Apollo Investment Management Limited - Managed Funds: Tiger Fund, Californian Fund, Balanced Growth Fund

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(A Company incorporated with limited liability in Guernsey on 25th August 1998 under the provision of the Companies (Guernsey) Laws 1994 and 1996 with registration number 34376)

LAUNCH DETAILS

Offer Price:	Net Asset Value per share (plus a preliminary charge of up to 5.5%)
Dealing Day:	Thursday (Weekly)
Minimum Investment:	£5,000/US$10,000
Minimum Subsequent Investment:	£2,500/US$5,000
Types of Shares:	Participating Redeemable Preference Shares of par value £0.01

MANAGEMENT AND ADMINISTRATION

Manager and Secretary	Apollo Investment Management Limited, First Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey, GY1 1DB, Channel Islands
Registered Office of the Company	Apollo Balanced Growth Fund Limited, Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands.
Custodian and Banker	Kleinwort Benson (Guernsey) Limited, Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands.
Administrator and Registrar	Kleinwort Benson (Guernsey) Fund Services Limited, Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands.
Investment Adviser	Marlborough Investment Management Limited P.O. Box 1852, Lichfield, England, WS13 8XU.
Auditors	Moore Stephens, Chartered Accountants Town Mills South, La Rue du Pre, St. Peter Port, Guernsey, GY1 3HZ, Channel Islands.
Advocates	Ozannes 1 Le Marchant Street, St. Peter Port, Guernsey, GY1 4HP, Channel Islands.
Sponsoring Broker	NCB Stockbrokers Limited 3 George's Dock, International Financial Services Centre Dublin 1, Ireland.

THE COMPANY

The Company is an open-ended investment company which was incorporated with limited liability in Guernsey on 25st August 1998 under the provisions of the Companies (Guernsey) Laws, 1994 and 1996 with an authorised share capital of £20,100. The Company has issued 100 Management Shares of £1 each and can issue up to 2,000,000 Unclassified Shares of 1p each. The Unclassified Shares may be issued as Participating Shares or Nominal Shares. Participating Shares were first issued by the Company on 16th September, 1998 at an initial price of £10 per share.

The Articles of the Company enable the Directors to create separate classes of Participating Shares and the capital structure is such that the Company operates in a similar way to a unit trust in that it issues and redeems its Participating Shares at prices based on the underlying Net Asset Value. The Directors do not for the foreseeable future intend to introduce different classes of Participating shares.

INVESTMENT POLICY

The Company will operate as a fund of funds. The Funds into which the Company will invest may be listed or unlisted on any Stock Exchange and such funds may themselves invest in listed or unlisted securities. The objective of the Company is to seek capital growth by seeking to take advantage of up to 90 per cent of the movements in the major World stock markets when measured against the Morgan Stanley World Capital Index (“MSWCI”) as published in the Financial Times whilst seeking to limit the potential downward movements in such markets to no more than 5 per cent in any one calendar quarter. The Company will seek to achieve this objective by investing in a portfolio of collective investment schemes (whether managed by Apollo or not) that offer an investment exposure to World stock market indices and which underlying schemes offer a guaranteed limit on downward movement in value usually achieved through option investment strategy. The Company will look to invest in at least six of such schemes. The Company will not invest otherwise than in collective investment schemes.

INVESTMENT RESTRICTIONS

Whilst the Company’s Memorandum and Articles of Association impose no restrictions as to the type of investments it may make and the investment methods it may adopt the Directors have resolved to adopt the following investment restrictions. The restrictions are that the Company will not:

(1) invest more than 20 per cent of its Net Asset Value (calculated at the time of investment) in any one collective investment scheme.
(2) invest in more than 5 per cent of any one collective investment scheme’s net asset value (calculated at the time of investment).
(3) invest more than 50 per cent of its Net Asset Value (calculated at the time of investment) in collective investment schemes managed by one fund management group.
(4) exercise legal or management control of any company in which the Company may be invested nor will it purchase securities of an issuer for the purpose of exercising control or management of that issuer.
(5) invest more than 20 per cent of its Net Asset Value in collective investment schemes that are managed or advised by the Manager or the Investment Adviser or any associate of either.
(6) invest itself directly in any warrants or options.
(7) invest in less than six collective investment schemes at any one time.

No changes to the Investment Policy or the Investment Restrictions will otherwise be made without the approval of a Special Resolution of holders of Participating Shares.
The Investment Policy set out above will in the absence of unforeseen circumstances be adhered to for at least three years following the admission of the Participating Shares to the Official List of the Irish Stock Exchange.
The Company will not expose more than 20% of its gross assets to the solvency of any single counterparty nor lend to or invest more than 20% of the value of the gross assets of the Company in the securities of any one issuer for so long as the Participating Shares are listed on the Irish Stock Exchange.

INVESTMENT RISKS

The Company’s assets may be invested in securities denominated otherwise than in Sterling and any income received by the Company from these investments will be received otherwise than in Sterling. The Company will compute its Net Asset Value and make any distributions in Sterling; there is therefore a currency exchange risk that may affect the value of the Participating Shares.

There can be no certainty that the MSWCI will show any increase over any particular period of time. Investors may therefore see no return on their investment over any particular period of time.

Collective investment schemes in which the Company invests may themselves be invested in futures and options written on the World’s major stock exchanges. The cost of maintaining such futures and options may increase and take a significant proportion of the assets of such collective investment schemes. Such collective investment schemes will have an exposure to risk of failure of counterparties to such futures and options, and to the failure of any particular exchange.

REPORTS AND ACCOUNTS

Copies of the reports and audited financial statements of the Company made up to the 31st March each year (commencing March 1999) will normally be sent to Shareholders at their registered addresses and to the Irish Stock Exchange in July of each year or at the latest within six months of the period to which they relate.

Half-yearly reports and unaudited financial statements relating to the Company will be made up to 30th September each year (commencing September 1999) and will be sent to Shareholders and to the Irish Stock Exchange within four months of the period to which they relate. The first half yearly reports and unaudited financial statements will be sent out in January 2000.

PUBLICATION OF PRICES

The bid prices and offer prices will be quoted daily in ‘The Financial Times’. The published offer price is inclusive of the maximum 5.5% initial charge. The prices will also be notified, without delay, to The Irish Stock Exchange.

INVESTMENT ADVISER

Marlborough Investment Management Ltd. ("MIM")
The Manager has appointed MIM as Investment Adviser to the Company, under an agreement dated 28th August 1998. MIM will provide investment recommendations to the Manager based solely on which the Manager will take investment decisions on behalf of the Company. MIM was formed in 1985 to provide independent financial and discretionary investment services to high net worth individuals, companies, and charities through the management of Life, Pension or Unit Trust collective investment schemes in the United Kingdom. MIM is owned by its Directors, and currently has approximately US$468 million of funds under Discretionary Management.

FUND MANAGER

Name - Rajesh Manon
Location - Lichfield, England.

SUBSCRIPTION OF SHARES

Participating Shares are issued in response to applications from investors (satisfying the minimum subscription levels set out below) at the current subscription (offer) price on the Dealing Day next following receipt of an application. A Dealing Day is the Thursday of each week as long as this is treated as a business day by the banks in the Island of Guernsey. The issue of Participating Shares is conditional upon payment of cleared funds for such shares having been received, by the Manager by 4.30 p.m. (Guernsey time) on the business day immediately preceding the relevant Dealing Day. If cleared funds are received after 4.30 p.m. (Guernsey time) the issue of Participating Shares pursuant thereto will normally take place on the next but one Dealing Day. However, the Manager may at its discretion, accept applications from authorised intermediaries without the payment of cleared funds. In these cases, payment of the cleared funds must be received within 5 working days subsequent to the Dealing Day on which the application was processed failing which the allotment of Participating Shares will be cancelled.

Application must be made on the application form and should be sent to Kleinwort Benson (Guernsey) Fund Services Ltd., Dorey Court, Admiral Park, St. Peter Port, Guernsey, Channel Islands. Tel: +44 (0) 1481 700219.

All applications must be for at least the minimum initial subscription set out in the application form. Subsequent subscriptions from existing investors must be for at least £2,500 or US$5,000. Fractions of a Participating Share will be issued where any subscription monies are not an exact multiple of the offer price.

Each application should be accompanied by a cheque, bankers draft or money order drawn in Sterling or U.S. Dollars made payable to Apollo Investment Management Limited for the amount proposed to be invested. Alternatively, funds may be remitted by telegraphic transfer to Kleinwort Benson (Guernsey) Limited as follows (quoting your name):

Sterling
HSBC Bank PLC, 13 High Street, St. Peter Port,
Guernsey, GY1 3AT.
(Telex No. 4191617) for the account of Kleinwort Benson (Guernsey) Limited (No.1 Account)
Number 8120577.
Sort Code 40-22-25
Quoting Ref. Apollo Balanced Growth Fund

US Dollars
Chase Manhattan Bank, NA
1 Chase Manhattan Plaza, New York
NY10081

SWIFT Code CHASUS33 for the account of Kleinwort Benson (Guernsey) Limited
(SWIFT KBENGGSP) Account No. 001-1-926649
Quoting Ref: Apollo Balanced Growth Fund

If payment is made in US Dollars, the applicable exchange rate for investment in the Company will be determined by the Custodian. The cost of conversion (if any) is deducted from the converted amount. Contract notes confirming the allotment of shares and allocating a shareholders reference number (which should be quoted in all subsequent communications) will be posted to applicants or their nominated agents at the applicant’s risk before the close of business on the second business day following the day on which allotment is made.

Share Certificates will normally be sent out to investors within 21 days of receipt of completed registration documentation.

The Company reserves the right to reject any application in whole or in part.

REDEMPTION OF SHARES

Shareholders may arrange to redeem all or part of their Participating Shares on any Dealing Day at the prevailing redemption (bid) price unless the valuation of the Company’s assets has been suspended (see page 14). Instructions should be given by completing the redemption request on the reverse of the certificate or in writing or by fax (confirmed in due course by signing the reverse of the certificate(s)) to be received by the Manager not later than 4.30 p.m. (Guernsey time) on the Business Day immediately preceding the intended Dealing Day. If a redemption request is received after 4:30pm (Guernsey time) the redemption of the Participating Shares will take place on the next but one Dealing Day. At the election of the Manager, Participating Shares offered for redemption may be purchased by the Manager or redeemed by the Company but no selling shareholder may receive less than the bid price specified under the Articles of Association. Partial redemptions of a holding will not be permitted unless after such redemption the Shareholder holds Participating Shares equivalent in value at the time of redemption to not less than £2,500 or $5,000.

The Company has the right to restrict the number of Participating Shares to be redeemed on any Dealing Day to a maximum of 10 per cent of the number of Participating Shares in issue. If the number of Participating Shares to be redeemed on any Dealing Day is in excess of this figure, all applicants for redemption will have their redemption requests scaled down rateably. Any redemption request not satisfied will be held over for redemption on the next Dealing Day.

Redemption proceeds will be despatched by the Manager by the fourth Business Day following the relevant Dealing Day, or on the Business Day following the subsequent receipt by the Manager of the above certificate with the redemption form on the reverse duly completed by the Shareholder. Payment will only be made in the name of the registered shareholder or, in the case of joint holders, to the first named holder. Payment instructions for the redemption proceeds may be amended by written instruction signed by the registered holder(s). Redemption proceeds will be paid by cheque denominated in Sterling or in US Dollars. Alternatively, if the Redemption proceeds are in excess of £10,000 or the currency equivalent, the proceeds may be paid by telegraphic transfer at the shareholder’s request, risk and expense.

APPLICATION FORM

The Share Application Form is available to download here as an Adobe™ Acrobat PDF document. You will need to print the application form out and send it to us by mail or courier.

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