HFA International Shares Fund - MLC or printout, including the Application Form. A paper copy of ......

ARSN 093 497 600Product Disclosure Statement

19 August 2010Responsible Entity: Certitude Global Investments Limited

ABN 25 082 852 364 AFS Licence 24 67 47

HFA International Shares Fund

HFA International Shares Fund2

This is a Product Disclosure Statement (‘PDS’) for the HFA International Shares Fund ARSN 093 497 600.

The name and contact details of the responsible entity are:

Certitude Global Investments LimitedLevel 5151 Macquarie StreetSydney NSW 2000

Phone: 1300 30 90 92Fax: (07) 3229 7580Email: [email protected]: www.certitudeglobal.com.au

Important informationUnits in the HFA International Shares Fund (‘the Fund’) are offered by Certitude Global Investments Limited ABN 25 082 852 364 (AFS Licence 24 67 47). Certitude Global Investments Limited is referred to in this PDS as the ‘Responsible Entity’, ‘we’, ‘our’ or ‘us’.

An investment in the Fund is an investment in a registered managed investment scheme. An investment in the Fund is not a bank deposit, bank security or other bank liability. It is subject to investment risk, including the possibility of delays in payment of redemption proceeds in some circumstances, or the loss of income or capital. Neither the Responsible Entity, LHP or their related bodies corporate, nor any of their respective directors or officers, guarantee the repayment of capital from the Fund or the investment performance of the Fund. Investments in the Fund are not guaranteed or underwritten by the Responsible Entity, LHP or their related bodies corporate, any of their respective directors or officers, or the Custodian.

Subject to the Corporations Act, the Responsible Entity may change any of the terms and conditions in this PDS. In the case of material changes we will provide thirty (30) days notice to Unitholders.

No person is authorised by us to give any information or to make any representation in connection with the offer of Units that is not contained in this PDS or in Updated Information provided by us. Any information or representation not so contained cannot be relied upon as having been authorised by us.

The issue of this PDS is authorised solely by us and none of our subsidiaries or related bodies corporate are responsible for any statement or information contained in this PDS.

If you are printing an electronic copy of this PDS you must first print all pages including the Application Form. If you make this PDS available to another person, you must give them the entire electronic file or printout, including the Application Form. A paper copy of this PDS (and any supplementary PDS) can also be obtained free of charge on request by calling Investor Services on 1300 30 90 92 or by contacting your financial adviser.

Units in the Fund (‘Units’) cannot be issued unless you use the Application Form attached to either a paper or electronic copy of this PDS.

The offer made in this PDS is available only to persons receiving this PDS within Australia. Applications sourced outside Australia will not be accepted.

The information contained in this PDS is general information only and does not take into account your individual objectives, financial situation or needs. You should read this PDS carefully and assess whether the information is appropriate for you and talk to a financial adviser before making an investment decision.

All references in this PDS to ‘$’ are references to Australian dollars unless stated otherwise.

Indirect investment through Portfolio ServiceWe authorise the use of this PDS by investors investing in the Fund indirectly through Portfolio Services such as investor directed portfolio services, wrap accounts or master trusts where we have an agreement with the Portfolio Service Operator.

For Indirect Investors, the Portfolio Service Operator will be the registered holder of Units and we will only send statements and notices to the Portfolio Service Operator. Indirect Investors should contact their Portfolio Service Operator for more information.

HFA International Shares Fund 3

Introduction PART 1This section outlines some important information about what absolute return funds are, including the benefits of the HFA International Shares Fund and a summary of the Fund’s features.

About the Responsible Entity and the Fund PART 2Outlines the management style of the Responsible Entity, the Fund and the Lighthouse Fund and details the general risks associated with the Fund. Further details on the Fund’s investment objective, strategy and key features are also outlined in this section.

Fees and Other Costs PART 3Details and descriptions of the significant fees of the Fund, what is paid to your financial adviser and important additional information about the fees and costs of the Fund.

Investment Management PART 4Provides information on establishing and managing your investment, how you can access information about your investment and details on receiving income (distributions) from your investment.

Additional Information PART 5Additional information on unit pricing, investments, taxation, regulatory requirements and terms and conditions of the Fund.

Glossary PART 6We have included some common terms used in absolute return fund management to assist you in building your understanding of the Fund.

Application Form and Checklist PART 7Includes all forms required by you to make an investment in the Fund as well as some information to assist you in the completion of the Application Form.


Investment objectiveThe Fund aims to achieve consistent absolute returns with a low probability of loss over the investment horizon and to outperform the MSCI World Index on a risk-adjusted basis by gaining exposure to a diversified selection of equity long/short absolute return funds from across the globe.

The MSCI World Index reflects the performance of a collection of stocks from all the developed markets in the world, and is the common measurement benchmark for global equity based investment funds.

PART 1

The Fund provides Australian investors with exclusive access to a diversified porfolio of specialist international equity long/short absolute return funds.

The Fund at a Glance

What rules apply to making an investment?

What are the fees and costs of the Fund?

All fees disclosed include the net effect of GST, except for the Initial Advice Fee and Ongoing Advice Fee which are inclusive of GST. For information about other fees and costs see pages 15 to 19. Please read this information carefully before investing.

Retail Wholesale

Minimum initial investment $5,000* $500,000* Page 21

Minimum additional investment No minimum No minimum Page 22

Minimum regular investment plan $250 per month ($750 per quarter) N/A Page 22

Income distribution and reinvestment

Annually for the period ending 30 June each year, where income is available. Where distributions are paid, you can elect to either have your distributions automatically reinvested or distributed. Page 25

Redemptions Monthly on thirty (30) days notice before month end. Refer to pages 22 and 23 for further details including the time frames for processing redemption requests and payment of redemption proceeds. Page 22

Cooling-off A cooling-off period of fourteen (14) days may apply to your investment. Page 26

Retail Wholesale

Initial Advice FeeAgreed between you and your financial adviser up to 3% of your initial investment amount.

Nil Page 19

Current management costs

2.62% p.a. (including an estimated Performance Fee)

2.36% p.a. (including an estimated Performance Fee)

Page 16

Ongoing Advice FeeAgreed between you and your financial adviser up to 1% p.a. of your total investment in the Fund, and deducted from your distribution payments.

Nil Page 19

*The Responsible Entity may accept or decline an initial investment for less than the ‘Minimum initial investment’ amount at its discretion.


Who should invest?An investment in the Fund may suit you if you:

• areseekingafocusonconsistentabsolutereturnsthroughexposure to international equity based strategies;

• areseekingthepotentialforgreaterconsistencyofpositivemonthly returns than a traditional managed equity fund;

• wanttodiversifytheinternationalequitieselementofyourinvestmentportfolio by adding an investment with a low correlation to traditional equity benchmarks and strong absolute return potential;

• haveamediumtolongterm(3-5years)investmenthorizon;and

• arecomfortablethatyoucanonlywithdrawyourinvestmenton a monthly basis after providing thirty (30) days notice and that it will usually take at least a further month to process your withdrawal (due to the nature of the underlying investments).

The Fund may not be suitable for you if you are seeking:

• accesstoyourfundsatshortnotice;and

• regularandconsistentincomedistributions.

We recommend that you read this PDS carefully and consult your financial adviser when deciding if the Fund is appropriate for your investment needs.

If you have any questions, you can also contact Investor Services on 1300 30 90 92 or by email to [email protected].

What are the investment risks?Investors should be aware that many risk factors could affect the performance of the Fund, including the following risks:

• thatfinancialmarketsmaymoveinamannernotforeseenorpredicted;

• theuseofleverageorborrowingsbytheLighthouseFundandUnderlying Managers may amplify the impact of negative returns and therefore the risk and extent of losses; and

• liquidityofaninvestmentintheFundwillbedependentupontheliquidity of the Fund’s investment in the Lighthouse Fund which in turn depends on the liquidity of its underlying investments.

These risk factors, and other risk factors including those discussed in ‘Understanding Investment Risk’ on pages 12 to 14, are mainly beyond our control and may not be capable of being foreseen or accurately predicted.

PART 1


What are absolute return funds?The term ‘absolute return fund’ is used to describe a professionally managed investment vehicle which is designed to deliver positive returns in rising markets, whilst preserving capital in falling markets. Thus, the objective, but not the guarantee, of an absolute return fund is to achieve absolute (positive) returns regardless of the direction of the financial markets.

Absolute return funds place strong emphasis on the disciplined use of investment and risk control processes and, as a result, can generate returns that have both a low volatility and a low correlation with traditional asset classes such as shares or bonds. Generally speaking, the value of the investments made by an absolute return fund will not rise and fall at the same time and to the same extent, as traditional asset classes.

In achieving their objectives, absolute return fund managers are able to employ a much wider range of investment strategies than those available to a traditional fund manager. This flexibility allows absolute return fund managers to invest in a variety of assets, sectors and financial instruments in order to manage risk, and to profit, in both rising and falling markets.

Some common strategies employed by absolute return funds include:

• takingalongorshortpositiononanasset,allowingthemtoprofit from anticipated price movements. This involves acquiring an asset at a low price and selling it at a higher price (‘long’), or selling an asset at a high price with the intention of buying it back at a lower price for a profit (‘short’). In the latter case a manager will often borrow the asset involved;

• acquiringalargedebtorequitypositioninatargetcompanyand using that position to take an active role in an organisation for the benefit of the fund;

• identifyingdisparatemarketpricingsonsecuritiesandinstruments that are economically identical, and then conducting trades according to those pricing inefficiencies; and

• usingleverage,whichmeansborrowingmoneyforthepurposeof investing larger sums in risk adjusted opportunities.

What is a ‘fund-of-funds’?A ‘fund-of-funds’ invests in a portfolio of different funds in order to provide exposure to a range of investment products and to diversify the risks associated with a single investment manager. A fund-of-funds structure can provide:

• diversificationacrossmanagers,funds,strategies,sectorsandgeographic locations;

• accesstosomeoftheworld’sleadinginvestmentfundmanagerswith a relatively small investment; and

• accesstoinvestmentfundsnototherwiseavailableinAustraliaorto retail investors.

The Fund is a registered managed investment scheme that operates as a ‘fund-of-absolute return funds’. For more information, see part 2 ‘About the Fund’ and ‘About the Lighthouse Fund’.

Absolute return funds focus on the achievement of risk adjusted returns, and play an important role in a diversified investment portfolio.

What are Absolute Return Funds?

GlossaryFor your assistance, a glossary of terms commonly used in absolute return fund management is provided on page 32.

PART 1


1. Potential to achieve positive returns irrespective of market direction

The Fund, as a fund-of-absolute return funds, aims to preserve capital during periods of negative performance in traditional asset classes and markets. Absolute return funds are able to employ a wide range of strategies and portfolio management tools to achieve this, including short selling and the use of derivatives and leverage. Because absolute return funds are not constrained by a traditional benchmark they have more flexibility to invest in a variety of assets, sectors and financial instruments in order to manage risk, and to profit in both rising and falling markets.

2. Diversification through exposure to non-traditional strategies

The Fund provides exposure to a wide range of non-traditional strategies. Consequently, the performance of the Fund, and absolute return funds generally, will usually not be dependant upon the rise or fall of any traditional sector, asset or market, such as shares or bonds. This provides investors with the opportunity to balance the returns of their traditional portfolio of shares and bonds by the inclusion of an absolute return fund investment.

3. Access a range of investment strategies and management expertise

Absolute return fund managers utilise a broad range of investment and risk management strategies that are not available to traditional fund managers and an investment in the Fund provides exposure to these strategies. Such strategies include event driven investments, short selling, long/short investing and the use of derivatives and leverage. The use of such strategies and the expertise between absolute return fund managers also differs. The Fund, through its investment in the Lighthouse Fund, is able to access not only a range of strategies that differ from those used in traditional share and bond portfolio management, but also a wide range of professional managers employing those strategies.

4. Access to investment funds not generally available to the Australian investing public

The Fund has exposure to a diversified portfolio of underlying absolute return fund managers located across the globe. Through the Fund’s investment in the Lighthouse Fund, investors have the ability to access proven international and domestic fund managers not widely available to the Australian investing public or to retail investors. The Fund offers investors the ability to access these opportunities while benefiting from local compliance, administration and investor support.

Absolute return fund strategies place strong emphasis on the disciplined use of investment and risk control processes. If you wish to improve your portfolio’s risk adjusted returns then this Fund might suit you.

Benefits of investing in the FundPA

RT 1


Who is the Responsible Entity?Certitude Global Investments Limited is the responsible entity of the Fund and is a wholly owned subsidiary of HFA Holdings Limited ACN 101 585 737 which is a company listed on the Australian Securities Exchange.

We were established in 1998 and are the responsible entity and investment manager of a number of absolute return funds and alternate investment funds. Currently we have approximately $1.3 billion in assets under management and offices in Sydney, Melbourne and Brisbane.

We were previously known as HFA Asset Management Limited and changed our name on 29 July 2010 to Certitude Global Investments Limited.

Our investment teamOur funds and their investment portfolios are managed by an experienced, specialist team.

The key responsibilities of the team are to:

• undertakeduediligenceoninternationalmanagersandproductsthat our funds invest in;

• foreachfund,constructaportfoliowhichbestmeetsourfund’sobjectives;

• monitoreachfund’sinvestmentsandportfoliocharacteristicsonan ongoing basis; and

• undertakecurrencystrategiesinaccordancewiththeobjectivesof our funds.

In meeting these responsibilities we work closely with a number of international investment advisers to assist in providing us with additional global expertise.

About the investment adviserWe have an Advisory and Access Agreement with Lighthouse Investment Partners LLC (‘LHP’), a wholly owned subsidiary of HFA Holdings Limited, and a related party of the Responsible Entity.

The Advisory and Access Agreement gives us exclusive rights to market and promote investment in funds and products of LHP, including the Lighthouse Global Long/Short Fund Limited (‘Lighthouse Fund’) managed by LHP, to investors in Australia and New Zealand. The main terms of the Advisory and Access Agreement are summarised on page 27.

Our investment team remains responsible for managing the Fund. However, the Advisory and Access Agreement provides us with access to specialist investment and financial market analysts located in New York, Chicago, Florida, London and Hong Kong. Having access to such valuable resources located in the USA, the United Kingdom and Asia is a significant advantage when it comes to

monitoring and accessing a wide range of international absolute return and alternate investment strategies and managers.

How are our funds managed?Management of our funds, including the Fund, involves four key components:

We establish the applicable fund’s investment objective and from there we determine the investment strategy to best meet this objective. Our funds typically invest in international absolute return funds or alternative investment funds (‘underlying funds’) which would otherwise not be available to retail clients in Australia. We select an underlying fund whose investment strategy is similar to our fund to assist in meeting the investment objective of that fund.

When selecting an underlying fund, extensive due diligence is conducted on that fund and its investment manager. This due diligence includes, among other matters, an examination of:

• investmentstrategysuccessandsustainability;

• investmentprocesseffectivenessandflexibility;

• investmentandoperationalriskmanagementcontrols;and,

• managerexperience,performanceandreputation.

We then work to ensure that the investment portfolio is constructed to comply with the fund’s investment strategy, and that the asset allocation employed by the underlying fund achieves the aim of maximising performance whilst managing the risk and volatility of returns.

We employ a system of risk management and monitoring controls to monitor that the underlying fund’s investments continue to comply with the fund’s investment strategy and risk parameters. Our monitoring practices include an ongoing assessment of the performance of the underlying fund, the composition of the underlying fund’s investments and ongoing due diligence.

PART 2

We take an active and disciplined approach to absolute return and alternate investment funds management.

About the Responsible Entity

InvestmentStrategy

Portfolio Construction

DueDiligence

Risk Control & Monitoring


Investment objectiveThe Fund aims to achieve consistent absolute returns with a low probability of loss over the investment horizon and to outperform the MSCI World Index on a risk-adjusted basis by gaining exposure to a diversified selection of equity long/short absolute return fund managers from across the globe.

The MSCI World Index reflects the performance of a collection of stocks from all the developed markets in the world, and is the common measurement benchmark for global equity based investment funds.

Investment strategyThe Fund’s strategy is to access, through the Fund’s investment in the Lighthouse Fund, an actively managed diversified portfolio of specialist international equity long/short absolute return fund managers (‘Underlying Managers’) with a low correlation to the MSCI World Index. Each Underlying Manager of the Lighthouse Fund is selected with the intention of creating a pool of investments which blend together to create a balanced portfolio designed to achieve the Lighthouse Fund’s, and therefore the Fund’s, investment objectives.

What does the Fund invest in?The Fund invests primarily in shares of the Lighthouse Fund, but may also hold cash.

The Fund aims to be fully invested in the Lighthouse Fund, holding only sufficient cash to meet Fund expenses and redemptions.

The table below shows the Fund’s targeted investment range for each asset class. The Fund may temporarily move outside these ranges due to certain factors such as the receipt of significant cash flows. If this occurs, action will be taken to bring the Fund back to within these ranges as soon as practicable. Where we believe it is in the best interest of investors as a whole, we may change the investment ranges from time to time without prior notice to investors.

The most recent asset allocation of the Fund is available via our website www.certitudeglobal.com.au or by contacting Investor Services on 1300 30 90 92.

PerformanceFor Fund performance information please refer to the Fund’s monthly updates and reports for the latest information on investments held, and commentary on the Fund’s performance and outlook.

All updates and reports are available via our website www.certitudeglobal.com.au or by contacting Investor Services on 1300 30 90 92.

Lighthouse Fund investmentsThe Underlying Managers with which the Lighthouse Fund invests (by way of Managed Accounts) have the ability to invest long and short in a broad range of securities and derivatives including domestic and global shares, bonds, mortgage backed securities, options, swaps, futures, warrants, index linked securities, cash, currencies, commodities, managed investments and other instruments. The Lighthouse Fund and Underlying Managers may borrow or lend securities both internally and externally.

Borrowing and leverageThe Fund may borrow for administrative purposes such as managing Unitholder redemptions and meeting expenses.

The Fund itself does not generally use borrowings or other forms of leverage for investment purposes, but the Lighthouse Fund and Underlying Managers may use borrowings, derivatives or other forms of leverage to gain or increase investment exposure to particular investments or to manage risks associated with investment exposures. Risks involved with leverage are outlined on page 13.

Changes to the FundThere may be changes from time to time to the way that the Fund is managed, including its investment objective and strategy. We will notify investors of any material change to the investment objective or strategy. LHP, in managing the Lighthouse Fund and its investments, may add or remove investment advisers and Underlying Managers at any time without notice to us.

Minimum suggested timeframeThe minimum suggested timeframe for an investment in the Fund is three (3) to five (5) years.

PART 2

The Fund provides Australian investors with exclusive access to a diversified portfolio of specialist international equity long/short absolute return funds.

About the Fund

Asset class Targeted investment range

Lighthouse Fund 95% - 100%

Cash 0% - 5%


About Lighthouse Investment Partners LLCLighthouse Investment Partners LLC (‘LHP’) is a global absolute return focused fund manager. LHP currently manage in excess of US$4 billion across a number of fund-of-funds.

LHP’s headquarters are in Palm Beach Gardens, Florida and they have a team of 74 employees, including 23 dedicated investment professionals based in New York, Chicago, Florida, London and Hong Kong offering a global network of research and due diligence expertise.

Our association with LHP commenced in 2001 and in January 2008, HFA Holdings Limited, our parent entity, acquired LHP. The current arrangements between us and LHP are governed by the Advisory and Access Agreement, the main terms of which are summarised on page 27.

LHP utilises proprietary technology systems that provide customised portfolio construction and risk management tools. This software includes a database of more than 10,000 absolute return funds, which allows LHP to track, analyse and research their performance and those of the Underlying Managers they utilise. The system not only directly monitors the performance of those Underlying Managers that are already included in LHP fund portfolios, but it also allows LHP to track managers and funds with a view to future portfolio investments.

About the Lighthouse FundWe have selected the Class C shares of the Lighthouse Global Long/Short Fund Limited (‘Lighthouse Fund’) as the primary investment of the Fund. The Lighthouse Fund is an open ended investment company incorporated in the Cayman Islands as an international business company. The Lighthouse Fund is a global equity long/short fund of funds which is focused on offering an alternative to traditional equity investments.

The Lighthouse Fund invests by way of carefully constructed Managed Accounts with specialist international managers (though may also invest directly in managed funds). Lighthouse has approximately ninety (90) Managed Account relationships across its various funds, and it aims for the Lighthouse Fund to hold Managed Accounts with typically twenty (20) to twenty-five (25) core specialist equity long/short managers.

What are equity long/short managers?Equity long/short managers invest in equities through both a long equity portfolio and a portfolio of short equity holdings. The short portfolio may serve as a hedge against the long only positions and may also provide investment returns through stock selection. Through utilising both a long and a short equity portfolio, managers may generate investment returns via stock selection, rotation in and out of cash, and timely shifts in market exposures.

What are Managed Accounts?LHP has created a series of Managed Accounts through which the Lighthouse Fund is able to access a diverse portfolio of underlying investments.

Each Managed Account represents a discrete portfolio of investments of the Lighthouse Fund (‘Underlying Investments’).

The Lighthouse Fund maintains Managed Accounts with typically twenty (20) to twenty-five (25) core specialist equity long/short managers (‘Underlying Managers’), selected specifically by LHP for their particular expertise.

The Underlying Managers are responsible for managing the Underlying Investments in accordance with their specific mandate and LHP’s instructions.

Each Managed Account is designed to have a specific investment objective which the Underlying Manager has been selected to achieve. An Underlying Manager may oversee multiple Managed Accounts.

With the benefits of daily transparency, flexibility, and asset control, Managed Accounts overcome the lack of investment visibility and control associated with traditional fund-of-fund structures involving trusts, companies or managed funds. Although these benefits add a level of operational complexity, LHP has built the necessary level of infrastructure and expertise over many years.

PART 2

Lighthouse Investment Partners LLC (‘LHP’) focuses on innovative investment solutions that strive to safely compound clients’ capital. Their proprietary managed account program is the hallmark of LHP’s investment process.

About the Lighthouse Fund

We conducted extensive research and due diligence in the selection of an investment that can assist the Fund in meeting its stated investment strategy.

We selected the Lighthouse Global Long/Short Fund Limited (‘Lighthouse Fund’) managed by Lighthouse Investment Partners LLC, as the primary investment of the Fund.


PART 2

A traditional fund-of-fund structure can be represented as follows:

In the traditional structure, each Underlying Manager has full control over the investment operation. The Underlying Manager’s fund directly owns all of the underlying assets, and, as an investor, the fund-of-fund would be subject to the specific rules, costs and regulations of that fund. This structure provides the fund-of-fund with limited transparency regarding the portfolio’s assets, and no control over how the fund-of-fund’s monies are ultimately invested.

The LHP Managed Account structure can be represented as follows:

Under the Managed Account structure the Lighthouse Fund owns the underlying portfolio of investments, and has access to full daily transparency regarding their performance.

Whilst the management of the portfolio remains with the specialist Underlying Managers, their decisions are subject to a defined mandate, a strict contractual relationship, and customised risk management controls.

The Managed Account structure reduces the risk of fraud, through ownership of assets, and minimises the risk of audit, valuation and administrative irregularities, or of finding its investments subject to lock-up gates or redemption suspensions imposed by underlying investment funds. The structure also allows the Lighthouse Fund to take timely advantage of investment opportunities.

Diversification strategyLHP selects Underlying Managers according to the interplay of a number of discrete elements, based on the Underlying Manager’s expertise, including their:

• geographiclocation;

• marketofchoice,suchasdebt,equity,commodity,currency,options or fixed interest;

• marketsectorofexpertise,suchastechnology,miningorhealthcare;

• investmentinstrumentofchoice,forexamplefutures,optionsorswaps;

• desiredlevelsofexposuretomarketdirection;

• investmentmethodology,whichmayinvolvequantitativeorqualitative market analysis and prediction; and

• chosenlevelsofdiversification,whetheritbeacrosssectors,markets, managers or individual strategies.

The Lighthouse Fund offers diversification by manager, geography, market capitalisation, sector and investment style through the specialist selection of Underlying Managers who pursue a number of different investment strategies.

The Lighthouse Fund expects to have an allocation to four different equity long/short investment styles, namely:

• Value strategiesUnderlying Managers utilising this strategy will invest in public shares with generally more than a twelve (12) month investment horizon. Fundamental analysis is undertaken of companies, industry, suppliers and products with a private equity mentality. An example is an Underlying Manager who conducts extensive analysis of mid-cap, low tech conglomerates and will take a stake in a company in order to enact their strategy of “constructive shareholder activism” – effectively persuading management and shareholders to restructure the business units to make the corporation more profitable.

• Event driven strategiesUnderlying Managers employing this strategy invest with generally a one (1) to nine (9) month time horizon. Fundamental analysis of stocks is undertaken but Underlying Managers will only initiate positions on the basis of an impending or recent event (for example – management changes, regulatory changes, product changes, capital structure changes) which the Underlying Manager perceives to be significant enough to realise value in the share price.

• Trading strategies

Underlying Managers employing this strategy will invest on a shorter time horizon of up to three (3) months, using a combination of fundamental and technical analysis.

An example is an Underlying Manager who conducts fundamental research and employs in-depth knowledge of industry groups. The Underlying Manager then employs technical analysis to identify the best entry and exit points.

The Underlying Manager’s analysts look within sectors and then at specific companies in order to identify trends in which the Lighthouse Fund may profit.

The analysis is “grass roots” whereby the analysts contact consultants and other industry participants to identify what trends are gaining traction in a certain sector and which companies will benefit or suffer accordingly.

• Sector specific strategiesUnderlying Managers employing this strategy will invest across any or all of the three sub strategies of trading, event driven and value with an additional focus on a specific sector such as healthcare or technology.

Fund-of-Fund

Underlying Manager

Portfolio

Lighthouse Fund

Underlying Manager

Portfolio


The risks of investingAlmost any investment involves some risk as investments can decline as well as increase in value or they may not ultimately meet an investor’s objectives, even in funds with absolute return objectives.

How are the risks managed?We apply a detailed system of risk management and fund monitoring controls designed to ensure compliance with the Fund’s investment strategies and risk parameters.

Also, we require investment advisers with whom we invest, such as LHP, to have risk management and fund monitoring controls as part of their operations.

Managing investment risk through diversificationDiversification of an investment portfolio is an important risk management strategy as it involves spreading your money across different investments. So, if a specific investment is not performing, another investment in the portfolio with a different focus may be experiencing better returns to offset this performance. Absolute return funds tend to have a low correlation with traditional asset classes such as shares or bonds because they do not generally increase or decrease in value at the same time, and to the same extent, as traditional asset classes. Thus, the incorporation of absolute return funds into an investment portfolio may offer investors the opportunity to balance the diversification aspects of their portfolio and to improve their risk adjusted returns.

What risks affect an investment in the Fund?An investment in the Fund involves risks, including the risk that the entire amount invested may be lost. The success of the Fund’s investment program and that of the Lighthouse Fund may be substantially and adversely affected by general economic and market conditions, including interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. Many of the risks that may affect an investment in the Fund may not be within our control and no assurances can be given that we will anticipate these developments.

The principal risks to which you are exposed via an investment in the Fund include the items listed below. These risks, if they eventuate, are likely to have an adverse impact on the Fund and consequently the performance and value of, and returns (if any) you receive on, your investment.

Manager riskThe Fund invests in the Lighthouse Fund which in turn invests, by way of Managed Accounts, in a range of assets and instruments. Through Managed Accounts the Lighthouse Fund will utilise varying equity long/short investment strategies which are heavily dependent on the skill of each Underlying Manager. Different manager styles produce varying performance in different market environments.

The performance of the Fund primarily depends upon the performance of the Lighthouse Fund which, in turn, relies upon the performance of LHP in selecting and monitoring Underlying Managers and the investment performance of the Underlying Managers.

There is a risk that LHP or the Underlying Managers may not perform as expected, or that their key staff may leave which may impact on the Fund’s returns, risk, liquidity and value.

Although the Lighthouse Fund has a history of consistent risk adjusted performance and engages Underlying Managers with demonstrable track records, historical investment performance is no guarantee of future investment performance.

Access to the Lighthouse Fund riskWe have exclusive rights to promote investment in the Lighthouse Fund to investors in Australia and New Zealand pursuant to the Advisory and Access Agreement, a summary of which is set out on page 27. If the Advisory and Access Agreement was terminated, and the summary on page 27 describes some of the circumstances in which the agreement may be terminated, we would cease to hold such exclusive rights.

Termination of our exclusive rights may adversely affect our ability to invest further funds in the Lighthouse Fund. Consequently, this would necessitate reviewing the investment strategy, ongoing operation and continued acceptance of subscriptions for this Fund.

Also, the termination of the Advisory and Access Agreement may enable LHP to charge management, performance and other fees on the Fund’s investment in the Lighthouse Fund which would impact the value of the Fund and its financial performance. This is because management fees and performance fees are not charged on the Fund’s direct and indirect investments in the Lighthouse Fund as we pay a proportion of our management fee and performance fee to LHP.

PART 2

Before deciding whether to invest in the Fund, it is important that you understand the risks that can affect your investment. All investments are subject to risk, and investments can decline as well as increase in value.

Understanding Investment Risk


PART 2

Market riskMarket risk is the risk that financial markets move in a direction or a manner not foreseen or predicted. This may affect the Fund because whilst the Fund may, through its investment in the Lighthouse Fund, aim to achieve returns independent of returns from traditional asset classes, they may also be correlated with certain market drivers to some extent. The primary markets which affect the performance of the Fund are:

• globalequities;

• foreignexchange,and

• Australiancash.

Foreign exchange riskInvestments in global market securities involve the risk of currency fluctuations between the Australian dollar and the currency in which the investment is made. The Fund invests in AUD denominated Class C Shares in the Lighthouse Fund.

Fluctuations in the exchange rate between foreign currencies and the Australian dollar are unpredictable and can have significant impact on the return on investment to each investor. The AUD denominated Class C Shares in the Lighthouse Fund are substantially hedged with respect to foreign currency exposure. This means that the Lighthouse Fund’s Class C Shares will attempt not to benefit from, or be disadvantaged by, any significant movement in its foreign exchange exposure. However, there is no assurance that the hedging strategies implemented by Lighthouse will be successful.

The aim is for the Lighthouse Fund’s Class C Shares to earn their investment return from the Lighthouse Fund’s investments rather than from the combination of those investments and movements in foreign exchange pricing.

The Class C Shares are substantially hedged because, if the value of the Fund’s Class C Shares in the Lighthouse Fund increases over a month, the amount of the increase in the value of those shares is not hedged by Lighthouse against exposure to movements in foreign exchange rates until the next month. The cost of hedging is an expense of the Class C Shares in the Lighthouse Fund and reflected in the price of those shares.

Debt and leverageLeverage is explained on page 32.

The Lighthouse Fund may directly or indirectly utilise leverage by borrowing or using derivatives to gain an increased exposure to investments and these activities may impact the Fund’s risk, liquidity and value. Such techniques increase the return of positive performance on investments or amplify the impact of negative returns and therefore the risk and extent of losses.

The Fund may, from time to time, use borrowings for administrative purposes, such as managing investor redemptions, and to manage currency exposures by facilitating foreign exchange hedging positions.

Derivatives riskDerivatives are contracts that derive their value from some underlying security, index, interest rate, bond or commodity. Derivatives include futures, options, forward currency contracts and swaps. Generally speaking, derivatives are used to gear an investment portfolio, manage interest rate or credit risk, protect against fluctuations in the market value of existing investments, and/or gain investment exposure.

The use of derivatives by the Lighthouse Fund or the Underlying Managers can expose the Lighthouse Fund portfolio to risks including the possibility that the derivative position is difficult or costly to reverse; a loss resulting from an adverse movement in the value of an asset or index underlying the derivative; or that the parties do not perform their obligations under the derivative contract. These risks may result in losses to the Fund on its investment in the Lighthouse Fund.

Liquidity riskThis is the risk that assets, specifically shares in the Lighthouse Fund, cannot at short notice be easily converted into cash to realise underlying investment positions or to redeem investor’s Units in the Fund. The Fund’s ability to redeem Units is dependent upon its ability to redeem the shares it holds in the Lighthouse Fund and current redemption procedures offered by the Lighthouse Fund enable the Fund to maintain the redemption periods currently offered to investors. Similarly, the Lighthouse Fund’s ability to meet redemption requests from the Fund (as well as from other investors in the Lighthouse Fund) will depend upon its ability to redeem or realise its investments which may also be in other managed funds, managed accounts, companies or trusts.

The Lighthouse Fund may directly or indirectly invest in non-marketable and/or illiquid investments which could be difficult or impossible to sell at short notice, or at desired prices. In addition, an Underlying Manager with whom the Lighthouse Fund invests may only permit redemptions on a quarterly, semi-annual or annual basis, and may have an extended minimum investment term. These factors may result in reduced liquidity for the Fund and consequently limit the ability of investors to redeem their Units.

Under its offering memorandum, the Lighthouse Fund may suspend redemptions in certain circumstances, delay payment of redemption proceeds or redemptions may be satisfied through a transfer of the Lighthouse Fund’s assets rather than payment of cash.

If the Lighthouse Fund changes its redemption frequency currently offered to the Fund, suspends redemptions, delays payment of redemption proceeds or satisfies redemptions through a transfer of assets we may, subject to compliance with the Constitution:

• changethefrequencyofredemptions,thenoticeperiodforredemption requests or both, meaning you will have less opportunity to redeem your Units;

• suspendredemptions;or

• berequiredtotreattheFundasnon-liquid,meaningyouwillonlybeable to redeem Units in accordance with a withdrawal offer made by us and we will be under no obligation to make withdrawal offers.


If we suspend redemptions or the Fund ceases to be liquid as described above, the Constitution requires us to convene a Unitholders’ meeting for the purpose of considering whether the Fund should be wound up or if withdrawal offers should be made available.

These factors may result in reduced liquidity for the Fund or could adversely affect the value of an investment in the Fund.

Related position riskA number of the Underlying Managers could independently accumulate positions in the same security at the same time, which could then be difficult or impossible to sell at short notice or at desired prices, resulting in concentrated exposure and reduced diversification for the Fund.

Counterparty risk Counterparty risk is the risk that contractual obligations between the Fund, the Lighthouse Fund and the Underlying Managers and other parties are not fulfilled or are not enforceable.

Regulatory riskThe Lighthouse Fund and its investments are based outside of Australia and may be domiciled in regions where government supervision and investor protection are less regulated than in Australia.

There is also a risk that domestic and international laws or regulations (including tax laws) are changed adversely, which may negatively impact on investment returns.

Compliance riskThe funds management process outlined on page 8 includes a detailed system of risk management and fund monitoring controls designed to ensure compliance with the Fund’s investment strategy and risk parameters. There is however a risk whereby compliance processes and investment guidelines are breached.

This compliance risk is managed by LHP regularly reviewing and closely monitoring the Underlying Managers as part of the investment process, and by our own risk and compliance monitoring of LHP and our internal processes.

Business and operational risk Business risk is the risk that we, LHP and the Underlying Managers may not manage business commitments satisfactorily, such as failing to comply with the terms of a material contract. This may result in the closure of our Fund, the Lighthouse Fund or the termination of an Underlying Manager.

Operational risk is the risk that we, LHP or the Underlying Managers will operate outside of usual business and investment practices. This includes a failure by us or LHP to correctly value our respective portfolios, detect fraudulent activities, or resource our businesses. These events could result in a loss to investors to the Fund.

Operational risk encompasses the risk that key individuals are no longer able to fulfill their obligations within the investment and administration process. The returns of the Lighthouse Fund or its investments and the Fund may be dependent on the management skill of a particular individual or team.

Operational risk also includes the risk of computer system failure. The Lighthouse Fund and Underlying Managers rely heavily on computer systems and computer generated trading models to make investment decisions and may experience systems outage for a period of time.

Short selling riskA fund manager undertakes ‘short selling’ when they sell a security that they do not currently own (but may have borrowed) with the expectation that the price of the security will fall and they will be able to buy the security back later at a lower price. The Lighthouse Fund and Underlying Managers may use short selling.

Short selling may involve greater risk than buying securities for resale. In the latter case, the losses on securities purchased are limited to the amount invested, whereas in the former the losses can be much greater than the initial value of the security borrowed. Short selling also incurs costs and interest payable on the securities borrowed. In addition, there can be no guarantee that sufficient securities will be available for purchase to cover the position taken.

Whilst short selling is an effective strategy for improving returns and hedging other market exposures, it can also result in losses for the Lighthouse Fund which may affect the Fund’s performance.

Interest rate riskA change in interest rates can result in a loss of capital to the Fund. Whilst the Fund’s exposure to borrowings will generally be limited, the Lighthouse Fund and Underlying Managers may employ strategies that create an exposure to changes in interest rates through instruments or investments designed to profit from either rising or falling interest rates.

Are there any other risks you should be aware of?The risks set out in this section should not be taken as an exhaustive list of the risks involved with an investment in the Fund. Your investment goals and objectives are unique to your circumstances. As such, there is the possibility that your objectives will not be met by this product.

In addition to the risks outlined above, there is also a risk that this investment will not be aligned to your objectives or investment timeframe. Your financial adviser can help you to determine whether this investment is right for you.

How should you determine your investment timeframe?We recommend a three (3) to five (5) year investment timeframe for this Fund. However, this should not be considered personal advice, and you should consult with your financial adviser who will be able to help you to determine your own investment timeframe.

As market conditions and your investment needs may change over time, you should also regularly review your investment decision with your financial adviser.

PART 2


This section shows fees and other costs that you may be charged. These fees and costs may be deducted from your application amount, from the returns on your investment or from the Fund assets as a whole.

An overview of the taxation implications is contained on pages 29 and 30 of this PDS.

You should read all the information about fees and costs because it is important to understand their impact on your investment.

Amounts shown in the table below are inclusive of GST and stamp duty, and net of expected reduced input tax credits.

PART 3

Did you know?Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your financial adviser.

To find out moreIf you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.fido.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.

Fees and Other CostsConsumer advisory warning

Type of Fee or CostAmount

How and When PaidRetail Units Wholesale Units

Fees when your money moves in or out of the Fund

Establishment Fee

The fee to set up your investment. Nil Nil Not applicable

Initial Advice Fee1 (Contribution Fee)

This is the fee on each amount you contribute to your investment.

Up to 3% Nil This is not a compulsory fee, nor charged by us. The amount of this fee is negotiated between you and your nominated financial adviser. We deduct the fee from your initial investment and any additional investments and pay it directly to your adviser.

Please refer to ‘Financial Adviser Remuneration’ in the ‘Additional explanation of fees and costs’ section on page 19.

The Initial Advice Fee does not apply to investments made under the distribution reinvestment plan and regular investment plan.

Withdrawal Fee

This is the fee charged on each amount you redeem out of your investment. Nil Nil Not applicable

Termination Fee

The fee charged to close your investment. Nil Nil Not applicable


Example of annual fees and costs for Retail UnitsThe following table gives an example of how the fees and costs applicable to Retail Units in the Fund can affect your investment over a one (1) year period. You should use this table to compare this product with other managed investment products.

PART 3

* Please note that this is just an example. In practice, your investment balance will vary, as will related Management Costs. The Performance Fee used in the example above is for illustrative purposes only and is not a representation of either the historical or future performance of the Fund. The above example does not include all fees and costs that may apply to your investment, such as Ongoing Advice Fees (if any) and incidental fees.

1 Unless agreed otherwise with your financial adviser, the Initial Advice Fee will be nil. 2 The amounts shown are necessarily estimates only of Management Costs. Actual amounts will differ from this estimate. Included in the Management Cost is

an estimated Performance Fee based on an assumed rate of return of 8% p.a. (after Management Fees). The use of this estimate is not an indication of future performance. The actual Performance Fee (if any), and therefore the Management Costs, will vary depending on the Fund’s return.

3 Unless agreed otherwise with your financial adviser, the Ongoing Advice Fee will be nil.

Type of Fee or CostAmount


Management Costs

The fees and costs for managing your investment.

2.62% p.a. of the Fund’s net asset value2

2.36% p.a. of the Fund’s net asset value2

The total estimated Management Costs is your total ongoing fees, expressed as a percentage of the total average net assets of the Fund, including the estimated Performance Fee. Please refer to ‘Management Costs’ in the ‘Additional explanation of fees and costs’ on page 17 for further details.

The Management Costs are reflected in the unit price and payable monthly or as incurred by the Fund.

Service fees

Investment switching fee

This is the fee charged when you switch between Certitude Funds. Nil Nil Not applicable

Ongoing Advice Fee

The fee charged by your financial adviser for ongoing advice sought about your investment.

Up to 1% p.a.3 Nil This is not a compulsory fee, nor charged by us. The amount of this fee is negotiated between you and your nominated financial adviser. The fee calculation is based on the value of your total investment. We deduct the fee from any distributions and pay it directly to your adviser. Please refer to ‘Financial Adviser Remuneration’ in the ‘Additional explanation of fees and costs’ section on page 19.

Retail Units Example Balance of $50,000 with a $5,000 a year contribution

Initial Advice Fee (Contribution Fee) 0 - 3% For every additional $5,000 you put in, you will be charged between $0 and $150.

The amount of any Initial Advice Fee depends on your agreement with your financial adviser.

Plus

Management Costs2.62%

And, for every $50,000 you have in the Fund you will be charged $1,310 each year.

This Management Cost estimate consists of a Management Fee of $770, an estimated Performance Fee of $410 (assuming an 8% p.a. rate of return, after Management Fees), Administration Costs of $60 and Lighthouse Fund Administration Costs of $70.

Equals

Cost of fund

If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 at the end of that year, you would be charged fees from $1,310 to $1,460*.

What it costs you will depend on the investment option you choose and the fees you negotiate with your fund or financial adviser.


* Expressed as a percentage of an amount invested in the Fund.

PART 3

Management CostsThe following table provides a breakdown of the Management Costs involved in the operation of the Fund:

Type of Fee or CostAmount*


Management Fee

Payable to us for managing the Fund. 1.54% p.a. 1.28% p.a. This fee is calculated on the Net Asset Value of each class of Units and is reflected in the monthly unit price. It is paid monthly in arrears from the assets of the Fund.

Refer to the ‘Manangement Fee’ section below.

Performance Fee

Payable to us for managing the Fund's investments according to the Fund's performance.

Estimated at 0.82% p.a. assuming a rate of return of 8% p.a. (after Management Fees).

Estimated at 0.82% p.a. assuming a rate of return of 8% p.a. (after Management Fees).

The Performance Fee is 10.25% of the increase in the Net Asset Value of each class of Units from month to month subject to a High Water Mark Limitation.

The Performance Fee is reflected in the monthly unit prices, and is paid semi-annually in arrears from the assets of the Fund.

Refer to the ‘Performance Fee’ section below.

Administration Costs

The fees and costs of operating the Fund. They include Custodian and registry fees and other expenses including administration, audit and legal expenses.

0.12% p.a. 0.12% p.a. These fees and costs are payable from the Fund's assets as incurred.

Refer to the ‘Administration Costs’ section below.

Lighthouse Fund Administration Costs

Administration costs of the Lighthouse Fund in which the Fund invests.

0.14% p.a. 0.14% p.a. Costs incurred by the Lighthouse Fund are reflected in the price of shares in the Lighthouse Fund. Refer to the ‘Lighthouse Fund Administration Costs’ in the section below.

Management FeeThe Management Fee is a fee payable under the Constitution for the management of the Fund. The Management Fee is calculated monthly and is reflected in the monthly unit prices. It is paid monthly in arrears from the assets of the Fund.

Performance FeeIn addition to the Management Fee, a Performance Fee may also be payable from the Fund. The Performance Fee is 10.25% of the increase in the Net Asset Value (‘NAV’) of each class of Units from month to month.

Once a Performance Fee has been accrued for a Unit class, no further Performance Fee can be accrued unless the Unit class NAV increases above its previous high.

If the NAV of the Unit class falls below a previous high, no further Performance Fee can be accrued until the loss has been fully recovered. This is called the High Water Mark Limitation.

The NAV applicable to each class of Unit for the purpose of calculating the Performance Fee is adjusted to reflect any increase in NAV resulting from new subscriptions and reduced to reflect distributions and redemptions. The Performance Fee is accrued and payable for each half year based on the aggregate of monthly balances.

The High Water Mark Limitation is carried forward to each new performance period.

The Performance Fee amounts shown in the fee table and example are based on an assumed rate of return of 8% p.a. (after Management Fees). The assumed rate of return is not a forecast or representation of future performance. Unitholders should be aware that the amount of the Performance Fee will vary depending on the actual monthly investment performance and the impact of the High Water Mark Limitation on calculating and accruing Performance Fees each month.

Additional Explanation of Fees and Costs


PART 3

Administration CostsUnder the Constitution, we are entitled as responsible entity to be reimbursed out of the assets of the Fund for administrative expenses (including custody fees, registry expenses and audit and legal expenses) and operating costs (including costs associated with the promotion, marketing and distribution of the Fund) and all other losses, damages, costs, charges, fees, expenses and taxes in connection with the proper performance of the administration of the Fund. This applies in addition to our other rights of indemnity under law.

The Administration Costs estimate of 0.12% p.a. included in the fee table is the actual administration costs incurred for the twelve (12) month period ending 31 December 2009. You should appreciate that past Administration Costs amounts are not necessarily indicative of future Administration Costs.

As Responsible Entity, we cannot be indemnified or reimbursed out of the assets of the Fund for remuneration payable to our employees or expenses incurred in the internal administration of our business.

Lighthouse Fund Administration CostsThe Fund invests in the Lighthouse Fund. The Lighthouse Fund class of shares in which the Fund invests is not subject to management or performance fees. See page 10 for more information about the Lighthouse Fund.

The Lighthouse Fund Administration Costs estimate in the fee table represents the administration costs of the Lighthouse Fund. The estimate is based on actual amounts known to us for the twelve (12) months to 31 December, 2009. Lighthouse Fund Administration Costs are not paid directly by the Fund, but are reflected in the value of the investment in the Lighthouse Fund. Investors should appreciate that past administration costs for the Lighthouse Fund are not necessarily indicative of the Lighthouse Fund’s future administration costs.

The Lighthouse Fund Administration Costs estimate in the fee table and example does not include fees and expenses charged by the Underlying Managers of the Managed Accounts through which the Lighthouse Fund invests. The management costs of the Underlying Managers vary considerably from manager to manager and over any particular period. We do not have sufficient information to determine a reasonable estimate of those costs. An Underlying Manager’s Fees are generally anywhere up to 4% of net asset value as annual base fees and up to 40% of net profits as performance fees, which in some cases are subject to a performance hurdle. The Underlying Managers’ costs are reflected in the value of the Fund’s investment in the Lighthouse Fund.

Differential fee arrangementsWe may negotiate different fee arrangements, such as fee rebates, waivers or reductions, for wholesale clients. Such differential fee arrangements will be by individual negotiation with us.

Other fees and costsIncidental fees We may charge fees where provided for under the Corporations Act. For example, a $10 fee to provide a copy of the Constitution.

Borrowing costsWhere the Fund borrows to assist with the management of cash flows for withdrawals, distributions and transitions between investments, any costs associated with the borrowings, such as establishment costs and interest expenses, are paid out of the Fund and are reflected in the Fund’s Administration Costs.

Transaction costsTransaction costs, such as government taxes/duties/levies, bank charges and account transaction charges, associated with the acquisition of assets (such as shares in the Lighthouse Fund) from funds subscribed by investors or the realisation of assets to meet redemptions to Unitholders, are paid from the Fund.

Until further notice, the transaction costs (‘buy/sell’ spread) will be borne by the Fund and not incorporated in the issue and redemption price of Units and charged to Unitholders.

Investment switching costsYou may choose to switch your investment from the Fund and into another Certitude Fund by obtaining a current PDS for the other fund and completing a switch form. See page 26 for more information about switches.

The switch form is a request to redeem Units in the Fund and invest in another Certitude Fund. This PDS explains the fees and costs that will apply when your Units are redeemed. However, you will need to read the PDS of the other Certitude Fund to find out the fees and costs of investing in it.

If you are switching into the Fund from another Certitude Fund, the Initial Advice Fee will not apply.

Investment adviser feesFees paid to LHP as investment adviser and any other investment advisers appointed by us as Responsible Entity, are paid by us and are not an additional cost to the Fund.

Fees for Indirect InvestorsIndirect Investors must also refer to the fees and costs payable for the Portfolio Service they are investing through. The Portfolio Service Operator will be the registered holder of Units and may charge you fees that are different or in addition to the Fund’s fees detailed in this section. You should refer to the offer document for the relevant Portfolio Service for more information.


PART 3

Financial adviser remunerationMany financial advisers charge a professional fee for services provided to their clients. If you have been given financial product advice about investing in the Fund by a licensed financial adviser, we have developed a facility that allows for fees for that advice to be paid to your financial adviser as a deduction from your application amount, from your distributions from the Fund, or both.

Initial Advice FeeYou can negotiate directly with your financial adviser regarding the percentage of your investment to be paid to the adviser out of your application amount. The Application Form permits a deduction of up to 3% of your application amount in the Fund. The Initial Advice Fee applies to both your initial and any subsequent investments (but is not payable on investments made under a distribution reinvestment plan or via the regular investment plan).

The Initial Advice Fee is calculated and paid following the processing of your application and is paid by us, on your behalf, to your financial adviser for providing you with advice about your investment.

Ongoing Advice FeeYou can negotiate directly with your financial adviser regarding the percentage of your investment (calculated at the time of the deduction) to be paid to the adviser out of your future distributions from the Fund. The Application Form permits a deduction of up to 1% p.a. of your investment balance in the Fund.

The Ongoing Advice Fee is calculated and paid at the end of each Distribution Period. If you earn insufficient distributions to pay the Ongoing Advice Fee or if you redeem prior to the end of the Distribution Period, then your financial adviser will not receive the Ongoing Advice Fee for that Distribution Period.

For example, if you had an investment balance of $50,000 and had instructed us to pay your financial adviser an Ongoing Advice Fee of 1% p.a. then your financial adviser will be entitled to receive a fee of $500 per year. By way of example, if:

(a) you received a distribution of $750 for a financial year, then $500 of this would be paid directly to your financial adviser;

(b) you received a distribution of $500 for a financial year, then the entire $500 would be paid directly to your financial adviser;

(c) you received a distribution of $400 for a financial year, then the entire $400 would be paid directly to your financial adviser and the financial adviser would forego the remaining $100; or,

(d) no distribution was paid for a financial year, then the financial adviser would forego the $500 fee.

If you participate in the distribution reinvestment plan, the Ongoing Advice Fee is deducted from your distribution amount and the balance reinvested in further Units.

Other important information about feesChanges to fees and other costsWe reserve the right to change fees and other costs without your consent, but subject to any limitations under the Constitution and applicable law.

We will give Unitholders thirty (30) days notice prior to making a material fee change.

The Constitution provides for a Withdrawal Fee (referred to in the Constitution as ‘Redemption Fee’) of up to 3% of the redemption price otherwise payable to the investor on redemption. However, such fee is not currently charged.

The Constitution also permits a “buy/sell spread” to be incorporated in the subscription price and redemption price of Units (and therefore paid by investors) based on the transaction costs involved in acquiring or disposing of Fund assets. No buy or sell spread currently applies to the Fund.

Some fees currently charged are less than the maximums permitted under the Constitution. The following are the maximums for those fees under the Constitution:

(a) Contribution Fee (referred to in the Constitution as ‘Entry Fee’) - up to 5% of the application payment for Units;

(b) Management Fee - up to 4% p.a. of the Gross Asset Value of the class of Units; and

(c) Performance Fee - up to 20% of the increase in the Net Asset Value of the class of Units above any benchmark return applicable from time to time.

Goods and Services Tax (‘GST’)The fees and costs outlined in the fee table and example above are GST inclusive amounts, net of any expected reduced input tax credits.

If, for any reason, the Fund is not eligible to receive an input tax credit from the Australian Taxation Office for expenses incurred, the additional GST cost will be paid out of the Fund’s assets.

Other taxesFor taxation information relating to the Fund, see page 29.


PART 3

Classes of Units There are two (2) classes of Units that investors can subscribe for under this PDS in accordance with the conditions outlined below:

Different fees apply to ‘HR’ and ‘HW’ classes of Units (see pages 15 to 17).

Minimum initial subscription amounts apply and are set out on page 4. The minimum initial investment in the Fund for Retail Units is $5,000 and for Wholesale Units is $500,000 or, in each case, such other amount as we determine.

Unitholders are required to maintain a minimum account balance of $5,000 for Retail Units and $500,000 for Wholesale Units, or such other amounts as we determine.

Prospective wholesale investors wishing to subscribe for less than the minimum initial subscription amount worth of Wholesale Units should contact us on 1300 30 90 92 prior to making an application.

The Fund has previously issued separate classes of retail and wholesale Units, namely ‘UHR’ and ‘UHW’. All unhedged Units have been redeemed and unhedged Units are not presently offered.

Institutional Units are also available in the Fund, though this class is restricted to Institutional Investors who qualify as professional and/or sophisticated investors as determined by us. Institutional Units are not offered under this PDS.

The fees and terms of issue of the institutional class of Units may be individually negotiated by us with Institutional Investors.

Applying for UnitsTo ensure your application is processed quickly and efficiently it is important that you complete all sections of the Application Form attaching to or forming part of this PDS and provide us with all other documentation required (refer to the Application Form checklist on page 33).

If all information is not provided we may not be able to proceed with your request until the required information is received.In these situations we will:• attempt to contact you and/or your financial adviser (if applicable); and• holdyourapplicationmoniesinanaccountuntilwereceivethe

required information. (Please note any interest earned on these monies will go to the benefit of the Fund.)

Units will be issued on the Subscription Day on the basis of the subscribed amount, less any Initial Advice Fee, divided by the subscription price for the selected Unit class (applicable on the Subscription Day) provided the application is received by 4:00pm (AEST) at least three (3) full Business days before the Subscription Day.

The Subscription Day is currently the last day of the month.

Subscription money received prior to the Subscription Day will be held by the Custodian with any interest earned prior to the issue of Units payable to the Fund. If an application is declined, subscription money will be returned to the applicant without interest.

Generally, Units will be issued within three (3) to six (6) weeks after the applicable Subscription Day provided your valid Application Form is received before the relevant application cut-off time and subject to the requirements of the Corporations Act.

The Corporations Act requires a product issuer to return application monies to an applicant if the product is not issued within one (1) month of the application monies being received, unless it is not reasonably practicable to do so.

However, the Responsible Entity has applied to ASIC for relief which, if granted, will enable application monies to be held by the Responsible Entity for up to eighty (80) days before Units are issued.

In such circumstance, no return (including interest on application monies held with an Australian Deposit-taking Institution) attributable to these application monies will be payable to the investor during the period prior to Units being issued.

We will advise investors of the outcome of our relief application once known via our website at www.certitudeglobal.com.au/isf-fundinformation.

A statement confirming your application will be posted within three (3) days of receipt. The Fund does not issue unit certificates, but if your application is accepted, a unit statement detailing your holdings will generally be issued within one (1) month after allotment of the Units. The number of Units issued will be rounded down to three (3) decimal places. You can add to your existing investment at any time by completing another Application Form, or through a regular investment plan or distribution reinvestment plan.

Indirect investments via a Portfolio ServiceIf you are investing in the Fund through a Portfolio Service, such as a master trust, wrap account or investor directed portfolio service, you will be an Indirect Investor. As an Indirect Investor, you should read the disclosure document for that Portfolio Service together with this PDS prior to investing. When you invest in the Fund through a Portfolio Service, you do not become a direct Unitholder. The Portfolio Service Operator is the Unitholder and acts as an intermediary between you and the Fund.

The information in this PDS relates to direct investors in the Fund. The disclosure document for the Portfolio Service will contain important information that outlines their requirements in relation to who may invest, minimum balances, additional investments, processing applications and the applicable fees.

Indirect Investors should note that Portfolio Service Operators may not be subject to the same rights and requirements for maintaining investment balances or making additional investments or withdrawals that apply to direct investors as described throughout this PDS.

Investing is easy. Just select your preferred Unit class, decide how much you wish to invest, then complete and return the Application Form.

How to Invest

Unit Class Nature of Unit Class

HR Retail

HW Wholesale


PART 4

Managing your investment with usTo make it easy for you to keep up-to-date and transact on your investment, we provide you with a number of contact options:

The following table provides you with information on how to invest with us and manage your investment.

You can manage your investment with us and keep up-to-date via the internet, telephone, email or fax.

We recommend you contact your financial adviser to discuss your needs before any transaction.

Investment Management

Internet: www.certitudeglobal.com.au

Email: [email protected]

Telephone: 1300 30 90 92

Fax: 1300 36 56 01

Mail: National Australia Bank Limited Registry Services PO Box 1406 Melbourne VIC 3001

How do I... What I need to do Instruction options Things to be aware of

Make an initial investment?

A minimum initial investment of $5,000 for Retail Units or $500,000 for Wholesale Units is required to invest in the Fund.

Application cut-off Applications must be received by 4:00pm (AEST) three (3) full Business Days before the Subscription Day to receive that month’s subscription price. The Subscription Day is the last day of each month. Subscription prices are calculated effective on the Subscription Day.

Please obtain up-to-date cut-off dates from our website or call us on 1300 30 90 92.

Complete the Application Form on page A1 and send it to us. We must receive an original signed Application Form.

If your valid Application Form is received before the relevant application cut-off time, it will be processed using the subscription price for the last day of the month (which will be determined after the end of the month).

Please note in extraordinary circumstances we may suspend applications and we may also reject applications at our discretion.

Important note: Due to the nature of its investments, it takes LHP longer to value the Lighthouse Fund’s portfolio than for traditional investments. As a result it may take approximately three (3) to six (6) weeks in some instances for subscription prices to be calculated and declared and therefore for Units to be issued. Longer periods may apply from time to time.


PART 4


Make additional investments?

No minimum amount applies.

The application cut-off conditions referred to above also apply to additional investments.

Please complete an additional Application Form or letter, accompanied by either a cheque made payable to ‘National Nominees Limited OCA HFA Asset Management’ or the completed and signed direct debit authority on page A11. Alternatively, you can deposit the funds using direct credit from your bank account, please refer to the below details:BSB: 083-043Account Number: 870217668Account Name: National Nominees Limited OCA HFA Asset ManagmentPayment Ref: (Investor first name and surname)

Set up a regular investment plan?

Investors may elect to participate in a regular investment plan. Investors may select a monthly or quarterly regular investment plan.

Funds are drawn from your nominated bank account on the twenty-fifth (25th) day of each month. Units will be issued under a regular investment plan using the subscription price for the last day of the month in which funds are drawn from your account. The subscription price will be determined after the end of the month and usually takes three (3) to six (6) weeks to calculate (and may take longer). Units will be issued once the subscription price is determined.

A minimum amount of $250 per month ($750 per quarter) applies.

Investors can elect to participate in the regular investment plan by selecting this option on the Application Form or at any time after making your initial investment by contacting us on 1300 30 90 92 or following the instructions on our website.

Investors are required to complete a direct debit authorisation in order to allow us to draw funds from your nominated Australian bank account. A direct debit authorisation is located on page A11 or can be obtained from our website or by calling 1300 30 90 92.

Please refer to the section ‘Regular investment plan’ on page 26.

Redeem a portion of my investment?

A minimum redemption amount of $2,500 applies to Retail Units and $20,000 applies to Wholesale Units, or such other amounts as we may determine.

Redemptions are subject to the minimum account balance requirement being $5,000 for Retail Units and $500,000 for Wholesale Units, or such other amounts as we may determine.

Redemption proceeds will be paid directly to your nominated bank account.

Redemptions may be made monthly.

Cut-off redemption datesRedemption requests must be received by 4:00pm (AEST) on a Business Day at least thirty (30) days before the Redemption Day to receive that month’s redemption price. The Redemption Day is the last day of each month.Redemption prices are calculated effective on the Redemption Day.

Please obtain up-to-date cut-off dates from our website or call us on 1300 30 90 92.

Once a redemption request is made it cannot be revoked without our express authorisation.

Please provide us with an original signed redemption request form obtained from our website or by calling 1300 30 90 92.

Please include your bank details on the original signed redemption request form.

If your valid redemption request is received before the relevant redemption cut-off time, it will be processed using the redemption price applicable to that particular Redemption Day.

Please note in extraordinary circumstances we may suspend redemptions or defer payment of redemptions.

Important note: Due to the nature of its investments it takes LHP longer to value the Lighthouse Fund’s portfolio than for traditional investments. As a result it may take approximately three (3) to six (6) weeks in some instances for redemption prices to be calculated and declared, Units redeemed and redemption proceeds paid to you. Longer periods may apply from time to time.


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Find out when redemption proceeds will be available?

Please contact us to confirm when redemption proceeds will be paid.

Redemption requests are processed as at the last day of the month (‘Redemption Day’).

Redemption payments will usually be processed within three (3) to six (6) weeks after a Redemption Day.

Your investment will continue to be subject to movements in the value of the Fund up to the effective Redemption Day applying to your redemption request.

After processing of redemption payments is completed, you are likely to receive your proceeds within three (3) Business Days by direct credit to your nominated bank account.

We will then post an updated statement to you.

Change my instructions?

If you wish to change your instructions you should contact us immediately. Please note that some changes to Unitholder requests may require at least five (5) Business Days notice in order to be effective.

Once a redemption request is made it cannot be revoked without our express authorisation.

A written request will be required.

Transfer Units? You can transfer Units to another person with our prior consent.

You will need to contact us for a transfer form and our consent.

A written request and completed transfer notice will be required.

To transfer your Units you must:

a) deliver a transfer notice in the form approved by us. The transfer must be executed by the transferor and transferee and, if necessary, stamped to indicate that stamp duty has been paid;

b) deliver to us any other document we require or as required by any law; and

c) pay any relevant costs and disbursements.

The register is held by the unit registrar in Melbourne. Any stamp duty relating to a transfer of Units is determined by the law of Victoria.

Currently, no duty will be payable on Unit transfers.

Update my personal details?

Contact us and advise your changes as soon as possible.

Certain types of changes may require a written request, accompanied by certified documentation.


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Accessing information on your investmentUp-to-date information on your investment is easily accessibleAfter you invest, we will ensure you are kept informed about your investment by sending you the following information.

Where can I obtain up-to-date information about the Fund?This PDS is current as at 19 August 2010. Where there is a change to information which is not materially adverse to investors this updated information will be made available on our website at www.certitudeglobal.com.au/isf-updatedinformation. If you require a paper copy of any Updated Information please contact us on 1300 30 90 92 and it will be provided without charge on request.

While this PDS and any Updated Information are up to date at the time of preparation, changes may be made to the Fund from time to time.Investors should ensure that they keep up-to-date with the latest information on the Fund including performance updates and current and historical unit prices.

To obtain this information either:

• visitourwebsiteatwww.certitudeglobal.com.au;

• phoneourInvestorServicesteamon1300 30 90 92; or

• contactyourfinancialadviser.

A paper copy of the most recent information will be sent to you free of charge on request.

Please note: If you are an Indirect Investor you will not receive statements or reports directly from us, but you may receive them from the Portfolio Service through which you have invested. You should contact the Portfolio Service Operator for further information.

When you transact on your investment

•Confirmation letter A confirmation letter for each additional investment or redemption request received (excluding those via the regular investment plan).

•Transaction statement A confirmation statement once unit prices have been calculated confirming details of any application or redemption.

Yearly

•Transaction summary A statement showing your transactions and the value of your investment for the year ended 30 June.

•Distribution advice A distribution advice containing details of the amount of any distribution for the year ended 30 June.

•Tax statement A tax statement containing a summary of your distributions and tax components for the year ended 30 June, to assist you in preparing your tax return. Tax statements are generally sent to Unitholders by 30 September each year.

•Annual financial report An annual financial report detailing the financial position of the Fund is sent or made available to Unitholders by 30 September each year.

Periodically

•Investor updatesInvestor updates will be made available on our website or sent from time to time which will provide you with general updates regarding the Fund.


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This section provides additional information you need to know with regard to a range of matters relating to your investment in the Fund.

Additional Information

Unit pricing

Distributions Page 25

Constitution Page 25

Other important information Page 26

Material contracts and consents Page 27

Unit pricing Net Asset Value (‘NAV’) and unit pricingThe NAV of the Fund is determined by calculating the value of all assets of the Fund less all liabilities and distributions which are payable but have not yet been paid.

The subscription price and redemption price for a class of Units is the NAV for that Unit class divided by the total number of Units on issue in that class. Unit prices will be published on our website, www.certitudeglobal.com.au, or can be obtained by phone on 1300 30 90 92.

The unit price for all classes of Units will be determined as of the last day of each month.

The Fund is reliant on receiving a price for its shares in the Lighthouse Fund from LHP. Due to the nature of the Lighthouse Fund’s investments it takes LHP longer to value its portfolio than for traditional investments. As a result it may take approximately three (3) to six (6) weeks in some instances for unit prices to be calculated. Longer periods may apply from time to time.

Our unit pricing policyOur unit pricing policy for the Fund is available, free of charge, on request and can be obtained by contacting us by email [email protected] or by phone on 1300 30 90 92.

DistributionsDistribution period and amountWe may declare distributions at the end of a Distribution Period as specified on page 4. The Fund usually pays distributions to investors within sixty (60) Business Days of the end of the Distribution Period. You can elect to either have your distributions automatically reinvested or distributed. If you do not select either option on the Application Form then distributions will be automatically reinvested.

The amount of income you receive is calculated according to the class and number of Units you hold in the Fund as a proportion of the total number of Units on issue in that class as at the end of the Distribution Period. This means that the redemption price and subscription price will fall by an amount equal to the distribution per Unit as a result of the Fund making a distribution. Where you have selected to pay an Ongoing Advice Fee to your financial adviser as described on page 19 we will pay them automatically from your distributions.

Please refer to page 29 for taxation information on distributions.

Distribution reinvestment planThe price paid for Units under the distribution reinvestment plan will be at the first available subscription price after the applicable Distribution Period. A revised unit statement will be provided in conjunction with notice of the distribution declared. You can elect to terminate or participate in the distribution reinvestment plan at any time by simply notifying us in writing. Any change in election is required to be received by 4.00pm (AEST) on the last day of the Distribution Period in order to apply to the distributions declared after that date. Initial Advice Fees are waived for Units subscribed for under the distribution reinvestment plan.

If you have selected to pay the Ongoing Advice Fee to your financial adviser as described on page 19, we will pay that fee from your distribution and the balance will be applied in subscribing for Units under the distribution reinvestment plan.

Direct creditYou must provide us with your bank account details on the Application Form so we can deposit the proceeds of distributions and redemptions directly into your account. This allows distributions and redemptions to be processed more quickly.

Investors cannot elect to receive distributions or redemptions by cheque. We will only pay distributions and redemptions by cheque if a direct deposit is rejected or unable to be processed or if you fail to provide us with your bank account details.

ConstitutionThe Constitution establishes the Fund and governs your rights and obligations as a Unitholder. Unitholders are bound by the provisions of the Constitution. The Constitution and the Corporations Act regulate the operations of the Fund and set out the rights and liabilities of Unitholders and our responsibilities and duties as the responsible entity.

The Constitution authorises us to invest generally in investments, which include domestic and international securities, managed investments, derivatives, cash and cash related instruments.

We may amend the Constitution without Unitholder consent where we reasonably believe the amendment will not adversely affect Unitholders’ rights. Otherwise, the Constitution can only be amended where at least 75% of votes cast by Unitholders (at a meeting convened in accordance with the Constitution and the Corporations Act) vote in favour of the amendment.

The Fund will terminate two (2) days before the eightieth (80th) anniversary of its commencement, if a meeting of Unitholders resolve by extraordinary resolution (50% of the total votes that may be cast by Unitholders entitled to vote) to terminate the Fund, or if we decide to terminate the Fund and provide three (3) months notice of this.

We are required to keep a register which contains the name and contact details of Unitholders. Unitholders whose contact details change should notify us immediately.


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The Constitution sets out the procedure for meetings which may be called by us or by Unitholders in accordance with the Corporations Act.

We may retire or be removed as responsible entity by Unitholders in accordance with the Corporations Act.

Unitholders may view a copy of the Constitution at our Brisbane office during business hours. A copy of the Constitution may be obtained by searching ASIC records or by written request to us and payment of a fee (currently $10).

Other important informationDirect Debit of initial application amountBy selecting this option on the Application Form and completing the Direct Debit Request (DDR) Service Agreement, your initial application amount will be debited from your nominated bank account on the twenty-fifth (25th) day of the month for the purchase of Units on the next Subscription Day.

Regular investment planAfter making an initial investment, Retail Unitholders may build on their investment by participating in the regular investment plan. Retail Unitholders can select a monthly or quarterly regular investment plan option. A minimum of $250 per month applies ($750 per quarter).

Payment of subscription monies for Units subscribed for via the regular investment plan occurs on the twenty-fifth (25th) day of the month in which it is due. Units will then be issued at the subscription price applying on the next Subscription Day. These will appear on your next statement. Participation in the regular investment plan can be postponed or cancelled at any time by notifying us in writing.

Retail Unitholders who participate in the regular investment plan:a) will be provided with any supplementary or new PDS and other

information for the Fund will be available on our website or by contacting our Investor Services on 1300 30 90 92;

b) are advised to keep each PDS and any information that updates the PDS for future reference. A copy of the current PDS is available from us free of charge to any Unitholder who requests a copy; and

c) are also entitled to receive periodic transaction statements and additional transaction statements on request.

Switching and redemptionsYou may switch all or part of your investment from the Fund to another Certitude Fund. Minimum redemption and subscription notice periods apply. Switching your investments from one of our Certitude Funds to another is regarded as making a withdrawal from one Certitude Fund and an application to another Certitude Fund.

You may also apply to switch all or part of your investment between Unit classes in the Fund (provided the minimum investment requirements set out on page 4 apply to any switch into Wholesale Units and Unitholders may not switch into Unit classes not offered under this PDS). A request to switch to another Unit class must be received at least three (3) full Business Days before the relevant Redemption Day.

A switch or redemption form is available by phoning 1300 30 90 92.

If a Unitholder wishes to use the switch or redemption facility, simply send us a fax to 1300 36 56 01; or the request may not be processed. Unitholders are taken to accept the following terms and conditions applying for faxed switches and redemptions:• redemptionamountsareonlyabletobepaidtoabank,

building society or credit union account previously nominated by the Unitholder in writing;

• wemayrefusetoprocessafaxedswitchorredemptionrequestin accordance with the provisions of the Constitution;

• wemaycancelthisarrangementorvarythesetermsandconditions at any time after giving Unitholders written notice;

• ifwecomplywithafaxedswitchorredemptionrequestmadeor purported to be made in accordance with these terms and conditions, then payment will be in satisfaction of all of our obligations and neither the Unitholder nor any other person will have any claim against us, the Fund or the Custodian even where the Unitholder had no knowledge of, or did not authorise, a transaction in relation to their investment; and

• Unitholdersrelease,dischargeandagreetoindemnifyusandthe Custodian for all losses, liabilities, actions, proceedings, claims and demands in respect of any liabilities arising from us processing a faxed switch or redemption request in good faith.

Unitholders’ liabilityThe Constitution seeks to limit the liability of Unitholders by providing that a Unitholder is not personally obliged to make any further contributions to the Fund, or to indemnify the Responsible Entity, or any creditor of either or both of them, if there is a deficiency in the assets of the Fund. However, because this is a matter which can only ultimately be determined by the courts, we cannot give any assurance or guarantee that Unitholders’ liability will be limited in all circumstances.

Disclosing entityAs a disclosing entity, the Fund is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC may be obtained from, or inspected at, an ASIC office.

You have a right to obtain various financial reports lodged with ASIC for the Fund.

We will satisfy our continuous disclosure obligations for the Fund by publishing material information on our website at www.certitudeglobal.com.au/isf-fundinformation.

Any material information affecting the Fund will be placed on our website.

Accordingly, given that disclosure of material information will be made on our website, we will not be required to lodge continuous disclosure notices for the Fund with ASIC.

Cooling-off periodIf you apply for Retail Units, a fourteen (14) day cooling-off period applies during which you may change your mind about your subscription for Units and request the return of your money in writing. Generally, the cooling-off period runs for fourteen (14) days from the earlier of the time your subscription is confirmed, or the end of the fifth (5th) business day after your Units are issued.

The amount that will be returned to you will be the market value of your investment at the time of withdrawal, calculated using the most recently determined subscription price adjusted for expenses, applicable taxes and transaction costs. Your Initial Advice Fee will be returned and exit fees do not apply. Therefore, the amount refunded may be less than your investment amount. Please note that our normal processing rules apply.

A cooling-off period is not applicable to Units issued under switching, a regular investment plan or a distribution reinvestment plan, or where rights are exercised in relation to your Units during the cooling-off period.

Investors investing through a Portfolio Service should refer to the agreement with their Portfolio Service Operator for their policy


PART 5

on cooling-off, as the cooling-off rights set out above may not be applicable to Indirect Investors.

Changes to the FundSubject to the requirements of the Constitution or Corporations Act, we may from time to time make changes to the features of the Fund and the way the Fund is managed. Material changes will be notified on our website or by other notice to Unitholders.

Privacy statementThis privacy statement applies to personal information you may provide to us.

Generally, you have no obligation to provide us with personal information. However, if you choose to withhold requested information we may not be able to provide you with products and services that depend on the collection of that information.

Protecting the privacy of our investors is a key part of our normal operations.

We take measures to protect personal information we collect from unauthorised access, loss, misuse, disclosure or alteration. We also take measures to destroy personal information when it is no longer required. The steps we take to protect your information vary depending on the type of information, how it is collected and how it is stored.

We will endeavour to keep your personal details up to date and complete. To the extent we are required to do so under the Privacy Act 1988, we will provide you with access to your personal information. Should you wish to access or amend such details please contact us on 1300 30 90 92. For most requests for access, information will be provided free of charge, but we may charge a reasonable fee if your request is unusual and requires a substantial effort on our part.

Generally, we will only use or disclose your personal information in conjunction with the provision and administration of the product or service you have requested and for the general monitoring and evaluation of the product or service. For example, we provide personal information to the provider of the Fund’s administration and unit registry services, to process your direct debit and other transaction requests, to bulk mailing service providers and to other similar parties who provide outsourced functions to us.

We may also provide personal information to any related entities, your financial adviser, and anyone acting on our and/or your financial adviser’s behalf, such as external service suppliers.

You will be taken to agree to the collection, use and disclosure of your personal information as set out above when you sign the Application Form and make an investment in the Fund.

For more information on how we handle your personal information and how you may access personal information that we hold about you, refer to our privacy policy at www.certitudeglobal.com.au.

ComplaintsIf you have a complaint about any aspect of your investment in the Fund, please write to us at:

The Complaints OfficerCertitude Global Investments LimitedGPO Box 1616Brisbane QLD 4001

Alternatively you can phone us on 1300 30 90 92.

We are a member of and participate in the Financial Ombudsman Service Ltd (‘FOS’), an independent complaints resolution organisation. If you feel your complaint has not been satisfactorily resolved you are entitled to make a complaint to FOS at:

Financial Ombudsman Service LtdGPO Box 3Melbourne VIC 3001Telephone 1300 78 08 08Fax (03) 9613 6399

Labour standardsWe do not take into account labour standards or environmental, social or ethical considerations in the selection, retention or realisation of the investments of the Fund.

Material contracts and consentsAs responsible entity we have entered into a number of agreements which are relevant to the Fund. Summaries of those material contracts are contained below.

Advisory and Access AgreementWe have an Advisory and Access Agreement, dated 14 March 2006, with LHP under which LHP grants us the exclusive right to market and promote investment in funds managed by LHP to investors in Australia and New Zealand and to promote investment advisory services provided by LHP in Australia and New Zealand. Whilst we have been granted exclusive rights, the agreement recognises that LHP has pre-existing relationships with other investment entities.

We are granted the exclusive rights until 30 June 2016, and we may elect to extend the term of the Advisory and Access Agreement for a further five (5) years by providing notice prior to the expiration of the term.

Other key terms and conditions of the Advisory and Access Agreement are summarised below:(a) we are granted the exclusive right to market and promote

investment in schemes managed by LHP, including the Lighthouse Fund, to investors in Australia and New Zealand. We will also have a right of first refusal to obtain exclusive rights for any further investments, financial products or advisory services of LHP;

(b) we must use reasonable endeavours to market and promote indirect investment in the LHP schemes to Australian and New Zealand investors through our schemes, including investment in the Lighthouse Fund via the Fund, and to promote direct investment in LHP schemes to Australian and New Zealand investors in accordance with the requirements of the Corporations Act;

(c) LHP must act in good faith and use their best endeavours to assist us in marketing and promoting the LHP schemes, including the Lighthouse Fund, to investors in Australia and New Zealand;

(d) we can terminate the Advisory and Access Agreement with immediate effect in the following circumstances:(i) if LHP is no longer permitted or authorised to manage or

provide advice in relation to the LHP products, including the Lighthouse Fund, by law;

(ii) if LHP is wound up, or a liquidator, receiver or administrator is appointed;


PART 5

(iii) where a product, which invests in any LHP scheme or other LHP managed investment product, being promoted in Australia or New Zealand is not withdrawn from the Australian or New Zealand market within three (3) months of LHP becoming aware of its existence; and

(iv) if LHP breaches the agreement and fails to remedy the breach within thirty (30) days of receiving notice to do so;

(e) LHP can terminate the Advisory and Access Agreement in the following circumstances:(i) if we breach the agreement and fail to remedy the breach

within thirty (30) days of receiving notice to do so;(ii) if we are no longer permitted or authorised to manage or

provide advice in relation to our schemes, including the Fund;(iii) we are wound up or have a liquidator, receiver or

administrator appointed; and(iv) all of the schemes managed by us which invest in a LHP

product are terminated or wound up;(f) for funds invested in LHP schemes, including the Lighthouse Fund,

by Australian and New Zealand investors via investment in one of our schemes, including the Fund, we must pay a proportion of both the management fee and any performance fee we are paid from that scheme (as those fees relate to our scheme’s investment in the LHP scheme) to LHP;

(g) we may assign our rights and obligations under the agreement to a third party except where the third party is a competitor of LHP or not likely to act in the best interests of LHP; and

(h) LHP may not assign its rights and obligations under the agreement without our written consent.

Service provider agreement with National Australia Bank Limited (‘NAB’)We have entered into a service provider agreement with NAB to provide administrative services for the Fund. The agreement is reviewed by us not less than annually. The investment administration services provided to the Fund by NAB include, among other things:a) maintaining the accounts of the Fund;b) maintaining accurate and timely taxation records of the Fund;c) quarterly GST reporting;d) preparing business activity statements; e) calculating unit prices;f) processing subscriptions, redemptions and distributions for the

Fund;g) distributing information to existing and prospective Unitholders;h) managing commission payments to financial advisers; andi) maintaining the register of Unitholders.

Custody agreement with NABWe have entered into a custody agreement with NAB in accordance with the requirements of the Corporations Act and ASIC’s Regulatory Guides. The custody agreement provides for, amongst other things:a) the Fund’s assets to be held in the name of the Custodian or its

nominee on trust for Unitholders as agent for the Responsible Entity as responsible entity for the Fund; and

b) the duties and obligations of the Custodian.

The Custodian acts on our instructions in undertaking the purchasing, selling and holding of authorised investments of the Fund and the receiving, holding and disbursing of the Fund’s money. Under the custody agreement the Custodian is indemnified by us, as responsible entity, in relation to the services the Custodian properly performs for the Fund.

Service provider agreements with KPMGWe have entered into service provider agreements with KPMG to provide audit services to the Fund. These agreements are reviewed by us not less than annually.

ConsentsNAB is named in its capacity as custodian, administrative services provider and unit registrar for the Fund. Fees for custodial, administrative services and unit registry services provided to the Fund are payable from the Fund’s assets.

NAB has given, and not withdrawn, its written consent to be named in this PDS as custodian, administrative services provider and unit registrar for the Fund in the manner and context set out in this PDS. NAB has not been involved in the preparation of, and has not authorised or caused the issue of, and takes no responsibility for, any part of this PDS.

KPMG is named in its capacity as auditor of the Fund and as the Fund’s compliance plan auditor in the Corporate Directory for reference purposes only. Fees for audit services provided to the Fund will be payable from the Fund’s assets.

KPMG has given, and not withdrawn, its written consent to being named in this PDS as auditor of the Fund and as the Fund’s compliance plan auditor in the form and context in which it is named. KPMG has not been involved in the preparation of, and has not caused or authorised the issue of, and takes no responsibility for, any part of this PDS.

LHP is named as investment adviser to the Lighthouse Fund. LHP has given, and not withdrawn, its written consent to being named in this PDS in the form and context in which it is named. LHP has not been involved in the preparation of, and has not caused or authorised the issue of, any part of this PDS.

The Lighthouse Fund is named as the product in which the Fund will invest. The Lighthouse Fund has given, and not withdrawn, its written consent to being named in this PDS in the form and context in which it is named. The Lighthouse Fund has not been involved in preparation of, and has not caused or authorised the issue of, any part of this PDS.

McCullough Robertson has given, and not withdrawn, its written consent to being named in this PDS as lawyers to the Responsible Entity in the form and context in which it is named.

McCullough Robertson does not make any statement (actual or implied) in this PDS, nor is a statement in this PDS based on a statement made by McCullough Robertson. McCullough Robertson has not authorised or caused the issue of, and takes no responsibility for, any part of this PDS.


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Will I be liable to pay tax on distributions received from the Fund?You may, depending on your total level of taxable income and your income tax rate. This is the case whether the money is actually paid to you or reinvested.

The tax impact for you in relation to distributions from the Fund will depend on:

• yourpersonaltaxposition;

• yourmarginaltaxrate;and

• thecompositionofthedistribution,ie.theproportionofincome,net capital gains or tax offsets making up the distribution.

We will send you an annual statement indicating the taxable and non-taxable components of distributions (including any tax offsets) for the financial year, to assist in the preparation of your income tax return.

Will I be liable to pay tax when I withdraw money from the Fund?You may, depending on your total level of taxable income and your marginal tax rate. When Australian residents redeem, switch or transfer Units, capital gains tax will generally apply. If you are an individual or trust and have held Units for at least twelve (12) months, you may be entitled to a capital gains tax concession which can reduce the liability by 50%. If you are a complying superannuation fund and have held Units for at least twelve (12) months, you may be entitled to a capital gains tax concession which can reduce the liability by 331/3%.

Foreign investmentsA large proportion of the Fund’s investments will be foreign domiciled. In this regard, the Australian Government has recently repealed the tax rules in relation to Foreign Investment Funds (‘FIFs’) with effect from 1 July 2010. Repeal of the FIF rules should mean that no assessable amount arises to the Fund before gains are realised in relation to its investment in any offshore companies, including the Lighthouse Fund.

We recommend that you seek your own professional advice regarding the taxation implications associated with investing in the Fund.

Taxation

Australian tax laws are complex and are subject to constant change. The views in this PDS are based on law and announcements current in Australia as at the date of this PDS. It does not take into account or anticipate any changes in the tax law or future judicial interpretations of the law after this time, nor does it take into account the law of countries other than Australia.

The taxation comments in this section are general in nature by necessity and the taxation implications may vary for each investor depending on their particular circumstances. Accordingly, we recommend you seek your own professional advice regarding the taxation implications associated with an investment in the Fund.

In this respect, the taxation comments below are only relevant for Australian resident investors. They are not relevant for investors

who may be subject to special tax rules such as banks, insurance companies, managed investment trusts, tax exempt organisations and dealers in securities.

You may be required to pay tax in relation to your investment in the Fund (generally income or capital gains tax). However, you may be able to claim some tax offsets or have the benefits of some tax concessions.

Some tax information has been provided for you below. However, although every care is taken, it is never possible to rule out the risk that on a subsequent review, taxation liabilities of the Fund could be increased or the benefit of concessions reduced. Because investors can apply for Units and redeem Units at different points in time, there is a risk that taxation liabilities in respect of gains that have benefited past investors may have to be met by subsequent investors.


PART 5

It is noted that the Australian Government is proposing to introduce Foreign Accumulation Fund (‘FAF’) rules with effect from 1 July 2010 to replace the FIF rules. These rules are designed to prevent the deliberate accumulation of income offshore that is not subject to tax in Australia. Whilst it is unlikely that the Fund will be subject to the proposed new FAF rules, this cannot be confirmed until the proposed new FAF rules are enacted.

Taxation of financial arrangements (‘TOFA’) regimeThe Australian Government has enacted the Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009 (‘TOFA Act’). The TOFA Act may apply new tax timing methods to certain ‘financial arrangements’.

Broadly, for the Fund, the TOFA rules may have the effect of treating gains or losses from certain financial arrangements on revenue account and recognising certain gains or losses on an accruals basis which may, in certain circumstances, result in a taxing point prior to the realisation of the investments. However, the Fund’s investment in the Lighthouse Fund should not be subject to the TOFA tax timing methods.

Deemed capital account electionThe Australian Government has enacted legislation to allow eligible Managed Investment Trusts (‘MIT’) to make an irrevocable election for all gains or losses from the disposal of certain investments (including equities and units in trusts) to be on capital account for tax purposes. Subject to meeting the eligibility requirements to be a MIT, the Fund intends to make this deemed capital account election.

The impact of making this election is that realised gains and losses on disposal of eligible assets by the Fund (including shares in the Lighthouse Fund) will be on capital account (i.e. capital gains or capital losses will be made). For capital gains distributed by the Fund, you may be entitled to a capital gains tax concession which can reduce your tax liability on the gain by up to 50% for individual and trust investors and 331/3% for complying superannuation fund investors if the asset on which the gain was made was held by the Fund for at least 12 months.

LossesAny tax losses or capital losses made by the Fund will not be distributed to you. Rather, any tax losses and capital losses will be retained within the Fund and used to offset future income of the Fund subject to the satisfaction of the relevant loss recoupment rules. Note, capital losses made by the Fund will not be deductible against the assessable income of the Fund – rather, the capital losses may only offset capital gains made by the Fund.

Foreign income tax offsetsForeign income tax offsets (‘FITOs’) should be available to you in respect of any foreign tax paid on behalf of the Fund if the Fund is in a net income position for tax purposes in the year that the income on which tax is paid is included in the assessable income of the Fund for tax purposes.

Such offsets should generally be creditable in the income year in which your assessable income includes a distribution from the Fund on which foreign income tax was paid - even if the Fund paid (or is deemed to have paid) the foreign income tax in another income year.

Note, should sufficient information be provided by the Lighthouse Fund, FITOs may also be available to you on foreign tax paid on the returns received by the Lighthouse Fund from its investments. This should be the case even where such returns are included in the assessable income of the Fund in a later income year to the year in which the return was actually received by the Lighthouse Fund.

Tax reformThe comments noted above are based on the taxation legislation and administrative practice as at the date of this PDS, together with changes to the taxation legislation as announced by the Australian Government as at this date. However, it should be noted that the Australian tax system is in a continuing state of reform. Any reform of a tax system creates a degree of uncertainty, whether it be uncertainty as to the full extent of announced reforms, or uncertainty as to the meaning of new law that is enacted pending interpretation through the judicial process.

Current reforms in progress include the introduction of the FAF rules, a possible new tax regime for managed investment trusts and the Henry review of the taxation system. These reforms may impact on the future tax position of the Fund and its investors. Accordingly, it will be necessary to closely monitor these reforms, and it is strongly recommended that you seek your own professional advice, specific to your own circumstances, of the taxation implications of investing in the Fund.

Goods and Services Tax (‘GST’)The issue and redemption of Units will not be subject to GST.

GST is not payable in respect of a transfer of Units. However, GST may be incurred on services that you acquire in relation to the acquisition, disposal or redemption of Units (such as legal or accounting advice). You should seek advice about whether you are entitled to claim input tax credits in respect of GST on those costs.

GST is not payable on distributions made to you.

Do I have to provide a Tax File Number (‘TFN’) or an Australian Business Number (‘ABN’)? You choose whether to provide your TFN on your Application Form. If you do not provide your TFN or claim an exemption, we are required to deduct tax at the highest marginal rate, plus the Medicare levy, (currently 46.5%) from your distributions.

If you are a business taxpayer you may provide us with an ABN instead of a TFN.


PART 5

In this PDS:

Administration Costs are explained on page 18;

Advisory and Access Agreement means the agreement between the Responsible Entity and LHP pursuant to which we are granted exclusive rights to facilitate, market and promote indirect investment in the Lighthouse Fund and other funds and products of LHP to investors in Australia and New Zealand, as summarised on page 27;

Application Form means the application form accompanying this PDS;

ASIC means the Australian Securities and Investments Commission;

Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland;

Certitude Fund means a managed investment scheme, other than the Fund, of which we are the responsible entity;

Constitution means the constitution of the Fund as varied or replaced from time to time;

Corporations Act means the Corporations Act 2001 and Corporations Regulations 2001, subject to any applicable ASIC relief or modification;

Custodian means NAB;

Distribution Period means each twelve (12) month period ending 30 June, or such other period ending on such date as we determine from time to time at our discretion;

Fund means HFA International Shares Fund ARSN 093 497 600;

High Water Mark Limitation is explained under Performance Fee on page 17;

Indirect Investor means an investor that invests in the Fund through a Portfolio Service. See also page 20;

Initial Advice Fee is explained on page 19;

Institutional Investor means any professional and/or sophisticated investor, as defined by us from time to time at our complete discretion;

LHP means Lighthouse Investment Partners LLC;

Lighthouse Fund means Lighthouse Global Long/Short Fund Limited, a Cayman Islands registered company;

Lighthouse Fund Administration Costs are explained on page 18;

Managed Account is explained on page 10;

Management Costs are explained on page 17;

Management Fee is explained on page 17;

MSCI World Index means the Morgan Stanley Capital Incorporation World Index (Ex Australia) USD. See also page 4;

NAB means National Australia Bank Limited ABN 12 004 044 937;

Net Asset Value or NAV means net asset value of, as applicable, the Fund or a class of Units;

Ongoing Advice Fee is explained on page 19;

PDS or Product Disclosure Statement means this product disclosure statement dated 19 August 2010;

Performance Fee is explained on page 17;

Portfolio Service means an investor directed portfolio service, wrap account or master trust;

Portfolio Service Operator means the manager of a Portfolio Service;

Redemption Day means the last day of a month, or such other day as we determine;

Responsible Entity, we, us or our means Certitude Global Investments Limited ABN 25 082 852 364;

Retail Unit means a Unit in the retail unit class;

Retail Unitholder means a holder of Retail Units;

Subscription Day means the last day of a month, or such other day as we determine;

Underlying Manager means a manager or investment adviser engaged by LHP to manage one or more Managed Accounts on behalf of the Lighthouse Fund;

Unit means a unit in the Fund;

Unitholder means a holder of Units;

Updated Information is explained on page 24;

Wholesale Unit means a Unit in the wholesale unit class;

Wholesale Unitholder means a holder of Wholesale Units.

Defined Terms


PART 6

What are long and short positions?Long position: An asset will be purchased at a price with the intention of selling at a higher price for a profit.

Short position: An asset will be sold at a price with the intention of buying it back at a lower price for a profit. A fund manager undertakes ‘short selling’ when they sell a security that they do not currently own (but may have borrowed) with the expectation that the price of the security will fall and they will be able to buy the security back later at a lower price.

What are the following?Bonds: A security issued by a corporation, government agency or other body (the issuer) which represents funds borrowed by the issuer that must be repaid.

Derivatives: Securities that derive their value from some underlying security, index, interest rate, bond or commodity. See page 13.

Forward currency contract: An agreement that ensures the future delivery of a foreign currency at a specified exchange rate.

Futures: An obligation to deliver or receive a specified asset at a specified time in the future and at a specified price.

Options: An agreement which gives a party the right, but not the obligation, to either sell or purchase a specified security at a specified price for a specified period or at a specified time.

Security/Securities: A financial asset such as a share, stock, bond or debenture.

Stocks: Stocks are a generic name for shares (equities) in a company. The term security can sometimes refer to stocks (shares).

Warrants: A right to buy securities at a specified price within a specified period of time.

What is a buy/sell spread?A buy/sell spread is the difference between the price of buying units in a fund and the price of selling units in a fund. A buy/sell spread is generally maintained because of the transaction costs that are incurred in buying and selling the assets that make up a fund when investments are made or withdrawn. No buy/sell spread currently applies to the Fund.

What is a fund-of-funds?A fund-of-funds is a managed investment scheme or similar investment vehicle that invests the assets of the scheme with other funds or investment managers, who in turn invest in various investments such as securities, bonds, commodities and derivatives. This enables an investor in the fund to take advantage of the investment strategy and return of the underlying funds or investment manager in which the fund invests.

What is a Managed Account?Managed Accounts are explained in detail on page 10.

What is leverage?Leverage is the use of borrowings or derivatives in order to increase exposure to a portfolio of investments. For example, if a manager has assets under management of $100 million and borrows $100 million to increase the amount invested to $200 million the manager has leverage of ‘1 times’. This refers to the total amount being invested being double the manager’s original assets.

To help you understand some of the terms used in absolute return fund management we have included the following glossary. For more information, please consult your financial adviser.

Glossary


Send your completed Application Form and cheque (if required) to:National Australia Bank Limited, Registry Services, PO Box 1406, Melbourne, VIC, 3001

Application Form Checklist

To ensure that we are able to process your application quickly and efficiently please check that you have completed the following steps:

Step 1: Your personal details – Complete sections 1-6

Investment details Nominate to open a new account or invest additional funds into an existing account and identify the type of investor you are i.e. individual, superannuation fund etc.

Investor details Provide your full name, date of birth and Tax File Number (TFN) or exemption. (Please refer to page A3 for further information should you wish not to quote a TFN).

Contact details Provide your contact details

Bank account details Provide your bank account details

Income distributions Nominate your distribution payment instructions

Financial adviser details Provide details of your financial adviser

Step 3: Managing your investment – Complete sections 10-12

Communication preferences Provide details of how you would like to receive information from us about your investment and if you would like for a copy of the Fund’s Annual Report to be sent to you each year.

Declaration and signature

Sign the declaration. If you are signing under a Power of Attorney, please comply with the following:• attachacertifiedcopyofthePowerofAttorneydocument;• eachpageofthePowerofAttorneymustbecertifiedbyaJusticeofthePeace,NotaryPublicorSolicitor;and• shouldthePowerofAttorneyNOTcontainasampleoftheattorney’ssignature,pleasealsosupplyacertifiedcopyofthe

identification documents for the Attorney, containing a sample of their signature. eg. Driver’s Licence, Passport etc.

Additional authorised signatories

Nominate additional authorised signatories that can advise and transact on your behalf.

Step 2: Your investment details – Complete sections 7-9

Payment details

Indicate your method of payment. If investing by direct debit please complete your bank details on page A11.If investing by cheque please cross your cheque “Not Negotiable” and make payable to National Nominees Limited OCA HFA Asset Management. If arranging for your application amount to be deposited via direct credit, please ensure the funds are deposited to the following account:BSB: 083-043Account Number: 870217668Account Name: National Nominees Limited OCA HFA Asset ManagementPayment reference: ‘First name and surname’(Please ensure you insert the payment reference to enable us to match up your application amount with your application.)

Investment amount Specify the investment amount, and Unit class in which, you wish to invest.

Regular investment plan Nominate to participate in the regular investment plan.

Financial adviser service fee

You only need to complete this section if you have agreed with your financial adviser to pay an Initial Advice Fee deducted from your initial investment or an Ongoing Advice Fee to be deducted from any distribution, or both.If you have agreed to pay an Initial Advice Fee or Ongoing Advice Fee, please ensure the consent is signed by both yourself and your financial adviser.

PART 7


PART 7

Additional information on setting up alternative account typesInvestments on behalf of a minorWe do not accept investments in the name of a person under 18 years of age. However, the investment may be held ‘as designation’ for the minor. It is important that you complete Investor 1 and/or Investor 2 as the owner’s name of the account and provide the TFN(s) of the Investor(s) rather than the minor.

Superannuation fund or trustPlease insert the entity’s name under section 2(d) ‘Trustee / Responsible Entity / Custodian details’. We will also require information of the trustees. To supply this trustee information, please complete section 2(a) Investor 1 and/or section 2(b) Investor 2 if the trustees are individuals. If the trustee is a company please complete section 2(c) ‘Company’ field.

Step 4: Identification and verification

Identification and verification

You or your financial adviser must also complete the identification and verification form on page A8 so that we can establish your identity or the identity of other people associated with your account.

Certitude Global Investments LimitedAustralian Financial Services Licence 246747

Please complete and send to:Mail: National Australia Bank Limited

Registry ServicesPO Box 1406, Melbourne VIC 3001

Application FormHFA International Shares Fund

A1

This Application Form is used to apply for Units offered under the HFA International Shares Fund Product DisclosureStatement (PDS) dated 19 August 2010. You should read the PDS in full before applying for Units in the Fund. Anincomplete Application Form will not be accepted.

Instructions to complete• Please complete the Application Form using BLACK INK.• Print within the boxes in CAPITAL LETTERS.• Indicate your preference by marking boxes with ‘X’ where appropriate.• Complete ALL parts relevant to your investor type.• Ensure the form is signed by all relevant authorised signatories.• Indicate how much you wish to invest in the Fund in part 7.• Send all additional information and documentation for AML/CTF purposes as detailed in part 13 for your investor type.• Send the original Application Form (faxes are not acceptable) if this is your initial application.• Enclose a contribution cheque, complete the Direct Debit Request Form or, alternatively, arrange for the application amount to be

deposited via direct credit.• Ensure you provide an email address to receive statements, reports and other notices and communications.

(a) Are you a new investor or an existing investor?

New investor

Existing investor Give details of your existing investor number

Existing investor number (Please leave blank if this is a first application):

Existing investor name:

(b) What type of investor are you? (must be completed)

Individual Go to part 2(a)

Sole trader Go to part 2(a) and 2(c)

Joint Go to part 2(a) and 2(b)

Company Go to part 2(c)

Partnership Go to part 2(c)

Registered co-operative Go to part 2(c)

Government body Go to part 2(c)

Trust (other than superannuation) Go to part 2(d)

Superannuation Go to part 2(d)

Custodian Go to part 2(d)

Incorporated association Go to part 2(c)

Unincorporated association Go to part 2(c)

Other – please specify Go to part 2(c)

1. Investor type

ISF Application Form 6-10 26/8/10 1:05 PM Page 1





(a) Investor details 1 (Individual accounts / sole-trader)

Title: Date of birth: / /

Surname:

Given name(s):

Registered street address:*

Unit no: Street no: Street name:

Suburb: State: Postcode:

Tax File Number: Or exemption:

(b) Investor details 2 (Joint accounts)

Title: Date of birth: / /

Surname:

Given name(s):

Registered street address:*



Tax File Number: Or exemption:

(c) Company/Partnership/Incorporated or Unincorporated association/Registered co-operative/Government body details

Full name:

Full registered business name (if applicable) of the partnership:

Full street address of registered office:*



Full street address of principal place of business:



Tax File Number:

ABN: OR ACN/ARBN:

* This must be a physical street address and cannot be a post office box.

Country of registration/establishment: Australia Foreign^, please specify

Are you a regulated company/partnership: Yes^ No^

Name of regulator/Registration body:

Details of relevant licence:

^ We reserve the right to request further documentation.

Is the Government body a body of The Commonwealth of Australia

A State, Territory or a foreign country, please specify

2. Investor details (must be completed in full)

A2


Please nominate the bank account into which you would like distributions (where not reinvested) and redemptions paid.

Account name:

(Must be in the name of an investor)

Name of financial institution:

(Must be an Australian authorised deposit taking institution)

Branch:

BSB: Account number:





(d) Trustee/Responsible entity/Custodian detailsEnter Trustee/Responsible entity/Custodian details in Part 2(a), 2(b) or 2(c)

Type of trust (must be completed)

Regulated trust/Superannuation fund

Registered managed investment scheme

Government superannuation fund

Wholesale trust

Any other trust, please specify

Acting as: Trustee for Responsible entity for

Custodian for Other, please specify

Name of trust:

ABN: Tax File Number:

Superannuation Fund Number:

ARSN for registered schemes:

Country of establishment: Australia Other, please specifyNote: The following information applies to 2 (a), (c) and (d). Failure to quote a Tax File Number (TFN) or Australian Business Number (ABN) is not an offence, however, weare required to withhold tax from your distributions at the highest marginal rate of tax (plus medicare levy) until your TFN or ABN is provided. Collection of TFN and ABNinformation is authorised and its use and disclosure are strictly regulated by tax and privacy laws.If a TFN exemption applies please supply supporting documentation.Existing clients (Australian investors only): We will use the Tax File Number (TFN)/Australian Business Number (ABN) or Exemption you have previously advised unless yourequest us not to.If you do not wish us to use the TFN/ABN or Exemption already quoted, please tick the box on the right.

Investor contact details (Joint investors please include one set of contact details for all communications)

Contact name:

Postal address: (if different to section 2)



Telephone Telephone

(business hours): (after hours):

Mobile number: Fax number:

Email address:

3. Contact details (must be completed in full)

4. Bank account details (must be completed)

A3






Distribution preference* Reinvestment Bank deposit

HFA International Shares Fund (Retail)

HFA International Shares Fund (Wholesale)*If a distribution preference is not indicated, your distribution entitlement will be reinvested as additional Units in the Fund.

Other contact details (including attorneys/agents)Please provide details of other parties authorised to receive details of your investment.

Name:

Company:

Relationship to investor:

Mailing address: Unit no: Street no: Street name:


Telephone number: Fax number:

Email address:

6. Financial Adviser details

5. Distribution preference

7. Investment details (must be completed)Please specify the investment amount against the Unit class in the table below:

Unit Class Investment amount

1 HFA International Shares Fund (Retail) $

2 HFA International Shares Fund (Wholesale) $

Total $

The minimum initial investment in the HFA International Shares Fund is $5,000 for Retail Units and $500,000 for Wholesale Units,unless we permit otherwise.

YES, I have attached a cheque for the above amount payable to ‘National Nominees Limited OCA HFA Asset Management’.or

YES, please arrange to direct debit the above amount from my nominated bank account. (Please ensure the attached Direct Debit Request Form is completed for the application amount).

or

YES, I have arranged for the application amount to be deposited by direct credit to the account outlined on page 33 of the PDS.

A4

Authorised representative name:

Authorsed representative number:

Dealer group:

Mailing address: Unit no: Street no: Street name:


Telephone number: Fax number:

Email address:

AFSL number: ABN:






8. Regular investment plan (Retail Units ONLY)

YES, I would like to participate in the regular investment plan.(Please ensure the attached Direct Debit Request Form is completed for the regular investment plan with the nominated amount specified and the frequency ie. monthly or quarterly).

Minimum: $250 per month or $750 per quarter. Monthly and quarterly regular investment plan applications for Units are processed on the 25th of the month.

NO, I do not want to participate in the regular investment plan.

9. Financial Adviser Service Fee

(a) Initial Advice FeeComplete this part if you have agreed with your Financial Adviser to have a Initail Advice Fee deducted up to 3%. If you do notnominate a fee, no fee will be charged.

HFA International Shares Fund (Retail): %

(b) Ongoing Advice FeeComplete this part if you have agreed with your financial adviser to have a Ongoing Advice Fee paid out of the Fund's distributionsof up to 1%. If you do not nominate a fee, no fee will be charged.

HFA International Shares Fund (Retail): %

(c) Consents

I (Investor Name) confirm that I have entered into an agreement with theDealer Group for the Dealer to provide me with financial product advice, and I have requested that the Dealer further advise me(through the Financial Adviser) in maintaining my investment in the Fund.

I request that the Responsible Entity enter into an agreement with the Dealer to pay the Dealer fees for providing that advice to me andI agree that the Responsible Entity will pay the Initial Advice Fee and/or Ongoing Advice Fee for that advice from my investment ordistributions in the Fund at the rate selected in Part 9(a) and 9(b) above. I note that I may instruct the Responsible Entity at any time notto pay the Initial Advice Fee and/or Ongoing Advice Fee.

ClientSignature Date

ClientSignature Date

I (Financial Adviser Name) on behalf of the Dealer request that the ResponsibleEntity pay the Initial Advice Fee and/or Ongoing Advice Fee nominated in Part 9(a) and 9(b) to the Dealer for the Dealer providing financialproduct advice to the Client to assist the Client in choosing the Fund in which to maintain his or her investment. I acknowledge that theResponsible Entity is not responsible for advice that the Dealer provides to the Client. I agree to indemnify the Responsible Entity against anyclaim made against or loss incurred by the Responsible Entity in connection with advice provided to the Client. The Dealer and I are not theResponsible Entity’s agents nor are we your partners. I am authorised to sign this Application on behalf of the Dealer.

Financial AdviserSignature Date

The Dealer can reduce the Ongoing Advice Fee at any time by notifying the Responsible Entity in writing. The Ongoing Advice Feecannot be increased unless: (a) the Client completes an Ongoing Advice Fee Variation Form (available from the Responsible Entity)which also requires the Dealer’s signature, or (b) the Dealer completes an Ongoing Advice Fee Variation Form (available from theResponsible Entity) which is also signed by the Client.

The Responsible Entity can terminate this agreement by notifying the Dealer and the Client in writing on 30 days notice at any time orimmediately if in the Responsible Entity's opinion it is necessary to do so in order to comply with the Corporations Act.

/ /

/ /

/ /

A5



By signing this application the investor acknowledges and confirms that they:• Are 18 years of age or over (otherwise applications must be made in the name of parent/guardian and signed by

parent/guardian).• Agree to be bound by the provisions of the PDS and the Fund’s Constitution (which may be amended from time to time). We

reserve the right to refuse applications for Units at our discretion.• Declare that this application was included in, or accompanied by, the PDS dated 19 August 2010, which they have received and

read in full.• Acknowledge that neither the Responsible Entity nor any other person guarantees the return of capital invested, or the performance

of the Fund.• Authorise us to apply the Tax File Number or Australian Business Number quoted to all investments in the name of the investor.• Authorise us to use and disclose personal information in accordance with the privacy statement on page 27 of the PDS.

Individual/Sole trader/Joint/Partnership/Trustee/Responsible entity/Custodian

Signature Date

Name

Signature Date

Name




10. Reporting (must be completed)

11. Declaration and signature (must be completed)

Please indicate your preference for contact by ticking the appropriate box. Copies of all correspondence is to be mailed to the investor

and: Financial Adviser Other please state

Please ensure email addresses are provided in the relevant contact part above.

The Fund’s Annual Report will be available on our website www.certitudeglobal.com.au each financial year (and we will notify you ofthe website address each year). However, you can elect to receive, free of charge, an electronic copy or hard copy of the Fund’sAnnual Report each year.

Please mark if you would like to receive a copy of the Annual Report each year.

I wish to receive a hard copy of the Annual Report each year sent to my postal address as provided in Part 3 above.

I wish to receive an electronic copy of the Annual Report each year sent to my email address as provided in Part 3 above.

/ /

/ /

A6



Company/Incorporated or Unincorporated association/Registered co-operative/Government body(at least two to sign unless you indicate you are a sole director)

Signature Date

Name and Title(e.g. Director, secretary or sole director/secretary)

Signature Date

Name and Title(e.g. Director, secretary or sole director/secretary)

Company seal (if applicable)




11. Declaration and signature (must be completed) cont’d

12. Additional authorised signatories (including attorneys/agents)

/ /

/ /

Signature

Name

Signature

Name

Signature

Name

Signature

Name

Please indicate who is to sign Any 1 to sign Any 2 to sign All to sign

If you do not indicate a choice, we will assume any one signatory can sign.

Please ensure you have completed part 13 on the following page.

A7






In addition to completing the Application Form it is necessary to provide additional information and documentation to assist withcustomer verification procedures with regard to the AML/CTF Act and Rules. Please complete the checklist below for the relevantinvestor type section you have specified in part 1b of the Application Form. Ensuring the following information is provided willenable a smooth application process.

Please be advised that a certified copy may be signed by a financial planner with more than 2 years of service, Justice of the Peace,solicitor, accountant or police officer. For more details of acceptable certification please phone us on 1300 30 90 92.

Please note that it may be necessary to complete more than one part depending on the structure of your holding. For example, a TrusteeCompany will need to complete the part for the Trustee AND the Company. An individual who has appointed a financial planner to acton their behalf will need to complete the “Individual” and “Agent” parts.

If your financial adviser has a distribution agreement in place with us they may be able to collect and retain the certified documentationas required below on our behalf.

We reserve the right to request further documentation and have absolute discretion to accept or reject any application subject to thereceipt of full documentation. Where any document is in a language that is not English it must be accompanied by an Englishtranslation prepared by an accredited translator.

Please indicate in the box below, as to whether a distribution agreement is in place:

YES, my financial adviser is subject to a distribution agreement with Certitude Global Investments Limited.

If no distribution agreement is in place with us, please provide the information or documentation listed in respect of each investor type asapplicable to your circumstances.

Individual/Sole traderOriginal or certified copy of ONE of the following:

Current Australian driver’s licence containing a photograph of the person.

Australian passport issued by the Commonwealth (not more than two years past expiry).

Current card issued under a law of a State or Territory for the purpose of proving a person’s age which contains a photograph of the person in whose name the document is issued.

Current foreign passport or similar document issued for the purpose of international travel, that contains a photograph and the signature of the person in whose name the document is issued.

Company

For a proprietary company, the name of each director of the company.

A certified list of your authorised signatories, otherwise instructions will only be accepted if signed by the signatories in part 11.

If the company is a proprietary company or a foreign private company and is not a regulated company, the name and residential address of any individual who owns, through one or more shareholdings, more than 25% of the issued capital of the company.

If the company is a majority-owned subsidiary of an Australian listed company, the name of the Australian listed company and the name of the relevant market/exchange.

If the company is a listed company, the name of the relevant market/exchange.

13. Additional information for AML/CTF purposes

A8



Trusts and trusteesIn respect of one of the trustees, the information and documentation for an individual or company as specified above; and

If the trust is a wholesale trust, an original, certified copy or certified extract of the trust deed; or

If the trust is a regulated trust, the name of the regulator and relevant registration/licensing details; or

If the trust is a government superannuation fund established under legislation, the name of that legislation and the provision that establishes the fund.

If the trust is any other trust:

In relation to the name of the trust, an original, certified copy or certified extract of the trust deed or a notice (such as a notice of assessment) issued by the Australian Taxation Office within the last 12 months; and

Full name of each beneficiary; or

If the terms of the trust identify the beneficiaries by reference to membership of a class – details of the class; and

Full name and residential address of each trustee who is an individual; and

Full name and address of each trustee who is not an individual.

PartnershipsIn relation to one of the partners the information and documentation for an individual as specified above; and

ONE of the following in relation to the name of the partnership:

A certified copy or certified extract of minutes of a partnership meeting; or

An original partnership agreement; or

A certified copy or certified extract of the partnership agreement; or

A notice (such as a notice of assessment) issued by the Australian Taxation Office within the last 12 months; or

An original or certified copy of a certificate of registration of business name issued by a government or government agency in Australia.

AND ONE of the following:

An original current membership certificate (or equivalent); or

Membership details independently sourced from the relevant association; or

Full name and residential address of each partner in the partnership.

Incorporated associationsFull name of the chairman, secretary and treasurer or equivalent officer in each case; and

Any unique identification number issued upon incorporation by the registration body; and

Original or certified extract of:

The constitution or rules of association; or

Minutes of meeting of the association; or

Information provided by the relevant registration body responsible for the incorporation for the association.




A9



Unincorporated associations

Full name of the chairman, secretary and treasurer or equivalent officer in each case; and

In respect of a member of the unincorporated association information required for an individual as specified above; and

An original or certified extract of:

The constitution or rules of association; or

Minutes of meeting of the association; and

In relation to one of the members the information for an individual as specified above.

Registered co-operatives

Full name of the chairman, secretary and treasurer or equivalent officer in each case; and

Any unique identification number issued upon its registration by the relevant registration body; and

An original, certified copy or certified extract of the:

Register maintained by the co-operative; or

Minutes of meeting of the co-operative; or

Information provided by the relevant registration body in relation to the registration of the co-operative.

Government body

If the government body is established under legislation, a copy or relevant extract of the legislation obtained from a reliable and independent source, such as a government website.

Agents of investorsThe following applies when a investor authorises an agent to act for or on behalf of themselves in relation to a designated service:

Evidence of the investor’s authorisation specifying the appointment of the agent (e.g. signed letter, signed authorisation form, signed power of attorney etc).

The following applies when a non-individual investor (e.g. company, trustee, co-operative etc) appoints a verifying officer (e.g.employee, agent or contractor) to identify an agent appointed by the non-individual investor:

In respect of the verifying officer, the information for an individual as specified above.

Evidence of the investor’s authorisation specifying the appointment of the verifying officer (e.g. signed letter, signed authorisation form etc).

In respect of the agent:

Full name of each agent.

A copy of the signature of the agent.




A10


Direct Debit RequestHFA International Shares Fund

Request and Authority to debit Surname or company name

Given Names or ACN /ARBN (“YOU”)

request and authorise Certitude Global Investments Limited ABN 25 082 852 364 (DirectDebit ID 338844) to arrange, through its own financial institution, a debit to your nominatedaccount any amount Certitude Global Investments Limited, has deemed payable by you. Thisdebit or charge will be made through the Bulk Electronic Clearing System (BECS) from youraccount held at the financial institution you have nominated below and will be subject to theterms and conditions of the Direct Debit Request Service Agreement.

Details of Direct Debit Single Direct Debit of your nominated account in favour of ‘National Nominees Limited – Application Amount OCA HFA Asset Management’ on the twenty-fifth (25th) of the month.

Details of Direct Debit Direct Debit of your nominated account the Regular Investment Plan amount in favour of – Regular Investment Plan ‘National Nominees Limited OCA HFA Asset Management’ on the twenty-fifth (25th) of the month.

Insert the name and address of Financial institution name:financial institution at whichaccount is held Address:

Insert details of account to Name of account:be debited

BSB number:

A/C Number:

Acknowledgment By signing and/or providing us with a valid instruction in respect to your Direct Debit Request,you have understood and agreed to the terms and conditions governing the debit arrangementsbetween you and Certitude Global Investments Limited as set out in this Request and in yourDirect Debit Request Service Agreement.

Insert your signature andaddress Signature:

(If signing for a company, sign and print full name and capacity for signing eg. Director)

Address:

Date:

Insert your signature andaddress Signature:

(If signing for a company, sign and print full name and capacity for signing eg. Director)

Address:

Date:

Request and Authority to debit the account named below to pay

Certitude Global Investments Limited

$

$ Monthly Quarterly

/ /

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The following is your Direct Debit Service Agreement with Certitude Global Investments Limited ABN 25 082 852 364. The agreement is designed to explainwhat your obligations are when undertaking a Direct Debit arrangement with us. It also details what our obligations are to you as your Direct Debit Provider.

We recommend you keep this agreement in a safe place for future reference. It forms part of the terms and conditions of your Direct Debit Request (DDR)and should be read in conjunction with your DDR form.

Definitionsaccount means the account held at your financial institution from which we are authorised to arrange for funds to be debited.agreement means this Direct Debit Request Service Agreement between you and us.banking day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.debit day means the day that payment by you to us is due.debit payment means a particular transaction where a debit is made.direct debit request means the Direct Debit Request between us and you.us or we means Certitude Global Investments Limited, (the Debit User) you have authorised by signing a Direct Debit Request.you means the customer who signed the Direct Debit Request.your financial institution means the financial institution nominated by you on the DDR at which the account is maintained.

1. Debiting your account1.1 By signing a Direct Debit Request, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct

Debit Request and this agreement for the terms of the arrangement between us and you.1.2 We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request, or we will only arrange for funds to be

debited from your account if we have sent to the address nominated by you in the Direct Debit Request, a billing advice which specifies theamount payable by you to us and when it is due.

1.3 If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following bankingday. If you are unsure about which day your account has or will be debited you should ask your financial institution.

2. Amendments by us2.1 We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.

3. Amendments by you3.1 You may change, stop or defer a debit payment, or terminate this agreement, by providing us with at least fourteen (14) days notification by

writing to: Certitude Global Investments Limited, GPO Box 1616, Brisbane QLD 4001, or by telephoning us on 1300 30 90 92 duringbusiness hours; or arranging it through your own financial institution.

4. Your obligations4.1 It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance

with the Direct Debit Request.4.2 If there are insufficient clear funds in your account to meet a debit payment:

(a) you may be charged a fee and/or interest by your financial institution;(b) you may also incur fees or charges imposed or incurred by us; and(c) you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an

agreed time so that we can process the debit payment.4.3 You should check your account statement to verify that the amounts debited from your account are correct.4.4 If Certitude Global Investments Limited is liable to pay goods and services tax ("GST") on a supply made in connection with this agreement, then

you agree to pay Certitude Global Investments Limited on demand an amount equal to the consideration payable for the supply multiplied by theprevailing GST rate.

5 Dispute5.1 If you believe that there has been an error in debiting your account, you should notify us directly on 1300 30 90 92 and confirm that notice in writing

with us as soon as possible so that we can resolve your query more quickly. Alternatively you can take it up with your financial institution direct.5.2 If we conclude as a result of our investigations that your account has been incorrectly debited we will respond to your query by arranging for your

financial institution to adjust your account (including interest and charges) accordingly. We will also notify you in writing of the amount by whichyour account has been adjusted.

5.3 If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing youwith reasons and any evidence for this finding in writing.

6. AccountsYou should check:(a) with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by

financial institutions.(b) your account details which you have provided to us are correct by checking them against a recent account statement; and(c) with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.

7. Confidentiality7.1 We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep

any such information that we have about you secure and to ensure that any of our employees or agents who have access to information aboutyou do not make any unauthorised use, modification, reproduction or disclosure of that information.

7.2 We will only disclose information that we have about you:(a) to the extent specifically required by law; or (b) for the purposes of this agreement (including disclosing information in connection with any query or claim).

8. Notice8.1 If you wish to notify us in writing about anything relating to this agreement, you should write to Certitude Global Investments Limited, GPO Box

1616 Brisbane QLD 40018.2 We will notify you by sending a notice in the ordinary post to the address you have given us in the Direct Debit Request.8.3 Any notice will be deemed to have been received on the third banking day after posting.

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Direct Debit Request (DDR) Service AgreementHFA International Shares Fund



Responsible EntityCertitude Global Investments Limited ABN 25 082 852 364AFSL 24 67 47Phone: 1300 30 90 92Fax: (07) 3229 7580Post: GPO Box 1616 Brisbane Qld 4001

Email: [email protected] Web: www.certitudeglobal.com.au

Level 5151 Macquarie StreetSydney NSW 2000

Custodian and administrator National Australia Bank LimitedLevel 12500 Bourke StreetMelbourne VIC 3000

Unit registrarNational Australia Bank LimitedRegistry ServicesFax: 1300 36 56 01Post: PO Box 1406 Melbourne VIC 3001

Level 12500 Bourke Street Melbourne VIC 3000

Fund and compliance plan auditorKPMG147 Collins StreetMelbourne VIC 3000

Responsible Entity’s solicitorMcCullough Robertson LawyersLevel 1166 Eagle StreetBrisbane QLD 4000

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