the global fund solution - guardian group€¦ · wi˜ ˜e acquisition of ˜e crown life portfolio,...

The Global Fund Solution

The Conservative FundThe Moderate FundThe Aggressive Fund

16� February, 2007

THE GLOBAL FUND SOLUTION

Conservative FundModerate FundAggressive Fund

The Trinidad and Tobago Securities and Exchange Commission has not in any way evaluated �e merits of �e securities offered hereunder and any representation to �e contrary is an offence.

This Prospectus has been seen and approved by �e Directors of �e Fund Sponsor and �ey collectively and individually accept full responsibility for �e accuracy of �e information given and confirm �at, a�er having made all reasonable enquiries, and to �e best of �eir knowledge and belief, �ere are no false or misleading statements or o�er facts �e omission of which would make any statement herein false or misleading.

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INVESTORWARNINGThis Prospectus contains information to help you make an informed investment decision and to help you understand your rights. It contains information about �e Funds, as well as �e names of �e persons responsible for �eir organization and management.

You are encouraged to read �is prospectus in its entirety, prior to making any investment decision.

CONFLICTSOF INTERESTInstances may arise where �e interests of �e Trustee and �e Portfolio Manager or �eir a�liates conflict wi� �e interests of �e Funds and �eir uni�olders. Such conflicts include, but are not limited to, �e fact �at �e Trustee and �e Portfolio Manager may be engaged in o�er substantial activities apart from �e activities described in �is Prospectus and may �erefore devote to �e Funds only such time as �ey consider reasonably necessary. Fur�ermore, �e Funds may from time to time invest in products promoted by or assets owned by Guardian Holdings Limited or any of its subsidiaries subject to �e Funds’ investment restrictions.

Guardian Asset Management Ltd. also performs �e functions of Trustee, Custodian, Registrar and Administrator to �e Guardian Asset Management Caribbean Series of Mutual Funds and �e Guardian Asset Management International Series of Mutual Funds. Fees are received for �e performance of �ese functions. The Portfolio Manager is also Portfolio Manager of �e Guardian Asset Management Caribbean Series of Mutual Funds and �e Guardian Asset Management Series of Mutual Funds.

TABLE OF CONTENTSInvestor Warning 3

Conflicts of Interest 3

Key Definitions 4

Corporate Directory 4

Roles and Responsibilities 5

Information on Service Providers 6

Organisational Structure (Guardian Holdings Limited) 7

Certification of �e Directors 8(Guardian Life of �e Caribbean Limited)

Documents Available for Inspection 8

Information Summary 9

Investment Objective Conservative Fund 10 Moderate Fund 10 Aggressive Fund 10

Investment Strategies and Restrictions 11-13

Borrowing Powers 14

Investment Profile of Geographic Regions 14-16

Valuation of �e Fund 16

Expenses and Net Proceeds Expenses and Fees 17 Bank Charges 17 Use of Proceeds 17 Distribution Policy 17

Terms and Conditions of �e Offering The Offer 18 Minimum Balances 18 Publication of Prices 18 Eligibility 18 Joint Investors 18

Description of Units 19

Eligibility 19

The Price of a Unit 19

Classes of Units 20-21

How to Purchase Units 21

How to Redeem Units 21

Uni�olders’ Rights and Benefits Voting Rights 22 Dissolution 22 Tax Considerations (under current T&T Legislation) 22 Tax Benefits of �e Fund (under current T&T Legislation) 23

Risk Factors 23

Performance Data 24

Accounting Policies 24

Amendment of �e Trust Deed 24

Termination of �e Fund 24

KEY DEFINITIONSWi�in �e context of �is Prospectus, �e listed expressions will have �e following meanings:

Agent Anyone au�orised by �e Trustee to distribute �e Funds

BRIC Brazil, Russia, India and China

Directors Directors of �e Guardian Life of �e Caribbean Limited

Fund or Funds The Funds offered by �is Prospectus

NAV Net Asset Value (being �e net value of �e assets of �e Funds)

Portfolio Manager Guardian Life of �e Caribbean Limited

SEC Trinidad and Tobago Securities and Exchange Commission

SFIC Statutory Funds of Insurance Companies

The Fund Sponsor Guardian Life of �e Caribbean Limited

The Funds Conservative Fund, Moderate Fund, Aggressive Fund

The Trustee Guardian Asset Management Limited

Units Units of a fund

TTD/TT$ Trinidad and Tobago Dollars

USD/US$ United States Dollars

Valuation Day Business day on which �e net asset value per unit is calculated

The Fund Administrator Guardian Asset Management Limited

The Registrar Guardian Asset Management Limited

CORPORATE DIRECTORYSPONSOR: PORTFOLIO MANAGER:Guardian Life of �e Caribbean Limited Guardian Life of �e Caribbean Limited1 Guardian Drive, Westmoorings 1 Guardian Drive, Westmoorings

TRUSTEE and CUSTODIAN: ADMINISTRATORGuardian Asset Management Limited Guardian Asset Management Limited1 Guardian Drive, Westmoorings 1 Guardian Drive, Westmoorings

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ROLES AND RESPONSIBILITIESTHE SPONSORThe Sponsor, Guardian Life of �e Caribbean Limited (GLOC), is part of an integrated financial services group whose business focus is in �e areas of life and heal� insurance, property and casualty insurance, pensions, and asset management.Headquartered in Trinidad and Tobago, �e span of operations includes �e English and Dutch-speaking Caribbean.

Background and History of Guardian Life of �e Caribbean Limited

Guardian Life acquired a majority shareholding in Crown Life (Caribbean) Limited and achieved a merger of �e operations of �e two companies in January of 1993 and also assumed management of �e portfolio of business formally carried on by �e Caribbean Atlantic Life Insurance Company (Trinidad and Tobago) Limited. Wi� �e acquisition of �e Crown Life portfolio, Guardian Life expanded overseas into Curacao and Aruba.In August of 1995 Guardian Life entered into a strategic alliance wi� �e RBTT Financial Holdings Limited which has facilitated �e development of �e country’s first bank assurance company. On June 18, 1996, �e restructuring of Guardian Life of �e Caribbean was completed and a holding company was established - Guardian Holdings Limited.Now, as part of �e Guardian Holdings Group, Guardian Life is �e largest life insurance provider in �e region wi� over 250,000 policies and assets in excess of $3.5 billion under management. Guardian Holdings Limited is listed on �e Trinidad and Tobago Stock Exchange and �e Jamaica Stock Exchange. This listing will fur�er enable customers, staff and �e public to share in �e future grow� of �e organisation.GLOC's stable operation, continued prudent investment strategies and profitable contributions to �e GHL Group, have led �e A.M. Best Company to a�rm a rating of 'A' Excellent on our financial streng� and claims-paying ability for �e six� consecutive year.

Background and History of Guardian Asset Management Limited

Guardian Asset Management Limited is licensed under �e Financial Institutions Act, 1993 to conduct business as: (1) a Merchant Bank, (2) a Trust Company, (3) a Unit Trust and (4) a provider of Non-Banking Financial Services.

Guardian Asset Management Limited performs �ree key functions:1. The management of investment portfolios and pension fund assets of Group companies across �e region,

including �e general insurance subsidiaries. This will achieve economies of scale in �e critical asset management area.

2. The development and marketing of local, regional and foreign mutual funds. The global shi� away from pure protection products to products which combine savings/weal� accumulation and protection, or products (mutual funds) which are purchased separately from protection (term insurance) products, has created a significant opportunity. Fur�ermore, while �e mutual fund market is maturing in �e United States and Europe, �ere is considerable grow� potential in �e Caribbean as incomes rise, distances from �e major financial markets shrink and regional economies become more open.

3. Guardian Asset Management is currently �e Administrator and Investment Advisor for �e Praetorian Property Fund, �e Investment Advisor for �e LifeStar Fund and �e Lifestyle Fund. Guardian Asset Management has developed tremendous experience over �e years in �is area and brings �is expertise to local investors wi� its suites of mutual funds. Guardian Asset Management is also �e trustee custodian and administrator of �e Caribbean Series of Mutual Funds and �e International Series of Mutual Funds.

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THE TRUSTEEGuardian Asset Management Limited is a wholly owned subsidiary of �e Guardian Holdings Group of Companies and was born out of �e Investments Department of Guardian Life of �e Caribbean. In �at role, �e Group’s multi-billion dollar investment portfolios were held and managed over several decades.

The Trustee, Guardian Asset Management Limited, has a fiduciary responsibility to �e Uni�olders of �e Funds and will act as �e custodian of �e Funds’ assets and will ensure �at �e rights of �e Uni�olders are in no way infringed. The Trustee may make arrangements for �e Funds, to borrow under conditions set out in �e Trust Deed on �e advice of �e Portfolio Manager.

PORTFOLIO MANAGERGuardian Life of �e Caribbean Limited is �e Portfolio Manager for �e Funds and will provide a continuous investment programme for �e Fund’s portfolio by making day-to-day investment decisions and carrying out o�er related portfolio activities. These will include �e purchase and sale of �e Fund’s assets and �e general management of �e Funds’ investments in accordance wi� �e stated objectives and policies of �e Funds.

THE FUND ADMINISTRATORThe Funds’ Administrator, Guardian Asset Management Limited, performs or arranges for �e performance of �e administrative services (o�er �an investment advice and related portfolio activities) necessary for �e daily operation of �e Funds. These include maintaining �e accounts, books and records of �e Funds, providing reports and o�er documents required by �e TTSEC and providing �e Funds, wi� administrative o�ce facilities.

THE REGISTRARGuardian Asset Management Limited would be �e Registrar and would maintain a record of all Uni�olders and perform �e role of Transfer and Income Paying Agent.

The Guardian Holdings Group of Companies owns a wide range of subsidiaries (See Organisational Structure on page 8) in �e following industries �roughout �e Caribbean region and internationally:

• General Insurance• Health Insurance• Life Insurance• Pensions• Asset Management

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CERTIFICATION OF THE DIRECTORSThe Prospectus for �e Funds has been seen and approved by �e Directors of �e Funds’ Sponsor and �ey collectively and individually accept full responsibility for �e accuracy of �e information given and confirm �at, a�er having made all reasonable enquiries, and to �e best of �eir knowledge and belief, �ere are no false or misleading statements or o�er facts, �e omission of which would make any statement herein false or misleading.

Guardian Life of �e Caribbean LimitedThe Directors of Guardian Life of �e Caribbean Limited whose names appear below are responsible for �e information contained in �is Prospectus.

BOARD OF DIRECTORS

Mr. Rory O‘Brien (Chairman) Mr. Nicholas Lok Jack

Mr. Ravi Tewari Mr. Selby Wilson

Mr. Shiraz Ahamad

DOCUMENTS AVAILABLE FOR INSPECTIONThe Funds have entered into �e following Material Agreements, which affect investors:

a) The Trust Deedb) The Portfolio Management Agreementc) The Distribution Agreement

Additionally, �e Trustee has developed rules regarding �e custody of �e Funds’ assets and administration of �e Funds. Investors can inspect copies of �e above agreements and rules during regular business hours at �e o�ces of �eTrustee:

Guardian Asset Management Limited Chaguanas Branch Head O�ce Guardian Regional Centre1 Guardian Drive, Chaguanas, Ground Floor,Westmoorings, Trinidad and Tobago, W.I. Lots 28 & 30 Endeavour Industrial Estate

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INFORMATION SUMMARY The following section contains a summary of �e information in �e Prospectus. You are encouraged to read �is Prospectus in its entirety, prior to making any investment.

Pursuant to Section 69 of �e Trinidad and Tobago Securities Industry Act 1995, �is Prospectus has been filed wi� �e Trinidad and Tobago Securities and Exchange Commission (TTSEC) and a receipt has been issued by �e TTSEC for �e purpose of giving information to �e public.

This summary highlights salient information about Guardian Asset Management Limited and �e Funds. Investors are advised to read �e entire Prospectus prior to deciding whe�er to invest.

This Prospectus is a concise outline of �e relevant information about �e Funds, which you should know before making a decision to purchase units. No Agent, salesperson or o�er person is au�orised to give any information or to make any representations o�er �an �ose contained in �is Prospectus, and if given or made, such information or representations may not be relied upon as having been au�orised by �e Trustee or �e Portfolio Manager.

No person receiving �is Prospectus in any jurisdiction outside of Trinidad and Tobago may treat �is document as constituting an invitation to purchase or subscribe for any units, unless such an invitation could lawfully be made in �e relevant jurisdiction in compliance wi� any registration or o�er legal requirements.

For your information and protection, we advise �at Units in �e Funds are investments at �e sole risk of �e investor. They are not deposits and, in common wi� o�er investments of �is nature, are not insured by �e Deposit Insurance Corporation and are not guaranteed by �e Trinidad and Tobago Central Bank, Guardian Asset Management Limited, Guardian Life of �e Caribbean or any of �eir a�liates.

Investors are advised �at no securities shall be sold under �is Prospectus a�er one year and 120 days a�er �e date of �is Prospectus.

Investments are subject to fluctuations in �e market value of �e underlying assets, and payments of capital and interest are entirely dependent on �e gains or losses derived from �e securities and o�er assets comprising �e Fund.

There is no assurance �at �e Funds’ investment objective will be achieved and investors may not receive �e amount originally invested in �e Funds.

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INVESTMENT OBJECTIVE

The Conservative FundThe investment objective of �e Fund is to preserve investment capital and generate income. The Fund would invest primarily in units of Guardian Asset Management Mutual Funds, wi� an emphasis on a basket of mutual funds which seek to preserve capital and generate income. The Fund may also invest directly in money market, fixed income, equity securities and o�er mutual funds. Uni�older approval is required before any changes can be made to �is investment objective.

The Fund is recommended for investors wi� a low tolerance for risk and who are seeking preservation of capital.

The Moderate FundThe investment objective of �e Fund is to generate a reasonable rate of return while also providing �e opportunity for capital grow�. The Fund would invest primarily in units of �e Guardian Asset Management Mutual Funds, wi� an emphasis on mutual funds which seek to generate a reasonable rate of return while also providing �e opportunity for capital grow�. The Fund may also invest directly in money market, fixed income, equity securities and o�er mutual funds. Uni�older approval is required before any changes can be made to �is investment objective.

The Fund is recommended for investors wi� a moderate tolerance for risk and who are seeking capital appreciation.

The Aggressive FundThe investment objective of �e Fund is to maximise long-term capital grow�. The Fund would invest primarily in units of �e Guardian Asset Management Mutual Funds, wi� an emphasis on mutual funds which focus on equities for greater potential capital grow�. The Fund may also invest directly in money market, fixed income, equity securities and o�er mutual funds. Uni�older approval is required before any changes can be made to �is investment objective.

The Fund is recommended for investors wi� a high tolerance for risk and who are seeking capital appreciation.

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INVESTMENT STRATEGIES AND RESTRICTIONSThe Conservative FundThe Portfolio Manager would use strategic asset allocation to achieve �e Fund’s fundamental investment objective. The portfolio’s asset mix would generally be 60-100% in Fixed Income Securities and 0%-40% in Equity Securities.

For purposes of �e Fund’s investments, Fixed Income Securities include but are not limited to �e following securities: money market mutual funds, bond mutual funds, income mutual funds, corporate and government bonds, mortgages and asset-backed securities.

For purposes of �e Fund’s investments, Equity Securities include but are not limited to �e following securities: equity mutual funds, grow� and income mutual funds and shares in companies worldwide, and Exchange Traded Funds.

The Fund’s portfolio will consist primarily of TTD and USD denominated investments of �e following description:

• Guardian Asset Management Caribbean Series of Mutual Funds and the International Series of Mutual Funds or any o�er mutual funds

• Publicly traded equities, including rights, warrants, special warrants, convertible debentures, installment receipts and o�er common share equivalents of companies

• Exchange Traded Funds (ETF’s) or other similar instruments providing exposure to a basket of securities

• Term deposits or similar instruments of trust companies and banks

• Cash, or money market securities (including floating rate notes) issued by any government or corporation

• Government or Corporate Bonds

• Cash balances can be held in TTD and USD

No sales charges or trailers would apply to �e purchase or redemption of underlying Guardian Asset Management Mutual Funds by �e Funds. The Funds will purchase Class C units of �e underlying Guardian Asset Management Mutual Funds. Class C units have lower management fees �an o�er unit classes. Management fees for Class C units are 1.5% of NAV.

Restrictions

• No more than 10% of the portfolio’s assets may be invested in securities of any one corporate entity. Exceptions to �e 10% rule are Mutual Funds, governments or agencies of sovereign governments and Exchange Traded Funds or o�er similar instruments providing exposure to a basket of securities.

• The Fund would not hold more than 10% of the securities issued by any one corporate entity. Exceptions to �e 10% rule are mutual funds, governments or agencies of sovereign governments and Exchange Traded Funds or o�er similar instruments providing exposure to a basket of securities.

Annual Management Fees

Class A units - up to 3.5% of �e applicable NAVClass B units - up to 3.5% of �e applicable NAV

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The Moderate FundThe Portfolio Manager would use strategic asset allocation to achieve �e Fund’s fundamental investment objective. The portfolio’s asset mix would generally be 20-60% in Fixed Income Securities and 40-80% in Equity Securities.


For purposes of �e Fund’s investments, equity securities include but are not limited to �e following securities: equity mutual funds, grow� and income mutual funds and shares in companies worldwide, and Exchange Traded Funds.

The Fund’s portfolio will consist primarily of TTD and USD denominated investments of �e following description:

• Guardian Asset Management Caribbean Series of Mutual Funds and International Series of Mutual Funds or any o�er mutual funds


• American Depository Receipts (ADR’s) and Global Depository Receipts (GDR’s) or other similar instruments

• Non-publicly traded equities, including rights, warrants, special warrants, convertible debentures, private placements, installment receipts and o�er common share equivalents of companies whose principal operations are conducted in European countries

• Exchange Traded Funds or other similar instruments providing exposure to a basket of securities


• Cash, or money market securities issued by governments or corporations

• Closed-end Mutual Funds

• Cash balances can be held in TT or US currency

No sales charges or trailers would apply to �e purchase or redemption of underlying Guardian Asset Management Mutual Funds by �e Funds. The Funds will purchase Class C units of �e underlying Guardian Asset Management Mutual Funds. Class C units have lower management fees �an o�er unit classes. Management fees for Class C units are 1.5% of NAV.

Restrictions

• No more than 10% of the portfolio’s assets may be invested in securities of any one corporate entity. Exceptions to �e 10% rule are mutual funds, governments or agencies of sovereign governments and Exchange Traded Funds or o�er similar instruments providing exposure to a basket of securities.

• The Fund would not hold more than 10% of the securities issued by any one corporate entity. Exceptions to �e 10% rule are mutual funds, governments or agencies of sovereign governments and Exchange Traded Funds or o�er similar instruments providing exposure to a basket of securities.



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The Aggressive FundThe Portfolio Manager would use strategic asset allocation to achieve �e Fund’s fundamental investment objective. The portfolio’s asset mixes would generally be 0-30% in Fixed Income Securities and 70-100% in Equity Securities.


For purposes of �e Fund’s investments, equity securities include but are not limited to �e following securities: equity mutual funds, grow� and income mutual funds, shares in companies worldwide, and Exchange Traded Funds.

The Fund’s portfolio would consist primarily of investments denominated TTD and USD of �e following description:

• Guardian Asset Management Caribbean Series of Mutual Funds and the International Series of Mutual Funds or any o�er mutual funds


• American Depository Receipts and Global Depository Receipts or other similar instruments

• Non-publicly traded equities, including rights, warrants, special warrants, convertible debentures, private placements, installment receipts and o�er common share equivalents of companies whose principal operations are conducted in European countries

• Exchange Traded Funds or other similar instruments providing exposure to a basket of securities


• Cash, or money market securities issued by governments or corporations

• Closed-end Mutual Funds

• Cash balances can be held in TT or US currency

No sales charges or trailers would apply to �e purchase or redemption of underlying Guardian Asset Management Mutual Funds by �e Funds. The Funds would purchase Class C units of �e underlying Guardian Asset Management Mutual Funds. Class C units have lower management fees �an o�er unit classes. Management fees for Class C units are 1.5% of NAV.

Restrictions

• No more than 10% of the portfolio’s assets may be invested in securities of any one corporate entity. Exceptions to �e 10% rule are mutual funds, governments or agencies of sovereign governments and Exchange Traded Funds or o�er similar instruments providing exposure to a basket of securities.

• The Fund would not hold more than 10% of the securities issued by any one corporate entity. Exceptions to �e10% rule are mutual funds, governments or agencies of sovereign governments and Exchange Traded Funds or o�er similar instruments providing exposure to a basket of securities.



KEY DEFINITIONSWi�in �e context of �is Prospectus, �e listed expressions will have �e following meanings:

Agent Anyone au�orised by �e Trustee to distribute �e Funds

BRIC Brazil, Russia, India and China

Directors Directors of �e Guardian Life of �e Caribbean Limited

Fund or Funds The Funds offered by �is Prospectus

NAV Net Asset Value (being �e net value of �e assets of �e Funds)

Portfolio Manager Guardian Life of �e Caribbean Limited

SEC Trinidad and Tobago Securities and Exchange Commission

SFIC Statutory Funds of Insurance Companies

The Fund Sponsor Guardian Life of �e Caribbean Limited

The Funds Conservative Fund, Moderate Fund, Aggressive Fund

The Trustee Guardian Asset Management Limited

Units Units of a fund

TTD/TT$ Trinidad and Tobago Dollars

USD/US$ United States Dollars

Valuation Day Business day on which �e net asset value per unit is calculated

The Fund Administrator Guardian Asset Management Limited

The Registrar Guardian Asset Management Limited

CORPORATE DIRECTORYSPONSOR: PORTFOLIO MANAGER:Guardian Life of �e Caribbean Limited Guardian Life of �e Caribbean Limited1 Guardian Drive, Westmoorings 1 Guardian Drive, Westmoorings

TRUSTEE and CUSTODIAN: ADMINISTRATORGuardian Asset Management Limited Guardian Asset Management Limited1 Guardian Drive, Westmoorings 1 Guardian Drive, Westmoorings

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BORROWING POWERSThe Trustee has established �e following borrowing powers:

• Borrowing will be restricted to 5% of the NAV of the Fund

• The Fund will not make loans

• No derivative transactions nor forward currency contracts may be entered into for speculative purposes

• No securities that are subject to restrictive legal or contractual obligations on resale may be acquired

Potential risks and results of borrowing:

• The Fund may not be able to sell assets held as collateral

• Interest charged to the Fund for borrowing will increase Fund expenses

INVESTMENT PROFILE OF GEOGRAPHIC REGIONSThe Funds may invest in �e following regions:

Nor� American Region

Stock markets have existed in �e United States and Canada for centuries. The equity markets of �e United States and Canada have provided investors wi� steady long-term capital appreciation. These markets have comprehensive securities laws and SEC market oversight which are two of �e principal reasons why �ese markets are as e�cient and effective as �ey are at fueling �e capital needs of �eir respective economies. These laws focus on investor protection and have created in investors a certain bedrock confidence in �e integrity of �ese securities markets.

However, investors should be aware �at even �ese highly developed stock markets have risks. See section entitled “Risk Factors”, page 24.

European Region

Stock markets have existed in Europe for centuries and have provided investors wi� steady long-term capital appreciation. Recent initiatives by �e European Union promise to create an EU-wide capital market and a rationalised, coordinated European securities regulatory structure. These initiatives will improve �e e�ciency, liquidity and investor protection aspects of Europe's securities markets — developments �at will benefit international investors in �e long run, by providing �em wi� greater investment opportunities and benefiting issuers by possibly lowering �eir cost of capital.

However, investors should be aware �at even �ese highly developed stock markets have risks. See section entitled “Risk Factors”.

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Asia-Pacific Rim Region

Compared to �e stock markets in �e Nor� American and European regions, stock markets in �e Asia-Pacific Rim region are subject to a higher degree of risk. There are several reasons for �is which include:

• Investment and repatriation restrictions

• Currency fluctuations

• Shallower and substantially smaller liquid securities market than in the North American and European Markets

• Limited investor information and less stringent investor disclosure requirements

• Limited regulation of the securities market

The Asia-Pacific Rim region does offer �e potential of higher long-term capital appreciation. However, investors should be aware �at �ese emerging markets may present higher volatilities �an more developed markets. See section entitled “Risk Factors”.

BRIC Countries

Compared to �e stock markets in Nor� America and Europe, stock markets in �e BRIC countries are sub-ject to a higher degree of risk. There are several reasons for �is which include:



• Shallower and substantially smaller liquid securities markets than in the North American and European Markets



BRIC countries do offer �e potential for higher long-term capital appreciation. However, investors should be aware �at �ese emerging markets may present higher volatilities �an more developed markets. See section entitled “Risk Factors”.

O�er Emerging Countries (including Trinidad and Tobago)

Compared to �e stock markets in Nor� America and Europe, stock markets in emerging countries are subject to a higher degree of risk. There are several reasons for �is which include:



• Shallower and substantially smaller liquid securities markets than in the North American and European Markets



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Emerging countries do offer �e potential for higher long-term capital appreciation. However, investors should be aware �at �ese emerging markets may present higher volatilities �an more developed markets. See section entitled “Risk Factors”.

VALUATION OF THE FUNDSThe NAV would, unless �e Trustee determines o�erwise, be determined as at �e close of business in �e relevant market or markets on each valuation day in accordance wi� �e Prospectus, which provides (inter alia) �at:

(i) �e value or normal amount of any cash on hand, on loan, on deposit or on call, bills, demand notes, accounts receivable, prepaid expenses, cash dividends and interest declared or accrued and not yet received shall be deemed to be �e full amount �ereof unless �e Portfolio Manager shall have determined �at any such deposit, bill, demand note or account receivable is not wor� �e full amount �ereof, in which event �e value shall be deemed to be such value as �e Trustees in good fai� consider to be �e reasonable value;

(ii) except in �e case of any interest in a managed fund to which paragraph (iii) applies and subject as provided in paragraphs (iv) and (v) below, all calculations based on �e value of investments quoted, listed, traded or dealt in on any stock exchange, commodities exchange, futures exchange or over-�e-counter market shall be made by reference to �e last traded price on �e principal stock exchange for such investments as at �e close of business in such place on �e day as of which such calculation is to be made. Where �ere is no stock exchange, commodities exchange, futures exchange or over-�e-counter market, all calculations based on �e value of investments quoted by any person, firm or institution making a market in �at investment (and if �ere shall be more �an one such market maker �en such particular market maker as �e Trustees may designate) shall be made by reference to �e mean of �e latest bid and asked price quoted �ereon, provided always �at if �e Trustees, in �eir discretion, consider �at �e prices ruling on a stock exchange o�er �an �e principal stock exchange provide in all �e circumstances a fairer criterion of value in relation to any such investment, �ey may adopt such prices;

(iii) subject as provided in paragraphs (iv) and (v) below, �e value of each interest in any open-ended unit trust or corporation, open-ended investment company or o�er similar open-ended investment vehicle (a “managed fund”) shall be �e last published net asset value per unit, share or o�er interest in such managed fund (where available) or (if �e same is not available) a price calculated by aggregating �e last published bid price and �e last published offer price �ereof (excluding any preliminary or initial charge included in such offer price) and dividing �e result by two;

(iv) if no NAV, bid and offer prices or price quotations are available as provided in paragraphs (ii) or (iii) above, �e value of �e relevant asset shall be determined from time to time in such manner as �e Trustees shall determine;

(v) notwi�standing �e foregoing, �e Trustee may, at its absolute discretion, permit some o�er me�od of valuation to be used if it considers �at such valuation better reflects �e fair value.

If �e Trustee resolves �at �e Funds shall issue fur�er classes of units, it is possible �at �e me�od of calculating �e net asset value may differ for �ose o�er classes or series of units.

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EXPENSES AND NET PROCEEDSExpenses and Fees, Class A and B

The Total Management Fee would not exceed 3.5% per annum of �e average total assets of �e Funds. Fees will accrue daily and would be paid mon�ly to �e following service providers:

• Trustee/Custodian Fee would not exceed 1% per annum of the average total assets of the Funds.

• Administrator Fee would not exceed 1% per annum of the average total assets of the Funds.

• Portfolio Manager Fee would not exceed 3.5% per annum of the average total assets of the Funds. This fee does not include any o�er fees charged by �e underlying mutual funds or securities.

In addition, operational fees and expenses, including auditor’s fees, legal fees and o�er administrative costs, will be incurred as �e need arises. All applicable fees and expenses will be borne by �e Fund.

Fees and expenses of �e Funds are estimated by �e Trustee and are based on current contracts wi� all professional service providers as outlined in �e relevant material agreements.

It should be noted �at �e Trustee, on �e advice of �e Portfolio Manager, may borrow on behalf of any of �e Funds and any interest incurred shall be an expense of �e Fund. Guardian Asset Management Limited as Trustee will not charge a fee for �is service.

A Redemption Charge may also apply. (See section entitled “How to Redeem Units”, page 22.)

Bank Charges

The investor would be charged all bank charges levied by any bank or o�er financial institution for any cheques �at are dishonoured and returned to �e Funds.

Use of Proceeds

The proceeds of �is offering, minus payment of any operational expenses and fees, would be invested by �e Funds in an appropriate asset mix of investments in accordance wi� �e objectives of each of �e Funds.

Distribution Policy

Distributions would be paid annually for �e Funds and Uni�olders are allowed to reinvest �eir distribution at �e NAV on �e date of reinvestment.

Distributions would be reinvested in additional units unless o�erwise requested by a Uni�older. If �e Funds decide to declare dividends, such dividends may be distributed from net income and/or net realised and unre-alised capital gains.

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TERMS AND CONDITIONS OF THE OFFERINGThe Offer

The minimum initial subscription required is $1500.00 US for �e Funds. Therea�er �e minimum acceptable subscription is $150.00 US.

Applications will be received at �e Guardian Asset Management Limited o�ce in Westmoorings or in Chaguanas. Copies of �e Prospectus, Application Request Forms and Redemption Forms may be obtained from �ese o�ces.

The Portfolio Manager reserves �e right to refuse an application request. The initial subscription price for �e Funds is US$10.00.

Minimum Balances

Accounts wi� balances below US$150 may be closed and �e net proceeds would be forwarded to �eUni�older minus any fees or charges.

Publication of Prices

The NAV for �e Funds can be accessed in �e newspapers and website on a regular basis.

Eligibility

Individuals of sound mind, over eighteen years of age and corporate entities can purchase units of �eFund. The Funds are eligible investment for �e SFIC and pension plan portfolios.

Joint Investors

Where units are jointly held, �ey are subject to �e rules of joint tenancy. If ei�er Uni�older dies, his or her units automatically pass to �e surviving party. The Funds require �at all parties to �e account must sign any redemption request made.

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DESCRIPTION OF UNITSThe Funds are open-ended mutual funds, hence �ere is no limit to �e number of units or to �e number of classes of units �at may be issued, however, �e Trustee reserves �e right to refuse an application for units. Each unit secures an equal share in �e distribution of net income and participates equally in all o�er respects. Units may be issued as fractions. Units must be paid for by TT or US cheque, dra� or wire transfer. Cheques and dra�s would need to clear and wire transfers would need to be confirmed as being received by �e Funds before any new units or fraction �ereof, can be distributed to an investor’s account.

ELIGIBILITYIndividuals of sound mind, over eighteen years of age and corporate entities can purchase units of �e Fund. The Funds are also eligible investment for �e SFIC and Pension Plan portfolios.

THE PRICE OF A UNITThe NAV per unit of each Fund is calculated a�er �e close of business on each trading day. A “trading” day is any day �at commercial banks are open for business in Trinidad and Tobago. On each trading day, �e NAV per unit is calculated separately for each Fund based on �e market value of its proportionate share of �e assets of �e Fund, less any liabilities of �e Fund, divided by �e total number of units of �at Fund held by Uni�olders. The NAV per unit would fluctuate wi� �e value of �e Fund’s investments.

For U.S. dollar pricing purposes, NAV per unit of each Fund is computed by converting �e value of each relevant currency to U.S. dollars based on �e �en current day’s rate of exchange. The NAV of �e Funds is calculated in U.S. dollars.

If a Fund receives your order for �e purchase, transfer or redemption of units before 11:00 a.m. on a trading day and all required monies and documents are received in good order and in �e same currency as �e Fund, �e order will be processed at �e applicable net asset value per unit on �at date. O�erwise, �e order will be processed at �e applicable net asset value per unit on �e next trading day.

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CLASSES OF UNITSThe units relating to �e Funds are in two classes: Class A and Class B.

The difference in �e various classes relates to �e fee structure applicable to each class which is fully described herea�er.

Class A Units

- Initial Sales Charge

Class A units would be offered at �e applicable NAV, plus an initial sales charge of up to 6% which may be waived in whole or in part by �e Agent. The balance of �e amount invested would �en be applied to �e purchase of units in �e relevant Fund.

- Trailer Commissions

A trailer commission of up to a certain percentage per annum of �e applicable NAV is deducted, and paid to �e Agent by �e applicable Fund, in order to compensate �e Agent for any expenses incurred in connection wi� Uni�olders’ liaison and administration of units. This charge is accrued daily, deducted and paid mon�ly to �e Agent. The trailing commission would start one year a�er �e subscription.

The following trailer commissions apply to Class A units of �e different funds:

- Conservative Fund up to 1% of �e applicable NAV

- Moderate Fund up to 1% of �e applicable NAV

- Aggressive Fund up to 1% of �e applicable NAV

Class B Units

- Initial Sales Charge

Class B units would be offered at �e applicable NAV. Class B units are not subject to an initial sales charge. Your entire investment is invested in units.

A 6% commission of �e applicable NAV is deducted and paid to �e Agent by �e applicable Fund.

- Deferred Sales Charge

Class B units are subject to a Deferred Sales Charge (DSC). If any Class B units are redeemed or switched into Class A units, �ere will be a declining Deferred Sales Charge as follows:

If redeemed or switched during �e Percentage of �e net asset value at following periods a�er purchase �e time of redemption or switch

1st Year 7% 2nd Year 6% 3rd Year 5% 4� Year 4% 5� Year 2% Therea�er 0%

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Class B units are not subject to trailer commissions.

Additional Classes of Units

The Trustee reserves �e right to issue additional classes of units. Each Fund may have an unlimited number of classes of units and may issue an unlimited number of units of each class.

HOW TO PURCHASE UNITSUnits in �e Funds will be initially offered at US$10.00 per unit subject to an initial minimum investment of US$1500.

Only a TTD or USD cheque, dra� or wire transfer would be accepted as �e me�od of payment. Investors may purchase units from �e Guardian Asset Management Limited o�ce or any of its au�orised Agents and Distributors. TTD will be converted at �e current day’s exchange rate if availability of US currency permits.

The acceptance of subscriptions is subject to confirmation of �e prior receipt of cleared funds credited to a Fund subscription account. This means �at cheques and dra�s would have to clear and wire transfers of money have to be confirmed as received by �e Fund.

The Portfolio Manager may accept or reject any application to purchase units. Such a decision is to be made wi�in four (4) working days a�er receipt of �e application. If an application is rejected, all monies received wi� �e application would be returned wi�out interest wi�in four (4) working days of �is decision.

HOW TO REDEEM UNITSA Uni�older may redeem any or all of �e units of �e Funds owned by such Uni�older in accordance wi� �e Trust Deed at any time by delivering a Redemption Form to �e o�ce of Guardian Asset Management Limited or any of its au�orised Agents, a�er which, �e payment would be made to such investor wi�in four (4) working days.

A redemption request made in respect of units held jointly must be signed by all parties to �e account.

You can redeem your units at any time, as long as �e aggregate amount redeemed does not exceed US$100,000 or 1% of �e total NAV, whichever is lower, of �e respective Fund. If �e amount requested for redemption exceeds US$100,000 or 1% of �e total NAV of �e Fund, �e Trustee may, in its discretion, only process �e portion of �e redemption request up to US$100,000 or 1% of �e total NAV, whichever is lower, of �e Fund. A new request would need to be submitted for fur�er redemptions on subsequent days.

If �e redemption request exceeds US$100,000 and is to be paid to any person o�er �an �e owner of record or sent to an address o�er �an �e registered address, �e request must be made in writing wi� signature(s) guaranteed by a bank, trust company or agent for �e Uni�older’s protection.

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UNITHOLDERS’ RIGHTS AND BENEFITSUni�olders are entitled to receive notice of and attend all meetings of Uni�olders of �e applicable Fund and vote at any such meetings. The prior approval of Uni�olders is required before any of �e following changes take effect:

(i) a change in �e fundamental objectives of �e collective investment scheme;

(ii) a change of Portfolio Manager unless �e successor Portfolio Manager is an a�liate of �e existing Portfolio Manager;

(iii) a change to �e auditor of �e collective investment scheme;

(iv) a change to �e me�odology used to calculate �e NAV per security of �e collective investment scheme; and

(v) an increase in fees or expenses charged to �e collective investment scheme including, but not limited to, an increase in management fees;

(vi) �e suspension and /or termination of �e collective investment scheme.

Dissolution

Upon liquidation, termination, dissolution or winding up of a Fund or o�er distribution of �e assets of �e Funds for �e purpose of winding up its affairs, �e right of investors wi� respect to redemption shall cease. The Trustee shall sell all remaining assets in its possession and such sale shall be carried out and completed in such a manner and wi�in a period determined by �e Portfolio Manager. The Trustee shall be entitled to retain out of any monies in its hands, payments for all debts, liabilities, fees or commissions outstanding. The Trustee will �en distribute to investors pro rata to �e number of units held by �em respectively all net assets of �e Fund available.

TAX CONSIDERATIONS (UNDER CURRENTTRINIDAD AND TOBAGO LEGISLATION)Resident Individual Uni�olders:

• Income: Any distributions paid to resident individual Unitholders will not be subject to tax.

• Capital Gains: Capital gains generated on the sale of units will be exempt from tax.

Resident Corporate Uni�olders:

• Income: Any distribution by a Fund to a resident corporate Unitholder will be made without any tax deductions.

• Capital Gains: Capital gains generated on the sale of units will be exempt from tax.

Nei�er �e Trustee, nor �e Portfolio Manager or any of �eir a�liates or agents would accept responsibility for any tax liability or tax consequence to any Uni�older of �eir/its investment in units. All potential Uni�olders should seek tax advice from professional sources on �eir specific circumstances prior to acquisition of units.

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TAX BENEFITS OF THE FUND (UNDER CURRENTTRINIDAD AND TOBAGO LEGISLATION)

• Income: The Funds will not be subject to tax in Trinidad and Tobago on the income or profits derived from its investments.

• Capital Gains: There are no capital gains tax in Trinidad and Tobago. Therefore, capital gains realised by �e Fund will not be subject to tax.

RISK FACTORSGeneral

Prospective investors should be aware �at �e investments of �e Funds are subject to normal market fluctuations and o�er risks inherent in investing in securities. The value of units may fall or rise and investors may not receive �e amount originally invested. Accordingly, an investment in �e Funds should only be made by persons who are able to bear �e risk of loss of �e capital invested. The difference at any one time between �e offer and redemption price of units in �e Funds means �at �e investment should be viewed as medium-to-long-term. Each Fund would be responsible for paying its fees and expenses regardless of �e level of its profitability.

The following specific risks should be carefully considered by prospective Shareholders, but �e list does not purport to be exhaustive.

Fund-Specific Risks

Each of �e �ree Funds would invest in underlying Guardian Asset Management Mutual Funds. As a result, �e investment performance of each Fund portfolio is directly related to �e investment performance of �e underlying Funds held by it.

Concentration Risk

These Funds would have more �an 10% of �eir net assets invested in Guardian Asset Management Mutual Funds and/or o�er mutual funds. This would create a relatively high concentration of assets in a single or small number of issuers.

Investment Risk

There can be no assurance �at �e Funds would achieve �eir investment objective. An investment in �e Funds involves investment risks, including possible loss of �e amount invested. The capital return of each of �e Funds is based on �e capital appreciation and income on �e investments it holds, less expenses incurred. Therefore, �e Fund’s return may be expected to fluctuate in response to changes in such capital appreciation or income.

Economic Conditions

The success of any investment is affected by general economic conditions, which may be affected by �e level and volatility of interest rates and market prices. Unexpected volatility and illiquidity in �e global markets in which any of �e Funds have invested could cause �em to incur losses.

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Political And Regulatory Risks

The value of �e assets of any Fund may be affected by uncertainties such as political developments, changes in government policies, taxation, restrictions on foreign investment on currency repatriation, currency fluctuations and o�er changes in �e laws and regulations of �e countries in which any of �e Funds may invest.

PERFORMANCE DATAThe calculation of performance data once available would be done in accordance wi� International Financial Reporting Standards.

Total annual returns for �e Funds would represent capital appreciation and or capital depreciation and net income distributed during �e period. This distributed income would be made up of interest income from all interest bearing instruments and is recognised on an accrual basis using �e effective interest me�od and is distributed semi-annually to �e Uni�olders account net of expenses.

Once available performance data would be published semi-annually in our Uni�olders report and mon�ly in �e local newspapers.

ACCOUNTING POLICIESFinancial Statements would be prepared in conformity wi� generally accepted accounting principles using policies set out according to International Accounting Standards.The year-end of �e Fund is 30� April.

Annual audited financial statements would be published in �e local daily newspapers wi�in 90 days of �e Fund’s financial year-end. Semi-annual unaudited financial statements are published in �e local daily newspapers.

Statements of �e number of units held and �eir current earnings would be mailed to Uni�olders on a quarterly basis.

AMENDMENT OF THE TRUST DEEDThe Trust Deed may be amended by �e Trustee in accordance wi� �e procedure outlined in �e Trust Deed. Where investors’ prior approval is not required, investors would be notified of �e amendment and �e rationale for �e amendment wi�in 60 days of �e amendment, in accordance wi� �e provisions of �e Trust Deed.

TERMINATION OF THE FUNDAt �e date of termination of any of �e Funds, �e right of investors wi� respect to redemption shall cease. The Trustee shall sell all remaining assets in its possession and such sale shall be carried out and completed in a manner and wi�in a period as determined by �e Portfolio Manager. The Trustee shall be entitled to retain out of any monies in its hands, payments for all debts, liabilities, fees or commissions outstanding. The Trustee would �en distribute to investors pro rata to �e number of units held by �em respectively, all net assets of �e Fund available.