Prospectus (4.96 Mb) - BlackRock International

More documents

Recommendations

Info

CURRENCY HEDGING Where a Fund Investment offers shares denominated in currencies other than the US Dollar, the Fund Investment may endeavour to hedge its exposure to such currency. The Company will have no control over the manner in which such Fund Investment accounts for the profits, losses, and expenses associated with such hedging activities. It is possible that there could be cross liability among all classes of shares of such Fund Investment, and thus, the costs associated with such hedging activities may be allocated to the class of shares held by the Company, even when such hedging activities do not directly relate to such class in the event that the assets of the relevant class are insufficient to meet such losses and expenses. As a result, the performance of such Fund Investment (and, thus, the performance of the Company) could be adversely affected. COUNTERPARTY ARRANGEMENTS In selecting counterparties to transactions in which the Company will engage, including but not limited to, currency hedging transactions and borrowings under lines of credit it may have in place, the Investment Manager has the authority to and will consider a variety of factors in addition to the price associated with such transactions. Considerations may include, but are not limited to: (a) the ability of the counterparty to (i) provide other products and services, (ii) accept certain types of collateral and provide multiple products or services linked to such collateral or (iii) execute transactions efficiently, or (b) the counterparty’s facilities, reliability and financial responsibility. Such products and services generally may benefit both the Company and Other Clients, although not necessarily in relation to their relative participation in a particular transaction. If the Investment Manager determines that the counterparty’s transaction costs are reasonable overall, the Company may incur higher transaction costs than it would have paid had another counterparty been used. The Investment Manager will periodically re-evaluate its assessment of the selected counterparty. Subject to the any applicable regulatory frameworks and the terms of the Company’s governing documents, counterparties to such transactions may be affiliates of, or service providers to, the Company or the Investment Manager, and thus such transactions may be subject to a number of potential conflicts of interest. COUNTERPARTY RISK To the extent that the Company engages in principal transactions, including, but not limited to, forward currency transactions, swap transactions and the purchase and sale of bonds and other fixed income securities, it must rely on the creditworthiness of its counterparties under such transactions. In certain instances, the credit risk of a counterparty is increased by the lack of a central clearing house for certain transactions including swap contracts. In the event of the insolvency of a counterparty, the Company may not be able to recover its assets in full or at all, during the insolvency process. Counterparties to investments may have no obligation to make markets in such investments and may have the ability to apply essentially discretionary margin and credit requirements. Similarly, Fund Investments will be subject to the risk of bankruptcy of, or the inability or refusal to perform with respect to such investments by, the counterparties with which they deal. MATERIAL, NON-PUBLIC INFORMATION From time to time, the Investment Manager may come into possession of confidential or material, non-public information that would limit the ability of the Company to acquire or dispose of investments held by the Company. The Company’s investment flexibility may be constrained as a consequence of the inability of the Investment Manager to use such information for investment purposes. Moreover, External Investment Advisors may acquire confidential or material, non-public information or be restricted from initiating transactions in certain securities or liquidating or selling certain investments at a time when an External Investment Advisor would otherwise take such an action. INTEREST RATE FLUCTUATIONS The prices of several securities which may be held by the Company directly or indirectly through Fund Investments tend to be sensitive to interest rate fluctuations and unexpected fluctuations in interest rates could cause the corresponding prices of the long and short portions of a position to move in directions which were not initially anticipated. Interest rates are highly sensitive to factors beyond the Investment Manager’s and External Investment Advisors’ control, including, among others, governmental monetary and tax polices and domestic and international economic and political conditions. In the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses that may be expected to affect adversely the Company’s and the Fund Investments’ liquidity and operating results. In addition, interest rate increases generally will increase the interest carrying costs to the Company and Fund Investments of borrowed securities and leveraged investments or the cost of leverage for the Company and the Fund Investments. Furthermore, to the extent that interest rate assumptions underlie the hedging of a particular position, fluctuations in interest rates could invalidate those underlying assumptions and expose the Fund Investments and the Company to losses. INCREASING SIZE AND MATURITY OF HEDGE FUND MARKETS The identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. The growth in the number of hedge funds and assets managed by such funds, together with the increase in other market participants (such as the proprietary desks of investment banks) may reduce the opportunities available for the Investment Manager and the External Investment Advisors to make certain investments or adversely affect the terms upon which investments can be made. This could reduce the ability of the Company to generate returns and/or reduce the quantum of these returns. Historic opportunities for some or all hedge fund strategies may be eroded over time whilst structural and/or 15
cyclical factors may reduce opportunities for the Investment Manager and the External Investment Advisors temporarily or permanently. In addition, it is possible that the Company may have exposure to the same investment or securities through more than one Fund Investment. Furthermore, the applicable External Investment Advisors could take opposing positions with respect to such securities and thus the Company’s exposure to such underlying security or investment could move against each other. INFORMATION TECHNOLOGY SYSTEMS The Company is dependent on the Investment Manager and the External Investment Advisors for investment management, operational and financial advisory services. The Company is also dependent on the Investment Manager for certain management services as well as back-office functions. The Investment Manager and the External Investment Advisors depend on information technology systems in order to assess investment opportunities, strategies and markets and to monitor and control risks for the Company and Fund Investments. Information technology systems are also used to trade in the underlying investments of the Fund Investments. It is possible that a failure of some kind which causes disruptions to these information technology systems could materially limit the Investment Manager’s or an External Investment Advisors’ ability to adequately assess and adjust investments, formulate strategies and provide adequate risk control. Any such information technology related difficulty could harm the performance of the Company. Further, failure of the back office functions of the Investment Manager to process trades in a timely fashion could prejudice the investment performance of the Company. SPECIFIC RISK FACTORS RELATING TO ABSOLUTE RETURN STRATEGIES The Company’s capital will primarily be allocated to External Investment Advisors pursuing a range of Absolute Return Strategies. Such strategies may involve investment in high risk securities including low credit quality and distressed securities, which may be illiquid, and use of highly speculative investment techniques including short-selling, investing in emerging market securities, high leverage, futures, swaps and notional principal contracts, currency speculation, shortsales and uncovered option transactions. CONCENTRATION OF INVESTMENT PORTFOLIO Because a Fund Investment may have the ability to concentrate its investments by investing an unlimited amount of its assets in a single issuer, sector, market, industry, strategy, country or geographic region, the overall adverse impact on such Fund Investment, and correspondingly on the Company, of adverse movements in the value of the securities of a single issuer, sector, market, industry, strategy, country or geographic region will be considerably greater than if such Fund Investment were not permitted to concentrate its investments to such an extent. By concentrating in a specific issuer, sector, market, industry, strategy, country or geographic region, a Fund Investment will be subject to the risks of that issuer, sector, market, industry, strategy, country or geographic region, such as rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry and sensitivity to overall market swings, and may be more susceptible to risks associated with a single economic, political or regulatory circumstance or event than a more diversified portfolio might be. Moreover, a number of Fund Investments might accumulate positions in the same or related investment at the same time, compounding such risk. In addition, the Company is permitted to make direct investments, including, without limitation, in single security positions. It is possible for the Company to have a portion of its assets concentrated in a single issuer or security, and thus be subject to a similar concentration risk. SHORT-SELLING The Fund Investments may engage in short-selling. Short-selling involves selling securities which may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short-selling necessarily involves certain additional risks. However, if the short seller does not own the securities sold short (an uncovered short sale), the borrowed securities must be replaced by securities purchased at market prices in order to close out the short position, and any appreciation in the price of the borrowed securities would result in a loss. Uncovered short sales expose the Fund Investments to the risk of uncapped losses until a position can be closed out due to the lack of an upper limit on the price to which a security may rise. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. There is the risk that the securities borrowed by a Fund Investment in connection with a short-sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short-sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Fund Investment may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. LOW CREDIT QUALITY SECURITIES Fund Investments may invest in particularly risky investments that also may offer the potential for correspondingly high returns. As a result, a Fund Investment may lose all or substantially all of its investment in any particular instance, which would have an adverse effect on the Company. In addition, there is no minimum credit standard which is a prerequisite to a Fund Investment’s acquisition of any security, and the debt securities in which a Fund Investment is permitted to invest 16
Page 1 and 2: EQUITIES FIXED INCOME REAL ESTATE L
Page 4 and 5: SUMMARY NOTE This Summary Note, the
Page 6 and 7: UBS is acting for the Company and n
Page 8 and 9: THE COMPANY The Company is a newly-
Page 10 and 11: USE OF PROCEEDS The Company will in
Page 12 and 13: [THIS PAGE INTENTIONALLY LEFT BLANK
Page 14 and 15: lackrock.co.uk/its
Page 16 and 17: REGISTRATION DOCUMENT This Registra
Page 18 and 19: TABLE OF CONTENTS Headings Page RIS
Page 20 and 21: US Investment Company Act and the U
Page 22 and 23: • changes in laws or regulations,
Page 24 and 25: adversely impact investors in those
Page 26 and 27: Document, it may be difficult, if n
Page 28 and 29: Because of the inherent uncertainty
Page 32 and 33: will be less than investment grade
Page 34 and 35: Shares — US Dollar exchange rate
Page 36 and 37: possible that the Fund Investments
Page 38 and 39: markets. In certain instances manag
Page 40 and 41: which the Board of Directors makes
Page 42 and 43: AFFILIATED INVESTORS; OTHER BUSINES
Page 44 and 45: with funds managed by Merrill Lynch
Page 46 and 47: NOTICE TO INVESTORS The Prospectus
Page 48 and 49: Restrictions” on pages 35 to 41 f
Page 50 and 51: SELLING RESTRICTIONS The Prospectus
Page 52 and 53: LUXEMBOURG In addition to the cases
Page 54 and 55: Market, any other UAE exchange, the
Page 56 and 57: connection with any distribution of
Page 58 and 59: Receiving Agent CREST Service Provi
Page 60 and 61: The Company will not allocate more
Page 62 and 63: portfolios, the portfolios and perf
Page 64 and 65: Absolute Return Strategies Discipli
Page 66 and 67: changes in the capital markets inhi
Page 68 and 69: or decreases in Net Asset Value ari
Page 70 and 71: circumstances. In the absence of an
Page 72 and 73: At the Valuation Dates referable to
Page 74 and 75: PART 2 MANAGEMENT AND ADMINISTRATIO
Page 76 and 77: esponsibilities. From 1985 to 1998,
Page 78 and 79: SHAREHOLDERS (i) Disposal of Shares
Page 80 and 81:
Reportable Transactions Treasury Re
Page 82 and 83:
Company’s Articles of Association
Page 84 and 85:
“F” is the aggregate of: (d) th
Page 86 and 87:
3.3.7. Undertakings denominated in
Page 88 and 89:
commencement of the winding-up, sub
Page 90 and 91:
3.10 Variation of Share Rights and
Page 92 and 93:
(i) (j) (k) (l) (m) A person whose
Page 94 and 95:
4.5 Transactions in which a Directo
Page 96 and 97:
Name Current directorships/partners
Page 98 and 99:
• The indemnity by the Company do
Page 100 and 101:
• The Manager indemnifies the Com
Page 102 and 103:
• The Registrar Agreement contain
Page 104 and 105:
Absolute Return Strategies or ARS A
Page 106 and 107:
Independent Directors Investment Co
Page 108 and 109:
Registrar Agreement Registration Do
Page 110 and 111:
[THIS PAGE INTENTIONALLY LEFT BLANK
Page 112 and 113:
lackrock.co.uk/its
Page 114 and 115:
SECURITIES NOTE This Securities Not
Page 116 and 117:
TABLE OF CONTENTS Headings Page RIS
Page 118 and 119:
US Investment Company Act and the U
Page 120 and 121:
• changes in laws or regulations,
Page 122 and 123:
adversely impact investors in those
Page 124 and 125:
Securities Note, it may be difficul
Page 126 and 127:
Because of the inherent uncertainty
Page 128 and 129:
CURRENCY HEDGING Where a Fund Inves
Page 130 and 131:
will be less than investment grade
Page 132 and 133:
Shares — US Dollar exchange rate
Page 134 and 135:
possible that the Fund Investments
Page 136 and 137:
markets. In certain instances manag
Page 138 and 139:
which the Board of Directors makes
Page 140 and 141:
AFFILIATED INVESTORS; OTHER BUSINES
Page 142 and 143:
with funds managed by Merrill Lynch
Page 144 and 145:
NOTICE TO INVESTORS The Prospectus
Page 146 and 147:
Restrictions” on pages 38 to 44 f
Page 148 and 149:
OFFER STATISTICS Target size of the
Page 150 and 151:
Receiving Agent CREST Service Provi
Page 152 and 153:
This document is not intended to pr
Page 154 and 155:
SINGAPORE The Prospectus has not be
Page 156 and 157:
dealer or other professional fiduci
Page 158 and 159:
PART 1 THE COMPANY INTRODUCTION The
Page 160 and 161:
• The Manager will bear all fees
Page 162 and 163:
Characteristics of securities inclu
Page 164 and 165:
Fundamental Long-Short managers typ
Page 166 and 167:
these and other factors, the Compan
Page 168 and 169:
Calculation The Net Asset Value per
Page 170 and 171:
Purchases by the Company will only
Page 172 and 173:
upon a show of hands have one vote
Page 174 and 175:
BOOKBUILDING Pursuant to the Placin
Page 176 and 177:
disposed of between Eligibility Dat
Page 178 and 179:
SHAREHOLDERS (i) Disposal of Shares
Page 180 and 181:
Reportable Transactions Treasury Re
Page 182 and 183:
Company’s Articles of Association
Page 184 and 185:
“F” is the aggregate of: (d) th
Page 186 and 187:
3.3.7 Undertakings denominated in U
Page 188 and 189:
commencement of the winding-up, sub
Page 190 and 191:
3.10 Variation of Share Rights and
Page 192 and 193:
(i) (j) (k) (l) (m) A person whose
Page 194 and 195:
4.5 Transactions in which a Directo
Page 196 and 197:
Name Current directorships/partners
Page 198 and 199:
• The indemnity by the Company do
Page 200 and 201:
• The Manager indemnifies the Com
Page 202 and 203:
• The Registrar Agreement contain
Page 204 and 205:
Absolute Return Strategies or ARS A
Page 206 and 207:
Independent Directors Investment Co
Page 208 and 209:
Registrar Agreement Registration Do
Page 210 and 211:
TERMS AND CONDITIONS OF APPLICATION
Page 212 and 213:
(ix) (x) (xi) (xii) (xiii) agree th
Page 214 and 215:
NOTES ON HOW TO COMPLETE THE APPLIC
Page 216 and 217:
APPENDIX A PUBLICLY TRADED COMPANY
Page 218 and 219:
APPENDIX C INVESTMENT VEHICLE/PARTN
Page 220 and 221:
APPENDIX D TRUST OR SETTLEMENT INFO
Page 222 and 223:
BENEFICIAL OWNERS/CONTROLLERS INFOR
Page 224 and 225:
APPLICATION FORM FOR THE OFFER FOR
Page 226:
lackrock.co.uk/its
show all

Prospectus (4.96 Mb) - BlackRock International

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?