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«MELCHIOR INVESTMENT FUNDS PROSPECTUS This is the Prospectus of Melchior Investment Funds, prepared in accordance with Chapter 4 of the Financial ...»

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MELCHIOR INVESTMENT FUNDS

PROSPECTUS

This is the Prospectus of Melchior Investment Funds, prepared in accordance with Chapter 4 of

the Financial Conduct Authority’s Collective Investment Schemes Sourcebook

(the “COLL Sourcebook”) made under the Financial Services

and Markets Act 2000 and complying with Section 4.2.5

of the COLL Sourcebook.

Valid at 7 January 2014

This document replaces any previous Prospectus issued by the Company.

Copies of this Prospectus have been sent to the Financial Conduct Authority and the Depositary 1 GA: 3004873_1 INDEX MELCHIOR INVESTMENT FUNDS

MANAGEMENT & ADMINISTRATION

FURTHER DETAILS OF MELCHIOR INVESTMENT FUNDS

RISK FACTORS

GENERAL INFORMATION

VALUATION, CHARGES AND INCOME

TAXATION

GENERAL SUMMARY ONLY

Appendix 1- Investment and borrowing powers

Appendix 2- Eligible Markets

Appendix 3- Fund benchmarks

Appendix 4- List of other Authorised Collective Investment Schemes Operated By the ACD............60 Appendix 5 - Directory

Appendix 6- Past Performance

2 GA: 3004873_1

MELCHIOR INVESTMENT FUNDS

Important information No person has been authorised by the Company or the ACD to give any information or to make any representations in connection with the offering of shares other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been made by the Company or the ACD. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of shares shall not, under any circumstances, create any implication that the affairs of the Company have not changed since the date hereof.

The distribution of this Prospectus and the offering of shares in certain jurisdictions may be restricted. Persons into whose possession this Prospectus comes are required by the Company to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

The shares in the Company which are described in this Prospectus have not been and will not be registered under the United States Securities Act of 1933 as may be amended or reenacted (the “1933 Act”), the United States Investment Company Act of 1940 (as may be amended or re-enacted (the “1940 Act”) or the securities laws of any of the states of the United States of America and may not be directly or indirectly offered or sold in the United States of America to or for the account or benefit of any U.S. Person (as defined below), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the United States Securities Act of 1933, the United States Investment Company Act of 1940 and similar requirements of such state securities laws. Any re-offer or resale of the Company in the United States or to US Persons may constitute a violation of US law. The Company and the ACD have not been and will not be registered under the 1940 Act and investors will not be entitled to the benefit of registration.

The shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. The shares are subject to restrictions on transferability and resale and may not be transferred or resold in the United States except as permitted under the 1933 Act and applicable state securities laws, pursuant to registration or exemption therefrom.

In order to ensure compliance with the restrictions referred to above, the Company is, accordingly, not open for investment by any US Persons or ERISA Plans except in exceptional circumstances and then only with the prior consent of the ACD. A prospective investor may be required at the time of acquiring shares to represent that such investor is a qualified holder and not a US Person or acquiring shares for the account or benefit, directly or indirectly, of a US Person or with the assets of an ERISA Plan. The granting of prior consent by the ACD to an investment does not confer on the investor a right to acquire shares in respect of any future or subsequent application.

“ERISA Plan” means (i) any retirement plan subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) any individual retirement account or plan subject to Section 4975 of the United States Internal Revenue Code of 1986, as amended; or (iii) an entity whose assets include plan assets by reason of a plan’s investment in the entity (generally because 25% or more of a class of equity interests in the entity is owned by plans).

i. “US Persons” means a person as described in any of the following paragraphs:

1. With respect to any person, any individual or entity that would be a US Person under Regulation S of the 1933 Act. The Regulation S definition is set forth below. Even if you are not considered a US Person under Regulation S, you can still be considered a "US Person" within the meaning of this Prospectus under Paragraphs 2, 3 and 4, below;





–  –  –

5 GA: 3004873_1 This Prospectus has been issued for the purpose of section 21 of the Financial Services and Markets Act 2000 by Thesis Unit Trust Management Limited.

The distribution of this Prospectus in certain jurisdictions may require that this Prospectus is translated into the official language of those countries. Should any inconsistency arise between the translated version and the English version, the English version shall prevail.

This Prospectus is based on information, law and practice at the date hereof. The Company and ACD cannot be bound by an out of date prospectus when a new version has been issued and investors should check with Thesis Unit Trust Management Limited that this is the most recently published prospectus.

As a result of legislation in force in the UK to prevent money laundering, the ACD is responsible for compliance with anti money laundering regulations. In order to implement these regulations, in certain circumstances investors may be asked to provide proof of identity when buying or redeeming shares. Until satisfactory proof of identity is provided, the ACD reserves the right to refuse to issue shares, pay the proceeds of a redemption of shares, or pay income on shares to the investor. In the case of a purchase of shares where the applicant is not willing or is unable to provide the information requested within a reasonable period, the ACD also reserves the right to sell the shares purchased and return the proceeds to the account from which the subscription was made. These proceeds may be less than the original investment.

Important: If you are in any doubt about the contents of this Prospectus you should consult your Financial Adviser.

RISK FACTORS

 Collective investment schemes should be regarded as long term investments.

 The value of the shares in the Company is based upon the value of the underlying investments.

 The value of those investments and the income from them and consequently the value of the shares and the income from them, can go down as well as up and are not guaranteed.

 Past performance is not necessarily a guide to future performance.

 Investors may not get back the amount originally invested.

 Further Risk Factors are set out on pages 12-15 of the Prospectus.

–  –  –

Melchior Investment Funds ("the Company") is an investment company with variable capital established pursuant to an authorisation order of the Financial Services Authority ("FSA") on 22 September 2003. The FSA has now been superseded by the Financial Conduct Authority ("FCA") and the Prudential Regulatory Authority. The Company is incorporated with registration number IC256.

The Company falls in the category of being a type of “UCITS scheme” for the purposes of the categorisations of the COLL Sourcebook and which is also an 'umbrella company' for the purposes of the Open-Ended Investment Companies Regulations 2001.

The Head Office of the Company is at Exchange Building, St John's Street, Chichester West Sussex PO19 1UP, which is also the address for service of notices or other documents required or authorised to be served on the Company.

Shareholders are not liable for the debts of the Company. A shareholder is not liable to make any further payment to the Company after he has paid the price on purchase of the shares.

The base currency of the Company is Sterling. Certain of the Funds, as described in this Prospectus, are valued in a currency other than the base currency.

Melchior Investment Funds is structured as an umbrella company. Provision exists for an unlimited number of sub-funds (singularly “Fund”, jointly “Funds”), and at the date of this Prospectus four Funds, Melchior North American Opportunities Fund, Melchior Asian Opportunities Fund, Melchior Japan Advantage Fund and Melchior Global Equity Fund are available for investment. Each Fund would belong to the category of " UCITS scheme" if it were itself an investment company with variable capital in respect of which an authorisation order made by the FCA were in force.

Past performance figures for the Funds are given at Appendix 6.

Authorised Corporate Director ("ACD") Thesis Unit Trust Management Limited (meaning the authorised fund manager for the purposes of COLL).

The registered office is located at Exchange Building, St John's Street, Chichester, West Sussex PO19 1UP.

A private company limited by shares incorporated in England and Wales with registered number 03508646, on 6 February 1998.

Share capital: £1,180,000 issued and fully paid.

The ACD's ultimate holding company is Thesis Asset Management plc, a public company incorporated in England and Wales with registered number 1802101. The shares of Thesis Asset Management plc are held either by Thomas Eggar LLP, a firm of solicitors, and two of its subsidiaries, Thomas Eggar Enterprises Limited and Thomas Eggar Trust Corporation Limited – the latter holds the ordinary voting shares on the terms of a trust of which certain current and former members of Thomas Eggar LLP are beneficiaries.

The ACD is the sole director of the Company.

Directors of the ACD:

A J Edwards – Non-Executive Chairman S R Mugford – Finance Director D W Tyerman – Chief Executive Officer G Dalton – Chief Operating Officer S Noone – Client Service Director

7 GA: 3004873_1A Gilbert – Non-Executive Director

Apart from S. Noone, the directors also hold directorships of other companies within the Thesis Group and are engaged in significant business. Mr A. J. Edwards (solicitor) is also involved in significant business activity which is not connected with the business of the ACD or the Thesis Group. Such business activities may be of significance to the business of the Company.

Please see Appendix 4 for details of Authorised Unit Trusts and Open Ended Investment Companies for which Thesis Unit Trust Management Limited is also the Manager or Authorised Corporate Director respectively.

The terms of the agreement dated 1 June 2010 (“ACD Agreement”) between the Company and the ACD provide that the ACD should manage and administer the Company in accordance with the terms of the COLL Sourcebook as amended or replaced from time to time or equivalent regulations issued by the FCA or other appropriate authority and the Open-Ended Investment Companies Regulations 2001 as amended or replaced from time to time (together, the “Regulations”), the Instrument of Incorporation and this Prospectus.

The ACD Agreement may be terminated by either party on not less than six months’ written notice or earlier upon the happening of certain specified events. The ACD Agreement contains detailed provisions relating to the responsibilities of the ACD and excludes it from any liability to the Company or any shareholder for any act or omission except in the case of negligence, wilful default, breach of duty or breach of trust in relation to the Company on its part. The ACD Agreement provides indemnities to the ACD to the extent allowed by the Regulations and other than for matters arising by reason of its negligence, wilful default, breach of duty or breach of trust in the performance of its duties and obligations. Subject to certain limited exceptions set out in the Regulations, the ACD may retain the services of any person to assist it in the performance of its functions.

Details of the fees payable to the ACD are set out under the heading “Charges and Other Expenses” below.

The ACD has delegated the following functions to the parties listed below:

i. Investment management (Dalton Capital (Guernsey) Limited);

ii. Registration services (Northern Trust Global Services Limited); and iii. Administration and Fund Accountancy (Northern Trust Global Services Limited).

Further details of each of these appointments are set out below.

Depositary The Depositary of the Company is National Westminster Bank Plc. The Depositary is a public limited company and was incorporated in England and Wales on 18 March 1968 (registered number 929027). Its registered and head office is at 135 Bishopsgate, London EC2M 3UR.

The principal business activity of the Depositary is banking. The ultimate holding company of the Depositary is The Royal Bank of Scotland Group plc, which is incorporated with limited liability in Scotland. The Depositary is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. It is authorised to carry on investment business in the United Kingdom by virtue of its authorisation and regulation by these regulators.

The Depositary's office in Edinburgh concerned with matters relating to the Company is at the address in Appendix 5.



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