Atlantic Pacific Australian Equity Fund - ADDITIONAL PDS DISCLOSURE

 
Atlantic Pacific Australian Equity Fund - ADDITIONAL PDS DISCLOSURE
Atlantic Pacific
Australian Equity Fund
ADDITIONAL PDS DISCLOSURE

ATLANTIC PACIFIC AUSTRALIAN EQUITY FUND
ARSN 158 861 155

Dated 1 February 2014

                                          Issued by:
                                          One Managed Investment Funds Limited
                                          ACN 117 400 987 AFSL 297042
FUNDS MANAGEMENT
Atlantic Pacific Australian Equity Fund - ADDITIONAL PDS DISCLOSURE
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D 		                                                A D D I T I O N A L P D S D I S C LO S U R E

Purpose of this document                                                                               Contents
One Managed Investment Funds Limited (OMIFL, we, us and our) is the responsible entity
of the Atlantic Pacific Australian Equity Fund ARSN 158 861 155 (Fund). We have issued                     About the Atlantic Pacific
                                                                                                        1.	
a product disclosure statement (PDS) in respect of the Fund pursuant to Subdivision
4.2C of Division 4 of Part 7.9 of the Corporations Regulations 2001 dated 1 February 2014;                 Australian Equity Fund. . . . . . . . . 2
otherwise known as a ‘short-form PDS’. The information in this Additional PDS Disclosure
forms part of the PDS for the Fund dated 1 February 2014.                                                  How the Fund works. . . . . . . . . . . 3
                                                                                                        2.	
The information provided in the PDS and this Additional PDS Disclosure is general in nature
                                                                                                           Risks of managed investment
                                                                                                        3.	
and does not take into account your personal financial situation or needs. You should
read the PDS and this Additional PDS Disclosure together and seek independent                              schemes. . . . . . . . . . . . . . . . . . . . . . . . 5
financial advice tailored to your own needs and circumstances before making a
decision about whether to invest in the Fund.                                                              How we invest your money. . . . 6
                                                                                                        4.	
Capitalised terms in this document have the same meaning given to those terms in the
Glossary set out in Section 9.5 of the PDS.                                                             5. Fees and costs. . . . . . . . . . . . . . . . . . 7

                                                                                                        6. Taxation. . . . . . . . . . . . . . . . . . . . . . . . 8
Disclaimer                                                                                                 Additional Information.. . . . . . . . 8
                                                                                                        7.	
Neither we, nor the Investment Manager, nor any of either of those parties’ related bodies
corporate guarantee the performance of the Fund or the return of capital or income.

1. About the                                        However, no absolute assurance can be
                                                     given in relation to the liability of investors
                                                                                                       The founders of One Investment Group,
                                                                                                       Frank Tearle and Justin Epstein, have in
    Atlantic Pacific                                 in the Fund because the ultimate liability
                                                     of an investor in a unit trust has not been
                                                                                                       excess of 30 years’ collective experience
                                                                                                       in mergers and acquisitions, capital
    Australian Equity                                determined fully by the courts.                   markets, trusts management and corporate
                                                                                                       governance. One Investment Group’s
    Fund                                             1.3 About us                                      Compliance Committee comprises a majority
                                                                                                       of independent members each with over 20
                                                     OMIFL is the responsible entity of the            years’ relevant experience in areas including
1.1 Overview of the Fund                             Atlantic Pacific Australian Equity Fund           funds management, investment banking,
                                                     and also holds the assets of the Fund on          capital markets, chartered accounting and
The Atlantic Pacific Australian Equity               trust for members of the Fund. OMIFL is a         compliance. Biographies of One Investment
Fund (Fund) offers a unique opportunity              subsidiary of the One Investment Group. The       Group’s founders are set out below.
for investors to participate in a managed            One Investment Group is an independent
investment scheme which holds a core                 Australian funds management business that         Frank Tearle – Founder and Executive
portfolio of equity investments. The Fund            focuses on investment management and              Director
will invest in a diversified portfolio of small      services associated with funds management.
to large cap Australian listed securities, and       One Investment Group has staff with a             Before founding One Investment Group,
securities in respect of which listing has been      diverse range of experience in the financial      Frank served in various roles at Allco Finance
proposed. Cash, cash equivalents, convertible        services industry including:                      Group, including Head of Business Transition
notes and derivatives may also be included.                                                            and Operations, Managing Director of the
                                                     • Investment Management;                         Hong Kong office, fund manager of 2 trusts,
The primary objective of the Atlantic Pacific        • Fund Management;                               Director in the Corporate Finance team and
Australian Equity Fund is to generate a                                                                General Counsel. Frank has been a non-
                                                     • Custody;
mixture of capital and income returns for                                                              executive director of several companies,
investors with a high risk profile, over a 5 to 7    • Regulatory and Compliance;
                                                     • Risk Management;                               including the manager of a Singapore listed
year investment period.                                                                                property trust and an APRA regulated
The Unit price is listed on OMIFL’s website          • Accounting;                                    insurance company. He has more than 10
www.oneinvestment.com.au/Atlantic,         or        • Foreign Exchange and Derivatives;              years’ experience working in major law
can be obtained by emailing enquiries@               • Taxation;                                      firms in Australia and the United Kingdom,
oneinvestment.com.au or simply calling               • Quantitative Analysis; and                     specialising in mergers and acquisitions,
the investor service centre. The Unit price is                                                         capital markets, trusts management and
updated on a monthly basis.                          • Legal.                                         corporate governance. Frank has a Masters
                                                     One Investment Group owns a number                in International Business Law from the
                                                     of responsible entities/trustees. Each of         University of Technology, Sydney, a Bachelor
1.2 Limited liability for                           these entities holds an Australian Financial      of Law (with Honours) from the University
     investors                                       Services Licence and is licensed, pursuant        of Leicester, and has completed the company
The Constitution of the Fund provides that           to the Corporations Act, to operate financial     directors’ course at the Australian Institute of
the liability of Unitholders is limited to the       services businesses and to act as a custodian     Company Directors.
amount of their investment in the Fund.              and responsible entity for registered schemes
You should not, by reason alone of being             and/or a trustee of unregistered schemes.         Justin Epstein – Founder and Executive
an investor or by reason of the relationship         Entities within One Investment Group              Director
created with us as the responsible entity of the     currently operate as responsible entity/
                                                     trustee for in excess of 100 registered and       Justin was formerly the Investment Director
Fund, be under any obligation personally to                                                            of the LJCB Investment Group, one of
indemnify us or any creditor or any creditor of      unregistered schemes and entities within the
                                                     One Investment Group also act as investment       Australia’s most significant private investment
ours in the event of there being any deficiency                                                        houses. LJCB was diversified in terms of asset
of assets of the Fund compared to the Fund’s         manager for numerous investment funds. The
                                                     total value of the assets within these schemes    class, geographical and economic sector
liabilities. The only rights, if any, of us or any                                                     investment and had significant international
creditor of ours to seek indemnity should be         is in excess of $2 billion. OMIFL is authorised
                                                     under Australian Financial Services Licence       investments in sectors including banking
limited to the assets of the Fund.                                                                     and financial services, petroleum, aviation
                                                     number 297042.

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and property. During his time at LJCB,
Justin was responsible for sourcing and          2. How the Fund                                    2.4 Withdrawals from the
                                                                                                          Fund
leading investment opportunities and also
acted as Head of Corporate Finance for               works                                           When the Fund is ‘liquid’, you can make
Global Aviation Asset Management, one of                                                             withdrawal requests for all or part of your
the world’s largest aircraft lessors, managing   2.1 Can the Fund borrow?                            investment in the Fund in accordance with
a modern portfolio of 53 aircraft on long                                                            the Constitution.
term operating leases to airlines around the     The Fund does not use a margin lending
                                                 or loan facility. However, as part of its           Redemption requests may be made by
world. He has previously worked in group
                                                 investment portfolio, the Fund may invest in        submitting a written request to redeem all or
strategy and business development for a
                                                 derivatives.                                        part of your investment to OMIFL. Requests
major Australian investment bank, for the
                                                                                                     must be received on or before 2.00pm on
Corporate Finance Restructuring division of      Derivatives are used by the Investment              the 14th day of each month (or if that day is
Ernst & Young and for a specialised private      Manager for the dominant purpose of more            not a Business Day in New South Wales, by
property finance and investment group. Justin    efficiently gaining or reducing an economic         2.00pm on the next Business Day) in order to
is also a Director of an investment company      exposure, through the use of exchange-              be considered for processing.
primarily focused on equity investments          traded derivatives, to the underlying reference
and distressed debt opportunities. He holds      assets of those derivatives. The Investment         If accepted, the redemption request will be
a Bachelor of Commerce (with Distinction)        Manager’s practice is to use derivatives only       processed at the relevant redemption price
from the University of New South Wales.          on a temporary basis, so that they are closed       calculated as at the close of business on the
                                                 out within a 28 day period.                         last Business Day of that month.
1.4 About the Investment                        There may be circumstances where derivatives        Under the Corporations Act, the Fund will
                                                                                                     be considered ‘liquid’ if at least 80% of the
     Manager                                     are not used for the dominant purpose of
                                                                                                     value of scheme property (i.e. the assets and
                                                 more efficiently gaining or reducing economic
The Investment Manager brings together           exposure to the underlying reference assets of      investments of the Fund) consists of liquid
the skills and expertise of the following        those derivatives. In such circumstances, the       assets. Liquid assets include money in an
individuals:                                     notional derivatives exposure of the Fund           account with a bank, bank accepted bills,
                                                 (ie. the sum of the absolute short and long         marketable securities, and other prescribed
Nicolas Bryon – Fund Manager                     notional principal amounts of all derivatives,      assets that the responsible entity reasonably
                                                 adjusted for any offsetting exposures on the        expects can be realised for their market value
Nicolas is an experienced fund manager and                                                           within 14 days of the end of the current
has been involved in analysing companies         same asset on the same terms), will not exceed
                                                 10% of its net asset value, unless the exposure     month. If you make a withdrawal request
and managing portfolios within financial                                                             on or before 2.00pm on the 14th day of a
markets for over 14 years. This experience has   is attributable to circumstances that were
                                                 not reasonably foreseeable by the Investment        calendar month, then we will attempt to meet
included managing billion dollar portfolios                                                          that request on the next redemption date,
with leading global financial institutions as    Manager such as unforeseen market
                                                 movements or large redemption requests, and         which will generally be the last Business Day
well as numerous hedge funds investing in                                                            of that month. However, we may extend the
Australia and global markets. Nicolas has        the exposure is for a period of no more than
                                                 three consecutive business days.                    time to meet the request if we are not able to
been a portfolio manager utilising numerous                                                          meet this timeframe despite our reasonable
strategies including ‘long-only’ Australian      For further information in relation to the use      efforts (for example, because a market is
equities and ‘long/short’ Asia.                  of derivatives, please refer to Sections 3(f)       suspended or closed).
Nicolas holds a Bachelor of Economics with       and 4.2(d) of this Additional PDS Disclosure
                                                 document.                                           If we receive requests for withdrawals with an
Honours from Macquarie University and                                                                aggregate value of more than 25% of the Net
RG146 qualifications from the Securities                                                             Asset Value of the Fund, then we may (at our
Institute of Australia and Kaplan Professional   2.2 How to invest                                   discretion) reduce each request pro rata so that
Education.                                                                                           Units equalling a maximum of 25% of the
                                                 You can download a copy of the Application
                                                 Form and instructions on how to complete            Net Asset Value of the Fund are withdrawn
George Paxton – Fund Manager                     the application form at our website –               at the next redemption date. If this occurs,
George Paxton is a financial analyst with        w w w.onei nve s t ment .c om.au /A t l a nt ic .   then any part of your withdrawal request that
an extensive portfolio of financial services     Alternatively, please email us at enquiries@        is not satisfied will be automatically held over
skills. Previous experience includes senior      oneinvestment.com.au or call us on 02               to the next redemption date and dealt with
positions providing banks and hedge funds        8188 1510 and we can email or post you an           under the same principles.
with actionable intelligence and analysis.       Application Form.                                   Units will be redeemed at a redemption price
Prior to this, he specialised in corporate                                                           calculated on the redemption date on which
finance advisory in London, with a focus on
mergers and acquisitions and analysis within     2.3 Unit prices                                     the redemption request is actually processed.
                                                                                                     This means that the redemption price will be
the North American and European markets.         Units will be issued at the Unit price              calculated as at the date of processing, even
He has extensive experience in valuation         calculated on the date on which the Units are       if the redemption request has been held over
techniques, global accounting standards and      issued, which is generally the last Business        from a previous month. While the Fund is
mergers and acquisitions.                        Day of the calendar month in which the              liquid, the redemption price per Unit will be
George holds a Bachelor of Arts majoring         application money is received. Until Units          determined as follows:
in Law & Economics with Honours from             are issued, the application money is held in
Queen Mary & Westfield College, University       a separate account pending the application           Net Asset Value of Fund LESS transaction
of London, and is a CFA charter holder.          being processed and the monies invested in                   costs in selling any assets
George also holds qualifications in RG146        the Fund. Interest will not be paid to you on
                                                 application money.                                                  Units on issue
from Kaplan Professional Education.
                                                 The latest Unit price is listed on OMIFL’s
                                                 website         www.oneinvestment.com.au/           We may deny withdrawal requests in certain
                                                 Atlantic, or can be obtained by emailing            circumstances including where accepting the
                                                 enquiries@oneinvestment.com.au or simply            request would cause the Fund to cease to be
                                                 calling the investor service centre. The Unit       liquid, or where accepting the request would
                                                 price is updated on a monthly basis.                unfairly prejudice another Investor. We may
                                                                                                     also refuse to comply with any request if
                                                                                                     the requesting party does not satisfactorily
                                                                                                     identify themselves as the Unitholder.
                                                                                                     Withdrawal payments will not be made to
                                                                                                     third parties.

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If the Fund is considered ‘illiquid’, then you     2.5 Calculation of the Unit                           (i)   determining the income of the Fund
will only be able to withdraw your investment                                                                   for that period and then deducting
from the Fund if there is a periodic withdrawal         price                                                   all expenses incurred by the Fund
offer currently open to all Investors. The         (a) How and when the Unit price is                           and any provisions that we deem
withdrawal price payable for each Unit if              calculated                                               appropriate and reasonable;
the Fund is illiquid is the price published            The Unit price is calculated by dividing           (ii) dividing the distributable income
in the relevant withdrawal offer. If the               the Net Asset Value of the Fund (plus                    for that period by the number of
Fund is illiquid, we are not obliged to make           transaction costs) by the number of Units                Units on issue on the last day of
withdrawal offers. We offer no guarantee as            on issue in the Fund. The Unit price is                  the Income Distribution Period to
to the size of any withdrawal offer or whether         calculated on the last Business Day of                   determine the distributable income
or not a withdrawal offer will be made at all.         each month. The Unit price is then listed                per Unit; and
If a withdrawal offer is made but there are            on our website www.oneinvestment.com.              (iii) multiplying     the     distributable
not sufficient assets in the Fund to satisfy all       au/Atlantic or is available by calling the               income per Unit by the number of
Investors’ withdrawal requests, then requests          investor services centre on 02 8188 1510.                Units held by you and rounding
will be satisfied proportionately among those                                                                   down the result to the nearest whole
Investors wanting to withdraw.                     (b) Postponing the calculation of the
                                                                                                                cent.
                                                       Unit price
The Investment Manager expects the Fund to                                                                Your income entitlement may exceed
remain liquid. However, the Fund’s ‘liquidity          We have the right to postpone the
                                                                                                          the amount of income that you have to
status’ may change over time, based on its             calculation of the Unit price for the Fund
                                                                                                          include in your assessable income for
investment assets. You should check OMIFL’s            in the following circumstances:
                                                                                                          taxation purposes. You will be advised of
website www.oneinvestment.com.au/Atlantic              (i) During any period when a market                the amount of your income entitlement
for up to date information.                                  on which any of the Fund’s assets            that constitutes your assessable income
                                                             are traded is closed otherwise than          for taxation purposes.
You should also keep in mind the following
                                                             for regular holidays.
matters with regard to withdrawals generally:                                                             We suggest you seek the advice of your
                                                       (ii) During any period when trading                taxation advisor or financial planner in
(a) If the Fund is liquid, then the Unit price               on a market on which any of the
    will be determined on the redemption                                                                  respect of the above issues.
                                                             Fund’s assets are traded is restricted
    date and will be adjusted for the buy/                   or suspended.                            (c) Automatic reinvestment
    sell spread (ie. the transaction costs of          (iii) During the existence of any state of         All distributable income to which you are
    buying and selling investments) applying                 affairs as a result of which disposal        entitled will be automatically reinvested
    at the time.                                             of any of the Fund’s assets cannot           into the Fund unless you give us written
(b) If satisfying your withdrawal request                    be effected in a regular manner or           notice that your entitlement, or any part
    would result in you holding less than the                without materially prejudicing the           of that entitlement, is to be paid to you.
    minimum holding, then we may redeem                      interests of Investors.                      You are entitled to vary or terminate
    your entire holding. The minimum                   (iv) During an emergency, including                any request to us to pay your income
    holding amount may be adjusted (up or                    without limitation an emergency              entitlement by notifying us in writing at
                                                             caused by a mechanical or electronic         any time. In order to receive your income
    down) by us at any time and is currently
                                                             malfunction.                                 entitlement, you must notify us in
    $10,000. We will update investors if the                                                              writing at least 30 days before the end of
    minimum holding requirement changes.               (v) During any period when the                     the relevant Income Distribution Period.
    If we elect to increase the minimum to                   acquisition or realisation of the
                                                             Fund’s assets or the transfer of             Units issued as a result of income
    a level of holding which results in your
                                                             funds involved in such acquisition           entitlements being reinvested will be
    holding being less than the minimum                                                                   issued on the last day of the relevant
    holding, then we may (after giving you                   or realisation cannot be effected at
                                                             normal prices or normal rates of             Income Distribution Period at the Unit
    30 days’ notice) redeem your Units                                                                    price calculated after making all income
    without receiving a withdrawal request                   exchange.
                                                                                                          distributions for the Income Distribution
    from you.                                          (vi) If a moratorium is declared or                Period. No cooling-off period applies to
(c) If the Fund is illiquid and there is no                  other similar action is taken by             Units issued pursuant to an automatic
    periodic withdrawal offer currently open,                any governmental authority or                reinvestment.
                                                             regulatory body of a place within
    then you have no right to withdraw from
                                                             which significant proportion of the
    the Fund.                                                Fund’s assets are situated.              2.7 Transferring your
(d) In satisfying a withdrawal request we                                                                  Investment
    may transfer cash or Fund Investments
    of equivalent value (or a combination
                                                   2.6 Distributions                                  You are free to transfer your Units in the
    of both) to a Unitholder. If we elect to       (a) Your entitlement to income                     Fund, provided that you do so in accordance
    transfer assets, then we may deduct the                                                           with the requirements of the Constitution.
                                                       A Unit in the Fund entitles you to             You should be aware of any taxation or other
    reasonable costs of any transfer.                  participate in any profits or income           financial implications that may arise upon
(e) OMIFL is not required to pay any                   arising out of the purchase, management,       the transfer of Units. We recommend that
    withdrawal proceeds out of our own                 disposal or general investment of the          you consult your advisor before transferring
    moneys.                                            assets of the Fund. The yield, if any, on      Units.
                                                       investments is calculated by reference to
(f) If the Fund is illiquid, the withdrawal            the Unit price on a monthly basis.
    price will be calculated by us in                  Your income entitlement for each Income        2.8 Reporting to Investors in
    accordance with the terms of any current
    withdrawal offer.
                                                       Distribution Period will be determined              the Fund
                                                       as soon as practicable after 30 June each
(g) We reserve the right to deduct from the            year. Where an income entitlement is to        As an Investor in the Fund, we will provide
                                                       be distributed in cash, the distribution       the following reports to you:
    withdrawal proceeds any bank charges
    and other similar bank fees incurred as            will generally be made or automatically        • A nnual Report: this includes the financial
    a result of payment of your withdrawal             reinvested (see paragraph (c) below)              statements for the Fund and an independent
    proceeds. We may also deduct from your             within 90 days of the end of the financial        auditor’s report. This may be accessed via
                                                       year in question.                                 www.oneinvestment.com.au/Atlantic;
    withdrawal proceeds any money due to
    us or any amount of tax we estimated to                                                           • Transaction      reports:  these    reports
                                                   (b) Calculating your income entitlement
    be payable by you or on your behalf.                                                                 summarise all initial investments,
                                                       Your entitlement to distributable income          additional investments, withdrawals and
                                                       is calculated by:                                 payments made by you into the Fund;

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• Taxation statement: this is issued annually         trade to be executed within a favourable       (ii) If the market moves against the
   and sets out relevant taxation information.         timeframe. It is also possible that assets           Fund’s position, the Fund will be
                                                       usually considered ‘liquid’ may be                   required to deposit additional funds
                                                       illiquid for a period. This could occur              in order to maintain its position. In
3. Risks of managed                                   if, for example, market conditions make
                                                       it difficult or impossible to liquidate
                                                                                                            other words, it might be asked to ‘top
                                                                                                            up’ its account and those additional
    investment                                         positions.
                                                       The Investment Manager may arrange for
                                                                                                            monies may be substantial. If
                                                                                                            the Fund fails to provide those
    schemes                                            the Fund to invest in illiquid securities
                                                       if it believes it is in the best interest of
                                                                                                            additional funds immediately, then
                                                                                                            the broker may sell some or all of
We refer you to Section 4 of the PDS which             Investors. There may also be times where             the Fund’s positions and the Fund
contains a non-exhaustive summary of the               Fund Investments are not readily saleable            will be liable for any losses incurred.
significant risks of investing in a managed            if, for example, market conditions fall.       (iii) To mitigate these risks, the
investment scheme generally and some of the            Subject to the Fund being ‘liquid’ you               Investment Manager may place
specific risks of investing in the Fund. We            are able to send withdrawal requests to              contingent orders such as a ‘stop
encourage you to read Section 4 of the PDS             us by the 14th day of a calendar month               loss’ order which can potentially
in conjunction with this Section.                      to be processed. However, if withdrawal              limit any loss. A stop loss order is
We have set out below more information on              requests are received that exceed 25% of             typically executed at or near the
some of the specific risks referred to in the          the Net Asset Value of the Fund, then                price or value requested, but is
PDS and also included are some additional              we may (at our discretion) reduce each               not guaranteed at the exact level.
risks that are relevant to the Fund.                   request on a pro rata basis so that Units            Accordingly, stop loss orders may
                                                       equalling a maximum of 25% of the Net                not limit losses to the exact amount
(a) Investment risk generally                          Asset Value of the Fund are redeemed                 specified.
    When deciding whether to invest in the             in total. If this occurs, then any part        (iv) A high degree of leverage can be
    Fund, you must decide whether, given the           of your withdrawal request that is not               obtained by trading in derivative
    nature of the investments the Fund may             satisfied will be automatically held over            products because a relatively small
    make, your financial situation permits             and will apply at the next redemption                amount may be invested to gain a
    you to participate in an investment that           date (subject to the same maximum                    large exposure to price movements
    involves a high degree of risk. You should         redemption limit). There is therefore                of the underlying asset or index.
    be aware that it is possible you may lose          a risk you may not be able to access                 Having small initial margin
    a substantial portion or even all of the           all of your money when you make a                    requirements can work against the
    monies you invest.                                 withdrawal request. Neither OMIFL nor                Fund as well as for the Fund. The
    There is a risk that changes in economic           the Investment Manager guarantees the                use of leverage can lead to large
    conditions, including but not limited to           liquidity of the Fund Investments.                   losses as well as large gains. The
    interest rates, inflation rates, employment    (e) Counterparty risk                                    impact of leverage is that even
    conditions, competition, technological             A loss may occur if the other party to a             a slight fluctuation in the price
    developments, political and diplomatic             contract, such as a derivatives contract             or value of the underlying asset
    events and trends, and tax laws can                or lending arrangement (cash or stocks),             or index could mean substantial
    affect substantially and adversely the             defaults on their obligations under the              gains when these fluctuations are
    business and prospects of the Fund.                contract.                                            in the Fund’s favour, but could
    None of these conditions are within our,                                                                also mean considerable losses if
    or the Investment Manager’s, control,              Counterparty risk arises primarily from              the fluctuations are to the Fund’s
    and no assurances can be given that such           investments in derivatives and currency              detriment.
    developments will be anticipated.                  transactions. Substantial losses may be
                                                       incurred if a counterparty fails to deliver    It is important to note that derivatives
(b) Market risk                                        on its contractual obligations.                are used by the Investment Manager for
                                                                                                      the dominant purpose of more efficiently
    The value of Fund Investments may              (f) Risks of derivative trading                    gaining or reducing an economic
    fluctuate for a variety of reasons,                                                               exposure, through the use of exchange-
    including as a result of changes in                As part of its investments, the Fund
                                                       invests in futures contracts, options          traded derivatives, to the underlying
    economic and legal conditions, market                                                             reference assets of those derivatives. The
    sentiment, government regulations,                 on futures contracts, and options
                                                       on securities, which are referred to           Investment Manager’s practice is to use
    political events, economic cycles, natural                                                        derivatives only on a temporary basis, so
    disasters and changes in technology. A             as ‘derivatives’. A derivative is an
                                                       instrument whose price movement is             that they are closed out within a 28 day
    downwards move in the general level                                                               period.
    of the equity market may also have a               based on the movement in an underlying
    negative influence on the performance              asset or index. Derivative markets can         There may be circumstances where
    of the Fund. The effects on the value of           be highly volatile. Typically, movements       derivatives are not used for the dominant
    each underlying Fund Investment will               in the price of the derivative compared        purpose of more efficiently gaining or
    vary as a result of these market factors           to the underlying reference asset or           reducing economic exposure to the
    and cannot be predicted with certainty.            index are magnified. This means that           underlying reference assets of those
                                                       there can be a kind of ‘built in leverage’     derivatives. In such circumstances, the
(c) Investment specific risk                           (or ‘internal gearing’) associated with        notional derivatives exposure of the
    The price of a specific investment of the          trading in derivatives. This increases the     Fund (ie. the sum of the absolute short
    Fund may be affected by market risk                potential for profit in the Fund, but also     and long notional principal amounts of
    (see above) but also by factors which are          increases the potential losses.                all derivatives, adjusted for any offsetting
    specific to that investment. For example,          The risk of loss in trading in derivatives     exposures on the same asset on the
    the value of a direct or indirect investment       contracts can be substantial for the           same terms), will not exceed 10% of
    in the shares of a particular company              following reasons:                             its net asset value, unless the exposure
    may be affected by unexpected changes              (i) Investors such as the Fund could           is attributable to circumstances that
    to the operations and performance                       sustain a total loss of the amount        were not reasonably foreseeable by the
    of the company. This may result in                      invested to establish or maintain a       Investment Manager such as unforeseen
    investments not performing in line with                 contract, but the loss is not limited     market movements or large redemption
    the Investment Manager’s expectations.                  to that amount. In other words, the       requests, and the exposure is for a period
                                                            Fund could lose additional money          of no more than three consecutive
(d) Liquidity risk                                                                                    business days.
    Markets may lack liquidity because of                   beyond the monies originally
    insufficient trading activity and this                  invested to open a position.
    may make it difficult or impossible for a

                                                                         5
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D 		                                           A D D I T I O N A L P D S D I S C LO S U R E

(g) Reliance on Investment Manager                 (m) Lack of operating history                     (a) Listed securities
    The financial performance of the Fund              The Investment Manager is a recently              The investment universe which the
    depends primarily on the level of skill and        formed entity and therefore has a                 Investment Manager has chosen includes
    performance of the Investment Manager,             relatively short operating history.               all listed securities on the Australian
    and the successful implementation of               However, the directors and fund                   Stock Exchange. The Investment
    the investment strategies utilised by its          managers who represent the Investment             Manager intends to manage these
    portfolio managers. There is a risk that           Manager have skills and experience in             securities subject to there being sufficient
    the Investment Manager may make                    using the investment strategies to be             liquidity in each individual stock. A
    poor investment decisions or that its              implemented by the Fund. Nevertheless,            normal guideline which the Investment
    investment methods are inappropriate               there can be no assurance whatsoever              Manager will adopt is that a position size
    or incorrect, resulting in poor or nil             that the Fund will achieve its investment         in the portfolio cannot be more than two
    returns.                                           objectives.                                       weeks’ average value (volume multiplied
                                                                                                         by price). For example, if a security
(h) Emergencies                                    (n) Start-up period
                                                                                                         trades 500,000 shares per day and the
    It is possible that regulatory bodies could        The Fund may experience certain risks             average price of the security is $0.50,
    declare an emergency in a particular               and costs associated with the start-up            then the maximum portfolio position
    transaction and suspend trading, order             phase of its operations. Investment may           will be $2.5 million. These limits are not
    immediate settlement or order that                 commence at an inappropriate time and             definitive rules, but indicative in order to
    trading in the contract be for liquidation         funds initially available for investment          preserve the liquid status of the Fund.
    only.                                              may be limited, resulting in concentrated
                                                                                                         The Investment Manager intends
                                                       investment strategies.
(i) Redemption risk                                                                                      to manage a diversified portfolio of
    The Investment Manager intends to                                                                    Australian securities. Typical position
    manage the Fund such that it will be                                                                 sizes will range from 1% to 5% for an
    liquid at all times. While the Fund is
    liquid, you may send withdrawal requests
                                                   4. How we invest                                     individual security but can be up to
                                                                                                         10% of the Fund’s assets. The portfolio
    to us by the 14th day of a calendar month
    to be processed. However, if withdrawal
                                                       your money                                        will typically have 20-40 individual
                                                                                                         underlying securities. The allowable
    requests are received that exceed 25%                                                                weight range in the Fund for these types
    of the Net Asset Value of the Fund,            4.1 Investment philosophy                             of investments will be 0% to 100% of the
    then we may (at our discretion) reduce         The Investment Manager believes that                  Fund’s assets.
    each request on a pro rata basis so that       markets are fundamentally inefficient and             The selection of securities will be
    only Units equal to a maximum of 25%           that active management will result in higher          determined utilising the investment
    of the Net Asset Value of the Fund are         than ‘benchmark’ returns. The Fund has                framework of the Investment Manager.
    redeemed. If this occurs, then your            adopted the S&P/ASX200 Accumulation                   This analytical framework includes
    redemption request will be automatically       Index as the benchmark for its performance.           Fundamental, Catalyst, Macroeconomic,
    held over in respect of any part of your                                                             and Quantitative analysis. These are
                                                   The Investment Manager also believes that,
    withdrawal request that is not satisfied                                                             explained in more detail in Section 5 of
                                                   on review of many markets globally, no
    and will apply at the end of the next                                                                the PDS.
                                                   individual style or method of investing will
    month. There is therefore a risk that                                                                There is an allowance to include pre-IPO
                                                   always ensure outperformance in terms of
    you may not be able to access all of your                                                            companies which have an expectation
                                                   return on investment. In light of this, the
    money when you make a redemption                                                                     of listing. The maximum weight in the
                                                   Investment Manager may adopt a ‘value’,
    request even if the Fund is liquid.                                                                  Fund for these types of investments will
                                                   ‘growth’ or ‘momentum’ style bias, for
    Investors should regard their investment                                                             be 10% of the Fund’s assets.
                                                   example, depending on where the market is
    as long term and illiquid.
                                                   in its investment cycle. In other words, the      (b) Cash and cash equivalents
    The Investment Manager may invest in           Investment Manager will manage the Fund’s
    illiquid assets in the future if it believes                                                         Selection of cash and cash equivalents are
                                                   assets with no deliberate style bias.                 determined on the basis of maximising
    it is in the best interests of Investors to
    do so. If the Fund has illiquid assets         Further, the Investment Manager believes              the yield on available cash balances.
    which comprise 20% or more of the              that in the short term, the market values of          For example, bank-backed transaction
    Fund’s total assets, then the Fund will be     any given security are driven by sentiment in         or savings accounts, cash management
    considered ‘illiquid’, in which case you       relation to discrete events that may or may           accounts or short term commercial paper
    can only withdraw from the Fund if we          not occur. Consequently, a security price may         may be used to maximise the yield on
    make a withdrawal offer to all Investors.      deviate from what the Investment Manager              available cash balances. The allowable
    We are not obliged to make a withdrawal        believes its intrinsic value to be and present        weight range in the Fund for these types
    offer.                                         opportunities for investment.                         of investments will be 0% to 100% of the
                                                   The investment strategies and guidelines of           Fund’s assets.
(j) Interest rate risk
                                                   the Investment Manager are set out in Section
    Changes in interest rates may have             5 of the PDS.
    a negative impact, either directly or                                                            (c) Convertible notes
    indirectly, on investment returns.                                                                   The same process for deciding to invest in
(k) Distribution risk on termination
                                                   4.2 What can the Fund                                an equity security applies to a convertible
                                                        invest in?                                       note. While the security is generally
    Although it is expected that on                                                                      deemed a debt instrument, it is the
    termination of the Fund, we will               As indicated previously, the Fund will                expectation of the Investment Manager
    liquidate all of the Fund Investments          predominantly invest in a diversified                 that only convertible notes associated
    and distribute only cash to the Unit           portfolio of small to large cap Australian            with reputable companies (based on
    holders, there can be no assurance that        listed securities, and securities in respect of       appropriate debt covenants and expected
    this objective will be attained.               which listing has been proposed. Cash, cash           company performance) will be allowed
(l) Fund risk                                      equivalents, convertible notes and derivatives        into the Fund. They are generally not
                                                   may also be included.                                 listed and will be illiquid. In addition,
    As with all managed funds, there are risks
                                                   Set out below is a brief explanation of the           a convertible note will allow the holder
    particular to the Fund, including that
                                                   types of investments in which the Fund                to convert to equity under certain
    OMIFL could be removed as responsible
                                                   usually invests, and the investment guidelines        circumstances. The maximum weight in
    entity, or APSEC Funds Management Pty
                                                   which the Investment Manager will adopt               the Fund for these types of investments
    Ltd could be replaced as the Investment
                                                   when selecting investments for the Fund:              will be 10% of the Fund’s assets.
    Manager. Such changes could impact on
    the success of the Fund.

                                                                         6
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D 		                                           A D D I T I O N A L P D S D I S C LO S U R E

(d) Derivatives                                        • Implementing Buy/Write strategies.         5.3 Administration expenses
    Derivatives are used by the Investment                The Investment Manager may sell call
                                                          options in a stock which is held in        We may recover unusual expenses (such as
    Manager for the dominant purpose of
                                                          the Fund’s portfolios. The strategy’s      costs of unit holder meetings, changes to
    more efficiently gaining or reducing an
                                                          purpose is to accrue additional            the Constitution and defending or pursuing
    economic exposure, through the use
                                                          income for the Fund. The number            legal proceedings) from the Fund. Whilst it
    of exchange-traded derivatives, to the
                                                          of call options sold is limited by the     is not possible to estimate such expenses with
    underlying reference assets of those
                                                          number of physical shares of the same      certainty, we anticipate that the events that
    derivatives. The Investment Manager’s
                                                          stock within the portfolio. Hence the      give rise to such expenses will rarely occur.
    practice is to use derivatives only on a
    temporary basis, so that they are closed              position is at all times fully covered.
    out within a 28 day period.                           In other words, if the options are         5.4 Performance Fee
    There may be circumstances where                      exercised there is physical stock to
                                                          assign. For example, if the Fund has       (a) When is the Investment Manager
    derivatives are not used for the dominant                                                            entitled to a performance fee?
    purpose of more efficiently gaining or                10,000 units of a blue chip security
    reducing economic exposure to the                     in a portfolio, then the Investment            If:
    underlying reference assets of those                  Manager could sell 100 units of that           (i) the investment return of the Fund
    derivatives. In such circumstances, the               security call options against this                  (before payment of management
    notional derivatives exposure of the                  position so long as the lot size is 100;            fees to the Investment Manager
    Fund (ie. the sum of the absolute short            • Buying company put options. The                     and the Responsible Entity) is more
    and long notional principal amounts of                Investment Manager may buy put                      than 3.0% per annum greater than
    all derivatives, adjusted for any offsetting          options in a stock that is contained                the return generated by the S&P/
    exposures on the same asset on the                    in the portfolio. The number of put                 ASX200 Accumulation Index
    same terms), will not exceed 10% of                   options bought is limited by the                    (‘Performance Hurdle’); and
    its net asset value, unless the exposure              number of physical shares of the same          (ii) the ‘High Water Mark’ (as defined
    is attributable to circumstances that                 stock the Fund owns in the portfolio.               below) of the Fund for the previous
    were not reasonably foreseeable by the                Buying put options is used to protect               month has been exceeded,
    Investment Manager such as unforeseen                 the downside of an existing position;          then the Investment Manager will be
    market movements or large redemption               • Naked Selling of Company or                    paid a performance fee of 15% (including
    requests, and the exposure is for a period            Index Call Options. The Investment             GST and net of reduced input tax credits)
    of no more than three consecutive                     Manager will not sell call options             of any amount by which the investment
    business days.                                        where there is no effective economic           return of the Fund (before payment
    The derivatives to be used by the                     exposure to the underlying asset; and          of management fees to the Investment
    Investment Manager will be:                        • Naked Selling of Company or Index              Manager and the Responsible Entity)
    • A SX200 Equity Index Futures and                   Put Options. The Investment Manager            is more than 3.0% per annum greater
       Options; and                                       will not sell put options under any            than the return generated by the S&P/
    • A SX200 Company options listed on                  circumstances.                                 ASX200 Accumulation Index.
       Australian stock exchanges.                                                                   (b) How and when is the performance fee
    The Investment Manager will not use                                                                  calculated?
    OTC derivatives (ie. over-the-counter
    derivatives which are traded directly
                                                   5. Fees and costs                                    The Responsible Entity will pay to the
                                                                                                         Investment Manager 15% (including
    between two parties, without going                                                                   GST and net of reduced input tax credits)
    through an exchange), and all derivatives      5.1 General                                           of any amount by which the investment
    will be traded through a licensed              This Section contains a further explanation           return of the Fund (before payment
    exchange.                                      of the fees and costs of the Fund. You should         of management fees to the Investment
    Specific examples of typical use of these      read this Section in conjunction with Section         Manager and the Responsible Entity)
    derivatives are as follows:                    6 of the PDS.                                         is more than 3.0% per annum greater
    • Buying Index Futures to quickly gain        The fees set out below are quoted inclusive of        than the return generated by the S&P/
       exposure to the Australian equity           GST and net of reduced input tax credits that         ASX200 Accumulation Index, provided
       market. Cash or cash equivalents in         are expected to be available to the Fund.             that the Performance Hurdle described
       the portfolio will back these contracts;                                                          in section 5.4(a) has been met and the
                                                                                                         High Water Mark has been exceeded.
    • Selling Index Futures to quickly reduce     5.2 Management fees
       exposure to the Australian equity                                                                 The ‘High Water Mark’ of the Fund
       market. The Investment Manager may,         The management fee we are entitled to charge          is the highest Gross Asset Value of the
       for example, sell Index Futures more        is described in Section 6.1 of the PDS. We            Fund at the end of a previous month,
       quickly than the Investment Manager         will pay the costs of administrative, and             divided by the number of Units on issue.
       could sell individual Australian stocks     registry services out of our management fee.          The High Water Mark will be exceeded
       held within portfolios. This would                                                                if the highest Gross Asset Value of the
                                                   The Administrator is subject to a minimum             Fund per Unit at the end of the current
       have the effect of reducing equity          fee arrangement with OMIFL. The
       risk in the portfolios and raising                                                                month exceeds the highest Gross Asset
                                                   Administrator’s minimum monthly fee is                Value of the Fund per Unit as calculated
       cash. Individual shares could then          $3,000 (with an early termination fee payable
       be reduced in a more orderly fashion                                                              at the end of the previous month.
                                                   if the administration contract is terminated in
       knowing that the overall exposure to        the first 3 years of up to $36,000) (Minimum          If the above conditions are met, the
       the share market had been reduced.          Fees). If, at any time the management fee             performance fee is determined at the end
       The Investment Manager would only           charged by OMIFL is not sufficient to meet            of each month.
       sell index futures contracts which          the Minimum Fees and the Investment               (c) When is the performance fee paid?
       are covered by equities or cash in the      Manager has not paid the Minimum Fees,
       portfolio. The Investment Manager                                                                 If a performance fee is payable, then it
                                                   then the Fund will pay the Minimum Fees.              will accrue monthly and be paid within
       will not establish a net short exposure
       to equities by selling index futures;       The performance fee payable to the Investment         30 days of the end of the relevant quarter.
                                                   Manager is summarised in Section 6.1 of the
                                                   PDS and set out in Section 5.4 below.

                                                                         7
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D 		                                            A D D I T I O N A L P D S D I S C LO S U R E

(d) What if the Fund underperforms?               includes provisions dealing with, among             The Investment Manager is entitled to be
    If either the Performance Hurdle is not       other things:                                       paid an investment management fee for the
    met or the High Water Mark of the Fund        • the term of the Fund;                            provision of the investment management
    is not exceeded by the performance of         • the powers, duties and obligations of the        services. This fee will be paid to the
    the Fund in the current month, then              responsible entity;                              Investment Manager by OMIFL out of its
    no performance fee is payable for that                                                            own management fees, and will not be an
                                                  • the fees and expenses which can be paid out      additional cost for the Fund.
    month.                                           of the Fund;
    Any negative performance (or under­           • liability and indemnity of the responsible
    performance) will be carried forward.                                                             Administration Agreement
                                                     entity;
                                                  • amendment of the Constitution;                   Under the Administration Agreement,
                                                                                                      OMIFL engages the Administrator to
6. Taxation                                       • meetings of members;
                                                  • calculation and payment of distributions.
                                                                                                      provide various services in relation to the
                                                                                                      Fund, including maintenance of financial and
It is likely that Unitholders will be required                                                        accounting records and financial statements,
to pay tax in relation to their investment in     Compliance Plan                                     documentation and processing of payments
this Fund. Generally, you will pay income or                                                          and correspondence to investors, and
                                                  The Compliance Plan sets out the way in             associated registry services. The Administrator
capital gains tax. However, it may be possible
                                                  which the responsible entity will ensure            must provide the degree of the skill and care
to claim tax credits or have the benefits
                                                  compliance with the Constitution and the            reasonably expected by a professional fund
of certain concessions. You should seek
                                                  Corporations Act. The Compliance Plan               administrator in carrying out the services,
professional advice on this issue.
                                                  outlines the principles and procedures              and may sub-contract its duties with the prior
Your tax liability ultimately depends on your     OMIFL will invoke to ensure we comply
circumstances – for example, whether you                                                              consent of OMIFL.
                                                  with the provisions of the Corporations Act,
are an Australian resident. It is therefore       ASIC policy, and the Fund’s Constitution.           OMIFL will indemnify the Administrator
important that you seek professional advice       It focuses on the systems in place to assist        from all liability arising in connection
before you invest or deal with your investment.   in competent management of the Fund. The            with the provision of services under this
We will send you the information you need         Compliance Plan has been lodged with ASIC.          Agreement, other than liability arising from
each year to help you to complete your tax                                                            material breach of the agreement or gross
                                                  Issues covered by the Compliance Plan               negligence or misconduct. The Administrator
return.                                           include procedures for complaints handling,         must indemnify OMIFL for all claims arising
We will distribute income and capital gains,      applications,    distributions,     monitoring      from reliance on information provided
if any, as soon as possible after 30 June each    and resolution of suspected breaches of             by the Administrator, or failure by the
year. Distributions could comprise:               the Corporations Act, accounts and record           Administrator to comply with its obligations
                                                  keeping, valuations, registry, audits, fees,        under the agreement.
• income (like dividends and interest);          related party transactions, conflicts of interest
• net taxable capital gains (from the sale of    and disclosure and reporting requirements.          This agreement may be terminated by either
   the Fund’s investments); and                                                                       party if there is a material breach, or by
• tax credits (such as franking credits          Investment Management Agreement                     OMIFL on 90 days’ notice.
   attached to dividend income and credits for                                                        The Administrator is entitled to be paid fees
   tax paid on foreign income).                   The Fund has entered into an agreement
                                                  with the Investment Manager regarding               and be reimbursed for expenses.
Additionally, Australian residents are            management of Fund Investments. The key             See Section 5.2 of this document for detail
generally subject to capital gains tax on gains   terms of the agreement address the following        regarding the fee arrangements with the
when they withdraw any money or transfer          issues:                                             Administrator.
units.                                            • decision    making      procedures    and
Depending on your status as a taxpayer,              limitations, duties and powers of the            Privacy
and the length of time you have held your            Investment Manager in providing
                                                     investment management services to the            OMIFL will only collect, hold and use
Units, you may be entitled to a capital gains
                                                     Fund;                                            personal information for the following
concession which can reduce the liability by
                                                                                                      purposes:
up to one-half.                                   • internal controls, performance standards
                                                     and methods of assessing performance;            • To meet OMIFL’s legal obligations;
If you choose not to provide us with your
                                                  • insurance and reporting obligations of the       • To consider investment applications and
Tax File Number (TFN) or Australian
                                                     Investment Manager;                                 approaches; and
business number (ABN) and do not have an
exemption, we must deduct tax at the highest      • payment of investment management fee             • To communicate with investors about their
personal rate, plus the Medicare levy, before        and performance fee; and                            investment.
passing on any distribution to you.               • communication and dispute resolution             OMIFL only uses and discloses personal
We will hold and manage your personal                mechanisms.                                      information about investors for the purpose
details including your TFN and ABN in strict                                                          for which it was disclosed to OMIFL or
                                                  Under the agreement, the Investment                 related purposes which would reasonably be
accordance with the law.                          Manager indemnifies OMIFL and the Fund              expected. This includes disclosing personal
                                                  against all liabilities or loss incurred in         information to third parties who provide
                                                  connection with any breach of the agreement         services in connection with OMIFL’s
7. Additional                                    by the Investment Manager where such
                                                  breach is caused by negligence, wilful default
                                                                                                      products and services or to your nominated
                                                                                                      financial advisor.
    Information                                   or dishonesty. OMIFL will indemnify the
                                                  Investment Manager for any loss incurred in         OMIFL may from time to time use your
                                                  connection with any breach of the agreement         personal information to inform you of
7.1 General                                       by OMIFL as responsible entity, and where           investment opportunities or to provide
                                                  the Investment Manager acts on any bona fide        information about products and services
This Section contains further detail regarding                                                        which we expect may be of interest to you.
documentation relevant to the Fund. You           decision made under the agreement.
                                                                                                      However, we do respect your right to ask us
should read this Section in conjunction with      The agreement may be terminated by either           not to do this.
Section 9 of the PDS.                             party if the other party goes into liquidation,
                                                  or is in material default for more than 28 days     For a copy of OMIFL’s privacy policy, please
Constitution                                      after receipt of notice of default. OMIFL may       go to www.oneinvestment.com.au.
                                                  also terminate the agreement on one month’s
The Constitution is the document establishing     notice in circumstances where it is anticipated
the Fund. The Constitution sets out the way       that the Fund will be wound up.
in which the Fund must be managed, and

                                                                         8
Atlantic Pacific
Australian Equity Fund
PRODUCT DISCLOSURE STATEMENT

ATLANTIC PACIFIC AUSTRALIAN EQUITY FUND
ARSN 158 861 155

Dated 1 February 2014

Contents                                                                                                  Important Information
                                                                                                          This PDS contains a summary of significant information
1. About One Managed Investment Funds Limited. . . . . . . . 2                                            in relation to the Atlantic Pacific Australian Equity Fund
                                                                                                          ARSN 158 861 155. It also includes references to additional
2. How the Fund works. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2            important information (all of which forms part of this PDS)
                                                                                                          contained in the document titled ‘Additional PDS Disclosure’,
3. Benefits of investing in the Fund. . . . . . . . . . . . . . . . . . . . . . . . 3                     which can be obtained at no cost by calling One Managed
                                                                                                          Investment Funds Limited (Phone: 02 8188 1510) or by
                                                                                                          downloading it from the website www.oneinvestment.com.
4. Risks of managed investment schemes. . . . . . . . . . . . . . . . . 4
                                                                                                          au/Atlantic. You should read and consider both the PDS and
                                                                                                          the Additional PDS Disclosure before making a decision about
5. How we invest your money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4                    whether to invest in the Fund.
6. Fees and costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5    The information provided in this PDS and the Additional PDS
                                                                                                          Disclosure is general in nature and does not take into account
7. How managed investment schemes are taxed. . . . . . . . . . 7                                          any investor’s personal financial situation or needs. Investors
                                                                                                          should seek independent financial advice tailored to their
8. How to apply.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7   own needs and circumstances before making a decision about
                                                                                                          whether to invest in the Fund. This PDS does not constitute
                                                                                                          an offer or invitation in any place in which, or to any person
9. Additional information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                                                                                                          to whom, it would not be lawful to make such an offer or
                                                                                                          invitation, including in particular persons in the United States
                                                                                                          of America, Canada or any of their territories or protectorates.

                                                                                                          Updated information
                                                                                                          Information in this PDS is subject to change from time to
                                                                                                          time and may be updated by us if it is not materially adverse
                                                                                                          to you. Updated information can be obtained at any time
                                                                                                          from the website www.oneinvestment.com.au/Atlantic. Also,
                                                                                                          a paper copy of updated information may be provided to
                                                                                                          you free of charge upon request by contacting One Managed
                                                                                                          Investment Funds Limited as per the details provided above.
FUNDS MANAGEMENT

Issued by:
One Managed Investment Funds Limited
ACN 117 400 987 AFSL 297042
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D 		                              P R O D U C T D I S C LO S U R E S TAT E M E N T

1. About One                                  Separately, OMIFL will also hold the
                                               Fund’s assets on trust for the members
                                                                                              2. How the Fund
    Managed                                    of the Fund.                                       works
    Investment Funds                           The Investment Manager                          Unit prices will be displayed on OMIFL’s
    Limited                                    APSEC Funds Management Pty Ltd                  website – www.oneinvestment.com.
                                               (Investment Manager) is the investment          au/Atlantic
 You should read the important                 manager of the Fund. The Investment             For a copy of OMIFL’s unit pricing
 information about the Fund before             Manager is an Authorised Representative         policy, please contact OMIFL.
 making a decision. Go to the                  within the APSEC Group. The Investment
 ‘Atlantic Pacific Australian Equity           Manager’s role is to select and manage
 Fund Additional PDS’ available from           the Fund’s investments. The Investment         The Fund is a unit trust in structure. This
 www.oneinvestment.com.au/Atlantic;            Manager has entered into a management          means that as an Investor you have a fixed
 in particular Section 1 titled ‘About         agreement with OMIFL.                          beneficial interest in the assets of the Fund
 the Atlantic Pacific Australian Equity                                                       calculated as the proportion your Unit
 Fund’.                                        APSEC Funds Management Pty Ltd is              holding bears to all of the Units in the
                                               a recently formed funds management             Fund which have been issued. You do not
 The material relating to ‘About the           company operated by personnel experienced      however have a right to demand that any
 Atlantic Pacific Australian Equity            in funds management and research across        particular assets of the Fund be transferred
 Fund’ may change between the time             Australian and Global Equities.                to you.
 when you read this PDS and the day on
 which you sign the Application Form.          The Investment Manager brings together         The issue price of your Units is determined
                                               the skills and expertise of the following      on the last Business Day of each month.
                                               individuals:                                   In general terms, the price per Unit is
                                                                                              determined by dividing the total current
1.1 Managed investments                       Nicolas Bryon – Fund Manager                   value of the Fund’s assets (after deducting
     generally                                 Nicolas is an experienced fund manager         any liabilities) plus transaction costs, by the
One Managed Investment Funds Limited           and has been involved in analysing             number of Units on issue. As a result, the
is the responsible entity of the Atlantic      companies and managing portfolios within       Unit price may be influenced by movements
Pacific Australian Equity Fund, which is a     financial markets for over 14 years. This      in the value of the Fund’s investments at a
managed investment scheme.                     experience has included managing billion       particular point in time. In other words,
                                               dollar portfolios with leading global          the Unit price may vary as the market value
When you invest your money in a managed                                                       of the Fund Investments rises and falls.
investment scheme, your money is pooled        financial institutions as well as numerous
together with other people’s money. If you     hedge funds investing in Australia and         When buying or selling Units, the Unit
invest in the Atlantic Pacific Australian      global markets. Nicolas has been a portfolio   price you pay or receive will also be adjusted
Equity Fund (Fund), your money will be         manager utilising numerous strategies          on account of the buy-sell spread. The buy-
pooled with that of other investors and        including ‘long-only’ Australian equities      sell spread is an adjustment which takes
used to buy and sell investments on behalf     and ‘long/short’ Asia.                         into account any buying and selling costs
of all Investors in the Fund. This means       Nicolas holds a Bachelor of Economics          associated with the underlying assets of the
that, through the Fund, you may be able        with Honours from Macquarie University         Fund (e.g. brokerage).
to access certain investments which you        and RG146 qualifications from the
would not otherwise be able to access,         Securities Institute of Australia and Kaplan    You should read the important
your transaction costs may be reduced          Professional Education.                         information     about      applications,
because we are able to secure lower fees due                                                   withdrawals      and       distributions
to economies of scale gained by investing                                                      before making a decision. Go to the
                                               George Paxton – Fund Manager
through the Fund, and you will have access                                                     ‘Atlantic Pacific Australian Equity
to the knowledge of the Fund’s Investment      George Paxton is a financial analyst with       Fund Additional PDS’ available from
Manager.                                       an extensive portfolio of financial services    www.oneinvestment.com.au/Atlantic;
                                               skills. Previous experience includes senior     in particular Section 2 titled ‘How the
                                               positions providing banks and hedge funds       Fund works’.
1.2 About the Fund                             with actionable intelligence and analysis.
                                               Prior to this, he specialised in corporate      The material relating to applications,
The Fund will invest in a diversified                                                          withdrawal and distributions may
portfolio of small to large cap Australian     finance advisory in London, with a focus
                                               on mergers and acquisitions and analysis        change between the time when you
listed securities, and securities in respect                                                   read this PDS and the day when you
of which listing has been proposed.            within the North American and European
                                               markets. He has extensive experience in         sign the Application Form.
Cash, cash equivalents, convertible notes
and derivatives may also be included.          valuation techniques, global accounting
Further information regarding the Fund         standards and mergers and acquisitions.
Investments is set out in Sections 3 and 5     George holds a Bachelor of Arts majoring       2.1 Minimum investment
of this PDS.                                   in Law & Economics with Honours
                                               from Queen Mary & Westfield College,           The minimum investment you may make
                                                                                              in the Fund is $10,000. You may make
The Responsible Entity                         University of London and is a CFA charter
                                                                                              additional investments in addition to this
                                               holder. George also holds qualifications
One Managed Investment Funds Limited           in RG146 from Kaplan Professional              minimum investment in amounts of no less
(OMIFL) is the responsible entity of the       Education.                                     than $5,000.
Fund. It holds an Australian Financial                                                        When making your initial application
Services Licence (no. 297042) which                                                           you must complete an Application Form
authorises it to act in this role.                                                            which can be found on our website –
The role of OMIFL is to ensure that                                                           www.oneinvestment.com.au/Atlantic. See
the Fund is operated and managed in                                                           Section 8 on how to apply. OMIFL reserves
accordance with the Fund’s Constitution                                                       the right to accept or reject any applications
and the requirements of the Corporations                                                      for Units.
Act.

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