H,— 27.

Third Prospectus, Bth April, 1933—continued. Second Prospectus, 7th February, 1933—-continued. Lines 46 and 47— Not in— " The debentures of the second issue of deben- But after the words " To which such certificate ture capital constitute a first mortgage over the relates "in line 49 of the prospectus of Bt.h April, assets secured thereby, and do not rank pari passu 1933, are added the words, " and the debentures with the debentures of any other issue." will constitute a first mortgage over the investments in that series." Page 2, line 47— " The Trust held 180 separate investments " The Trust held 195 separate investments Line 50 — " £159,000,000." " £158,000,000." Page 3, line 2 — " For second issue of debenture capital offered Not in. for subscription by this prospectus." Line 20 — " 100,000 debentures all in like form called " 100,000 (' A ' Series), 200,000 (' B ' Series) ; ' Second A ' Series numbered 1 to 100,000." like debentures numbered 1 to 100,000 ('A' " 200,000 debentures all in like form called Series), Ito 200,000 (' B ' Series)." ' Second B ' Series numbered 1 to 200,000." Line 55 — " Debentures." " Debenture." Line 83 — " (' Second A ' Series)." " (' A ' Series)." Line 86— " (< Second B ' Series)." " (' B ' Series)." 90. The principal object in replacing the second by the third prospectus appears to have been to make clear that no portion of the first issue of debenture capital was offered under the new prospectus. 91. The second and third prospectuses read in conjunction provided for the issue of further debentures in two series—loo,ooo " Second A " Series first mortgage perpetual income debentures of £10 each, and 200,000 " Second B " Series first mortgage perpetual income debentures of £10 each. 92. In the second and third prospectuses (and also in the fourth prospectus) the form of debentures is set out in full. 93. The conditions of the second, third, and fourth prospectuses and of the debentures issued thereunder were materially different from the conditions of the first prospectus dated 12th March, 1931, and of the debentures issued thereunder in various respects including the following :— (a) The first prospectus provided that 10 per cent, of 95 per cent, of the income should be placed in reserve and reinvested while the later prospectuses provided for a similar 10 per cent. " or such greater percentage as the directors shall determine." (b) The first prospectus stated that " to ensure equitable distribution of securities consistent with economical operations and safety the company has planned to invest its debenture capital in a large number of securities and undertakes that upon completion of this issue of debentures in each series not more than 10 per cent, of the total debenture capital received shall be invested in any one security." This provision was omitted from the later prospectuses. (c) The first prospectus stated under the heading " Administration " : " Owing to the nature of the company's business the office costs will be almost negligible." This provision was omitted from the later prospectuses. (d) The First Series debentures provided for the retention of " brokerage and administration costs " out of moneys received for the sale of debentures. The Second Series debentures provided for the retention, out of moneys received for the sale of debentures and out of income and profits from investments, of all costs, charges, taxes, commissions, and expenses incurred and moneys paid by the trust, on any account whatsoever (other than costs, &c., relative to formation and registration of trust and obtaining and investing share capital and directors' remuneration). (e) The First Series debentures provided (clause 9) for deduction from income of " administration costs." The Second Series debentures provided (clause 10) for deduction of proportion of " debenture charges " and also " all costs, charges, taxes as the directors of the trust shall deem proper,"

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