australian tax implications for certain Investors who subscribe for Units pursuant to the Offer is included in Section 10 of the IPO PDS.

applICaTION fORm

Applications and Application Monies for Units under the Offer received after 5:00pm (AEST) on the Closing Date will not be accepted and will be returned to Investors. Interest will not be paid on Application Monies which are returned. Applications must be accompanied by payment in Australian currency. Cheques in respect of Applications should be made payable to “Walsh & Company Investments Limited ATF Emerging Markets Masters Fund Trust Account” and crossed “Not Negotiable”. No brokerage or stamp duty is payable by Applicants. Completed Application Forms, together with Application Monies, should be forwarded to one of the following addresses:

pOSTal

Emerging Markets Masters Fund Units Offer c/– Dixon Advisory

PO Box 575 Canberra ACT 2601

haND DElIVERED Canberra

Emerging Markets Masters Fund Units Offer c/– Dixon Advisory

Level 1, 73 Northbourne Avenue Canberra ACT 2601

sydney

Emerging Markets Masters Fund Units Offer c/– Dixon Advisory

Level 15, 100 Pacific Highway North Sydney NSW 2060 melbourne

Emerging Markets Masters Fund Units Offer c/– Dixon Advisory

Level 2, 250 victoria Parade East Melbourne vIC 3002

WhEN TO applY

Completed Applications under the Offer must be received by 5:00pm (aEst) on the Closing date. the responsible Entity may close the offer at any time without prior notice or extend the period of the offer in accordance with the Corporations act and the listing rules.

The Responsible Entity reserves the right to allocate any lesser number of Units than those for which the Applicant has applied. Where the number of Units allotted is fewer than the number applied for, surplus Application Monies will be refunded without interest.

ENQuIRIES

Applicants with enquiries concerning the Application Form or relating to this PDS and the Offer should contact the Responsible Entity on 1300 454 801.

GlOSSaRY Of TERmS

Defined terms and abbreviations included in the text of this PDS are set out in the Glossary in Section 8.

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lETTER Of

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IX Dear Investor

The Emerging Markets Masters Fund (Fund) provides investors access to the emerging markets universe, primarily using a fund-of-funds strategy targeting global emerging market investment funds, which are generally not available to Australian retail investors. Emerging markets are broadly defined and comprise countries in Latin America, Central and Eastern Europe, Africa, the Middle East and Asia (excluding Japan).

A fund-of-funds style of investment is based on investing in a range of underlying funds to build a diversified portfolio. Please refer to Section 4.2 of this PDS for an explanation of the risks associated with a fund-of-funds structure.

The Fund has assembled a portfolio of emerging market investments and as at 28 February 2013 was invested in 15 leading funds and one exchange traded fund (ETF), providing exposure across a number of emerging markets including the BRIC (Brazil, Russia, India and China) countries, Mexico, South Africa and several frontier countries (as described in the IPO PDS). See Section 3 for further details of the Fund’s portfolio (portfolio).

The Fund has taken a differentiated approach to investing in emerging markets, unconstrained by arbitrary views. Using the Investment Manager and Advisory Board’s broad network and experience, the Fund has only invested in emerging markets where fundamental value is believed to exist. Through its underlying funds, the Fund has exposure to a diverse range of emerging market companies operating across a range of sectors and businesses.

Since the allotment of units as part of the Fund’s IPO on 2 October 2012 to 28 February 2013, the MSCI Emerging Markets Index (the industry-recognised benchmark for emerging market equities) gained 5.7% (including dividends in AUD terms). Over the same period, the Fund has gained 7.2% compared to the post issue pro forma net tangible asset value of $1.53. At 28 February 2013, the Fund’s closing price was $1.70, a 6.3% increase from the issue price of $1.60 per Unit under its IPO PDS dated 29 August 2012. Investors are reminded that past performance is no guarantee of future performance. To date, the Fund’s China A-shares exposure was the biggest contributor to the Fund’s performance, followed by Brazilian shares and frontier market equities. China A-shares are generally only available for purchase by mainland citizens, with foreign investment only allowed through tightly-regulated structures. Further information regarding the Fund’s investments may be found on the Fund’s website at www.emergingmarketsmastersfund.com.au

To mitigate the potentially dilutive effects of adverse currency movements for Australian dollar investors, the Fund implemented a hedging strategy to limit foreign currency exposure to approximately 50%. The Fund’s hedging strategy has had a neutral impact on the Fund’s performance over the period.

The Responsible Entity believes the case for investment in global emerging markets remains strong. Since 2000, economic growth rates across emerging markets outpaced developed markets, underpinned by young, growing populations, abundance of resources and the continuation of long-term shifts in urbanisation, industrialisation and consumerism.

Emerging markets account for over 85% of the world’s population and 75% of its landmass. In 2012 emerging markets made up half of the globe’s gross domestic product (GDP), with this figure expected to increase as economic growth in global emerging markets outpaces that of developed economies. With only approximately 13% of the world’s stock market capitalisation residing in emerging markets, it is clear that financial markets are not reflective of the increased economic influence of emerging markets, creating an opportunity for investors to participate in the continued growth of this important asset class. The Responsible Entity believes emerging markets have become an important component in the construction of a well-balanced, diversified investment portfolio, rather than just an opportunistic investment as may have been the case several years ago.

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X

valuations of emerging market equities remain low in absolute terms and when compared to developed markets, and are supported by strong earnings potential, rising yields and durable balance sheets. This combination of strong fundamentals and attractive valuations has created an opportune time for investors to enter broad global emerging markets.

To capitalise on this opportunity, the Fund is undertaking the Offer to raise up to an additional 42,723,833 Units. Based on the closing market price on 28 February 2013 of $1.70, this would be a consideration of approximately $72.6 million.

Funds raised under this PDS will be invested in underlying funds operated by leading investment managers specialising in the emerging market equity asset class. The investment strategy is consistent with the strategy outlined in the IPO PDS and employed by the Investment Manager since the Fund’s initial public offering in 2012. The precise allocation of funds towards potential investments has yet to be determined. The Investment Manager retains a broad discretion to allocate such investments. Unitholders approved the issue of up to 42,723,833 Units pursuant to this PDS at a Unitholders meeting held on 20 March 2013. The Application Price for this Offer will be the volume Weighted Average Price (vWap) of Units of the last 5 trading days in which Units were traded, within the 20 trading days immediately prior to the offer Closing Date.

The Fund is managed with the goal of providing long-term total returns through a combination of capital appreciation and a consistent and growing income stream. Reflecting this strategy, the Fund intends to make a distribution of $0.06 per Unit for the financial year ending 30 June 2013. No guarantee can be given in respect of future earnings of the Fund or that distributions after 30 June 2013 will be paid. To the extent there is insufficient income to make this $0.06 per Unit distribution, this may be paid from capital. See Section 1 for details.

Like all investments, an investment in the Fund carries risk. The investment universe available to the Investment Manager of the Fund is extremely wide and the emerging markets in which investments will be made are diverse. As well as the developing nature of the economies in many of these markets, it is particularly important for potential investors to review carefully the risks associated with an investment in the Fund, including the risks associated with investing in emerging markets. These are set out in detail in Section 4 and summarised in the Key Investment Risks section of this PDS. Key risks include the risk that investing in underlying funds through the Fund may give different results from holding the underlying investments directly, the potential that trading of Units on ASX may be limited, exposure to risks associated with emerging markets that are not usually associated with investing in developed markets, the Investment Manager’s broad investment mandate and limited restrictions regarding geographical regions, sector or industry may render it difficult for investors to assess risks associated with the Fund, the potential for investments to be affected by future government actions in regions in which the Fund holds investments and exposure to fluctuations in foreign currency exchange rates. We encourage you to read this PDS carefully together with the IPO PDS before making your investment decision because these documents contain detailed information about the Fund and the Offer of Units to investors.

We commend the Offer to you and look forward to welcoming you as an investor in the Emerging Markets Masters Fund.

yours faithfully

Maximilian Walsh Alex MacLachlan

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KEY DaTES aND GENERal INfORmaTION

datE oF pds 5 April 2013

opEning datE 5 April 2013

Closing datE 17 April 2013

allotmEnt oF units 24 April 2013

dEspatCh oF holding statEmEnts 26 April 2013

trading oF units EXpECtEd to CommEnCE 29 April 2013

The dates are indicative only and may vary subject to the requirements of the Listing Rules and the Corporations Act.

The Responsible Entity may vary the dates and times of the Offer (including closing the Offer early) without notice. Accordingly, Investors are encouraged to submit their Applications as early as possible.

OffER STaTISTICS

oFFEr priCE pEr unit 5 trading day

vWAP1

minimum appliCation $2,000

maXimum oFFEr siZE2

(if all subscriptions are taken up, up to a maximum of 42,723,833 units) $75,000,000

total units on issuE on ComplEtion oF oFFEr iF maXimum

subsCription is aChiEvEd 85,447,666

last rEportEd nEt assEt valuE baCking pEr unit (nav)

at 28 FEbruary 20133 $1.64

1. Being the volume weighted average price at which Units trade on ASX over the last 5 days out of the 20 trading days on which Units traded on ASX up to the Closing Date. If Units do not trade on 5 days within the 20 trading days up to the Closing Date, the Offer Price will be the price per Unit determined by an independent expert with reference to the Closing Date.

2. There is no minimum total offer size. 3. Announced to ASX on 14 March 2013.

XIII

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XIV EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

KEY INVESTmENT BENEfITS

The Responsible Entity considers that emerging markets present an exciting opportunity for investors. Sections 1 to 4 of the Key Investment Benefits below set out the key benefits of emerging markets generally (which may or may not be realised through an investment in the Fund). Sections 5 to 10 of the Key Investment Benefits set out how you can access those benefits through an investment in the Fund.

1. STRONG ECONOmIC GROWTh RaTES

Since 2000, economic growth rates across emerging markets have consistently outpaced developed markets. The relative outperformance is expected to continue, with the International Monetary Fund (IMF) projecting developing and emerging economies to grow at a rate of 5.5% in 2013 compared with a growth rate of 1.4% for developed economies. This is illustrated in Figure 1.

DEVELOPED ECONOMIES -2% -4% 0% 2% 4% 6% 8% 10% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 EMERGING ECONOMIES fIGuRE 1: GDp GROWTh Of EmERGING maRKETS aND DEVElOpED maRKETS (2000-2013)

Source: IMF World Economic Outlook Database, January 2013

2. YOuNG, GROWING pOpulaTIONS aND aBuNDaNT NaTuRal RESOuRCES

Emerging markets house over 85% of the world’s population and 75% of its landmass. As globalisation continues to open world trade and increase access to global capital, emerging markets are well placed to reap significant benefits that will reshape their economic landscape. With only approximately 13% of the world’s stock market capitalisation residing in emerging markets, it is clear that financial markets are not reflective of the increased economic influence of emerging markets. This is illustrated in Figure 2.

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0% 100% 80% 60% 40% 20% of the w orld’ s popula tion 86% of the w orld’ s landmas s and r esour c es 75% of the w orld’ s for eign r eserv es 68% of the w orld’ s GDP (a t PPP) 50% of the MSCI A C W orld Inde x 13% of US ins titutions’ portf olios 3.6%

3. lONG-TERm uRBaNISaTION aND

a GROWING CONSumER ClaSS

While most developed regions have already reaped the majority of economic benefits from urbanisation, the trend of urbanisation in emerging economies is expected to continue to boost economic growth in those markets.

Urbanisation and industrialisation have propelled growth across emerging markets. This long-term urbanisation trend has given rise to a growing middle class, underpinning increased consumption. McKinsey Global Institute estimates the middle class from emerging markets will spend US$20 trillion annually during the next decade – double the current consumption in the United States (in absolute terms). Additionally, by 2025, more than half of the world’s population are forecast to join the consuming classes, driving annual consumption in emerging markets to US$30 trillion. This urbanisation trend is illustrated in Figure 3.

500 1000 1500 2000 2500 SOUTH EAST ASIA

CHINA

BRIC

TOTAL EMERGING MARKETS

DEVELOPED NATIONS 2010-2030 2030-2050 0 fIGuRE 3: uRBaN pOpulaTION GROWTh fORECaSTS (mIllION)

Source: United Nations, Population Division of the Department of Economic and Social Affairs

4. aTTRaCTIVE INVESTmENT ValuaTIONS

valuations of emerging market equities have fallen since the global financial crisis, in absolute terms and relative to developed markets, particularly when compared to previous decades. Combined with strong forecast economic fundamentals and earnings growth, the Responsible Entity and Investment Manager believe this is an attractive time for investors to enter global emerging markets. TaBlE 1: ValuaTION COmpaRISON – EmERGING maRKETS VS. DEVElOpED maRKETS

Emerging

markets

developed

markets

Forward price Earnings ratio 10.3x1 13.2x1 dividend yield 3.0%2 2.5%2

1. Source: MSCI Emerging Markets Index and MSCI World Index sourced from MSCI as at 28 February 2013.

2. Source: FTSE All Emerging All-Cap Index and FTSE Developed All-Cap sourced from the Financial Times as at 4 March 2013.

fIGuRE 2: VaST RESOuRCES, lOW CapITalISaTION

Source: Merrill Lynch Global Equity Survey, BP, CIA World Factbook, IMF World Economic Outlook, MSCI, Council of Institutional Investors 2010 Asset Allocation Survey.

XV

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XVI EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

5. fOCuS ON pROVIDING aTTRaCTIVE

RETuRNS ThROuGh a COmBINaTION

Of lONG-TERm CapITal GROWTh

aND DISTRIBuTIONS

The Fund’s target investments will be selected with the objective of providing attractive returns through a combination of long-term capital growth and a consistent and growing distribution stream. Reflecting this strategy, the Fund intends to make a minimum distribution of $0.06 per Unit for the financial year ending 30 June 2013, although no guarantee can be given in respect of future earnings of the Fund. To the extent that there is insufficient income to make this distribution, it may be paid from capital. There can be no guarantee that future distributions will be paid.

6. DIffERENTIaTED appROaCh TO

EmERGING maRKET INVESTING

The emerging markets asset class spans a wide geography and includes companies domiciled in Asia, Central and Eastern Europe, Latin America, Africa and the Middle East. The MSCI Emerging Markets Index covers an investment universe of over 2,700 securities in 21 markets.

The Fund has the ability to invest across the entire emerging market investment universe and will take a differentiated approach to investing, unconstrained by traditional, arbitrary or outdated views on what constitutes an emerging market.

7. EXpERIENCED INVESTmENT TEam

Investing in emerging markets requires specialist skills and years of experience through a number of market cycles. The investment team of the Investment Manager of the Fund, a member of the Dixon Advisory Group, brings experience and expertise both in the emerging market equity asset class and in providing comprehensive financial advisory services.

The Dixon Advisory Group has substantial experience in the management of listed and unlisted funds, representing more than $1.2 billion of funds in a variety of asset classes including emerging markets, Asian and Australian equities, natural resources, domestic and international fixed income and US residential property and private equity.

As outlined in the IPO PDS, the experienced Advisory Board provides the Investment Manager

with expert advice and recommendations in relation to portfolio and investment strategy, evaluation of investment opportunities and potential disposals, fund administration and other commercial matters for the Fund.

The Advisory Board consists of executives from the Dixon Advisory Group and independent, highly experienced investment professionals with significant experience in emerging markets. Profiles of the members of the Investment Manager and Advisory Board are provided in Sections 4.4 and 4.8 of the IPO PDS.

8. aCCESS TO lEaDING GlOBal

fuND maNaGERS

Through the experience, knowledge and contacts of the investment team of the Investment Manager and the Advisory Board, the Fund will invest in underlying investment vehicles pursuing a variety of mandates. This will provide investors with access to leading global emerging market equity fund managers and products, most of which may not be readily accessible by Australian-based retail investors.

9. DIVERSIfICaTION BENEfITS

The Responsible Entity believes the Fund offers the opportunity for investors to diversify their investment portfolio beyond equities traded in Australian and other developed markets while increasing their return potential. See Section 6.5.3 of the IPO PDS for details.

10. CONVENIENT INVESTmENT plaTfORm

Many of the best international global emerging market investment funds are restricted to institutional or high net worth individuals and as such have high minimum investment requirements, usually at least US$500,000 and often over US$5,000,000. The Fund provides investors with access to a diverse range of global emerging market investment vehicles, circumventing the usual size and access restrictions required to invest in such opportunities directly.

The Fund is designed to enable investors to access leading global emerging market specialist funds, enhance diversification, while minimising the administrative, reporting, and tax filing burden and providing for ease of contact and reporting via a single point of contact.

Investors will also have the benefit of the ability to trade Units on the ASX, subject to the maintenance of liquidity.

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KEY INVESTmENT RISKS

EmERGING maRKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT XIX

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EmErging markEts The Fund will have exposure to currencies and securities of emerging markets and thereby have exposure to risks not usually associated with investing in developed markets. These factors may affect the level and volatility of securities prices and the liquidity of underlying investments. Businesses within some emerging markets may not have a long history of operating within a market-orientated economy and may have a lack of management experience, modern technology and sufficient capital base with which to develop their operations.

Section 4.1(a)

broad invEstmEnt mandatE

The Investment Manager has a broad investment mandate and, there are limited restrictions regarding the specific emerging market geographic regions (other than as set out in Section 3.6 of the IPO PDS), sector or industry or the type of underlying equity funds that may be included in the Portfolio. Accordingly, it may be difficult for investors to assess the risk associated with the type of underlying investments that may be made by the Fund.

Section 4.1(b)

sovErEign risk Underlying investment entities may have agreements with foreign

entities. Future government actions in the relevant countries or regions could have a significant effect on the Fund. Should sovereign risks arise, these could have an adverse impact on the Fund’s performance.

Section 4.1(c)

CurrEnCy risk The Fund’s investments will be primarily in foreign currency denominated fund investments. The value of the Units will be affected by increases and decreases in the value of the foreign currency to the extent of any unhedged portion of the Portfolio.

Section 4.1(d)

dErivativEs and hEdging risk

The Fund intends to use derivative instruments for hedging purposes. The hedging strategies employed by the Fund may fail to hedge the exposure of the Fund to the extent desired, leading to realised returns different from those expected.

The Fund may also invest in underlying funds that deal with derivatives. This may give rise to certain investment risks such as the inability to complete a futures contract or option caused by an illiquid secondary market and an imperfect correlation between the price movements of the futures contracts or options with price movements of the subject portfolio security.

Section 4.1(e)

govErnmEnt poliCy Changes in government, monetary policies, taxation and other laws and actions (including such matters as compliance with environmental regulations) in the relevant countries or regions can have a significant influence on the outlook for underlying companies and, in turn, affect the Fund’s performance.

Section 4.1(f)

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EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

XX

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rEgulatory risk The Fund is exposed to the risk of changes to applicable laws or their interpretation which could have a negative effect on the Fund, its investments or returns to Unitholders or the risk of non-compliance with reporting or other legal obligations.

Section 4.1(g)

CrEdit or

CountErparty risk

The strategies of the Fund and of the underlying funds rely on the successful performance of contracts with external counterparties. There is a risk that these counterparties may not meet their responsibilities, including as a result of the insolvency, financial distress or liquidation of the counterparty.

Section 4.1(h)

Fund risk There is a risk that investing in funds may give different results from holding the underlying investments directly.

Section 4.2(a) undErlying

invEstmEnt managEr risk

As the Fund will invest with a number of underlying funds, there is a risk that the investment managers of those funds may not be able to achieve the stated aims and objectives for their funds or that an underlying manager selected by the Investment Manager may cease to manage a particular underlying fund.

Section 4.2(b)

potEntial For inCrEasEd Costs

The fund-of-funds style of investment may result in the Fund paying higher level of fees than if the Fund invested directly in the assets held by the underlying funds as fees are payable at two separate levels of management.

Section 4.2(c)

markEt risk Investment returns are influenced by market factors and can

experience wide fluctuations as a result of a number of non-entity specific influences. As a result, no guarantee can be given in respect of the future earnings of the Fund (and so no guarantee can be given with respect to the distributions payable to investors by the Fund) or the earnings and capital appreciation of the Fund’s investments.

Section 4.3(a)

Equity risk There is a risk that securities will fall in value over short or extended periods of time. Share markets tend to move in cycles, and individual share prices may fluctuate and underperform against other asset classes over extended periods of times. Investors in the Fund are exposed to this risk both through their holding in Units and then through the investment in securities through the underlying funds in which the Fund will invest. Units may trade at a price less than the Application Price and may not reflect the underlying NAv of Units

Section 4.3(d)

liquidity risk The Fund is a listed entity; therefore the ability to sell Units will be a function of the turnover of the Fund’s Units at the time of sale. Turnover itself is a function of the size of the Fund and also the cumulative investment intentions of all current and possible investors in the Fund at any one point in time.

Section 4.3(f)

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XXI

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

topiC

summary

morE

inFo

kEy pErsonnEl The Investment Manager plays an active part in reviewing the

performance of investments and selecting fund managers and has appointed the Advisory Board. The loss of key personnel available to the Investment Manager could have a negative effect on the Fund, as could the termination of the appointment of the Investment Manager. Section 4.3(h) limitEd pErFormanCE history

Prior to the Fund’s initial public offering, the Responsible Entity had not previously managed a portfolio of emerging market investments. However, key personnel of the Investment Manager and Advisory Board have considerable experience in this market. The information in this PDS (including the IPO PDS) about the investment objectives of the Fund are not from costs or projections or the result of any simulation of future performance. There is a risk that the Fund’s investment objectives will not be achieved.

Section 4.3(i)

taXation risk Tax laws (including Australian tax laws) are in a continual state of change and reform which may affect the Fund and Unitholders.

Section 4.3(j)

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01.

SummaRY Of ThE OffER

1

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

aBOuT ThE OffER

quEstion

summary

morE

inFo

Who is thE issuEr oF this pds and thE units?

This PDS and the Units are issued by Walsh & Company

Investments Limited (Walsh & Co or the responsible Entity), the Responsible Entity of the Fund.

Section 4 of the IPO PDS What is thE oFFEr? The Offer is for Units at an issue price equal to the volume

weighted average price at which Units trade on ASX over the last 5 days out of the 20 trading days on which Units traded on ASX up to the Closing Date. The Fund will issue up to 42,723,833 Units.

Section 2.1

What is thE purposE oF thE oFFEr?

The Fund is seeking to raise capital to invest in emerging market equity funds, primarily employing a fund-of-funds investment strategy. Section 3.1 of the IPO PDS is thErE a Cooling-oFF pEriod?

No, there is no cooling-off period for Investors. This means that once you have submitted an Application Form you will not be able to withdraw your Application, other than as permitted by the Corporations Act. However, you will be able to offer your Units for sale on ASX once the Fund is listed.

Section 2.10

hoW do invEstors obtain FurthEr inFormation?

Please contact Dixon Advisory Group on 1300 454 801 or visit the website at www.emergingmarketsmastersfund.com.au if you have questions relating to the Offer.

If you are uncertain about whether an investment in the Fund is suitable for you, please contact your stockbroker, financial advisor, accountant, lawyer or other professional advisor.

aBOuT ThE fuND

quEstion

summary

morE

inFo

What is thE struCturE oF thE invEstmEnt?

The Fund will primarily employ a fund-of-funds or multi-manager style of investment.

Section 3.1 of the IPO PDS What Will thE

Fund invEst in?

The net proceeds of the Offer will be invested by the Fund to gain access to leading investment securities and managers specialising in the global emerging markets equity asset class. The investment strategy is consistent with the strategy outlined in the IPO PDS and employed by the Investment Manager since the Fund’s initial public offering in 2012.

Until the Investment Manager identifies opportunities for

investment, funds raised will be invested by the Fund in cash, cash equivalents and interests in cash management trusts.

Sections 3.2 and 3.10 of the IPO PDS

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2 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

quEstion

summary

morE

inFo

What is thE

Fund’s invEstmEnt objECtivE?

The investment objective of the Fund is to achieve an attractive total return for Unitholders through a combination of long-term capital appreciation and a consistent and growing distribution stream. The Fund will invest in a range of high quality fund investments and managers specialising in the relevant sector. The Fund does not have a set investment term. However, because of the nature of the underlying investments in emerging market securities, an investment in the Fund should be viewed as long-term.

Section 3.3 of the IPO PDS

What is thE Fund’s distribution poliCy?

The Fund intends to provide a consistent and growing distribution stream. Initially, the Fund intends to make a minimum distribution of $0.06 per Unit for the financial year ending 30 June 2013. Units issued under the Offer will participate in this distribution. There can be no guarantee that future distributions will be paid.

The Fund’s distributions will include all net taxable income of the Fund. However, the Responsible Entity may determine that distributable income for the income year will be some other amount, whether income or capital, which the Responsible Entity considers appropriate for the year. Distributions are expected to be paid on a semi-annual basis.

Section 3.9 of the IPO PDS

What is thE Fund’s ForEign EXChangE poliCy?

The Fund employs currency hedging (currently approximately 50%) to convert some of its exposure to international assets back to Australian dollars. As a result, the Fund’s exposure to currency fluctuations and the risk of decline in the Australian dollar value of the Fund’s investments due to these fluctuations will be reduced. Conversely, a decrease in the value of the Australian dollar relative to other currencies could increase the value of the Fund’s investments. However, because the Fund employs hedging, it would not fully benefit from this type of exchange rate movement.

Section 3.7 of the IPO PDS

Will thE Fund undErtakE borroWings?

The Fund’s policy is not to undertake borrowings, but the Responsible Entity has the discretion to gear up to 10% of the value of total gross assets of the Fund. Underlying funds in which the Fund has invested may borrow from time to time. As the Fund will not hold a majority interest in these funds, it will not be in the position to exercise any control over such borrowings.

Section 3.11 of the IPO PDS What is thE invEstmEnt tErm?

The Fund does not have a set investment term. However, because of the nature of the underlying investments in emerging market securities, an investment in the Fund should be viewed as long-term in nature.

What arE thE signiFiCant taX impliCations oF thE Fund?

There are significant tax implications for Investors with respect to an investment in the Fund. A general summary of the Australian taxation consequences for certain Investors is provided in Section 10 of the IPO PDS.

Investors should seek independent tax advice based on their specific circumstances before making a decision to invest in the Fund.

Section 10 of the IPO PDS

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3

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

maNaGEmENT Of ThE fuND

quEstion

summary

morE

inFo

Who is thE invEstmEnt managEr?

Walsh & Company Asset Management Pty Limited is the Investment Manager of the Fund. The Investment Manager is a member of the Dixon Advisory Group. The Investment Manager is an authorised representative of the Responsible Entity.

Section 4.1 of the IPO PDS

What is thE tErm oF thE managEmEnt agrEEmEnt?

The Investment Manager has a management agreement with the Responsible Entity which has a term of 10 years, expiring on 2 October 2022. The management agreement may be terminated early in certain limited circumstances including material

unrectified breach of the agreement and the occurrence of an insolvency event with respect to a party. A summary of the terms of the management agreement including the termination events is included in Section 11.1 of the IPO PDS.

Section 11.1 of the IPO PDS

Who arE thE kEy oFFiCErs oF thE invEstmEnt managEr?

The officers of the Investment Manager with the primary responsibility for the Portfolio of the Fund will be Kevin Smith and Alex MacLachlan. Kevin Smith and Alex MacLachlan are also directors of the Responsible Entity.

Section 4.4 of the IPO PDS Who is on thE advisory board?

The Investment Manager has assembled an Advisory Board to provide it with expert advice, on a non-binding basis, in relation to portfolio and investment strategy, evaluation of investment opportunities and potential disposals, fund administration and other commercial matters for the Fund. The Advisory Board comprises: • Maximilian Walsh;

• David Thomas; • John Holland; and • June Aitken.

An outline of the experience of each member of the Advisory Board is set out in Section 4.8 of the IPO PDS.

Section 4.8 of the IPO PDS

INVESTING IN ThE fuND

quEstion

summary

morE

inFo

Who Can partiCipatE in thE oFFEr?

Only investors with a registered address in Australia can participate in the Offer.

Section 2.1

Can

supErannuation Funds invEst?

Superannuation funds can invest subject to the investment mandate of the particular fund and the trustee’s general powers and duties.

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4 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

quEstion

summary

morE

inFo

hoW do invEstors apply For units?

The procedures for making an investment in the Fund are described in Section 2.

The Responsible Entity may be required to obtain identification information from Applicants. The Fund reserves the right to reject an Application if that information is not provided upon request.

Section 2.4

What arE thE FEEs and Costs oF thE oFFEr?

The Responsible Entity will charge a structuring and arranging fee of 2.2% (including GST) and a handling fee of 2.2% (including GST) of the gross proceeds raised under this PDS.

The Responsible Entity (in its personal capacity) has elected to incur the costs and expenses associated with the Offer. This includes legal, tax and accounting advice costs, printing and other expenses, and excludes ASX listing costs.

Sections 5.1 and 5.2 (g)

What arE thE ongoing FEEs and Costs payablE by thE Fund?

The fee payable by the Fund to the Responsible Entity is a responsible entity fee of 0.088% per annum (including GST) of the gross asset value of the Fund.

The Fund will also be responsible for ongoing expenses such as registry services, listing fees, investor communications, taxes and bank fees, preparation of financial statements and tax returns, audit, legal, insurance, compliance costs and other expenses. The management agreement provides that the Investment Manager may receive a management fee up to 2.2% per annum (inclusive of GST). The Investment Manager has agreed to waive part of this fee and will receive a management fee of 1.1% per annum (inclusive of GST). This waiver will extend for at least the first year of the Fund from listing on the ASX and may be terminated on delivery of three months’ notice. This fee is charged on the gross asset value of the Fund and is payable monthly by the Fund.

Fees may also be charged by managers of funds in which the Fund invests. Section 5.1, 5.2 (b) and 5.2 (c) is thE oFFEr undErWrittEn?

The Offer is not underwritten. Section

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(29)

02.

INfORmaTION fOR applICaNTS

7

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT This is a summary only. This PDS should be read in

full before making any decision to apply for Units. The performance of the Fund is not guaranteed by the Responsible Entity, the Investment Manager or any advisor to the Fund.

2.1. ThE OffER

Walsh & Company Investments Limited (Walsh & Co or responsible Entity), as the Responsible Entity of the Fund, is the issuer of Units under this PDS. The Responsible Entity will offer for subscription a maximum number of 42,723,833 Units. There is no minimum subscription.

To participate in the Offer, your Application Form must be received by 5:00pm (AEST) on the Closing Date. The Closing Date may be brought forward by the Responsible Entity, and accordingly, Investors are urged to apply for Units early.

The Offer will only be made to investors who have a registered address in Australia.

2.2. applICaTION pRICE

The Application Price for Units under this Offer will be the volume weighted average price (vWap) at which Units trade on ASX over the last 5 days out of the 20 trading days on which Units traded on ASX up to the Closing Date. The last reported NAv was $1.64 at 28 February 2013, (reported to the market on 14 March 2013). On this date, the last traded price on the ASX was $1.70.

An Application Price based on a pricing methodology using the vWAP is in line with the Constitution and reflects the improved trading liquidity of Units since the Fund’s admission to the ASX on 11 October 2012. If Units do not trade on 5 days within the 20 trading days up to the Closing Date, the Offer Price will be the price per Unit determined by an independent expert with reference to the Closing Date.

2.3. mINImum applICaTION

The minimum application for the offer is $2,000.

2.4. applICaTIONS

you must use the Application Form issued with, and attached to, this PDS and complete the Application Form in accordance with the instructions contained within the Application Form.

Applications and Application Monies for Units under the Offer received after 5:00pm (AEST) on the Closing Date will not be accepted and will be returned to Investors.

Applications must be accompanied by payment in Australian currency.

Cheques should be made payable to “Walsh & Company Investments Limited ATF Emerging Markets Masters Fund Trust Account” and crossed “Not Negotiable”. Payments by cheque will be deemed to have been made when the cheque is honoured by the bank on which it is drawn. The amount payable on Application will not vary during the period of the Offer and no further amount is payable on allotment. No brokerage or stamp duty is payable by Applicants.

Completed Application Forms and accompanying cheques may be lodged with:

a. pOSTal

Emerging Markets Masters Fund Offer c/- Dixon Advisory

PO Box 575

CANBERRA ACT 2601 B. haND DElIVERED Canberra

Emerging Markets Masters Fund Offer c/- Dixon Advisory

Level 1, 73 Northbourne Avenue CANBERRA ACT 2600

sydney

Emerging Markets Masters Fund Offer c/– Dixon Advisory

Level 15, 100 Pacific Highway NORTH SyDNEy NSW 2601 melbourne

Emerging Markets Masters Fund Offer c/– Dixon Advisory

Level 2, 250 victoria Parade EAST MELBOURNE vIC 3002

A binding contract to issue Units will only be formed at the time Units are allotted to Applicants.

Application Forms will be accepted at any time after the date of the PDS and prior to 5.00pm (AEST) on the Closing Date.

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8 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT The Responsible Entity may close the Offer at any

time without prior notice or extend the period of the Offer in accordance with the Corporations Act.

2.5. OffER NOT uNDERWRITTEN

The Offer is not underwritten.

2.6. QuOTaTION

Applications will be made to the ASX within 7 days after the date of this PDS for quotation of the Units issued pursuant to this PDS.

The fact the ASX may quote the Units is not to be taken as an indication of the merits of the Fund or the Units. Quotation, if granted, will commence as soon as practical after holding statements are despatched.

2.7. allOTmENT

It is expected that Allotment of the Units under the Offer will take place by 24 April 2013. Application Monies will be held in a separate account until Allotment. This account will be established and kept by the Responsible Entity on behalf of the Applicants. The Responsible Entity may retain any interest earned on the Application Monies held on behalf of the Fund pending the issue of Units to successful Investors. The Application constitutes an offer by the Applicant to subscribe for Units on the terms and subject to the conditions set out in this PDS. Where the number of Units allotted is less than the number applied for, or where no Allotment is made, the surplus Application Monies will be returned by cheque within 7 days of the Closing Date. Interest will not be paid on refunded Application Monies to Applicants.

2.8. ChESS

The Fund currently participates in the Clearing House Electronic Subregister System (ChEss). CHESS is operated by ASX Settlements Pty Limited (asX settlement) in accordance with the Listing Rules and the ASX Settlement Operating Rules. Under CHESS, the Fund will not issue certificates to Unitholders. After allotment of Units, Unitholders will receive a CHESS statement.

CHESS statements, which are similar to bank account statements, will set out the number of Units allotted to each Unitholder pursuant to this PDS. The statement will also advise holders of their holder identification number and explain, for future

reference, the sale and purchase procedures under CHESS. Further CHESS statements, which reflect any changes in their Unitholding in the Fund during a particular month, will be provided to holders.

2.9. OVERSEaS uNIThOlDERS

Only members of the general public who have a registered address in Australia can participate in the Offer. The Offer does not constitute an offer in any place in which, or to any person to whom, it would be unlawful to make such an offer. It is the Fund’s intention, and, to the extent within its control, the Fund shall use its commercially reasonable efforts to ensure that the Units will not be resold, whether through the ASX or otherwise, to any persons, including US Persons (as defined below), other than members of the general public who have a registered address in Australia.

This document is not an offer or an invitation to acquire securities in any country. In particular, this document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States (us) or to, or for the account or benefit of, any “US person” (us persons), as defined in Regulation S under the US Securities Act of 1933 (securities act).

This document may not be released or distributed in the US or to any US Person. Any securities described in this announcement have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the US, and may not be offered or sold in the US, or to, or for the account or benefit of, any US Person, except in a transaction exempt from, or not subject to, the registration requirements under the Securities Act.

2.10. COOlING-Off pERIOD

There is no cooling-off period for Investors. This means that once you have submitted an Application Form you will not be able to withdraw your Application, other than as permitted by the Corporations Act. However, you will be able to offer your Units for sale on the market, once the Units to be issued pursuant to this PDS are quoted on the ASX.

2.11. TRaNSfER Of uNITS

The Fund’s Constitution provides that while the Fund is listed, Unitholders may make transfers in any manner permitted by CHESS, which may include off-market

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9

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT transfers of Units. you may instruct your stockbroker or

financial advisor to sell any, or all, of your Units on any trading day in which the Fund is trading.

2.12. pRIVaCY

When you apply to invest in the Fund, you acknowledge and agree that:

a. you are required to provide the Fund with certain personal information to:

i. facilitate the assessment of an Application; ii. enable the Fund to assess the needs of

Applicants and provide appropriate facilities and services for Applicants; and

iii. carry out appropriate administration. b. the Fund may be required to disclose this

information to:

i. third parties who carry out functions on behalf of the Fund on a confidential basis;

ii. third parties if that disclosure is required by law; and

iii. related bodies corporate (as that term is defined in the Corporations Act) which carry out

functions on behalf of the Fund.

Under the Privacy Act 1988 (as amended), Applicants may request access to their personal information held by (or on behalf of) the Fund. Applicants may request access to personal information by telephoning or writing to Walsh & Co.

A copy of the privacy policy of the Fund is available to Applicants on request.

2.13. aNTI-mONEY lauNDERING/COuNTER-TERRORISm fINaNCING aCT 2006

The Responsible Entity may be required under the Anti-Money Laundering/Counter-Terrorism Financing Act 2006 (Cth) or any other law to obtain identification information from Applicants. The Responsible Entity reserves the right to reject any Application from an Applicant who fails to provide the required identification information upon request.

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03.

fuND pORTfOlIO upDaTE

11

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT The Emerging Markets Masters Fund (Fund) provides investors access to the full emerging markets universe, primarily using a fund-of-funds strategy targeting global emerging market investment funds, which are generally not available to Australian retail investors. At 28 February 2013, the Fund had total assets of $69.8 million.

Initial Fund performance has been positive in absolute and relative terms. From the allotment of Units on 2 October 2012 to 28 February 2013, the MSCI Emerging Markets Index, the industry-recognised emerging markets equities benchmark, gained 5.7% including dividends in AUD terms. Over the same period, the Fund gained 7.2% compared to the pro forma net tangible asset value of $1.53. At 28 February 2013, the Fund’s closing price was $1.70, a 6.3% increase from its listing price of $1.60 per Unit. Investors are reminded that past performance is no guarantee of future performance.

3.1 CuRRENT pORTfOlIO (aS aT 28 fEBRuaRY 2013)

The following table outlines a summary of the Fund’s underlying managers: TaBlE 2: CuRRENT pORTfOlIO

managEr

typE

portFolio

(%)

1

aud (%)

rEturn

2

JP Morgan China Pioneer A-Share Fund China country specialist 9.3% 19.0%

East Capital Russian Fund Russia country specialist 9.1% 9.7%

APS China A-Share Fund China country specialist 8.9% 18.4%

Nevsky Eastern Europe Fund Eastern Europe region 7.5% 9.9%

Steadview Capital Fund India country specialist 6.8% 1.0%

Arisaig Africa Consumer Fund Africa consumer specialist 5.9% 15.0%

Brasil Capital Equity Fund Brazil country specialist 5.9% 16.4%

IP Brazil Fund Brazil country specialist 5.8% 14.3%

Arisaig Latin America Consumer Fund Latin America consumer

specialist 5.5% 11.6%

Fama Brazil Challenger Fund Brazil country specialist 5.4% 8.8%

Investec Active Quant Fund South Africa country

specialist 5.3% 5.5%

Bankinvest New Emerging Markets Equities Global 5.0% 17.3%

Polunin Discovery Frontier Markets Fund Global 4.7% 12.3%

iShares MSCI Emerging Markets Fund Global 4.6% 6.8%

Somerset Emerging Markets Dividend

Growth Fund Global 4.6% 5.9%

GBM Fondo Crecimiento Mexico country specialist 3.3% 16.2%

Cash3 2.5%

total 100.0%

1. Due to rounding, numbers may not add up to 100%. | 2. Underlying fund manager returns are calculated from 31 October 2012 to 28 February 2013. | 3. Excludes any cash held by underlying investment managers. | Note: these returns relate to the returns on underlying funds and may not be reflective of the return to the Fund.

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12 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

3.2 pORTfOlIO allOCaTION (aS aT 28 fEBRuaRY 2013)

The following tables outline the Fund’s investments by country, region and sector. The portfolio allocation is compared to the benchmark:

TaBlE 3: REGION WEIGhTS

Fund

bEnChmark

1

aCtivE WEight

EmEa2 37.8% 17.4% 20.4% asia 33.9% 61.0% (27.1%) latin america 25.9% 21.6% 4.2% Cash3 2.5% 0.0% 2.5% total 100.0% 100.0% TaBlE 4: COuNTRY WEIGhTS

Fund

bEnChmark

1

aCtivE WEight

China 19.4% 18.4% 1.0% brazil 17.7% 12.6% 5.2% russia 13.1% 6.0% 7.1% india 7.4% 6.5% 0.9% south africa 7.4% 7.1% 0.2% mexico 5.1% 5.3% (0.1%) Frontier 15.4% - 15.4% satellite 12.1% 44.1% (32.1%) Cash3 2.5% - 2.5% total 100.0% 100.0% TaBlE 5: SECTOR WEIGhTS

sECtor WEight

Fund

bEnChmark

1

aCtivE WEight

Consumer 34.7% 16.7% 18.0% Financials 22.9% 27.3% (4.4%) Energy 9.8% 12.0% (2.2%) industrials 8.9% 6.5% 2.4% materials 8.2% 11.1% (3.0%) telecom services 5.1% 7.4% (2.3%) healthcare 2.9% 1.3% 1.6% it 2.6% 14.1% (11.5%) utilities 2.4% 3.5% (1.0%) Cash3 2.5% - 2.5% total 100.0% 100.0%

1. MSCI Emerging Markets Index, the industry-recognised emerging markets equities benchmark. | 2. EMEA represents Europe, Middle East and Africa. | 3. Excludes any cash held by underlying investment managers.

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13

EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

3.3. TOp 50 hOlDINGS

The following is an indicative look-through of the stock exposure derived from the Fund’s portfolio of underlying funds at 28 February 2013:

TaBlE 6: TOp 50 hOlDINGS

namE

Country

% oF portFolio

itausa sa Brazil 1.8%

sberbank rossii oao Russia 1.7%

oil Company lukoil Russia 1.4%

gazprom oao Russia 1.3%

gree Electric appliances inc of Zhuhai China 1.3%

Cosan ltd Brazil 1.2%

nestle Foods nigeria plc Nigeria 1.1%

kroton Educacional sa Brazil 1.1%

restoque Comercio e Confeccoes de roupas sa Brazil 1.0%

China vanke Co ltd China 1.0%

kweichow moutai Co ltd China 0.9%

yes bank ltd India 0.9%

natura Cosmeticos sa Brazil 0.9%

raia drogasil sa Brazil 0.9%

ojsc rosneft oil Company Russia 0.8%

brazil realty sa Brazil 0.8%

Cetip sa mercados organizados Brazil 0.8%

megafon oao Russia 0.8%

jubilant Foodworks ltd India 0.8%

Citic securities Co ltd China 0.8%

shriram City union Finance ltd India 0.8%

marmagoa steel ltd India 0.7%

poly real Estate group Co ltd China 0.7%

East african breweries ltd Kenya 0.7%

Even Construtora e incorporadora Brazil 0.7%

Fuyao group glass industries Company ltd China 0.7%

Famous brands ltd South Africa 0.7%

ping an insurance group ltd China 0.7%

nigerian breweries plc Nigeria 0.7%

novatek oao Russia 0.7%

page industries ltd India 0.7%

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14 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

namE

Country

% oF portFolio

v-guard industries ltd India 0.7%

hypermarcas sa Brazil 0.7%

sistema joint stock Financial Corporation Russia 0.6%

transneft Russia 0.5%

Fomento Economico mexicano sab de Cv Mexico 0.5%

surgutneftegas oao Russia 0.5%

Forus sa Chile 0.5%

jsc kazmunaigas Exploration & production Kazakhstan 0.5%

shoprite holdings ltd South Africa 0.5%

Ecorodovias infraestrutura e logistica sa Brazil 0.5%

Eicher motors ltd India 0.5%

Zhengzhou yutong bus Co ltd China 0.5%

international meal Company holdings sa Brazil 0.5%

multiplus sa Brazil 0.5%

dimed sa distribuidora de medicamentos Brazil 0.5%

mr. price group ltd South Africa 0.5%

brazil pharma sa Brazil 0.5%

anhanguera Educacional participacoes sa Brazil 0.5%

total 39.3%

Note: The above information is current at 28 February 2013. The stock exposure of the underlying funds and the Fund’s investment in underlying funds may have changed since that date.

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References

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