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					Man Vision Ltd




An exempted company incorporated with limited liability in Bermuda
under the Companies Act 1981 of Bermuda and registered as a segregated
accounts company under the Segregated Accounts Companies Act 2000
of Bermuda

Issue of
USD-Class Bonds
EUR-Class Bonds

Guarantees provided by Credit Suisse International
(subject to the terms and conditions of the Guarantees)

Prospectus dated 15 March 2008
Man Vision Ltd
Preliminary

Capitalised terms used herein, unless otherwise defined,            This Prospectus may not be used to offer Bonds (i) to anyone
shall have the meanings ascribed to them in section 14              in any jurisdiction in which such offer is not authorised or in
entitled ‘Definitions’.                                             which the person making the offer is not qualified to do so;
The Directors, whose names appear in this Prospectus, are           or (ii) to any person to whom it is unlawful to make such
the persons responsible for the information contained in this       offer. The Bonds are offered solely on the basis of the
Prospectus. To the best of the knowledge and belief of the          information contained in this Prospectus and the relevant
Directors (who have taken all reasonable care to ensure that        Application Form.
such is the case), the information contained in this Prospectus
is in all material respects factually accurate and not misleading   United States
by omission or otherwise at the date of this Prospectus. Such
                                                                    The Bonds have not been and will not be registered
information may cease to be correct at any time subsequent
                                                                    under the US Securities Act of 1933 (the ‘Securities
to the date of this Prospectus.
                                                                    Act’), as amended, and may not at any time be directly
Man Investments Limited has consented to the inclusion of           or indirectly offered or sold in the United States or to or
its name in this Prospectus in the form and context in which it     for the benefit of any US Person unless the Bonds are
appears and solely in its capacity as the Investment Manager        registered under the Securities Act, or an exemption
and Credit Suisse International has consented to the inclusion      from the registration requirement of the Securities Act
of its name in this Prospectus in the form and context in           is available.
which it appears and solely in its capacity as the provider
of the Guarantees and the Swap Counterparty. Neither this
Prospectus, nor the offering of the Bonds, nor the structure of     Investors should consider section 6 entitled ‘Key risks’
the transaction, nor the form and substance of the disclosures      and appendix 2 entitled ‘Selling restrictions’.
herein have been issued or approved by (i) the Bank (except
for the paragraph entitled ‘Credit Suisse International’ in
section 8 entitled ‘Key parties and service providers’ in this
Prospectus) or any other Credit Suisse International entity
(collectively ‘Credit Suisse Group’) or (ii) the Investment
Manager (except for the paragraph entitled ‘Man Investments’
in section 8 entitled ‘Key parties and service providers’ in
this Prospectus) or any other Man Group entity (collectively
‘Man Group’). Accordingly, neither Credit Suisse Group nor
Man Group makes any representation or warranty, express
or implied, regarding the likely investment returns or the
performance of the Bonds, or the suitability of the Bonds for
any investor, or for the accuracy, completeness or adequacy
of information contained herein or in any further information,
notice or other document which may at any time be supplied
in connection with the Bonds. Therefore, no liability to any
party is accepted by Credit Suisse Group or Man Group in
connection with any of the above matters. Credit Suisse
Group will only be responsible for its obligations under the
Guarantees and the Swap Transactions.




                                                                                                                        Man Vision Ltd
Man Vision Ltd
Table of contents

Section                                                Page
1 Key information                                         2
2   Investment overview                                  3
3   Investment strategy                                  3
4   The Guarantees                                       7
5   How the Company invests                              8
6   Key risks                                            10
7   Fees and expenses                                    13
8   Key parties and service providers                    15
9   The Bonds                                            16
10 Dealing with the Bonds                                19
11 Conflicts of interest                                 22
12 Additional information                                22
13 Names and addresses                                   26
14 Definitions                                           28

Appendices
1 Guarantee information                                  33
2   Selling restrictions                                 35
3   Anti-money laundering documentation requirements     39




                                                              Man Vision Ltd
1 Key information
This section sets out key information regarding investing in the Company. You should read this Prospectus in its entirety and seek
advice from your financial adviser before making an investment decision.
    Investment objective
    Sections 2 and 3                The Company aims to generate attractive medium-term capital gains rather than interest.
    Section 4                       It also provides the security of a capital guarantee from Credit Suisse International.

    Guarantee                       The Guarantees1 provide Bondholders on the Maturity Date with a capital guarantee to protect the amount of their initial investment.
    Section 4 and appendix 1        The Bonds will also have the benefit of the Profit Lock-in Feature which, subject to certain conditions, permits the Company to
                                    lock-in a portion of any net profits.

    Key benefits                    The Company seeks to provide investors with access to a diversified portfolio of investments and the following benefits:
    Sections 2, 3, 4 and 5          Performance:           aims to generate attractive medium-term capital gains;
                                    Capital protection: the Guarantees;
                                    Diversification:       potential to diversify a traditional portfolio of stocks, property and bonds.

    Key risks                       There are risks associated with an investment in the Company which may reduce the rate of return on an investment
    Section 6                       in the Company.
                                    You should carefully consider the key risks set out in section 6.

    Investment Strategies           The Company’s investment strategy is to combine the powerful return potential of the AHL Programme with the diverse range
    Sections 2 and 3                of managers in the RMF Portfolio.

    Investment exposure             The initial investment exposure of the USD and EUR Bonds to the Investment Strategies will be 150% of the prevailing
    Sections 2, 3 and 5             Net Asset Value of the USD and EUR Bonds.

    The offer                       Bonds issued by the Company are offered at a subscription price of USD 1 (USD-Class Bonds) or EUR 1 (EUR-Class Bonds) each.
    Sections 9 and 10               The Bonds may only be purchased in multiples of ten.

    Face Value of the Bonds         USD 1/EUR 1 per Bond

    Offer Period                    21 April 2008 to 3 June 2008 with the potential for extension.

    Minimum Subscription            50,000 Bonds if you subscribe for only one Class of Bonds, subject to appendix 2; EEA and Hong Kong investors must subscribe
                                    for Bonds with a minimum value of EUR 50,000 and USD 65,000 respectively.2
                                    If you subscribe for more than one Class of Bonds, the minimum aggregate subscription is 50,000 Bonds and the minimum
                                    subscription for each Class of Bonds must be 20,000 Bonds. This does not apply to EEA and Hong Kong investors who may not
                                    aggregate their subscriptions in order to meet the Minimum Subscription.

    Minimum Holding                 50,000 Bonds in aggregate and, subject to this minimum, if the Bondholder has Bonds in more than one Class of Bonds,
                                    20,000 Bonds for each Class of Bonds held.

    Interest                        No interest or coupon is payable to Bondholders.

    Application for Bonds           You can apply for Bonds only by completing an Application Form issued by the Company.
    Section 9

    Valuation of the Bonds          The NAV will be calculated monthly and published on www.maninvestments.com
    Section 9

    Bondholder reports              Monthly                NAV update and a report from the Investment Manager. Includes profit lock-in notice when there has
                                                           been a profit lock-in.
                                    Annually               Directors’ report and annual accounts prepared.

    Liquidity                       You can have Bonds redeemed by the Company on the first Business Day of each month, subject to the terms and conditions
    Section 10                      in section 10, including where applicable the deduction of an early redemption fee.

    Maturity Date                   31 December 2020

    Fees                            Refer to section 7 which sets out the fees and expenses payable by the Company and the Trading Subsidiaries.
    Section 7

    Service providers               The key parties and service providers are set out in section 8.
    Section 8

    Definitions                     Definitions of terms used in this Prospectus are set out in section 14.
    Section 14




1. The Guarantees are subject to the terms and conditions of the relevant Deed of Guarantee (see appendix 1 for further details). 2. Where EEA Investors apply for USD Bonds or where Hong Kong
investors apply for EUR Bonds, the Company will advise, respectively, the USD and EUR values of those subscriptions in order to ensure that the Minimum Subscription amount for those investors
are met.
2     Man Vision Ltd
Identification numbers of the Bonds3                                                                       3 Investment strategy
                                   Common                           ISIN             Valoren
                                      code                         code              number                Introduction
                                                                                                           Man Vision Ltd (Man Vision) is an exciting new gateway
  USD-Class Bond
                                                                                                           to the key investment opportunities of the 21st century.
        Tranche A                  34648026           XS0346480261                  3786312                The global economy is increasingly driven by new forces
        Tranche B                  34648298           XS0346482986                  3786467                including the growth of emerging markets, the impact of
                                                                                                           new demographics, climate change and future sources of
  EUR-Class Bond
                                                                                                           energy, all of which promise significant return potential.
        Tranche A                  34648590           XS0346485906                  3786491
                                                                                                           However, these new investment opportunities come
        Tranche B                  34648760           XS0346487605                  3786512                associated with new risks that only the most skilful and
                                                                                                           experienced are able to manage.
                                                                                                           By combining the complementary approaches of two of the
2 Investment overview                                                                                      world’s leading hedge fund managers – AHL and RMF –
The Company is offering a capital guaranteed product                                                       Man Vision offers access to the best of these new
developed by Man Investments, the asset management                                                         opportunities through one balanced portfolio.
division of Man Group plc. Man Group is a UK-based                                                         It is not the first time these two investment managers
financial services group founded in 1783 that is listed on                                                 have been combined in a 100% capital guaranteed
the FTSE 100 Index of the UK’s largest companies.                                                          product. OM-IP Eclipse Limited, which was launched by
The investment objective of the Company, for both Classes of                                               Man Investments Australia in August 2006, has generated
Bonds, is to generate double digit growth in excess of 10%                                                 an annualised return of 15.4% since inception.8
per annum for annualised volatility of 11-14%.4 Bondholders
have the benefit of the Guarantees5 from the Bank as well as                                               Identifying return opportunities in a changing
a Profit Lock-in Feature6.                                                                                 world economy
                                                                                                           Man Vision aims to benefit from the new forces that are
To achieve these objectives, the Company will provide,
                                                                                                           beginning to drive the world’s economy. Demographics are
directly or indirectly, enhanced investment exposure of up
                                                                                                           fundamentally changing, yielding increased investment in
to 150% of the prevailing Net Asset Value of the Bonds7 to
                                                                                                           healthcare, infrastructure, energy and the environment while
a range of complementary investment strategies through
                                                                                                           developing economies are poised to become the world’s
two of Man Investments’ core investment management
                                                                                                           largest economic drivers.
businesses – AHL and RMF.
                                                                                                           The world is entering an era of new and exciting opportunities
The AHL component of this investment approach will be
                                                                                                           for investments.
predominantly directional in nature, seeking to identify and
capitalise on upward and downward price trends across a
                                                                                                           Complementary investment managers
wide range of markets and financial instruments. The RMF
                                                                                                           The Company will provide, directly and indirectly, enhanced
Portfolio will use a multi-manager approach to allocate
                                                                                                           investment exposure of up to 150% of Net Asset Value in a
to strategies that are likely to profit from market trends,
                                                                                                           portfolio that combines two simultaneous and complementary
emerging social and economic themes as well as
                                                                                                           approaches to participating in these exciting opportunities in
high-confidence investment strategies. The Company will
                                                                                                           a secure way.
allocate approximately 50% of the prevailing Net Asset Value
                                                                                                           AHL employs systematic, statistically based investment
of the Bonds through AHL and approximately 50% through
                                                                                                           processes to identify inefficiencies in over 120 markets around
RMF. 7 For the purposes of this Prospectus, this combined
                                                                                                           the world, including markets which will be affected by these
allocation will be referred to as the Man Vision portfolio.
                                                                                                           new forces. It has an exceptional track record that stretches
It is anticipated that these diverse investment approaches will                                            back over 20 years and has long been considered a market
deliver strong, uncorrelated returns and offer diversification                                             leader in computer driven investing.
benefits to investors holding a portfolio of stocks, bonds
                                                                                                           RMF, established in 1992, applies strategic research and
and/or other asset classes.
                                                                                                           innovation to select specialist managers in new fields to
                                                                                                           deliver a robust multi-manager portfolio. It is recognised as
                                                                                                           a forerunner in process driven and innovative fund of hedge
                                                                                                           fund investing.
3. Please note that Tranche B Bonds are only available by invitation of the Directors. 4. The return and volatility figures quoted are targets and are based over the term of the Bonds on the performance
projections of the combined Investment Strategies with the targeted investment exposures and market interest rates at the time of modelling and therefore may change. Performance for each Class of
Bonds may differ. Fluctuations in exchange rates could cause the value of investments made by Bondholders to increase or decrease. 5. Subject to the terms and conditions of the relevant Deed
of Guarantee. See section 4 entitled ‘The Guarantees’ and appendix 1 for further details. 6. Subject to certain conditions. See section 4 entitled ‘The Guarantees’ and appendix 1 for further details.
7. Investment allocations and exposures may change over the term of the product at the discretion of the Investment Manager. See section 5 entitled ‘How the Company invests’ for further
details. 8. The track record is from 1 August 2006 to 31 January 2008. Please note that OM-IP Eclipse Limited is denominated in, and its annualised return is quoted in, Australian dollars. The return for
OM-IP Eclipse when hedged into USD (using the relevant 3 month LIBOR interest rate differentials) is 13.8%. Although Man Vision Ltd shares significant risk and, potentially, return characteristics with
OM-IP Eclipse Limited, the underlying portfolios differ and their returns will be different. Source of data: Man database and Bloomberg. There is no guarantee of trading performance and past or projected
performance is not a reliable indicator of future performance. Latest data available at the time of production has been used. Returns may increase or decrease as a result of currency fluctuations.
                                                                                                                                                                                     Man Vision Ltd           3
Man Vision aims to maximise opportunities for profit and                                                 Strong performance
spread risk over a wide range of markets and strategies as                                               For more than 12 years the AHL Programme has generated
well as to deliver positive performance in both rising and                                               strong absolute returns in rising and falling market environments.
falling markets.                                                                                         The programme has also exhibited low correlation to world
                                                                                                         stocks and bonds, as shown in the table below.
Security
                                                                                                         Performance of the AHL Programme (in USD)11
AHL and RMF have a stringent approach to risk – AHL through                                              17 October 1995 to 31 January 2008
its several levels of systematic risk monitoring and control, RMF
                                                                                                                                                AHL Programme                 World           World
through an ISO (International Organisation for Standardisation)
                                                                                                                                                       (in USD)              stocks           bonds
certified investment process.
                                                                                                           Total return                                      603.1 %         118.0 %        123.2 %
Investors will also benefit from the security of a 100% capital
guarantee that has the potential to increase in value through                                              Annualised return                                   17.1 %           6.5 %          6.7 %
the Profit Lock-in Feature.9                                                                               Annualised volatility                               14.0 %          13.8 %          2.8 %

                                                                                                           Sharpe ratio12                                         0.90            0.22           0.82
AHL
AHL is one of the world’s leading quantitative investment                                                  Worst drawdown                                     -11.5 %         -47.9 %         -2.7 %

managers with an impressive history dating back to                                                         Return for last 12 months                           12.6 %          -6.8 %          7.8 %
1987. Based in London, AHL is an investment division of
                                                                                                           Correlation to AHL Programme                           1.00           -0.13           0.39
Man Investments with approximately USD 20.9 billion under
management (as at 30 September 2007). In pursuit of absolute
returns, the ethos of AHL continues to revolve around three                                              AHL Programme diversification: sectors and markets
main areas: research, risk management and trading efficiency.                                            The AHL Programme invests in approximately 120 international
AHL’s first guaranteed product has grown by 17.4% per                                                    markets across a broad range of sectors. A product of
annum since 1990.10                                                                                      continuing research and development since 1987, the AHL
                                                                                                         Programme uses and is committed to extending the range and
The culture of AHL is defined by intellectual curiosity,
                                                                                                         versatility of the original investment techniques. As such, AHL
a commitment to analytical research and a disciplined
                                                                                                         may change the number and diversity of markets, strategies and
approach to systems development. The continuity of the
                                                                                                         instruments traded directly or indirectly by the AHL Programme.
AHL management team has been an important factor in
helping sustain research and development activities.                                                     The AHL Programme market exposures13
                                                                                                         As at 31 January 2008

The AHL Programme                                                                                          1          Currencies                                                              24.3 %
The AHL Programme employs a systematic, statistically
                                                                                                           2          Bonds                                                                   21.1 %
based investment strategy that is primarily designed to
identify and capitalise on upward and downward price trends                                                3          Energies                                                                19.5 %

in markets around the world. A trading and implementation                                                  4          Stocks                                                                  15.9 %
infrastructure is then employed to capitalise on these trading
                                                                                                           5          Metals                                                                   8.8 %
opportunities. Trading takes place around-the-clock and
real-time price information is used to respond to price moves                                              6          Interest rates                                                           8.3 %

across a diverse range of global markets. These markets are                                                7          Credit                                                                   1.2 %
accessed directly or indirectly and include, without limitation,
                                                                                                           8          Volatility                                                               0.7 %
stocks, bonds, currencies, short-term interest rates, energies,
                                                                                                           9          Agriculturals                                                            0.2 %
metals, volatility, credit indices and agriculturals. Investment
rules are executed within a systematic framework.




9. Subject to certain conditions. See the section 4 entitled ‘The Guarantee’ and appendix 1 in the Prospectus for further details. 10. AHL is represented by the performance of Athena Guaranteed
Futures Limited (prior to 1 October 1997, actual trading results have been adjusted to reflect the current guaranteed public fee structure) from 20 December 1990 to 31 January 2008. This portfolio
differs considerably from the AHL Programme traded in Man Vision Ltd and this information is for illustrative purposes only. Source of data: Man database and Bloomberg. There is no guarantee
of trading performance and past or projected performance is not a reliable indicator of future performance. Latest data available at the time of production has been used. Returns may increase
or decrease as a result of currency fluctuations. 11. Represented by the actual track record of AHL Alpha plc. Please note that the track record has not been adjusted for the fees and volatility
which would apply to Man Vision Ltd and that AHL Alpha plc. is valued weekly, however for comparative purposes, statistics have been calculated using the last weekly valuation for each month.
World stocks: MSCI World Index hedged to USD. World bonds: Citigroup World Government Bond Index hedged to USD (total return). Source of data: Man database and Bloomberg. There is no
guarantee of trading performance and past or projected performance is not a reliable indicator of future performance. Latest data available at the time of production has been used. Returns may
increase or decrease as a result of currency fluctuations. 12. Sharpe ratio is calculated using the risk-free rate in the appropriate currency over the period analysed. 13. The sector allocations are
designed to reflect the expected long-term risk exposure to each sector relative to the other sectors in the portfolio. The figures are based on estimates of the risk of each sector at 31 January 2008.
The portfolio structure and constituents are regularly reviewed by the investment management team and sector allocations will change accordingly.
4    Man Vision Ltd
AHL risk management                                                                                  decides to make an allocation. RMF generally selects bigger,
All the systems that are applied are designed to target defined                                      more established managers with proven track records.
volatility levels rather than returns, and the investment process                                    An important objective of the selection process is to avoid
is underpinned by computer-supported analytical instruments                                          concentration of risk by diversifying across styles, strategies
and disciplined real-time risk control and management                                                and a range of managers.
information systems. As risk control is integral to each part of
the investment process, risk management consists primarily                                           Dynamic asset allocation and portfolio management
of monitoring risk measures and ensuring the systems remain                                          By carefully combining strategies, RMF is able to optimise the
within prescribed limits. The major risk monitoring measures                                         performance characteristics of the RMF Portfolio. Utilising its
and focus areas are value-at-risk, stress testing, implied                                           in-depth analysis of the market environment, RMF will make
volatility, leverage, margin-to-equity ratios and net exposures                                      tactical allocation adjustments within a disciplined framework
to sectors and different currencies. Investment in the latest                                        to take advantage of periods when performance prospects
cutting edge computer technology is substantial, and the                                             are favourable for particular investments. Regular portfolio
integrity of the investment style is ensured by adherence to                                         reviews will be undertaken to ensure the robustness of the
a rigorous change control process.                                                                   RMF Portfolio.
Man Investments also maintains a disaster recovery site
where a back-up trading system runs permanently and in                                               RMF risk management
parallel with the main system. The trade execution team                                              RMF manages risk proactively at each stage of the investment
operates alongside the investment management team in                                                 process and monitors a comprehensive range of risk factors
London. It operates 24-hours a day on a rotational eight-hour                                        to ensure adherence to the investment guidelines for the
shift structure. Market volume and liquidity are examined to                                         product. At the manager level, risk management is a crucial
ensure opening and closing positions can be executed with                                            aspect of the initial and ongoing due diligence process and
minimal slippage. Brokerage selection and trade execution                                            essential for mitigating risks related to operational factors.
are continually monitored to ensure optimum efficiency and                                           Additionally, a disciplined monitoring process helps obtain
the best quality market access.                                                                      early warnings of style drift, excessive risks or performance
                                                                                                     deterioration among managers.
RMF                                                                                                  At the style level, market, credit and liquidity risks are
The RMF Portfolio of the Man Vision portfolio will be                                                addressed in the asset allocation process and the factors
dynamically allocated to a range of investment strategies                                            affecting the performance and risk of the styles are closely
selected by RMF with a view to capturing opportunities                                               monitored. At the RMF level, asset allocation reviews,
created by social and macroeconomic change.                                                          value-at-risk (VaR) calculations, stress testing as well as
This might include opportunities created by economic                                                 performance and risk attribution analysis help to reinforce
development in emerging economies in Asia or other regions,                                          the robustness of the RMF Portfolio at all times.
rapidly growing business areas such as the environment
and healthcare, or strategies that show sustainable profit                                           RMF investment manager
potential. Carbon emission trading, for example, has recently                                        Founded in 1992, RMF is a highly experienced alternative
emerged as a global subject influenced by political and                                              investment provider with an estimated USD 28.0 billion
economic concerns. Commodity trading, one of the oldest                                              (as at 31 December 2007) in assets under management,
areas of commerce, has also taken on increasing scale and                                            mainly in hedge funds. It was acquired by Man Group plc
complexities as the emerging economies’ rapid growth                                                 in 2002.
places new demands on the world’s resources. And changing                                            RMF’s primary aim is to deliver strong positive risk adjusted
demographics, especially in the developed world, where                                               returns to investors on an ongoing basis. RMF’s longest
expected lifespan is increasing dramatically, have complex                                           running product has returned 7.4% per annum since 1999
consequences for the healthcare industry.                                                            for a very conservative level of risk (an annualised volatility of
                                                                                                     3.8%).14 It believes the best way to achieve this is through a
RMF investment selection                                                                             disciplined investment process, supported by management
Rigorous manager due diligence and strategy selection                                                and investment professionals of the highest calibre and a
are essential to the success of any diversified portfolio.                                           culture that embraces and realises new ideas to secure
RMF follows a thorough process for verifying each manager’s                                          future sources of excess returns (alpha).
competitive edge and the value of each strategy to which it




14. RMF is represented by the performance of RMF Four Seasons Strategies from inception on 1 August 1999 to 31 January 2008. This portfolio differs considerably from the RMF allocation in
Man Vision Ltd and this information is for illustrative purposes only. Source of data: Man database and Bloomberg. There is no guarantee of trading performance and past or projected performance
is not a reliable indicator of future performance. Latest data available at the time of production has been used. Returns may increase or decrease as a result of currency fluctuations.
                                                                                                                                                                          Man Vision Ltd        5
Drawing on extensive experience in different investment                                               At the time of modelling, the Man Vision portfolio included the
disciplines and established relationships within the alternative                                      following strategies17:
investment community, the various RMF teams are able to
                                                                                                        AHL                   Opportunity: AHL invests in over 120 international markets
access high quality managers.                                                                           Programme             diversified across stocks, bonds, currencies, short-term
                                                                                                                              interest rates, energies, metals, volatility, credit indices
RMF places a premium on skill-based strategies that are                                                                       and agriculturals
repeatable and have a clearly defined source of return.                                                                       Why now? AHL continually researches new strategies,
                                                                                                                              sectors and markets to add to its core investment
RMF has invested heavily in research and product                                                                              process, with the aim of increasing diversification
development to identify such strategies and secure                                                                            and widening the scope of the AHL Programme’s
                                                                                                                              potential returns. This dynamic approach positions
capacity in them. As at 31 December 2007 RMF employed
                                                                                                                              the AHL Programme to benefit from the emergence
31 professionals in its hedge it fund research function                                                                       of new market forces within the global economy.
supported by 15 quantitative analysts. In addition, RMF has                                             RMF strategies
an active programme for identifying and investing in new
                                                                                                        Asian and             Opportunity: managers trade within and between
managers that are trading in these strategies.                                                          emerging              developing economies, particularly in Asia
                                                                                                        markets               Why now? Market analysts believe emerging markets will
                                                                                                                              be a key driver of global growth over the next few years
The combined portfolio                                                                                                        and this change will provide many new opportunities
Man Investments believes the combination of its investment
                                                                                                        Commodities           Opportunity: managers take advantage of the
strategy and the portfolios managed by AHL and RMF have                                                                       ever-changing supply and demand for raw materials
the potential to deliver substantial capital growth over the                                                                  Why now? Growth in emerging economies has placed
                                                                                                                              new demands on the world’s resources making this a
medium term with a low correlation to other asset classes.
                                                                                                                              particularly attractive asset class to trade in now
The table below details the key strengths of AHL and RMF.                                               Environmental         Opportunity: managers trade new opportunities linked
                                                                                                        and energy            to climate change
    AHL                                          RMF
                                                                                                        markets               Why now? Huge global push to address pollution
    A world leading systematic                   One of Europe’s leading institutional                                        and climate change is driving the rapid growth of new
    investment manager                           hedge funds                                                                  industries and markets, creating opportunities for
                                                                                                                              specialists to generate alpha
    Exceptional track record – first             Exceptional track record – flagship                    Event driven          Opportunity: managers buy and sell securities of
    guaranteed product has grown by              product has returned 7.4% p.a. for                                           companies experiencing substantial organisational change
    17.4% p.a. for an annualised                 an annualised volatility of 3.8%                                             Why now? Given the recent credit market turmoil we
    volatility of 16.3% since 199015             since 1999 16                                                                expect to see a significant increase in the number of
                                                                                                                              companies facing difficulties as they find it harder to
    Ability to generate strong returns           Stable, multi-manager portfolios
                                                                                                                              refinance. This provides investors, who possess the highly
    in rising and falling markets,               capable of generating consistent
                                                                                                                              specialised skill set to properly assess the value of a
    potentially providing additional             long-term capital growth
                                                                                                                              distressed company, with an opportunity to profit
    downside protection
                                                                                                        Healthcare            Opportunity: changing demographics and an aging
    AHL, established in 1987,                    RMF, established in 1992,                                                    population are creating interesting opportunities in
    manages USD 20.9 billion                     manages USD 28.0 billion                                                     this sector
    (as at 30 September 2007)                    (as at 31 December 2007)
                                                                                                                              Why now? New developments provide a constant source
    Research driven investment                   History of innovation and strong                                             of returns, which are driven by a range of independent
    approach, using systematic,                  focus on research – dedicated to                                             drivers such as new scientific breakthroughs, rather than
    statistically based techniques that          identifying new growth opportunities                                         the direction of markets
    identify and capitalise on market
    trends and pricing inefficiencies
                                                                                                      At 31 January 2008, the allocations to the strategies in the
    Strong risk management through               Strong risk management through                       Man Vision Ltd portfolio are as follows17:
    continuous monitoring and control            an ISO certified, systematically-
                                                 applied investment process                                                                                        USD/EUR-Class bonds

                                                                                                        AHL Programme                                                                    75.0 %

                                                                                                        RMF strategies

                                                                                                             Asian and emerging markets                                                  18.5 %

                                                                                                             Commodities                                                                 10.0 %

                                                                                                             Environmental and energy markets                                            10.5 %

                                                                                                             Event driven                                                                30.5 %

                                                                                                             Healthcare                                                                    5.5 %

                                                                                                        Total investment exposure                                                      150.0 %

15. AHL is represented by the performance of Athena Guaranteed Futures Limited (prior to 1 October 1997, actual trading results have been adjusted to reflect the current guaranteed public
fee structure) from 20 December 1990 to 31 January 2008. This portfolio differs considerably from the AHL Progamme traded in Man Vision Ltd and this information is for illustrative purposes
only. Source of data: Man database and Bloomberg. There is no guarantee of trading performance and past or projected performance is not a reliable indicator of future performance. Latest
data available at the time of production has been used. Returns may increase or decrease as a result of currency fluctuations. 16. RMF is represented by the performance of RMF Four Seasons
Strategies from inception on 1 August 1999 to 31 January 2008. This portfolio differs considerably from the RMF allocation in Man Vision Ltd and this information is for illustrative purposes only.
Source of data: Man database and Bloomberg. There is no guarantee of trading performance and past or projected performance is not a reliable indicator of future performance. Latest data
available at the time of production has been used. Returns may increase or decrease as a result of currency fluctuations. 17. Investment allocations and exposures may change over the term of the
product at the discretion of the Investment Manager. See section 5 entitled ‘How the Company invests’ for further details.
6     Man Vision Ltd
The performance potential of this combined portfolio is                                                          first time, as of the activation of the Profit Lock-in Feature
demonstrated in the pro forma performance table below                                                            (as determined by the Investment Manager)21; and
for Man Vision Ltd (USD-Class Bonds).                                                                     (b) at the end of each financial year, subject to trading
Man Vision Ltd (USD-Class Bonds)                                                                              performance since the last profit lock-in or, where profits
Pro forma performance from 30 September 2003 to 31 January 200818                                             are locked-in for the first time, since the activation of the
                                                                                                              Profit Lock-in Feature and after making good any prior
                                                Man Vision Ltd (USD-Class Bonds)
                                                                                                              years’ losses.
  Total return                                                                        66.7 %
                                                                                                          It is the current intention of the Investment Manager to
  Annualised return                                                                   12.5 %              recommend to the Directors that the Company makes
  Annualised volatility                                                               12.5 %
                                                                                                          provision for the Guaranteed Amount to be increased under
                                                                                                          the Profit Lock-in Feature in the circumstances described
  Worst drawdown                                                                     -12.6 %
                                                                                                          above. However, the Investment Manager may recommend
                                                                                                          to the Directors that the Profit Lock-in Feature should not
4 The Guarantees                                                                                          be activated.
Subject to the terms of the relevant Guarantee, the Bank will                                             It is the current intention of the Bank to agree to an increase of
guarantee that Bondholders will, on the Maturity Date, receive                                            the Guaranteed Amount pursuant to the terms of the relevant
the Face Value of each Bond (being USD 1 in respect of the                                                Guarantee Facility Agreement and/or to the terms of the
USD-Class Bonds and EUR 1 in respect of the EUR-Class                                                     relevant Swap Transaction in respect of the Bonds. However,
Bonds) plus any Additional Amount payable pursuant to the                                                 the Bank retains the right in its absolute discretion to refuse
Profit Lock-in Feature.                                                                                   any proposed increase in any Guaranteed Amount.
As set out more fully in appendix 1, the amount payable under                                             In certain circumstances, for example if the investment
the relevant Guarantee is subject to a number of terms and                                                exposure to the Investment Strategies is not obtained via
conditions which may reduce the liability of the Bank. Only                                               the Swap Transactions, and pursuant to the terms of the
Bonds that are outstanding on the Maturity Date and that                                                  Guarantee Facility Agreements, unless otherwise advised
have not been redeemed prior to the Maturity Date will have                                               by the Investment Manager, the Company may purchase
the benefit of the relevant Guarantee. In addition, if the Bank is                                        additional Eligible Collateral with a value at maturity equal
required to deduct tax from any payments to be made under                                                 to approximately 50% of the net new trading profits (after
the relevant Guarantee, the Bank is not required to gross up                                              making good any prior years’ losses). Security would then
the payments to the Bondholders.                                                                          be granted over the additional Eligible Collateral in favour of
                                                                                                          the Bank, whereupon the Bank would increase the amount
The Profit Lock-in Feature                                                                                guaranteed to Bondholders at the Maturity Date.
The Profit Lock-in Feature creates the potential for the                                                  In the event of a profit lock-in, the Bank will certify the increase
Guaranteed Amount to increase following periods of                                                        in the amount guaranteed to Bondholders at the Maturity
sustained profitability.                                                                                  Date to the Registrar and the Company. Bondholders will be
The Profit Lock-in Feature of the Bonds will be activated                                                 informed by the Company of the profit lock-in and the amount
once the Investment Manager determines that the target                                                    locked-in in the monthly report following such certification.
investment exposure of 150% of the Net Asset Value of the
                                                                                                          How the Profit Lock-in Feature works; an example22
Bonds has been achieved.19 After the target investment
                                                                                                          Please note that the example22 below assumes that the
exposure has been reached, the Directors, on the advice of
                                                                                                          Swap Transactions are not in place and that the Company
the Investment Manager and subject to the consent of the
                                                                                                          has purchased Eligible Collateral, and has secured such
Bank, intend to use a portion of any net new trading profits20
                                                                                                          Eligible Collateral in favour of the Bank under the Security
to provide for an increase in the Guaranteed Amount:
                                                                                                          Agreements. Whilst there are certain underlying differences
(a) each time that the net new trading profits of the relevant                                            in the Profit Lock-in Feature if the investment exposure to the
    Trading Subsidiary reach approximately 10% of the Net                                                 Investment Strategies is obtained via the Swap Transactions,
    Asset Value of the USD- or EUR-Class Bond Account as of                                               the effect of the Profit Lock-in Feature is comparable.
    the last profit lock-in or, where profits are locked-in for the




18. This pro forma performance represents proposed portfolio allocations and is based on the actual and actual back-tracked returns of the investments initially recommended by the Investment
Manager for inclusion in the portfolio with an investment exposure of 150%. It is not capital guaranteed and is shown net of all relevant fees and costs, with further adjustments being made to
account for any interest earned on cash not utilised by the managers for trading, where applicable. The pro forma performance is not an indication of future results. Man Vision Ltd has yet to achieve
any actual performance, thus the pro forma performance is hypothetical and is presented for information purposes only. 19. For the avoidance of doubt, once the target investment exposure of
the Bonds has been achieved, the Profit Lock-in Feature will not be deactivated if the investment exposure of the Bonds subsequently increases or decreases. 20. Net new trading profits means
new net trading profits earned (net of fees and expenses) by the relevant Trading Subsidiary after making good any prior net trading losses incurred by the Company after the previous profit lock-in
or, where profits are locked-in for the first time, after the activation of the Profit Lock-in Feature. Where Swap Transactions are in place, net new trading profits of the relevant Trading Subsidiary are
adjusted for changes in the Bond Floor, as defined in the documentation relating to the Swap Transactions. 21. Limited to an amount such that it does not cause the investment exposure of the
Bonds to decrease. 22. This example is for illustrative purposes only and is not a forecast or prediction.
                                                                                                                                                                                   Man Vision Ltd         7
1.    For each USD 1 invested, USD-Class Bondholders will                                              5 How the Company invests
      receive a Guaranteed Amount of USD 1 per Bond at the
                                                                                                       Trading Capital
      Maturity Date.
                                                                                                       After the payment of establishment fees and costs, the
2.    The Trading Subsidiary immediately achieves the target                                           balance of the net proceeds of the issue of each Class of
      investment exposure and the Profit Lock-in Feature                                               Bonds will be invested in the Trading Subsidiaries by the
      is activated.                                                                                    Company. It is expected that this investment will equal
3.    At the end of the first financial year, the Net Asset Value                                      approximately 99% of the net proceeds of the issue of the
      per Bond has increased to USD 1.10. This increase is due                                         USD-Class Bonds, and 99% of the net proceeds of the
      to a small increase23 in the value of the Eligible Collateral                                    issue of the EUR-Class Bonds. The Trading Subsidiaries will
      but also reflects net new trading profits of 8c per Bond                                         use the Trading Capital to invest, directly and indirectly, in
      from the time the Profit Lock-in Feature was activated.                                          the underlying Investment Strategies described in section 3
      The Company24 increases the amount guaranteed to                                                 entitled ‘Investment strategy’.
      USD-Class Bondholders at the Maturity Date by 4c per
      Bond (from USD 1 to USD 1.04) representing 50% of the                                            Investment mechanism
      net new trading profits.                                                                         It is expected that each Trading Subsidiary will, following the
4.    During the second financial year, the Company achieves                                           Issue Date, enter into a Swap Transaction with the Swap
      net new trading profits of 11c per Bond reflecting net new                                       Counterparty, and substantially all the proceeds of the issue
      trading profits of 10% of USD 1.10 since the previous                                            of each Class of Bonds will be transferred by each Trading
      profit lock-in. During the same period the value25 of                                            Subsidiary to the Swap Counterparty under the relevant
      the Eligible Collateral increases by 2c per Bond and,                                            Swap Transaction.
      accordingly, the NAV per Bond increases to USD 1.23.                                             In accordance with the terms of each Swap Transaction,
      The Company24 increases the amount guaranteed to                                                 the Swap Counterparty agrees to pay the relevant Trading
      USD-Class Bondholders at the Maturity Date by 5.5c per                                           Subsidiary, on the Maturity Date, an amount (the ‘Equity
      Bond (from USD 1.04 to USD 1.095).                                                               Amount’), that will be at least equivalent to the aggregate
5.    At the end of the second financial year, the Net Asset                                           Guaranteed Amount of the relevant Class of Bonds. There
      Value per Bond has increased further to USD 1.25                                                 is also potential for a higher amount being payable to the
      (representing an increase of 1c per Bond in the net new                                          Trading Subsidiary under the Swap Transaction in reflection
      trading profits and an increase23 of 1c per Bond in the                                          of any positive performance of the Investment Strategies (in
      Eligible Collateral). The Directors26 take the view that the                                     excess of the net profits already locked-in under the Profit
      increase in net profits is too small to warrant a further                                        Lock-in Feature). It is expected that the Swap Counterparty
      profit lock-in.                                                                                  will hedge its exposure under the Swap Transactions, in whole
                                                                                                       or in part by investing in such Investment Strategies, through
6.    During the third financial year, trading losses of 4c per
                                                                                                       a fund or funds to which the Investment Manager or another
      Bond are recorded which, notwithstanding an increase23
                                                                                                       member of the Man Group is the investment manager. The
      in the Eligible Collateral of 3c per Bond, decreases the
                                                                                                       Swap Counterparty’s interest in such funds attributable
      Net Asset Value per Bond to USD 1.24. At no stage
                                                                                                       to each Swap Transaction will be charged in favour of the
      during the third financial year do net new trading profits
                                                                                                       relevant Trading Subsidiary, as security for the obligations of
      reach 10% or more of the NAV as of the last profit
                                                                                                       the Swap Counterparty under each Swap Transaction.
      lock-in (USD 1.23). The amount guaranteed to USD-Class
      Bondholders at the Maturity Date remains USD 1.095.                                              If a Swap Transaction is not entered into, or is terminated
                                                                                                       before the Maturity Date in accordance with its terms, then
7.    Trading profits of 12c per Bond are recorded during the
                                                                                                       a substantial portion of the proceeds of issue of the relevant
      fourth financial year, reflecting, after making good the net
                                                                                                       Class of Bonds or, as the case may be, the amount payable to
      new trading losses of 3c since the previous profit lock-in
                                                                                                       the relevant Trading Subsidiary by the Swap Counterparty on
      during the second financial year, net new trading profits
                                                                                                       termination of the Swap Transaction, will be used to purchase
      of 9c per Bond. At the end of the fourth financial year
                                                                                                       Eligible Collateral (as described in more detail under ‘Capital
      the Directors24 increase the amount guaranteed to
                                                                                                       preservation’ below and in appendix 1) and the balance
      USD-Class Bondholders at the Maturity Date by 4.5c per
                                                                                                       will be used to give the Trading Subsidiary exposure to the
      Bond (from USD 1.095 to USD 1.14).
                                                                                                       Investment Strategies as described in this Prospectus.




23. Where Swap Transactions are in place, net new trading profits of the relevant Trading Subsidiary are adjusted for changes in the Bond Floor, as defined in the documentation relating to the
Swap Transactions. 24. On the advice of the Investment Manager and with the consent of the Bank. 25. Where Swap Transactions are in place, net new trading profits of the relevant Trading
Subsidiary are adjusted for changes in the Bond Floor, as in the documentation relating to the Swap Transactions. 26. On the advice of the Investment Manager.
8    Man Vision Ltd
Investment allocations                                                                                  It is envisaged that each Trading Subsidiary will initially enter
The Investment Manager will monitor the proportion of funds                                             into a Swap Transaction which, among other things, gives
invested by each Trading Subsidiary using the Investment                                                it exposure to the Investment Strategies, and which would
Strategies with a view to maintaining a balanced investment                                             remain effective during the term of the relevant Class of
portfolio. As part of this process, the Investment Manager                                              Bonds, as well as establishing independent uncommitted
may increase or reduce, in whole or in part, the allocation                                             financing arrangements. The Directors may also effect similar
to the Investment Strategies and vary their investment                                                  or alternative arrangements as described more generally
exposures based on the available Trading Capital, the ongoing                                           in this section. It is anticipated that the maximum Leverage
performance of each investment and the risk/reward of each                                              outstanding under all Financing Arrangements at any one
investment. In seeking to fulfil the Company’s investment                                               time will be up to 75% of the prevailing Net Asset Value of the
objective, the Investment Manager may allocate assets to                                                relevant Bond Account or such other amount as the Directors
new investment approaches not described in this Prospectus.                                             may from time to time agree.
The composition and description of these new investment                                                 In addition to the provision of the Financing Arrangements
approaches may also change over time. The Investment                                                    by independent third parties, the Financing Arrangements
Manager may also delegate the construction and management                                               may be provided (in whole or part) by one or more entities
of individual style portfolios or other investment approaches                                           within the Man Group and/or Credit Suisse International.
to associated and external managers.                                                                    The Company may directly or indirectly invest in vehicles
                                                                                                        which utilise various forms of Financing Arrangements,
Investment exposure                                                                                     such as credit facilities, derivative instruments and
The Investment Manager will seek to provide an initial target                                           investments in leveraged vehicles.
investment exposure of 150% of the prevailing Net Asset Value                                           The Trading Subsidiaries may also use unsecured liquidity
of the USD-Class Bond Account and EUR-Class Bond Account.                                               facilities to meet short-term liquidity needs. Any such liquidity
The initial and target investment allocations are based upon                                            facilities may be provided (in whole or part) by independent
current recommendations by the Investment Manager.                                                      third parties, by one or more entities within the Man Group
The Investment Manager will, at its discretion, seek to                                                 or by Credit Suisse International.
achieve the target investment exposure as soon as possible
following the issue of the Bonds. This discretion may be                                                Capital preservation
influenced by various factors such as market conditions and                                             As described in more detail below and in appendix 1, the
trading performance.                                                                                    Company aims to ensure that the aggregate Guaranteed
In the event that market conditions change, the Investment                                              Amount of the Bonds is available to Bondholders at the
Manager may revise the target investment exposure of the                                                Maturity Date. By utilising the Swap Transactions, as
Bonds in order to maintain a balanced investment portfolio.27                                           described under ‘Investment mechanism’ above, the
The Investment Manager will continually monitor the Bonds                                               Company believes it is able to achieve both the target
to ensure that there is sufficient Trading Capital available to                                         investment exposure to the Investment Strategies and
support the desired target investment exposure. It may, in the                                          capital preservation.
event that the Trading Capital is significantly reduced from its                                        Pursuant to each Guarantee Facility Agreement, if the Swap
initial levels, dynamically manage the investment exposure of                                           Transactions are not entered into or are terminated before
the relevant Bonds with the aim of protecting the remaining                                             the Maturity Date in accordance with their terms, the Bank
Trading Capital to ensure that the Bonds are best placed to                                             will require the Company to apply a substantial portion of
achieve their investment objective over the longer term.                                                the proceeds from the issue of the relevant Class of Bonds
In order to achieve target investment exposure, the                                                     (or, as the case may be, the amount payable to the relevant
Company and/or the Trading Subsidiaries may utilise various                                             Trading Subsidiary by the Swap Counterparty on termination
arrangements with other financial institutions and investment                                           of the Swap Transactions) to purchase Eligible Collateral,
vehicles which may include Financing Arrangements.                                                      which the Company shall secure in favour of the Bank under
These arrangements may include terms providing that the                                                 the Security Agreements as security for the obligations of
investment exposure to the Investment Strategies may be                                                 the Bank pursuant to the relevant Guarantee. As set out in
reduced in certain circumstances and may include provisions                                             the Guarantee Facility Agreements, the Company may be
for the early termination of such arrangements in certain                                               required to provide and secure in favour of the Bank further
circumstances. In addition, these arrangements may include                                              amounts of Eligible Collateral in respect of the outstanding
terms relating to minimum and maximum allocations to each                                               guarantee commission owed by the Company to the Bank.
Investment Strategy.                                                                                    The Eligible Collateral in respect of the EUR-Class Bonds will



27. In such circumstances, it is anticipated that the Investment Manager will not ordinarily decrease the target investment exposure to less than 125% and will not ordinarily increase the target
investment exposure to more than 180%. A change in the target investment exposure will affect those fees which are charged on a percentage of investment exposure.
                                                                                                                                                                                Man Vision Ltd       9
likely be deposited with the Bank and the Eligible Collateral in   gains in the Net Asset Value per Bond within a short period
respect of the USD-Class Bonds will likely be deposited with       of time. Although the Bonds have the benefit of a Guarantee
the Security Custodian.                                            provided by the Bank, investors should understand that only
Whilst these collateral arrangements reduce the amount of          Bonds that are outstanding on the Maturity Date and that
assets available for Trading Capital, through the utilisation of   have not been redeemed prior to the Maturity Date will have
various arrangements such as the Financing Arrangements            the benefit of the relevant Guarantee in respect of repayment
to obtain leverage, the Company is potentially able to achieve     of their Guaranteed Amount. Accordingly, an investment in
both capital preservation and the target investment exposure       Bonds should be made only by those persons who could
as further described in the paragraph entitled ‘Investment         afford to sustain a loss in such an investment.
exposure’ above. However, investment exposure to the
                                                                   Leverage
Investment Strategies may, in the event that the net assets
                                                                   The Trading Subsidiaries, and the underlying vehicles through
of the relevant Trading Subsidiary fall below certain limits
                                                                   which they directly or indirectly invest, may borrow and/or
temporarily or permanently, have to be dynamically reduced.
                                                                   utilise various forms of leverage including leveraged or
Further details are set out under ‘Investment exposure’ in
                                                                   short positions under derivative instruments. While leverage
section 6 entitled ‘Key risks’.
                                                                   presents opportunities for increasing total return, it has the
                                                                   effect of potentially increasing losses as well. Any event
6 Key risks                                                        which adversely affects the value of an investment would be
Investors should carefully consider the risks associated with      magnified to the extent leverage is employed, and substantial
investing in the Bonds, whether the Bonds are a suitable           losses may result from unwinding short positions.
investment for them and whether they have sufficient
                                                                   Investment exposure
resources to be able to bear any losses which may result from
                                                                   It is the intention of the Company to reach and maintain
an investment in the Bonds. The following summary of the key
                                                                   the target investment exposure described in section 5
risks is not exhaustive and new risks may emerge over time.
                                                                   of this Prospectus, but the trading performance of the
Investors should only invest in the Bonds if they understand
                                                                   Company may not allow this level of exposure to be reached.
the terms on which the Bonds are offered and should, where
                                                                   Furthermore, in the event of an exceptional decline in the
appropriate, seek advice from their independent financial
                                                                   value of the Trading Capital to a level insufficient to sustain
adviser before making an investment.
                                                                   its normal diversified Investment Strategies, the Company
                                                                   (through the relevant Trading Subsidiary) may have to reduce
Speculative investment
                                                                   or cease its investment exposure to trading activities in some
There can be no assurance that the Company will achieve
                                                                   or all of the Investment Strategies.
its investment objective of delivering attractive medium-term
capital gains for commensurate levels of volatility.               Financing Arrangements
The investments which the Trading Subsidiaries propose             The Financing Arrangements create an additional layer of
to make, directly or through the Swap Transactions, are            leverage which, in the event of declining Trading Capital in
speculative. Furthermore, these investments may be subject         respect of either or both Classes and negative returns, may
to sudden, unexpected and substantial price movements              adversely affect performance.
(which may be influenced by factors such as interest rates,        In order to implement the Investment Strategies, the Trading
currency exchange rate and economic and political events           Subsidiaries may borrow and may utilise swaps and other
which are beyond the control of, and not predictable by, the       off-balance sheet derivative transactions, including the
Investment Manager and Investment Advisers). Unexpected            Swap Transactions, and other forms of leverage. The
and substantial price movements may lead to substantial            underlying vehicles through which the Trading Subsidiaries
fluctuations in the Net Asset Value per Bond within a short        directly or indirectly invest may also make use of leverage.
period of time. If the Bonds are redeemed before the Maturity      While leverage presents opportunities for increasing total
Date, an investor may lose most of his/her initial investment.     return, it has the effect of potentially increasing losses as
                                                                   well. If income and appreciation on investments made with
Investment strategy                                                borrowed funds are less than the cost of the leverage,
It should be borne in mind that the risk involved in this type     the value of the Trading Subsidiaries’ net assets and the
of investment is greater than that normally associated with        Net Asset Value per Bond will decrease. Accordingly, any
other types of investment, as the investments in which the         event which adversely affects the value of an investment by
Trading Subsidiaries propose to invest through some of the         the Trading Subsidiaries or the underlying vehicles through
Investment Strategies, directly or indirectly through the Swap     which they directly or indirectly invest would be magnified
Transactions, can be subject to sudden, unexpected and             to the extent leverage is employed. The Company may
substantial price movements. Consequently, the trading of          be exposed to the risk of early losses by the underlying
such investments can lead to substantial losses as well as         investments due to the use of a high degree of leverage.

10   Man Vision Ltd
The cumulative effect of the use of leverage in a market that        and may not take into account the particular interests of the
moves adversely to a leveraged investment could result in a          Trading Subsidiaries, the Company or the Bondholders.
substantial loss which would be greater than if leverage was         The underlying managers may employ complex trading
not used.                                                            systems/programmes or rely on analytical models to trade
Generally, leveraged transactions may involve the posting of         sophisticated financial instruments. Such trading systems/
collateral. Increases in the amount of margin or similar payments    programmes and analytical models may be fallible which
could result in the need for trading activity at times and prices    could result in losses.
which could be disadvantageous to the Trading Subsidiaries or        The markets in which the underlying managers trade may
the underlying vehicles through which they directly or indirectly    be disrupted or become illiquid, resulting in losses.
invest and could result in substantial losses.
                                                                     Underlying funds may be established in jurisdictions where
Some of the Investment Strategies may require the use of             there is no regulatory supervision or where regulatory
considerable leverage. There can be no assurance that                supervision is limited, and may invest in emerging markets,
leverage facilities will always be available and a loss of, or       and in unrated, illiquid, volatile or low-grade assets.
reduction in, the leverage facilities is likely to have the effect
of causing the Trading Subsidiaries to reduce their overall          The Guarantees
investment exposure. Terms upon which leverage facilities            The Guarantees are subject to the Bank’s credit risk.
are available may be subject to change.                              Therefore, on an insolvency of the Bank or similar event, the
As a consequence of leverage, interest expense may be                Bank may be unable to meet its obligations to Bondholders
material as a percentage of the Trading Subsidiaries’ assets.        under the Guarantees.
Interest expense could force a reduction in the exposure of          The Guarantees are also subject to material limitations,
a Trading Subsidiary to the relevant Investment Strategies.          restrictions and reservations, and prospective Bondholders’
The use of such leverage means that even comparatively               attention is drawn to the description of the Guarantees set out
small losses, or insufficient profits to offset expenses, could      in section 4 and appendix 1 to this Prospectus. In particular,
rapidly deplete the Trading Capital available to the Trading         the Bank’s obligations to Bondholders under each Guarantee
Subsidiaries in respect of all Classes and reduce or eliminate       will be reduced to the extent that the Company fails to deliver
their, and therefore the Company’s, profit potential.                any required amount of Eligible Collateral to the relevant
There is no assurance that any Financing Arrangement will            Security Fund if the relevant Swap Transaction is not entered
be renewed. In particular, third parties may not be available        into following the Issue Date or is terminated prior to the
to act as Financing Providers and the Man Group itself may           Maturity Date, and, in certain circumstances, to the extent of
face regulatory, commercial or other constraints, resulting          any actual or deemed reduction in the value of the Security
in it not offering or renewing a Financing Arrangement.              Fund (including arising as a result of, among other things, the
Additionally, any Financing Arrangement may be subject               imposition or proper payment of any present or future tax,
to early termination in accordance with its terms and                levy, impost, duty, deduction, withholding or other charge of a
may be terminated by a counterparty (which may include               similar nature or the imposition of any mortgage, charge, lien
the Bank). A loss of, a termination of, or a reduction in, a         or other encumbrance or change in law) and to the extent to
Financing Arrangement may have the effect of causing any             which it is unlawful for the Bank to remain under the relevant
one or more of the Trading Subsidiaries to reduce its overall        obligations under the Guarantees, in accordance with the
investment exposure with a corresponding reduction in                terms of the relevant Guarantee Facility Agreement and/or
investment return expectations. The renewal of a Financing           the Deeds of Guarantee.
Arrangement might be subject to a change in terms of that            Pursuant to the terms of each Deed of Guarantee, the Bank
Financing Arrangement including but not limited to a change          shall be released and discharged from its payment obligations
in applicable interest margins.                                      thereunder to the extent that the Swap Counterparty has
                                                                     made payment of either any Optional Early Unwind Amount or
Concentration
                                                                     the Equity Amount, pursuant to the Swap Transactions (each,
The Trading Subsidiaries are not required to limit their
                                                                     a ‘Swap Payment’). Neither the Swap Counterparty nor the
exposure to a particular class of assets, a particular
                                                                     Bank shall have any responsibility to oversee or supervise the
counterparty or a particular currency, and trading risks,
                                                                     subsequent payment of any Swap Payment by the relevant
interest rate risks and foreign exchange rate risks will be
                                                                     Trading Subsidiary to the Company and/or by the Company
increased where there is a high degree of exposure on
                                                                     to the relevant Bondholders. Neither the Bank nor the Swap
a concentrated basis.
                                                                     Counterparty shall be liable for any failure by the Trading
Underlying funds                                                     Subsidiary and/or the Company to remit such Swap Payment
Investment decisions in respect of underlying funds or               to Bondholders.
Investment Strategies will be made independently of the
Investment Manager by the relevant underlying managers,

                                                                                                                     Man Vision Ltd   11
The Company will be exposed to counterparty risk                    The Trading Subsidiaries, and the underlying vehicles through
(this means for example, the inability of any transaction           which they directly or indirectly invest, may be engaged in a
counterparty to perform its obligations, whether due to             high level of trading. Typically, high portfolio turnover will result
insolvency, bankruptcy or other causes) in respect of the           in correspondingly high brokerage and transaction costs
assets received by the Swap Counterparty pursuant to                which will negatively affect the Net Asset Value of the Bonds.
the Swap Transactions or, as the case may be, held in               Incentive fees may create an incentive for the Investment
the Security Funds.                                                 Manager and the Investment Advisers to make investments
If the Bank is required, in respect of any payment due from it      which are riskier than would be the case in the absence of a
in accordance with the relevant Deed of Guarantee, to make          fee based on performance.
a tax deduction then the Bank will deduct the amount of
such tax deduction from such payment so that the person             Counterparty risk
entitled to receive such payment shall receive from the Bank        Should the Broker or any other counterparty transacting
an amount net of such tax deduction. In no circumstances            with the Company and/or the Trading Subsidiaries (or other
shall the Bank be under any obligation to make any additional       underlying vehicles through which the Company indirectly
payment in respect of any such tax reduction.                       invests) become insolvent, any claim that the Company
Investors should understand that only Bonds that are                and/or Trading Subsidiaries (or underlying vehicles) may have
outstanding on the Maturity Date and that have not been             against such counterparties would ordinarily be unsecured.
redeemed prior to the Maturity Date will have the benefit of the    The Company will also be exposed to counterparty risk in
relevant Guarantee in respect of their Guaranteed Amount.           respect of the assets in the Security Funds. The Trading
Investors should understand that the real value of the              Subsidiaries will have the benefit of security over certain
Guaranteed Amount, subject to any increase as a result of           assets in respect of the Swap Counterparty’s obligations
the Profit Lock-in Feature, on Bonds held until the Maturity        under the Swap Transactions, however credit risk will
Date is likely to be reduced by the effects of inflation and that   nevertheless remain as regards to the Swap Counterparty.
the return on Bonds may be worth less in real terms at the
Maturity Date. Investors should be aware that if they only          Legal
receive a Guaranteed Amount equal to the Face Value of each         Applicable laws, regulations or taxation arrangements may
Bond as at the Maturity Date, this amount is likely to have         change before the Maturity Date and adversely affect the
been reduced by the effects of inflation and would be less          Company and/or Bondholders. Furthermore the interpretation
than the risk-free rate of return that Bondholders could have       of such laws, regulations or taxation arrangements may differ
received if their money had been invested in risk-free assets.      from jurisdiction to jurisdiction and/or be construed differently
                                                                    by a court of law from the legal advice obtained by the
Performance history                                                 Company (for example the SAC Act may not be recognised in
There can be no assurance that information on the Investment        some jurisdictions or may be construed in a manner which is
Manager, the Investment Advisers or the investment styles           contrary to the intention of the legislation).
set out in this Prospectus, including information on past
performance, will be indicative of how the Bonds will perform       Taxation
(either in terms of profitability or low correlation with other     The Company intends to conduct its affairs such that it will not
investments) in the future.                                         be engaged in a trade or business in any country other than
                                                                    Bermuda for taxation purposes. If any of the activities were
Interest and exchange rate risks                                    deemed to constitute a trade or business from a country other
Fluctuations in exchange rates could cause the value of             than Bermuda, then that country’s taxes may apply, and may
investments made by Bondholders to increase or decrease.            adversely affect the performance of the Bonds.

The Company, the Trading Subsidiaries and the underlying            Potential investors in the Company should understand
vehicles through which the Trading Subsidiaries invest will         the taxation regime in their own jurisdictions as well as the
have exposure to foreign exchange and/or interest rate              implications of such regime on an investment in the Bonds and
risks. The Company and the Trading Subsidiaries may seek            should, where appropriate, take independent taxation advice.
to mitigate their risks through hedging transactions. To the
extent these hedging transactions are imperfect or are only         Early redemption of Bonds
placed over a portion of the target investment exposure,            Bondholders wishing to redeem Bonds prior to the Maturity
Bondholders will realise the resulting benefit or loss.             Date will need to submit a notice of redemption by no later
                                                                    than the 15th day of the calendar month preceding the
Fees and transaction costs                                          Dealing Day on which any such redemption is intended to
The Company and the Trading Subsidiaries are obliged to             be made. After the notice of redemption has been given,
support significant costs as disclosed in section 7 which will      and before the relevant Dealing Day, the underlying
negatively affect the Net Asset Value of the Bonds.                 Net Asset Value of each Bond, and therefore the redemption

12   Man Vision Ltd
price, may change substantially due to market movements.           affiliates and/or be involved in other financial, investment or
Bondholders are not entitled to withdraw a request for             professional activities which may on occasion give rise to
redemption after the 15th day of the calendar month                conflicts of interest with the Company, the Trading Subsidiaries
preceding the relevant Dealing Day. Bondholders who                or members of the Man Group and/or which may give rise to
redeem their Bonds before the Maturity Date will not have          conflicts of interest in relation to Credit Suisse International
the benefit of the relevant Guarantee.                             acting in its capacity as provider of the Guarantees or as
Any redemption of Bonds prior to the Maturity Date will have       Swap Counterparty.
the effect of decreasing the assets of the Company, thereby
increasing the costs attributable to those Bonds which             7 Fees and expenses
remain outstanding.                                                Management and incentive fees
As described in sections 9 and 10 of this Prospectus and as        Management fees will be charged and calculated at a rate of
set out fully in the Instruments, in various circumstances the     up to one-quarter of 1% per month (approximately 3% per
redemption of Bonds, the payment of redemption proceeds,           annum) of the investment exposure (see section 2 entitled
and/or the calculation of the NAV of the Bonds may be              ‘Investment overview’ and section 5 entitled ‘How the
suspended, including where, following an event of default by       Company invests’) allocated to the AHL Programme (i.e. the
the Company or the relevant Trading Subsidiary under the           amount allocated from each Trading Subsidiary (directly or
Guarantee Facility Agreement relating to a Class of Bonds,         indirectly) to the AHL Programme by the Investment Adviser
the Bank has enforced its security interests over the Security     from time to time).
Fund. The Directors may also change the timing of a Dealing        Incentive fee of up to 20% will also be charged based on the
Day and/or a Valuation Day.                                        net increase in value attributable to the
The events of default include, but are not limited to, a failure   AHL Programme.
by the Company or the relevant Trading Subsidiary to               Management fees will be charged and calculated at a rate
make a payment under the Guarantee Facility Agreement              of up to one-eighth of 1% per month (approximately 1.5%
when due, a failure by the Company or the relevant Trading         per annum) of the investment exposure (see section 2
Subsidiary to comply with any other obligations in the             entitled ’Investment overview and section 5 entitled ’How
guarantee documents and certain insolvency proceedings             the Company invests’) allocated to the RMF Portfolio (i.e. the
or enforcement actions against the Company or the relevant         amount allocated from each Trading Subsidiary (directly or
Trading Subsidiary.                                                indirectly) to the RMF Portfolio by the Investment Adviser
                                                                   from time to time).
Calculation of NAV
                                                                   A monthly incentive fee of up to 10% will also be charged
The Net Asset Value of the Bonds will be based in part on
                                                                   based on the net increase in value attributable to the
estimated valuations which may contain errors or otherwise
                                                                   RMF Portfolio.
be inaccurate.
                                                                   Incentive fees may only be payable if the net increase in value
The Company may calculate estimated valuations
                                                                   attributable to the AHL Programme and/or the RMF Portfolio, as
and/or performance information in respect of the Bonds
                                                                   the case may be, exceeds a previously attained value for such
(an ‘Estimate’) and publish an Estimate on the website
                                                                   Investment Strategy. Incentive fees may also be charged prior
www.maninvestments.com or on such other website, or
                                                                   to the deduction of certain fees and expenses. Management
in such other medium, as it may consider appropriate. In
                                                                   fees and incentive fees will be calculated separately for each
connection with the publication of an Estimate, the Company
                                                                   Investment Strategy and without set-off or averaging between
may delegate the calculation and publication to the Valuations
                                                                   Investment Strategies.
Agent, the Investment Manager, the Marketing Adviser or
                                                                   All, or a portion of, these fees may be received by
such other party as is authorised by the Company to carry
                                                                   Man Investments or its affiliates.
out such function from time to time.

                                                                   Other fees and expenses
Conflicts of interest
                                                                   The Company bears, directly or indirectly (through the Trading
There is a risk that conflicts of interest, as described in
                                                                   Subsidiaries), on a pro rata or other reasonable basis the fees
section 11 of this Prospectus may arise for the Directors of
                                                                   and expenses noted below.
the Company, for the Man Group entities providing services
to the Company and the Trading Subsidiaries, and for               The Company shall pay all operating expenses including the
the Bank.                                                          annual Bermuda company registration fees of the Company
                                                                   and the Trading Subsidiaries, auditing and legal costs of the
Credit Suisse International and the other members of the
                                                                   Company and the Trading Subsidiaries, an annual dividend
Credit Suisse Group and their respective officers, employees
                                                                   payable to the holder of the ordinary shares (amounting
and affiliates may from time to time act as Financing Provider
                                                                   up to USD 5,000 per annum), the costs of Euroclear and
and/or provide other services to the Man Group or its

                                                                                                                   Man Vision Ltd   13
Clearstream for registering and maintaining the Bonds in their    Capital protection and credit fees
systems, the costs of obtaining and maintaining a listing, and    The Bank is entitled to receive fees in its capacities as
the printing and distribution costs of the periodic and annual    guarantor, Swap Counterparty, and potentially Financing
reports and statements.                                           Provider under a Financing Arrangement.
The Company shall pay the fees and expenses of service            The Bank will receive fees of a minimum of 0.25% per annum
providers responsible for particular functions, including the     on a 30/360 basis calculated by reference to the aggregate
Registrar, the Valuations Agent, the Settlement Agent, the        Guarantee Liability with respect to each Class from time
Paying Agent, the Bank and the Guarantee Claims Agent.            to time accruing from the Issue Date and payable monthly
The Company shall pay a valuation fee calculated and charged      in arrears. This will be payable to the Bank in its role as
monthly of up to 0.15% per annum of the Net Asset Value           guarantor even if the Swap Transactions are not in effect.
to, and reimburse the expenses of, the Valuations Agent           In addition, if the Swap Transactions are in effect, the Bank will
(this fee rate is subject to a minimum charge of USD 25,000       be entitled to a further 0.75% calculated in the same way, due
per annum) per Class of Bonds.                                    to its intended role as the Swap Counterparty.
The Company will also be required, if Eligible Collateral is      If the Swap Transactions are in effect, then a considerably
provided pursuant to the Guarantee in respect of the USD-Class    smaller amount of Leverage under the Financing
Bonds, to pay a custody fee of USD 5,000 per annum to, and        Arrangements will be required than would otherwise be the
reimburse the expenses of, the Security Custodian.                case. At the date of this Prospectus, the Directors intend the
There will be a risk transfer and structuring fee payable to      Swap Transactions to be in place for the term of the Bonds.
Man Investments in respect of risk and capital management,        To enable the Company to maintain the desired investment
advice and structuring services at a rate of up to one-twelfth    exposure to the Investment Strategies, an uncommitted
of 1% per month (approximately 1% per annum) of the               enhancement to the Swap Transactions may be provided.
Net Asset Value which is calculated and payable monthly           In the event that such an uncommitted enhancement is
in arrears.                                                       utilised, a fee will be payable by the Trading Subsidiaries,
                                                                  at a rate which is not expected to exceed the equivalent of
The Directors are each entitled to annual fees from this
                                                                  0.20% per annum of the Net Asset Value from time to time,
Company and each Trading Subsidiary of up to USD 5,000
                                                                  accruing from when the arrangement is utilised and payable
per company, which are born equally by Bondholders.
                                                                  monthly in arrears. All, or a portion of, this fee may be received
Directors who are also employees of Man Investments waive         directly or indirectly by Man Investments or its affiliates.
these fees. The Directors may also receive other fees and be
                                                                  The Company has also granted the Bank indemnities (in
reimbursed for out-of-pocket expenses, including those in
                                                                  respect of each Class) in respect of certain increases in
relation to attendance at meetings.
                                                                  the cost of providing the Guarantees and certain other
The preliminary costs and expenses incurred in connection         miscellaneous expenses.
with the incorporation of the Company and the Trading
                                                                  Any Leverage under the Financing Arrangements is likely
Subsidiaries, the issue of the Bonds, delivery transactions
                                                                  to bear interest at the rate of LIBOR plus a spread (such
in the Clearing Systems, obtaining a listing, printing and
                                                                  spread is likely to be subject to change, and whilst it is not
distributing the Prospectus and related marketing material
                                                                  expected to exceed 2% and can be significantly lower, it may
and the legal fees of the Company, the Trading Subsidiaries
                                                                  exceed 2% during the term of the Company, under certain
and Man Investments shall be payable by the Company and
                                                                  market conditions), calculated on the principal amount of the
the Trading Subsidiaries. In aggregate, the preliminary costs
                                                                  Leverage outstanding under the Financing Arrangements.
are not expected to exceed the higher of USD 500,000 and
0.75% of the aggregate Face Value of the Bonds issued.            An arrangement fee is likely to be payable by the Trading
Such expenses will be amortised during the first three years      Subsidiaries in respect of the Leverage after the close of
after trading commences and will be debited from the Bond         the Offer Period and, if renewed, the Leverage under the
Accounts on a pro rata basis.                                     Financing Arrangements is likely to be subject to an annual
                                                                  renewal fee.
In connection with the procurement of the uncommitted
dealing arrangements a dealing facility fee will be payable, at
                                                                  Underlying fees and expenses
a rate of up one-twelfth of 0.05% per month (approximately
                                                                  In implementing the Investment Strategies, allocations will be
0.05% per annum) of the target investment exposure of each
                                                                  made by a number of methods, such as through investments
Trading Subsidiary after commencement of trading, in respect
                                                                  in other investment funds or managed accounts or through
of arranging a facility which may bridge the liquidity mismatch
                                                                  underlying investment managers and the Company will,
between underlying managers and the redemption terms of
                                                                  indirectly, bear all costs and brokerage commissions
the Company.




14   Man Vision Ltd
associated with these trading transactions. Further fees         Man Investments
and expenses including, where applicable, management,            The Investment Manager (and Investment Adviser) to the
due diligence, risk management and incentive fees will be        Trading Subsidiaries is Man Investments Limited which
incurred at the underlying level in respect of the proportion    is authorised and regulated by the FSA in the conduct of
so allocated.                                                    its regulated activities in the United Kingdom. A member
An introducing broker fee in respect of reviewing, negotiating   of the Man Group, Man Investments provides access for
and monitoring brokerage arrangements will be payable in         private and institutional investors worldwide to alternative
respect of the investment exposure to some parts or all          investment strategies through a range of innovative products
the AHL Programme. On the basis of the allocations at            and solutions designed to deliver long-term investment
1 March 2008, such fee would amount to 0.56% of the total        performance. Man Investments has a 20-year track record
investment exposure to the Investment Strategies. These          in this field, supported by strong product development and
allocations can change in the course of the normal investment    structuring skills as well as an extensive investor service and
management process, so the total introducing broker fee as a     global distribution network.
proportion of the total investment exposure is also expected     At 31 December 2007 Man Investments had USD 71.7 billion
to change slightly. Where it applies, this fee is charged at a   under management.
rate of up to 1% per annum of the investment exposure to
some parts or all of the AHL Programme.                          Man Investments AG
The fees and transaction costs payable by the Company            The Marketing Adviser is Man Investments AG, a member
and/or the Trading Subsidiaries as set out in this section may   of the Man Group, which has principal responsibility for
be subject to change and/or renegotiation over the term of       advising the Company and the Trading Subsidiaries in relation
the Company where, for example, the underlying investments       to product structuring and for the set-up, optimisation,
or the targeted investment exposure change.                      coordination and maintenance of an efficient global distribution
In respect of the fees and expenses payable by the Company       network. Man Investments AG has also been appointed as the
and the Trading Subsidiaries, please also refer to sections 6,   Introducing Broker to the Trading Subsidiaries.
11 and 12.                                                       The Marketing Adviser also liaises with the Bank in relation
                                                                 to the Guarantees in respect of the Bonds and, arranges for
                                                                 the provision of monthly liquidity to the Company and the
8 Key parties and service providers
                                                                 implementation of any Financing Arrangements.
Man Group plc
Man Group plc is one of the world’s largest alternative
                                                                 Credit Suisse International
asset managers and a UK publicly listed company in the
                                                                 Credit Suisse International (the ‘Bank’) was incorporated in
FTSE 100 Index.
                                                                 England and Wales under the Companies Act 1985, on 9 May
Man Group plc employs approximately 1,600 people in              1990. Credit Suisse International is an English bank and is
13 countries, with key centres in London, Switzerland,           regulated as an EU credit institution by the FSA under FSMA.
Chicago, New York, Tokyo, Hong Kong and Sydney.                  Its principal business is banking, including the trading of
At 31 December 2007, Man Group plc had a market                  derivative products linked to interest rates, foreign exchange,
capitalisation of USD 19.3 billion.28                            equities, commodities and credit. The primary objective of
                                                                 Credit Suisse International is to provide treasury and risk
Investment committee of Man Investments                          management derivative product services. Credit Suisse
(‘Man Investco’)                                                 International has established a significant presence in global
The committee has been appointed by Man Investments and          derivative markets through offering a broad range of derivative
is comprised of the Chief Executive of Man Investments as well   products. Credit Suisse International is managed as a part
as senior investment professionals from Man Investments and      of the investment banking division of Credit Suisse in the
the core managers, including the Chief Investment Officers of    Europe, Middle East and Africa region. Credit Suisse is active
AHL, MGS, Glenwood and RMF. Man Investco is responsible          in over 50 locations across more than 20 countries and
for the creation and management of all investment products       Credit Suisse’s parent company, Credit Suisse Group, is a
that allocate across two or more of Man Investments’ core        leading global financial services company headquartered
investment managers, including the IP 220 product series.        in Zurich.
At 31 December 2007, Man Investco managed 56 products            The short-term unsecured obligations of Credit Suisse
with a total of approximately USD 9 billion in assets.           International are currently rated F1+ by Fitch, P-1 by Moody’s
                                                                 and A-1+ by S&P and the long-term obligations of Credit
                                                                 Suisse International are currently rated Aa1 by Moody’s
                                                                 and AA- by S&P.

28. Approximately GBP 9.8 billion and EUR 13.3 billion.
                                                                                                                  Man Vision Ltd   15
Security Custodian                                                                                          Ernst & Young Limited
The security custodian holding any Eligible Collateral in                                                   The Company has appointed Ernst & Young Limited as
respect of the USD-Class Bonds will be Credit Suisse                                                        auditors of the Company.
Securities (USA) LLC or such other entity as is appointed by                                                The Directors may from time to time replace the above service
the Bank as security custodian from time to time in respect                                                 providers, and/or appoint new service providers.
of the Security Fund in respect of the Guarantee for the
USD-Class Bonds, with the prior written consent of the
Company (such consent not to be unreasonably withheld,
                                                                                                            9 The Bonds
delayed or made subject to conditions).                                                                     A summary of the key characteristics of the Bonds is set out
                                                                                                            below. The terms and conditions of the Bonds are set out in
MF Global UK Limited                                                                                        the Instruments.
The principal broker to the Trading Subsidiaries at the date
of this Prospectus is MF Global UK Limited. The Broker is a                                                 Status of the Bonds
London-based futures broker and is authorised and regulated                                                 Each Class of Bonds will constitute unsubordinated and
by the FSA in the conduct of its regulated activities in the                                                unsecured obligations of the Company for the relevant
United Kingdom.                                                                                             Bond Account.
                                                                                                            The payment obligations of the Company pursuant to each
Man Valuation Services Limited                                                                              Class of Bonds rank at least equally with all of the Company’s
Man Valuation Services Limited, a member of the Man Group,                                                  other present or future unsecured and unsubordinated
has been appointed to provide the Company and the Trading                                                   obligations of the relevant Bond Account. The Instruments
Subsidiaries with valuation and accounting services in relation                                             constituting the Bonds do not contain any restrictions on
to the Bonds.                                                                                               the Company borrowing money or charging or disposing
                                                                                                            of assets or changing the nature of its business. Unless
Citi Hedge Fund Services, Ltd                                                                               otherwise agreed with the Bank, the Instruments prohibit the
The Company has appointed Citi Hedge Fund Services,                                                         Company from issuing any further Bonds, shares or other
Ltd to act as the Company’s registrar and administrator on                                                  instruments which would have the right to participate in or
the terms of the secretarial and registrar agreement and as                                                 would be valued by reference to the assets and liabilities of
paying agent on the terms of the settlement and paying and                                                  any of the Bond Accounts.
transfer agency agreement30. The Registrar’s duties extend
                                                                                                            The Bonds are in registered form, and title to the Bonds shall
(but are not limited) to maintaining the statutory registers of
                                                                                                            pass to Standard Bondholders when their names are entered
the Company and making entries in such registers. Unless
                                                                                                            in the Company’s register of Bondholders. All Bonds held
otherwise directed by the Company, the Registrar may
                                                                                                            for Direct Participants via the Clearing Systems will be held
delegate some of its duties at its discretion.
                                                                                                            in global registered form on behalf of The Bank of New York,
The Registrar also provides the services of the Segregated
                                                                                                            London Branch as common depository for Euroclear and
Accounts Representative (‘SAR’) of the Company. In its
                                                                                                            Clearstream and registered in the name of The Bank of New
capacity as SAR, the Registrar is required to report to the
                                                                                                            York (Depository) Nominees Limited as nominee.
Registrar of Companies in Bermuda in certain circumstances,
such as where the Company is threatened with insolvency or
                                                                                                            Limited recourse
where provisions of the SAC Act have not been complied with.
                                                                                                            The rights of each Class of Bonds are limited to the assets
The Registrar, acting in its capacity as the Guarantee Claims
                                                                                                            attributable to the relevant Bond Account. The obligations
Agent, is obliged under the terms of the relevant Guarantee
                                                                                                            of the Company for each Class of Bonds will only be
Claims Deed to act as agent of the Bondholders in making
                                                                                                            payable from its respective Bond Account. In the event that
claims under the relevant Guarantee and for the distribution
                                                                                                            the assets attributable to the relevant Bond Account are
of monies payable in respect of claims made under
                                                                                                            insufficient to meet the obligations of the Company to pay
each Guarantee.
                                                                                                            monies to Bondholders of the relevant Class of Bonds, or
In addition to the Bond register maintained by the Registrar,                                               to the Guarantee Claims Agent acting on their behalf, such
which records the legal owner of the Bonds (being the                                                       Bondholders will be limited to proceeding against the Bond
Standard Bondholders or, in respect of Bonds held in the                                                    Account relating to their investment(s) only and shall not be
Clearing Systems, The Bank of New York (Depository)                                                         entitled to exercise any rights or have further recourse to, the
Nominees Limited as nominee of the Common Depository),                                                      assets attributable to any other Bond Account or any other
the Registrar has agreed to maintain (or cause to be
                                                                                                            assets of the Company.
maintained) a register of Bondholders in which the Registrar
shall record, as well as the Standard Bondholders, the
Direct Participants.

29. See the paragraph entitled ‘Material Contracts’ in section 12 entitled ‘Additional information’ for further details.

16   Man Vision Ltd
Application for Bonds                                              After the Issue Date a contract note will be issued by the
Investors must complete an Application Form in order               Bondholder Services Agent to each Standard Bondholder
to subscribe for Bonds. As a result of any application,            and each Direct Participant confirming the issue price and
Applicants’ details will be included in the client database        the allocation of the Bonds. No individual certificates will be
of Man Investments for administrative purposes. The data           issued in respect of the Bonds.
Applicants provide (the ‘Data’) to the Company may be              Once completed applications have been received by the
disclosed to any company in the Man Group or to their service      Company, they cannot be withdrawn. Monies received from
providers and/or the Applicant’s account executive (the ‘Data      Applicants will not be held on trust and will only be returned
Recipients’). The Data may be used for the administration          to Applicants at the discretion of the Directors. Bonds applied
of an Applicant’s investment; informing Applicants about           for by Applicants will be issued, and Bonds held in the
their investment (including information of a confidential          Clearing Systems will be delivered to the Common Depository
nature); statistical analysis and market research; and (unless     for Euroclear and Clearstream, after receipt and bank
otherwise indicated by Applicants on their Application Form)       clearance of subscription monies and the acceptance of the
direct marketing of services any Data Recipient thinks may         applications. The Company will only issue Bonds in multiples
be of interest to each Applicant (all the ‘Data Purposes’).        of ten and any excess subscription monies so resulting will
Applicants have the right to require corrections to, and receive   be credited for the benefit of the applicable Bond Account.
a copy of, the Data and a fee may be charged to Applicants         The Directors may, in their absolute discretion, reject or scale
for any such copy. Applicants further agree that any Data          down any application for Bonds without giving any reason.
Recipient may contact them by post, telephone, fax, e-mail or      In these circumstances, the balance of any Application
other available method for the Data Purposes. In completing        Amount, less any bank charges, will be returned to the
the Application Form, Applicants consent to the processing         source from which it was received.
of their Data outside the EEA where adequate data protection
                                                                   The Company may, in its discretion, allow persons to acquire
may not be ensured.
                                                                   and make payment for Bonds on a DVP basis. Persons
All Applicants should apply for Tranche A Bonds unless             wishing to make use of this facility should make a request
they have been specifically invited by the Directors to apply      to the Bondholder Services Agent (or such other entity
for Tranche B Bonds. Applications for Bonds will open at           contracted by it to distribute DVP Application Forms) for a
09:00 (London time) on 21 April 2008 and will close at             DVP Application Form. The forwarding of a DVP Application
17:00 (London time) on 3 June 2008 (unless the Offer Period        Form shall not constitute acceptance by the Company that
is extended). Applications may be made by completing,              such person qualifies to acquire Bonds on a DVP basis.
signing and sending an Application Form, directly or indirectly,   DVP Applicants should carefully consider the instructions
to the Bondholder Services Agent (or such other entity             and terms and conditions which relate to DVP transactions
contracted by it to receive applications) so that it is received   as contained in the DVP Application Form, before completing
by no later than the Closing Date.                                 and submitting it. The Settlement Agent and the Paying
Alternatively, applications may initially be made by fax,          Agent will act on behalf of the Company in effecting the
directly or indirectly, to the Bondholder Services Agent           DVP transaction and will be contractually obliged to pay the
(or such other entity contracted by it to receive applications)    DVP Proceeds to the order of the Company. Should a DVP
so long as the original Application Form (and Anti-money           transaction fail to settle for any reason, the Directors may
Laundering Documents) is completed and signed by or on             cancel or transfer the relevant DVP Bonds or seek specific
behalf of the Applicant and sent to the Bondholder Services        performance in the courts at their discretion.
Agent (or such other entity contracted by it to receive            Applicants other than DVP Applicants, should remit
applications). Bondholders will not be entitled to receive         subscription monies by SWIFT MT103 transfer using the
any redemption proceeds until the original Application Form        bank instruction details provided with the relevant Application
(and Anti-money Laundering Documents) has been received            Form. Cleared funds, for at least the Minimum Subscription,
by the Bondholder Services Agent (or such other entity             must be received from these applicants into the relevant
contracted by it to receive applications).                         Subscription Account by no later than the Closing Date.
All Applicants who have an account with the Clearing               Subscription monies must not be sent by personal cheque
Systems and who wish to have their Bonds credited to               or bank draft.
an account with Euroclear or Clearstream should specify            If the total amount of Bonds applied for by Applicants exceeds
in their Application Form all the details of such account.         the amount of Bonds available for issue (as agreed by the
These Applicants are referred to as ‘Direct Participants’.         Company and the Bank), allocation of Bonds among Applicants
All Applicants who do not wish to hold their Bonds                 shall be determined by the Directors at their discretion.
through Euroclear or Clearstream are referred to as
‘Standard Bondholders’.



                                                                                                                    Man Vision Ltd   17
The Directors reserve the right to terminate the offers for all,         the Bonds) not attributable to a specific Bond Account
or any one of, the Classes of Bonds should they consider it              (as determined by the Valuations Agent in its reasonable
appropriate. If the offers are so terminated, all subscription           discretion).
monies received by the Company from Applicants for Bonds           The Valuations Agent will calculate the Net Asset Value per
in that Class of Bonds will be repaid together with accrued        Bond of each Class of Bonds on each Valuation Day by
interest (if any), less any bank charges.                          dividing the value of the relevant Bond Account by the number
Any Application Amounts not applied towards the subscription       of Bonds outstanding in that Class of Bonds on that day. Any
for Bonds shall be returned to Applicants within 30 days of the    determination as to the Net Asset Value, the Net Asset Value
Closing Date.                                                      per Bond and/or the redemption price per Bond that is given
The Directors may, at their absolute discretion, accept late       in good faith by or on behalf of the Directors is binding on
submission of Application Forms and/or subscription monies.        all parties.

Subscription monies denominated in a certain currency
cannot be transferred on any public holiday relating to such       Suspension of valuations
currency e.g. USD cannot be transferred on a US federal            The Directors may suspend the determination of the
public holiday and in such circumstances the subscription          Net Asset Value per Bond for the whole or any part of
monies will be transferred on the next Business Day.               a period during which:
                                                                   (a) any exchange or market on which any significant portion
Subscription Accounts                                                  of the investments comprised in the relevant Bond
The Company has opened an interest bearing Subscription                Account are listed, quoted, traded or dealt in is closed
Account with the Subscription Account Holder for each                  (other than customary weekend and holiday closing) or
Class of Bonds. Any monies received from Applicants                    trading on any such exchange or market is restricted;
will be credited to and held in the Subscription Accounts          (b) in the opinion of the Directors, it is not reasonably
pending the issue of the Bonds (or the return of the monies            practicable for the Company and/or the Trading
to the Applicant). All amounts standing to the credit of the           Subsidiaries to dispose of investments or where such
Subscription Accounts shall belong to the Company.                     a disposal of investments would be materially prejudicial
The Company will credit Applicants with interest on their              to Bondholders;
Application Amounts from (but not including) the date of           (c) a breakdown occurs in any of the means normally
receipt of the monies up to and including the Closing Date.            employed in ascertaining the value of investments
The number of Bonds allocated to Applicants will be adjusted           or when, for any other reason, the value of any of the
to reflect accrued interest, rounded down to the nearest               investments or other assets comprised in any of the Bond
multiple of ten Bonds. Any interest accruing in the relevant           Accounts cannot reasonably or fairly be ascertained;
Subscription Account after the Closing Date will be credited       (d) the Company and/or the Trading Subsidiaries are unable
to the relevant Bond Account.                                          to repatriate the funds required for the payment of
                                                                       redemption proceeds;
Restriction on applications                                        (e) in the opinion of the Directors, any transfer of funds
No application for Bonds should be made by                             required as part of the redemption process, cannot be
a Non-qualified Person.                                                made at a normal rate of exchange;
                                                                   (f)   the first notice to Bondholders of a decision to liquidate the
Valuation of the Bonds
                                                                         Company or compulsorily redeem all Bonds is published;
The Net Asset Value for each Class of Bonds will be
determined monthly by the Valuations Agent as at each              (g) any of the Company’s investments are affected by
Valuation Day, in accordance with the methodology described            a voluntary or involuntary liquidation or bankruptcy
in the Instruments, as the aggregate of:                               or insolvency or similar proceeding, or an event
                                                                       occurs which results in the Company’s or the Trading
(a) the value of any Security Fund in respect of the relevant
                                                                       Subsidiaries’ investments being nationalised,
    Class; and
                                                                       expropriated or otherwise required to be transferred to
(b) he value of all the assets (including the relevant Swap            any government agency, authority or entity;
    Transaction) of the relevant Trading Subsidiary less its
                                                                   (h) the Directors are of the opinion that a change or adoption
    liabilities (which include the balance of any outstanding
                                                                       of any law, rule, regulation or policy by any governmental
    Leverage attributable to that Class of Bonds), excluding
                                                                       authority, central bank or comparable agency imposes
    the equity capital of the Trading Subsidiary, plus a pro
                                                                       restrictions on the sale or acquisition or transfer of
    rata share of the value of any other assets and liabilities
                                                                       investments; or
    of the Company (excluding the liabilities in respect of



18   Man Vision Ltd
(i)   the Directors determine it to be in the interest of the        Notices
      Bondholders as a whole or Bondholders of a relevant            Notices required to be delivered to Bondholders will be sent
      Class of Bonds or Classes of Bonds.                            to Bondholders at the address shown in the relevant register.
No Bonds will be redeemed during a period of suspension.             Notices to Direct Participants shall be given to the relevant
                                                                     Clearing System for onward communication.
The Directors reserve the right to withhold payment to
persons whose Bonds have been redeemed prior to a
suspension until after the suspension is lifted, this right to be    Governing law
exercised in circumstances where the Directors believe that          Other than the provisions relating to the SAC Act, which are
to make such payment would materially and adversely affect           expressly governed by Bermudan law, the Instruments and
and prejudice the interests of continuing Bondholders.               the Bonds will be governed by English law. The Company and
                                                                     the Trading Subsidiaries have appointed Man Group Services
The Directors have delegated their rights of suspending
                                                                     Limited to receive on their behalf service of process in respect
dealings in Bonds and the postponement of any Dealing Day
                                                                     of any suit, action or proceedings in the courts of England.
to the Investment Manager, subject to their overall supervision
or direction.
                                                                     10 Dealing with the Bonds
Reporting                                                            Transfer of the Bonds
Once the Company has achieved investment exposure to                 Direct Participants
any of the Investment Strategies described in section 3, a           Transfers must be for a number of Bonds equal to or greater
monthly valuation and report providing a performance review          than the Minimum Redemption and must not result in
relative to current market conditions will be sent or made           the Bondholder holding a number of Bonds less than the
available to Bondholders. The Directors anticipate that the          Minimum Holding. Transfers between Direct Participants
Net Asset Value per Bond for any given Valuation Day will            will be in accordance with the usual rules and operating
be available within 20 Business Days of the Valuation Day            procedures of the relevant Clearing System. So as to ensure
with the valuation and report to be made available as soon           that transferees are properly recorded as Bondholders on
as reasonably practicable thereafter. The Company reserves           the Company’s register of Bondholders and that they receive
the right to make these reports available in electronic form on      all communications, transferees should inform, directly or
Man Investments’ website and to distribute them only in hard         indirectly, the Bondholder Services Agent (or such other entity
copy on specific request. From time to time the Investment           contracted by it to receive such communications) accordingly,
Manager may, at its discretion, communicate the value of             and provide reasonable proof of their entitlement to Bonds.
the Bonds, or the value per Bond, to data vendors or other           A transfer from a Direct Participant to a Standard Bondholder
relevant parties.                                                    must be accompanied by a completed original ‘Transfer
The track record of the Company will commence from the               request form’ available from the Bondholder Services Agent
date investment exposure to any of the Investment Strategies         (or such other entity contracted by it to provide such form),
described in section 3 has been achieved (the ‘Investment            signed for and on behalf of the transferor and the transferee
Date’). The track record will not reflect the period between         as well as the Anti-money Laundering Documents.
the Issue Date and the Investment Date. However any                  The first Dealing Day on which Bonds may be transferred is
performance between the Issue Date and the trade date will           the first Business Day of August 2008.
be reflected in the first month of the track record.
                                                                     Standard Bondholders
For track record purposes the Net Asset Value per Bond as
                                                                     A transfer from a Standard Bondholder may be made to
at the Investment Date will be deemed to be the Face Value.
                                                                     anyone other than a Non-qualified Person and must be
The actual Net Asset Value per Bond may differ to the
                                                                     accompanied by a completed original ‘Transfer request form’
deemed Net Asset Value per Bond as at the Investment
                                                                     available from the Bondholder Services Agent (or such other
Date as a result of, amongst other things, the purchase of
                                                                     entity contracted by it to provide such form) signed for and
the Security Fund.
                                                                     on behalf of the transferor and the transferee as well as the
Initially, and subject to the Directors’ discretion, the Net Asset   Anti-money Laundering Documents.
Value per Bond will be published in the Financial Times and
the International Herald Tribune, in addition to data services       Secondary market in Bonds
such as Bloomberg, Reuters, Standard & Poor’s and                    Whilst there is no obligation to do so, there may be provided
Telekurs. Man Investments will also provide direct access            in respect of the Bonds an electronic and/or telephone based
to the published Net Asset Value per Bond via its website            Secondary Market Platform through which, subject to the
www.maninvestments.com.                                              terms of this Prospectus and the terms and conditions of




                                                                                                                     Man Vision Ltd   19
such platform, it may be possible to buy and sell Bonds.            Any redemption notice received after the specified time,
There is no obligation to provide such platform in respect of       unless otherwise determined by the Directors in their
the Bonds and if such a platform is provided it may be subject      discretion, will not be processed on the next Dealing Day,
to withdrawal at any time, or from time to time, without notice.    but on the following Dealing Day.
The price at which Bonds may be bought or sold through the          Payment of redemption proceeds will usually be made within ten
Secondary Market Platform may be based on an estimate               Business Days of the date on which the valuation of the Bonds
of the net assets per Bond, may be higher or lower than the         is available to the Bondholder Services Agent and Registrar,
latest available Net Asset Value per Bond and will reflect          which will credit the relevant clearing account accordingly. These
a buy/sell spread. The provider of the Secondary Market             procedures will be effected in accordance with the Clearing
Platform and/or any member of the Man Group may realise             Systems’ usual operating rules and procedures. Payment of
a profit from such transfers.                                       redemption proceeds will be at the Direct Participant’s expense
                                                                    and risk. Bank remittance charges will be borne by the Company
Redemption of the Bonds                                             and not the redeeming Bondholder.
The Guarantees only apply to Bonds which are outstanding
and redeemed on the Maturity Date. In the event that a              Standard Bondholders
Bondholder submits a redemption request prior to maturity           Standard Bondholders must give their written redemption
and those Bonds are redeemed, such Bonds will not have the          notice to the Bondholder Services Agent at the latest
benefit of the relevant Guarantee.                                  17:00 (London time) on the 15th day of the calendar month
                                                                    preceding the Dealing Day upon which the redemption is
The first Dealing Day on which Bonds may be redeemed is
                                                                    required to be effected. Any redemption notice received after
the first Business Day of August 2008. Redemptions must be
                                                                    the above specified time, unless otherwise determined by
for a number of Bonds equal to or greater than the Minimum
                                                                    the Directors in their discretion, will not be processed on the
Redemption and must not result in the Bondholder holding
                                                                    next Dealing Day, but on the following Dealing Day. Payment
a number of Bonds less than the Minimum Holding.
                                                                    of redemption proceeds to Standard Bondholders will usually
The Directors may, in their sole discretion, waive the              be made within ten Business Days of the date on which the
Minimum Redemption and Minimum Holding requirements.                valuation is available to the Bondholder Services Agent and
The Directors may also, in their sole discretion, waive, reduce     Registrar. Upon receipt of a Standard Bondholder’s original
or extend the notice requirement for a redemption described         redemption notice and at such Standard Bondholder’s
in this section.                                                    expense and risk, payment of the redemption proceeds will
The redemption price payable for each Bond redeemed will            be made by bank to bank SWIFT transfer in accordance with
be calculated by reference to the Net Asset Value per Bond          the SWIFT banking instructions provided by the Bondholder.
on the Valuation Day immediately preceding the Dealing Day          Bank remittance charges will be borne by the Company and
on which the redemption is effected, subject to the deduction       not the redeeming Bondholder.
of a sliding scale fee during the first six years after the Issue   Bondholders are requested to provide such SWIFT banking
Date (see ‘Fee for early redemption of the Bonds’ below).
                                                                    instructions to the Bondholder Services Agent with their
This fee may be waived by the Directors in their discretion
                                                                    redemption notice. Monies will be withheld until such
for any Bonds. Bondholders are not entitled to withdraw
                                                                    SWIFT banking instructions are provided to the Bondholder
a request for redemption unless the Directors otherwise
                                                                    Services Agent.
determine or unless redemptions or the payment of
                                                                    The Directors may, after consulting with the Investment
redemption proceeds have been suspended or the
                                                                    Manager and/or the Marketing Adviser but acting in their
determination of the Net Asset Value per Bond has been
                                                                    sole discretion, suspend all or part of redemptions and/or
suspended (see ‘Suspension of valuations’ in section 9).
                                                                    the payment of redemptions in circumstances in which
Direct Participants                                                 (i) they consider that it is not possible for the relevant Trading
Direct Participants must give any redemption notice to              Subsidiary to dispose of investments of sufficient value or to
their Clearing System (in accordance with the applicable            partially unwind the Swap Transaction, in a timely and orderly
rules of that Clearing System) to be received at the latest by      manner, in order to process redemptions; (ii) the Company has
10:00 (London time) on the 15th day of the calendar month           not received all or part of the proceeds from the disposal by
preceding the Dealing Day upon which the redemption is              the relevant Trading Subsidiary of the underlying investments
required to be effected. A Direct Participant should request its    or from a partial unwind of the Swap Transaction; or (iii) they
Clearing System account administrator to quote that Direct          consider that processing redemptions may not be in the best
Participant’s individual reference number when issuing the          interest of the Company and/or the relevant Classes at the
instruction into the Clearing System. Each Direct Participant’s     time. In any of these circumstances the Directors may, without
reference number is quoted on their Application Form or             limitation, scale down redemption requests on a pro rata
contract note. Direct Participants should also inform the           basis and any balance may be carried forward to the next
Bondholder Services Agent of any transfer or redemption.            or subsequent Dealing Days.
20   Man Vision Ltd
Fee for early redemption of the Bonds                                in specie (by transferring assets held indirectly by the Company,
As set out in the table below, redemption proceeds paid to           other than cash proceeds, to the redeeming Bondholder).
Bondholders for redemptions made on a Dealing Day before             During a period where all or a part of redemptions and/or the
1 July 2014, will be subject to the deduction of a redemption        payment of redemptions have been suspended, a redemption
fee. The redemption fee will in turn be paid by the Company to       notice may be withdrawn (i) by a Standard Bondholder, by
the Marketing Adviser primarily to compensate it for the costs       written notice to the Bondholder Services Agent; and (ii) by
of arranging for the marketing of the Bonds.                         a Direct Participant, by instructions to the relevant Clearing
 Redemption on a Dealing Day                     Redemption fee
                                                                     System (in accordance with the applicable rules of that
 on or between                                                       Clearing System) provided that the notice is received by the
 the Issue Date and 30 June 2010   4 % of Net Asset Value per Bond   Bondholder Services Agent or the relevant Clearing System
                                                                     before the end of the period of suspension. If a redemption
 1 July 2010 and 30 June 2012      3 % of Net Asset Value per Bond
                                                                     notice is not withdrawn, it will be acted upon on the first
 1 July 2012 and 30 June 2014      1 % of Net Asset Value per Bond   Dealing Day following the end of the suspension.

There will be no redemption fee for redemptions on a Dealing
                                                                     Redemption of the Bonds at maturity
Day falling on or after 1 July 2014.
                                                                     Each Class of Bonds will mature on the Maturity Date unless
There may be circumstances in which the Company will
                                                                     the maturity of a Class of Bonds is extended at the option of
be able to procure a purchase, on a Dealing Day, of any or
                                                                     the relevant Bondholders with the consent of the Directors
all of the Bonds for which the Bondholder Services Agent
                                                                     (in which circumstances that Class of Bonds will not have
has received a redemption notice. In those circumstances,
                                                                     the benefit of the relevant Guarantee). On the Maturity
although no actual redemption will be effected, the
                                                                     Date of each Class of Bonds, the Company will be obliged
redeeming Bondholder will receive an amount equal to the
                                                                     automatically to redeem each Bond outstanding at the higher
proceeds that the Bondholder would have received had
                                                                     of the Guaranteed Amount and the prevailing Net Asset Value
an actual redemption taken place on that Dealing Day. In
                                                                     per Bond applicable to the Bonds. The Company intends to
these circumstances, the redemption fee will operate as an
                                                                     pay final redemption proceeds to Bondholders within
administrative charge to be paid to the Marketing Adviser.
                                                                     28 calendar days of the Maturity Date.
The Company need not pay any redemption proceeds until
(i) the original Application Form and Anti-money Laundering          Compulsory redemption or transfer of the Bonds
Documents have been received by the Bondholder Services              The Instruments empower the Company to require the
Agent; and (ii) if the redemption notice, if that redemption         redemption or transfer of any Bonds if, in the opinion of
notice was sent by fax, the original of that redemption notice       the Directors (i) such Bonds are acquired or held by a
has been received by the Bondholder Services Agent.                  Non-qualified Person; or (ii) a Bondholder (or the ultimate
                                                                     beneficial holder of the Bonds) fails to disclose its identity
Suspension of redemptions                                            to the reasonable satisfaction of the Directors.
No redemptions will be effected if determination of the
Net Asset Value has been suspended. The Directors may,               Early maturity of the Bonds
after consulting with the Investment Manager and/or the              Provided that there are sufficient funds to pay at least the
Marketing Adviser but acting in their sole discretion, also          Guaranteed Amount, the Directors may determine that any
suspend all or part of redemptions and/or the payment of             Class of Bonds will mature on the Early Maturity Date. In these
redemptions in circumstances in which (i) they consider that it      circumstances, the Guarantee(s) will not apply.
is not possible for the relevant Trading Subsidiary to dispose
of investments of sufficient value or to partially unwind the        Redemption following an event of default
Swap Transaction, in a timely and orderly manner, in order to        If, following an event of default by the Company or the
process redemptions; (ii) the Company has not received all or        relevant Trading Subsidiary under the Guarantee Facility
part of the proceeds from the disposal by the relevant Trading       Agreement, relating to a Class of Bonds, the Bank enforces
Subsidiary of the underlying investments or from a partial           its security interests over, or exercises its rights against, the
unwind of the Swap Transaction; or (iii) they consider that          Security Fund under the terms of the such Guarantee Facility
processing redemptions may not be in the best interests of           Agreement or its related Security Agreements, then this may
the Company and/or Bondholders at the time.                          result in Bondholders not being able to redeem their Bonds
In any of these circumstances the Directors may, without             until the Maturity Date.
limitation, scale down redemption requests on a pro rata
basis and any balance may be carried forward to the next or
subsequent Dealing Days. The Directors may also decide to
process all or part of any redemption request by a redemption


                                                                                                                       Man Vision Ltd   21
11 Conflicts of interest                                            Competitor products: the Investment Manager and/or its
                                                                    affiliates provide and may in the future provide investment
Directors
                                                                    management, investment advice or other services in
The Directors may have conflicts of interests, principally
                                                                    relation to separate competitor investment products or
arising from their role within various service providers to the
                                                                    managed accounts. These competitor vehicles may have
Trading Subsidiaries and to the Company which are set out
                                                                    investment policies similar to those of the Company or the
in more detail in section 12, and from their role as directors of
                                                                    Trading Subsidiaries or entities through which they make
other investment vehicles. The Directors will have regard to
                                                                    investment allocations and the Investment Manager may
their obligations to act in the best interests of the Company
                                                                    be compensated in a different manner in respect of those
and the Trading Subsidiaries in managing these conflicts.
                                                                    vehicles. The Investment Manager will follow procedures
                                                                    designed to ensure an appropriate allocation of available
Man Group entities and affiliates
                                                                    investment opportunities among the Company and
Each of the Investment Manager, any Investment Adviser,
                                                                    competitor vehicles.
the Marketing Adviser, the other members or affiliates of the
Man Group from time to time and their respective officers,          Proprietary investment activities: any of the Man Group
employees and affiliates may undertake financial, investment        entities may buy, hold and redeem Bonds in the Company in
or professional activities which give rise to conflicts of          the normal course of their business and may on occasions
interest with the Company and/or the Trading Subsidiaries           hold a significant percentage of the Company’s issued Bonds.
(‘Man Conflicts’).                                                  They may also enter into transactions as principal with the
                                                                    Company or the Trading Subsidiaries.
Where there is a material risk of damage to the Company
and/or the Trading Subsidiaries arising from any Man Conflict,
                                                                    Credit Suisse International
this conflict will be managed to prevent the conflict from
                                                                    Credit Suisse International and the other members of the
adversely affecting the interests of the Company. Where it
                                                                    Credit Suisse Group from time to time and their respective
cannot be managed it will be disclosed to the Company and/
                                                                    officers, employees and affiliates may act as Financing Provider
or the Trading Subsidiaries. In many cases, approval by the
                                                                    and/or provide other services to the Man Group or its affiliates
Company and/or the Trading Subsidiaries of arrangements
                                                                    and/or be involved in other financial, investment or professional
with the Man Group entities will be the primary mechanism of
                                                                    activities which may on occasion give rise to conflicts of interest
managing potential Man Conflicts.
                                                                    with the Company, the Trading Subsidiaries or members of the
Examples of potential Man Conflicts include the following:          Man Group and/or which may give rise to conflicts of interest
Service provision: Man Investments AG, in its role as               in relation to Credit Suisse International acting in its capacity as
Marketing Adviser providing structuring services, or as             provider of the Guarantees or as Swap Counterparty.
the Introducing Broker, may propose that the Company
and the Trading Subsidiaries enter into agreements with
                                                                    12 Additional information
Man Investments AG, affiliated entities or third parties with
                                                                    Incorporation
which Man Investments AG or its affiliates have a broader
                                                                    The Company was incorporated with limited liability in
commercial relationship for the provision of various services,
                                                                    Bermuda under the Companies Act, registered as a
including in respect of Financing Arrangements, valuation and
                                                                    segregated accounts company under the SAC Act on
brokerage services in respect of which they may receive fees,
                                                                    30 January 2008 but is not regulated by the Bermuda
spreads and other compensation. The final decision as to
                                                                    Monetary Authority.
which service provider is chosen is made by the Directors.
                                                                    The Memorandum of Association and the Bye-laws of
Allocations: there will be occasions when a member of the
                                                                    the Company comprise its constitution.
Man Group has an interest in fees and expenses charged by
or in relation to investment funds or managed accounts in           The Directors confirm that as at the date of this Prospectus:
which the Company directly or indirectly invests, or has an         (a) the Company has not commenced business in respect of
interest in the underlying investment managers themselves.              the trading of proceeds from the issue of the Bonds;
The Investment Manager will follow procedures designed              (b) no dividends have been declared or paid by the Company;
to ensure that the fees charged by any individual underlying
                                                                    (c) they have not approved any financial statements for
investment manager are generally in the range of those
                                                                        laying before a general meeting of the Company; and
charged in accordance with standard market practice,
taking into account all relevant circumstances applicable           (d) the auditors have not audited any financial statements
to that manager. In this context, the term ‘interest’ means,            of the Company.
without limitation, a business relationship, financial
relationship or other commercial dynamic which results in
a business, commercial, financial or other material interest
being generated in relation to the subject matter.
22   Man Vision Ltd
Share capital                                                     Transactions be entered into, the relevant Trading Subsidiary
On incorporation the authorised share capital of the              will transfer these monies to the Swap Counterparty under
Company was USD 12,000 divided into 12,000 ordinary               the terms of the relevant Swap Transaction.
shares of a par value of USD 1 each. The ordinary shares
were issued to, and will be held on an ongoing basis by,          Directors
Master Multi-Product Holdings Ltd, a Bermuda exempted             (a) The remuneration of the Directors will be determined from
company, which is itself owned by Codan Trust Company                 time to time by the Company in a general meeting. The
Limited, in its capacity as trustee of the Master Multi-Product       remuneration of the directors of each Trading Subsidiary
Purpose Trust, a special purpose trust formed under the               will be determined from time to time by that Trading
laws of Bermuda pursuant to a deed of trust made by                   Subsidiary in a general meeting. The Directors may also
Codan Trust Company Limited dated 14 December 2005.                   receive payment of expenses as provided in the Bye-laws.
The ordinary shares carry 100% of the voting rights. Should       (b) The Directors are also directors of the Trading Subsidiaries.
the Company be wound up or liquidated, the holder of the
                                                                  No Director has any interest in the Bonds. Mr Collins,
ordinary shares will be entitled to the par value thereof of
                                                                  Ms Griffiths, Mr Bodman and Mr Walley also serve as directors
the shares (provided they have been paid up) but will not
                                                                  of Master Multi-Product Holdings Ltd which is the owner of
be entitled to any other or further amounts.
                                                                  the ordinary shares of the Company. Ms Griffiths is a partner
                                                                  of Conyers Dill & Pearman which receives fees as legal
Segregated accounts company
                                                                  advisers to the Company and/or the Trading Subsidiaries and
As a segregated accounts company, the Company is
                                                                  which is affiliated with Codan Trust Company Limited which
permitted to create segregated accounts in order to
                                                                  acts as trustee of the Master Multi-Product Purpose Trust and
segregate the assets and liabilities attributable to each Class
                                                                  receives fees for doing so. Mr Daly is president and a director
of Bonds from the assets and liabilities attributable to the
                                                                  of Citi Hedge Fund Services, Ltd. Ms Perinchief, the Company
other Class of Bonds and from the Company’s general assets
                                                                  secretary, is an employee of Citi Hedge Fund Services, Ltd
and liabilities.
                                                                  which receives fees in its capacity as Registrar, Segregated
The Company will establish and maintain a Bond Account for        Accounts Representative and Paying Agent. Mr Bodman is
each Class of Bonds. Assets attributable to a specific Bond       managing director of Man Fund Management (Guernsey)
Account may only be used to meet liabilities to creditors of      Limited and Mr Walley is a director of Man Corporate Services
that Bond Account and are not available to meet liabilities to    (Ireland) Limited.
creditors of other Bond Accounts or, unless otherwise agreed,
liabilities to general creditors of the Company.                  Taxation
The Company has established a fully owned Trading                 All Applicants should consult their professional advisers
Subsidiary for each Class of Bonds and the Company’s              on the possible tax consequences of their applying for,
holding of each Trading Subsidiary will be recorded as an         purchasing, holding, selling or redeeming Bonds under the
asset of the relevant Bond Account.                               laws of their countries of citizenship, residence, ordinary
                                                                  residence or domicile. The Company takes no responsibility
The Trading Subsidiaries                                          for the tax consequences that might result for any Applicant
All the Company’s Investment Strategies for the Bonds will be     as a result of applying for, purchasing, holding, selling or
conducted through its wholly owned Trading Subsidiaries.          redeeming Bonds.
The Trading Subsidiaries are Bermuda exempted companies           The following comments are based on advice received by
and each was incorporated on 30 January 2008 with limited         the Directors regarding current law and practice in Bermuda
liability under the Companies Act. The Memorandum of              and are intended to assist applicants but should not be
Association and the Bye-laws of each Trading Subsidiary           considered comprehensive and should not be relied upon by
comprise its constitution.                                        Applicants or by Bondholders.
On incorporation the authorised share capital of Man Vision       The Company and the Trading Subsidiaries have each
USD Trading Ltd was USD 12,000 divided into 12,000                obtained from the Minister of Finance of Bermuda under
ordinary shares of a par value of USD 1 each.                     the Exempted Undertakings Tax Protection Act, 1966, as
On incorporation the authorised share capital of Man Vision       amended, an undertaking that, in the event of there being
EUR Trading Ltd was USD 12,000 divided into 12,000                enacted in Bermuda any legislation imposing tax computed
ordinary shares of a par value of USD 1 each.                     on profits or income or computed on any capital assets,
                                                                  gain or appreciation or any tax in the nature of estate duty
After deduction from the Bond Accounts of a pro rata share of
                                                                  or inheritance tax, such tax shall not until 28 March 2016 be
any preliminary expenses of the Company, the balance of the
                                                                  applicable to the Company and the Trading Subsidiaries or to
proceeds from the issue of each Class of Bonds will be used
                                                                  any of their operations or to the shares, debentures or other
to fund the relevant Trading Subsidiary. Should the Swap
                                                                  obligations of the Company and the Trading Subsidiaries,

                                                                                                                  Man Vision Ltd   23
except in so far as such tax applies to persons ordinarily         (f)   the Guarantee Facility Agreements pursuant to which the
resident in Bermuda and holding such shares, debentures                  Bank has agreed, subject to the terms and conditions
or other obligations of the Company and the Trading                      thereof, to provide the Guarantees;
Subsidiaries or any land leased or let to the Company and the      (g) the Secretarial and Registrar Agreement pursuant to
Trading Subsidiaries.                                                  which the Registrar has been appointed as registrar to
The Company and the Trading Subsidiaries are each liable               the Company and has agreed to appoint a secretary and
to pay the Bermuda Government an annual registration                   provide other corporate administrative services including
fee calculated by reference to the level of their respective           acting as SAR to the Company;
assessable capital.                                                (h) the Guarantee Claims Deeds pursuant to which the
                                                                       Guarantee Claims Agent has been appointed as agent
Auditors                                                               and trustee of the Bondholders in relation to any
The auditors have accepted their appointment as auditors of            claim to be made under or payments received under
the Company and have given and have not withdrawn their                the Guarantees;
written consent to the inclusion within this Prospectus of the     (i)   the Security Agreements whereby the Swap
statement referring to such acceptance and the references to             Counterparty grants security in favour of the Trading
them in the form and context in which they are included.                 Subsidiaries over certain assets held by the Swap
                                                                         Counterparty as its hedge under the Swap Transactions;
Material Contracts
                                                                   (j)   the EUR charge agreement between the Company and
The following contracts (not being contracts in the ordinary
                                                                         the Bank in respect of the EUR-Class Bonds pursuant
course of business) have been, are to be or may be entered
                                                                         to which the Company agrees to secure in favour of the
into by the Company and/or the Trading Subsidiaries in
                                                                         Bank its rights over certain assets and secures such
connection with the issue of the Bonds and are or may be,
                                                                         assets with the Security Custodian;
material (certain of which will be entered into in respect of
each Class of Bonds) (the ‘Material Contracts’):                   (k) the security and pledge agreement between the
                                                                       Company, the Bank and the Security Custodian in
(a) the shareholder undertaking pursuant to which the
                                                                       respect of the USD-Class Bonds pursuant to which
    holder of the ordinary shares in the Company has,
                                                                       the Company deposits certain assets with the Security
    inter alia, agreed irrevocably to waive its entitlement to
                                                                       Custodian and pledges its rights over such assets to
    any amounts which exceed the paid up par value of
                                                                       the Bank;
    its ordinary shares and has authorised and instructed
    the Company to credit any such amounts to the Bond             (l)   the collateral agreement between the Company, the Bank
    Accounts for the benefit of the Bondholders;                         and the Security Custodian in respect of the USD-Class
                                                                         Bonds pursuant to which the Security Custodian agrees
(b) the investment management agreements, pursuant to
                                                                         to provide various services in respect of assets pledged
    which (i) the Investment Manager has agreed to provide
                                                                         pursuant to the security and pledge agreement;
    investment management advice and risk management
    services to the Trading Subsidiaries; and (ii) the Marketing   (m) the settlement and paying and transfer agency
    Adviser has agreed to provide marketing, liquidity,                agreement between the Company, the Settlement Agent,
    administration and other services to the Company;                  the Paying Agent and the Bondholder Services Agent,
                                                                       pursuant to which the Paying Agent and the Settlement
(c) the introducing broker agreements, pursuant to which
                                                                       Agent have respectively been appointed in relation to the
    the Broker has been appointed as futures and currency
                                                                       Bonds; and
    broker of the Trading Subsidiaries and Man Investments
    AG has been appointed as the Introducing Broker;               (n) the Swap Transactions documented under the 1992
                                                                       ISDA Master Agreement with the Schedules and
(d) the early redemption agreements between the Company
                                                                       confirmations thereto which may be entered into by the
    and the Marketing Adviser, pursuant to which the
                                                                       Trading Subsidiaries and the Swap Counterparty.
    Company has agreed, in consideration of certain
    marketing related expenses incurred by the Marketing
                                                                   Meetings and reporting
    Adviser on behalf of the Company, to pay to the
                                                                   The financial year end of the Company and of the Trading
    Marketing Adviser a fee in respect of early redemption
                                                                   Subsidiaries is 31 December of each year. The first
    of Bonds;
                                                                   financial statements after the Issue Date will be made up
(e) the valuation services agreements between the
                                                                   to 31 December 2008. Bondholders will be sent copies of
    Company, the Trading Subsidiaries and the Valuations
                                                                   the audited financial statements within six months of the
    Agent, pursuant to which the Valuations Agent has been
                                                                   financial year end.
    appointed to provide certain valuation services in relation
    to the Bonds;


24   Man Vision Ltd
Litigation                                                          Listing
Neither the Company nor either of the Trading Subsidiaries is       The Directors intend to list the Company on the Channel
engaged in any litigation or arbitration proceedings and none       Islands Stock Exchange LBG. The Directors may, in the
of them is aware of any litigation pending or threatened by         future, seek to transfer or seek a listing for the Bonds on
or against it.                                                      one or more other investment exchanges.


Inspection of documents
A copy of each of the following documents will be available for
inspection at any time during normal business hours on any
day (excluding Saturdays, Sundays and public holidays
in Bermuda) free of charge at the offices of the Company
in Bermuda:
(a) the Companies Act;
(b) the SAC Act;
(c)    the Memorandum of Association and the Bye-laws of the
      Company and each of the Trading Subsidiaries and the
      Instruments;
(d) the Material Contracts entered into by the Company and/
    or the Trading Subsidiaries and the Master Schedule of
    Definitions and Interpretation relating to certain of those
    material contracts;
(e) the written consent of the auditors referred to above; and
(f)   the Deeds of Guarantee.


Indemnities
The Bye-laws of the Company and the Trading Subsidiaries
contain indemnities in favour of the Directors, the directors of
the Trading Subsidiaries, the secretary and other officers and
servants for the time being of the Company and the Trading
Subsidiaries, respectively. In addition, some of the Material
Contracts contain provisions under which the Company and
the Trading Subsidiaries indemnify the counterparties. The
Company has granted indemnities in favour of the Bank under
the Guarantee Facility Agreements.


Commission
Save as disclosed in this Prospectus, no commission,
discounts, brokerage or other special terms have been
granted by the Company in connection with the issue or sale
of any Bonds.


Minimum amount
The minimum amount which the Directors expect to raise
is USD 10 million in respect of the USD-Class Bonds and
EUR 10 million in respect of the EUR-Class Bonds.


Change in financial position
There has been no significant change in the financial position of
the Company since the date of incorporation of the Company.




                                                                                                                     Man Vision Ltd   25
13 Names and addresses                                        Financial Services Authority
                                                              25 The North Colonnade
Auditors
                                                              Canary Wharf
Ernst & Young Limited
                                                              London E14 5HS
Reid Hall
                                                              United Kingdom
3 Reid Street
                                                              Tel +44 20 7066 1000
Hamilton HM 11
Bermuda
                                                              Guarantee Claims Agent
                                                              Citi Hedge Fund Services, Ltd.
The Bank
                                                              Hemisphere House
Credit Suisse International
                                                              9 Church Street
One Cabot Square
                                                              Hamilton HM 11
London E14 4QJ
                                                              Bermuda
United Kingdom
                                                              Tel +1 441 295 9166
                                                              Fax +1 441 292 6145
Bondholder Services Agent
Man Corporate Services (Ireland) Limited
                                                              Investment Manager
PO Box 7073
                                                              Man Investments Limited
First Floor, The Harcourt Building
                                                              Sugar Quay
Harcourt Street
                                                              Lower Thames Street
Dublin 2
                                                              London EC3R 6DU
Ireland
                                                              United Kingdom
Tel +353 1 647 0000
Fax +353 1 647 0027
Fax +353 1 661 7435 (Application Forms only)                  Legal adviser to the Company and
                                                              Trading Subsidiaries
                                                              Conyers Dill & Pearman
Broker
                                                              Clarendon House
MF Global UK Limited
                                                              2 Church Street
Sugar Quay
                                                              Hamilton HM 11
Lower Thames Street
                                                              Bermuda
London EC3R 6DU
United Kingdom
                                                              Legal adviser to Man Investments
                                                              Linklaters LLP
Common Depository
                                                              One Silk Street
The Bank of New York, London Branch
                                                              London EC2Y 8HQ
One Canada Square
                                                              United Kingdom
London E14 5AL
United Kingdom
                                                              Man Group Services Limited
                                                              Sugar Quay
Directors and Company secretary
                                                              Lower Thames Street
Michael Collins        (Director and president) (British)
                                                              London EC3R 6DU
Dawn Griffiths         (Director) (British)
                                                              United Kingdom
John Walley            (Director) (Irish)
Philip Bodman          (Director) (British)
                                                              Marketing Adviser and Introducing Broker
Ronan Daly             (Director) (British)
Shirelle Jones         (alternate director to Mr Collins)     Man Investments AG
John Collis            (alternate director to Ms Griffiths)   Etzelstrasse 27
Shane Johnstone (alternate director to Mr Bodman)             8808 Pfäffikon SZ
Stephen Caton          (alternate director to Mr Daly)        Switzerland
Christine Perinchief (Company secretary)
All Directors and officers can be contacted at
the Company’s registered office.




26   Man Vision Ltd
Paying Agent
Citi Hedge Fund Services, Ltd.
Hemisphere House
9 Church Street
Hamilton HM 11
Bermuda
Tel +1 441 295 9166
Fax +1 441 292 6145


Registrar and Segregated Accounts Representative
of the Company and Registrar of the Trading
Subsidiaries
Citi Hedge Fund Services, Ltd.
Hemisphere House
9 Church Street
Hamilton HM 11
Bermuda
Tel +1 441 295 9166
Fax +1 441 292 6145


Security Custodian
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York NY 10010
USA


Settlement Agent
The Bank of New York, London Branch
One Canada Square
London E14 5AL
United Kingdom


Subscription Account Holder
Royal Bank of Scotland International Limited
Royal Bank House
71 Bath Street
St Helier
Jersey JE4 8PJ
Channel Islands


Swap Counterparty
Credit Suisse International
One Cabot Square
London E14 4QJ
United Kingdom


Valuations Agent
Man Valuation Services Limited
Sugar Quay
Lower Thames Street
London EC3R 6DU
United Kingdom




                                                   Man Vision Ltd   27
14 Definitions                                                      ‘Bye-laws’ means the bye-laws of the Company and/or the
                                                                    Trading Subsidiaries as the context requires, as amended
‘Additional Amount’ means, at any given time, in relation
                                                                    from time to time.
to the USD-Class Bonds and EUR-Class Bonds then
outstanding, the amount (if any) in USD or EUR most recently        ‘Class of Bonds’ means each of the USD-Class Bonds
certified by the Bank to the Company and the Registrar as           or EUR-Class Bonds as the context so requires and
being the amount which is guaranteed by the Bank in excess          ‘Classes of Bonds’ shall be construed accordingly.
of the aggregate Face Value and ‘Additional Amounts’ shall          ‘Clearing System’ means Euroclear or Clearstream,
be construed accordingly.                                           as the case may be and ‘Clearing Systems’ shall be
‘AHL Programme’ means the programme described in the                construed accordingly.
paragraph entitled ‘The AHL Programme’ in the section 3.            ‘Clearstream’ means Clearstream Banking, société anonyme.
‘Anti-money Laundering Documents’ means the                         ‘Closing Date’ means the date on which the Offer Period will
documentation required to be provided by an Applicant as            close, namely 3 June 2008 unless extended by the Directors
part of their application for Bonds as set out in appendix 3        with the prior written consent of the Bank.
to this Prospectus.
                                                                    ‘Common Depository’ means the common depository for
‘Applicant’ means any person in whose name an application           the Clearing Systems, being as at the date of this Prospectus,
to subscribe for Bonds is made by submitting a duly                 The Bank of New York, London Branch.
completed and signed Application Form and ‘Applicants’
                                                                    ‘Companies Act’ means the Companies Act 1981 of
shall be construed accordingly.
                                                                    Bermuda as may be amended from time to time.
‘Application Amount’ means, in respect of an application,
                                                                    ‘Company’ means Man Vision Ltd, an exempted company
the amount in USD or EUR (as applicable) of cleared funds
                                                                    incorporated with limited liability in Bermuda under the
remitted by the Applicant and which has been received
                                                                    Companies Act and registered as a segregated accounts
into and credited to the relevant Subscription Account and
                                                                    company under the SAC Act.
‘Application Amounts’ shall be construed accordingly.
                                                                    ‘Dealing Day’ means the first Business Day of each
‘Application Form’ means the application form for the
                                                                    calendar month or such other Business Days as the
Bonds to be completed and executed by an Applicant in
                                                                    Directors shall from time to time determine, the first Dealing
order to apply for Bonds and ‘Application Forms’ shall be
                                                                    Day being (unless otherwise determined by the Directors)
construed accordingly.
                                                                    the first Business Day following the first Valuation Day, and
‘Bank’ means Credit Suisse International of One Cabot
                                                                    ‘Dealing Days’ shall be construed accordingly.
Square, London E14 4QJ, United Kingdom.
                                                                    ‘Direct Participants’ means Bondholders (i) having their
‘Bond Account’ means either one or both of the
                                                                    own accounts with one or more of the Clearing Systems;
USD-Class Bond Account and/or EUR-Class Bond
                                                                    and (ii) having their Bonds credited to such accounts and
Account, as the context so requires and ‘Bond Account’
                                                                    ‘Direct Participant’ shall be construed accordingly.
shall be construed accordingly.
                                                                    ‘Directors’ means the directors (or any alternate director) of
‘Bondholder’ means a person entered as the holder
                                                                    the Company or the Trading Subsidiaries from time to time or
of USD-Class Bonds and/or EUR-Class Bonds in
                                                                    any duly authorised committee thereof and ‘Director’ shall be
the Company’s register of Bondholders maintained
                                                                    construed accordingly.
by the Registrar (or its nominee) and ‘Bondholders’
shall be construed accordingly.                                     ‘DVP’ means delivery versus payment.

‘Bondholder Services Agent’ means Man Corporate Services            ‘DVP Applicant’ means any person who applies to
(Ireland) Limited, a company incorporated in Ireland or such        subscribe for Bonds using the DVP method of subscription
other party as is appointed as such by the Registrar from time to   and ‘DVP Applicants’ shall be construed accordingly.
time to carry out Bondholder and transfer agency services.          ‘DVP Application Form’ means the application form which
‘Bonds’ means any or all of the USD-Class Bonds and/or              must be completed by a DVP Applicant.
the EUR-Class Bonds, as appropriate and ‘Bond’ and                  ‘DVP Bond’ means a Bond subscribed for by and
corresponding definitions shall be construed accordingly.           issued to a DVP Applicant and ‘DVP Bonds’ shall be
‘Broker’ means MF Global UK Limited, and/or such other              construed accordingly.
party appointed by the relevant Trading Subsidiary as broker.       ‘DVP Bondholder’ means a Bondholder in respect of a DVP
‘Business Day’ means a day (other than a Saturday or Sunday)        Bond and ‘DVP Bondholders’ shall be construed accordingly.
on which banks and foreign exchange markets are open for            ‘DVP Proceeds’ means in respect of each DVP Bondholder,
business in Bermuda, Dublin, London and New York or such            the subscription monies attributable to the DVP Bonds issued
other days as the Directors shall from time to time determine       to it.
and ‘Business Days’ shall be construed accordingly.


28   Man Vision Ltd
‘Early Maturity Date’ means the date prior to the Maturity          ‘Financing Provider’ means any entity (or entities), which
Date which is declared by the Directors in accordance with          may include an entity within the Man Group and/or the Bank,
the terms of the relevant Instrument to be the date on which        which from time to time enters into a Financing Arrangement
any one or more of; (i) all USD-Class Bonds; and/or (ii) all        with a Trading Subsidiary in relation to a Class of Bonds for
EUR-Class Bonds, as applicable, then outstanding shall be           the purposes, inter alia, of providing the investment leverage
redeemed by the Company.                                            contemplated in this Prospectus and ‘Financing Providers’
‘EEA’ means the 27 member states of the European Union              shall be construed accordingly.
plus Iceland, Liechtenstein and Norway.                             ‘FSA’ means the United Kingdom Financial Services
‘EEA Investor’ means a person applying for Bonds in the             Authority, a company limited by guarantee established and
EEA other than France, Germany, Italy, Luxembourg and               authorised to carry out its regulatory functions under the
Norway and ‘EEA Investors’ shall be construed accordingly.          FSMA (and any successor regulatory organisation).

‘Eligible Collateral’ means (i) in respect the USD-Class            ‘FSMA’ means the Financial Services and Markets Act 2000
Bonds, United States of America Treasury USD denominated            of the United Kingdom, as may be amended from time to time.
zero coupon bonds, cash deposits or such other asset                ‘Guarantee Claims Account’ means a segregated interest
as agreed between the Company and the Bank; and (ii) in             bearing account denominated in EUR or, as the case may
respect of EUR-Class Bonds, cash deposits denominated               be, USD established as a trust account in the name of the
exclusively in EUR or such other asset as agreed between            Guarantee Claims Agent (but for the beneficial ownership of
the Company and the Bank.                                           the relevant Bondholders).
‘Equity Amount’ means the amount payable by the Swap                ‘Guarantee Claims Agent’ means the Registrar acting in its
Counterparty to the relevant Trading Subsidiary on termination      capacity as guarantee claims agent pursuant to its obligations
of the relevant Swap Transaction in accordance with its terms.      under the Guarantee Claims Deeds or such other person
‘EUR’ means the Euro, the single currency of participating          as may be appointed as guarantee claims agent by the
states of the European Union.                                       Company and the Bank.

‘EUR-Class Bond Account’ means the segregated account               ‘Guarantee Claims Deeds’ means, in respect of each
established by the Company (i) to which the proceeds from           Class of Bonds, the guarantee claims deed between the
the issue of the EUR-Class Bonds are credited separately            Company, the Bank and the Guarantee Claims Agent, and
from the Company’s assets, including the USD-Class Bond             ‘Guarantee Claims Deed’ in the context of a specific
Account; (ii) to which the income and capital gains on the          Class of Bonds shall be construed accordingly.
assets attributable to the EUR-Class Bond Account will              ‘Guarantee Facility Agreements’ means the guarantee
accrue; and (iii) from which all expenses and liabilities related   facility agreement in respect of each Class, entered into in each
to the EUR-Class Bonds and any redemptions of EUR-Class             case between the Company, the relevant Trading Subsidiary
Bonds, will be paid.                                                and the Bank, and ‘Guarantee Facility Agreement’ in
‘EUR-Class Bonds’ means the redeemable structured                   the context of a specific Class of Bonds shall be construed
guaranteed bonds with a denomination of EUR 1 each                  accordingly.
without coupon and issued or to be issued by the                    ‘Guarantee Liabilities’ means the maximum contingent
Company pursuant to the terms of the EUR Instrument                 liability of the Bank under the relevant Guarantee from time to
and ‘EUR-Class Bond’ shall be construed accordingly.                time, and ‘Guarantee Liability’ in the context of each of the
‘EUR Instrument’ means the instrument whereby the                   Guarantees shall be construed accordingly.
EUR-Class Bonds are constituted and pursuant to which               ‘Guaranteed Amount’ means in relation to each Bond
they are issued or are to be issued.                                outstanding and to be redeemed on the Maturity Date, the
‘Euroclear’ means Euroclear Bank S.A./N.V., as operator             amount in USD (in relation to the USD-Class Bonds) or EUR
of the Euroclear system.                                            (in relation to the EUR-Class Bonds) equal to such Bond’s
                                                                    Face Value plus any Additional Amount.
‘Face Value’ means in the case of each USD-Class Bond,
the principal face value of USD 1; and (ii) in the case of each     ‘Guarantees’ or ‘Deeds of Guarantee’ means, for each
EUR-Class Bond, the principal face value of EUR 1.                  Class of Bonds, the deed of guarantee in respect of the
                                                                    Guaranteed Amount issued by the Bank under the terms of
‘Financing Arrangements’ means credit facilities and/or any
                                                                    the Guarantee Facility Agreements, the material provisions
other forms of leverage relating to the Bonds including but not
                                                                    of which are summarised in appendix 1, and ‘Guarantee’
limited to derivative instruments, leveraged notes, investments
                                                                    or ‘Deed of Guarantee’ in the context of a specific Class of
in leveraged vehicles provided on a committed or uncommitted
                                                                    Bonds shall be construed accordingly.
basis or other funding arrangements as recommended by the
Investment Manager and ‘Financing Arrangement’ shall be             ‘Instruments’ means the USD Instrument and the EUR
construed accordingly.                                              Instrument and ‘Instrument’ in the context of a specific
                                                                    Class of Bonds shall be construed accordingly.

                                                                                                                     Man Vision Ltd   29
‘Introducing Broker’ means Man Investments AG, a limited            ‘Minimum Holding’ means 50,000 Bonds in aggregate
liability company incorporated in Switzerland.                      and, subject to this minimum, if the holder has Bonds in
‘Investment Adviser’ means an investment adviser                    different Classes of Bonds or Tranches of a Class of Bonds,
selected directly or indirectly by the Investment Manager to        20,000 Bonds for each Class of Bonds or Tranche of a Class
implement an Investment Strategy, which may include itself          of Bonds held.
acting in its capacity as the investment manager or adviser         ‘Minimum Redemption’ means the minimum number of
of an Investment Strategy developed by it and ‘Investment           Bonds which a Bondholder may redeem pursuant to any
Advisers’ shall be construed accordingly.                           single redemption application and which is 20,000 Bonds.
‘Investment Manager’ means Man Investments Limited,                 ‘Minimum Subscription’ means, save to the extent set out
a limited liability company incorporated in England and             in appendix 2 to this Prospectus, the minimum amount for
authorised and regulated by the FSA in the conduct of its           which each investor must subscribe, which is in respect of
regulated activities in the United Kingdom.                         each Tranche of USD-Class Bonds USD 50,000 (minimum is
‘Investment Strategy’ means any investment strategy which           EUR 50,000 equivalent for EEA Investors as advised by the
alone or together with other investment strategies comprises        Company and USD 65,000 for Hong Kong investors) or in
an investment strategy or style portfolio to which assets of        respect of each Tranche of EUR-Class Bonds EUR 50,000
the Trading Subsidiary are, directly or indirectly, allocated and   (minimum for Hong Kong investors is as advised by the
‘Investment Strategies’ shall be construed accordingly.             Company), or such lesser amount as the Directors in their
                                                                    discretion may determine. Subject to this minimum, and subject
‘Issue Date’ means the date the Bonds are issued pursuant
                                                                    to appendix 2 to this Prospectus, in the event of subscriptions
to the relevant Instrument(s).
                                                                    for more than one Class of Bonds or Tranche of a Class of
‘Leverage’ means the principal amounts outstanding                  Bonds, the minimum amount subscribed for each Class of
under loans and derivative instruments created under the            Bonds or Tranche of a Class of Bonds must be USD 20,000/
Financing Arrangements (but not including investments               EUR 20,000.
in leveraged vehicles) from time to time together with any
                                                                    ‘Net Asset Value’ or ‘NAV’ means the amount calculated
accrued but unpaid interest, fees or expenses thereon in
                                                                    by the Valuations Agent as at each Valuation Day as being
each case calculated in accordance with the terms of
                                                                    the value of the USD-Class Bond Account or the EUR-Class
the Financing Arrangements.
                                                                    Bond Account (as applicable) (as such values are more
‘LIBOR’ means the rate per annum at which prime banks may           particularly described in the paragraphs entitled ‘Valuation of
borrow in USD on the London Interbank Market as published           the Bonds’ and ‘Reporting’ in section 9).
from time to time by recognised information providers.
                                                                    ‘Net Asset Value per Bond’ means the Net Asset Value of
‘London Stock Exchange’ means the London Stock                      the relevant Bond Account divided by the number of Bonds
Exchange plc.                                                       outstanding in the relevant Class on the Valuation Day to
‘Man Group’ means Man Group plc and all or any of its               which the calculation of that Net Asset Value by the Valuations
subsidiaries for the time being, as the context so requires.        Agent relates.
‘Man Investments’ means the asset management division               ‘Non-qualified Person’ means (i) any person who by
of the Man Group comprising, among others, the following            acquiring and/or holding Bonds would be in breach of the law
companies: Man Investments AG, Man Mash Limited,                    or requirements of any country or governmental authority;
Man Corporate Services (Ireland) Limited, Man Valuation             or (ii) any person or persons in circumstances (whether
Services Limited, Man Investments Limited, RMF Investment           directly or indirectly affecting such person or persons and
Management and RMF Investment Management                            whether taken alone or in conjunction with any other persons,
– Nassau Branch.                                                    connected or not or any other circumstances appearing to the
‘Man Vision’ or ‘Man Vision Ltd’ means the Company or the           Directors to be relevant) which, in the opinion of the Directors,
investment product represented by the Company, as described         might result in the Company incurring any liability to taxation
in more detail in this Prospectus, as the context requires.         or suffering any other pecuniary or commercial disadvantage
‘Marketing Adviser’ means Man Investments AG acting in              that the Company might not otherwise have incurred or
its capacity as marketing adviser pursuant to the investment        suffered; or (iii) any person under the age of 21 years; or
management agreements.                                              (iv) any United States Person.

‘Maturity Date’ means 31 December 2020 for the                      ‘Offer Period’ means the period of the offer of the Bonds
USD-Class Bonds and the EUR-Class Bonds, or, if such date           commencing on 21 April 2008 and ending on the Closing Date.
is not a Business Day, the next succeeding Business Day.            ‘Optional Early Unwind Amount’ means, in relation to an
‘Memorandum of Association’ means the memorandum                    unwind, in whole or in part, of the relevant Swap Transaction,
of association of the Company and/or a Trading Subsidiary,          the monies payable by the Swap Counterparty to the relevant
as amended from time to time.                                       Trading Subsidiary pursuant to the optional early unwind
                                                                    provisions of the Swap Transactions.
30   Man Vision Ltd
‘Paying Agent’ means Citi Hedge Fund Services, Ltd.                  ‘Segregated Accounts Representative’ or ‘SAR’ means
of Hemisphere House, 9 Church Street, Hamilton HM 11,                in respect of the Company, at the date of this Prospectus,
Bermuda or such other party as is appointed paying agent to          Citi Hedge Fund Services, Ltd. of Hemisphere House,
the Company from time to time, with the prior written consent        9 Church Street, Hamilton HM 11, Bermuda.
of the Bank.                                                         ‘Settlement Agent’ means The Bank of New York, London
‘Profit Lock-in Feature’ means the feature described in the          Branch or such other party or parties as is or are appointed as
paragraph entitled ‘The Profit Lock-in Feature’ in section 4 of      settlement agent from time to time in respect of each Class of
this Prospectus.                                                     Bonds and in the case of each Class of Bonds with the prior
‘Prospectus’ means this prospectus dated 15 March 2008               written consent of the Bank.
relating to the offering of Bonds, including the appendices to       ‘Standard Bondholder’ means a Bondholder whose
this Prospectus.                                                     Bonds are not held in the Clearing Systems and ‘Standard
‘Registrar’ means Citi Hedge Fund Services, Ltd. of                  Bondholders’ shall be construed accordingly.
Hemisphere House, 9 Church Street, Hamilton HM 11,                   ‘Subscription Account Holder’ means Royal Bank of
Bermuda and/or such other party as is appointed registrar            Scotland International Limited of Royal Bank House,
and administrator to the Company from time to time with the          71 Bath Street, St Helier, Jersey JE4 8PJ, Channel Islands.
prior written consent of the Bank.                                   ‘Subscription Accounts’ means the interest bearing
‘RMF’ means the entity described in the paragraph entitled           subscription accounts opened by the Company in respect of
‘RMF’ in section 3.                                                  each Class of Bonds with the Subscription Account Holder
‘RMF Portfolio’ means the portfolio of investment strategies         and/or with such other party on terms and conditions as may
and managers selected by RMF described in section 3                  in the case of the Classes of Bonds be agreed between the
entitled ‘Investment strategy’.                                      Bank and the Company and ‘Subscription Account’ shall
                                                                     be construed accordingly.
‘SAC Act’ means the Segregated Accounts Companies Act
2000 of Bermuda.                                                     ‘Swap Counterparty’ means Credit Suisse International of
                                                                     One Cabot Square, London E14 4QJ, United Kingdom.
‘Secretarial and Registrar Agreement’ means the
secretarial and registrar agreement between the Company and          ‘Swap Transaction’ means a swap transaction documented
the Registrar, as described in section 12 of this Prospectus.        under the 1992 ISDA Master Agreement including the Schedule
                                                                     thereto and a confirmation thereto which may be entered into
‘Secondary Market Platform’ means the electronic
                                                                     by the relevant Trading Subsidiary with the Swap Counterparty,
and/or telephone based platform which may (but need not)
                                                                     and ‘Swap Transactions’ shall be construed accordingly.
be provided in relation to the Bonds from time to time by
one or more companies (whether affiliated to Man Group or            ‘Trading Capital’ means, in respect of a Class of Bonds, all
independent from Man Group) allowing Bonds to be bought              the assets of the Company allocable to that Class of Bonds and
and sold from time to time on the basis of prices displayed          all the assets of the relevant Trading Subsidiary (other than the
on such website.                                                     Security Funds, if any, and the equity capital of the Company
                                                                     and the equity capital of the relevant Trading Subsidiary) less the
‘Security Agreements’ means (i) the security and pledge
                                                                     liabilities of the Company allocable to that Class of Bonds and
agreement; (ii) the EUR charge agreement; and (iii) the collateral
                                                                     all the liabilities of the relevant Trading Subsidiary.
agreement and ‘Security Agreement’ in the context of a
specific Class of Bonds shall be construed accordingly.              ‘Trading Subsidiaries’ means Man Vision USD Trading
                                                                     Ltd and Man Vision EUR Trading Ltd, each an exempted
‘Security Custodian’ means Credit Suisse Securities
                                                                     company incorporated with limited liability in Bermuda and
(USA) LLC of 11 Madison Avenue, New York NY 10010, USA
                                                                     ‘Trading Subsidiary’ in the context of a specific Class of
or such other entity as is appointed by the Bank as security
                                                                     Bonds shall be construed accordingly.
custodian from time to time in respect of the Security Fund in
respect of the Guarantee for the USD-Class Bonds, with the           ‘Tranche’ means Tranche A or Tranche B as applicable and
prior written consent of the Company (such consent not to            ‘Tranches’ shall be construed accordingly.
be unreasonably withheld, delayed or made subject                    ‘Tranche A’ means a portion of the Class of Bonds available
to conditions).                                                      for subscription without the invitation of the Directors, which
‘Security Fund’ means, in respect of each Class of Bonds,            together with Tranche B, comprise the Class of Bonds.
any and all Eligible Collateral held from time to time by the Bank   ‘Tranche B’ means a portion of the Class of Bonds available
and/or the Security Custodian pursuant to the terms of the           for subscription by invitation of the Directors only, which
relevant Security Agreement or by such other party on terms          together with Tranche A, comprise the Class of Bonds.
and conditions as agreed between the Bank and the Company
and ‘Security Funds’ shall be construed accordingly.



                                                                                                                       Man Vision Ltd   31
‘United States’ or ‘US’ means the United States of America          ‘USD Instrument’ means the instrument whereby
and its territories and possessions including any state thereof     the USD-Class Bonds are constituted and pursuant to
and the District of Columbia.                                       which they are issued or are to be issued.
‘United States Person’ or ‘US Person’ means a US                    ‘Valuation Day’ means the last calendar day of each
person, as the term is defined in Regulation S under the            calendar month or such other day as the Directors shall
Securities Act of 1933 or the Investment Company Act                determine from time to time, the first Valuation Day being
of 1940 or the Internal Revenue Code (as each may be                (unless otherwise determined by the Directors) the last day
amended from time to time) and more particularly are                of the calendar month during which investment exposure to
references to: (i) any natural person that resides in the US        any of the Investment Strategies described in section 3 has
or is a US citizen; (ii) any entity organised or incorporated       been achieved.
under the laws of the US; (iii) any entity organised or             ‘Valuations Agent’ means Man Valuation Services Limited,
incorporated outside the US the beneficial owners of which          a member of the Man Group, or such other party as may
include US Persons; (iv) any estate of which any executor           be appointed as valuations agent from time to time with
or administrator is a US Person; (v) any trust of which any         the prior written consent of the Bank (such consent not to
trustee is a US Person; or (vi) any agency or branch of a           be unreasonably withheld, delayed or made subject
foreign entity located in the US. For the purposes hereof,          to conditions).
the term ‘US Person’ shall not include any discretionary or
non-discretionary account (other than an estate or trust) held
for the benefit or account of a non-US Person by a dealer
or other professional fiduciary organised or incorporated
in the US. In addition, the term ‘US Person’ includes
(i) plans subject to Title 1 of the US Employee Retirement
Income Security Act 1974, as amended (‘ERISA’) (ii) plans
or accounts subject to Section 4975 of the Internal Revenue
Code and (iii) entities whose underlying assets include ‘plan
assets’ (as defined by ERISA and the rules and regulations
promulgated thereunder), and other tax-exempt investors or
entities in which substantially all of the ownership is held by
US tax-exempt investors, and ‘United States Persons’ or
‘US Persons’ shall be construed accordingly.
‘USD’ means the lawful currency of the United States.
‘USD-Class Bond Account’ means the segregated account
established by the Company (i) to which the proceeds from
the issue of the USD-Class Bonds are credited separately
from the Company’s other assets, including the EUR-Class
Bond Account; (ii) to which the income and capital gains on
the assets attributable to the USD-Class Bond Account will
accrue; and (iii) from which all expenses and liabilities related
to the USD-Class Bonds and any redemptions of USD-Class
Bonds, will be paid.
‘USD-Class Bonds’ means the redeemable structured
guaranteed bonds with a denomination of USD 1, without
coupon offered for subscription by the Company and issued
or to be issued by the Company pursuant to the terms of
the USD Instrument and ‘USD-Class Bond’ shall be
construed accordingly.




32   Man Vision Ltd
Appendix 1

Guarantee information                                                                                 Collateral
                                                                                                      Pursuant to each Guarantee Facility Agreement, if the Swap
The following description of the Deeds of Guarantee
                                                                                                      Transactions are not entered into or are terminated, the Bank
consists of a summary of the material provisions of
                                                                                                      will require the Company to apply a substantial portion of the
the Deeds of Guarantee, the detailed terms of which
                                                                                                      proceeds from the issue of the relevant Class or of the relevant
are set out in the Deeds of Guarantee issued by the
                                                                                                      Swap Transaction termination proceeds (as applicable) to
Bank.30 If you require explanation of any of the terms
                                                                                                      provide Eligible Collateral, which the Company shall secure in
or constructions used you should consult your legal
                                                                                                      favour of the Bank under the Security Agreements as security
or financial adviser.
                                                                                                      for the obligations of the Company to the Bank pursuant
                                                                                                      to the relevant Guarantee Facility Agreement. As set out in
The Guarantees
                                                                                                      the Guarantee Facility Agreements, the Company may be
On or before the Issue Date the Bank will execute a
                                                                                                      required to provide and secure in favour of the Bank further
separate Deed of Guarantee for the benefit of each Class
                                                                                                      amounts of Eligible Collateral in respect of the outstanding
of Bondholders. Pursuant to each Guarantee, the Bank will
                                                                                                      guarantee commission owed by the Company to the Bank.
irrevocably guarantee without set-off or counterclaim (other
                                                                                                      The Eligible Collateral in respect of the EUR-Class Bonds
than as described below) on the Maturity Date, the due and
                                                                                                      will be deposited with the Bank and the Eligible Collateral in
punctual payment by the Company to each Bondholder of
                                                                                                      respect of the USD-Class Bonds will be deposited with the
(i) the Face Value of each Bond (being USD 1 or EUR 1, as
                                                                                                      Security Custodian.
the case may be); plus (ii) any Additional Amount payable in
respect of each such Bond due to the exercise of the Profit                                           Limitations on the Bank’s liability
Lock-in Feature, as described below.                                                                  The Bank’s maximum liability under each Deed of Guarantee
                                                                                                      is limited to the relevant Guaranteed Amount multiplied by the
Guarantee information                                                                                 number of Bonds of the relevant Class then outstanding.
The Guarantees do not apply to, and the Bank will be under                                            The Bank is not liable for any direct or indirect loss, damage,
no obligation to make payment under the relevant Guarantee                                            costs or expenses to Bondholders or to any other person
in respect of, the Guaranteed Amount of any Bond that                                                 however arising or caused in respect of the Bonds and the
is redeemed at any time and for any reason, prior to the                                              acts and omissions of the Guarantee Claims Agent, including,
Maturity Date. In the event that either (i) it is determined by                                       without limitation, any failure by the Guarantee Claims Agent
the Directors that any Class will mature prior to the Maturity                                        or the Registrar or any other entity appointed to do so, to
Date; and/or (ii) a Bondholder requests to have a number of                                           remit the proceeds of redemption of the Bonds (or, as the
Bonds redeemed on a day other than the Maturity Date, then                                            case may be, any payments made to the Guarantee Claims
the relevant Guarantee(s) will not apply to the Guaranteed                                            Agent pursuant to the relevant Guarantee) to Bondholders.
Amount of the relevant Bonds.
                                                                                                      The Bank’s liability under each Guarantee will be reduced
Upon (i) the discharge of any of the Bank’s obligations                                               proportionately to the extent:
under the Guarantees following any payment made by the
                                                                                                      (a) that the Company fails (if required to do so) to deliver
Bank in respect of any Bond(s) under a Guarantee to the
                                                                                                          Eligible Collateral to the Bank pursuant to the relevant
Guarantee Claims Account (or to any such account(s) as
                                                                                                          Guarantee Facility Agreement;
may be designated for such purposes in accordance with the
Guarantee Claims Deed); and/or (ii) the cancellation of the                                           (b) of any reduction in the value of the Security Fund, arising
Bank’s liabilities in respect of any Bond(s) for which a notice                                           as a result of (i) the imposition or proper payment of any
of redemption has been received prior to or on the Maturity                                               tax; and/or (ii) the creation, imposition or assertion of
Date in respect of which the Bank or, as the case may be,                                                 any encumbrance (other than one imposed by the Bank
the Swap Counterparty has paid the relevant amount to the                                                 or any of its affiliates) over the relevant Security Fund,
account specified in such notice of redemption, the Bank will                                             in circumstances where the person with the benefit of
be released from its obligations under the relevant Deed of                                               such encumbrance has recourse to such Security Fund
Guarantee in respect of such Bonds. Any release of the Bank                                               in priority to or pari passu with the Bank; and/or (iii) a
from its obligations shall not be affected by any subsequent                                              change in law; and/or
setting aside of, or failure to make, any payment by the                                              (c) to which it is unlawful for the Bank to perform its obligations
Company (or any person acting on behalf of the Company)                                                   under the relevant Deed of Guarantee or to remain a
to any Bondholder or any requirement that the Bondholder                                                  secured party in relation to the relevant Security Fund.
repay to the Company any part of such payment for any
reason whatsoever.



30. Copies of the Deeds of Guarantee are available for inspection in accordance with the provisions set out under ‘Inspection of documents’ in section 12 of this Prospectus or are otherwise
available on request from the Registrar whose contact details are set out in the section 13 entitled ‘Names and addresses’.
                                                                                                                                                                             Man Vision Ltd     33
Claims under the Guarantees                                        Withholding taxes
On or prior to the Issue Date, the Company, the Bank and the       If the Bank is required, in respect of any payment due from it
Guarantee Claims Agent will enter into a separate Guarantee        in accordance with the relevant Deed of Guarantee, to make
Claims Deed in relation to each Class. Each Guarantee Claims       a tax deduction, then the Bank will deduct the amount of
Deed will require (i) that any demand for payment under            such tax deduction from such payment so that the person
the relevant Deed of Guarantee be made by the Guarantee            entitled to receive such payment shall receive from the Bank
Claims Agent on behalf of Bondholders; and (ii) that any           an amount net of such tax deduction. In no circumstances
supporting documentation and certification be provided by          shall the Bank be under any obligation to make any additional
the Guarantee Claims Agent to the Bank within a prescribed         payment in respect of any such tax deduction.
time frame.
                                                                   Governing law
In the event that the Guarantee Claims Agent fails to fulfil its
                                                                   The provisions of each Deed of Guarantee will be governed
responsibilities under a Guarantee Claims Deed then the Bank
                                                                   by, and construed in accordance with, English law and the
will be obliged, subject to the terms of the relevant Guarantee
                                                                   courts of England shall have exclusive jurisdiction to hear and
Claims Deed, to establish an alternative mechanism to
                                                                   determine any suit, action or proceeding, and to settle any
facilitate claims under the relevant Guarantee. However, the
                                                                   disputes, which may arise out of or in connection with the
Bank will not be obliged to notify any Bondholder that it may
                                                                   relevant Deed of Guarantee.
have a claim for payment or to request any such Bondholder
to submit a claim.
Any amounts to be paid to the Guarantee Claims Agent by
the Bank in relation to a claim under the relevant Guarantee
shall be paid into and held in a segregated trust account by
the Guarantee Claims Agent as trustee for and on behalf of
the Bondholders entitled to receive such amounts under the
terms of the relevant Guarantee.
Each Bondholder, in applying for Bonds, will be deemed to
have confirmed to the Bank that the Bank:
(a) shall be released and discharged from its payment
    obligations under the relevant Deed of Guarantee
    upon the reduction of its liabilities in accordance with
    the terms of the relevant Deed of Guarantee (including
    without limitation where amounts have been paid to the
    relevant account specified by the Company pursuant to
    the terms of the relevant Security Agreement or, as the
    case may be, where an Equity Amount or Optional Early
    Unwind Amount has been paid to the relevant account
    pursuant to the relevant swap agreement, in either case
    in accordance with a notice of redemption or maturity
    notice of redemption) or, as the case may be, upon
    payment of any amount due to be paid by the Bank under
    such Deed of Guarantee to the Guarantee Claims Agent
    or directly to the relevant Bondholder in accordance
    with the relevant Deed of Guarantee and the relevant
    Guarantee Claims Deed; and (b) has no responsibility to
    oversee or supervise the Guarantee Claims Agent nor to
    ensure that the Guarantee Claims Agent complies with
    the payment mechanics set out in the relevant Guarantee
    Claims Deed.




34   Man Vision Ltd
Appendix 2

Selling restrictions                                                (c) provides a copy of a certificate given within the preceding
                                                                        two years by a qualified accountant which states that the
General
                                                                        person has net assets of at least AUD 2.5 million or had
The distribution of this Prospectus and the offering of
                                                                        gross annual income of AUD 250,000 for each of the last
the Bonds may be restricted in certain jurisdictions.
                                                                        two financial years; or
The information below is for general guidance only. It is
the responsibility of any person or persons in possession           (d) invests through an Australian financial services licensee
of this Prospectus and wishing to make an application for               where the licensee is satisfied on reasonable grounds that
Bonds to inform themselves of and to observe all applicable             the investor has sufficient previous experience to assess
                                                                        the offer and the investor signs an acknowledgement that
laws and regulations of any relevant jurisdiction.
                                                                        they have not received a prospectus in accordance with
                                                                        the Corporations Act 2001 (Cth).
European Economic Area – excluding France,
Germany, Italy, Luxembourg and Norway                               The provision of this document to any person does not
In the case of persons to whom Bonds are offered in the             constitute an offer of the Bonds to that person or an invitation
EEA, notwithstanding anything stated in this Prospectus,            to that person to apply for Bonds. Any such offer or invitation
the minimum subscription that will be accepted from such            will only be extended to a person if that person has first
a person (an ‘EEA Investor’) is:                                    satisfied the Company that the person is an Eligible Investor.

(a) USD equivalent of EUR 50,000 in respect of either               It is a term of issue of the Bonds that the investor may not
                                                                    transfer or offer to transfer their Bonds to any person located or
    Tranche of the USD-Class Bonds; and
                                                                    resident in Australia unless the transferee is an Eligible Investor.
(b) EUR 50,000 (i.e. 50,000 Bonds) in respect of either
                                                                    This document is not intended to be read by any person in
    Tranche of the EUR-Class Bonds.
                                                                    Australia who is not an Eligible Investor.
For the avoidance of doubt, if an EEA Investor applies for
                                                                    This document does not constitute or contain
more than one Tranche or Class of Bonds, the minimum
                                                                    investment advice. Prospective investors should seek
amounts referred to above still apply in respect of each
                                                                    their own professional advice in assessing whether or
Tranche or Class of Bonds. This provision applies in addition
                                                                    not to invest.
to any further specific selling restrictions for EEA countries
referred to below.
                                                                    Canada
                                                                    The Bonds may not be offered or sold, and this Prospectus
Australia
                                                                    may not be delivered, in Canada or to a resident of Canada
The Company is a foreign body corporate not registered in
                                                                    unless and until this Prospectus is accompanied by an
Australia. It does not hold an Australian financial services
                                                                    appropriate Canadian wrapper. In addition, the Bonds may
licence. This document is not a prospectus or product
                                                                    only be offered or sold to qualified investors in Canada, in
disclosure statement under Australian law. It is not required to,
                                                                    accordance with the requirements of the securities regulations
and does not include all the information that such documents
                                                                    of the investor’s place of residence or domicile.
are required to contain. It has not been lodged with or been
the subject of notification to the Australian Securities and
                                                                    Dubai International Finance Centre
Investments Commission. Investors do not have any cooling
                                                                    This Prospectus relates to a fund which is not subject to any
off rights in relation to their investment under Australian law.
                                                                    form of regulation or approval by the Dubai Financial Services
Australian persons who may invest in the Bonds are persons          Authority (‘DFSA’).
to whom an offer of securities may be made without a
                                                                    This Prospectus is intended for distribution only to persons of
prospectus under Australian law (‘Eligible Investor’). This
                                                                    a type specified in the DFSA’s Rules (i.e. ‘Qualified Investors’)
includes a person who:
                                                                    and must not, therefore, be delivered to, or relied on by, any
(a) is a ‘professional investor’ (such as an Australian             other type of person.
    financial services licensee, a trustee of superannuation
                                                                    The DFSA has no responsibility for reviewing or verifying any
    funds with net assets of at least AUD 10 million, other
                                                                    Prospectus or other documents in connection with this fund.
    bodies regulated by the Australian Prudential Regulation        Accordingly, the DFSA has not approved this Prospectus
    Authority, a listed entity or its related body corporate, or    or any other associated documents nor taken any steps to
    a person who has or controls gross assets at least              verify the information set out in this Prospectus, and has no
    AUD 10 million (including any assets held by an                 responsibility for it.
    associate or under a trust that the person manages));
                                                                    The Bonds to which this Prospectus relates may be illiquid
(b) invests more than AUD 500,000 in the Bonds                      and/or subject to restrictions on their resale. Prospective
    (not including any amount lent by the Company                   purchasers of the Bonds offered should conduct their own
    or an associate;                                                due diligence on the Bonds.


                                                                                                                       Man Vision Ltd   35
If you do not understand the contents of this document you         (b) The EUR equivalent of USD 65,000 in respect of either
should consult an authorised financial adviser.                        Tranche of the EUR-Class Bonds.
                                                                   For the avoidance of doubt if a Hong Kong investor applies
France                                                             for more than one Class of Bonds, the minimum amounts
This Prospectus is for information purposes only and does          referred to above still apply in respect of each Class of Bonds.
not constitute an offer, an invitation or a solicitation for any   WARNING: The contents of this document have not been
investment or subscription for the Bonds of the Company in         reviewed by any regulatory authority in Hong Kong. You are
France. Any person who is in possession of this Prospectus         advised to exercise caution in relation to the offer. If you are
is hereby notified that no action has or will be taken that        in any doubt about any of the contents of this document, you
would allow an offering of the Bonds in France and neither         should obtain independent professional advice.
the Prospectus nor any offering material relating to the Bonds
have been submitted to the Autorité des Marchés Financiers
                                                                   Isle of Man
for prior review or approval. Accordingly, the Bonds may
                                                                   The Company is an unregulated collective investment
not be offered, sold, transferred or delivered and neither this
                                                                   scheme for the purposes of Isle of Man law. Accordingly,
Prospectus nor any offering material relating to the Bonds
                                                                   the promotion in the Isle of Man of the Bonds is restricted
may be distributed or made available (in whole or in part) in
                                                                   by Section 1 of the Financial Supervision Act 1988 and the
France, directly or indirectly, except as permitted by French
                                                                   Bonds may only be promoted in the Isle of Man to holders
law and regulation
                                                                   of banking or investment business licences issued pursuant
                                                                   to the Banking Act 1998, or Section 3 of the Investment
Germany                                                            Business Act 1991 (‘IBA’), or to persons whose ordinary
The Bonds which are the object of this Prospectus are              business involves the acquisition or disposal of property of
neither registered for public distribution with the Federal        the same kind as the property or a substantial part of the
Financial Supervisory Authority (Bundesanstalt für                 property to which the Company relates. Promotion of the
Finanzdienstleistungsaufsicht – ‘BaFin’) according to the          Bonds may also be made by persons who are ‘permitted
German Investment Act nor listed on a German exchange.             persons’ for the purposes of the IBA to those persons to
No sales prospectus pursuant to the German Securities              whom unregulated collective investment schemes can be
Prospectus Act or German Sales Prospectus Act has been             marketed pursuant to the Financial Supervision (Promotion of
filed with the BaFin. Consequently, the Bonds must not be          Unregulated Schemes) (Exemption) Regulations 1992.
distributed within the Federal Republic of Germany by way of
                                                                   The Company is not subject to approval in the Isle of Man and
a public offer, public advertisement or in any similar manner
                                                                   investors are not protected by any statutory compensation
and this Prospectus and any other document relating to
                                                                   arrangements in the event of the Company’s failure.
the Bonds, as well as information or statements contained
therein, may not be supplied to the public in the Federal          The Isle of Man Financial Supervision Commission does not
Republic of Germany or used in connection with any offer           vouch for the financial soundness of the Company or the
for subscription of the Bonds to the public in the Federal         correctness of any statements made or opinions expressed
Republic of Germany or any other means of public marketing.        with regard to it in this Prospectus.


Guernsey                                                           Israel
The Bonds are not being offered to the public in Guernsey          This Prospectus has not been approved for public offering by
and the Bonds will not be offered to the public unless all         the Israeli Securities Authority. The Bonds are being offered
the relevant legal and regulatory requirements of Guernsey         to a limited number of investors (35 investors or less) and/
law have been complied with. This Prospectus may not be            or special types of investors (‘Investors’) such as: mutual
generally distributed in Guernsey.                                 trust funds, managing companies of mutual trust funds,
                                                                   provident funds, managing companies of provident funds,
Hong Kong                                                          insurers, banking corporations and subsidiary corporations,
In the case of persons to whom Bonds are offered in Hong           except for mutual service companies (purchasing securities
Kong, notwithstanding anything stated in this document,            for themselves and for clients who are Investors), portfolio
the minimum subscription that will be accepted from such           managers (purchasing securities for themselves and for
a person (a ‘Hong Kong investor’) (to ensure compliance            clients who are Investors), investment counsellors (purchasing
with the HKD 500,000 minimum subscription exemption                securities for themselves), members of the Tel-Aviv Stock
contained in Section 4 of Part 1 of the Seventeenth Schedule       Exchange (purchasing securities for themselves and for
to the Companies Ordinance (Cap 32) of Hong Kong) is:              clients who are Investors), underwriters (purchasing securities
                                                                   for themselves), venture capital funds, corporate entities
(a) USD 65,000 in respect of either Tranche of the
                                                                   wholly owned by Investors the main business of which is
    USD-Class Bonds; and
                                                                   the capital market, and corporate entities whose net wealth

36   Man Vision Ltd
exceeds NIS 250 million, except for those incorporated for          or advertised publicly or offered similarly in or from the Grand
the purpose of purchasing securities in a specific offer; and in    Duchy of Luxembourg. The Bonds may not be offered to any
all cases under circumstances that will fall within the private     persons other than the recipients to whom this Prospectus is
placement exemption or other exemptions of the Securities           directed, and may not be reproduced or used for any other
Law, 5728-1968 or Joint Investment Trusts Law 5754-1994.            purpose nor provided to any persons other than the recipient.
This Prospectus may not be reproduced or used for any other         As a result, the Luxembourg regulatory authorities have
purpose, nor be furnished to any person other than those            neither reviewed nor approved this Prospectus and any
to whom copies have been sent. Nothing in this Prospectus           other marketing material.
should be considered as counselling or investment
marketing advice, as defined in The Regulation of Investment        New Zealand
Counselling, Investment Marketing and Portfolio Management          The Bonds may not be offered or sold directly or indirectly,
Law, 5755-1995. Any offeree who purchases a Bond is                 and no offering material or advertisement relating to the
purchasing such a Bond for its own benefit and account and          Bonds (including this Prospectus) may be distributed directly
not with the aim or intention of distributing or offering such      or indirectly, in either case, in New Zealand or to, or for the
a Bond to other parties. Investors are encouraged to seek           benefit of, any person resident in New Zealand.
competent investment counselling from a locally licensed
investment counsellor prior to making the investment.               Norway
                                                                    The Bonds are not offered or available to persons in Norway.
Italy                                                               Nothing in this Prospectus and offering materials is directed to
No offering of the Bonds nor any distribution of any offering       or intended for persons in Norway.
materials relating to the Bonds will be made in the Republic
of Italy unless the requirements of Italian law concerning the      The Philippines
offering of collective investment schemes have been complied        THE BONDS BEING OFFERED OR SOLD HEREIN HAVE NOT
with, including (i) the requirements of Article 42 and Article 94   BEEN REGISTERED WITH THE PHILIPPINE SECURITIES
and seq. of Legislative Decree No 58 of 24 February 1998            AND EXCHANGE COMMISSION UNDER THE SECURITIES
and CONSOB Regulation No 11971 of 14 May 1999; and                  REGULATION CODE. ANY FUTURE OFFER OR SALE
(ii) all other Italian securities tax and exchange controls and     THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS
any other applicable laws and regulations, all as amended           UNDER THE CODE UNLESS SUCH OFFER OR SALE
from time to time.                                                  QUALIFIES AS AN EXEMPT TRANSACTION.
                                                                    No action has been or will be taken to permit an offering
Japan                                                               of the Bonds or the distribution of this Prospectus in the
The Bonds have not been and will not be registered for a            Philippines, except under circumstances that will result in
public offering in Japan under the Financial Instruments and        compliance with the provisions on exempt transactions under
Exchange Law of Japan. The Company does not intend to               the Securities Regulation Code and applicable rules (including
offer the Bonds directly or indirectly to a resident of Japan.      but not limited to the requirement on the delivery to the
As used in this paragraph ‘resident of Japan’ means any             offeree of a written disclosure stating the provision of section
person resident in Japan, including any corporation or other        10.1 of the Code under which exemption from registration is
entity organised under the laws of Japan.                           claimed and stating whether a confirmation of exemption has
                                                                    been obtained from the Philippine Securities and Exchange
Jersey                                                              Commission). Accordingly, this Prospectus may not be used
No steps have been taken to obtain a consent under the              for the purpose of sale or solicitation in the Philippines, except
Control of Borrowing (Jersey) Order 1958, as amended                under those circumstances.
and the Bonds may not be offered or sold in Jersey in
circumstances which would constitute an offer to the public         Singapore
for the purposes of Article 8 of such law.                          The offer or invitation which is the subject of this document
                                                                    is not allowed to be made to the retail public. This document
Luxembourg                                                          is not a prospectus as defined in the Securities and Futures
The Bonds are not for public offering in or from the Grand          Act, Chapter 289 of Singapore (‘SFA’). Accordingly,
Duchy of Luxembourg. The recipients of this Prospectus              statutory liability under that Act in relation to the content of
and any other marketing material in respect of the Bonds in         prospectuses would not apply. You should consider carefully
Luxembourg are less than 100 and have been individually             whether the investment is suitable for you.
selected and identified prior to the offer being made and are
                                                                    This document has not been registered as a prospectus
targeted exclusively on the basis of a private placement.
                                                                    with the Monetary Authority of Singapore. Accordingly, this
Accordingly, the Bonds may not be and are not being offered
                                                                    document and any other document or material in connection

                                                                                                                     Man Vision Ltd   37
with the offer or sale, or invitation for subscription or purchase,   through a public offering or in circumstances which constitute
of Bonds may not be circulated or distributed, nor may Bonds          an offer within the meaning of the Securities and Exchange
be offered or sold, or be made the subject of an invitation           Law of Taiwan (R.O.C.) that requires a registration or
for subscription or purchase, whether directly or indirectly,         the approval of the Financial Supervisory Commission of
to persons in Singapore other than (i) to an institutional            Taiwan (R.O.C.).
investor under Section 304 of the SFA, (ii) to a relevant
person pursuant to Section 305(1), or any person pursuant             United Kingdom
to Section 305(2), and in accordance with the conditions,             When distributed in, from or into the United Kingdom this
specified in Section 305 of the SFA or (iii) otherwise pursuant       Prospectus is only intended for investment professionals,
to, and in accordance with the conditions of, any other               high net worth companies, partnerships, associations or
applicable provision of the SFA.                                      trusts and investment personnel of any of the foregoing (each
Where Bonds are subscribed or purchased under Section 305             within the Financial Services and Markets Act 2000 (Financial
by a relevant person which is: (a) a corporation (which is not an     Promotion) Order 2005), persons outside the European
accredited investor (as defined in Section 4A of the SFA)) the        Economic Area receiving it non-electronically and any
sole business of which is to hold investments and the entire          other persons to whom it may be communicated lawfully,
share capital of which is owned by one or more individuals,           and subject to compliance with the conditions set out in
each of whom is an accredited investor; or (b) a trust (where         section 86 of the Financial Services and Markets Act 2000.
the trustee is not an accredited investor) whose sole purpose         No other person should act or rely on it. Persons distributing
is to hold investments and each beneficiary of the trust is an        this Prospectus in, from or into the United Kingdom must
individual who is an accredited investor; shares, debentures          satisfy themselves that it is lawful to do so.
and units of shares and debentures of that corporation or the
beneficiaries’ rights and interest (howsoever described) in           United States
that trust shall not be transferred within six months after that      The Bonds have not been and will not be registered under the
corporation or that trust has acquired the Bonds pursuant to          US Securities Act of 1933, as amended (the ‘Securities Act’)
an offer made under Section 305 except: (i) to an institutional       and may not at any time be directly or indirectly offered or sold
investor (for corporations, under Section 274 of the SFA) or          in the United States or to or for the benefit of any US Person
to a relevant person defined in Section 305(5) of the SFA, or         (as defined herein) unless the Bonds are registered under
to any person pursuant to an offer that is made on terms that         the Securities Act, or an exemption from the registration
such shares, debentures and units of shares and debentures            requirement of the Securities Act is available.
of that corporation or such rights and interest in that trust are
acquired at a consideration of not less than SGD 200,000              Uruguay
(or its equivalent in a foreign currency) for each transaction,       This offering of Bonds constitutes a private placement. The
whether such amount is to be paid for in cash or by exchange          Bonds will not be offered or sold to the public in Uruguay,
of securities or other assets, and further for corporations, in       except in circumstances which do not constitute a public
accordance with the conditions specified in Section 275 of            offering under Uruguayan laws and regulations. The Bonds
the SFA; (ii) where no consideration is or will be given for the      have not been and will not be listed on any Uruguayan Stock
transfer; or (iii) where the transfer is by operation of law.         Exchange. There is no requirement for the Company or the
                                                                      Bonds to be registered with the Central Bank of Uruguay
Switzerland                                                           and so no such registration has been or will be effected. The
The Company has not been approved by the Federal Banking              Company does not qualify as an investment fund created under
Commission under Swiss Collective Investment Scheme Act               Uruguayan law 16,774 of 27 September 1996, as amended.
of June 23, 2006 (the ‘CISA’). The Bonds may not be publicly
offered in or from Switzerland and neither this Prospectus nor
                                                                      The attention of potential investors is drawn to section 6
any other offering materials relating to the Company may be
                                                                      entitled ‘Key risks’ and also to the anti-money laundering
distributed in connection with any such public offering. The
                                                                      documentation requirements in appendix 3 to
Bonds may only be offered and this Prospectus may only be
                                                                      this Prospectus.
distributed in or from Switzerland to qualified investors as
defined in Article 10 (3) and (4) of the CISA.


Taiwan
The Bonds have not been and will not be registered with
the Financial Supervisory Commission of Taiwan (R.O.C.)
pursuant to applicable securities laws and regulations and
the Bonds may not be offered or sold within Taiwan (R.O.C.)


38   Man Vision Ltd
Appendix 3

Anti-money laundering documentation                                  (ii) current local authority tax bill or national tax
                                                                          assessment; and/or
requirements
Note: Anti-money Laundering Documents should be                      (iii) bank or credit card statement (dated in last three
submitted with the relevant Application Form.                              months); and/or
                                                                     (iv) savings passbook which shows the current
1. Existing investors                                                     residential address; and/or
Documentation required by this appendix may not need to              (v) recent mortgage statement (dated in last twelve
be provided if the applicant has an existing investment in               months); and/or
another product in respect of which a Man Group entity acts          (vi) driving licence which shows the current residential
as registrar and/or transfer agent and has already provided               address (if not used as proof of identity above).
documentation which conforms to the relevant investor
                                                                 AND
type and is still valid (i.e. has not expired).
                                                                 (c) the investor information checklist (enclosed within
Please contact your intermediary or sales executive if you
                                                                     the Application Form booklet).
have any queries regarding the requirements of this appendix.
                                                                 Any document supplied must provide evidence of your
                                                                 current residential address.
2. Private individual(s) remitting funds by a bank
transfer originating from their personal account held            Important: please note that the same document may
with a bank situated in a Prescribed Country (see                not be used as proof of both identity and address.
part 18 below)
(a) Evidence of the payment source in the form of a copy of      4. Regulated Credit and Financial Institution situated
    the SWIFT confirmation, duly stamped by the bank, or         in a Prescribed Country (see part 18 below) investing on
    an original/certified copy (see part 17 below) of the bank   behalf of underlying beneficial owners
    statement showing the origin of the money; and               (a) Confirmation of the regulatory body and laws under
                                                                      which the firm is regulated (e.g. details of the national
(b) proof of current residential address, see part 3 (b)
                                                                      regulator website upon which confirmation of regulation
    below; and
                                                                      can be found or a certified copy (see part 17 below) of
(c) the investor information checklist (enclosed within               the firm’s licence or authorisation); and
    the Application Form booklet).
                                                                 (b) a certificate of introduction (a template of which will be sent
                                                                     to you by Man Corporate Services (Ireland) Limited); and
3. Private individuals
                                                                 (c) an authorised signatory list showing specimen signatures
In the case of private individuals (including trustees and
                                                                     and signing powers (i.e. sole, joint, etc).
beneficiaries of trusts) applying individually or jointly
(for joint applicants please provide all relevant documents
                                                                 5. Regulated Credit and Financial Institution situated
for each individual).
                                                                 in a non-Prescribed Country (see part 18 below)
(a) Identity – please provide one of the following:
                                                                 investing on behalf of underlying beneficial owners
    (i)   a certified extract (see part 17 below) from a full    (a) Confirmation of the regulatory body and laws under
          valid passport (i.e. a copy of the pages showing the        which the firm is regulated (e.g. details of the national
          applicant’s photograph (which must be a clear copy),        regulator website upon which confirmation of regulation
          personal details and signature, date and place of           can be found or a certified copy (see part 17 below) of
          issue, expiry date and serial number); or                   the firm’s licence or authorisation); and
    (ii) a certified copy (see part 17 below) of an official     (b) documentation is required for beneficial ownership (refer
         national identity card (showing the applicant’s             to part 19 below), a separate sheet of paper may be used
         photograph, personal details and signature, date and        and attached to the relevant Application Form to meet
         place of issue, expiry date and serial number); or          the requirements of part 19; and
    (iii) a certified copy (see part 17 below) of a valid        (c) an authorised signatory list showing specimen signatures
          driving licence (showing the applicant’s photograph,       and signing powers (i.e. sole, joint, etc).
          personal details and signature);
AND                                                              6. Regulated Credit and Financial Institutions
                                                                 investing proprietary money
(b) residential address – please provide TWO of the
                                                                 (a) Confirmation of the regulatory body and laws under
    following (either in original form or certified copy
                                                                     which the firm is regulated (e.g. details of the national
    (see part 17 below)):
                                                                     regulator website upon which confirmation of regulation
    (i)   recent (dated in last six months) utility bill             can be found or a certified copy (see part 17 below) of
          (not a mobile phone bill); and/or                          the firm’s licence or authorisation); and

                                                                                                                    Man Vision Ltd   39
(b) confirmation on company headed paper that the                                                   (f)    an authorised signatory list showing specimen signatures
    subscription monies are proprietary (a template of which                                               and signing powers (i.e. sole, joint, etc); and
    will be sent to you by Man Corporate Services (Ireland)                                         (g) the investor information checklist (enclosed within
    Limited); and                                                                                       the Application Form booklet).
(c) an authorised signatory list showing specimen signatures
    and signing powers (i.e. sole, joint, etc).                                                     9. International business companies registered
                                                                                                    in certain offshore jurisdictions31 and companies
7. Corporate entities quoted on a stock exchange                                                    registered in certain high risk jurisdictions32
situated in a Prescribed Country (see part 18 below)                                                In addition to the requirements for private corporate entities
(or the subsidiary of such quoted entity)                                                           in part 8 above, a certificate of incumbency, details and
(a) Name of the stock exchange upon which the corporate                                             identification documents for all directors and ultimate
     entity is listed; and                                                                          beneficial owners having an interest of 5% or more in the
(b) a copy of the most recent audited published financial                                           issued capital of the corporate entity (see part 19 below)
    statements/accounts; and                                                                        must be provided.

(c) in the case of the applicant being a subsidiary, a copy
    of the listed entity’s most recent consolidated audited                                         10. Trusts whose trustee or nominee is a Regulated
    accounts/financial statements showing the consolidation                                         Credit or Financial Institution situated in a Prescribed
    of the applicant; and                                                                           Country (see part 18 below)
                                                                                                    (a) Confirmation of the regulatory body and laws under
(d) a mandate authorising the directors to own/operate an
                                                                                                        which the trustee or nominee is regulated (e.g. details of
    account or establish the business relationship; and
                                                                                                        the national regulator website upon which confirmation of
(e) an authorised signatory list showing specimen signatures                                            regulation can be found or a certified copy (see part 17
    and signing powers (i.e. sole, joint, etc); and                                                     below) of the firm’s licence or authorisation); and
(f)   the investor information checklist (enclosed within                                           (b) a certificate of introduction (a template of which will be sent
      the Application Form booklet).                                                                    to you by Man Corporate Services (Ireland) Limited); and
Please note that a list of the applicable stock exchanges                                           (c) an authorised signatory list showing specimen signatures
is available from Man Investments.                                                                      and signing powers (i.e. sole, joint, etc).

8. Private corporate entities and corporate entities                                                11. Any other type of trust
quoted on a stock exchange situated in a non-Prescribed                                             (a) A certified extract (see part 17 below) of the trust
Country (see part 18 below)                                                                             deed that identifies the purpose of the trust, the
(a) A certified copy (see part 17 below) of:                                                            settlor(s), the source of funds, the trustees, the authority
      (i)   the certificate of incorporation/certificate to trade                                       of the trustees, the capacity of the trustees and the
            or equivalent; and                                                                          beneficiaries; and
      (ii) memorandum and articles of association; and                                              (b) identification documents for all trustees and settlor(s), in
(b) a current list of all directors and shareholders holding                                            line with the requirements as set out in part 3 above or for
    5% or more of the issued capital of the corporate entity                                            any other type of entity listed in this appendix; and
    giving full names, occupations, dates of birth and current                                      (c) an authorised signatory list showing specimen signatures
    residential addresses; and                                                                          and signing powers (i.e. sole, joint, etc); and
(c) identification documents for all shareholders (listed in                                        (d) the investor information checklist (enclosed within the
    part 8 (b) above), in line with the requirements as set out                                         Application Form booklet).
    in part 3 above or for any other type of entity listed in this
    appendix; and                                                                                   12. Fund whose fund manager or general partner is
(d) identification of at least two directors and of all authorised                                  a Regulated Credit or Financial Institution situated in
    signatories and/or all individuals on whose instructions                                        a Prescribed Country (see part 18 below)
    the signatories are empowered to act, in line with the                                          (a) Confirmation of the regulatory body and laws under
    requirements as set out in part 3 above or for any other                                            which the firm is regulated (e.g. details of the national
    type of entity listed in this appendix; and                                                         regulator website upon which confirmation of regulation
                                                                                                        can be found or a certified copy (see part 17 below) of
(e) a mandate authorising the directors to own/operate an
                                                                                                        the firm’s licence or authorisation); and
    account or establish the business relationship; and


31. Offshore jurisdictions: Anguilla, Antigua, Bahamas, Belize, Bermuda, BVI, Cayman Islands, Cook Islands, Gibraltar, Jamaica, Liberia, Macau, Mauritius, Netherlands Antilles, Nevis, Panama,
Samoa (until 1997 Western Samoa), Sark, Seychelles, Turk & Caicos, Uruguay and Vanuatu. 32. High risk jurisdictions: Afghanistan, China, Democratic Republic of Korea (North Korea), Dominica,
Egypt, Grenada, Guatemala, Iran, Iraq, Libya, Marshall Islands, Myanmar, Nauru, Nicaragua, Nigeria, Niue, Pakistan, Russian Federation, Sudan, Syria, Uganda, Ukraine and Zimbabwe.

40    Man Vision Ltd
(b) a certificate of introduction (a template of which will be sent   (j)   the investor information checklist (enclosed within
    to you by Man Corporate Services (Ireland) Limited); and                the Application Form booklet).
(c) an authorised signatory list showing specimen signatures
    and signing powers (i.e. sole, joint, etc).                       15. Partnership
                                                                      (a) A certified extract (see part 17 below) of the partnership
13. Fund whose fund manager or general partner is                         agreement showing a list of all the partners and the
a Regulated Credit or Financial Institution situated in                   nature of the business; and
a non-Prescribed Country                                              (b) the full names, occupations, dates of birth, current
(a) Confirmation of the regulatory body and laws under                    residential addresses and business addresses of each
    which the firm is regulated (e.g. details of the national             partner; and
    regulator website upon which confirmation of regulation           (c) identification documents for at least two partners, all
    can be found or a certified copy (see part 17 below) of               beneficial owners not listed in the partnership agreement
    the firm’s licence or authorisation); and                             above and all persons authorised to operate the account,
(b) certificate of introduction (a template of which will be sent         in line with the requirements as set out in part 3 above or
    to you by Man Corporate Services (Ireland) Limited); and              for any other type of entity listed in this appendix; and
(c) a copy of the prospectus and application form; and                (d) a certified utility bill or bank statement or company
(d) an authorised signatory list showing specimen signatures              literature (e.g. promotional material) verifying the
    and signing powers (i.e. sole, joint, etc).                           business address OR evidence of a visit to the business
                                                                          premises; and
14. Fund whose fund manager or general partner is not                 (e) a properly authorised mandate from the partnership
a Regulated Credit or Financial Institution                               to own/operate an account or establish the business
(a) A copy of the listing document/prospectus describing the              relationship OR a certified copy (see part 17 below)
    purpose of the fund and identifying the fund manager or               of an investment management or administration
    general partner; and                                                  agreement; and
(b) a certified copy (see part 17 below) of the certificate           (f)   a copy (see part 17 below) of the latest audited
    of incorporation; and                                                   report and accounts (this may be combined with the
(c) a certified copy (see part 17 below) of the                             requirements of the investor information checklist); and
    memorandum and articles of association; and                       (g) an authorised signatory list showing specimen signatures
(d) a current list of all directors and all shareholders holding 5%       and signing powers (i.e. sole, joint, etc); and
    or more of the issued share capital of the corporate entity       (h) the investor information checklist (enclosed within
    giving their full names, occupations, dates of birth, current         the Application Form booklet).
    residential addresses and business addresses; and
(e) identification documents for the directors and                    16. Special purpose vehicles, charities, power of
    shareholders listed in part 14 (d) above, in line with            attorney arrangements and local and public authorities/
    the requirements as set out in part 3 above or for any            supranational bodies
    other type of entity listed in this appendix; and                 Please refer to your intermediary or local Man Investments
                                                                      office or the nominee who will ensure that the appropriate
(f)   identification documents of all authorised signatories
                                                                      advice is provided.
      and/or all individuals on whose instructions the
      signatories are empowered to act; and
                                                                      17. Certification
(g) part 19 must be completed with the names of all
                                                                      The certification of the documents provided hereunder must
    underlying beneficial owners of the fund and identification
                                                                      be by a professional person such as a lawyer, notary, banker,
    documents provided in line with the requirements as set
                                                                      professional adviser, accountant or official entity such as an
    out in part 3 above or for any other type of entity listed in
                                                                      embassy or government ministry.
    this appendix (a separate sheet(s) of paper may be used
                                                                      Certification will only be accepted where the professional
    and attached to the relevant Application Form); and
                                                                      person or entity has:
(h) a copy of the latest audited report and accounts
                                                                      (a) written ‘this is a true copy of the original’ on the
    (or confirmation that they are not produced) (this may
                                                                          document; and
    be combined with the requirements of the investor
    information checklist); and                                       (b) made their stamp clear; and
(i)   an authorised signatory list showing specimen signatures        (c) signed and printed their name clearly on each page
      and signing powers (i.e. sole, joint, etc); and                     requiring certification.



                                                                                                                        Man Vision Ltd   41
18. Man Corporate Services (Ireland) Limited
Prescribed Countries (also known as ‘Recognised
Jurisdictions’) as at October 2006
Argentina, Australia, Austria, Belgium, Brazil, Canada,
Cyprus, Czech Republic, Denmark, Estonia, Finland, France,
Germany, Greece, Guernsey, Hong Kong, Hungary, Iceland,
Ireland, Isle of Man, Italy, Japan, Jersey, Latvia, Liechtenstein,
Lithuania, Luxembourg, Malta, Mexico, Netherlands, New
Zealand, Norway, Poland, Portugal, Singapore, Slovakia,
Slovenia, South Africa, Spain, Sweden, Switzerland, United
Kingdom and the United States of America.


19. Documentation required for beneficial ownership
The individual who has ultimate ownership or control over
assets is known as the ‘beneficial owner’. When the applicant
will not be the beneficial owner of the investment or the
applicant appears to be acting on behalf of another individual,
the beneficial owner of the investment or the party on whose
behalf the applicant is acting must also be identified (please
note that in such instances Man Investments or the nominee
will only act on the instructions of the legal owner). Where the
beneficial owner of the Bonds will not be the person or entity
detailed in the Application Form, the following information is
required on a separate sheet(s) of paper and must be attached
to, and submitted, with the relevant Application Form:
(a) full name, occupation, date of birth and address; and
(b) proof of identification in line with the requirements as set
    out in part 3 above or for any other type of entity listed in
    this appendix.
Please note in the case of there being more than one
beneficial owner, this proof of identity is required for all
beneficial owners.
These documents are not required if the applicant for legal
ownership listed in the Application Form is a Regulated
Credit and Financial Institution (i.e. a bank, fund management
company, life insurance/assurance company, broker or
pension fund) or the equivalent in a Prescribed Country
(see part 18 above).




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