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            PRUDENTIAL FUNDS


                        Directory


                    Manager
Prudential Asset Management (Singapore) Limited
                  30 Cecil Street
            #20-01 Prudential Tower
                Singapore 049712
   (Company Registration No. 199407631H)


              Directors of the Manager
                   Ajay Srinivasan
              Edward Gregory Navarro
                 Kong Siew Cheong


                     Trustee
      Dexia Trust Services Singapore Limited
                  9 Raffles Place
              #42-01 Republic Plaza
                Singapore 048619
     (Company Registration No. 199504677Z)


                     Auditors
                      KPMG
                  16 Raffles Quay
            #22-00 Hong Leong Building
                 Singapore 048581


              Solicitors to the Manager
              Tan Kok Quan Partnership
                5 Shenton Way #29-00
                     UIC Building
                  Singapore 068808


               Solicitors to the Trustee
                  Rodyk & Davidson
                80 Raffles Place #33-00
                     UOB Plaza 1
                  Singapore 048624



                             1
                                              PRUDENTIAL FUNDS

                                                     Table of Contents
Contents                                                                                                                            Page
1.      BASIC INFORMATION ............................................................................................. 5
2.      MANAGEMENT ......................................................................................................... 6
3.      THE TRUSTEE ........................................................................................................... 6
4.      OTHER PARTIES ........................................................................................................ 7
5.      STRUCTURE OF THE FUND .................................................................................. 7
6.      INVESTMENT OBJECTIVES, FOCUS AND APPROACH .................................. 8
7.      FEES AND CHARGES ................................................................................................ 9
8.      RISKS ............................................................................................................................ 9
9.      SUBSCRIPTION AND ISSUE OF UNITS ............................................................ 13
10.     REGULAR SAVINGS PLAN .................................................................................... 15
11.     REALISATION OF UNITS ...................................................................................... 15
12.     SWITCHING AND EXCHANGE OF UNITS ....................................................... 17
13.     CANCELLATION OF SUBSCRIPTION FOR UNITS ......................................... 18
14.     OBTAINING PRICES OF UNITS .......................................................................... 19
15.     SUSPENSION OF DEALINGS ................................................................................ 19
16.     PERFORMANCE OF THE SCHEME .................................................................... 20
17.     SOFT DOLLAR COMMISIONS/ ARRANGEMENTS ......................................... 20
18.     CONFLICTS OF INTEREST .................................................................................. 21
19.     REPORTS ................................................................................................................... 21
20.     QUERIES AND COMPLAINTS .............................................................................. 21
21.     OTHER MATERIAL INFORMATION .................................................................. 21
GLOSSARY OF TERMS ...................................................................................................... 24
APPENDIX 1 - PRU MONTHLY INCOME PLAN ........................................................ 29
PPENDIX 2 – YIELD 15 ..................................................................................................... 36
APPENDIX 3 – YIELD 20 .................................................................................................. 50




                                                                    2
                          IMPORTANT INFORMATION


This Replacement Prospectus (the “Prospectus”) replaces the Prospectus of the
PRUDENTIAL FUNDS (the “Fund”) which was registered with the Monetary Authority
of Singapore on 7 April 2005.

Prudential Asset Management (Singapore) Limited (the “Manager”) accepts full
responsibility for the accuracy of the information contained in this Prospectus of the Fund
and confirms, having made all reasonable enquiries, that to the best of its knowledge and
belief, there are no facts the omission of which would make any statement herein misleading.
Unless otherwise stated or context otherwise requires, all undefined terms in this Prospectus
have the same meanings as ascribed to them in the deed of trust dated 10 January 2005 (as
amended) relating to the Fund (the “Deed”).

Investors should refer to the relevant provisions of the Deed and obtain independent
professional advice in the event of any doubt or ambiguity. Copies of the Deed are available
for inspection at the Manager’s office at all times during usual business hours (subject to
such reasonable restrictions as the Manager may impose).

This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such offer or solicitation and may only be used in connection with the offering of
units (“Units”) in the sub-funds of the Fund offered in this Prospectus (the “Sub-Funds”).
No representation is made as to the tax state of the Fund.

Investors should seek independent professional advice to ascertain (a) the possible tax
consequences, (b) the legal requirements; and (c) any foreign exchange transactions or
exchange control requirements which they may encounter under the laws of the countries of
their citizenship, residence, domicile and which may be relevant to the subscription, holding
or disposal of Units in a Sub-Fund.

Investment in any of the Sub-Funds requires consideration of the normal risks involved in
investing and participating in collective investment schemes. Investors should carefully
consider the risks of investing in a Sub-Fund. Details of the risks involved are set out in
paragraph 8 of this Prospectus. Risks specific to an individual Sub-Fund are also set out in
the relevant Appendix to that Sub-Fund. Investors should consider these risks carefully
before making an investment decision. Investors should note that because their investments
can be volatile and that the value of Units may decline as well as appreciate, there can be no
assurance that a Sub-Fund will be able to attain its objective. The prices of Units as well as
income from them may go up as well as down to reflect changes in the Value of a Sub-Fund.
An investment should only be made by those persons who can sustain losses on their
investments. Investors should also satisfy themselves of the suitability to them of an
investment in a Sub-Fund based on their personal circumstances.

Investors should note that past performance of the Manager is not necessarily indicative of
the future performance of the Manager.



                                              3
No person, other than the Manager, has been authorised to issue any advertisement or to
give any information, or to make any representations in connection with the offering,
subscription or sale of Units, other than those contained in this Prospectus and, if issued,
given or made, such advertisement, information or representations must not be relied upon
as having been authorised by the Manager.

Investors should note that the Units offered by the Sub-Funds are not listed on any stock
exchange. Investors may purchase, cancel, switch, convert or redeem their Units through
the Manager or any agent or distributor appointed by the Manager subject to the ultimate
discretion of the Manager in respect of the purchase, switching, exchange or redemption of
an investor’s Units in accordance with the provisions in the Deed.

Application may be made in other jurisdictions to enable the Units of a Sub-Fund to be
marketed freely in these jurisdictions.

The meaning of some of the terms and abbreviations used in this Prospectus can be found
in the Glossary of Terms at the end of this Prospectus.

Prudential Asset Management (Singapore) Limited is an indirect subsidiary of Prudential
plc of the United Kingdom. Prudential Asset Management (Singapore) Limited and
Prudential plc are not affiliated in any manner with Prudential Financial, Inc., a company
whose principal place of business is in the United States of America.

All enquiries in relation to the Fund or any Sub-Fund should be directed to the Manager or
any agent or distributor appointed by the Manager.




                                             4
                                 PRUDENTIAL FUNDS

PROSPECTUS

Each sub-fund of the Prudential Funds offered in this Prospectus is an authorised scheme under
the Securities and Futures Act (Chapter 289). A copy of this Prospectus has been lodged with and
registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no
responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority
does not imply that the Securities and Futures Act (Chapter 289), or any other legal or regulatory
requirements have been complied with. The Authority has not, in any way, considered the
investment merits of the Prudential Funds or of any of the sub-funds of the Prudential Funds.


1.    BASIC INFORMATION

1.1   Name of the collective investment scheme
      The Singapore-registered umbrella collective investment scheme offered in this
      Prospectus is known as Prudential Funds (the “Fund”) and as at the date of this
      Prospectus, the Fund currently comprises three (3) sub-funds (each a “Sub-Fund”
      and collectively, the “Sub-Funds”).

1.2   Date of registration and expiry of the Prospectus
      This Prospectus was lodged with the Authority on 11 April 2005 and is a replacement
      to the prospectus of the Fund which was registered with the Authority on 7 April
      2005. This Prospectus is valid for 12 months after the date of registration of the
      original prospectus of the Fund (i.e., up to and including 6 April 2006) and shall
      expire on 7 April 2006.

1.3   The Deed
      (i)  The Fund is constituted as a unit trust by way of a deed of trust dated 10
           January 2005 (the “Principal Deed”) between Prudential Asset Management
           (Singapore) Limited (the “Manager”) and Dexia Trust Services Singapore Limited
           (the “Trustee”). The Principal Deed has been amended by way of a First
           Supplemental Deed dated 6 April 2005 entered into between the same parties.
           The Principal Deed as amended by the First Supplemental Deed shall be referred
           to herein as the “Deed”.

      (ii)   The Deed is binding on the Manager, the Trustee and each unitholder (each a
             “Holder”) and all persons claiming through the Holders as if such persons had
             each been a party to the Deed.

      (iii) Investors should note that this Prospectus is to a large extent a summary of the
            Deed and that not all the provisions of the Deed are reflected or summarised in
            this Prospectus. Investors should read the Deed for further details.

      (iv)   A copy of the Deed is available for inspection at the office of the Manager at
             30, Cecil Street, #20-01, Prudential Tower, Singapore 049712 at all reasonable



                                                 5
            times during normal business hours (subject to such reasonable restrictions as
            the Manager may impose) and shall be supplied by the Manager to any person
            on application at a charge not exceeding S$25 per copy of the document (or
            such other amount as the Trustee and the Manager may from time to time agree).

1.4   Accounts and Reports
      As the Sub-Funds have been recently established, reports and accounts relating to the
      Sub-Funds are not available as at the date of this Prospectus. Copies of the latest
      semi-annual and annual reports, semi-annual accounts and audited annual accounts
      relating to the Sub-Funds, when available, may be obtained during normal business
      hours from the Manager at its business address as stated in the above paragraph 1.3(iv)
      upon request.


2.    MANAGEMENT

2.1   The Manager
      The Manager of the Fund, Prudential Asset Management (Singapore) Limited, has
      its registered office at 30, Cecil Street, #20-01, Prudential Tower, Singapore 049712.

      The Manager is an ultimately owned subsidiary of Prudential plc (“Prudential”), a
      leading international financial services group providing retail financial products and
      services and fund management to millions of customers worldwide. As a group,
      Prudential has, as of 30 June 2004, over GBP 170 billion (approximately equivalent
      to S$531 billion) of funds under management, more than 16 million customers and
      over 22,000 employees worldwide.

      The Manager was set up as a company in 1994. As at 31 December 2004, the Manager
      had S$24.89 billion of assets under management, of which S$8.5 billion are
      discretionary funds managed in Singapore.

      The Manager enjoys direct access to the extensive global research and fund management
      resources and capabilities of the Prudential Group in Europe, USA and key Asian
      markets including Japan, Taiwan, Korea, India and Malaysia. Backed by the strengths
      of the Prudential Group, the Manager aims to respond swiftly to meet its customers’
      needs and to make timely investment decisions.

2.2   Management of underlying funds
      Details of the managers of any underlying funds into which any Sub-Fund feeds into
      are set out in the relevant Appendix relating to that Sub-Fund.


3.    THE TRUSTEE
      The trustee of the Fund is Dexia Trust Services Singapore Limited (the “Trustee”)
      whose registered office is at 9, Raffles Place, #42-01 Republic Plaza, Singapore 048619.




                                              6
4.    OTHER PARTIES

4.1   The Registrar
      The registrar for the Fund is the Trustee, Dexia Trust Services Singapore Limited (the
      “Registrar”). The register of Holders of each Sub-Fund (the”“Registers”) is kept and
      maintained at 9, Raffles Place, #42-01, Republic Plaza, Singapore 048619. Except
      when it is closed for inspection, the Registers are accessible to the public during normal
      business hours (subject to such reasonable restrictions as the Registrar may impose).

      Each Register is conclusive evidence of the number of Units in the relevant Sub-Fund
      held by each Holder and the details in the Registers shall prevail in the event of any
      discrepancy between the entries in the relevant Register and the details appearing on
      any statement of holding, unless the Holder proves to the satisfaction of the Manager
      and the Trustee that the relevant Register is incorrect.

4.2   The Auditors
      The auditors of the Fund are KPMG (the “Auditors”) whose registered office is at 16,
      Raffles Quay, #22-00, Hong Leong Building, Singapore 048581.


5.    STRUCTURE OF THE FUND

      Umbrella fund
5.1   The Fund is an umbrella fund currently comprising the following Sub-Funds (each
      an open-ended non-specialised collective investment scheme) which are currently
      available for subscription:

            Sub-Fund                                               Base Currency
      (i)   PRU Monthly Income Plan (which has                     Singapore Dollars
            been established with two classes of Units,
            namely, “Class A” and”“Class M”)
      (ii) Yield 15                                                Singapore Dollars
      (iii) Yield 20                                               US Dollars

5.2   Each Sub-Fund is managed as a separate and distinct trust but with a common central
      administration provided by the Manager. The general provisions which apply to the
      Sub-Funds are set out in the main body of this Prospectus. The provisions which are
      specific to each Sub-Fund are set out in the relevant Appendices to this Prospectus.

5.3   The PRU Monthly Income Plan invests all or substantially all of its assets into
      designated underlying funds as a feeder fund while the Yield 15 and the Yield 20
      invests all or substantially all of their respective assets into direct investment(s). Further
      details of each Sub-Fund are set out in the relevant Appendix for the Sub-Fund.

5.4   The Sub-Funds are not included for investment under the CPF Investment Scheme.




                                                7
6.    INVESTMENT OBJECTIVES, FOCUS AND APPROACH

6.1   Investment Objectives and Policies
      The investment objective, focus and approach and other features of each Sub-Fund
      are set out in the following Appendices to this Prospectus:

      Sub-Fund                                            Appendix
      PRU Monthly Income Plan                                1
      Yield 15                                               2
      Yield 20                                               3

      The Managers may change the investment policy of any Sub-Fund in accordance with
      the provisions of the Deed.

6.2   Authorised Investments
      6.2.1 The authorised investments of the Sub-Funds (“Authorised Investments”) are
            any of the following Investments: -

             (i)    any Quoted Investment which is selected by the Manager for the purpose
                    of investment of the Deposited Property of the relevant Sub-Fund;

             (ii)   any Investment in respect of which an application for listing for
                    permission to deal has been made to a Recognised Market and the
                    subscription for or purchase of which is either conditional upon such
                    listing or permission to deal being granted within a specified period not
                    exceeding twelve weeks (or such other period as may be agreed between
                    the Manager and the Trustee) or in respect of which the Manager is
                    satisfied that the subscriptions or other transactions will be cancelled if
                    the application is refused;

             (iii) any Unquoted Investment which is selected by the Manager for the
                   purpose of investment of the Deposited Property of the relevant Sub-
                   Fund; or

             (iv)   any Investment which is a unit in any unit trust scheme or a share or
                    participation in an open-ended mutual fund or other collective
                    investment scheme;

             (v)    the currency of any country or any contract for the spot purchase or
                    sale of any such currency or any forward contract of such currency;

             (vi)   any Investment denominated in any currency;

             (vii) any Investment which is a future, option, forward, swap, collar, floor or
                   other derivative; and

             (viii) any Investment which is not covered by paragraphs (i) to (vii) of this
                    definition selected by the Manager and approved by the Trustee.


                                              8
              For clarity, the Authorised Investments described in paragraphs (v) and (vii)
              above shall be used solely for the purposes of hedging existing positions in a
              portfolio or for efficient portfolio management.

      6.2.2   The investment guidelines and borrowing limits for non-specialised funds as
              set out in the Code on Collective Investment Schemes issued by the Authority
              on 23 May 2002 (last updated on 17 July 2004)(the “Code”), as the same may
              be modified, amended, supplemented, re-enacted or re-constituted from time
              to time, shall apply to the Sub-Funds.


7.    FEES AND CHARGES

7.1   The fees and charges payable in relation to the Sub-Funds are set out in the relevant
      Appendices of this Prospectus. These fees and charges are not fixed and may be adjusted
      up to, where applicable, the maximum limits stated.

7.2   The preliminary establishment expenses of each Sub-Fund, which include the costs
      and expenses in obtaining approval of that Sub-Fund from the relevant authorities in
      Singapore, the preparation and registration of the Deed and of this Prospectus and all
      agreements referred to in this Prospectus, and all initial legal and printing costs will
      be apportioned and charged to the relevant Sub-Fund and will be treated as an expense
      of that Sub-Fund incurred in its first financial year.

7.3   As required by the Code, all marketing, promotional and advertising expenses in
      relation to the Fund or the Sub-Funds will be borne by the Manager and not debited
      from the Deposited Property of the Sub-Funds.

7.4   The Subscription Fee, Realisation Fee, Switching Fee and Exchange Fee shall be retained
      by the Manager and/or the distributors for its own benefit, and shall not form part of
      the Deposited Property of the Sub-Funds. Any commission, remuneration or other
      sum payable to agents in respect of the issue or sale of any Units shall not be added to
      the price of such Units but shall be paid by the Manager.

7.5   The Manager and/or the distributor may at any time differentiate between applicants
      as to the amount of the Subscription Fee, Realisation Fee, Switching Fee, Exchange
      Fee and other charges (if any), payable upon the issue, realisation, switching or exchange
      of Units or allow to investors discounts on such basis and to such extent as it may
      think fit or to waive such charges.


8.    RISKS

8.1   General risks of investing in collective investment schemes
      Investment in a collective investment scheme is meant to produce returns over the
      long term. Investors should not expect to obtain short-term gains from such
      investments. In particular, investors should be aware that the difference at any one
      time between the issue and realisation price of Units in a Sub-Fund means that an


                                              9
      investment in a Sub-Fund should be viewed as medium to long term. An investment
      in a Sub-Fund should not constitute a substantial proportion of an investment portfolio
      and may not be appropriate for all investors.

      The prices of the Units, and the income from them, may go up as well as down. A
      possible loss of the principal invested cannot be ruled out.

8.2   Risks specific to the Sub-Funds

      (i)     Political and/or Regulatory Risks
              The value of a Sub-Fund’s Deposited Property may be affected by uncertainties
              such as international political developments, changes in government policies,
              changes in taxation, restrictions on foreign investment and currency repatriation,
              currency fluctuations and other developments in the laws and regulations of
              countries in which investment may be made. Furthermore, the legal
              infrastructure and accounting, auditing and reporting standards in certain
              countries in which investment may be made may not provide the same degree
              of investor protection or information to investors as would generally apply in
              major securities markets. Foreign ownership restrictions in some markets may
              mean that corporate actions entitlements in relation to any collective investment
              schemes or other investments a Sub-Fund is invested into may not always be
              secured or may be restricted.

      (ii)    Portfolio Management Risk
              The Manager may engage in various portfolio strategies on behalf of a Sub-
              Fund by the use of futures and options for efficient portfolio management
              purposes only. Due to the nature of futures, cash to meet initial and future margin
              deposits may be held by a broker with whom a Sub-Fund has an open position.
              On execution of the option a Sub-Fund may pay a premium to a counterparty.
              In the event of bankruptcy of the counterparty the option premium may be lost
              in addition to any unrealised gains where the contract is “in the money”.

      (iii)   Foreign Exchange/Currency Risk
              A Sub-Fund may invest its assets in securities denominated in a wide range of
              currencies, some of which may not be freely convertible. The net asset value of
              the Deposited Property of a Sub-Fund as expressed in its base currency will
              fluctuate in accordance with the changes in the foreign exchange rate between
              the relevant base currency and the currencies in which a Sub-Fund’s investments
              are denominated. A Sub-Fund may therefore be exposed to a foreign exchange/
              currency risk.

              Depending on market conditions, the Manager may hedge the foreign currency
              exposure of a Sub-Fund by entering into one or more foreign exchange forward
              contracts and/or cross currency swap transactions.

      (iv)    Derivatives risk
              A Sub-Fund may invest in derivatives which will be subject to risks. While the
              judicious use of derivatives by professional investment managers can be


                                               10
       beneficial, derivatives involve risks different from, and, in some cases, greater
       than, the risks presented by more traditional securities investments. Some of
       the risks associated with derivatives are market risk, management risk, credit
       risk, liquidity risk and leverage risk.

       Investments in derivatives may require the deposit or initial margin and
       additional margin on short notice if the market moves against the investment
       positions. If no provision is made for the required margin within the prescribed
       time, the investment may be liquidated at a loss. Therefore, it is essential that
       such investments in derivatives are monitored closely. The Manager has the
       necessary controls for investments in derivatives and has in place systems to
       monitor the derivative positions for the Sub-Funds.

       The Manager does not intend to use derivatives transactions for speculation or
       leverage but may use them for efficient portfolio management and/or risk
       management.

(v)    Interest rate & credit risk
       Investments in fixed income portfolios will be subject to the usual risks of
       investing in bonds and other fixed income securities. Bonds and other fixed
       income securities are subject to interest rate fluctuations and credit risks, such
       as risk of default by issuers.

       Investments in fixed income securities are subject to adverse changes in the
       financial condition of the issuer, or in general economic conditions, or both, or
       an unanticipated rise in interest rates, which may impair the ability of the issuer
       to make payments of interest and principal, especially if the issuer is highly
       leveraged. Such issuer’s ability to meet its debt obligations may also be adversely
       affected by specific projected business forecasts, or the unavailability of additional
       financing. Also, an economic downturn or an increase in interest rates may
       increase the potential for default by the issuers of these securities.

(vi)   Portfolio risk
       The Sub-Funds are intended for investors who can accept the risks associated
       with investing primarily in the securities of the type held in the Sub-Fund.
       Investors in equities will be subject to the risks associated with equity and equity-
       related securities, including fluctuations in market prices, adverse issuer or
       market information and the fact that equity and equity-related interests are
       subordinate in the right of payment to other corporate securities, including
       debt securities. Likewise, investors in fixed income securities will be subject to
       the risks associated with debt securities including credit and interest rate risk,
       and the additional risks associated with high-yield debt securities, loan
       participations and derivative securities. In addition, investors should be aware
       of the risks associated with the active management techniques that are expected
       to be employed by some Sub-Funds. An investment in a Sub-Fund does not
       constitute a complete investment program. Investors may wish to complement
       an investment in a Sub-Fund with other types of investments.



                                         11
(vii) Lower rated, higher yielding debt securities
      A Sub-Fund may invest in lower and unrated, higher yielding debt securities,
      which are subject to greater market and credit risks than higher rated debt
      securities. Generally, lower and unrated debt securities pay higher yields than
      more highly rated debt securities to compensate investors for the higher risk.
      The lower ratings of such debt securities reflect the greater possibility that adverse
      changes in the financial condition of the issuer, or rising interest rates, may
      impair the ability of the issuer to make payments to holders of the debt securities.
      Accordingly, an investment in a Sub-Fund is accompanied by a higher degree of
      credit risk than is present with investments in higher rated, lower yielding debt
      securities.

(viii) Premium Risk
       Where any Sub-Fund acquires or values securities in the over-the-counter market
       there is no guarantee that that Sub-Fund will be able to realise such securities at
       a premium due to the nature of the over-the-counter market.

(ix)   Counterparty and Settlement Considerations
       A Sub-Fund will be exposed to credit risk on the counterparties with which it
       trades particularly in relation to options, futures, contracts and other derivative
       financial instruments that are not traded on a Recognised Market. Such
       instruments are not afforded the same protections as may apply to participants
       trading futures or options on organised exchanges, such as the performance
       guarantee of an exchange clearing house. A Sub-Fund will be subject to the
       possibility of the insolvency, bankruptcy or default of a counterparty with which
       that Sub-Fund trades, which could result in substantial losses to that Sub-Fund.

       A Sub-Fund will also be exposed to a credit risk on parties with whom it trades
       securities, and may also bear the risk of settlement default, in particular in
       relation to debt securities such as bonds, notes and similar debt obligations or
       instruments. Investors should also note that settlement mechanisms in emerging
       markets are generally less developed and reliable than those in more developed
       countries and that this therefore increases the risk of settlement default, which
       could result in substantial losses for that Sub-Fund in respect to investments in
       emerging markets. Investors should also note that the securities of small
       capitalisation companies as well as the securities of companies domiciled in
       emerging markets are less liquid and more volatile than more developed stock
       markets and this may result in fluctuations in the price of the Units.

(x)    Emerging Markets Risk
       A Sub-Fund may invest in equity securities of companies in emerging markets.
       Such securities may involve a high degree of risk and may be considered
       speculative. Risks include (i) greater risk of expropriation, confiscatory taxation,
       nationalization, and social, political and economic stability; (ii) the small current
       size of the markets for securities of emerging markets issuers and the currently
       low or non-existent volume of trading, resulting in lack of liquidity and in
       price volatility, (iii) certain national policies which may restrict that Sub-Fund’s
       investment opportunities including restrictions on investing in issuers or


                                         12
            industries deemed sensitive to relevant national interests; and (iv) the absence
            of developed legal structures governing private or foreign investment and private
            property.

      Potential investors should also be aware that investments of the underlying funds into
      which any of the Sub-Funds may feed may also be subject to the risks highlighted above.

      The above should not be considered to be an exhaustive list of the risks which potential
      investors should consider before investing into the Sub-Funds. Risks specific to an
      individual Sub-Fund are set out in the relevant Appendix to that Sub-Fund. Potential
      investors should be aware that an investment in any of the Sub-Funds may be exposed
      to other risks of an exceptional nature from time to time.


9.    SUBSCRIPTION AND ISSUE OF UNITS

9.1   Applications for Units may be made to the Manager or to any agent or distributor
      appointed by the Manager on the application form accompanying this Prospectus or,
      if applicable, through the automated teller machines (“ATMs”) of such banks as the
      Manager may from time to time designate or through such other means as the Manager
      may from time to time designate. An application form must be accompanied by a
      copy of the applicant’s identity card/passport/other identification.

      Investors may purchase Units with cash or SRS monies (in respect of Units in the
      PRU Monthly Income Plan and Yield 15) and with cash (in respect of Units in the
      Yield 20). Cash applications will only be accepted on a cleared funds basis in the base
      currency of the relevant Sub-Fund. Investors who wish to subscribe for Units using
      their SRS should instruct the relevant SRS Operator (as the case may be) to withdraw
      the purchase monies from the relevant account for the settlement of the Unit
      subscription.

      For compliance with anti-money laundering laws and guidelines, the Manager or its
      approved distributors reserve the right to request such information as is necessary to
      verify the identity of an applicant.

9.2   The minimum initial subscription and minimum subsequent subscription amounts
      The minimum initial and subsequent subscription amounts for each Sub-Fund are
      set out in the relevant Appendix relating to that Sub-Fund.

9.3   Initial Issue Price and Initial Offer Period
      The initial offer period (the “Initial Offer Period”) and initial issue price of the Sub-
      Funds (where available) are set out in the relevant Appendix relating to that Sub-Fund.

9.4   Issue Price
      The Issue Price of any Units issued after the Initial Offer Period of a Sub-Fund which
      continues to accept subscriptions after its Initial Offer Period shall be determined in
      accordance with the manner set out in the relevant Appendix for that Sub-Fund.



                                             13
      The Manager may, in consultation with the Trustee and in accordance with the
      provisions of the Deed, make fixed price offers of Units in any Sub-Fund from time
      to time subsequent to the Initial Offer Period of that Sub-Fund.

      No certificates for Units will be issued.

      Any change to the method of determining the Issue Price will be effected with the
      consent of the Trustee, who will determine whether Holders should be informed of
      the change.

9.5   Pricing and Dealing Deadline
      The Manager administers the Sub-Funds by stipulating the days on which transactions
      in Units are permitted, and the times by which (among other things) applications or
      instructions must be received for transactions in Units to take place as of a particular
      day or time.

      Applications received and accepted by the Manager or any other agent/distributor by
      the Dealing Deadline will be transacted on that day at that Dealing Day’s Issue Price.
      Applications received and accepted by the Manager or any other agent/distributor
      after the Dealing Deadline or on a day which is not a Dealing Day, where allowed,
      will be transacted on the next Dealing Day.

      The “Dealing Deadline” and”“Dealing Day” applicable to each Sub-Fund in
      connection with the issuance and (where applicable) switching and exchange of Units
      is defined in the relevant Appendix for that Sub-Fund.

      The Deed sets out the circumstances in which the issue of Units in any Sub-Fund may
      be suspended. The relevant provisions are summarised in paragraph 15 of this Prospectus.

9.6   How the number of Units issued to an investor is determined - Example
      The number of Units to be issued to an investor in a Sub-Fund in respect of any
      Investment Sum paid by the investor is the number of Units (including fractions)
      obtained by dividing the Investment Sum (less the Subscription Fee and Transactions
      Adjustments, if any) by the Issue Price. The number of Units issued will be rounded
      to the nearest three decimal places (or such other number of decimal places or such
      other method of rounding as the Manager may from time to time determine with the
      approval of the Trustee). The Manager and/or distributor shall be entitled to retain
      the Subscription Fee for its own benefit.

      The following is an example of the number of Units an applicant will acquire based
      on an Investment Sum of S$1,000 and a notional Issue Price of S$1.00:

          S$1,000   -    S$50      =   S$950     ÷    $1.00                                 =      950Units
           Gross      Subscription Net Investment   Notional                                      Number of
      Investment Sum Fee of 5%*         Sum        Issue Price                                    Units issued

      *Based on the subscription fee applicable to the PRU Monthly Income Plan. Potential investors should note
      that the subscription fee applicable to investments in the other Sub-Funds is currently zero (as at the date of
      this Prospectus).


                                                       14
9.7   Confirmation of purchase
      An investor who invests in a Sub-Fund shall be sent confirmation of his/her purchase
      within 14 Business Days from the date of receipt and acceptance of his/her application
      and the application monies by the Manager.


10.   REGULAR SAVINGS PLAN
      Holders of Units in a Sub-Fund may participate in any regular savings plans (“RSP”)
      established for that Sub-Fund (subject to meeting the relevant minimum holding and
      minimum investment sum required in respect of that particular RSP).

      Details on the availability of a regular savings plan in respect of a Sub-Fund as well as
      the relevant minimum holding and minimum investment sum required is set out in
      the relevant Appendix for that Sub-Fund.

      The RSP sum will be debited from the account indicated on the relevant RSP
      transaction form on the 20th Business Day of the relevant month or on such other
      date as the Manager may determine and Units will be allotted within three days of
      deduction of the monthly contribution or such other date as the Manager may
      determine.

      In the event that the debit is unsuccessful, no investment will be made for that month.
      No notification relating to the unsuccessful debit will be sent to Holders. After 2
      consecutive unsuccessful debits, the RSP will be terminated and no notification of
      such termination will be sent to the relevant Holders.

      An investor may terminate his/her participation in the RSP without penalty upon
      giving not less than 30 days’ notice in writing to the Manager or any distributors
      from whom they applied for the RSP (with their full particulars). The Manager reserves
      the right to terminate or suspend the RSP at any time in its absolute discretion by
      giving at least 30 days’ notice to the affected investors.

      The Manager shall not assume any liability for any losses attributable to a Holder’s
      participation in the RSP.


11.   REALISATION OF UNITS

11.1 How Units may be realised
     Investors may realise their Units in a Sub-Fund on any Dealing Day. Requests for
     realisation of Units may be made via realisation forms which may be obtained from
     the Manager or any other agent/distributor as the Manager may appoint from time to
     time.

      A Holder can realise Units in full or partially on any Dealing Day by submitting to
      the Manager or any of its approved distributors, a duly signed written instruction or
      by completing a realisation form. In order for a request for realisation to be effected
      on a particular Dealing Day, it must be received by the Manager not later than the


                                             15
      applicable Dealing Deadline for realisation failing which such request shall be treated
      as having been received on the next Dealing Day. A Holder will receive a confirmation
      note showing details of the sale within 14 Business Days of the relevant Dealing Day.

      The “Dealing Deadline” and”“Dealing Day” applicable to each Sub-Fund in
      connection with the realisation and (where applicable) switching and exchange of
      Units is defined in the relevant Appendix for that Sub-Fund.

      Subject to the right to cancel their purchase agreements during the Cancellation Period
      (as defined in paragraph 13.1 below), investors shall not be entitled to realise any
      Units in a Sub-Fund during the Initial Offer Period of that Sub-Fund.

11.2 Minimum holding amount and minimum realisation amount
     A Holder shall not be entitled to realise part only of his/her holding of Units in any
     Class or Sub-Fund (as the case may be) if, as a consequence of such realisation, his/
     her holding in the relevant Class of a Sub-Fund or a Sub-Fund would be reduced to
     less than the Minimum Holding. Where any realisation request would result in the
     Holder holding less than the Minimum Holding, the Manager shall require such Holder
     to realise all of his/her holding of Units.

      The Minimum Holding and Minimum Realisation Amount applicable to each Sub-
      Fund is set out in the relevant Appendix relating to that Sub-Fund.

      Presently, no Holder may realise less than the applicable Minimum Realisation Amount
      in each request or realise part of his/her holding if this would result in a holding of
      less than the Minimum Holding applicable to the relevant Sub-Fund.

      The Manager may, with a view to protecting the interests of all Holders of a Sub-
      Fund and with the approval of the Trustee, limit the total number of Units which
      Holders may realise on any Dealing Day to 10% of the total number of Units then in
      issue (disregarding any Units which have been agreed to be issued). Such limitation
      shall be applied pro rata to all Holders who have validly requested realisations on such
      Dealing Day.

      Realisations of Units may be suspended in the situations described in paragraph 15 of
      this Prospectus.

11.3 Pricing and Dealing Deadline
     Requests for realisation of Units in respect of any Sub-Fund received by the Manager
     or any of its agent/distributor by way of realisation form or any means of realisation
     by the applicable Dealing Deadline will be transacted on that day at that Dealing
     Day’s realisation price. Requests received by the Manager after the applicable Dealing
     Deadline or on a day not being a Dealing Day, where allowed, will be transacted on
     the next Dealing Day.

      Units are realised on a forward pricing basis. Therefore, the realisation price cannot
      be calculated at the time of request. The realisation price is based on the net asset
      value of the relevant Class or Sub-Fund (as the case may be) at such point of time as


                                             16
      the Manager may determine on the day following the relevant Dealing Day (i.e. the
      close of the last relevant stock exchange).

      Any change to the method of determining the realisation price will be effected with
      the consent of the Trustee, who will determine whether Holders should be informed
      of the change.

      If a Holder is resident outside Singapore, the Manager shall be entitled to deduct
      from the total amount which would otherwise be payable on the purchase from the
      Holder an amount equal to the excess of the expenses actually incurred over the amount
      of expenses which would have been incurred if the Holder had been resident in
      Singapore.

11.4 Numerical example
     The following is an example of the amount of the realisation proceeds due to a Holder
     who realizes 1,000 Units based on a notional realisation price of S$0.95. The amount
     of the proceeds due to a Holder is the sum obtained by multiplying the notional
     realisation price of S$0.95 by 1,000.

      Example:
           1,000 Units                x             $0.95             =                    S$950
          Units realised                  Notional Realisation Price*               Realisation proceeds

      * There is currently no Realisation Fee for all the Sub-Funds (as at the date of this Prospectus)

      The Manager shall despatch the amount due to the Holder with respect to the
      realisation as soon as practicable and in any case within 4 Business Days for bond and
      money market schemes and within 6 Business Days for other types of schemes (or
      such other period as may be permitted by the Authority) from the date of receipt and
      acceptance of the realisation form by the Manager unless the realisation of Units has
      been suspended in accordance with the events set out in paragraph 15 of this Prospectus.


12.   SWITCHING AND EXCHANGE OF UNITS

12.1 Where allowed by the Manager, Holders of Units in a Sub-Fund (the “Original Sub-
     Fund”) may switch all or any of the Units of the Original Sub-Fund to Units of
     another Sub-Fund or exchange all or any of the Units of the Original Sub-Fund into
     another sub-fund under any other unit trust umbrellas managed by the Manager (the
     “New Sub-Fund”) subject to the following:

      (i)    no switching or exchange of Units may be made which would result in a Holder
             holding less than the minimum holding of either the Original Sub-Fund or the
             New Sub-Fund;

      (ii)   Units purchased with SRS monies may only be switched or exchanged to Units
             in a New Sub-Fund which may be purchased with SRS monies; and



                                                       17
      (iii)   the minimum amount required to switch into or out from a Sub-Fund or to
              exchange is the minimum holding of the New Sub-Fund.

12.2 Holders will have to give the Manager a notice of switching or exchange (as the case
     may be) in such form as the Manager may require in order to effect the switch or
     exchange. If the relevant notice is received by the Manager before the dealing deadline
     applicable to a common dealing day (i.e. a day which is a dealing day for both the
     Original Sub-Fund and the New Sub-Fund), the switch or exchange shall be made on
     that common dealing day. If the notice is received on a day which is not a common
     dealing day or is received after the applicable dealing deadline, the switch or exchange
     will be made on the next common dealing day.

12.3 The switching or exchange (as the case may be) will be effected according to the
     provisions of the Deed and Units in the New Sub-Fund will be issued based on the
     formula provided in the Deed.

12.4 Where the Holder makes a switch or exchange of a Unit (as the case may be), the
     Manager shall be entitled to charge a Switching Fee or Exchange Fee as set out in the
     “Fees and Charges” section in the Appendices relating to the Sub-Funds.

12.5 Investors should refer to the relevant Appendix for details on the switching and
     exchange policy in respect of each Sub-Fund as well as details on inter-class switches
     in respect of Sub-Funds with two or more Classes established.


13.   CANCELLATION OF SUBSCRIPTION FOR UNITS

13.1 Subject to Clause 14A of the Deed and to the terms and conditions for cancellation of
     subscription in the cancellation form to be provided together with the application
     form for Units, every Holder shall have the right by notice in writing delivered to the
     Manager or its authorized agents to cancel his/her subscription for Units in any Sub-
     Fund within 7 calendar days (or such longer period as may be agreed between the
     Manager and the Trustee or such other period as may be presecribed by the Authority)
     from the date of his/her initial subscription (the “Cancellation Period”).

13.2 A Holder may choose to realise his/her Units under paragraph 11 of this Prospectus
     instead of cancelling his/her purchase agreement but should note that he/she will not
     be able to enjoy the benefits of a cancellation under this paragraph 13 if he/she chooses
     to realise his/her Units (i.e. there will be no refund of the Subscription Fee and the
     prevailing Realisation Fee may be imposed) and the realisation proceeds may be lower
     than the cancellation proceeds if the appreciation in the value of the Units is less than
     the Subscription Fee.

      Investors should refer to the terms and conditions for cancellation of subscription
      attached to the cancellation form before purchasing Units in any Sub-Fund.




                                             18
14.   OBTAINING PRICES OF UNITS
      The indicative issue and realisation prices of Units of the Sub-Funds are published in
      The Straits Times, The Business Times and Today. The actual prices will normally be
      available 2 Business Days after each relevant Dealing Day (subject to the publication
      policies of the relevant publisher) and as such, may not represent the actual prices at
      which Units will be issued or realised.

      The Manager shall not be responsible for any errors in the published prices or for any
      late or non publication of the prices attributable to the publishers.


15.   SUSPENSION OF DEALINGS

15.1 The Manager or the Trustee may, with the prior written approval of the other, suspend
     the issue, realisation and valuation of Units in relation to any Sub-Fund during: -

      (i)    any period when the Recognised Stock Exchange on which any investments of
             the Deposited Property of that Sub-Fund for the time being are listed or dealt
             in is closed (otherwise than for public holidays) or during which dealings are
             restricted or suspended or, where applicable, any period when dealings in any
             of the underlying funds of that Sub-Fund are restricted or suspended;

      (ii)   the existence of any state of affairs which, in the opinion of the Manager and
             the Trustee might seriously prejudice the interests of the Holders as a whole or
             of the Deposited Property (whether of a Sub-Fund or the Fund);

      (iii) any breakdown in the means of communication normally employed in
            determining the price of any of such investments or the current price on that
            Recognised Stock Exchange or when for any reason the prices of any of such
            investments cannot be promptly and accurately ascertained;

      (iv)   any period when remittance of money which will or may be involved in the
             realisation or such investments or in the payment for such investments cannot,
             in the opinion of the Manager and the Trustee, be carried out at normal rates of
             exchange;

      (v)    during any period when, in the opinion of the Manager, the transfer of funds
             which will or may be involved in the realisation of any material proportion of
             the investments for the time being constituting the Deposited Property of that
             Sub-Fund cannot be effected promptly at normal rates of exchange;

      (vi)   any period when the dealing of Units is suspended pursuant to any order or
             direction issued by the Authority; or

      (vii) any 48 hour period (or such longer period as may be agreed between the Manager
            and the Trustee) prior to the date of any meeting of Holders (or any adjourned
            meeting thereof ).



                                             19
15.2 Such suspension shall take effect forthwith upon the declaration in writing thereof to
     the Trustee by the Manager (or, as the case may be, to the Manager by the Trustee)
     and shall terminate on the day following the first Business Day on which the condition
     giving rise to the suspension shall have ceased to exist and no other condition under
     which such suspension is authorised under paragraph 15.1 above shall exist upon the
     declaration in writing thereof by the Manager (or, as the case may be, the Trustee).
     Any payment for any Units realised before the commencement of any such suspension
     but for which payment has not been made before the commencement thereof may, if
     the Manager and the Trustee so agree, be deferred until immediately after the end of
     such suspension.


16.   PERFORMANCE OF THE SCHEME

16.1 The performance details of each Sub-Fund are set out in the relevant Appendix for
     that Sub-Fund.


17.   SOFT DOLLAR COMMISIONS/ ARRANGEMENTS
      The Manager and, where applicable, the investment manager of the underlying funds
      of any Sub-Fund (together, the “Relevant Parties”) currently do not receive soft-dollar
      commissions in respect of the Fund, the Sub-Funds or the underlying fund but may
      be entitled to receive and/or enter into soft-dollar commissions/arrangements in respect
      of the Fund, the Sub-Funds or underlying funds (as the case may be). The Relevant
      Parties will comply with applicable regulatory and industry standards on soft-dollars.
      The soft-dollar commissions/arrangements shall include specific advice as to the
      advisability of dealing in, or as to the value of any investments, research and advisory
      services, economic and political analyses, portfolio analyses including valuation and
      performance measurements, market analyses data and quotation services, computer
      hardware and software or any other information facilities to the extent that they are
      used to support the investment decision making process, the giving of advice, or the
      conduct of research or analysis and custodial service in relation to the investments
      managed for clients.

      Soft-dollar commissions/arrangements shall not include travel, accommodation,
      entertainment, general administrative goods and services, general office equipment
      or premises, membership fees, employees’ salaries or direct money payment.

      The Relevant Parties shall not accept or enter into soft-dollar commissions/
      arrangements unless (a) such soft-dollar commissions/arrangements would reasonably
      assist the Relevant Party concerned in the management of the Fund, the Sub-Funds
      or the underlying funds (b) the Relevant Party shall ensure at all times that transactions
      are executed on the best available terms taking into account the relevant market at the
      time for transactions of the kind and size concerned, and (c) no unnecessary trades
      are entered into in order to qualify for such soft-dollar commissions/arrangements.




                                              20
18.   CONFLICTS OF INTEREST
      The Manager and the Trustee may own, hold, dispose or otherwise deal with Units as
      though they were not parties to the Deed. In the event of any conflict of interest
      arising as a result of such dealing, the Manager and the Trustee, following consultation,
      shall resolve such conflict in a just and equitable manner as they deem fit which
      would not prejudice the interests of Holders. The Manager and the Trustee shall
      conduct all transactions with or for the Fund and Sub-Funds on an arm’s length basis.

      The Manager and the Trustee and their respective Associates (collectively the “Parties”)
      are or may be involved in other financial, investment and professional activities which
      may on occasion cause conflict of interest with the management of the Sub-Funds.
      These include management of other funds, purchases and sales of securities, investment
      and management counselling, brokerage services, trustee and custodial services and
      serving as directors, officers, advisers or agents of other funds or other companies,
      including companies in which the Sub-Funds may invest. Each of the Parties will
      respectively ensure that the performance of their respective duties will not be impaired
      by any such involvement that they might have. In the event that a conflict of interest
      does arise, the Parties shall endeavour to ensure that it is resolved fairly and in the
      interest of Holders.


19.   REPORTS
      The financial year-end of the Fund is 31 December. The annual report and annual
      audited accounts in relation to the Sub-Funds shall be prepared and sent to the relevant
      Holders within 3 months of the period to which the report and accounts relate (or
      such other period as may be permitted by the Authority). The semi-annual report and
      semi-annual accounts will be prepared and sent within 2 months of the period to
      which the report and accounts relate (or such other period as may be permitted by the
      Authority).


20.   QUERIES AND COMPLAINTS
      All enquiries and complaints about any of the Sub-Funds or the Fund should be directed
      to the Manager at (65) 6538 1313.


21.   OTHER MATERIAL INFORMATION

21.1 Information on investment
     Holders will receive a statement in relation to each quarter showing the value of their
     investment in the relevant Sub-Funds and any transactions during that quarter.
     Additional statements will also be provided to Holders at the end of any month in
     which there are transactions.




                                             21
21.2 Exemptions from liabilities

     (i)     Reliance on documents
             Neither the Manager nor the Trustee shall incur any liability in respect of any
             action taken or thing suffered by them in reliance upon any notice, resolution,
             direction, consent, certificate, affidavit, statement, certificate of stock, plan or
             reorganisation or other paper or document believed to be genuine and to have
             been passed, sealed or signed by the proper parties.

     (ii)    Impossible Acts to carry out
             Neither the Manager nor the Trustee shall incur any liability to the Holders for
             doing or (as the case may be) failing to do any act or thing which by reason of
             any provision of any present or future law or regulation made pursuant thereto,
             or of any decree, order or judgment of any court of competent jurisdiction, or
             by reason of any request, announcement or similar action (whether of binding
             legal effect or not) which may be taken or made by any person or body acting
             with or purporting to exercise the authority of any government (whether legally
             or otherwise) either they or either of them shall be directed or requested to do
             or perform or to forbear from doing or performing. If for any reason it becomes
             impossible or impracticable to carry out any of the provisions of the Deed neither
             the Manager nor the Trustee shall be under any liability therefor or thereby.

     (iii)   Authenticity
             Neither the Manager nor the Trustee shall be responsible for the authenticity of
             any signature or any seal affixed to any instrument of transfer or form of
             application, endorsement or other document affecting the title to or transmission
             of Units or be in any way liable for any forged or unauthorised signature on or
             any seal affixed to such endorsement, instrument of transfer or other document
             or for acting or giving effect to any such forged or unauthorised signature or
             seal. The Manager and the Trustee respectively may nevertheless require that
             the signature of any Holder or Joint Holder to any document required to be
             signed by him/her under or in connection with the Deed shall be verified to
             their reasonable satisfaction.

     (iv)    None responsible for acting upon defective resolutions
             Neither the Manager nor the Trustee shall incur any liability for the consequences
             of acting upon any resolution purported to have been passed at any meeting of
             Holders duly convened and held in accordance with the provisions contained
             in the Schedule 3 of the Deed in respect whereof minutes have been made and
             signed even though it may be subsequently found that there was some defect in
             the constitution of the meeting or the passing of the resolution or that for any
             reason the resolution was not binding on the Holders.

     (v)     Additional indemnity
             Any indemnity expressly given to the Manager or the Trustee in the Deed is in
             addition to and without prejudice to any indemnity allowed by law provided
             that no provision in the Deed shall in any case where the Trustee or the Manager



                                               22
             have failed to show the degree of care and diligence required of them as trustee
             and manager, exempt them or indemnify them against any liability for breach
             of trust.

      (vi)   Managers and Trustee may act separately
             Nothing herein contained shall be construed so as to prevent the Manager and
             the Trustee in conjunction or the Manager or the Trustee separately from acting
             as manager or trustee of trusts separate and distinct from the Fund.

21.3 Holders’ right to vote
     Holders shall be entitled to vote in such manner and on such issues as provided for in
     the Deed.

21.4 Termination of the Fund/Sub-Funds/Class
     The Fund, any Sub-Fund or any Class of a Sub-Fund may be terminated by the
     Manager, Trustee or Holders in certain circumstances. A Sub-Fund may also be
     terminated by the Manager, by notice in writing, if in the opinion of the Manager it
     becomes impracticable or inadvisable to continue the Sub-Fund in the interest of the
     Holders.

      Investors should refer to the Deed for further information with respect to the events
      of termination and the manner in which the Fund, any Sub-Fund or Class may be
      terminated.




                                             23
                             GLOSSARY OF TERMS


“Associate”       means and includes any corporation which in relation to the person
                  concerned (being a corporation) is a holding company or a subsidiary
                  of any such holding company or corporation (or a subsidiary of a
                  corporation) of which at least one-fifth of the issued equity share capital
                  of which is beneficially owned by the person concerned or an Associate
                  thereof under the preceding part of this definition. Where the person
                  concerned is an individual or firm or other unincorporated body, the
                  expression “Associate” means and includes any corporation directly or
                  indirectly controlled by such person

“Auditors”        means the auditors for the time being of the Fund

“Authority”       means the Monetary Authority of Singapore

“Business Day”    means any day (other than a Saturday or Sunday) on which commercial
                  banks are open for business in Singapore or any other day as the Manager
                  and the Trustee may agree in writing

“Capital Account” the account into which all net capital gains redeemed on the sale of
                  Investments of any Sub-Fund is paid into

“corporation”     shall have the meaning ascribed thereto in the Companies Act

“CPF”             means the Central Provident Fund

“Dealing Day”     in connection with the issuance, cancellation, realisation, switching or
                  exchange of Units of a Sub-Fund, means such days as specified in the
                  relevant Appendix for that Sub-Fund

“Dealing          in relation to a subscription, realisation, switching or exchange of Units
Deadline”         of a Sub-Fund, means such time on the relevant Dealing Day as specified
                  in the relevant Appendix for that Sub-Fund

“Deed”            means the trust deed dated 10 January 2005 as it may be amended or
                  modified from time to time in accordance with the provisions of the
                  Deed and shall include any deed supplemental thereto executed in
                  accordance with the provisions thereof

“Deposited        means all of the assets for the time being comprised in a Sub-Fund or
Property”         deemed to be held upon the trusts of the Deed for account of a Sub-
                  Fund excluding any amount for the time being standing to the credit of
                  the Distribution Account of a Sub-Fund




                                           24
“Distribution     means the account into which an appropriate amount deemed fit by the
Account”          Manager for distribution is deposited which amount shall be transferred
                  out of the Income Account and/or Capital Account of a Sub-Fund

“Duties and       means all stamp and other duties, taxes, governmental charges,
Charges”          brokerage, commissions, bank charges, transfer fees, registration fees
                  and other duties, taxes, charges and fees whether in connection with:-

                  (a)   the   constitution of the relevant Deposited Property; or
                  (b)   the   increase or decrease of the Deposited Property; or
                  (c)   the   issue, creation, sale or re-purchase of Units; or
                  (d)   the   sale or re-purchase of Authorised Investments,

                  or otherwise, which may have become or may be payable in respect of,
                  prior to or upon the occasion of the transaction or dealing in respect of
                  which the same are payable, but does not include any commission payable
                  to agents on a sale or re-purchase of Units

“Foreign Quoted   means any Investment which is for the time being quoted, listed on
Investment”       or dealt on a Recognised Market outside Singapore

“Fund”            means the umbrella unit trust scheme constituted by the Deed and
                  known as the Prudential Funds or by such other name as may be provided
                  for by the Managers (with the approval of the Trustee)

“Gold”            means gold certificates, gold savings accounts and physical gold of at
                  least 999 fineness

“Holder”          in relation to a Unit means the person for the time being entered in the
                  Register as the holder of that Unit and includes persons so entered as
                  Joint Holders

“Income”          means all dividends, interest and other receipts (including taxation
                  repayments) considered by the Manager, after consulting the Auditors,
                  to be in the nature of income

“Income Account” means the account into which all Income is paid

“Investment”      means any share, stock, bond, note, debenture, debenture stock, warrant,
                  option, securities, unit or sub-unit in a unit trust scheme, participation
                  in a mutual fund or similar scheme, loan convertible into security, money
                  market instrument, loan stock, certificate of deposits, deposits,
                  commercial paper, promissory notes, Gold, treasury bills, fixed and
                  floating rate instruments, bankers’ acceptance, derivative instruments
                  including index future and forward currency exchange contract, swap,
                  cap, collar, floor, sale and repurchase transaction or other derivatives or
                  financial transaction or instruments or any other security which may be
                  selected by the Manager subject to the approval of the Trustee for the


                                             25
                    purpose of investment of any Deposited Property or which may for the
                    time being form part thereof

“Investment Sum” means the amount paid or to be paid to the Manager or any of its
                 approved distributors by an applicant (whether or not already the Holder
                 of other Units) for the purpose of investing in the Units of a Sub-Fund

“Issue Price”       means the price at which the Units are issued in accordance with
                    paragraph 9.4 of this Prospectus

“Joint Holders”     means persons not exceeding two in number for the time being entered
                    in the Register as joint holders of a Unit and who shall hold the Units
                    either as Joint-All Holders or Joint-Alternate Holders

“Joint-All Holders” means Joint Holders whose mandate the Manager and Trustee shall act
                    upon only if given by both of such Joint Holders

“Joint-Alternate    means Joint Holders whose mandate the Manager and Trustee shall
Holders”            act upon if given by either of such Joint Holders

“Management Fee” means any amount to which the Manager may become entitled pursuant
                 to the Deed for managing the Fund or a Sub-Fund

“Manager”           Prudential Asset Management (Singapore) Limited and its successors as
                    manager which shall be approved by the Authority and shall be the holder
                    of the relevant licences required by applicable laws, regulations or practice
                    directions issued by any regulatory authority from time to time

“month”             means a calendar month of a year

“Quoted             means any SGX-ST Investment, SESDAQ Investment or Foreign
Investment”         Quoted Investment

“Realisation Fee”   in relation to Units in a Sub-Fund, means a charge upon the realisation
                    of a Unit of such percentage of the realisation proceeds as may from
                    time to time be fixed by the Manager generally or in relation to any
                    specific transaction or class of transaction for a Sub-Fund and shall not
                    exceed the maximum charge as stated in the Prospectus

“Realisation Price” means the realisation price of Units calculated in accordance with the
                    Deed

“Recognised         means any stock exchange or over the counter market, any futures
Market”             exchange and any organised securities market which is open to the public
                    and on which securities are regularly traded, being in each case an
                    exchange or market in any part of the world (including SGX-ST and
                    SESDAQ) and in relation to any particular Investment includes any



                                              26
                    responsible firm, corporation or association in any country in the world
                    so dealing in the Investment as to be expected generally to provide, in
                    the opinion of the Manager, a satisfactory market for the Investment
                    and is approved by the Trustee and in such case the Investment shall be
                    deemed to be the subject of an effective permission to deal or be dealt
                    in on the market deemed to be constituted by such firm, corporation or
                    association

“Register”          the register of Holders of a Sub-Fund and “Registers” shall be construed
                    accordingly

“SESDAQ”            means the Singapore Exchange Securities Trading Dealing and
                    Automated Quotation System

“SESDAQ             means any Investment which is for the time being quoted on
Investment”         SESDAQ and which in the opinion of the Manager is regularly dealt in
                    on SESDAQ

“SGX-ST”            means the Singapore Exchange Securities Trading Limited

“SGX-ST             means any Investment which is for the time being quoted on the
Investment”         SGX-ST and which in the opinion of the Manager is regularly dealt in
                    on the SGX-ST

“Singapore Dollar means the lawful currency of the Republic of Singapore
or S$”

“SRS”               means the scheme referred to by the Ministry of Finance as the
                    Supplementary Retirement Scheme or such other scheme as shall replace
                    or supersede the Supplementary Retirement Scheme from time to time

“SRS Account”       means an account opened by an investor with a participating branch of
                    a designated SRS Operator for the purpose of an investment under the
                    SRS and “SRS Account” shall be construed accordingly

“SRS Operator”      means any of the designated banks as appointed by the Ministry of
                    Finance from time to time to operate SRS Accounts

“Sub-Funds”         means the sub-funds listed in paragraph 5.1 of this Prospectus and “Sub-
                    Fund” means any one of them (as the case may be)

“Subscription Fee” in relation to a Sub-Fund means a charge upon the issue of Units of
                   such percentage of the gross Investment Sum as the Manager may from
                   time to time determine generally or in relation to any specific transaction
                   or class of transactions for a Sub-Fund and shall not exceed the maximum
                   limit as stated in the Prospectus




                                             27
“Transactions     in relation to the issue of a Unit of any Sub-Fund, means an adjustment
Adjustment”       of up to such amount (if any) as the Manager determines represents the
                  Duties and Charges which would have been payable in purchasing the
                  Investments constituting the relevant Deposited Property for the account
                  of that Sub-Fund as at the Valuation Point divided by the number of
                  Units of that Sub-Fund issued and deemed to be in issue as at that time
                  provided that it shall not exceed such percentage as the Manager and
                  the Trustee may from time to time agree; and in relation to the
                  cancellation and realisation of a Unit, an adjustment of up to such
                  amount (if any) as the Manager determines represents the Duties and
                  Charges which would have been payable in selling the Investments
                  constituting the relevant Deposited Property for the account of that
                  Sub-Fund as at the Valuation Point divided by the number of Units of
                  that Sub-Fund in issue and deemed to be in issue as at that time provided
                  that it shall not exceed such percentage as the Manager and the Trustee
                  may from time to time agree. Such expression in the context of a given
                  date shall refer to the amount or amounts so determined by the Manager
                  and applicable on that date

“Trustee”         means Dexia Trust Services Singapore Limited or its representative or
                  any other corporation for the time being a duly appointed trustee

“Trustee’s Fee”   shall mean the fee payable to the Trustee pursuant to the Deed for its
                  services as Trustee

“Unit(s)”         means an undivided share in the Deposited Property or the portion of
                  the Deposited Property attributable to a Sub-Fund; which includes a
                  fraction of a Unit truncated to three decimal places (or such other
                  number of decimal places as the Manager may from time to time
                  determine with the approval of the Trustee)

“Unquoted         means any Investment which is not quoted, listed or dealt on any
Investment”       Recognised Market

“US Dollar or     means the lawful currency of the United States of America
US$”

“Valuation Point” in relation to a Dealing Day of a Sub-Fund, such day and/or time
                  determined by the Manager with the approval of the Trustee and the
                  Manager shall notify the Holders of any change if so required by the
                  Trustee

“Value”           with reference to any Deposited Property or any part thereof, or with
                  reference to any Investment comprised or to be comprised in any
                  Deposited Property, its net asset value or its value respectively as
                  determined in accordance with the Deed

“Year”            means a calendar year


                                          28
                     Appendix 1 – PRU Monthly Income Plan


This Appendix sets out fund details of the PRU Monthly Income Plan, a sub-fund under
the Fund (also referred to in this Appendix as the “Sub-Fund”), denominated in Singapore
Dollars. The name of the sub-fund, “PRU Monthly Income Plan”, should not be taken as
implying that monthly or regular distributions in respect of Units will be made.

The Manager is entitled, under the Deed, to establish different Classes of Units within the
Sub-Fund. The Manager has established the following two Classes of Units in respect of the
Sub-Fund:

(i)    Class A (annual payout)
(ii)   Class M (monthly payout)

The two Classes of Units have been established by the Manager for internal classification
purposes to enable the different frequency and amount of payouts and do not constitute
separate pools of assets. There are separate indicative net asset values in respect of both
Classes of Units.

1.     Investment Objective, Focus and Approach

1.1    Investment Objective and Policy
       The investment objective of the Sub-Fund is to seek to provide investors with regular
       income and capital growth by investing:

       (i)    30% to 70% of its assets into the Luxembourg domiciled International
              Opportunities Funds – US High Yield Bond; and

       (ii)   30% to 70% of its assets into the Luxembourg domiciled International
              Opportunities Funds – Asian Bond,

       (collectively, the “Underlying Funds”).

       The Sub-Fund may in addition, at the Manager’s absolute discretion, invest up to
       20% of its assets in any other Asia Pacific investments (including real estate investment
       trusts, dividend yielding equities and any other sub-funds of the International
       Opportunities Funds (the “IOF Umbrella Fund”), subject to the prior approval of
       the Authority where necessary).

       The IOF Umbrella Fund was established an open-ended investment company
       incorporated under the laws of the Grand Duchy of Luxembourg as a Societe Anonyme,
       which qualifies as a Societe d’ Investissement a Capital Variable, and is registered
       pursuant to Part I of the Luxembourg law of 30th March 1988 on collective investment
       undertakings. The Underlying Funds are sub-funds of the IOF Umbrella Fund. The
       Manager (as the investment manager of the Underlying Funds) currently intends to
       have the IOF Umbrella Fund remain registered pursuant to Part I of the Luxembourg
       law of 30th March 1988 for the next 12 months from the date of this Prospectus.


                                              29
      The International Opportunities Funds – US High Yield Bond invests in a diversified
      portfolio consisting primarily of high yeld bonds and other fixed income/debt securities
      denominated in US dollars, issued in the US market (including “Yankee” and “Global”
      bonds) rated below BBB-, where up to 20% of the above assets may be invested in
      investment grade securities (i.e. BBB- and above). Yankee bonds mean debt of foreign
      issuers issued in the US domestic market. Global bonds mean debt issued
      simultaneously in the eurobond and US domestic markets.

      The International Opportunities Funds – Asian Bond invests in a diversified portfolio
      consisting primarily of fixed income/debt securities issued by Asian entities or their
      subsidiaries. Its portfolio primarily consists of securities denominated in US dollars
      as well as the various Asian currencies and aims to maximize total returns through
      investing in fixed income/debt securities that are rated as well as unrated.

1.2   Distribution Policy for the Sub-Fund

      1.2.1   As part of the investment objective of the Sub-Fund, the Manager intends to
              make regular annual and monthly distributions for Class A and Class M
              respectively.

              For the first year of the Sub-Fund’s inception (i.e. 1 February 2005, which
              shall be dependent upon the Initial Offer Period of the Sub-Fund), the Manager
              intends to:

              (i)    distribute 5 cents per Class A Unit (i.e., 5% computed based on the
                     initial issue price of S$1.00), as of the Distribution Date in respect of
                     Class A; and

              (ii)   distribute monthly payments of 0.4 cents per Class M Unit (i.e., 0.4%
                     computed based on the initial issue price of S$1.00) in respect of the
                     first 11 calendar months and a payment of 0.6 cents per Class M Unit
                     (i.e. 0.6% computed based on the initial issue price of S$1.00) in respect
                     of the 12 th calendar month, as of the relevant Distribution Dates in
                     respect of Class M,

              where “Distribution Date” in respect of Class A shall be 31 January 2006 and
              in respect of Class M shall be the last Business Day of every calendar month
              or such other dates as the Manager may in its absolute discretion determine.
              The first Distribution Date in respect of Class M shall be 28 February 2005
              or such other date as the Manager may, with notification to the Trustee,
              determine.

              The annual and monthly distributions as described above shall be based on
              the number of Units held by each Holder as at the Distribution Date as
              evidenced by the Register of Holders in the Sub-Fund. For the avoidance of
              doubt, where a Distribution Date falls on a Dealing Day, Holders who realize,
              switch or exchange their Units or who submit a realization, switching or



                                              30
             exchange request on or before a Distribution Date will not be counted as a
             registered Holder in respect of the Units realized, switched or exchanged on
             that Distribution Date or as set out in the realization, switching or exchange
             request and therefore, will not receive the relevant distribution in relation to
             those Units.

     1.2.2   Subsequent distribution amounts and distribution dates in respect of Class A
             and Class M shall be determined by the Manager at the beginning of each
             financial year of the Sub-Fund.

     1.2.3   Distribution payments shall, at the sole discretion of the Manager, be made
             out of either (a) income; or (b) net capital gains; or (c) capital of the Sub-
             Fund or a combination of (a) and/or (b) and/or (c).

     1.2.4   Distributions will be payable to Holders within 30 days from the relevant
             Distribution Date. Investors may choose at the time of application for Units
             (subject to the distribution reinvestment policy of the relevant distributor) to
             either receive all (but not part) of the distributions in case or to have all (but
             not part) of the distributions reinvested in the Sub-Fund.

     Distributions are at the discretion of the Manager and there is no guarantee that any
     distribution will be made and if distributions are made, such distributions are not in
     any way a forecast, indication or projection of the future or likely performance/
     distribution of the Sub-Fund. The making of any distribution shall not be taken to
     imply that further distributions will be made. The Manager may also vary the frequency
     and/or amount of the distributions made.

     Investors should also note that distributions of the Sub-Fund may, in the event that
     income and net capital gains are insufficient, be made out of the capital of the Sub-
     Fund. In the event distributions are made out of the capital of the Sub-Fund, Holders
     will be notified accordingly of the proportion of the distribution which is made out of
     the capital of the Sub-Fund.

     When distributions are declared and paid out (including out of capital) with respect
     to the Sub-Fund, the net assets attributable to the relevant Class of Units will stand
     reduced by an amount equivalent to the product of the number of Units outstanding
     and distribution amount declared per Unit.


2.   Investment Manager of the Underlying Funds
     The Manager is also the investment manager of the Underlying Funds. The track
     record of the Manager is set out in paragraph 2.1 of the main body of this Prospectus.




                                             31
3.    Fees and Charges

3.1   The fees and charges payable by Holders in relation to the Sub-Fund are set out
      below:

       Fees payable by a Holder of the Sub-Fund
       Subscription Fee                  Currently 5%; maximum 5%
       Realisation Fee                   Currently nil; maximum 2%
       Switching Fee                     Currently 1%, maximum 3% in respect of switches
                                         between Class A and Class M*

      * The Manager may from time to time determine the Exchange Fee in respect of any exchanges (where
      allowed by the Manager) of all or any of the Units of the Sub-Fund to Units of another sub-fund under any
      other unit trust umbrellas managed by the Manager.

3.2   The fees and charges payable by the Sub-Fund and Underlying Funds are set out
      below: -

       Fees Payable by the Sub-Fund
       Annual Management Fee Currently 1.25%^; maximum 1.5% per annum
       Trustee’s Fee             Below 0.075% per annum; maximum 0.2% per annum
                                 (subject to a minimum of S$12,5000 per annum in
                                 respect of the Fund)
       Valuation Fee             Up to 0.04% per annum
       Fees Charged by the International Opportunities Funds – US High Yield Bond
       and Payable by the Sub-Fund
       Subscription Fee          Currently nil
       Realisation Fee           Currently nil
       Fees Charged by the International Opportunities Funds – Asian Bond and Payable
       by the Sub-Fund
       Subscription Fee          Currently nil
       Realisation Fee           Currently nil

      ^The Annual Management Fee indicated herein includes the management fee payable by the Underlying
      Funds to its investment manager.

4     Subscription

4.1   The minimum initial subscription and minimum subsequent subscription
      amounts
      The minimum initial and subsequent subscription amounts for the Sub-Fund are:

       Minimum initial subscription                              Class   A              S$1,000
                                                                 Class   M              S$10,000
       Minimum subsequent subscription                           Class   A              S$100
                                                                 Class   M              S$100

                                                     32
4.2   Issue Price
      As the Initial Offer Period of the Sub-Fund has closed, Units shall be issued on a
      forward pricing basis. Therefore, an investor may not know the issue price (the “Issue
      Price”) of the Units being subscribed for at the time his/her application is made.

      Units shall be issued on each Dealing Day at an Issue Price that is ascertained by the
      Manager by first determining the Value (as at the applicable Valuation Point in relation
      to the particular Dealing Day) of the relevant Class or Sub-Fund (as the case may be)
      represented by one Unit and truncating such amount to three decimal places (or such
      other number or such other method of calculation and adjustment as the Manager
      shall determine with the approval of the Trustee from time to time).

4.3   Dealing Deadline and Dealing Day
      The Dealing Deadline in respect of the Sub-Fund for subscriptions is 3 p.m. Singapore
      time on any Dealing Day.

      “Dealing Day”, in connection with the issuance, cancellation, realisation, switching
      and exchange of Units of the Sub-Fund, means every Business Day or such other day
      or days at such intervals as the Manager may from time to time determine with the
      prior consultation of the Trustee provided that reasonable notice of any such
      determination shall be given by the Manager to all Holders at such time and in such
      manner as the Trustee may approve.

      “Business Day” means any day (other than a Saturday or Sunday) on which commercial
      banks are open for business in Singapore or any other day as the Manager and the
      Trustee may agree in writing.

4.4   Distribution Reinvestment Mandate
      A Holder may at the time of an initial application for Units in the Sub-Fund (subject
      to the distribution reinvestment policy of the relevant distributor) make a request in
      writing (“a Distribution Reinvestment Mandate”) to elect for the automatic
      reinvestment of all (but not part) of the net amount of distributions to be received by
      him/her in the purchase of further Units of the Sub-Fund (including fractions of
      Units, if any). A Distribution Reinvestment Mandate once made shall apply to all of
      the Units then held by the same Holder at any particular time and such Distribution
      Reinvestment Mandate may only be withdrawn by the Holder giving the Manager
      not less than 30 days’ notice in writing prior to the date of any particular distribution.
      If a Holder has withdrawn the Distribution Reinvestment Mandate, the distribution,
      if any, to be made to such Holder shall be the relevant amount in cash available for
      distribution in respect of such Holder’s holding of Units.


5     Regular Savings Plan
      Holders of Units in the Sub-Fund may participate in the regular savings plan (“RSP”)
      for either Class A or Class M of the Sub-Fund. A Holder must have a minimum
      holding of 1,000 Units in respect of Class A or of 10,000 in respect of Class M or the
      number of Units which would have been purchased for S$1,000 and S$10,000
      respectively based on the Issue Price prevailing on the date of application to join the


                                              33
      RSP (or such other number of Units as the Manager may from time to time determine).
      A Holder may opt to invest a minimum sum of S$100 per month through GIRO
      payment (or such other amounts as the Manager may determine)(the “RSP sum”).


6     Realisation

6.1   Minimum holding amount and minimum realisation amount
      The minimum holding and realisation amounts for the Sub-Fund are set out below
      (or such other amounts as may from time to time be determined by the Manager
      upon giving prior written notice to the Trustee and as permitted by the Authority
      from time to time):

       Minimum holding             Class A        1,000 Units or such number of
       amount                                     Units as may be purchased for S$1,000
                                   Class M        10,000 Units or such number of
                                                  Units as may be purchased for S$10,000
       Minimum realisation         Class A        100 Units
       amount                      Class M        100 Units

6.2   Dealing Deadline and Dealing Day
      The Dealing Deadline in respect of the Sub-Fund for realisations is 3 p.m. Singapore
      time on any Dealing Day.

      “Dealing Day”, in connection with the issuance, cancellation, realisation, switching
      and exchange of Units of the Sub-Fund, means every Business Day or such other day
      or days at such intervals as the Manager may from time to time determine with the
      prior consultation of the Trustee provided that reasonable notice of any such
      determination shall be given by the Manager to all Holders at such time and in such
      manner as the Trustee may approve.

      “Business Day” means any day (other than a Saturday or Sunday) on which commercial
      banks are open for business in Singapore or any other day as the Manager and the
      Trustee may agree in writing.


7     Switching and Exchange

7.1   Switching and Exchange
      Switchings between sub-funds under the Fund are currently not available to Holders
      of the Sub-Fund. Holders may, where allowed by the Manager and on such terms
      and conditions as the Manager may impose, exchange all or any of the Units of the
      Sub-Fund into another sub-fund under any other unit trust umbrellas managed by
      the Manager.




                                             34
7.2   Inter-Class Switching
      Holders may switch Units of Class A to Units of Class M and vice versa by submitting
      to the Manager or any agents or distributors appointed by the Manager a duly signed
      written instruction or completed switching form. Any switching of Units will be subject
      to a Switching Fee (as set out in paragraph 3.1 of this Appendix) and such conditions
      as the Manager may in its discretion impose.


8     Performance of the Sub-Fund
      As the Sub-Fund is a newly established fund, a track record of at least one year is not
      available for the Sub-Fund at the date of registration of this Prospectus. The benchmark
      against which the performance of the Sub-Fund will be measured is the 12-month
      Singapore Dollar Fixed Deposit Rate.




                                             35
                                Appendix 2 – Yield 15


This Appendix sets out fund details of the Yield 15, a sub-fund under the Fund (also referred
to in this Appendix as the “Sub-Fund”), denominated in Singapore Dollars.

1.    Investment Objective, Focus and Approach

1.1   Investment Objective
      The investment objective of the Sub-Fund is to seek to provide investors with:

      (i)    100% capital protection on the Maturity Date (as defined below); and

      (ii)   a payout of 3% of the Initial Offer Price per Unit held by each Holder as at
             each Anniversary Date (each referred to as a “Payout”)

      The Sub-Fund will operate for a fixed term (the “investment tenure”) commencing
      on 10 June 2005 (or such other date as may be determined by the Manager depending
      on the Initial Offer Period of the Sub-Fund)(the “Start Date”) and continue for a
      fixed period of ”5 years until 10 June 2010 (or if such date does not fall on a Business
      Day, the next Business Day)(“Maturity Date”) (or such other date as may be
      determined by the Manager depending on the Start Date).

      “Anniversary Date” means 10 June 2006, 10 June 2007, 10 June 2008, 10 June 2009
      (or if such dates do not fall on a Business Day, the next Business Day) and the Maturity
      Date (or such other dates as the Manager may determine from time to time).

      Investors should note that they would have to hold their investment in the Sub-Fund
      until the Maturity Date before they may benefit from the capital protection. If investors
      choose to realise their Units before the Maturity Date, the realisation price will be
      based on the prevailing net asset value per Unit which can vary according to market
      fluctuations and may be less than the capital protected amount.

      Investors should note that the 100% capital protection and the Payouts are not
      guaranteed and may vary as illustrated in the section headed “Illustration of how the
      quantum of the Payout may be affected upon the occurence of a Credit Event” in
      paragraph 1.2 below. Investors should carefully review the particular risks applicable
      to this Sub-Fund as set out in paragraph 3 of this Appendix before investing in the
      Sub-Fund.

1.2   Investment Focus and Approach
      The Manager intends to invest a substantial portion of the net assets of the Sub-Fund
      in Deutsche Bank AG (“Deutsche Bank”) arranged notes issued by R.A.S.A.
      (Repackaged Assets & Securities in Asia) Limited (“RASA Limited”; the notes shall
      be referred to as the “RASA Note”), a limited recourse special purpose vehicle
      incorporated in Singapore (on which the Trustee has confirmed having conducted
      due diligence checks). The RASA Note will be issued as part of a master note issuance
      program by RASA Limited (“RASA Notes Issuance Program”). The RASA Note is


                                              36
expected to have, as at its date of issue (the “Issue Date”), a minimum rating of “AA-”
by Standard & Poor’s or its equivalent. To provide liquidity for the RASA Note, Deutsche
Bank will quote an unwind price for the RASA Note at prevailing market prices.

RASA Limited shall invest the proceeds received from the issue of the RASA Note in
the purchase or subscription of high grade fixed income securities issued by at least
three different issuers, each of whom shall be rated at least “AA-” by Standard &
Poor’s or its equivalent. Part of such proceeds may also be placed in deposits with
financial institutions meeting the requisite credit ratings. Such securities shall form
the collateral (“Collateral”) for RASA Limited’s obligations under the derivative
transactions entered into with Deutsche Bank.

Should any of the ratings of the issuers of the Collateral and/or financial institutions
with whom deposits are placed fall below the levels required under the exceptions to
the single party rule for investments in structured products (as set out in Annex 1a of
the Code), the Manager shall take all necessary actions within the prescribed periods
to comply with the levels set out therein. The Manager will monitor the ratings of
the issuers of the Collateral on a periodic basis for the entire investment tenure of the
Sub-Fund.

The Collateral will not be available to meet any shortfall under any other notes issued
by RASA Limited. In the event there is no market for the Collateral, upon the
unwinding of the RASA Note, the Collateral will be delivered to the Trustee to be
held on trust for the Sub-Fund and will be sold by the Trustee when possible. The
Collateral will be delivered to the Trustee only after the relevant derivative transactions
have been unwound and the notional of the Collateral has been adjusted. Deutsche
Bank will have priority over noteholders to the Collateral in respect of the unwind
costs of the underlying derivative transactions.

Description of the derivative transactions

RASA Limited has entered into a portfolio credit default swap agreement (“Portfolio
Credit Default Swap”) with Deutsche Bank. The Portfolio Credit Default Swap is
linked to a reference portfolio of between 70-120 equally weighted credits (each a
“Reference Entity”), each of which shall be rated at least”“B-” by Standard & Poor’s
or its equivalent as at the Issue Date. An indicative list of Reference Entities from
which the final selection for the reference’portfolio will be made is set out in Annex
A. The composition of the reference portfolio will be ascertained as at the inception
date of the Sub-Fund. Investors may obtain the final list of Reference Entities
comprising the reference portfolio (as well as the prevailing actual exposure of each
Reference Entity) from the Manager’s website at www.prudential.com.sg/unittrusts
or any of its appointed distributors after the inception date of the Sub-Fund.

Investors should note that, depending on market conditions, the Manager may in its
absolute discretion substitute any of the Reference Entities in the final list provided
and/or vary the number of Reference Entities in the reference portfolio (within the
aforesaid range) during the investment tenure of the Sub-Fund from time to time.



                                        37
    The entry into the Portfolio Credit Default Swap results in RASA Limited assuming
    the risk of the occurrence of Credit Events1 in respect of the Reference Entities. RASA
    Limited receives a fee from Deutsche Bank for selling such credit protection. This fee
    will be used to enhance the return on the RASA Note by way of an Asset Swap Hedging
    Agreement entered into between RASA Limited and Deutsche Bank, as the asset swap
    hedging counterparty. The arrangements contemplated by the Asset Swap Hedging
    Agreement are intended to enable RASA Limited to meet its payment and other
    obligations under the RASA Note.

    Investors should note that Deutsche Bank, which is the entity that stands ready to
    quote an unwind price for the RASA Note, is also the swap counterparty of the
    derivative transactions forming part of the RASA Note.

    Loss protection level

    The tranche in the reference portfolio which RASA Limited has exposure to will have
    an initial loss protection level of 20% of the initial reference portfolio notional amount
    and a minimum credit assessment of at least “AA-” by Standard & Poor’s or its
    equivalent The maximum proportion of the credit losses incurred in the reference
    portfolio, exceeding the loss protection level, that can be passed on the the noteholder
    of the RASA Note is 2% of the initial reference portfolio notional amount.

    A.      Illustration of how the 20% loss protection works:

           1.      Portfolio with 100 Reference Entities
                   Assuming that the recovery rate for any Credit Event is 30% par value,
                   the number of Credit Events before the 100% capital protection and
                   Payouts are impacted is 29.

                    How number of Credit Events is calculated

                   Assuming that Reference Entity exposure: 1.00% of the initial reference
                   portfolio notional amount

                   Loss incurred for each Credit Event, assuming a 30% recovery rate: 1.00%
                   x (100% - 30%) = 0.70%

                   Number of Credit Events before the 100% capital protection and Payouts
                   are impacted: 20% / 0.70% = 29

           2.      Portfolio with 70 Reference Entities
                   Assuming that the recovery rate for any Credit Event is 30% par value,
                   the number of Credit Events before the 100% capital protection and
                   Payouts are impacted is 20.


1   A “Credit Event” means one or more of bankruptcy, failure to pay, obligation acceleration, obligation default,
    repudiation/moratorium or restructuring as defined in the Portfolio Credit Default Swap.




                                                     38
           How number of Credit Events is calculated

           Assuming that Reference Entity exposure: 1.43% of the initial reference
           portfolio notional amount

           Loss incurred for each Credit Event, assuming a 30% recovery rate: 1.43%
           x (100% - 30%) = 1.00%

           Number of Credit Events before the 100% capital protection and Payouts
           are impacted: 20% / 1.00% = 20

B.   Illustration of how the quantum of the Payout may be affected upon the
     occurence of a Credit Event
     Assuming a porfolio with 100 Reference Entities, the expected Payout per annum
     based on an investment of S$10,000 in the Sub-Fund (i.e. an investor holding
     10,000 Units based on the initial issue price of S$1.00) is S$300 (i.e. 3% x
     S$1.00 x 10,000 Units).

     1.    Assuming the occurence of 1 Credit Event
           Loss incurred for the Credit Event, assuming a 30% recovery rate:
           1.00% x (100% - 30%) = 0.70%

           Since the loss incurred is less than the 20% loss protection level, there
           will be no impact to the 100% capital protection and the expected Payout
           will remain at S$300.

     2.    Assuming the occurence of 28 Credit Events
           Loss incurred for 28 Credit Events, assuming a 30% recovery rate:
           1.00% x (100% - 30%) x 28 = 19.60%

           Since the loss incurred is less than the 20% loss protection level, there
           will be no impact to the 100% capital protection and the expected Payout
           will remain at S$300.

     3.    Assuming the occurence of 29 Credit Events
           Loss incurred for 29 Credit Events, assuming a 30% recovery rate:
           1.00% x (100% - 30%) x 29 = 20.30%

           As the loss incurred exceeds the 20% loss protection level, the capital
           protection and Payout will be reduced in the following manner:

           (i)   Reduced Capital Protected Amount:
                 100% - [(20.30% - 20.00%) / 2% x 100%] of the investment sum
                 = 85% of S$10,000 = S$8,500

           (ii) Reduced Payout for the relevant year: 3% x S$8,500 (i.e. the reduced
                capital protected amount) = S$255



                                    39
      For credit losses exceeding the loss protection level, the Payout on the next
      Anniversary Date, in respect of Units held, shall be based on the latest reduced
      capital protected amount.

      The above scenarios are provided for illustration purposes only and on the assumption
      that factors such as but not limited to the interest rates, exchange rates and the
      market value of the Collaterals remain unchanged.

      The assumed recovery rate2 of 30% is only an indicative percentage and the actual
      recovery rate may vary. The number of Credit Events which will result in a realised
      loss above the protection level will vary in accordance with the actual recovery rate (as
      determined by the calculation agent, in accordance with the Portfolio Credit Default
      Swap, upon the occurence of each Credit Event and will be notified to the Manager
      within 3 business days of any such determination). This number may also vary should
      any of the Reference Entities be substituted.

1.3   Payout Policy for the Sub-Fund
      The Payouts as described shall be based on the number of Units held by each Holder
      as at the Anniversary Date, as evidenced by the Register of Holders in the Sub-Fund.
      For the avoidance of doubt, where an Anniversary Date falls on a Dealing Day, Holders
      who realize, switch or exchange their Units or who submit a realization, switching or
      exchange request on or before an Anniversary Date will not be counted as a registered
      Holder in respect of the Units realized, switched or exchanged on that Anniversary
      Date or as set out in the realization, switching or exchange request and therefore, will
      not receive the relevant Payout in relation to those Units. The Payout will be payable
      to Holders within 30 days from the relevant Anniversary Date.

      There is no guarantee that any Payout will be made and if any Payout is made, such
      payout is not in any way a forecast, indication or projection of the future or likely
      performance of the Sub-Fund. The making of a Payout shall not be taken to imply
      that further payouts will be made. Investors should note that the amount of Payouts
      may vary.


2.    Fees and Charges

2.1   The fees and charges payable by Holders in relation to the Sub-Fund are set out
      below:

       Fees payable by a Holder of the Sub-Fund
       Subscription Fee                    Nil
       Realisation Fee                     Nil

2     “Recovery rate” means, with respect to the Reference Entity for which the Credit Event has occured, the
      arithematic mean of the bid quotations obtained by Deustche Bank, as calculation agent, from at least three
      dealers (provided that Deutsche Bank is one of the selected dealers) in accordance with the Portfolio Credit
      Default Swap.




                                                      40
2.2   The fees and charges payable by the Sub-Fund are set out below: -

       Fees Payable by the Sub-Fund
       Management Fee        Currently 5% and a maximum of 6% of the capital raised
                             during the Initial Offer Period of the Sub-Fund
       Trustee’s Fee            Currently below 0.075% per annum; maximum 0.2% per
                                annum (subject to a minimum of S$12,500 per annum in
                                respect of the Fund)

      Investors should note that all fees and charges payable by the Sub-Fund for its entire
      investment tenure will be deducted upfront as soon as practicable after the close of
      the Initial Offer Period of the Sub-Fund. As such, the net asset value per Unit of the
      Sub-Fund starting from the first Dealing Day will be reflective of this upfront
      deduction.

      Consequently, investors will have to bear total fees and charges for the entire investment
      tenure of the Sub-Fund even if they redeem their Units before the Maturity Date.


3     Risks specific to the Sub-Fund

3.1   Lack of diversification
      Investments of the Sub-Fund will be invested in compliance with the exception to the
      10% single party limit under the Appendix 1 of the Code (i.e. the Sub-Fund may
      invest up to one-third of its deposited property in debt securities issued by a
      corporation, government, government agency or supranational with a minimum long-
      term issuer rating of A by Fitch Inc, A by Moody’s or A by Standard and Poor’s
      (including such sub-categories or gradations therein) and/or place up to one-third of
      its deposited property in deposits with a financial institution with a minimum
      individual rating of B by Fitch Inc or a financial strength rating of B by Moody’s
      provided that not more than one-third of the value of the Sub-Fund will be invested
      in or placed with the same entity. The Sub-Fund may also invest beyond the one-
      third limit and up to 100% of its net asset value in debt instruments which are
      structured products issued or guaranteed by a government, government agency or
      supranational that has a minimum long-term issuer rating of AA by Fitch Inc, Aa by
      Moody’s or AA by Standard and Poor’s (including such sub-categories and gradations
      therein). The Sub-Fund may therefore be subject to a higher level of risk than portfolios
      diversifying their holdings across different issuers in accordance with the 10% single
      party limit.

3.2   Capital protection and Payouts not guaranteed
      The Sub-Fund is a capital protected fund and not a guaranteed fund. The capital
      protection for Units held until the Maturity Date and Payouts for Units held until
      the respective Anniversary Dates is provided by payouts on the RASA Note and not
      by any guarantees. No guarantee is given (whether express or implied) that investors
      will receive the Payouts on the relevant Anniversary Dates and the 100% capital
      protection on the Maturity Date.



                                              41
3.3   Default risk in relation to RASA Limited and issuers of the Collateral
      The Manager’s ability to provide the capital protection and Payouts is dependent
      upon the receipt by RASA Limited of monies due to it under the Collateral. To the
      extent therefore that any or all of the issuers of the Collateral fails to make payments
      in respect of the Collateral held by RASA Limited, RASA Limited will have insufficient
      funds available to meets its obligations in respect of the RASA Note and the Sub-
      Fund could lose a substantial portion or all of its investment in the RASA Note.

3.4   Downgrade risk of issuers of the Collateral
      Any credit ratings given to any of the issuers of the Collateral and the relevant financial
      institutions may be subject to suspension, downgrade or withdrawal at any time. In
      the event any of the ratings of the issuers of the Collateral and/or financial institutions
      with whom deposits are placed fall below the levels required under the exceptions to
      the single party rule for investments in structured products (as set out in Annex 1a of
      the Code), the Manager shall take all necessary actions within the prescribed periods
      to comply with the levels set out therein. In taking such action, capital losses and/or
      expenses may be incurred by the Sub-Fund resulting in the 100% capital protection
      not being achieved at the Maturity Date of the Sub-Fund. Payouts, if any, may also
      be lower than expected as a result.

3.5   Liquidity of the Collateral
      In the event the Collateral has to be liquidated prior to its maturity for any reason,
      the price obtainable for the Collateral will depend on the liquidity of the Collateral.
      No assurance can be given in respect of the amount of the liquidation proceeds of the
      Collateral or any part of it.

3.6   Exposure to the Portfolio Credit Default Swap
      The amount of principal repayable by RASA Limited on the maturity of the RASA
      Note is also subject to occurrence of Credit Events under the Portfolio Credit Default
      Swap. Upon the occurrence of a number of Credit Events resulting in cumulative
      losses that exceed the initial loss protection level, an amount will become payable by
      RASA Limited under the Portfolio Credit Default Swap with Deutsche Bank. This
      amount and the costs (if any) associated with the partial termination of the Asset
      Swap Hedging Agreement will be funded by liquidating the Collateral and the proceeds
      of such liquidation will be paid to Deutsche Bank in priority to payments due to the
      Sub-Fund under the RASA Note, and therefore RASA Limited would not have
      sufficient funds to redeem the RASA Note at its principal amount at maturity.
      Payments upon redemption (whether at maturity or earlier) will therefore depend
      upon, among other things, the credit performance of the Reference Entities and their
      successors.

      The table below illustrates the average weighted cumulative default rates for the period
      between 1920 and 2004.




                                              42
 Average Issuer - Weighted Cumulative Default Rates by Whole Letter Rating,
 1920-2004
 Cohort      Time Horizon (Years)
 Rating        1             2                   3               4               5
 Aaa           0.00            0.00             0.02            0.09            0.19
 Aa            0.06            0.19             0.32            0.49            0.78
 A             0.08            0.25             0.54            0.87            1.22
 Baa           0.31            0.93             1.69            2.55            3.40
 Ba            1.39            3.36             5.48            7.71            9.93
 B             4.56            9.97            15.24           19.85           23.80
 Caa-C        15.07           24.77            31.82           36.76           40.50
 IG            0.15            0.47             0.88            1.34            1.84
 SG            3.83            7.78            11.49           14.80           17.73
 All Rated     1.48            3.07             4.59            5.99            7.24

Source: Moody’s Investors Service, January 2005

Investors should note that the figures contained in the above table is not a prediction,
projection or forecast of the future or likely credit performance or the future or likely
default rate of the Reference Entities and their successors.

Investors should also note that in the event of certain corporate reorganisations, other
entities may succeed the initial Reference Entities and the identities of such Reference
Entities and any information on such Reference Entities will not be available at the
Issue Date. Accordingly, the Sub-Fund could be exposed to the additional risks that
such Reference Entities may suffer Credit Events during the life of the RASA Note
which may or may not have an adverse impact on the return of its investment in the
RASA Note.

The creditworthiness and/or performance of the Reference Entities and their successors
may be dependent upon economic, political, financial and social events both locally
and globally. There can be no assurance that such factors will not adversely affect the
Reference Entities’ or their successors’ creditworthiness, credit ratings and/or
performance and, in turn, the performance of the RASA Note. Further, when and
whether to declare Credit Events of the Reference Entities is in the sole discretion of
the calculation agent pursuant to the provisions of the Portfolio Credit Default Swap.

Investors should note that the occurrence of Credit Events, with cumulative losses
not exceeding the loss protection level, whilst not leading to amounts being payable
by RASA Limited under the Portfolio Credit Default Swap, may nevertheless affect
the value of the RASA Note as potential buyers would be subject to fewer additional
Credit Events having to occur prior to amounts becoming payable under the terms of
the Portfolio Credit Default Swap. This could lead the Sub-Fund to suffer a loss of
principal if the RASA Note is redeemed early for other reasons.




                                       43
3.7   Default risk of the swap counterparty
      Default by Deutsche Bank as the swap counterparty under the Portfolio Credit Default
      Swap and/or the Asset Swap Hedging Agreement will result in the early redemption
      of the RASA Note. If there is an early redemption of the RASA Note, RASA Limited
      or Deutsche Bank may be liable to make a termination payment (determined in
      accordance with the Portfolio Credit Default Swap and/or the Asset Swap Hedging
      Agreement) to the other. If there is an early termination of the Portfolio Credit Default
      Swap and/or the Asset Swap Hedging Agreement, and consequently an early
      redemption of the RASA Note occurs, there is no assurance that the proceeds from
      the liquidation of the Collateral plus (if the termination payment is due to RASA
      Limited) or minus (if the termination payment is due to Deutsche Bank) such
      termination payment will be sufficient to repay the principal amount due to be paid
      in respect of the RASA Note and any other amounts in respect thereof that may be
      due.

3.8   No recourse to Reference Entities
      The RASA Note does not represent a claim against any Reference Entity and in the
      event of any loss on the RASA Note, the Sub-Fund will not have recourse under the
      RASA Note to any Reference Entity. The Sub-Fund will be exposed to the credit risk
      of the Reference Entities (as highlighted above). Neither the Manager, Trustee, RASA
      Limited, Deutsche Bank (as arranger of the RASA Note and as the swap counterparty)
      or any other person makes any representation or warranty, express or implied, as to
      the credit quality of the Reference Entities.

3.9   Limited recourse to RASA Limited
      Investors should also note that RASA Limited is incorporated with limited liability in
      Singapore. It is a special purpose company that will issue the RASA Note on a limited
      recourse basis backed by cashflows from certain assets held by it (comprising the
      Collateral and its rights under the Portfolio Credit Default Swap and the Asset Swap
      Hedging Agreement entered into in connection with the issue of the RASA Note).

      Due to the “limited recourse” nature of the RASA Note, claims in respect of the notes
      are limited to the proceeds of enforcement of the assets secured under the RASA Note
      and the other assets of RASA Limited will not be available to meet any shortfall.

      In addition, should any unforeseen expenses or liabilities (which have not been provided
      for) arise, RASA Limited may be unable to meet them and may default on its obligations
      under the RASA Note. In such an event, there is no guarantee that the Sub-Fund will
      recover any amounts payable under the RASA Note and, accordingly, the Sub-Fund
      could lose a substantial portion or all of its investment in the RASA Note.

3.10 Credit Rating
     While credit ratings can be a useful tool for financial analysis, investors should note
     that they are not a guarantee of quality or a guarantee of future performance in relation
     to the relevant obligations. Ratings assigned to securities by rating agencies may not
     fully reflect the true risks of an investment. Any rating described in this Prospectus
     may be subject to suspension, downgrade or withdrawal at any time. Investors should
     bear this in mind when considering the credit ratings disclosed in this Prospectus.


                                              44
      A rating is not a guarantee of payment and the RASA Note could be subject to a
      ratings downgrade in future if Credit Events begin to occur to Reference Entities or if
      Reference Entities themselves become subject to ratings downgrades. A suspension,
      downgrade or withdrawal of the rating assigned to any issuer of the Collateral, relevant
      financial institution with whom deposits are placed may also result in a reduction of
      the rating assigned to the RASA Note. A suspension, downgrade or withdrawal of the
      rating assigned to the RASA Note may adversely affect the value of the RASA Note.

3.11 Risk of fluctuations in the value of the RASA Note
     There can be no assurance that any appreciation in value will occur or that capital
     value will be preserved. The price of the RASA Note may therefore fall in value as
     rapidly as it may rise due to, including but not limited to, variations in the frequency
     and magnitude of the changes in the price of the Collateral, interest rates, the
     creditworthiness of the Reference Entities in relation to the Portfolio Credit Default
     Swap, the creditworthiness of RASA Limited and the creditworthiness of Deutsche
     Bank, as the swap counterparty. This may impact the net asset value of the Sub-Fund.

3.12 Interest rate risk
     Investments of the Sub-Fund will be indirectly subject to the usual risks of investing
     in bonds and other fixed income securities as RASA Limited will invest the proceeds
     received from the issue of the RASA Note to purchase high grade fixed income securities
     issued by at least three different issuers. Investors should note that bonds and other
     fixed income securities are subject to interest rate fluctuations. Investments in fixed
     income securities may be subject to an unanticipated rise in interest rates, which may
     impair the ability of the issuer to make payments of interest and principal, especially
     if the issuer is highly leveraged. An increase in interest rates may therefore increase
     the potential for default by the issuers of these securities.

3.13 Risk of final maturity extension
     Investors will be required to hold their investment in the Sub-Fund for the entire
     investment tenure from the Start Date of the Sub-Fund in order that they may enjoy
     the 100% capital protection and the full benefit of the Payouts. Investors seeking to
     realise their Units prior to the Maturity Date may run the risk of losing part of their
     investment in the Sub-Fund and consequently, an investment in the Sub-Fund should
     be regarded as a long term investment.

      As the Maturity Date will be tied to the maturity date of the RASA Note, investors
      should note that the investment tenure of the Sub-Fund may be extended in the event
      the maturity date of the RASA Note is extended. Deutsche Bank, in its capacity as
      the calculation agent, determines in its sole discretion that there has been an occurrence
      of certain specified events, the maturity date of the RASA Note may be extended
      beyond its scheduled maturity date.

3.14 Early redemption risk
     Although the investment tenure of the Sub-Fund is 5 years from the Start Date,
     investors should note the risk of early redemption of the RASA Note upon certain
     specified events occurring. The Sub-Fund may be terminated prior to its Maturity
     Date in such an event (the “Early Redemption Event”).


                                              45
      Payments of the minimum specified interest and principal redemption in respect of
      the RASA Note to the Sub-Fund is, inter alia, conditional on the RASA Note maturing
      as scheduled.

      Investors should note that the early redemption of the RASA Note upon an Early
      Redemption Event may result in early termination unwind costs being incurred.

      The Manager may also, where the Manager considers it to be in the interest of Holders,
      procure that Deutsche Bank unwind the RASA Note. This may result in the Sub-
      Fund not being able to fulfil its investment objective.

3.15 Managed portfolio
     The Manager may also, where the Manager considers it to be in the interest of Holders,
     substitute existing Reference Entities with new Reference Entities (each such
     substitution, a “Replacement”). Replacements may give rise to trading losses or trading
     gains, as determined by the calculation agent. Trading losses will decrease the loss
     protection level and Replacements may affect the likelihood of the reference portfolio
     being subject to Credit Events. Neither the Manager, the Trustee, RASA Limited,
     Deutsche Bank nor any other person makes any representation or warranty, express or
     implied, as to the performance of the reference portfolio and the RASA Note.


4.    Subscription

4.1   The minimum subscription amount
      The minimum subscription amount for the Sub-Fund is S$1,000.

4.2   Initial Issue Price and Initial Offer Period
      Units will be offered at the initial issue price of S$1.00 during the initial offer period
      which will commence on 8 April 2005 and end on 20 May 2005, or for such other
      period commencing and ending on such dates as the Manager may decide (the “Initial
      Offer Period”).

4.3   Dealing Deadline
      The dealing deadline for subscriptions in the Sub-Fund is 3 p.m. Singapore time on
      the last Business Day of the Initial Offer Period.

      No subscription applications received after the dealing deadline for subscriptions will
      be accepted.

4.4   Minimum fund size and other conditions to initial offer and continuance of the
      Sub-Fund
      The Manager reserves the right not to proceed with the launch of the Sub-Fund in
      the event that:

      (i)   the combined capital raised for the Sub-Fund and the Yield 20, a sub-fund
            under the Fund, as at the close of the Initial Offer Period is less than S$25
            million; or


                                              46
      (ii)   the Manager is of the view that it is not in the interest of investors or it is not
             commercially viable to proceed with the Sub-Fund.

      In such event, the Sub-Fund shall be deemed not to have commenced and the Manager
      may notify investors and return the application monies received (without interest) to
      investors no later than 30 Business Days after the close of the Initial Offer Period (or
      such other period as the Manager may determine).

4.5   Regular Savings Plan
      A regular savings plan is not available for this Sub-Fund.


5.    Realisation

5.1   Minimum holding amount and minimum realisation amount
      The minimum holding and realisation amounts for the Sub-Fund are set out below
      (or such other amounts as may from time to time be determined by the Manager
      upon giving prior written notice to the Trustee and as permitted by the Authority
      from time to time):

      Minimum holding amount             1,000 Units
      Minimum realisation amount         1,000 Units

5.2   Dealing Deadline and Dealing Day
      The Dealing Deadline in respect of the Sub-Fund for realisations in respect of any
      Dealing Day is 3 p.m. Singapore time two (2) Business Days prior to that Dealing Day.

      “Dealing Day”, in connection with the realisation and (where allowed) switching and
      exchange of Units of the Sub-Fund, means the last Business Day of every month or
      such other day or days at such intervals as the Manager may from time to time
      determine with the prior consultation of the Trustee provided that reasonable notice
      of any such determination shall be given by the Manager to all Holders at such time
      and in such manner as the Trustee may approve.

      “Business Day” means any day (other than a Saturday or Sunday) on which commercial
      banks are open for business in Singapore or any other day as the Manager and the
      Trustee may agree in writing.

5.3   Realisations on Maturity Date
      Holders holding Units in the Sub-Fund as at the Maturity Date (as evidenced in the
      Register of Holders in the Sub-Fund) shall be deemed to have submitted their
      realisation requests on the Maturity Date and, subject to the investment objective
      being achieved, will be entitled to amount as described in paragraph 1.1 of this Appendix.

5.4   Realisations before Maturity Date
      Although no Realisation Fee will be imposed on realisations before the Maturity Date,
      investors should note that as all fees and charges payable by the Sub-Fund for its
      entire investment tenure will be charged upfront as soon as practicable after the close


                                              47
      of the Initial Offer Period of the Sub-Fund, the realisation price of the Units before
      the Maturity Date will be reflective of this upfront deduction.

      Investors should also note that the capital protection strategy will not apply to Units
      realised before the Maturity Date. In addition, Units realised or for which realisation
      requests have been submitted prior to or on any Anniversary Date will not be entitled
      to the Payout for that Anniversary Date or any subsequent Payouts. The realisation
      price of Units redeemed before the Maturity Date may be more or less than the
      investor’s initial investment.


6.    Switching and Exchange
      No switches and exchanges are allowed in respect of Units in the Sub-Fund.


7.    Performance of the Sub-Fund
      As the Sub-Fund is a newly established fund, a track record of at least one year is not
      available for the Sub-Fund at the date of registration of this Prospectus. The benchmark
      against which the performance of the Sub-Fund will be measured is the 12-month
      Singapore Dollar Fixed Deposit Rate.


8.    Other Material Information

8.1   Background information on RASA Limited
      RASA Limited was registered and incorporated on 5 October 2001 under the
      Companies Act under the name Rheia Limited. The name was changed on 20 February
      2002 to R.A.S.A. (Repackaged Assets & Securities in Asia) Limited. The registered
      office of RASA Limited is 20 Raffles Place, #13-01/05 Ocean Towers, Singapore
      048620. The authorised share capital of RASA Limited is S$100,000 divided into
      100,000 ordinary shares of S$1 each, 30,000 of which have been issued.

      All of the issued shares are fully paid and are held by HSBC Institutional Trust Services
      (Singapore) Limited (formerly known as Bermuda Trust (Singapore) Limited) as share
      trustee (the “Share Trustee”) under the terms of a declaration of trust dated 16 May
      2002 (the “Declaration of Trust”) under which the Share Trustee holds them on trust
      for a qualified charity. Under the terms of the Declaration of Trust, the Share Trustee
      has, inter alia, covenanted not to sell, charge, mortgage, pledge, dispose of or encumber
      the ordinary shares until the trust is terminated under the terms thereof. The Share
      Trustee has no beneficial interest in and derives no benefit other than its fees for
      acting as Share Trustee from its holding of the ordinary shares.

8.2   Potential and Actual Conflicts of Interest between the Sub-Fund and Deutsche Bank
      Deutsche Bank and its subsidiaries and affiliates will act in a number of capacities in
      relation to the RASA Note, including (without limitation), as arranger, initial
      subscriber, trustee, calculation agent, hedging counterparty and market agent. The
      economic interest of Deutsche Bank and/or its subsidiaries and affiliates in each such



                                              48
      capacity may be opposed to the interest of the Sub-Fund and potential and actual
      conflicts of interest may arise from the different roles played by Deutsche Bank and
      its subsidiaries and affiliates. As a result, the Sub-Fund will be exposed not only to
      the credit risk of Deutsche Bank and/or its subsidiaries and affiliates, but also to the
      operational risks arising from the potential or actual conflicts of interest of Deutsche
      Bank and/or its subsidiaries and affiliates in assuming their duties and obligations
      under the RASA Note and as potential provider of the hedging instrument.

      In addition, Deutsche Bank and any of its subsidiaries and affiliates, in connection
      with their other business activities, may from time to time engage in business with or
      possess or acquire material information about the issuer of any Collateral or any other
      entity on whose condition the payments on the RASA Note are dependent (each, a
      “Relevant Entity”). Such activities and information may cause consequences adverse
      to investors in the RASA Note. Such actions may include, without limitation, the
      exercise of voting power, the purchase and sale of securities, financial advisory
      relationships and exercise of creditor rights. Deutsche Bank and any of its subsidiaries
      and affiliates have no obligation to disclose such information about any such Relevant
      Entity. Deutsche Bank and any of its subsidiaries and affiliates and its or their respective
      officers and directors may engage in any such activities without regard to the RASA
      Note or the effect that such activities may directly or indirectly have on the RASA
      Note and owe no duty to the Sub-Fund to avoid such conflicts of interests. RASA
      Limited and Deutsche Bank owe no duty or responsibility to the Sub-Fund to avoid
      such conflicts. Potential investors should seek independent advice as they deem
      appropriate to evaluate the risk of this potential conflict of interest.

8.3   The Trustee
      Investors should also note that the Trustee is also the trustee for the RASA Notes
      Issuance Program.




                                               49
                                Appendix 3 – Yield 20


This Appendix sets out fund details of the Yield 20, a sub-fund under the Fund (also referred
to in this Appendix as the “Sub-Fund”), denominated in US Dollars.

1.    Investment Objective, Focus and Approach

1.1   Investment Objective
      The investment objective of the Sub-Fund is to seek to provide investors with:

      (i)    100% capital protection on the Maturity Date (as defined below); and

      (ii)   a payout of 4% of the Initial Offer Price per Unit held by each Holder as at
             each Anniversary Date (each referred to as a “Payout”)

      The Sub-Fund will operate for a fixed term (the “investment tenure”) commencing
      on 10 June 2005 (or such other date as may be determined by the Manager depending
      on the Initial Offer Period of the Sub-Fund)(the “Start Date”) and continue for a
      fixed period of ”5 years until 10 June 2010 (or if such date does not fall on a Business
      Day, the next Business Day)(“Maturity Date”) (or such other date as may be
      determined by the Manager depending on the Start Date).

      “Anniversary Date” means 10 June 2006, 10 June 2007, 10 June 2008, 10 June 2009
      (or if such dates do not fall on a Business Day, the next Business Day) and the Maturity
      Date (or such other dates as the Manager may determine from time to time).

      Investors should note that they would have to hold their investment in the Sub-Fund
      until the Maturity Date before they may benefit from the capital protection. If investors
      choose to realise their Units before the Maturity Date, the realisation price will be
      based on the prevailing net asset value per Unit which can vary according to market
      fluctuations and may be less than the capital protected amount.

      Investors should note that the 100% capital protection and the Payouts are not
      guaranteed and may vary as illustrated in the section headed “Illustration of how the
      quantum of the Payout may be affected upon the occurence of a Credit Event” in
      paragraph 1.2 below. Investors should carefully review the particular risks applicable
      to this Sub-Fund as set out in paragraph 3 of this Appendix before investing in the
      Sub-Fund.

1.2   Investment Focus and Approach
      The Manager intends to invest a substantial portion of the net assets of the Sub-Fund
      in Deutsche Bank AG (“Deutsche Bank”) arranged notes issued by R.A.S.A.
      (Repackaged Assets & Securities in Asia) Limited (“RASA Limited”; the notes shall
      be referred to as the “RASA Note”), a limited recourse special purpose vehicle
      incorporated in Singapore (on which the Trustee has confirmed having conducted
      due diligence checks). The RASA Note will be issued as part of a master note issuance
      program by RASA Limited (“RASA Notes Issuance Program”). The RASA Note is


                                              50
expected to have, as at its date of issue (the “Issue Date”), a minimum rating of “AA-”
by Standard & Poor’s or its equivalent. To provide liquidity for the RASA Note, Deutsche
Bank will quote an unwind price for the RASA Note at prevailing market prices.

RASA Limited shall invest the proceeds received from the issue of the RASA Note in
the purchase or subscription of high grade fixed income securities issued by at least
three different issuers, each of whom shall be rated at least “AA-” by Standard &
Poor’s or its equivalent. Part of such proceeds may also be placed in deposits with
financial institutions meeting the requisite credit ratings. Such securities shall form
the collateral (“Collateral”) for RASA Limited’s obligations under the derivative
transactions entered into with Deutsche Bank.

Should any of the ratings of the issuers of the Collateral and/or financial institutions
with whom deposits are placed fall below the levels required under the exceptions to
the single party rule for investments in structured products (as set out in Annex 1a of
the Code), the Manager shall take all necessary actions within the prescribed periods
to comply with the levels set out therein. The Manager will monitor the ratings of
the issuers of the Collateral on a periodic basis for the entire investment tenure of the
Sub-Fund.

The Collateral will not be available to meet any shortfall under any other notes issued
by RASA Limited. In the event there is no market for the Collateral, upon the
unwinding of the RASA Note, the Collateral will be delivered to the Trustee to be
held on trust for the Sub-Fund and will be sold by the Trustee when possible. The
Collateral will be delivered to the Trustee only after the relevant derivative transactions
have been unwound and the notional of the Collateral has been adjusted. Deutsche
Bank will have priority over noteholders to the Collateral in respect of the unwind
costs of the underlying derivative transactions.

Description of the derivative transactions

RASA Limited has entered into a portfolio credit default swap agreement (“Portfolio
Credit Default Swap”) with Deutsche Bank. The Portfolio Credit Default Swap is
linked to a reference portfolio of between 70-120 equally weighted credits (each a
“Reference Entity”), each of which shall be rated at least”“B-” by Standard & Poor’s
or its equivalent as at the Issue Date. An indicative list of Reference Entities from
which the final selection for the reference portfolio will be made is set out in Annex
A. The composition of the reference portfolio will be ascertained as at the inception
date of the Sub-Fund. Investors may obtain the final list of Reference Entities
comprising the reference portfolio (as well as the prevailing actual exposure of each
Reference Entity) from the Manager’s website at www.prudential.com.sg/unittrusts
or any of its appointed distributors after the inception date of the Sub-Fund.

Investors should note that, depending on market conditions, the Manager may in
its absolute discretion substitute any of the Reference Entities in the final list provided
and/or vary the number of Reference Entities in the reference portfolio (within the
aforesaid range) during the investment tenure of the Sub-Fund from time to time.



                                        51
    The entry into the Portfolio Credit Default Swap results in RASA Limited assuming
    the risk of the occurrence of Credit Events3 in respect of the Reference Entities. RASA
    Limited receives a fee from Deutsche Bank for selling such credit protection. This fee
    will be used to enhance the return on the RASA Note by way of an Asset Swap Hedging
    Agreement entered into between RASA Limited and Deutsche Bank, as the asset swap
    hedging counterparty. The arrangements contemplated by the Asset Swap Hedging
    Agreement are intended to enable RASA Limited to meet its payment and other
    obligations under the RASA Note.

    Investors should note that Deutsche Bank, which is the entity that stands ready to
    quote an unwind price for the RASA Note, is also the swap counterparty of the
    derivative transactions forming part of the RASA Note.

    Loss protection level

    The tranche in the reference portfolio which RASA Limited has exposure to will have
    an initial loss protection level of 20% of the initial reference portfolio notional amount
    and a minimum credit assessment of at least “AA-” by Standard & Poor’s or its
    equivalent. The maximum proportion of the credit losses incurred in the reference
    portfolio, exceeding the loss protection level, that can be passed on the the noteholder
    of the RASA Note is 2% of the initial reference portfolio notional amount

    A.      Illustration of how the 20% loss protection works:

           1.      Portfolio with 100 Reference Entities
                   Assuming that the recovery rate for any Credit Event is 30% par value,
                   the number of Credit Events before the 100% capital protection and
                   Payouts are impacted is 29.

                    How number of Credit Events is calculated

                   Assuming that Reference Entity exposure: 1.00% of the initial reference
                   portfolio notional amountLoss incurred for each Credit Event, assuming
                   a 30% recovery rate: 1.00% x (100% - 30%) = 0.70%

                   Number of Credit Events before the 100% capital protection and Payouts
                   are impacted: 20% / 0.70% = 29

           2.      Portfolio with 70 Reference Entities
                   Assuming that the recovery rate for any Credit Event is 30% par value,
                   the number of Credit Events before the 100% capital protection and
                   Payouts are impacted is 20.




3   A “Credit Event” means one or more of bankruptcy, failure to pay, obligation acceleration, obligation default,
    repudiation/moratorium or restructuring as defined in the Portfolio Credit Default Swap.



                                                     52
           How number of Credit Events is calculated

           Assuming that Reference Entity exposure: 1.43% of the initial reference
           portfolio notional amount

           Loss incurred for each Credit Event, assuming a 30% recovery rate: 1.43%
           x (100% - 30%) = 1.00%

           Number of Credit Events before the 100% capital protection and Payouts
           are impacted: 20% / 1.00% = 20

B.   Illustration of how the quantum of the Payout may be affected upon the
     occurence of a Credit Event
     Assuming a porfolio with 100 Reference Entities, the expected Payout per annum
     based on an investment of US$10,000 in the Sub-Fund (i.e. an investor holding
     10,000 Units based on the initial issue price of US$1.00) is US$400 (i.e. 4% x
     US$1.00 x 10,000 Units).

     1.    Assuming the occurence of 1 Credit Event
           Loss incurred for the Credit Event, assuming a 30% recovery rate: 1.00%
           x (100% - 30%) = 0.70%

           Since the loss incurred is less than the 20% loss protection level, there
           will be no impact to the 100% capital protection and the expected Payout
           will remain at US$400.

     2.    Assuming the occurence of 28 Credit Events
           Loss incurred for 28 Credit Events, assuming a 30% recovery rate: 1.00%
           x (100% - 30%) x 28 = 19.60%

           Since the loss incurred is less than the 20% loss protection level, there
           will be no impact to the 100% capital protection and the expected Payout
           will remain at US$400.

     3.    Assuming the occurence of 29 Credit Events
           Loss incurred for 29 Credit Events, assuming a 30% recovery rate: 1.00%
           x (100% - 30%) x 29 = 20.30%

           As the loss incurred exceeds the 20% loss protection level, the capital
           protection and Payout will be reduced in the following manner:

           (i)   Reduced Capital Protected Amount:
                 100% - [(20.30% - 20.00%) / 2% x 100%] of the investment sum
                 = 85% of US$10,000 = US$8,500

           (ii) Reduced Payout for the relevant year: 4% x US$8,500 (i.e. the
                reduced capital protected amount) = US$340



                                    53
      For credit losses exceeding the loss protection level, the Payout on the next
      Anniversary Date, in respect of Units held, shall be based on the latest reduced
      capital protected amount.

      The above scenarios are provided for illustration purposes only and on the assumption
      that factors such as but not limited to the interest rates, exchange rates and the
      market value of the Collaterals remain unchanged.

      The assumed recovery rate4 of 30% is only an indicative percentage and the actual
      recovery rate may vary. The number of Credit Events which will result in a realised
      loss above the protection level will vary in accordance with the actual recovery rate (as
      determined by the calculation agent, in accordance with the Portfolio Credit Default
      Swap, upon the occurence of each Credit Event and will be notified to the Manager
      within 3 business days of any such determination). This number may also vary should
      any of the Reference Entities be substituted.

1.3   Payout Policy for the Sub-Fund
      The Payouts as described shall be based on the number of Units held by each Holder
      as at the Anniversary Date, as evidenced by the Register of Holders in the Sub-Fund.
      For the avoidance of doubt, where an Anniversary Date falls on a Dealing Day, Holders
      who realize, switch or exchange their Units or who submit a realization, switching or
      exchange request on or before an Anniversary Date will not be counted as a registered
      Holder in respect of the Units realized, switched or exchanged on that Anniversary
      Date or as set out in the realization, switching or exchange request and therefore, will
      not receive the relevant Payout in relation to those Units. The Payout will be payable
      to Holders within 30 days from the relevant Anniversary Date.

      There is no guarantee that any Payout will be made and if any Payout is made, such
      payout is not in any way a forecast, indication or projection of the future or likely
      performance of the Sub-Fund. The making of a Payout shall not be taken to imply
      that further payouts will be made. Investors should note that the amount of Payouts
      may vary.


2.    Fees and Charges

2.1   The fees and charges payable by Holders in relation to the Sub-Fund are set out
      below:

       Fees payable by a Holder of the Sub-Fund
       Subscription Fee              Nil
       Realisation Fee               Nil


4     A “Recovery rate” means with respect to the Reference Entity for which the Credit Event has occured, the
      arithematic mean of the bid quotations obtained by Deustche Bank, as calculation agent, from at least three
      dealers (provided that Deutsche Bank is one of the selected dealers) in accordance with the Portfolio Credit
      Default Swap.



                                                      54
2.2   The fees and charges payable by the Sub-Fund are set out below: -

       Fees Payable by the Sub-Fund
       Management Fee        Currently 5% and a maximum of 6% of the capital raised
                             during the Initial Offer Period of the Sub-Fund
       Trustee’s Fee            Currently below 0.075% per annum; maximum 0.2% per
                                annum (subject to a minimum of S$12,500 per annum in
                                respect of the Fund)

      Investors should note that all fees and charges payable by the Sub-Fund for its entire
      investment tenure will be deducted upfront as soon as practicable after the close of
      the Initial Offer Period of the Sub-Fund. As such, the net asset value per Unit of the
      Sub-Fund starting from the first Dealing Day will be reflective of this upfront
      deduction.

      Consequently, investors will have to bear total fees and charges for the entire investment
      tenure of the Sub-Fund even if they redeem their Units before the Maturity Date.


3.    Risks specific to the Sub-Fund

3.1   Lack of diversification
      Investments of the Sub-Fund will be invested in compliance with the exception to the
      10% single party limit under the Appendix 1 of the Code (i.e. the Sub-Fund may
      invest up to one-third of its deposited property in debt securities issued by a
      corporation, government, government agency or supranational with a minimum long-
      term issuer rating of A by Fitch Inc, A by Moody’s or A by Standard and Poor’s
      (including such sub-categories or gradations therein) and/or place up to one-third of
      its deposited property in deposits with a financial institution with a minimum
      individual rating of B by Fitch Inc or a financial strength rating of B by Moody’s
      provided that not more than one-third of the value of the Sub-Fund will be invested
      in or placed with the same entity. The Sub-Fund may also invest beyond the one-
      third limit and up to 100% of its net asset value in debt instruments which are
      structured products issued or guaranteed by a government, government agency or
      supranational that has a minimum long-term issuer rating of AA by Fitch Inc, Aa by
      Moody’s or AA by Standard and Poor’s (including such sub-categories and gradations
      therein). The Sub-Fund may therefore be subject to a higher level of risk than portfolios
      diversifying their holdings across different issuers in accordance with the 10% single
      party limit.

3.2   Capital protection and Payouts not guaranteed
      The Sub-Fund is a capital protected fund and not a guaranteed fund. The capital
      protection for Units held until the Maturity Date and Payouts for Units held until
      the respective Anniversary Dates is provided by payouts on the RASA Note and not
      by any guarantees. No guarantee is given (whether express or implied) that investors
      will receive the Payouts on the relevant Anniversary Dates and the 100% capital
      protection on the Maturity Date.



                                              55
3.3   Default risk in relation to RASA Limited and issuers of the Collateral
      The Manager’s ability to provide the capital protection and Payouts is dependent
      upon the receipt by RASA Limited of monies due to it under the Collateral. To the
      extent therefore that any or all of the issuers of the Collateral fails to make payments
      in respect of the Collateral held by RASA Limited, RASA Limited will have insufficient
      funds available to meets its obligations in respect of the RASA Note and the Sub-
      Fund could lose a substantial portion or all of its investment in the RASA Note.

3.4   Downgrade risk of issuers of the Collateral
      Any credit ratings given to any of the issuers of the Collateral and the relevant financial
      institutions may be subject to suspension, downgrade or withdrawal at any time. In
      the event any of the ratings of the issuers of the Collateral and/or financial institutions
      with whom deposits are placed fall below the levels required under the exceptions to
      the single party rule for investments in structured products (as set out in Annex 1a of
      the Code), the Manager shall take all necessary actions within the prescribed periods
      to comply with the levels set out therein. In taking such action, capital losses and/or
      expenses may be incurred by the Sub-Fund resulting in the 100% capital protection
      not being achieved at the Maturity Date of the Sub-Fund. Payouts, if any, may also
      be lower than expected as a result.

3.5   Liquidity of the Collateral
      In the event the Collateral has to be liquidated prior to its maturity for any reason,
      the price obtainable for the Collateral will depend on the liquidity of the Collateral.
      No assurance can be given in respect of the amount of the liquidation proceeds of the
      Collateral or any part of it.

3.6   Exposure to the Portfolio Credit Default Swap
      The amount of principal repayable by RASA Limited on the maturity of the RASA
      Note is also subject to occurrence of Credit Events under the Portfolio Credit Default
      Swap. Upon the occurrence of a number of Credit Events resulting in cumulative
      losses that exceed the initial loss protection level, an amount will become payable by
      RASA Limited under the Portfolio Credit Default Swap with Deutsche Bank. This
      amount and the costs (if any) associated with the partial termination of the Asset
      Swap Hedging Agreement will be funded by liquidating the Collateral and the proceeds
      of such liquidation will be paid to Deutsche Bank in priority to payments due to the
      Sub-Fund under the RASA Note, and therefore RASA Limited would not have
      sufficient funds to redeem the RASA Note at its principal amount at maturity.
      Payments upon redemption (whether at maturity or earlier) will therefore depend
      upon, among other things, the credit performance of the Reference Entities and their
      successors.

      The table below illustrates the average weighted cumulative default rates for the period
      between 1920 and 2004.




                                              56
 Average Issuer - Weighted Cumulative Default Rates by Whole Letter Rating,
 1920-2004
 Cohort      Time Horizon (Years)
 Rating        1             2                   3               4               5
 Aaa           0.00            0.00             0.02            0.09            0.19
 Aa            0.06            0.19             0.32            0.49            0.78
 A             0.08            0.25             0.54            0.87            1.22
 Baa           0.31            0.93             1.69            2.55            3.40
 Ba            1.39            3.36             5.48            7.71            9.93
 B             4.56            9.97            15.24           19.85           23.80
 Caa-C        15.07           24.77            31.82           36.76           40.50
 IG            0.15            0.47             0.88            1.34            1.84
 SG            3.83            7.78            11.49           14.80           17.73
 All Rated     1.48            3.07             4.59            5.99            7.24

Source: Moody’s Investors Service, January 2005

Investors should note that the figures contained in the above table is not a prediction,
projection or forecast of the future or likely credit performance or the future or likely
default rate of the Reference Entities and their successors.

Investors should also note that in the event of certain corporate reorganisations, other
entities may succeed the initial Reference Entities and the identities of such Reference
Entities and any information on such Reference Entities will not be available at the
Issue Date. Accordingly, the Sub-Fund could be exposed to the additional risks that
such Reference Entities may suffer Credit Events during the life of the RASA Note
which may or may not have an adverse impact on the return of its investment in the
RASA Note.

The creditworthiness and/or performance of the Reference Entities and their successors
may be dependent upon economic, political, financial and social events both locally
and globally. There can be no assurance that such factors will not adversely affect the
Reference Entities’ or their successors’ creditworthiness, credit ratings and/or
performance and, in turn, the performance of the RASA Note. Further, when and
whether to declare Credit Events of the Reference Entities is in the sole discretion of
the calculation agent pursuant to the provisions of the Portfolio Credit Default Swap.

Investors should note that the occurrence of Credit Events, with cumulative losses
not exceeding the loss protection level, whilst not leading to amounts being payable
by RASA Limited under the Portfolio Credit Default Swap, may nevertheless affect
the value of the RASA Note as potential buyers would be subject to fewer additional
Credit Events having to occur prior to amounts becoming payable under the terms of
the Portfolio Credit Default Swap. This could lead the Sub-Fund to suffer a loss of
principal if the RASA Note is redeemed early for other reasons.




                                       57
3.7   Default risk of the swap counterparty
      Default by Deutsche Bank as the swap counterparty under the Portfolio Credit Default
      Swap and/or the Asset Swap Hedging Agreement will result in the early redemption
      of the RASA Note. If there is an early redemption of the RASA Note, RASA Limited
      or Deutsche Bank may be liable to make a termination payment (determined in
      accordance with the Portfolio Credit Default Swap and/or the Asset Swap Hedging
      Agreement) to the other. If there is an early termination of the Portfolio Credit Default
      Swap and/or the Asset Swap Hedging Agreement, and consequently an early
      redemption of the RASA Note occurs, there is no assurance that the proceeds from
      the liquidation of the Collateral plus (if the termination payment is due to RASA
      Limited) or minus (if the termination payment is due to Deutsche Bank) such
      termination payment will be sufficient to repay the principal amount due to be paid
      in respect of the RASA Note and any other amounts in respect thereof that may be due.

3.8   No recourse to Reference Entities
      The RASA Note does not represent a claim against any Reference Entity and in the
      event of any loss on the RASA Note, the Sub-Fund will not have recourse under the
      RASA Note to any Reference Entity. The Sub-Fund will be exposed to the credit risk
      of the Reference Entities (as highlighted above). Neither the Manager, Trustee, RASA
      Limited, Deutsche Bank (as arranger of the RASA Note and as the swap counterparty)
      or any other person makes any representation or warranty, express or implied, as to
      the credit quality of the Reference Entities.

3.9   Limited recourse to RASA Limited
      Investors should also note that RASA Limited is incorporated with limited liability in
      Singapore. It is a special purpose company that will issue the RASA Note on a limited
      recourse basis backed by cashflows from certain assets held by it (comprising the
      Collateral and its rights under the Portfolio Credit Default Swap and the Asset Swap
      Hedging Agreement entered into in connection with the issue of the RASA Note).

      Due to the “limited recourse” nature of the RASA Note, claims in respect of the notes
      are limited to the proceeds of enforcement of the assets secured under the RASA Note
      and the other assets of RASA Limited will not be available to meet any shortfall.

      In addition, should any unforeseen expenses or liabilities (which have not been provided
      for) arise, RASA Limited may be unable to meet them and may default on its obligations
      under the RASA Note. In such an event, there is no guarantee that the Sub-Fund will
      recover any amounts payable under the RASA Note and, accordingly, the Sub-Fund
      could lose a substantial portion or all of its investment in the RASA Note.

3.10 Credit Rating
     While credit ratings can be a useful tool for financial analysis, investors should note
     that they are not a guarantee of quality or a guarantee of future performance in relation
     to the relevant obligations. Ratings assigned to securities by rating agencies may not
     fully reflect the true risks of an investment. Any rating described in this Prospectus
     may be subject to suspension, downgrade or withdrawal at any time. Investors should
     bear this in mind when considering the credit ratings disclosed in this Prospectus.



                                              58
      A rating is not a guarantee of payment and the RASA Note could be subject to a
      ratings downgrade in future if Credit Events begin to occur to Reference Entities or if
      Reference Entities themselves become subject to ratings downgrades. A suspension,
      downgrade or withdrawal of the rating assigned to any issuer of the Collateral, relevant
      financial institution with whom deposits are placed may also result in a reduction of
      the rating assigned to the RASA Note. A suspension, downgrade or withdrawal of the
      rating assigned to the RASA Note may adversely affect the value of the RASA Note.

3.11 Risk of fluctuations in the value of the RASA Note
     There can be no assurance that any appreciation in value will occur or that capital
     value will be preserved. The price of the RASA Note may therefore fall in value as
     rapidly as it may rise due to, including but not limited to, variations in the frequency
     and magnitude of the changes in the price of the Collateral, interest rates, the
     creditworthiness of the Reference Entities in relation to the Portfolio Credit Default
     Swap, the creditworthiness of RASA Limited and the creditworthiness of Deutsche
     Bank, as the swap counterparty. This may impact the net asset value of the Sub-Fund.

3.12 Interest rate risk
     Investments of the Sub-Fund will be indirectly subject to the usual risks of investing
     in bonds and other fixed income securities as RASA Limited will invest the proceeds
     received from the issue of the RASA Note to purchase high grade fixed income securities
     issued by at least three different issuers. Investors should note that bonds and other
     fixed income securities are subject to interest rate fluctuations. Investments in fixed
     income securities may be subject to an unanticipated rise in interest rates, which may
     impair the ability of the issuer to make payments of interest and principal, especially
     if the issuer is highly leveraged. An increase in interest rates may therefore increase
     the potential for default by the issuers of these securities.

3.13 Risk of final maturity extension
     Investors will be required to hold their investment in the Sub-Fund for the entire
     investment tenure from the Start Date of the Sub-Fund in order that they may enjoy
     the 100% capital protection and the full benefit of the Payouts. Investors seeking to
     realise their Units prior to the Maturity Date may run the risk of losing part of their
     investment in the Sub-Fund and consequently, an investment in the Sub-Fund should
     be regarded as a long term investment.

      As the Maturity Date will be tied to the maturity date of the RASA Note, investors
      should note that the investment tenure of the Sub-Fund may be extended in the event
      the maturity date of the RASA Note is extended. Deutsche Bank, in its capacity as the
      calculation agent, determines in its sole discretion that there has been an occurrence
      of certain specified events, the maturity date of the RASA Note may be extended
      beyond its scheduled maturity date.

3.14 Early redemption risk
     Although the investment tenure of the Sub-Fund is 5 years from the Start Date,
     investors should note the risk of early redemption of the RASA Note upon certain
     specified events occurring. The Sub-Fund may be terminated prior to its Maturity
     Date in such an event (the “Early Redemption Event”).


                                             59
      Payments of the minimum specified interest and principal redemption in respect of
      the RASA Note to the Sub-Fund is, inter alia, conditional on the RASA Note maturing
      as scheduled.

      Investors should note that the early redemption of the RASA Note upon an Early
      Redemption Event may result in early termination unwind costs being incurred.

      The Manager may also, where the Manager considers it to be in the interest of Holders,
      procure that Deutsche Bank unwind the RASA Note. This may result in the Sub-
      Fund not being able to fulfil its investment objective.

3.15 Managed portfolio
     The Manager may also, where the Manager considers it to be in the interest of Holders,
     substitute existing Reference Entities with new Reference Entities (each such
     substitution, a “Replacement”). Replacements may give rise to trading losses or trading
     gains, as determined by the calculation agent. Trading losses will decrease the loss
     protection level and Replacements may affect the likelihood of the reference portfolio
     being subject to Credit Events. Neither the Manager, the Trustee, RASA Limited,
     Deutsche Bank nor any other person makes any representation or warranty, express or
     implied, as to the performance of the reference portfolio and the RASA Note.


4.    Subscription

4.1   The minimum subscription amount
      The minimum subscription amount for the Sub-Fund is US$1,000.

4.2   Initial Issue Price and Initial Offer Period
      Units will be offered at the initial issue price of US$1.00 during the initial offer
      period which will commence on 8 April 2005 and end on 20 May 2005, or for such
      other period commencing and ending on such dates as the Manager may decide (the
      “Initial Offer Period”).

4.3   Dealing Deadline
      The dealing deadline for subscriptions in the Sub-Fund is 3 p.m. Singapore time on
      the last Business Day of the Initial Offer Period.

      No subscription applications received after the dealing deadline for subscriptions will
      be accepted.

4.4   Minimum fund size and other conditions to initial offer and continuance of the
      Sub-Fund
      The Manager reserves the right not to proceed with the launch of the Sub-Fund in
      the event that:

      (iii)   the combined capital raised for the Sub-Fund and the Yield 15, a sub-fund
              under the Fund, as at the close of the Initial Offer Period is less than S$25
              million; or


                                             60
      (iv)   the Manager is of the view that it is not in the interest of investors or it is not
             commercially viable to proceed with the Sub-Fund.

      In such event, the Sub-Fund shall be deemed not to have commenced and the Manager
      may notify investors and return the application monies received (without interest) to
      investors no later than 30 Business Days after the close of the Initial Offer Period (or
      such other period as the Manager may determine).

4.5   Regular Savings Plan
      A regular savings plan is not available for this Sub-Fund.


5.    Realisation

5.1   Minimum holding amount and minimum realisation amount
      The minimum holding and realisation amounts for the Sub-Fund are set out below
      (or such other amounts as may from time to time be determined by the Manager
      upon giving prior written notice to the Trustee and as permitted by the Authority
      from time to time):

      Minimum holding amount             1,000 Units
      Minimum realisation amount         1,000 Units

5.2   Dealing Deadline and Dealing Day
      The Dealing Deadline in respect of the Sub-Fund for realisations in respect of any
      Dealing Day is 3 p.m. Singapore time two (2) Business Days prior to that Dealing Day.

      “Dealing Day”, in connection with the realisation and (where allowed) switching and
      exchange of Units of the Sub-Fund, means the last Business Day of every month or
      such other day or days at such intervals as the Manager may from time to time
      determine with the prior consultation of the Trustee provided that reasonable notice
      of any such determination shall be given by the Manager to all Holders at such time
      and in such manner as the Trustee may approve.

      “Business Day” means any day (other than a Saturday or Sunday) on which commercial
      banks are open for business in Singapore or any other day as the Manager and the
      Trustee may agree in writing.

5.3   Realisations on Maturity Date
      Holders holding Units in the Sub-Fund as at the Maturity Date (as evidenced in the
      Register of Holders in the Sub-Fund) shall be deemed to have submitted their
      realisation requests on the Maturity Date and, subject to the investment objective
      being achieved, will be entitled to amount as described in paragraph 1.1 of this
      Appendix.

5.4   Realisations before Maturity Date
      Although no Realisation Fee will be imposed on realisations before the Maturity Date,
      investors should note that as all fees and charges payable by the Sub-Fund for its


                                              61
      entire investment tenure will be charged upfront as soon as practicable after the close
      of the Initial Offer Period of the Sub-Fund, the realisation price of the Units before
      the Maturity Date will be reflective of this upfront deduction.

      Investors should also note that the capital protection strategy will not apply to Units
      realised before the Maturity Date. In addition, Units realised or for which realisation
      requests have been submitted prior to or on any Anniversary Date will not be entitled
      to the Payout for that Anniversary Date or any subsequent Payouts. The realisation
      price of Units redeemed before the Maturity Date may be more or less than the
      investor’s initial investment.


6.    Switching and Exchange
      No switches and exchanges are allowed in respect of Units in the Sub-Fund.


7.    Performance of the Sub-Fund
      As the Sub-Fund is a newly established fund, a track record of at least one year is not
      available for the Sub-Fund at the date of registration of this Prospectus. The benchmark
      against which the performance of the Sub-Fund will be measured is the 12-month
      United States Dollars Fixed Deposit Rate.


8.    Other Material Information

8.1   Background information on RASA Limited
      RASA Limited was registered and incorporated on 5 October 2001 under the
      Companies Act under the name Rheia Limited. The name was changed on 20 February
      2002 to R.A.S.A. (Repackaged Assets & Securities in Asia) Limited. The registered
      office of RASA Limited is 20 Raffles Place, #13-01/05 Ocean Towers, Singapore
      048620. The authorised share capital of RASA Limited is S$100,000 divided into
      100,000 ordinary shares of S$1 each, 30,000 of which have been issued.

      All of the issued shares are fully paid and are held by HSBC Institutional Trust Services
      (Singapore) Limited (formerly known as Bermuda Trust (Singapore) Limited) as share
      trustee (the “Share Trustee”) under the terms of a declaration of trust dated 16 May
      2002 (the “Declaration of Trust”) under which the Share Trustee holds them on trust
      for a qualified charity. Under the terms of the Declaration of Trust, the Share Trustee
      has, inter alia, covenanted not to sell, charge, mortgage, pledge, dispose of or encumber
      the ordinary shares until the trust is terminated under the terms thereof. The Share
      Trustee has no beneficial interest in and derives no benefit other than its fees for
      acting as Share Trustee from its holding of the ordinary shares.

8.2   Potential and Actual Conflicts of Interest between the Sub-Fund and Deutsche Bank
      Deutsche Bank and its subsidiaries and affiliates will act in a number of capacities in
      relation to the RASA Note, including (without limitation), as arranger, initial
      subscriber, trustee, calculation agent, hedging counterparty and market agent. The



                                              62
      economic interest of Deutsche Bank and/or its subsidiaries and affiliates in each such
      capacity may be opposed to the interest of the Sub-Fund and potential and actual
      conflicts of interest may arise from the different roles played by Deutsche Bank and
      its subsidiaries and affiliates. As a result, the Sub-Fund will be exposed not only to
      the credit risk of Deutsche Bank and/or its subsidiaries and affiliates, but also to the
      operational risks arising from the potential or actual conflicts of interest of Deutsche
      Bank and/or its subsidiaries and affiliates in assuming their duties and obligations
      under the RASA Note and as potential provider of the hedging instrument.

      In addition, Deutsche Bank and any of its subsidiaries and affiliates, in connection
      with their other business activities, may from time to time engage in business with or
      possess or acquire material information about the issuer of any Collateral or any other
      entity on whose condition the payments on the RASA Note are dependent (each, a
      “Relevant Entity”). Such activities and information may cause consequences adverse
      to investors in the RASA Note. Such actions may include, without limitation, the
      exercise of voting power, the purchase and sale of securities, financial advisory
      relationships and exercise of creditor rights. Deutsche Bank and any of its subsidiaries
      and affiliates have no obligation to disclose such information about any such Relevant
      Entity. Deutsche Bank and any of its subsidiaries and affiliates and its or their respective
      officers and directors may engage in any such activities without regard to the RASA
      Note or the effect that such activities may directly or indirectly have on the RASA
      Note and owe no duty to the Sub-Fund to avoid such conflicts of interests. RASA
      Limited and Deutsche Bank owe no duty or responsibility to the Sub-Fund to avoid
      such conflicts. Potential investors should seek independent advice as they deem
      appropriate to evaluate the risk of this potential conflict of interest.

8.3   The Trustee
      Investors should also note that the Trustee is also the trustee for the RASA Notes
      Issuance Program.




                                               63
          Annex A – Reference Entities as at the date of this Prospectus
This Annex forms part of this Prospectus and terms not otherwise defined in this Annex shall have the meaning
attributed to them in the main body of this Prospectus.

     NAME                                 INDUSTRY                COUNTRY         DEBT     REGION
1    Xerox Corporation                    Business equipment      United States   Senior   N America
                                          & services
2    United States Steel Corporation      Steel                   United States   Senior   N America
3    Visteon Corporation                  Automotive              United States   Senior   N America
4    United Rentals, Inc.                 Retailers (except       United States   Senior   N America
                                          food & drug)
5    UnumProvident Corporation            Insurance               United States   Senior   N America
6    Union Carbide Corporation            Chemicals & plastics    United States   Senior   N America
7    Tesoro Corporation                   Oil & gas               United States   Senior   N America
8    TOYS “R” US, INC.                    Retailers (except       United States   Senior   N America
                                          food & drug)
9    Tenet Healthcare Corporation         Health care             United States   Senior   N America
10   Terex Corporation                    Industrial equipment    United States   Senior   N America
11   Constellation Brands, Inc.           Beverage & Tobacco      United States   Senior   N America
12   Smurfit-Stone Container              Forest products         United States   Senior   N America
     Enterprises, Inc.
13   Servuce Corporation International   Business equipment       United States   Senior   N America
                                         & services
14   Panamsat Corporation                Telecommunications       United States   Senior   N America
15   Standard Pacific Corp.              Building &               United States   Senior   N America
                                         Development
16   Solectron Corporation               Electronics/electrical   United States   Senior   N America
17   Saks Incorporated                   Retailers (except        United States   Senior   N America
                                         food & drug)
18   Shaw Communications Inc.            Cable & satellite        Canada          Senior   N America
                                         television
19   The Shaw Group Inc.                 Building &               United States   Senior   N America
                                         Development
20   Smithfield Foods, Inc.              Food products            United States   Senior   N America
21   Sinclair Broadcast Group, Inc.      Radio & Television       United States   Senior   N America
22   Sanmina-SCI Corporation             Electronics/electrical   United States   Senior   N America
23   Reliant Energy, Inc.                Utilities                United States   Senior   N America
24   R.J. Reynolds Tobacco Holdings, Inc.Beverage & Tobacco       United States   Senior   N America
25   RH Donnelley Fin Corp I             Business equipment       United States   Senior   N America
                                         & services
26   RHODIA                              Chemicals & plastics     France          Senior   Western Europe
27   Rite Aid Corporation                Food/drug retailers      United States   Senior   N America
28   PRIMEDIA Inc.                       Publishing               United States   Senior   N America
29   PolyOne Corporation                 Chemicals & plastics     United States   Senior   N America
30   Six Flags, Inc.                     Lodging & casinos        United States   Senior   N America
31   Parker Drilling Company             Oil & gas                United States   Senior   N America


                                                    64
     NAME                               INDUSTRY                 COUNTRY         DEBT     REGION
32   Seat Pagine Gialle S.P.A.          Publishing               Italy           Senior   Western Europe
33   Petroleo Brasileiro S.A Petrobras  Oil & gas                Brazil          Senior   Emerging Markets
34   Pride International, Inc.          Oil & gas                United States   Senior   N America
35   Owens-Illinois, Inc.               Containers & glass       United States   Senior   N America
                                        products
36   Northwest Airlines Corporation     Air transport            United States   Senior   N America
37   NTL Cable Plc                      Cable & satellite        Hong Kong       Senior   Emerging Asia
                                        television
38   NRG Energy                         Utilities                United States   Senior   N America
39   Navistar International Corporation Automotive               United States   Senior   N America
40   MeriStar Hospitality Corporation   REITs and REOCs          United States   Senior   N America
41   MGM Mirage                         Lodging & casinos        United States   Senior   N America
42   Millennium America Inc.            Chemicals & plastics     United States   Senior   N America
43   Mediacom LLC                       Cable & satellite        United States   Senior   N America
                                        television
44   Mandalay Resort Group              Lodging & casinos        United States   Senior   N America
45   Lyondell Chemical Company          Chemicals & plastics     United States   Senior   N America
46   KB Home                            Building &               United States   Senior   N America
                                        Development
47   Jetbule Airways Corporation        Air transport            United States   Senior   N America
48   INVENSYS plc                       Industrial equipment     Britain         Senior   Western Europe
49   Iron Mountain Incorporated         Business equipment       United States   Senior   N America
                                        & services
50   IKON Office Solutions, Inc.        Business equipment       United States   Senior   N America
                                        & services
51   IMC Global Inc.                    Chemicals & plastics     United States   Senior   N America
52   Hovnanian Enterprises, Inc.        Building &               United States   Senior   N America
                                        Development
53   HCA Inc.                           Health care              United States   Senior   N America
54   The Goodyear Tire &                Automotive               United States   Senior   N America
     Rubber Company
55   General Motors Corporation         Automotive               United States   Senior   N America
56   Forest Oil Corporation             Oil & gas                United States   Senior   N America
57   Freecale Semiconductor, Inc.       Electronics/electrical   United States   Senior   N America
58   Flextronics International Ltd.     Electronics/electrical   Singapore       Senior   Emerging Asia
59   Fairfax Financial Holdings Limited Insurance                Canada          Senior   N America
60   Fairchild Semiconductor            Electronics/electrical   United States   Senior   N America
     Corporation
61   FelCor Lodging Limited Partnership Brokers, Dealers &       United States   Senior   N America
                                        Investment houses
62   Ford Motor Company                 Automotive               United States   Senior   N America
63   FIAT S.P.A.                        Automotive               Italy           Senior   Western Europe
64   El Paso Corporation                Oil & gas                United States   Senior   N America
65   EMI Group plc                      Leisure goods/           Britain         Senior   Western Europe
                                        activities/movies



                                                   65
     NAME                            INDUSTRY                   COUNTRY         DEBT     REGION
66   DIRECTV Holdings LLC            Cable & satellite          United States   Senior   N America
                                     television
67   Dura Operating Corp.            Automotive                 United States   Senior   N America
68   Delphi Corporation              Automotive                 United States   Senior   N America
69   Dole Food Company, Inc.         Food products              United States   Senior   N America
70   DIMON Incorporated              Beverage & Tobacco         United States   Senior   N America
71   EchoStar DBS Corporation        Cable & satellite          United States   Senior   N America
                                     television
72   Dillard’s, Inc.                 Retailers (except          United States   Senior   N America
                                     food & drug)
73   Citizens Communications Company Telecommunications         United States   Senior   N America
74   Cablevision Systems Corporation Cable & satellite          United States   Senior   N America
                                     television
75   Colt Telecom Group Public       Telecommunications         Britain         Senior   Western Europe
     Limited Company
76   Calpine Corporation             Utilities                  United States   Senior   N America
77   Case New Holland Inc.           Industrial equipment       Netherlands     Senior   Western Europe
78   Case Credit Corporation         Industrial equipment       Netherlands     Senior   Western Europe
79   CMS Energy Corporation          Utilities                  United States   Senior   N America£
80   Celestica Inc.                  Electronics/electrical     Canada          Senior   N America
81   Republic of Columbia            Sovereign                  Republic of     Senior   Emerging Markets
                                                                Columbia
82   Cromption Corporation             Chemicals & plastics     United States   Senior   N America
83   Cincinnati Bell Inc.              Telecommunications       United States   Senior   N America
84   Continental Airlines, Inc.        Air transport            United States   Senior   N America
85   Beazer Homes USA, Inc.            Building &               United States   Senior   N America
                                       Development
86   Boyd Gaming Corporation           Lodging & casinos        United States   Senior   N America
87   Peabody Energy Corporation        Oil & gas                United States   Senior   N America
88   Bowater Incorporated              Forest products          United States   Senior   N America
89   Bombardier Inc.                   Aerospace & Defence      Britain         Senior   Western Europe
90   ArvinMeritor, Inc.                Automotive               United States   Senior   N America
91   AMR Corporation                   Air transport            United States   Senior   N America
92   Amkor Technology, Inc.            Electronics/electrical   United States   Senior   N America
93   AK Steel Corporation              Steel                    United States   Senior   N America
94   The AES Corporation               Utilities                United States   Senior   N America
95   Abitibi-Consolidated Inc.         Forest products          Canada          Senior   N America
96   Levi Strauss & Co.                Clothing/textiles        United States   Senior   N America
97   The Hertz Corporation             Retailers (except        United States   Senior   N America
                                       food & drug)
98   Del Monte Corporation             Food products            United States   Senior   N America
99   Vertis Inc.                       Business equipment       United States   Senior   N America
                                       & services




                                                 66
    NAME                                 INDUSTRY                 COUNTRY         DEBT     REGION
100 Texas Genco LLC                      Brokers, Dealers &       United States   Senior   N America
                                         Investment houses
101   Crown Cork & Seal Company, Inc. Containers & glass          United States   Senior   N America
                                         products
102   Kabel Deutschland GmbH             Cable & satellite        Germany         Senior   Western Europe
                                         television
103   Republic of the Philippines        Sovereign                Philippines    Senior    Emerging Asia
104   Intelsat, Ltd.                     Telecommunications       Bermuda        Senior    N America
105   Dex Media East LLC                 Publishing               United States Senior     N America
106   Huntsman International LLC         Chemicals & plastics     United States Senior     N America
107   Dynegy Holdings Inc.               Utilities                United States Senior     N America
108   PSEG Energy Holdings L.L.C.        Utilities                United States Senior     N America
109   Tembec Industries Inc.             Forest products          Canada         Senior    N America
110   Investcorp Capital Limited         Financial                Cayman Islands Senior    N America
                                         intermediaries
111   Chartered Semiconductor            Electronics/electrical   Singapore       Senior   Emerging Asia
      Manufacturing Ltd.
112   Globe Telecom Inc                  Telecommunications       Phillipines     Senior   Emerging Asia
113   Gazprom-RTS Trading                Oil & gas                Russia          Senior   Emerging Europe
114   JCPenney Co. Inc.                  Retailers (except        United States   Senior   N America
                                         food & drug)
115   Philippine Long Distance Telephone Telecommunications       Phillipines     Senior   Emerging Asia
116   Republic of Turkey                 Sovereign                Turkey          Senior   Emerging Europe
117   TATA Motors Ltd                    Automotive               India           Senior   Emerging Asia
118   Reliance Industries                Chemicals & plastics     India           Senior   Emerging Asia
119   Federal Republic of Brazil         Sovereign                Brazil          Senior   Emerging Market
120   Bharti Televentures                Telecommunications       India           Senior   Emerging Asia




                                                     67
              PROSPECTUS
REQUIRED PURSUANT TO THE SECURITIES AND
       FUTURES ACT (SECTION 296)




                       Ajay Srinivasan




                 Edward Gregory Navarro




                    Kong Siew Cheong




                              68
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