This document is prepared in accordance with The Collective Investment Schemes Sourcebook

Transcription

1 PROSPECTUS for RBS GLOBAL STRUCTURED INVESTMENTS An investment company with variable capital incorporated with limited liability and registered in England and Wales with registered number IC Valid as at 1 October 2014 This document is prepared in accordance with The Collective Investment Schemes Sourcebook RBS Asset Management (ACD) Limited, the Authorised Corporate Director of the Company, is the person responsible for the information contained in this Prospectus. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained herein does not contain any untrue or misleading statement or omit any matters required by The Collective Investment Schemes Sourcebook. RBS Asset Management (ACD) Limited accepts responsibility accordingly. DMS# v.2

2 IMPORTANT NOTES Page 1 GLOSSARY OF TERMS Page 1 Part 1 THE COMPANY Page 6 Part 2 THE SERVICE PROVIDERS Page 11 Part 3 THE INVESTMENT AND BORROWING POWERS AVAILABLE TO THE COMPANY Page 15 Part 4 VALUATIONS, PRICING & DEALING Page 37 Part 5 CHARGES AND EXPENSES Page 48 Part 6 DETERMINATION & DISTRIBUTION OF INCOME Page 52 Part 7 SHAREHOLDERS VOTING RIGHTS Page 53 Part 8 TERMINATION Page 55 Part 9 TAXATION Page 57 Part 10 GENERAL INFORMATION Page 62 Part 11 RISK WARNINGS Page 65 APPENDIX A Capital Protected Funds Page 67 Fund Specific Details Page 75 Part 1 - Non Limited Issue Funds Part 2 - Limited Issue Funds APPENDIX B Investment Funds Page 135 Fund Specific Details Page 145 Part 1 - Non Limited Issue Funds Part 2 - Limited Issue Funds About the indices we use Page 269 APPENDIX C Eligible Markets Page 271 APPENDIX D Past Performance of the Funds Page 272 APPENDIX E Other Schemes managed by the ACD Page 275 APPENDIX F Directors of the ACD Page 276 APPENDIX G Directory Page 277 DMS# v.2

3 IMPORTANT NOTES This Prospectus is based on information, law and practice at the date hereof. The Company cannot be bound by an out of date prospectus when it has issued a new prospectus, and investors should check with the ACD that this is the most recently published Prospectus. GLOSSARY OF TERMS ACD Act Administrator Approved Bank RBS Asset Management (ACD) Limited, the authorised corporate director of the Company. Financial Services & Markets Act 2000, as amended or re-enacted from time to time. Sanne Fiduciary Services Limited, the administrator and registrar of the Company, appointed by the ACD to carry out administrative and registration functions in relation to the Company. in relation to a bank account opened by the Company: (a) if the account is opened at a branch in the United Kingdom: (i) (ii) (iii) (iv) (v) the Bank of England; or the central bank of a member state of the OECD; or a bank; or a building society; or a bank which is supervised by the central bank or other banking regulator of a member state of the OECD; or (b) if the account is opened elsewhere: (i) (ii) (iii) a bank in (a); or a credit institution established in an EEA State other than in the United Kingdom and duly authorised by the relevant Home State Regulator; or a bank which is regulated in the Isle of Man or the Channel Islands; or a bank supervised by the South African Reserve Bank. Associate means in relation to a person, (a) an affiliated company of that person; (b) an appointed LON_LIB1\ \46 1

4 representative of the first person or of any affiliated company of the first person; and (c) any other person whose business or domestic relationship with the first person or its associate might reasonably be expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with third parties. Banking Consolidation Directive Business Day Class or Classes Company Cut Off Point Dealing Day The Council Directive of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions (No 2001/12/EC). as used in all parts of this Prospectus except Appendices A and B: a day on which the ACD is open for business. If the ACD is closed as a result of a holiday or for any other reason, or there is a holiday elsewhere or other reason which impedes business of the ACD, the ACD may decide that any Business Day shall not be construed as such. Please note that a different definition applies to this term when used in the context of Appendices A and B (as set out in the Defined Terms in each such Appendix). in relation to Shares, means (according to the context) all of the Shares related to a Fund or a particular class of Share related to a Fund. RBS Global Structured Investments. the point prior to which orders to buy, sell and switch Shares must be received by the Administrator in order for them to be actioned at the next Valuation Point and details of which may be set out for each Fund (if appropriate) in Appendix A or Appendix B, as applicable. a day on which dealings in Shares in a Fund may be carried out. Details of the Dealing Days for each Fund are set out in Appendix A or Appendix B, as applicable. The ACD may designate other days as Dealing Days at its discretion. Depositary Citibank International Plc, the depositary of the Company, appointed by the Company and the ACD to carry out the duties of depositary in relation to the Company. EEA Eligible Institution EU the European Economic Area as such members may change from time to time. one of certain eligible institutions as defined in the glossary of definitions to the FCA Handbook. the European Union as such members may change from time to time. LON_LIB1\ \46 2

5 FATCA the provisions, enacted in the US, commonly known as the Foreign Account Tax Compliance Act (as amended, consolidated or supplemented from time to time) including any regulations issued pursuant to it. FCA the Financial Conduct Authority or any other regulatory body or bodies which may assume its regulatory responsibilities from time to time. FCA Handbook FCA Regulations Fund Offer Period Instrument of Incorporation Investment Manager Launch Date Limited Issue Funds Limited Issue Limit Limited Issue Period the handbook of rules and guidance made by the FCA under the Act as amended from time to time. the rules contained in the Collective Investment Schemes Sourcebook, as amended from time to time (which may also be referred to as COLL ). a sub-fund of the Company (being part of the Scheme Property of the Company which is pooled separately) and to which specific assets and liabilities of the Company may be allocated and which is invested in accordance with the investment objective applicable to such a sub-fund. the initial offer period for a Fund during which Shares may be subscribed for pending investment on the Launch Date (and which may also be a Limited Issue Period), and which is set out for each Fund (where relevant) in Appendix A or Appendix B, as applicable. the instrument of incorporation of the Company, as amended from time to time, registered by the Company in accordance with the Open Ended Investment Companies Regulations 2001 and the FCA Regulations. RBS plc, the investment manager to the Company, appointed by the ACD to carry out investment management services for the Company. in respect of each Fund, the day on which Shares in that Fund are first issued and which is set out for each Fund in Appendix A or Appendix B, as applicable. Funds of the Company in respect of which the issue of Shares is limited by time or value or both and details of which are set out in Part 2 of Appendix A or Appendix B, as applicable. the maximum value of Limited Issue Shares which it is proposed to issue in the relevant Limited Issue Fund and which is set out in Part 2 of Appendix A or Appendix B, as applicable in relation to each Limited Issue Fund. the period in which Limited Issue Shares will be issued in the relevant Limited Issue Fund (subject always to LON_LIB1\ \46 3

6 the Limited Issue Limit) and which is set out in Part 2 of Appendix A or Appendix B, as applicable in respect of each Limited Issue Fund. Limited Issue Shares Member State Net Accumulation Shares Net Asset Value or NAV Net Income Shares Non-Limited Issue Funds Non-Limited Issue Shares the Open Ended Investment Companies Regulations 2001 Prospectus RBS plc Shares in a Limited Issue Fund. a member state of the EU and any other state which is within the EEA. Accumulation Shares which are net paying Shares and which are denominated in the base currency. the value of the Scheme Property of the Company (or of any Fund, as the context requires) less the liabilities of the Company (or of the Fund concerned) as calculated in accordance with the Instrument of Incorporation. Income Shares which are net paying Shares and which are denominated in the base currency. Funds of the Company, the issue of Shares in which is not limited and which are set out in Part 1 of Appendix A or Appendix B, as applicable. Shares in a Non-Limited Issue Fund. the Open-Ended Investment Companies Regulations 2001, as amended or re-enacted from time to time. the prospectus of the Company as amended from time to time. The Royal Bank of Scotland plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, with registration number Regulated Activities Order The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, as amended. Register Regulations Scheme Property SDRT Share or Shares the register of Shareholders of the Company. the Open Ended Investment Companies Regulations 2001 and the FCA Regulations, as amended from time to time. the property of the Company (or a Fund, as the context requires) to be given for safe-keeping to the Depositary in accordance with the FCA Regulations. stamp duty reserve tax. a share or shares in the Company or relevant Fund (including larger denomination shares and smaller denomination shares). LON_LIB1\ \46 4

7 Shareholder(s) Specified US Person UCITS Directive UCITS scheme US Person United States or US Valuation Point holder(s) of registered Shares in the Company. a Shareholder who falls within the definition of Specified U.S. Person for the purposes of FATCA. European Community Directive 1985/611 governing undertakings for Collective Investment in Transferable Securities (as amended). a scheme complying with the UCITS Directive as implemented in the United Kingdom by COLL 5. a person falling within the definition of the term US Person under Regulation S promulgated under the US Securities Act of 1933, as amended. The United States of America (including the States and the District of Columbia and the Commonwealth of Puerto Rico), its territories, possessions and all other areas subject to its jurisdiction. the point, on a Dealing Day, whether on a periodic basis or for a particular valuation, at which a valuation of the Scheme Property for the Company or a Fund (as the case may be) is carried out for the purpose of determining the price at which Shares of a Class may be issued, cancelled, sold or redeemed and details of which are set out for each Fund in Appendix A or Appendix B, as applicable. Other terms used in the Prospectus and not specifically defined have the same meaning as they bear in the Glossary to the FCA Handbook. LON_LIB1\ \46 5

8 Part 1: THE COMPANY 1.1 General RBS Global Structured Investments, described in this Prospectus, is an openended investment company with variable capital, incorporated in England and Wales under the Open Ended Investment Companies Regulations 2001, and is an umbrella company as defined in the Open Ended Investment Companies Regulations 2001 and a UCITS scheme for the purposes of the FCA Regulations. It is governed by the Open Ended Investment Companies Regulations 2001, the FCA Regulations and its Instrument of Incorporation. The registered number of the Company is IC and the Company was authorised on 8 December The Company qualifies as an Undertaking for Collective Investment in Transferable Securities ( UCITS ) within the meaning of the UCITS Directive. The Company is a collective investment scheme as defined in the Act. As an umbrella company, different Funds in the Company may be formed by the ACD, subject to the approval of the FCA. Each Fund would belong to the type of UCITS scheme if it were itself an investment company with variable capital in respect of which an authorisation order issued by the FCA were in force. The object of the Company is to invest the Scheme Property in transferable securities, money market instruments, derivatives and forward transactions, deposits, cash, near cash and units in collective investment schemes in accordance with the FCA Regulations applicable to the Company and each Fund, with the aim of spreading investment risk and giving its Shareholders the benefit of the results of the management of that Scheme Property. The Shareholders have no interest in the Scheme Property and are not liable for the debts of the Company. A Shareholder is not liable to make any further payment to the Company after he or she has paid the purchase price of Shares. The address of the head office of the Company is 135 Bishopsgate, London EC2M 3UR. This is also the address where notices, or other documents, can be served. The maximum share capital of the Company is 100 billion. The minimum share capital of the Company is 10,000. Shares in the Company have no par value. The share capital of the Company at all times equals the Net Asset Value of the Company. The base currency of the Company is pounds Sterling. The sole director of the Company is RBS Asset Management (ACD) Limited, which acts as the ACD. Shares in the Company have not been and will not be registered under the United States Securities Act of 1933, as amended. They may not be offered or sold in the United States or offered or sold to US persons as defined herein. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended. The ACD has not been registered under the United States Investment Managers Act of The Structure of the Company As explained above, the Company is a UCITS scheme for the purposes of the FCA Regulations and, under the Open Ended Investment Companies Regulations 2001, is structured as an umbrella company, in that it comprises various Funds, each of which is operated as a distinct fund with its own portfolio of investments and investment objectives. The assets of each Fund will be treated as separate from those of every LON_LIB1\ \46 6

9 other Fund and will be invested in accordance with the investment objective and investment policy applicable to that Fund and which is set out in Appendix A or Appendix B, as applicable. Each Fund has a specific portfolio to which that Fund s assets and liabilities are attributable. So far as the Shareholders are concerned, each Fund is treated as a separate entity. The Funds are segregated portfolios of assets and, accordingly, the assets of a Fund belong exclusively to that Fund and will not be used or made available to discharge (directly or indirectly) the liabilities of, or claims against, any other person or body, including the Company and any other Fund and will not be available for any such purpose. Subject to the above, each Fund will be charged with the liabilities, expenses, costs and charges of the Company attributable to that Fund. Any assets, liabilities, expenses, costs or charges not attributable to a particular Fund may be allocated by the ACD in a manner which is fair to the Shareholders of the Company generally, but they will normally be allocated to all Funds pro-rata to the value of the net assets of the relevant Funds. Currently the Company comprises 28 Funds: Fund Protected Investment Fund 1 UK Growth Notes This fund has matured and is in the process of being terminated Protected Investment Fund 2 UK Growth This fund has matured and is in the process of being terminated Protected Investment Fund 3 UK Growth This fund has matured and is in the process of being terminated Protected Investment Fund 4 China Growth This fund has matured and is in the process of being terminated Protected Investment Fund 5 China Growth This fund has matured and is in the process of being terminated Protected Investment Fund 6 RICI Enhanced SM Global Commodities This fund has matured and is in the process of being terminated Protected Investment Fund 7 UK Growth This fund has matured and is in the process of being terminated Protected Investment Fund 8 RICI Enhanced SM Global Commodities Investment Fund 4 European Defined Return Fund Investment Fund 5 European Accumulator This fund has matured and is in the process of being terminated Investment Fund 9 Transatlantic Accumulator This fund has matured and is in the process of being terminated LON_LIB1\ \46 7

10 Fund Investment Fund 10 Transatlantic Annual Accumulator Notes This fund has matured and is in the process of being terminated Investment Fund 11 Transatlantic Annual Accumulator This fund has matured and is in the process of being terminated Investment Fund 12 Transatlantic Defensive Growth Investment Fund 13 UK & China Defensive Accumulator This fund has matured and is in the process of being terminated Investment Fund 14 Transatlantic Accumulator This fund has matured and is in the process of being terminated Investment Fund 15 Transatlantic Accumulator This fund has matured and is in the process of being terminated Investment Fund 16 Transatlantic Accumulator This fund has matured and is in the process of being terminated Investment Fund 17 UK & Germany Accumulator This fund has matured and is in the process of being terminated Investment Fund 18 Transatlantic Accumulator Investment Fund 19 Transatlantic Accumulator 1.3 Offer of Shares Prior to the Launch Date of each Fund there may be an Offer Period during which time Shareholders applications will be processed. Details of the Offer Period, if any, for a Fund are set out in Appendix A or Appendix B, as applicable. Shareholders in the Limited Issue Funds may only subscribe for Shares in the relevant Offer Period (which for Limited Issue Funds is known as the Limited Issue Period) - details for each Limited Issue Fund are set out in Part 2 of Appendix A or Appendix B, as applicable. Shares in Non-Limited Issue Funds may be bought (and sold) at any Valuation Point. 1.4 Investment Objectives and Policies of the Funds The investment objective and policy for each Fund is set out in Appendix A or Appendix B, as applicable. This includes a description of the proposed use of derivatives where applicable. Full details of the use of derivatives (where applicable) are available on request. 1.5 Launch Date Details of how each Fund will operate following the Launch Date are set out in Appendix A or Appendix B, as applicable. LON_LIB1\ \46 8

11 1.6 Maturity of the Funds Details of the procedures in place in respect of the maturity of a Fund, where relevant, are set out in Appendix A or Appendix B, as applicable. 1.7 Shares Classes of Share within the Funds Several Classes of Share may be issued in respect of each Fund of the Company, current details of which are set out in Appendix A or Appendix B, as applicable. The ACD may make available within each Class Net Income Shares and Net Accumulation Shares. A Net Accumulation Share is one in respect of which income (net of any tax deducted or accounted for by the Company) is credited periodically to capital within the relevant Fund. A Net Income Share is one where income is distributed periodically to Shareholders, in accordance with relevant tax law, net of any tax deducted or accounted for by the Company. Holders of Net Accumulation Shares are not entitled to be paid the income attributable to such Shares, but that income is automatically transferred to (and retained as part of) the capital assets of the relevant Fund at the end of the relevant distribution period and is reflected in the price of an Accumulation Share. Holders of Net Income Shares are entitled to be paid the income attributed to such Shares of the appropriate Class on the interim and annual income allocation dates applying to the relevant Fund. Where a Fund has different Classes, each Class may attract different charges and expenses and so monies may be deducted from Classes in unequal proportions. In these circumstances the proportionate interests of the Classes within a Fund will be adjusted accordingly in accordance with the terms of issue of Shares of those Classes. Also, each Class may have its own investment minima or other features, such as (in the case of the second or further Class of Shares in a Fund) restricted access at the discretion of the ACD, as shown in Appendix A or Appendix B, as applicable. Shares in Non Limited Issue Funds are available for purchase on each Dealing Day at the price calculated at the Valuation Point. Limited Issue Shares are only available during the Limited Issue Period of the relevant Limited Issue Fund. The issue of Limited Issue Shares may be limited by time (Limited Issue Period) or in respect of the value of Limited Issue Shares issued (Limited Issue Limit), or both. Where a Limited Issue Fund reaches its Limited Issue Limit prior to the end of the Limited Issue Period, the issue of Limited Issue Shares will cease. Details of the Limited Issue Periods and Limited Issue Limits for each Limited Issue Fund are set out in Part 2 of Appendix A or Appendix B, as applicable. The ACD may issue further Limited Issue Shares in a Limited Issue Fund if it is satisfied on reasonable grounds that the proceeds of the subsequent issue can be invested without compromising the relevant Limited Issue Fund s objective or materially prejudicing existing Shareholders. Non Limited Issue Shares are available for purchase at each Valuation Point during the life of the relevant Fund. LON_LIB1\ \46 9

12 1.7.2 Minimum Investment Levels The relevant investment minima for each Fund are set out in Appendix A or Appendix B, as applicable. In the case of Limited Issue Funds, initial and subsequent investments can only be made in the Limited Issue Period of the relevant Limited Issue Fund. The ACD reserves the right to impose a maximum limit on the amount of Limited Issue Shares in a Limited Issue Fund that a Shareholder may hold. No regular savings plan is available in respect of Limited Issue Funds. Unless the ACD agrees otherwise, regular investments can only be used to buy Shares in the Non-Limited Issue Funds. The minimum initial and subsequent regular savings amounts in respect of Non-Limited Issue Shares are set out in Part 1 of Appendix A or Appendix B, as applicable. The ACD has the discretion to waive any minimum or maximum amounts at any time The Characteristics of Shares in the Company Details of each Class and the rights attached to each Class in so far as they vary from the rights attached to other Classes are set out in Appendix A or Appendix B, as applicable. Shareholders are entitled (subject to certain restrictions) to switch all or part of their Shares in a Class or a Fund for Shares in another Class within the same Fund or for Shares of the same or another Class within a different Fund. A switch into a Limited Issue Fund will only be permitted in the Limited Issue Period and to the extent that the Limited Issue Limit has not been reached. Details of this switching facility and the restrictions are in section Register of Shareholders All Shares are in registered form. The title to the Shares is evidenced by entry on the Register. Certificates are not issued to Shareholders. Details of a Shareholder s entry on the Register are available from the Administrator on request. LON_LIB1\ \46 10

13 Part 2: THE SERVICE PROVIDERS 2.1 The Authorised Corporate Director The authorised corporate director is RBS Asset Management (ACD) Limited, whose registered and head office is at 135 Bishopsgate, London EC2M 3UR. The ACD is a private limited company, having an issued share capital of 1million, all of which is fully paid up. The Company was incorporated under the laws of England and Wales on 18 July 2005 with limited liability. The ultimate holding company of the ACD is The Royal Bank of Scotland Group plc which was incorporated in Scotland with limited liability and whose shares are listed on the London Stock Exchange. The ACD is responsible for managing the affairs of the Company and carrying out the operation of its activities on a day to day basis in compliance with the FCA Regulations. The main business activity of the ACD is acting as an FCA authorised UCITS management company. The ACD may delegate its management and administration functions to third parties (including associates) subject to the rules contained in the FCA Regulations and it has delegated investment management to RBS plc and administration and registration to Sanne Fiduciary Services Limited. The Directors of the ACD are listed in Appendix F. Terms of Appointment The ACD was appointed by an agreement dated 21 August 2007 and made between the ACD and the Company (the ACD Agreement ). The ACD Agreement provides that the appointment of the ACD may be terminated at any time by a party giving not less than 90 days prior written notice. In certain circumstances the ACD Agreement may be terminated forthwith by notice in writing by the ACD to the Company or the Depositary, or by the Company to the ACD. Termination cannot take effect until a successor authorised corporate director has been appointed. The ACD is entitled to its pro-rata fees and expenses to the date of termination and any additional expenses necessarily realised in settling or realising any outstanding obligations. No compensation for loss of office is provided for in the ACD Agreement. The ACD Agreement provides indemnities to the ACD other than for matters arising by reason of its fraud, negligence or wilful default in the performance of its duties and obligations or it is a liability which has actually been recovered from another person other than the ACD s insurers. 2.2 The Depositary The Depositary is Citibank International Plc. The Depositary is incorporated in England as a public limited company. Its head office and its registered office are at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. The principal business activity of the Depositary is acting as trustee and depositary of collective investment schemes. It is a company limited by shares authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and incorporated in England and Wales on 21 December 1972 with registered number The ultimate holding company of the Depositary is Citigroup Inc, incorporated in New York, US. LON_LIB1\ \46 11

14 Terms of Appointment The Depositary was appointed by an agreement dated 21 August 2007 and made between the Company, the ACD and the Depositary (the Depositary Agreement ). The Depositary is responsible for the safekeeping of all of the Scheme Property. The Depositary has a duty to take reasonable care to ensure that the Company is managed in accordance with the FCA Regulations relating to the pricing of, and dealing in, Shares and income of the Funds. The Depositary has delegated the custody of the Scheme Property to Citibank N.A. The Depositary Agreement provides that appointment of the Depositary may be terminated by either party on not less than 90 day s prior written notice to the other party. Termination cannot take effect until a successor depositary has been appointed. The Depositary Agreement provides an indemnity from the Company in favour of the Depositary against the liabilities incurred by the Depositary in the proper performance of its duties and responsibilities in accordance with the terms of the Depositary Agreement, except in the failure of the Depositary or its Associates to exercise due care and diligence in the discharge of its functions in respect of the Company or arising out of the event of its negligence, fraud or wilful default and to the extent that it has already been recovered by the Depositary. The fees to which the Depositary is entitled are set out in Part The Investment Manager The Investment Manager is RBS plc whose registered office is at 36 St. Andrew Square, Edinburgh EH2 2YB. Its business address is 250 Bishopsgate, London EC2M 4AA. The Investment Manager is appointed by the ACD to provide investment management and advisory services to the ACD or the Company (as appropriate). The Investment Manager may also appoint the consultants to provide it with services in relation to the Company. The principal activity of the Investment Manager is the provision of general banking and financial services, including the provision of discretionary investment management services and the giving of investment advice. The Investment Manager is in the same group of companies as the ACD. Terms of Appointment The Investment Manager was appointed by an agreement dated 21 August 2007 and made between the ACD and the Investment Manager (the Investment Management Agreement ). Under the terms of the Investment Management Agreement, the Investment Manager s main duties are to give its best advice about the management, purchase, sale or retention of investments for each of the Funds and keep the investments of each of the Funds under constant review. Although the ACD retains responsibility for the selection of investments for the Company, the Investment Manager is permitted to make investment decisions for the ACD on a day to day basis. However, the Investment Manager must give such advice and make such investment decisions as are consistent with the investment objective of each Fund, the terms of the Instrument of Incorporation, the Prospectus and the Regulations. The Investment Management Agreement provides that the appointment of the Investment Manager may be terminated by either party on not less than 90 days prior written notice to the other party. The ACD may also terminate the Agreement with immediate effect when this is in the interests of Shareholders. The Investment Management Agreement provides indemnities to the Investment Manager other than for matters arising by reason of its fraud, negligence or wilful LON_LIB1\ \46 12

15 default in the performance of its duties or obligations or it is a liability which has actually been recovered from another person other than the Investment Managers insurers. The fees to which the Investment Manager is entitled are payable by the ACD. 2.4 The Administrator The ACD has appointed Sanne Fiduciary Services Limited at the request of the Company to assist it in the functions of administrator and registrar to the Company. The registered office of the Administrator is 13 Castle Street, St Helier, Jersey, JE4 SUT. The main functions of the Administrator are to calculate the Net Asset Value of each Fund and the price of the Shares at each Valuation Point and to produce the annual and half-yearly accounts of the Company. The Administrator is responsible for maintenance of the Register which may be inspected in the United Kingdom during normal business hours by any Shareholder or any Shareholder s duly authorised agent at 13 Castle Street, St Helier, Jersey, JE4 SUT. Terms of Appointment The Administrator was appointed with effect from 1 September 2014 by an agreement dated 2 September 2014 and made between the Administrator, the Company and the ACD (the Administration Agreement ). The Administrator will carry out its duties under the Administration Agreement with all reasonable care and skill. The Administration Agreement provides that the appointment of the Administrator may be terminated amongst other things by either party on not less than three months prior written notice to the other party. The ACD may also terminate the Administration Agreement with immediate effect when this is in the interests of shareholders. The Administration Agreement provides indemnities to the Administrator other than for matters arising by reason of the fraud, negligence or wilful default of the Administrator. The fees to which the Administrator is entitled are set out in Part The Auditors The auditors to the Company are KPMG Audit Plc of 8 Salisbury Square, London EC4Y 8BB. 2.6 Conflicts of Interest ACD The ACD may, from time to time, act as authorised corporate director or manager to other companies or funds which follow similar investment objectives to those of the Funds. Investment Manager RBS plc is in the same group of companies as the ACD and may carry out a number of roles in relation to the Company. LON_LIB1\ \46 13

16 As well as acting as Investment Manager, RBS plc also acts as counterparty to certain derivatives transactions entered into by the Funds and may charge a spread in relation to the same. RBS plc as the counterparty may also have an interest in financial instruments of the type described in this Prospectus. Such interest may include dealing, trading, holding, acting as market-makers in such instruments and may include providing banking, credit and other financial services to any financial instrument referred to herein. In addition, RBS plc may also act as: manager of other regulated collective investment schemes in which the Funds invest; distributor of Shares in the Funds; calculation agent in respect of certain derivatives which may be entered into by the Funds; collateral provider in relation to any collateral which is required to be posted in respect of such transactions in accordance with the FCA Regulations to reduce counterparty exposure; and the valuation agent in relation to any collateral which is required to be posted in respect of certain derivatives which many be entered into by the Funds and the party responsible for the calculation of the exposure of the Funds to itself and other counterparties of such derivatives transactions for the purposes of assisting the ACD in ensuring compliance with the limitations as set out in the FCA Regulations. RBS plc may, from time to time, carry out these functions for other companies or funds which follow similar investment objectives to the Funds. Depositary The Depositary may, from time to time, act as the depositary of other companies or funds. Administrator The Administrator may, from time to time, act as the administrator of other companies or funds. It is therefore possible that the ACD, RBS plc, the Depositary and the Administrator may in the course of their business have potential conflicts of interest with the Company or a particular Fund, between their various roles, or between the Company and the other funds managed by the ACD. Each of the ACD, RBS plc, the Depositary and the Administrator will, however, have regard in such event to its obligations under the relevant agreement by which it is appointed and, in particular, to its obligation to act in the best interests of the Company so far as practicable, having regard to its obligations to other clients when undertaking any activity where potential conflicts of interest may arise. Where a conflict of interest cannot be avoided, the ACD and RBS plc will ensure that the Company and other collective investment schemes it manages are fairly treated. The ACD acknowledges that there may be some situations where the organisational or administrative arrangements in place for the management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the Company or its shareholders will be prevented. Should any such situations arise the ACD will disclose these to shareholders in an appropriate format. LON_LIB1\ \46 14

17 Part 3: THE INVESTMENT AND BORROWING POWERS AVAILABLE TO THE COMPANY 3.1 General rules of investment The Scheme Property of each Fund will be invested with the aim of achieving the investment objective of that Fund (as set out in Appendix A or Appendix B, as applicable) but subject to the limits set out in Chapter 5 of the COLL Sourcebook ( COLL 5 ) and this Prospectus. These limits apply to each Fund as summarised below. 3.2 Prudent spread of risk The ACD must ensure that, taking account of the investment objectives and policy of each Fund, the Scheme Property of each Fund aims to provide a prudent spread of risk. 3.3 Cover (a) (b) Where the COLL Sourcebook allow a transaction to be entered into or an investment to be retained only (for example, investment in warrants and nil and partly paid securities and the general power to accept or underwrite) if possible obligations arising out of the investment transactions or out of the retention would not cause any breach of any limits in COLL 5, it must be assumed that the maximum possible liability of the Fund under any other of those rules has also to be provided for. Where a rule in the COLL Sourcebook permits an investment transaction to be entered into or an investment to be retained only if that investment transaction, or the retention, or other similar transactions, are covered: (i) (ii) it must be assumed that in applying any of those rules, the Fund must also simultaneously satisfy any other obligation relating to cover; and no element of cover must be used more than once. 3.4 Transferable Securities (a) (b) (c) (d) A transferable security is an investment falling within article 76 (Shares etc), article 77 (instruments creating or acknowledging indebtedness), article 77A (an alternative debenture), article 78 (government and public securities), article 79 (instruments giving entitlement to investments) and article 80 (certificates representing certain securities) of the Regulated Activities Order. An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party. In applying paragraph 3.4(b) above to an investment which is issued by a body corporate, and which is an investment falling within articles 76 (shares, etc), 77 (instruments creating or acknowledging indebtedness) or article 77A (an alternative debenture) of the Regulated Activities Order, the need for any consent on the part of the body corporate or any members or debenture holders of it may be ignored. An investment is not a transferable security unless the liability of the holder of it to contribute to the debts of the issuer is limited to any amount for the time being unpaid by the holder of it in respect of the investment. LON_LIB1\ \46 15

18 (e) A Fund may invest in a transferable security only to the extent that the transferable security fulfils the following criteria: (i) (ii) (iii) the potential loss which the Fund may incur with respect to holding the transferable security is limited to the amount paid for it; its liquidity does not compromise the ability of the ACD to comply with its obligation to redeem units at the request of any qualifying Shareholder under the FCA Rules; reliable valuation is available for it as follows: in the case of a transferable security admitted to or dealt in on an eligible market, where there are accurate, reliable and regular prices which are either market prices or prices made available by valuation systems independent from issuers; in the case of a transferable security not admitted to or dealt in on an eligible market, where there is a valuation on a periodic basis which is derived from information from the issuer of the transferable security or from competent investment research; (iv) appropriate information is available for it as follows: in the case of a transferable security admitted to or dealt in on an eligible market, where there is regular, accurate and comprehensive information available to the market on the transferable security or, where relevant, on the portfolio of the transferable security; in the case of a transferable security not admitted to or dealt in on an eligible market, where there is regular and accurate information available to the ACD on the transferable security or, where relevant, on the portfolio of the transferable security; (v) (vi) it is negotiable; and its risks are adequately captured by the risk management process of the ACD. (f) Unless there is information available to the ACD that would lead to a different determination, a transferable security which is admitted to or dealt in on an eligible market shall be presumed: (i) (ii) not to compromise the ability of the ACD to comply with its obligation to redeem units at the request of any qualifying Shareholder; and to be negotiable. (g) No more than 5% of the Scheme Property of a Fund may be invested in warrants. 3.5 Closed end funds constituting transferable securities (a) A unit in a closed end fund shall be taken to be a transferable security for the purposes of investment by a Fund, provided it fulfils the criteria for transferable securities set out in 3.4(e) and either: LON_LIB1\ \46 16

19 (i) where the closed end fund is constituted as an investment company or a unit trust: it is subject to corporate governance mechanisms applied to companies; and where another person carries out asset management activity on its behalf, that person is subject to national regulation for the purpose of investor protection; or (ii) where the closed end fund is constituted under the law of contract: it is subject to corporate governance mechanisms equivalent to those applied to companies; and it is managed by a person who is subject to national regulation for the purpose of investor protection. 3.6 Transferable securities linked to other assets (a) A Fund may invest in any other investment which shall be taken to be a transferable security for the purposes of investment by a Fund provided the investment: (i) (ii) fulfils the criteria for transferable securities set out above; and is backed by or linked to the performance of other assets, which may differ from those in which a Fund can invest. (b) Where an investment in 3.6(a) contains an embedded derivative component, the requirements of this section with respect to derivatives and forwards will apply to that component. 3.7 Approved money-market instruments (a) An approved money-market instrument is a money-market instrument which is normally dealt in on the money market, is liquid and has a value which can be accurately determined at any time. (b) A money-market instrument shall be regarded as normally dealt in on the money market if it: (i) (ii) (iii) (iv) has a maturity at issuance of up to and including 397 days; has a residual maturity of up to and including 397 days; undergoes regular yield adjustments in line with money market conditions at least every 397 days; or has a risk profile, including credit and interest rate risks, corresponding to that of an instrument which has a maturity as set out in 3.7(b)(i) or 3.7(b)(ii) or is subject to yield adjustments as set out in 3.7(b)(iii). (c) A money-market instrument shall be regarded as liquid if it can be sold at limited cost in an adequately short time frame, taking into account the obligation of the ACD to redeem units at the request of any qualifying Shareholder. LON_LIB1\ \46 17

20 (d) A money-market instrument shall be regarded as having a value which can be accurately determined at any time if accurate and reliable valuations systems, which fulfil the following criteria, are available: (i) (ii) enabling the ACD to calculate a net asset value in accordance with the value at which the instrument held in the portfolio could be exchanged between knowledgeable willing parties in an arm's length transaction; and based either on market data or on valuation models including systems based on amortised costs. (e) A money-market instrument that is normally dealt in on the money market and is admitted to or dealt in on an eligible market shall be presumed to be liquid and have a value which can be accurately determined at any time unless there is information available to the ACD that would lead to a different determination. 3.8 Transferable securities and money-market instruments generally to be admitted or dealt in on an eligible market (a) Transferable securities and approved money-market instruments held within a Fund must be: (i) (ii) (iii) (iv) admitted to or dealt on an eligible market (as described in 3.9(c)(i) or 3.9(c)(ii)); or dealt on an eligible market (as described in 3.9(d)); or for an approved money-market instrument not admitted to or dealt in on an eligible market, within 3.11(a); or recently issued transferable securities provided that: the terms of issue include an undertaking that application will be made to be admitted to an eligible market; and such admission is secured within a year of issue. (b) However, a Fund may invest no more than 10% of the Scheme Property in transferable securities and approved money-market instruments other than those referred to in 3.8(a). 3.9 Eligible markets regime: purpose (a) (b) (c) To protect investors the markets on which investments of a Fund are dealt in or traded on should be of an adequate quality ( eligible ) at the time of acquisition of the investment and until it is sold. Where a market ceases to be eligible, investments on that market cease to be approved securities. The 10% restriction in 3.8 above on investing in non approved securities applies and exceeding this limit because a market ceases to be eligible will generally be regarded as an inadvertent breach. A market is eligible for the purposes of the rules if it is: (i) (ii) a regulated market as defined in the FCA Regulations; or a market in an EEA State which is regulated, operates regularly and is open to the public. LON_LIB1\ \46 18

21 (d) A market not falling within paragraph 3.9(c) above is eligible for the purposes of COLL 5 if: (i) (ii) (iii) the ACD, after consultation and notification with the Depositary, decides that market is appropriate for investment of, or dealing in, the Scheme Property of a Fund; the market is included in a list in the Prospectus; and the Depositary has taken reasonable care to determine that: adequate custody arrangements can be provided for the investment dealt in on that market; and all reasonable steps have been taken by the ACD in deciding whether that market is eligible. (e) In paragraph 3.9(d)(i), a market must not be considered appropriate unless it is regulated, operates regularly, is recognised by an overseas regulator, is open to the public, is adequately liquid and has adequate arrangements for unimpeded transmission of income and capital to or to the order of investors. The eligible securities and derivatives markets for each Fund are set out in Appendix C UCITS schemes - general (a) Subject to the investment objective and policy of a Fund, the Scheme Property of a Fund must, except where otherwise provided in COLL 5, only consist of any or all of: (i) (ii) (iii) (iv) (v) (vi) transferable securities; approved money-market instruments; permitted derivatives and forward transactions; permitted deposits; permitted units in collective investments schemes; and moveable and immoveable property that is essential for the direct pursuit of the Company s business in accordance with COLL 5. (b) (c) (d) (e) Transferable securities and approved money-market instruments held within a Fund must (subject to paragraphs 3.10(c) and 3.10(d) below) be admitted to or dealt on an eligible market as described in 3.8 and 3.9 above. Not more than 10% in value of the Scheme Property of a Fund is to consist of transferable securities, which are not approved securities. Not more than 10% in the value of the Scheme Property of a Fund is to consist of approved money-market instruments which do not fall within paragraph 3.11 below. The requirements on spread of investments generally and in relation to investment in government and public securities do not apply until the expiry of a period of six months after the date of effect of the authorisation order in respect of the relevant Fund (or on which the initial offer commenced if later) LON_LIB1\ \46 19

22 provided that the requirement to maintain prudent spread of risk in paragraph 3.2 above is complied with Money-market instruments with a regulated issuer (a) In addition to instruments admitted to or dealt in on an eligible market, a Fund may invest in an approved money-market instrument provided it fulfils the following requirements: (i) (ii) the issue or the issuer is regulated for the purpose of protecting investors and savings; and the instrument is issued or guaranteed in accordance with paragraph 3.12 below. (b) The issue or the issuer of a money-market instrument, other than one dealt in on an eligible market, shall be regarded as regulated for the purpose of protecting investors and savings if: (i) (ii) (iii) the instrument is an approved money-market instrument; appropriate information is available for the instrument (including information which allows an appropriate assessment of the credit risks related to investment in it), in accordance with paragraph 3.13 below; and the instrument is freely transferable Issuers and guarantors of money-market instruments (a) A Fund may invest in an approved money-market instrument if it is: (i) issued or guaranteed by any one of the following: (aa) (bb) (cc) (dd) (ee) (ff) a central authority of an EEA State or, if the EEA State is a federal state, one of the members making up the federation; a regional or local authority of an EEA State; the European Central Bank or a central bank of an EEA State; the European Union or the European Investment Bank; a non-eea State or, in the case of a federal state, one of the members making up the federation; a public international body to which one or more EEA States belong; or (ii) (iii) issued by a body, any securities of which are dealt in on an eligible market; or issued or guaranteed by an establishment which is: (aa) subject to prudential supervision in accordance with criteria defined by European Community law; or LON_LIB1\ \46 20