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FILED PURSUANT TO

RULE 424 (B) (3)

REGISTRATION NO. 333-104621

PROSPECTUS

AMVESCAP PLC

Offer to Exchange $350,000,000 of Its

5.375% Notes Due 2013,

Registered under the Securities Act,

for $350,000,000 of Its Outstanding Unregistered

5.375% Notes Due 2013

This exchange offer will expire at 5:00 p.m.,

New York City time, on June 6, 2003, unless extended.

Investing in the new notes involves risks. You should consider carefully the risk factors beginning on page 11 of this prospectus before tendering your old notes in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 28, 2003

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IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

You should rely only on the information set forth in this prospectus and incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We are not making this exchange offer to, and we will not accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or other laws of that jurisdiction.

Unless the context otherwise requires, as used in this prospectus:

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have agreed that, starting on the expiration date (as defined in this prospectus) and ending on the close of business one year after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any resale. See “Plan of Distribution.”

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PRESENTATION OF FINANCIAL INFORMATION

We publish our consolidated financial statements in pounds sterling. Our consolidated financial statements that we have incorporated by reference in this prospectus have been prepared in conformity with generally accepted accounting principles in the United Kingdom, or U.K. GAAP, which differ in certain material respects from generally accepted accounting principles in the United States, or U.S. GAAP. Therefore, our financial statements may not be comparable to the financial statements of U.S. companies. See note 23 to our audited consolidated financial statements incorporated by reference in this prospectus for a description of these differences and a reconciliation to U.S. GAAP net income for the years ended December 31, 2002, 2001 and 2000 and U.S. GAAP shareholders’ equity as of December 31, 2002 and 2001.

In this prospectus, references to “U.S. dollars,” or “$” are to United States currency and references to “pounds sterling,” “£,” or “p” are to United Kingdom currency. Solely for your convenience, we have translated some amounts presented in pounds sterling into U.S. dollars at the noon buying rate in the City of New York for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date specified. You should not construe these translations as representations that the pounds sterling amounts actually represent such U.S. dollar amounts presented or that they could be converted into U.S. dollars at the rates or the dates indicated. On December 31, 2002, the noon buying rate was $1.61 per £1.00. See “Risk Factors —Risks Related to Our Company—Since a large part of our operations are denominated in U.S. dollars while our financial results are reported in U.K. pounds sterling, changes in the U.S. dollar to pounds sterling exchange rate may affect our reported financial results from one period to the next” for a discussion of the effects of fluctuating exchange rates on our company.

The financial information concerning us contained or incorporated by reference in this prospectus does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 (as amended) of Great Britain. Statutory accounts of our company in respect of the financial years ended December 31, 2002, 2001 and 2000 have been delivered to the Registrar of Companies for England and Wales. In respect of each of those statutory accounts, our auditors have given reports that were unqualified and did not contain a statement under Section 237(2)-(3) of the Companies Act.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, or the “SEC,” a registration statement on Form F-4 under the Securities Act relating to the exchange offer. Additionally, we are subject to the information reporting requirements of the Securities Exchange Act of 1934 applicable to foreign private issuers, and accordingly, we file annual reports on Form 20-F and other information with the SEC. The registration statement and our other filings with the SEC are available on the Internet at the SEC’s EDGAR website at http://www.sec.gov. You also may read and copy any document that we file with the SEC at the SEC’s public reference rooms at the following address:

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

You can call the SEC at 1-800-SEC-0330 for more information about the public reference rooms and their copy charges. Our SEC filings also are available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which we have listed American Depositary Shares that represent our ordinary shares. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call 212-656-5060. You also may obtain copies, free of charge, from the office of our paying agent in Luxembourg, Banque Générale du Luxembourg, S.A., at 50 Avenue J.F. Kennedy, L-2951 Luxembourg, by calling 352-4242-2686 or by faxing to 352-4242-2984.

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This prospectus incorporates important business and financial information that is not included in or delivered with this document. The SEC allows us to “incorporate by reference” into this prospectus some of the information that we file with the SEC. This means that we can disclose important information to you by referring you to information and documents that we have filed with the SEC. Any information that we incorporate in this manner is considered part of this prospectus. We are incorporating by reference our annual report on Form 20-F for the fiscal year ended December 31, 2002, which we have previously filed with the SEC. We also are incorporating by reference any future annual reports on Form 20-F, including any amendments to the above-referenced Form 20-F, and any future Form 6-K reports we furnish to the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act after the date of this prospectus and prior to the completion of the exchange offer. You may request a free copy of any documents referred to above, including exhibits specifically incorporated by reference in those documents, by contacting us at the following address and telephone number:

AMVESCAP PLC

30 Finsbury Square

London

EC2A 1AG United Kingdom

Telephone: 011-44-207-638-0731

Facsimile: 011-44-207-638-0711

Attention: Corporate Secretary

If you would like to request documents, please do so by no later than June 2, 2003 in order to receive the documents before this exchange offer expires on June 6, 2003.

In addition, for so long as any of the new notes remain outstanding and during any period in which we are not subject to Section 13 or 15(d) of the Securities Exchange Act, we will make available to any prospective purchaser or beneficial owner of the new notes in connection with the sale thereof the information required by Rule 144A(d)(4) under the Securities Act.

Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information in documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus or in earlier-dated documents incorporated by reference.

If we have referred in this prospectus to any contracts, agreements or other documents and have incorporated any of those contracts, agreements or documents in this prospectus or have filed them as exhibits to the registration statement, you should read the relevant document for a more complete understanding of the document or matter involved.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We believe it is important to communicate our future expectations to our shareholders and to the public. This prospectus includes, and documents incorporated by reference herein and public filings and oral and written statements by us and our management may include, statements that constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of our management and on information available to our management at the time such statements were made. Forward-looking statements include information concerning possible or assumed future results of our operations, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, acquisition activities and the effect of completed acquisitions, debt levels and the ability to obtain additional financing or make payments on our debt, regulatory developments, demand for and pricing of our products and other aspects of our business, general economic conditions and statements that, in each case, are preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “could,” “should,” “would” or similar expressions.

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Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Many of the factors that will determine these results are beyond our ability to control or predict. For a discussion of some of these factors, please read carefully the information under the caption “Risk Factors.” We do not intend to review or revise any particular forward-looking statements made or incorporated by reference in this prospectus in light of future events, except as otherwise required by law. We caution investors not to rely unduly on any forward-looking statements.

The following important factors, and other important factors described elsewhere or incorporated by reference in this prospectus or in our other filings with the SEC, among others, could cause our results to differ from any results that we may project, forecast or estimate in any such forward-looking statements:

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PROSPECTUS SUMMARY

This brief summary highlights selected information from this prospectus. It may not contain all the information that is important to you. For a more complete understanding of this exchange offer, our company, and the new notes, we encourage you to read this entire prospectus carefully, including the risk factors and the other documents referred to in this prospectus.

This Exchange Offer

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The New Notes

The new notes have the same financial terms and covenants as the old notes, which are as follows:

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Risk Factors

You should read the section entitled “Risk Factors,” as well as the other cautionary statements throughout this prospectus, to ensure you understand the risks associated with tendering your old notes in exchange for new notes.

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AMVESCAP PLC

We are one of the world’s largest independent investment management groups, with $332.6 billion of assets under management at December 31, 2002. AMVESCAP PLC, which was incorporated in 1935 under the laws of England, is the holding company of the investment management group. Its principal offices are located at 30 Finsbury Square, London EC2A 1AG, United Kingdom, and its telephone number is 011-44-207-638-0731. We provide our clients with a broad array of domestic, foreign and global investment products, focused primarily on investment management. We have a significant presence in the institutional and retail segments of the investment management industry in North America, Europe and Asia.

We operate through various subsidiaries and divisions throughout the world. We are committed to managing assets regionally and believe that our local investment managers provide us with a competitive advantage. We have a team of approximately 780 investment professionals located around the world. In addition, we offer multiple investment styles for the various investment objectives and asset classes of the products we offer. Our products include equity, balanced, fixed income, money market and real estate investment portfolios. Approximately 50% of our assets under management as of December 31, 2002 were invested in equities, and approximately 50% were invested in fixed income and other securities.

We use several methods to distribute our products to retail and institutional clients in each of our markets. In North America, we offer load mutual funds, separate account management and “wrap” or managed accounts. Managed accounts offer individuals and smaller institutions comprehensive investment management services under a single-fee structure covering substantially all charges, including investment management, brokerage, custody, record keeping and reporting. Outside of North America, we offer unit trusts and other European and Asian mutual funds, as well as private account management for retail and institutional investors. Our retail and institutional clients are located in more than 100 countries.

Our business units work together to provide products and services to our clients. A variety of advisory and sub-advisory arrangements allow our business units to access specific areas of investment management expertise located elsewhere within our company. We believe that our ability to develop and distribute products across businesses via multiple delivery channels allows us to offer our clients a broader range of products and services than most of our competitors.

We have organized our operations with a view to maximizing the benefits of a local presence while exploiting the synergies of a global organization. Until December 31, 2002, we were organized into five operating groups. Effective January 1, 2003, we are organized into four operating groups:

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SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary selected consolidated financial information as of and for each of the years in the five-year period ended December 31, 2002. We derived the selected financial information as of and for each of the years in the five-year period ended December 31, 2002 from our audited consolidated financial statements. You should read the summary selected consolidated financial information together with the audited consolidated financial statements and related notes and the other financial information incorporated by reference in this prospectus.

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Reconciliation of operating profit to operating profit before goodwill amortization and exceptional items:

Reconciliation of earnings per share to earnings per share before goodwill amortization and exceptional items:

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Reconciliation of profit before taxation to U.K. GAAP EBITDA:

Reconciliation of U.K. GAAP EBITDA to U.S. GAAP EBITDA:

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RISK FACTORS

Before you tender your old notes, you should consider the following risk factors in addition to the other information included or incorporated by reference in this prospectus. Any of the following risks could harm our business and financial results and cause the value of the notes to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not presently known to us or that we presently deem immaterial also may harm our business and financial results.

Risks Related to the Notes and the Exchange Offer

If you fail to properly exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.

We will only issue new notes in exchange for old notes that you timely and properly tender. You should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “This Exchange Offer—Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

If you do not exchange your old notes for new notes in this exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

Because we anticipate that most holders of old notes will elect to participate in this exchange offer, we expect that the liquidity of the market for the old notes after completion of this exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the old notes not exchanged. Following this exchange offer, if you did not tender your old notes, you generally will not have any further registration rights, except in limited circumstances, and the old notes will continue to be subject to transfer restrictions.

If an active trading market does not develop for the new notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.

The new notes will be new securities for which no established trading market currently exists. We have applied to list the new notes on the Luxembourg Stock Exchange, but the new notes may not be approved for listing on that or any other exchange. Securities dealers who were the initial purchasers of the old notes have advised us that they intend to make a market in the new notes, but they are not obligated to do so and may discontinue market-making at any time without notice.

The liquidity of any market for the new notes will depend upon various factors, including:

As a result, an active trading market may not develop for the new notes. If no active trading market develops, you may not be able to resell your new notes at their fair market value or at all.

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Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

Finally, if a large number of holders of old notes do not tender old notes or tender old notes improperly, only a limited amount of new notes would be outstanding after we complete this exchange offer, which could adversely affect the development and viability of a market for the new notes.

Our substantial indebtedness could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

We have a significant amount of indebtedness. After giving effect to the sale of new notes, as of December 31, 2002, we would have had outstanding debt of $1.3 billion, a ratio of earnings to fixed charges of 2.56x and shareholders’ equity of $5.0 billion.

Our significant level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay when due the principal of, interest on and other amounts due in respect of the notes and our other indebtedness. We also may obtain additional long-term debt, which would increase the risks discussed below. Our substantial amount of debt could have important consequences for you. For example, it could:

Servicing our indebtedness requires a significant amount of cash. Our ability to generate cash depends on many factors, some of which are beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash in the future. Our ability to generate cash depends, in part, on general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds under our revolving credit facility in the future will depend on our continued compliance with financial covenants in the revolving credit facility and any amendments.

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We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to use in an amount sufficient to enable us to pay our indebtedness, including the notes. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance or amend the terms of any our indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow or refinance our indebtedness on commercially reasonable terms would have a material adverse effect on our financial condition, results of operations and ability to satisfy our obligations under the new notes.

Some of our other debt ranks ahead of the notes in right of repayment, and therefore, we may be unable to pay principal or interest on the notes when they become due.

The new notes and the guarantees of the new notes will be unsecured obligations. If we default, your right to payment under the new notes will be:

Although neither we nor the guarantors have any secured debt now, we or a guarantor may obtain secured debt in the future. If that occurs, the holders of our secured debt will have a prior claim on our assets that secure these holders’ secured debt. As a result, the holders of our secured debt will be paid before you receive any amounts due under the terms of the new notes and the guarantees of the new notes to the extent of the value of the assets securing their debt. In addition, if we or one of the guarantors are involved in any dissolution, liquidation or reorganization, you may not be able to recover any interest or principal you are due under the new notes.

If we or a guarantor becomes insolvent, the guarantee of the new notes could be held by a court to be unenforceable. If the guarantees were held to be unenforceable, you would have an unsecured claim against the equity of the guarantor by virtue of, and to the extent of, our equity ownership of the guarantor. However, you would be paid only after all of the other indebtedness and liabilities of the guarantor had been satisfied. See “—United States federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from the guarantors. As a result, the guarantees from our subsidiaries may not be enforceable.”

United States federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors. As a result, the guarantees from our subsidiaries may not be enforceable.

Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims in respect of a guarantee can be subordinated to all other debts of that guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

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The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer occurred. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the new notes and taking into account each guarantor’s right of contribution, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

Not all of our subsidiaries are guarantors.

We conduct almost all of our operations through our subsidiaries. Not all of our subsidiaries will guarantee the new notes. In effect, the new notes will be subordinate to all existing and future indebtedness of our subsidiaries that are not guarantors of the new notes. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of these subsidiaries’ indebtedness and their trade creditors generally will be entitled to payment of their claims from those subsidiaries’ assets before any assets are available for payment to you. As of December 31, 2002, our subsidiaries that are not guarantors had approximately $0.1 billion of debt.

Interest rate increases could adversely affect our earnings because a significant portion of our total debt is floating rate debt.

At December 31, 2002, we had approximately $240.0 million of floating rate debt under our revolving credit facility at a weighted average annual interest rate of 1.90%. Debt incurred in the future, under the revolving credit facility or otherwise, also may bear interest at floating rates. Therefore, increases in prevailing interest rates could increase our interest payment obligations, which would negatively impact our earnings. For example, based on the amount of our floating rate debt at December 31, 2002, a 100 basis point increase in interest rate would increase our annual interest expenses by approximately $2.4 million.

You may not be able to enforce obligations against us because we are incorporated in England.

Because we are incorporated in England, the laws of England may affect your ability, or the ability of the trustee under the indenture acting on your behalf, to enforce obligations against us. Although we do not presently know of any legal reasons why obligations could not be enforced against us, subject to all limitations arising from bankruptcy, insolvency, moratorium, liquidation, reorganization or other laws generally affecting the rights of creditors and general principles of equity, we cannot assure you that the statutes and common law of England and Wales will not change in a way that prohibits or makes difficult enforcement against us.

In addition, you or the trustee may have difficulty effecting service of process on us and our directors and officers who are not residents of the United States. It also may be problematic to enforce judgments of U.S. courts predicated upon civil liability provisions of the U.S. federal and state securities laws against us and our directors and officers who are not residents of the United States.

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Some holders who exchange old notes may be deemed to be underwriters.

If you exchange old notes in this exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

You are unlikely to be able to exercise effective remedies against our former independent public accountant in any legal action.

Although we have dismissed Arthur Andersen as our independent public accountant and engaged Ernst & Young LLP in 2002, Arthur Andersen audited our consolidated financial statements for the years ended December 31, 2001, 2000, 1999 and 1998. On August 31, 2002, Arthur Andersen ceased practicing before the SEC. Substantially all Arthur Andersen personnel have already left the firm, including the individuals responsible for auditing our audited consolidated financial statements for the fiscal years ended December 31, 2001 and 2000 incorporated by reference in this prospectus. For those reasons, you are unlikely to be able to exercise effective remedies or collect on a judgment against Arthur Andersen.

Risks Related to Our Company

Adverse changes in market conditions and investment performance could result in a reduction in the assets under our management and the shift of client investments toward lower fee accounts, which would reduce the investment management fees we earn and could cause the carrying value of goodwill and certain investment balances on the balance sheet to become impaired.

We derive substantially all of our revenues from investment management contracts with clients. Under these contracts, the investment management fee paid to us is typically based on the market value from time to time of assets under management. Accordingly, fluctuations in the prices of securities may have a material effect on our consolidated revenues and profitability.

Fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts and lower fees earned on fixed income and stable return accounts. Therefore, our revenues may decline if client investments shift to these lower fee accounts.

Investment management contracts are generally terminable upon 30 or fewer days’ notice. Mutual fund and unit trust investors may generally withdraw their funds at any time without prior notice. Institutional clients may elect to terminate their relationships with us or reduce the aggregate amount of assets under our management, and individual clients may elect to close their accounts or redeem their shares in our mutual funds or shift their funds to other types of accounts with different rate structures for any of a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. The loss of a significant number of our clients would adversely affect our revenues and profitability. Poor performance relative to other investment management firms tends to result in decreased sales, increased redemptions of fund shares, and the loss of private institutional or individual accounts, with corresponding decreased revenues to us. Failure of our funds to perform well could, therefore, have a material adverse effect on us.

The world economy experienced a marked slowdown in 2001 and 2002 that significantly and adversely affected stock prices generally. A continuation or worsening of the current economic slowdown, regardless of the causes, could continue to have an adverse impact on our investment management fees and results of operations, as well as our ability to raise capital and to continue to grow our business. Impairment reviews of the book values of goodwill and investments are performed annually. Should valuations be deemed to be impaired, a write down of the related asset would occur, adversely impacting our results of operations for the period.

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Our investment management professionals are a vital part of our ability to attract and retain clients, and the loss of a significant portion of those professionals could result in a reduction of our revenues and profitability.

Retaining key personnel is important to our ability to attract and retain clients and retail shareholder accounts. The market for investment management professionals is competitive and has grown more so in recent periods as the volatility of the markets has increased and the investment management industry has experienced growth. Our policy has been to provide our investment management professionals with compensation and benefits that we believe to be competitive with other leading investment management firms. However, there can be no assurance that we will be successful in retaining our key personnel, and the loss of a significant portion, either in quality or quantity, of our investment management personnel could reduce the attractiveness of our products to potential and current clients and could, therefore, have a material adverse effect on our revenues and profitability.

Competitive pressures may force us to reduce the fees we charge to clients, increase commissions paid to our financial intermediaries or provide more support to those intermediaries, all of which could reduce our profitability.

The investment management business is highly competitive, and we compete based on a variety of factors, including investment performance, the range of products offered, brand recognition, business reputation, financing strength, the strength and continuity of institutional management and producer relationships, quality of service, the level of fees charged for services and the level of compensation paid and distribution support offered to financial intermediaries.

We and our business units compete in every market in which we operate with a large number of investment management firms, commercial banks, investment banks, broker-dealers, insurance companies and other financial institutions. Some of these institutions have greater capital and other resources, and offer more comprehensive lines of products and services, than we do. The recent trend toward consolidation within the investment management industry has served to increase the strength of a number of our competitors. These strengthened competitors seek to expand their market share in many of the products and services we offer.

In addition, there are relatively few barriers to entry by new investment management firms, and the successful efforts of new entrants into our various lines of business around the world, including major banks, insurance companies and other financial institutions, has also resulted in increased competition. Finally, the independent financial intermediaries who distribute certain of our products also distribute numerous competing products, including products sponsored by the firms that employ those financial intermediaries.

We operate in a highly regulated industry, and any changes in the regulations governing our business could, for example, reduce the number and types of products we can offer or the management fees we can charge our clients, either of which would decrease our revenues and profitability.

As with all investment management companies, our operating groups are heavily regulated in almost all countries in which they conduct business. Laws and regulations applied at the national, state or provincial and local level generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities and the activities of our business units, including the power to limit or restrict business activities. Possible sanctions include the revocation of licenses to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel, and the imposition of fines and censures on our employees or us. It is also possible that laws and regulations governing our operations or particular investment products could be amended or interpreted in a manner that is adverse to us. To the extent that existing regulations are amended or future regulations are adopted that affect the sale, or increase the redemptions, of our products and services or the investment performance of our products, our aggregate assets under management and our revenues could be adversely affected.

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Technology and operating risks could adversely impact our operations.

We are dependent on the integrity of our technology, operating systems and premises. Although we have disaster recovery plans in place, we may experience system delays and interruptions as a result of natural disasters, power failures, acts of war, and third party failures, any one or all of which could negatively impact our operations.

Since a large part of our operations are denominated in U.S. dollars while our financial results are reported in U.K. pounds sterling, changes in the U.S. dollar to U.K. pounds sterling exchange rate may affect our reported financial results from one period to the next.

The majority of our net assets, revenues and expenses, as well as our assets under management, are presently derived from the United States, where the functional currency is the U.S. dollar, while our financial statements are reported in U.K. pounds sterling. As a result, fluctuations in the U.S. dollar to U.K. pounds sterling exchange rate may affect our reported financial results from one period to the next. We do not manage actively our exposure to such effects. Consequently, changes in the U.S. dollar to the U.K. pounds sterling exchange rate could have a material positive or negative impact on our reported financial results.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement into which we entered when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. The old notes that are surrendered in exchange for the new notes will be retired and canceled by us upon receipt and cannot be reissued. Accordingly, the issuance of the new notes under this exchange offer will not result in any change in our outstanding debt.

The net proceeds to us from the sale of the old notes on February 27, 2003 were approximately $345.7 million. We will use these net proceeds to repay outstanding indebtedness under our US $250 million aggregate principal amount of 6.375% senior notes due 2003 and our C$147.8 million aggregate principal amount of 6% equity subordinated debentures due 2003.

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CAPITALIZATION

The following table sets forth our actual historical consolidated capitalization as of December 31, 2002 and as adjusted to reflect the application of net proceeds from the issuance of the old notes and the exchange of all of the old notes for new notes pursuant to this exchange offer.

Because the old notes exchanged for new notes will be retired and canceled by us and cannot be reissued, our outstanding long term debt will not change whether none, some or all of the old notes are exchanged and new notes issued pursuant to the exchange offer. You should read this table in conjunction with our consolidated financial statements and the accompanying notes and the other financial information included or incorporated by reference in this prospectus. Except as described below, no material change has occurred in our total capitalization since December 31, 2002.