U K P o und OFFERINGANNUAL MEMORANDUMREPORT 2005 E u r o D o l lar U K P o und OFFERINGANNUAL MEMORANDUMREPORT 2005 E u r o D o l lar US$ STUDENTSTRUST INTERNATIONAL PLAN An Education Savings Plan Sponsored By AUDITORS INVESTMENT ADVISOR O’Shaughnessy Education Foundation Limited (“the Foundation”) Deloitte and Touche HSBC Private Bank (A BritishVirgin Islands Registered International Business Corporation) Wickams Cay 1 Compass Point The Students Trust International Plan (“STI Plan”) is an education savings plan designed to assist parents and other Road Town 9 Bermudiana Road individuals who are resident in countries around the world to save for the university or college education of their Tortola VG1110 Hamilton HM11 children. Children can attend university or college anywhere in the world and qualify for Education Payments from this program. The program is offered in US dollars, however Subscribers can make deposits in their own currency BVI Bermuda to be converted to US$ at the prevailing exchange rate at the time. As a Subscriber,the parent, grandparent or other interested participant will enter into an agreement (“Agreement”) to ADMINISTRATOR LEGAL COUNSEL – BERMUDA purchase an interest (“Unit”) in the STI Plan. To purchase a Unit the Subscriber deposits an amount (a “Deposit”) in Harbour Financial Services Limited Wakefield Quin accordance with the “Deposit Schedule” with theTrustee of the Plan. From the Deposit the Subscriber agrees to have Victoria Place Victoria Place theTrustee deduct and remit to the Foundation a fee (“Enrolment Fee”) of $200 per Unit. The Foundation establishes 31 Victoria Street 31 Victoria Street an account (“Account”) for each Subscriber and keeps a record of Deposits and Accumulated Growth for each Account. Hamilton HM 10 Hamilton HM 10 In order for a child (“Beneficiary”) to obtain the benefits (“Education Payments”) that a Unit provides, the Subscriber Bermuda Bermuda agrees to keep Deposits in the Account until the Beneficiary qualifies for post-secondary education, usually when the Beneficiary is eighteen years old. Subscriber Deposits are pooled with Deposits of other Subscribers and invested TRUSTEE/CUSTODIAN DEPOSITORY BANK according to the terms set out by the Foundation in the Agreement. Total accumulated growth achieved with the investments (“Accumulated Growth”) is allocated to each Account based upon the proportion that the Account HSBC International Trustee Limited HSBC Bank of Bermuda Limited represents as part of all amounts held in all Subscriber Accounts.. Compass Point 6 Front Street When a Beneficiary has completed secondary school, generally when they are eighteen years old (“Maturity”), 9 Bermudiana Road Hamilton HM11 Accumulated Growth in the Account will be pooled with all other Accounts where the Beneficiary is born in the Hamilton HM 11 Bermuda same year (“Commencement Year”) and used to make Education Payments to all Beneficiaries from that Bermuda Commencement Year who qualify for an Education Payment. Principal is returned to the Subscriber when the Beneficiary qualifies for their first Education Payment.A Beneficiary can qualify for up to four Education Payments. An amount equal to _ of the Enrolment Fee paid is added as part of Education Payments so that a Beneficiary receives the equivalent of all Enrolment Fees paid if they receive all Education Payments. THE AMOUNT THAT THE BENEFICIARY RECEIVES CANNOT BE PREDICTED as it will depend on the Accumulated Growth,the number of Subscribers who kept their Accounts open and the number of Beneficiaries who qualify for Education Payments within each CommencementYear. A Subscriber whose Beneficiary qualifies for all four Education Payments will receive a higher total Education Payment than if they had invested on their own. However, a Subscriber whose Beneficiary does not qualify for any Education Payments will receive no investment return. The STI Plan has been classified by the Bermuda Monetary Authority (“BMA”) as a Bermuda standard fund under the www.stiplan.com Investment Funds Act 2006. Approvals received from the BMA do not constitute a guarantee by the BMA as to the performance of the Plan or its creditworthiness. Furthermore, in giving such approvals the BMA shall not be liable for the performance or default of the Plan or for the correctness of any opinions or statements expressed. POTENTIAL SUBSCRIBERS SHOULD READ THE DETAILS OF THIS OFFERING MEMORANDUM AND OBTAIN THEIR OWN LEGAL ANDTAX ADVICE BEFORE PARTICIPATING INTHE PLAN. CITIZENS OFTHE UNITED STATES page 20 OF AMERICA MAY NOT PARTICIPATE IN THE STI PLAN. Table of Contents LIST OF DIRECTORS AND OFFICERS OF THE FOUNDATION DIRECTORS AND OFFICERS TableofContents ........................................................................................................ 2 President and Director Thomas O’Shaughnessy, CA StudentsTrustInternationalPlan ........................................................................................ 3 PH 20 Edificio Pradera HSBCinternationalTrusteeLimited .................................................................................... 4 Calle 81 Este, Altos del Golf HarbourFinancialServicesLimited ..................................................................................... 5 Panama City, Panama Director of Client Services and Director Enrolment ................................................................................................................. 6 Susan Nenadich DepositScheduleperUnit ............................................................................................. 6 PH 20 Edificio Pradera Investment of Deposits andAccumulated Growth ................................................................... 7 Calle 81 Este, Altos del Golf Panama City, Panama DeathofSubscriber/Beneficiary ........................................................................................ 9 Director ChangeofBeneficiary ................................................................................................... 9 Charles Bongers ReturnofPrincipalandTransferofIncome ............................................................................ 10 58 Braeside Road, Toronto FeesandCharges ....................................................................................................... 10 Ontario, Canada GuaranteedReturnofFees(“GRF”)Program ...................................................................... 11 At this time the Directors of the Foundation receive no remuneration for their services as Directors.Mr.O’Shaughnessy How a Beneficiary Qualifies for Education Payments . 13 and Ms. Nenadich receive remuneration as executive officers and employees of the Foundation. Change ofYear of Commencement (Advancement and Postponement) . 13 OFFICES CalculationofEducationPayments .................................................................................... 14 Bermuda Toronto EnhancementAccount ................................................................................................. 15 c/o Wakefield Quin The ExchangeTower,PO Box 427 STICommittee ......................................................................................................... 16 Victoria Place, 130 King St.W.Suite 1800 31Victoria Street Toronto, Ontario WithdrawalbytheSubscriber ......................................................................................... 16 Hamilton HM 10 Canada M5X 1E3 AnnualReportandStatement ........................................................................................ 17 BritishVirgin Islands Panama AmendmenttothisAgreement ...................................................................................... 17 c/o Ogier Fiduciary Services (BVI) Limited PH 20 Edificio Pradera Nemours Chambers - Qwomar Complex Calle 81 Este,Altos del Golf Assignment .............................................................................................................. 17 4th Floor,P.O. Box 317 Panama City, ComplianceDisclaimer ................................................................................................. 18 RoadTown,Tortola Panama BritishVirgin IslandsVG1110 ListofDirectorsoftheFoundation ...................................................................................... 19 page 2 page 19 COMPLIANCE DISCLAIMER STUDENTS TRUST INTERNATIONAL PLAN 1. Money Laundering The Plan is a savings plan established byTrust Indenture to assist parents and others to save for the college and university education of a child. Each participant, referred Participation in the Plan sometimes requires a large Deposit from the Subscriber. The Subscriber undertakes, to as a Subscriber,purchases a unit or a number of units in theTrust that will entitle when they sign the Application, that the funds used for Deposit have not been derived from activities specified their child to receive a share of a pool of accumulated growth of investments that is in the Money Laundering Statement that follows: earned by the deposits from all units in theTrust. Activities can consist of drug-trafficking offenses and financial misconduct or other specified activities. Drug-trafficking The Subscriber receives their deposits made into the Plan, less an Enrolment Fee, offenses include the manufacture, importation, sale, or distribution of controlled substances; the commission of acts when the child is ready to attend a post-secondary school, usually when the child is constituting a continuing criminal enterprise; and transportation of drug paraphernalia. Financial misconduct includes 18 years old. the concealment