Integrating Ignis Funds into the Standard Life Investments Group: our merger proposals
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- Rosalind Blake
- 9 years ago
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1 Integrating Ignis Funds into the Standard Life Investments Group: our merger proposals 11 September 2015 This document is important and requires your immediate attention. If you are in any doubt as to any aspect of this document or the action to be taken you should consult your financial adviser.
2 In this document, unless the context requires otherwise, the terms in bold italics shall have the meaning set out in the Glossary in Appendix 7. References to we, us or our are to Standard Life Investments (Mutual Funds) Limited. Proposal to merge: Authorised Unit Trust OEIC Sub-Fund Standard Life Investments Ignis American Growth Fund into American Equity Unconstrained Fund Standard Life Investments Ignis Balanced Growth Fund into UK Equity High Alpha Fund Standard Life Investments Ignis Corporate Bond Fund into Corporate Bond Fund Standard Life Investments Ignis European Growth Fund into European Equity Growth Fund Standard Life Investments Ignis European Smaller Companies Fund into Europe ex UK Smaller Companies Fund Standard Life Investments Ignis Global Growth Fund into Global Equity Unconstrained Fund Standard Life Investments Ignis High Income Bond Fund into Higher Income Fund Standard Life Investments Ignis Managed Portfolio Fund into MyFolio Managed IV Fund Standard Life Investments Ignis Pacific Growth Fund into Asian Pacific Growth Fund Standard Life Investments Ignis Smaller Companies Fund into UK Smaller Companies Fund Standard Life Investments Ignis UK Equity Income Fund into UK Equity High Income Fund You have received this document because you are a Unitholder in one or more of the authorised unit trusts listed above (each a Trust and together the Trusts ) and we want to inform you of our proposals to merge these Trusts with the OEIC sub-funds listed above. For our proposals to take effect an Extraordinary Resolution must be passed at a Meeting of your Trust. A Notice of Meeting of Unitholders in each of the above Trusts is set out in Appendix 6. You are requested to complete every Proxy Form sent to you with this document and to send it, or them, in the enclosed pre-paid envelope as soon as possible and in any event so that it (or they) arrives not later than 48 hours before the time of the Meeting of Unitholders of your Trust. The references to your Trust throughout this document are to the Trust in which you are a Unitholder. If you are a Unitholder in more than one of the Trusts listed above then you will have received with this document a separate Proxy Form for each Trust in which you are a Unitholder. If that is the case, it is important that you read this document carefully in relation to each of those Trusts in which you are a Unitholder. This is because there are differences in the way the proposals affect each of the Trusts.
3 CONTENTS PAGE Reasons for the Merger Proposals 4 Our Merger Proposals 4 Costs 5 Other Considerations Income Mandates and Other Instructions Tax Other Consents 5 Dealing Dates 6 Other Key Dates 7 Action You Need to Take 8 Results of the Meeting of your Trust 9 Any Questions 9 Appendices 10 Appendix 1: Destination Table 11 Appendix 2: The Scheme 13 Appendix 3: Consents and Clearances 21 Appendix 4 22 o Part 1: Comparison of an authorised unit trust and an OEIC o Part 2: Comparison of your Trust and your Receiving Fund Standard Life Investments Ignis American Growth Fund Standard Life Investments Ignis Balanced Growth Fund Standard Life Investments Ignis Corporate Bond Fund Standard Life Investments Ignis European Growth Fund Standard Life Investments Ignis European Smaller Companies Fund Standard Life Investments Ignis Global Growth Fund Standard Life Investments Ignis High Income Bond Fund Standard Life Investments Ignis Managed Portfolio Fund Standard Life Investments Ignis Pacific Growth Fund Standard Life Investments Ignis Smaller Companies Fund Standard Life Investments Ignis UK Equity Income Fund o Part 3: Performance Data Appendix 5: Procedure for the Meetings 70 Appendix 6: Notices of Meetings 72 Appendix 7: Glossary 84
4 Reasons for the Merger Proposals You will be aware that Ignis Asset Management Limited was acquired by Standard Life Investment (Holdings) Limited on 1 July In July this year, we took over the operation of the Ignis Funds and since then we have been looking at the best way of more fully integrating the Ignis Funds into our range of OEICs. We have identified that there are a number of overlaps between some of the Ignis Funds and some of the funds within the Standard Life Investments Fund Range; in particular, a number of funds in the Standard Life Investments Fund Range pursue a similar investment strategy to the Trusts. We want to generate certain efficiencies in the management of our products, such as our funds, which will benefit our investors. In general, funds (such as your Trust and the Receiving Funds) have a proportion of fixed costs which the funds have to pay regardless of size. Typically, the larger the fund the greater the economies of scale. We have been advised that the single largest investor in the majority of the Ignis Funds intends, over the shorter term, to redeem its holdings in these funds. This will mean that many of the Ignis Funds would, in the absence of any re-structuring, be small in comparison to many of the existing funds within the Standard Life Investments Fund Range and we would expect that, over time, the costs of running these funds on a stand-alone basis would increase. We have identified that there should be a cost benefit over time to unitholders by combining the Trusts with the Receiving Funds. We refer to this combination of the funds as our Merger Proposals. We anticipate that in most cases the overall costs of running the Receiving Funds will be proportionately lower after the mergers; this is because in all cases other than the Standard Life Investments Ignis Corporate Bond Fund and the Standard Life Investments Ignis European Smaller Companies Fund, the Trusts will be merged into existing Receiving Funds and the mergers will enlarge the shareholder base and increase the fund assets. We also believe that the merger of your Trust with your Receiving Fund will result in more efficient portfolio management and operations over time. Also, by merging your Trust with your Receiving Fund we can reduce the overall number of funds within our range. A reduction in the number of our overall funds and being able to operate the funds in the Standard Life Investments Fund Range on the same operational platform, with a single custodian, fund administrator and accountant will, we anticipate, result in further efficiencies. Most of the funds in the Standard Life Investments Fund Range are sub-funds of OEICs. The majority of the Ignis Funds are authorised unit trusts. OEICs are in many ways similar to unit trusts. They provide essentially the same level of investor protection and the same tax benefits as unit trusts (including all the tax benefits if you invest through an ISA). However, we believe that OEICs have a more modern structure and are generally more flexible than unit trusts. A general comparison of the main features of OEICs and unit trusts is contained in Appendix 4. A more specific comparison of the Receiving Funds and the Trusts is set out in Appendix 4. It is important that you consider Appendix 4 in detail. This is because the comparison highlights some significant differences between the Receiving Funds and the Trusts. For example, there are differences in the investment objectives and policies, the income distribution dates, the types of share in issue, charges (including the level of the OCF) and for some, their use of derivatives and their investment and borrowing powers. In particular, there are material differences in the way that the Standard Life Investments Ignis High Income Bond Fund, Standard Life Investments Ignis Managed Portfolio Fund and the Standard Life Investments Ignis Smaller Companies Fund are currently managed relative to the way in which the corresponding Receiving Fund is managed. Our Merger Proposals Our proposals in relation to each Trust require the Unitholders in that Trust to pass an Extraordinary Resolution. (See Action you Need to Take below.) If, in respect of your Trust, the merger is approved the Scheme (which is a legal document that we have prepared in accordance with the FCA Rules and which sets out the terms on which the transfer of the scheme property of your Trust to 4
5 your Receiving Fund will be undertaken) will be binding on each unitholder in the relevant Trust whether or not they voted in favour of the Extraordinary Resolution or at all. The Scheme relates separately to the merger of each Trust into the corresponding Receiving Fund. On the Effective Date the scheme property of your Trust will be transferred by way of the Scheme to the relevant Receiving Fund in exchange for the issue of Shares in that Fund. The class of Share that you will receive is set out in Appendix 1, opposite the type of Unit which you hold in your Trust. The number of Shares issued to you will be equivalent in value to the value attributable to your Units. Your holding of Units in your Trust will be cancelled and will cease to have any value and instead you will hold Shares in your Receiving Fund. For more information on the Scheme, please see Appendix 2. Costs To help us to implement the Scheme, we may need to start making some changes to the assets held by your Trust prior to the Effective Date. The purpose of making these changes is to ensure, as best we can, that the assets in your Trust match those held by the corresponding Receiving Fund prior to the Effective Date. We call this rebalancing. As each Receiving Fund other than Corporate Bond Fund and Europe ex UK Smaller Companies Fund has already been launched and therefore has shareholders and assets attributable to it, we need to ensure that existing shareholders are not prejudiced by the merger. Rebalancing will help to ensure that there is no dilutive effect when the assets are transferred into your Receiving Fund, reducing the risk of prejudice to existing shareholders in that Fund. We expect the costs arising from rebalancing will, in respect of each Trust be small particularly where we have identified overlaps in the investment strategy between a Trust and its corresponding Receiving Fund. These costs have been estimated to not exceed 0.15% of the relevant Trust s net asset value with the exception of the Standard Life Investments Ignis Smaller Companies Fund where trading costs including stamp duty have been estimated at 0.55% of net asset value. The costs of any such rebalancing will be borne by the relevant Trust. The other costs associated with bringing this proposal to Unitholders attention, namely the costs in: preparing and sending this document and the covering letter; holding the Meetings (including any adjournments (if required)); transferring the assets from your Trust to your Receiving Fund; and the winding-up of the Trusts will be paid for by us. Other Considerations Income The annual and half-yearly accounting periods determine the dates on which the annual and half-yearly reports relating to your Trust are issued. The annual accounting period and the interim accounting periods normally determine the dates on which any income is distributed or allocated. However, for the purposes of the Scheme, there will be a one-off additional distribution date for your Trust immediately before the Effective Date. This has been agreed with the Trustee. If you hold Income Units in your Trust, we will, for the accounting period ending immediately before the Effective Date, make a distribution (in respect of any distributable cash) in relation to those Units within 2 months of the Effective Date. If you normally reinvest your income in further Units in your Trust, the cash distribution will be reinvested in Shares in your Receiving Fund following implementation of the Scheme. These Shares will be of the same class as those which you receive under the Scheme. This reinvestment will not be subject to an initial charge. 5
6 If you hold Accumulation Units in your Trust, any income in respect of those Units for the accounting period ending immediately before the Effective Date will be retained and reflected in the value of those Units. Such income will, therefore, become part of the property of your Trust and be transferred to your Receiving Fund. Mandates and Other Instructions If, in respect of your Trust, the merger is approved by Unitholders, mandates or other instructions (for example regular investments, withdrawals or reinvestment of income) which you have given in relation to your holdings in your Trust will automatically be applied to the Shares issued to you under the Scheme. Please note, however, that collections for direct debit payments into the Receiving Funds are taken on the 6 th of each month (or if the 6 th is not a Business Day, the nearest available Business Day). This does not apply to direct debits into the ISA managed by us. Tax Based on our understanding of the current UK legislation and the current HMR&C practice relevant to UK resident investors and on the basis of the tax clearances which have been sought from HMR&C in the UK, we do not expect that the merger will constitute a disposal of Units in your Trust for UK capital gains tax purposes. New Shares issued under the Scheme in the Receiving Fund should be deemed to have the same acquisition cost and acquisition date for the purposes of UK capital gains tax as the Units originally acquired in the relevant Trust. Details of the tax clearances that have been sought are set out in Appendix 3. It is not expected that any UK stamp duty or stamp duty reserve tax will be payable in connection with the Scheme. The implementation of the Scheme will not affect the tax treatment of any ISA which is invested in Units in any of the Trusts. We believe the above information on taxation to be correct at the time of printing this document. However tax law and practice may change. Please note that the above information does not constitute tax or legal advice. We recommend that you consult an independent professional adviser to obtain specific advice relating to your personal circumstances, especially if you are not or may not be UK resident. Other Consents The Trustee as trustee of the Trusts (Citibank International Limited) has consented to the references made to it in this document in the form and context in which they appear. The Financial Conduct Authority has been informed of the proposals contained in this document and has confirmed that implementation of these proposals will not affect the authorisation of the Companies. Details of all consents and clearances are set out in Appendix 3. Dealing Dates For all Trusts other than Standard Life Investments Ignis Smaller Companies Fund No subscriptions, redemptions or switches into or out of any Trust (other than Standard Life Investments Ignis Smaller Companies Fund) will be accepted after 11.59am on 22 October Consequently there will be no dealing in Units in your Trust on 23 October You may deal in the Shares in your Receiving Fund issued under the Scheme from 9am on 26 October Further details on the Scheme are set out in Appendix 2. For Standard Life Investments Ignis Smaller Companies Fund No subscriptions, redemptions or switches into or out of Standard Life Investments Ignis Smaller Companies Fund will be accepted after 11.59am on 26 November Consequently there will be no dealing in Units in this Trust on 27 November You may deal in the Shares in UK Smaller Companies Fund (the relevant Receiving Fund) issued under the Scheme from 9am on 30 November Further details on the Scheme are set out in Appendix 2. 6
7 Other Key Dates Qualification date for Unitholder mailing Deadline for receipt of Proxy Forms The date seven days before this document is sent out 48 hours before the time of the Meeting of Unitholders of your Trust Meeting of your Trust Standard Life Investments Ignis American Growth Fund Standard Life Investments Ignis Balanced Growth Fund Standard Life Investments Ignis Corporate Bond Fund Standard Life Investments Ignis European Growth Fund Standard Life Investments Ignis European Smaller Companies Fund 10am 8 October am 8 October 2015** 10.30am 8 October 2015** 10.45am 8 October 2015** 11am 8 October 2015** Standard Life Investments Ignis Global Growth Fund Standard Life Investments Ignis High Income Bond Fund Standard Life Investments Ignis Managed Portfolio Fund Standard Life Investments Ignis Pacific Growth Fund Standard Life Investments Ignis Smaller Companies Fund Standard Life Investments Ignis UK Equity Income Fund 11.15am 8 October 2015** 11.30am 8 October 2015** 11.45am 8 October 2015** 12 noon 8 October 2015** 12.15pm 8 October 2015** 12.30pm 8 October 2015** Last date / time for dealing in your Trust* Standard Life Investments Ignis Smaller Companies Fund All other Trusts 12 noon on 26 November noon on 22 October 2015 Suspension of dealing in your Trust Standard Life Investments Ignis Smaller Companies Fund All other Trusts 12.01pm on 26 November pm on 22 October 2015 Additional valuation point for your Trust for the purposes of the Scheme only Standard Life Investments Ignis Smaller Companies Fund All other Trusts 7.30am on 27 November am on 23 October
8 Effective Date of the Scheme for your Trust* Standard Life Investments Ignis Smaller Companies Fund All other Trusts 7.31am 27 November am 23 October 2015 First day of dealing in Shares in your Receiving Fund* Standard Life Investments Ignis Smaller Companies Fund All other Receiving Funds 9am 30 November am 26 October 2015 *(if the relevant Extraordinary Resolution is passed. These times and dates may also differ if the Manager and the Trustee agree that the Effective Date is to be other than 7.31am on 23 October 2015 (in the case of all Trusts other than Standard Life Investments Ignis Smaller Companies Fund) or 7.31am on 27 November 2015 (in the case of Standard Life Investments Ignis Smaller Companies Fund).) **(if necessary, the start of each of the Meetings will be delayed until the preceding Meeting has terminated or been adjourned.) Action You Need to Take The Scheme (insofar as applicable to your Trust) needs to be approved by an Extraordinary Resolution at a Meeting of Unitholders in your Trust. To be passed, the Extraordinary Resolution requires at least 75% of the votes cast to be in favour. It is therefore important that you exercise your right to vote. We believe that our proposals are in your interests and we urge you to vote in favour. The Meetings will be held at 1 George Street, Edinburgh EH2 2LL on 8 October The time for each Meeting is set out in the Notices of Meetings in Appendix 6. You should carefully consider the proposed merger insofar as it relates to your Trust. It is important that you also read the KIID or NURS-KII (as appropriate) for the appropriate Share class of the relevant Receiving Fund into which it is proposed that your Units will be exchanged once the Scheme becomes effective. (For details of the appropriate Share class, please see the Destination Table in Appendix 1.) The KIID or NURS-KII (as appropriate) should enable you to assess whether or not the Receiving Fund meets your investment needs and, in conjunction with this pack, allow you to decide how to vote. You will find a copy of the relevant KIID/NURS-KII at If you do not have internet access, or would prefer to receive a paper copy, you may request the relevant KIID/NURS-KII by calling us on (or +44 (0) if outwith the UK). Our telephone lines are open Monday to Friday, 9am to 5.30pm. Please do read the KIID or NURS-KII (as applicable) carefully before deciding how to vote. We strongly encourage you to either attend the Meeting of your Trust and vote in person or complete and return the enclosed Proxy Form in the pre-paid envelope provided as soon as possible. To be valid, the Proxy Form must be received no later than 48 hours before the time appointed for the Meeting of your Trust. Completion and return of the Proxy Form will not preclude you from attending the Meeting of your Trust and voting in person. If a quorum is not present within 15 minutes of the time appointed for the Meeting of your Trust, the chairman will adjourn the Meeting. The enclosed Proxy Form will remain valid for any adjourned Meeting (if required), unless expressly revoked. We will notify Unitholders of any adjournment as soon as practical by post. The procedure for each of the Meetings and list of documents relating to the merger proposals are given in Appendix 5. Should the Scheme (insofar as applicable to your Trust) be approved and you do not wish your holdings in your Trust to be converted to Shares in your Receiving Fund, you may either redeem your Units or switch your holding to another Standard Life Investments Fund free of charge until the relevant cut-off. In respect of all Trusts other than Standard Life Investments Ignis Smaller Companies Fund, the cut-off is 11.59am on 22 October 2015, meaning that we must receive your valid dealing instruction before 11.59am on 22 October If you are invested in Standard Life Investments Ignis Smaller Companies Fund, the cut-off is 11.59am on 26 November 2015, meaning that we must receive your valid dealing instruction before 8
9 11.59am on 26 November If you do switch or redeem your holding please remember you may (unless you are invested through an ISA) be liable to capital gains tax. When considering your options please remember that the value of investments and the income from them may fall as well as rise and you may get back less than you originally invested. Results of the Meeting of your Trust We will confirm whether the Scheme (insofar as applicable to your Trust) has been approved by publishing a notice on our website as soon as possible after the Meeting (or adjourned meetings (if any)) has concluded. You can also call us on (or +44 (0) if outwith the UK) from 2pm on 8 October 2015 to find out the result of the Meeting of your Trust(s). Our telephone lines are open Monday to Friday, 9am to 5.30pm. Any Questions If you have any questions or require further information, please speak with a person authorised to give financial advice. Alternatively, we are happy to answer your general questions on (or +44 (0) if outwith the UK). Our telephone lines are open Monday to Friday, 9am to 5.30pm. Please note that while we are happy to answer your general queries we cannot give you investment advice. 9
10 Appendices Appendix 1 Destination Table Appendix 2 The Scheme Appendix 3 Consents and clearances Appendix 4 Comparison of the principal features of an authorised unit trust and an OEIC Comparison of the key features of your Trust with your Receiving Fund Comparison of performance data Appendix 5 Procedure for the Meetings Display Documents Appendix 6 Notices of Meetings Appendix 7 Glossary of Terms used in this document 10
11 Appendix 1 Destination Table: we have set out below the names of the Receiving Fund into which your Trust will merge and the class of Share which you will receive under the Scheme Trust Receiving Fund Type of Unit in your Trust you hold Standard Life American Equity Class A net Investments Unconstrained income Ignis Fund (a sub-fund Class A net American of Standard Life accumulation Growth Fund Investment Class I net Company) accumulation Standard Life UK Equity High Class A net Investments Alpha Fund (a subfund income Ignis of Standard Class A net Balanced Life Investment accumulation Growth Fund Company) Class I net accumulation Standard Life Corporate Bond Class A net Investments Fund (a newly income Ignis created sub-fund of Class A net Corporate Standard Life accumulation Bond Fund Investment Class I net Company) income Class I net accumulation Standard Life European Equity Class A net Investments Growth Fund (a income Ignis sub-fund of Class A net European Standard Life accumulation Growth Fund Investment Class I net Company) accumulation Standard Life Europe ex UK Class A net Investments Smaller Companies accumulation Ignis Fund (a newly Sterling European created sub-fund of Smaller Standard Life Class I net Companies Investment accumulation Fund Company) Sterling SRRI for your Trust Type of Share in your Receiving Fund you will receive SRRI for your Receiving Fund 6 Retail Income 5 6 Retail 5 Accumulation 6 Platform 1 5 Accumulation 6 Retail Income 6 6 Retail 6 Accumulation 6 Platform 1 Accumulation 6 4 Retail Income 4 4 Retail 4 Accumulation 4 Platform 1 4 Income 4 Platform 1 4 Accumulation 6 Retail Income 6 6 Retail 6 Accumulation 6 Platform 1 6 Accumulation 6 Retail Accumulation 6 6 Platform 1 6 Accumulation 11
12 Standard Life Global Equity Class A net 6 Retail Income 6 Investments Unconstrained income Ignis Global Growth Fund Fund (a sub-fund of Standard Life Investment Company) Class A net accumulation Class I net accumulation 6 Retail Accumulation 6 Platform 1 Accumulation 6 6 Standard Life Higher Income Class A net 4 Retail Income 4 Investments Fund (a sub-fund income Ignis High Income Bond Fund of Standard Life Investment Company) Class A net accumulation Class I net 4 Retail Accumulation 4 Platform income Income Class I net 4 Platform 1 4 accumulation Accumulation Standard Life Investments MyFolio Managed IV Fund (a sub- Class A net income 5 Retail Accumulation 1 4 Ignis Managed Portfolio fund of Standard Life Investment Company III) Class A net accumulation 5 Retail Accumulation 4 Fund Standard Life Asian Pacific Class A net 6 Retail Income 6 Investments Growth Fund (a income Ignis Pacific Growth Fund sub-fund of Standard Life Investment Company) Class A net accumulation Class I net accumulation 6 Retail Accumulation 6 Platform 1 Accumulation 6 6 Standard Life UK Smaller Class A net 6 Retail Income 5 Investments Companies Fund (a income Ignis Smaller Companies Fund sub-fund of Standard Life Investment Company) Class A net accumulation Class I accumulation 6 Retail Accumulation 6 Platform 1 Accumulation 5 5 Standard Life UK Equity High Class A net 6 Retail Income 5 Investments Income Fund (a income Ignis UK Equity Income Fund sub-fund of Standard Life Investment Company) Class A net accumulation Class I net income 6 Retail Accumulation 6 Platform 1 Income 5 5 Class I net 6 Platform 1 5 accumulation Accumulation 1 PLEASE NOTE: there are no income shares available in MyFolio Managed IV Fund. The ACD does not consider that the range of MyFolio Managed Funds are suitable for those seeking income. If income is important to you, please see other funds within the MyFolio Range which have income shares and which may be more suitable for you. Details of these other funds can be found at 12
13 Appendix 2 The Scheme: this section details the scheme of arrangement for the merger of the Trusts with the Receiving Funds. 1. Interpretation and application 1.1 The words and expressions defined in the glossary in Appendix 7 of this document shall have the same meanings for the purposes of this Scheme, unless the context requires otherwise. 1.2 References to paragraphs are to paragraphs of this Scheme. 1.3 Headings are inserted for convenience only and shall not affect the construction of this Scheme. 1.4 Where the context so permits, all terms used in the Scheme in relation to a Trust or a Receiving Fund shall, unless the same are inconsistent herewith, have the meanings attributed to them in the relevant Trust Deed or the OEIC Documents of the relevant Company (as the case may be), provided that: references to the "Unitholders" or unitholders shall include Standard Life Investments (Mutual Funds) Limited (in its capacity as Manager) where it is deemed to hold Units; and references in the Scheme to Units held shall include Units deemed to be held by Standard Life Investments (Mutual Funds) Limited; and in so far as any of the provisions of the Scheme are inconsistent with the relevant Trust Deed in the context of that Trust the said provisions shall prevail and the Scheme shall have full effect accordingly in relation to that Trust. Insofar as any of the provisions of the Scheme are inconsistent with the OEIC Documents in the context of the relevant Company in the context of a relevant Receiving Fund the said provisions shall prevail and the Scheme shall have full effect accordingly in relation to that Company in relation to the relevant Receiving Fund. If there is a conflict between the Regulations and the Scheme, the Regulations shall prevail. 1.5 This Scheme relates separately and independently to the merger of each Trust into the relevant Receiving Fund. 2. Approval 2.1 Implementation of the Scheme (insofar as applicable to each Trust) is conditional on its approval and adoption by the passing of an extraordinary resolution at the Meeting of the Unitholders of that Trust which has been convened (by the Notice of Meeting to the Unitholders of that Trust) to consider and, if thought fit, to pass the Extraordinary Resolution to approve and adopt the Scheme (in respect of that Trust). 2.2 For the avoidance of any doubt, in the event that the condition in terms of paragraph 2.1 is not satisfied in respect of any Trust and the Scheme (insofar as applicable to that Trust) is therefore not implemented this shall not affect (or otherwise prejudice) in any way the operation (or implementation) of the Scheme in relation to any other of the Trusts. 2.3 In the event of the Scheme being implemented in respect of a relevant Trust it shall be binding on all unitholders of that Trust irrespective of whether or not they voted in favour of it, or at all, and the Scheme will be implemented as set out in the following paragraphs. 3. Cessation of dealings in the Trusts 3.1 To facilitate the implementation of the Scheme, the final day of dealing in Units will end at: noon on 22 October 2015 in the case of each of the Trusts other than Standard Life 13
14 Investments Ignis Smaller Companies Fund or, if the Effective Date in respect of any one of more of these Trusts is other than 7.31am on 23 October 2015, such other date as may be agreed in writing between the Manager and the Trustee; and noon on 26 November 2015 in the case of Standard Life Investments Ignis Smaller Companies Fund or, if the Effective Date is other than 7.31am on 27 November 2015, such other date as may be agreed in writing between the Manager and the Trustee. 4. Scheme of Arrangement 4.1 As at and from the Effective Date (and subject to the terms and conditions of the Scheme insofar as applicable to the relevant Trust), the scheme property of each Trust less firstly, the Retained Amount, secondly, any amount to be retained under paragraph 9.4 and thirdly, the amount of income to be distributed in accordance with paragraph 9.2 (the Transferred Property ) will be transferred as an accretion to the scheme property of the relevant Receiving Fund, subject to the provisions of this Scheme, the OEIC Documents and the Regulations. The Trustee shall in respect of each such relevant Trust cease to hold the Transferred Property of that Trust as attributable to the Trust and the Depositary shall hold the Transferred Property freed and discharged from the trusts and provisions of the relevant Trust Deed. The Trustee will make or ensure the making of any transfers or redesignations which may be necessary as a result of the Scheme. 4.2 The Retained Amount and any income arising on it, will be retained by the Trustee as part of the relevant Trust for the purpose of discharging outstanding, undischarged and contingent liabilities of that Trust, whether arising before, on or after the Effective Date (including accrued costs, charges, expenses, taxation, liabilities and fees of the Trust) in accordance with the provisions of the Scheme (insofar as applicable to that Trust), the relevant Trust Deed and the COLL Sourcebook until the date on which the relevant Trust shall have completed its winding up pursuant to paragraph 12.1, and, for the avoidance of doubt, such amount shall exclude the amount of income (if any) to be transferred, or deemed to be transferred to the distribution account of that Trust in terms of paragraph If, after the discharge of all liabilities of a Trust, there are any surplus monies (or assets) remaining, they, together with any income arising therefrom shall be transferred to the relevant Receiving Fund to be held by the Depositary as an accretion to the scheme property of that Fund (subject to the provisions of the OEIC Documents and the Regulations), but such accretion (if any) shall not take place until the date on which the relevant Trust shall have completed its winding up pursuant to paragraph 12. No further issue of Shares shall be made as a result. The Trustee shall cease to hold the Retained Amount and any amount retained under paragraph 9.4 and shall be freed and discharged from the trusts and provisions set out in the relevant Trust Deed. The Trustee shall make such transfers and re-designations as may be necessary as a result. 4.4 If the Retained Amount in respect of a relevant Trust together with the amount under paragraph 9.4 is insufficient to meet all the liabilities of that Trust then the Manager shall discharge the shortfall or (if the Trustee is liable to meet such liabilities) the Manager shall put the Trustee in funds to discharge such liabilities and shall indemnify the Trustee in respect thereof, unless the Manager shall be satisfied and agree with the Trustee that proper provision was made for meeting such liabilities of the relevant Trust as were known or could reasonably have been anticipated at the Effective Date and the amount of such undischarged liabilities is paid out of the scheme property attributable to the relevant Receiving Fund in accordance with the COLL Sourcebook. 4.5 For the purposes of the Scheme, the outstanding or unsatisfied liabilities of each Trust shall exclude any liability to stamp duty or stamp duty reserve tax or the like which arises from implementation of the Scheme (insofar as applicable to that Trust) but shall for the avoidance of doubt include provision for payment of the Manager's annual management charge and the Trustee's remuneration, in 14
15 accordance with the relevant Trust Deed. 4.6 With effect from the Effective Date, any action or other legal proceedings or step (whether by way of a claim, legal proceedings, execution of judgment, arbitration or otherwise) whether current, future, pending or otherwise in respect of which a Trust is a party (or would but for the Scheme be a party) concerning any part of the scheme property shall be continued or commenced by the corresponding Receiving Fund and that Receiving Fund shall be entitled to all claims, settlements and any other rights that would have been available to the Trust immediately prior to the Effective Date. Any settlement or award shall become an accretion to the relevant Receiving Fund. 5. Cancellation of Units 5.1 Immediately prior to the creation and issue of Shares in the relevant Receiving Fund, under this Scheme, every Unit in a Trust shall be deemed to have been cancelled and shall cease to be of value and no further Units of that Trust shall be issued. 5.2 The above paragraph shall be without prejudice to any provisions of the relevant Trust Deed relating to income received or receivable under paragraph Issue of Shares 6.1 As at and from the Effective Date, the ACD will allot and issue to each of the former unitholders (being those unitholders who were registered in the relevant Trust immediately before the Effective Date) Shares (linked to the relevant Receiving Fund), free of any initial charge, on the basis set out in paragraph 7 below. 7. Basis for the issue of Shares 7.1 Each unitholder holding Units immediately before the Effective Date in: the Standard Life Investments Ignis Corporate Bond Fund shall be issued with Shares of the relevant type in the Corporate Bond Fund; and the Standard Life Investments Ignis European Smaller Companies Fund shall be issued with Shares of the relevant type in the Europe ex UK Smaller Companies Fund and the basis for that or those issues shall be a one for one basis (rounded up if necessary to the nearest smaller denomination Share). 7.2 Each unitholder holding Units in a relevant Trust other than Standard Life Investments Ignis Corporate Bond Fund and the Standard Life Investments Ignis European Smaller Companies Fund immediately before the Effective Date shall be issued with Shares in the relevant Receiving Fund in accordance with the following formula: = D Where: A = B = C = D = The part of the Value of the relevant Trust which is attributable to a Unit of the relevant type; The number of Units of the relevant type which were held by that unitholder immediately before the Effective Date; The part of the Value of the relevant Receiving Fund which is attributable to a Share of the relevant type; and The number of Shares to be issued to that unitholder by the ACD of the relevant Company which number will (if necessary) be rounded upwards to the nearest smaller denomination Share. The ACD will pay into the relevant Receiving Fund an amount equal to the value of 15
16 any additional Shares issued as a result of this rounding. 7.3 For the purposes of paragraphs 7.1 and 7.2 relevant type means (in respect of a Trust) the type of Units (being Class A or Class I net income or net accumulation) held by the unitholder immediately before the Effective Date and (in respect of a Receiving Fund) the type of Share (being Retail or Platform 1 Income or Accumulation) specified in column 4 of the table in Appendix 1 opposite the name of the relevant Trust to be issued to that unitholder under the Scheme. 7.4 Shares will be issued pursuant to the Scheme even where such issue is for less than the value of the minimum holding of shares referred to in the prospectus of the relevant Company. 7.5 The ACD shall not, in respect of the Shares to be issued under the Scheme, be entitled to make any initial charge. 7.6 Unitholders will be treated as exchanging their Units for Shares. 7.7 All the Shares to be issued in terms of this paragraph 7 in the Corporate Bond Fund and in the Europe ex UK Smaller Companies Fund shall be the first Shares to be issued in those funds. Neither the ACD nor the Company shall agree to issue any Shares in the Corporate Bond Fund or in the Europe ex UK Smaller Companies Fund other than under the Scheme unless such other shares are agreed to be issued at a price determined by reference to the value of the scheme property of the Corporate Bond Fund or the Europe ex UK Smaller Companies Fund (as the case may be), calculated in accordance with the prospectus of the Company and as at a valuation point occurring after the Effective Date. 7.8 The transfer of the scheme property of a Trust to the relevant Receiving Fund will be full payment for the Shares issued to unitholders in that Trust pursuant to the Scheme. 7.9 As the issue of Shares in the Corporate Bond Fund and in the Europe ex UK Smaller Companies Fund under the Scheme will be the first issue of Shares, in each of those funds, no part of the consideration for such issue of Shares will be treated as income equalisation. In respect of the other Trusts, part of the consideration for the issue of Shares in the relevant Receiving Fund may be treated as income equalisation. 8. Calculation of the Value 8.1 For the purposes of paragraph 7.2 the word Value, shall mean: in the context of a Trust, the value of the scheme property referred to in paragraph 4.1 of that Trust calculated as at 7.30am on the same day as the Effective Date; and in the context of a Receiving Fund, the value of the scheme property of that Fund calculated as at 7.30am on the same day as the Effective Date such values being calculated on a mid-market basis. 8.2 The ACD and the Manager shall, prior to the Effective Date, request the administrator of the Receiving Funds to perform a price source comparison with a view to establishing acceptable price tolerances, owing to the use of different pricing sources to value the scheme property of the Trusts. These tolerances shall be captured in a Known Differences Document which will be used to validate price differences on the Effective Date. 8.3 For the purposes of the Scheme, the following items shall be deducted from the value of the scheme property of each Trust: Such provisions as may be determined by the Manager as representing the accrued costs, charges and expenses, taxation, liabilities and fees authorised by the relevant Trust Deed to be paid out of the scheme property as accrued to the Effective Date (including for the 16
17 avoidance of any doubt the Manager s periodic charge and the Trustee s fee, if any); The amount of income (if any) to be distributed to unitholders in terms of paragraph 9.2; The sums to be retained by the Trustee in terms of paragraph 9.4; and Such other amounts (not already accounted for above) as are required to be retained by the Trustee to meet the liabilities of the Trust concerned in accordance with paragraph Income allocation arrangements 9.1 There will be a one-off additional distribution date in respect of each Trust immediately prior to the Effective Date. This has been agreed with the Trustee. The Manager may, with the agreement of the Trustee, make such other alterations to the distribution dates of any Trust as they consider appropriate in the circumstances if, in respect of that Trust the Effective Date is other than 7.31am on 23 October 2015 (in the case of all Trusts other than Standard Life Investments Ignis Smaller Companies Fund) or 7.31am on 27 November 2015 (in the case of Standard Life Investments Ignis Smaller Companies Fund). 9.2 Immediately prior to the Effective Date of the Scheme (insofar as the Scheme relates to each of the Trusts in respect of which Income Units are in issue immediately before the Effective Date) there will be transferred to each of those Trusts distribution accounts (or deemed to be so transferred) such amount of income (if any) as shall be determined by the Manager to be available for allocation to the respective unitholders of those Trusts then holding Income Units in respect of the accounting period ending immediately before the Effective Date. Such amount shall be held by the Trustee on trust to be distributed in accordance with the COLL Sourcebook and the relevant Trust Deed to such unitholders in proportion to the number of Income Units held by them immediately prior to the Effective Date (or in the case of unitholders who normally have income reinvested in further Units in a Trust, to be reinvested in additional Shares of the appropriate class in the relevant Receiving Fund). 9.3 All income (if any) available for allocation to unitholders in each Trust holding Accumulation Units immediately prior to the Effective Date shall be allocated to those Accumulation Units in issue immediately prior to the Effective Date and shall thereupon become part of the property of that Trust. The interests of the holders of such Accumulation Units shall be satisfied by an increase in the number (including fractions) of undivided shares in that property represented by each such Accumulation Unit. 9.4 Except insofar as already retained under paragraph 4.2 in respect of a Trust, there shall be retained by the Trustee, out of the amount of income available for distribution and allocation in respect of the accounting period of the relevant Trust (which, in accordance with paragraph 9.1 above, shall end immediately before the Effective Date), such amounts of monies (and, if necessary, other assets) as in the opinion of the Manager (acting reasonably) are sufficient to meet any undischarged liabilities of the relevant Trust to tax upon income or profits (if any) (including tax assessed after the Effective Date and any income tax payable by reason of any distribution made in respect of such accounting period and taking into account any relief or repayment) and the Trustee shall hold such sums, together with any income arising therefrom, as part of the property of the relevant Trust and shall pay any such liabilities out of such property. 9.5 Any distributions in respect of a Trust which are unclaimed six months from the date of issue, together with any unclaimed distributions in respect of previous accounting periods of that Trust and any interest on these distributions shall be transferred to the Depositary of the relevant Company and shall be held by the Depositary in a separate designated account in accordance with the COLL Sourcebook, on the basis that such distributions which are unclaimed six years from the respective original dates of payment shall be transferred by the Depositary (or its successor as depositary) and 17
18 will become part of the capital property of the relevant Receiving Fund pursuant to this Scheme. The separate designated account shall be closed when the last distribution is claimed, or on the expiry of six years from the original payment of the distributions in respect of the accounting period ending immediately prior to the Effective Date, whichever is the earlier. 10. Notification of the Shares issued under the Scheme 10.1 Subject to the provisions of the Scheme, the ACD will despatch, to those persons who were unitholders in each Trust at the Effective Date, notifications of shareholding in respect of the number of Shares to which they are entitled under the Scheme and which at the date of despatch of such notifications, have not been transferred or sold back to the ACD. Such notifications shall be sent not later than 2 weeks after the Effective Date or (in any other case) at a date to be determined by the ACD by ordinary pre-paid post at the risk of the persons entitled to them and shall be sent to their respective addresses appearing in the register of shareholders of the relevant Company (or, in the case of joint shareholders, at the address so appearing in the register of that one of such joint shareholders whose name stands first in the register in respect of such joint shareholding) as at the Effective Date or to any other such address as may be notified in writing to the ACD before the despatch of such notifications Upon despatch of the notifications referred to above, any documentation confirming ownership of Units in the relevant Trust will cease to be valid The obligation of the Manager to deal in Units in a Trust shall continue: (subject to the deal having been received by the Manager by 11.59am on 22 October 2015) up to 12 noon on 22 October 2015 in the case of all Trusts other than Standard Life Investments Ignis Smaller Companies Fund; and (subject to the deal having been received by the Manager by 11.59am on 26 November 2015) up to 12 noon on 26 November 2015 in the case of Standard Life Investments Ignis Smaller Companies Fund Transfers or redemptions of Shares issued under the Scheme may be effected by writing to or telephoning the ACD from: am on 26 October 2015 in the case of all Trusts other than Standard Life Investments Ignis Smaller Companies Fund or, if the Effective Date in respect of any one or more of these Trusts is other than 7.31am on 23 October 2015, such other date as may be agreed in writing between the ACD and the Depositary of the relevant Company; and am on 30 November 2015 in the case of Standard Life Investments Ignis Smaller Companies Fund or, if the Effective Date is other than 7.31am on 27 November 2015, such other date as may be agreed in writing between the ACD and the Depositary of the Company. 11. Mandates and Other Instructions in respect of Shares 11.1 Mandates and other instructions to the Manager in force on the Effective Date in respect of a Trust shall continue to have effect, save that the collection date for direct investments by direct debit payments into the Receiving Funds shall be altered to the 6 day of the month (or if that day is not a Business Day, the nearest Business Day). 12. Wind up of the Trusts 12.1 If the Scheme becomes effective in respect of a Trust, the Manager will notify the FCA and, following the Effective Date, the Trustee will proceed to wind up that Trust in accordance with the 18
19 terms of the Scheme, the relevant Trust Deed and the COLL Sourcebook When such winding up has been completed (including the payment of all outstanding or unsatisfied liabilities), the Trustee shall notify the FCA in writing of that fact and the Manager or the Trustee shall formally request the FCA to revoke the authorisation order declaring the relevant Trust to be an authorised unit trust and thereupon the Manager and the Trustee will stand discharged from all their respective duties, obligations and liabilities in respect of that Trust, except those arising from a breach of duty before that time. 13. Charges and expenses 13.1 The Manager and the Trustee will continue to receive their usual fees and expenses for being manager and trustee respectively of each Trust insofar as they are attributable to a Trust out of the scheme property of that Trust until the Effective Date (and for this purpose notwithstanding any provision in the relevant Trust Deed, the last accrual period to commence in respect of the Manager s periodic charge before the Effective Date shall be deemed to end immediately before the Effective Date and such charge shall be due in respect of that accrual interval immediately before the Effective Date and payable as soon as practicable thereafter) The costs of any rebalancing of the assets in the underlying portfolio of a Trust will be borne out of the scheme property of that Trust Save from: the payments to be made under paragraph 13.1; the costs incurred under paragraph 13.2; the income to be distributed in terms of paragraph 9.2; the sums to be retained under paragraphs 4.2 and 9.4 no deduction shall be made from the value of the scheme property of a Trust or from the scheme property of a Receiving Fund for the costs and expenses of the Scheme (including the implementation of the Scheme and the holding of any Meeting of the Unitholders of a Trust). 14. Reliance on the Register 14.1 The Manager, the Trustee, the ACD and the Depositary shall each be entitled to assume that all information contained in the register of unitholders on and immediately prior to the Effective Date is correct, and to utilise the same in calculating the number of Shares to be issued and registered pursuant to the Scheme The Manager, the Trustee, the ACD and the Depositary, may each act and rely upon any certificate, opinion, evidence or information furnished to it by the other or others or its or their respective professional advisers in connection with the Scheme and shall not be liable or responsible for any resulting loss. 15. Alterations to the Scheme 15.1 Each of the Manager and the ACD (also for and on behalf of each Company) has given an undertaking to each of the Trustee and the Depositary to be bound by and implement such of the terms and conditions of the Scheme as shall become incumbent on the Manager and the ACD (as the case may be) in the event of the Scheme becoming effective Subject to such FCA approval as may be necessary, the Manager and the Trustee shall, at any time on or before the Effective Date, be authorised to make such modifications, additions or conditions to the 19
20 Scheme (both generally or insofar as the Scheme is applicable to a particular Trust) as the Manager may propose, provided always that the Manager (after notifying the Auditors) shall have determined that such modifications, additions or conditions do not materially prejudice unitholders or potential unitholders in the Trust or Trusts affected by the proposed modifications, additions or conditions and the ACD shall have agreed that such modifications, additions or conditions do not involve any material prejudice to existing or potential shareholders of the relevant Company Without prejudice to paragraph 15.2 above, if this Scheme has not become effective on or before 6 months from the date of this document, it shall lapse. 16. Proper Law 16.1 The Scheme shall, in all respects, be governed by, and be construed in accordance with, Scots law. Dated: 11 September
21 Appendix 3 Consents and clearances The Trustee/Depositary Citibank International Limited, the Trustee and as Depositary of the Companies whilst neither recommending nor offering an opinion on the merits of the proposal, which is a matter for each Unitholder s judgment, has informed us, as Manager of the Trusts, by letter that it consents to the references made to it in this document in the form and context in which they appear. Financial Conduct Authority The Financial Conduct Authority has been informed of the proposals contained in this document and has confirmed that implementation of these proposals will not affect the authorisation of the Companies. The ACD We, as ACD of the Companies (insofar as the Scheme relates to any sub-funds of those Companies) confirm that the receipt of the property of your Trust by your Receiving Fund is not likely to result in any material prejudice to the shareholders in that Fund and is consistent with the objectives of that Fund and can be effected without any breach of the rules in Chapter 5 of the COLL Sourcebook. We, as ACD of the Companies confirm that we will approve the allotment and issue of Shares in the Receiving Funds in terms of the Scheme should the Scheme become effective in respect of the relevant Fund. The Manager, the ACD and the Companies We, as Manager of the Trusts and as ACD of the Companies, and the Companies have given undertakings to the Trustee to be bound by and to implement such of the terms of the Scheme as shall become incumbent on us in the event of the Scheme becoming effective in relation to any or all of the Trusts. The Auditors PricewaterhouseCoopers LLP, as auditors to the Trusts and the Companies has informed us, as Manager of the Trusts and as ACD of the Companies, that (whilst not otherwise expressing a view on the merits of the proposals set out in this document) it consents to the references to it in this document in the form and context in which they appear. Taxation Our advisers have written to HMR&C seeking confirmation that section 103K of the Taxation of Chargeable Gains Act 1992 should not apply to the mergers to be effected under the Scheme and consequently section 103H of that Act should not be prevented from applying whatever the size of the holding. We believe that the Scheme insofar as applicable to your Trust should not involve a disposal of Units for the purposes of tax on capital gains for any UK resident unitholder. New Shares in the Receiving Fund should be deemed to have the same acquisition cost and acquisition date for the purposes of UK tax on capital gains as a UK resident unitholder s existing Units which they replace. Clearance has also been sought from HMR&C under section 701 of the Income Tax Act 2007 and Section 748 Corporation Tax Act 2010 to the effect that HMR&C should not serve a counteraction notice in respect of the Scheme to counteract any corporation tax or income tax advantages arising pursuant to the Scheme. We, as Manager of the Trusts do not anticipate that any liability to UK stamp duty should arise from implementation of the Scheme and have sought clearance from HMR&C on that basis. Once received, HMR&C clearance letters will be available for inspection. 21
22 Appendix 4 Comparisons: This Appendix is divided into 3 parts. The 1 st part sets out a comparison of the difference between an authorised unit trust, such as your Trust, and an OEIC. The 2 nd part sets out a comparison of your Trust with your Receiving Fund. The 3 rd part compares the performance data of your Trust with your Receiving Fund. 22
23 Part 1 Feature Authorised Unit Trust (such as your Trust) ( AUT ) OEIC (of which your Receiving Fund is a sub-fund) Legal Structure An AUT is constituted and governed by a trust deed made between a manager and a trustee. The money invested by unitholders in the AUT is pooled together and invested in a range of investments. These investments are the property of the unitholders and are held on trust by the trustee for the benefit of unitholders. Unitholders have a right to participate in the property of the AUT and any income which arises from it. The nature of this right is a beneficial interest under the trust. An OEIC differs from a unit trust in that it is structured as a company and is governed by an instrument of incorporation. An OEIC has many of the characteristics of a company, for example, a separate corporate identity, director(s) and shareholders. There is, however, a separate corporate regime for the operation of OEICs (contained in the Open-Ended Investment Companies Regulations 2001 (the OEIC Regulations )) which is different from the laws which govern normal companies established under the UK s Companies Act. Shareholders in an OEIC do not themselves own the property of the OEIC, rather they own shares in the OEIC. Regulation AUTs and OEICs must both be authorised by the FCA in order to be marketed to the public in the UK and are regulated by the FCA under relevant rules. Fund Structure An AUT may have one fund or may be an umbrella unit trust with a number of different sub-funds. Money invested by unitholders in each sub-fund is pooled and invested in a range of investments. Similarly, an OEIC may have only one fund or may be structured as an umbrella OEIC with a number of different sub-funds. Money invested by shareholders in each sub-fund is pooled and invested in a range of investments. Each sub-fund of an umbrella vehicle has a specific portfolio of investments to which its assets and liabilities are attributable. Each sub-fund is ring-fenced and while it does not have distinct legal personality, is treated as a separate entity. This means that the assets of one sub-fund cannot be used to satisfy the liabilities of another sub-fund. Person Managing the Vehicle An AUT is managed by a manager. The manager s main function is to select and manage the portfolio of investments of the unit trust in accordance with its trust deed, its most recently published prospectus and the FCA s rules. 23 An OEIC has an authorised corporate director ( ACD ) who, like the manager of a unit trust, manages the OEIC on a day to day basis in accordance with the FCA s rules and the OEIC Regulations. An ACD s responsibilities include
24 The manager also manages the process for the sale and purchase of units in the AUT and is responsible for valuation of property and pricing of units. making decisions as to the assets constituting the property of the OEIC and its sub-funds (if any), valuation of property, pricing of shares, and managing the process for the sale and purchase of shares in the OEIC. Custody of Investments An AUT has a trustee. The trustee must be independent from the manager and has a duty to take reasonable care to ensure that the manager complies with its obligations in relation to the management of the unit trust, in accordance with the FCA s rules. The trustee is also required to take into its custody or under its control the investments of the unit trust and is responsible for the collection of the income produced by these investments. In the case of an OEIC, there is an independent depositary which is responsible for the safekeeping of the scheme property entrusted to it. The depositary also has a duty to take reasonable care to ensure that the OEIC is being managed in accordance with certain of the FCA s rules. Pricing Prices of units/shares in an AUT and an OEIC may be calculated on either a dual pricing system or on a single price basis. Dual pricing means that there is a price at which investors buy units/shares and another lower price at which the investor can sell them. These prices are linked to valuations of the underlying investments of the vehicle carried out on an offer and bid price basis (i.e. the price at which the underlying investments can be bought or sold). Single pricing, as the name suggests, means that there is only a single price to buy and sell units/shares. This single price is based on a mid-market valuation of the underlying investments. To this single price there can be added an initial charge. A Dilution Adjustment may also be made to swing the price when a single-priced vehicle is expanding or contracting. Alternatively, the person managing the singlepriced vehicle may elect to apply a dilution levy which is added to or taken away from the price in the case of issues and redemptions respectively. 24
25 Part 2 Standard Life Investments Ignis American Growth Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis American Equity Unconstrained Fund American Growth Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category UCITS Domicile United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To achieve above average growth mainly through capital appreciation, concentrating on well-managed growth companies in the USA and Canada, with the provision to invest up to 15% outwith North America. The objective of the Fund is to provide capital appreciation. It is intended that income will not be a prime consideration. The investment policy of the Fund is to invest mostly in equities and equity type investments of companies listed on a US or Canadian stock exchange or which, in the opinion of the ACD, carry on a substantial part of their operations in the USA or Canada. Additionally, up to 20% 25
26 of the Fund may from time-to-time be invested in equities and equity type investments of companies which in the opinion of the ACD carry on a significant part of their operations in Latin America (including Central America). Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund will not be restricted by index weightings, sector constraints or company size. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned, each with a focus on investment in US equities. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in obtaining exposure to equity markets through a diversified fund. Investors must have experience 26 The Fund is intended for investors who wish to participate in the potential capital growth opportunities afforded by the main US markets. The nature of the portfolio
27 with volatile products and be able to accept temporary losses. This Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. affords investors a focused investment approach, whilst affording proper diversification of mainly US Equity exposure. The investor must be able to accept significant temporary losses due to the volatile nature of equity and currency markets, and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) Ret Acc Ret Inc Plat 1 Acc Initial Charge 5.25% 5.25% 5.25% 4.00% 4.00% Nil Annual Management Charge / Periodic Charge Platform Dealing Charge 1.50% 1.50% 0.75% 1.50% 1.50% 0.75% N/A N/A N/A 0.05% OCF 1.58% 1.55% 0.80% 1.62% 1.62% 0.92% Exit Charge None Minimum initial Class A Class I Retail Shares Platform 1 Shares lump sum investment 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil 27
28 Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 31 January 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 31 January and 31 July. Income is accumulated or distributed annually on 30 April. Any distributions are made on 31 March and 30 September. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 28
29 Standard Life Investments Ignis Balanced Growth Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis Balanced UK Equity High Alpha Fund Growth Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To maximise total return from both capital appreciation and income through an actively managed portfolio of equities and fixed interest investments, focusing on growth companies and special situations, mainly in the UK. The objective of the Fund is to maximise returns whilst maintaining a balance between capital appreciation and income. The investment policy of the Fund is to invest mostly in UK equities and equity type investments of companies listed on the UK stock exchange or which, in the opinion of the ACD, carry on a substantial part of their operations in the UK. Equity type investments will 29
30 include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund may also invest in fixed interest securities as well as in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned. In particular, each of the Trust and the Receiving Fund invest in a relatively concentrated portfolio of shares of companies listed on the UK stock market. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in obtaining exposure to equity markets through a diversified fund. Investors must have experience with volatile products and be able to accept temporary losses. The Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. 30 The Fund is intended for investors who wish to participate in the potential capital growth opportunities afforded by investing in an actively managed portfolio of mainly UK equities. The diversified nature of the portfolio makes it suitable for investors wishing to achieve a broad spread of UK equity exposure. The investor must be able to accept significant temporary losses due to the volatile nature of equity markets, and should therefore have an investment time
31 horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) Ret Acc Ret Inc Plat 1 Acc Initial Charge 5.25% 5.25% 5.25% 4.00% 4.00% Nil Annual Management Charge / Periodic Charge Platform Dealing Charge 1.50% 1.50% 0.75% 1.50%* 1.50%* 0.75%* *(taken from capital.) N/A N/A N/A 0.05% (taken from capital.) OCF 1.60% 1.59% 0.90% 1.62% 1.62% 0.92% Exit Charge None Minimum initial lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of 31 The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital
32 the assets held by the Trust. growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 31 March 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 31 March and 30 September. Any distributions are made on 31 May and 30 November. Income is accumulated or distributed quarterly on 31 January, 30 April, 31 July and 31 October. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 32
33 Standard Life Investments Ignis Corporate Bond Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis Corporate Bond Fund Corporate Bond Fund Type Authorised unit trust Newly created sub-fund of an openended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To produce income and capital growth by investing in UK fixed interest securities (which includes corporate bonds) and Gilts (with the provision to invest up to 15% of the portfolio in fixed interest securities outwith the UK). The Trust may also invest in other transferable securities, money market instruments, cash and near cash, deposits and units in collective investment schemes. Derivatives may also be used The objective of the Fund is to provide a return from income and capital appreciation. The investment policy of the Fund is to invest mostly in sterling fixed interest securities issued by corporations. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives (for the purposes of efficient portfolio management (including 33
34 for efficient portfolio management. Use may be made of stock lending, borrowing and hedging powers. hedging)) and collective investment schemes. Investment Strategy While the Trust and the Receiving Fund have similar strategies of investing mostly in sterling investment grade corporate bonds the investment policies do differ slightly. We believe, however, that the investment policy of the Receiving Fund more precisely reflects the nature of the fund. General investment & borrowing powers The funds may each generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS May invest more than 35% of the value of its property in government and public securities issued by the Government of the United Kingdom and Northern Ireland. Not applicable. Investor Profile The Standard Life Investments Ignis Corporate Bond Fund is suitable for investors who are interested in obtaining exposure to bond markets (investment grade) through a diversified fund with the option to take quarterly withdrawals. It is suitable for investors with a lower tolerance of risk. Experience with equity market based products is not required. The investor must be able to accept moderate temporary losses. This Trust is suitable for investors who can afford to set aside capital for at least 5 years. 34 The Fund is intended for investors who wish to participate in the potential return afforded by investing in an actively managed portfolio of mainly investment grade corporate assets, with some exposure to higher yielding securities. The diversified nature of the portfolio makes it suitable for investors wishing to achieve a broad spread of mainly corporate bond exposure, which provides a degree of protection from default risk, and who do not desire a high degree of stock specific risk. Whilst the income generated should remain relatively stable, the investor must be able to accept some fluctuations in the income due to the higher risk nature of some of the securities held in the fund. The investor must also be able to accept temporary capital losses due to the volatile nature of the markets in which the Fund invests, and should therefore have an investment
35 time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) I (Inc) Ret Acc Ret Inc Plat Plat 1 1Acc Inc Initial Charge 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% Nil Nil Annual Management Charge / Periodic Charge Platform Dealing Charge 1.10% 1.10% 0.5% 0.50% 1.10%* 1.10%* 0.5%* 0.5%* (* taken from capital.) N/A N/A N/A 0.05%* 0.05%* (*taken from capital.) OCF 1.23% 1.19% 0.53% 0.53% 1.23% 1.19% TBA TBA Exit Charge None. Minimum initial lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 1,000, (unless 2,000,000 investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution for acc units only) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.16% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of 35 The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital
36 the assets held by the Trust. growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 15 August 28 February (29 February in a leap year) Income Income is accumulated on 15 November, 15 February, 15 May and 15 August. Any distributions are made on 15 January, 15 April, 15 July and 15 October. Income is accumulated or distributed quarterly on 31 January, 30 April, 31 July and 31 October. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 36
37 Standard Life Investments Ignis European Growth Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis European European Equity Growth Fund Growth Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To achieve maximum capital growth mainly through investment in ordinary shares and/or fixed interest securities in Europe. There is no restriction on the economic sectors in which investments may be made, but geographically investments are restricted to Europe The objective of the Fund is to provide capital appreciation. It is intended that income will not be a prime consideration. The investment policy of the Fund is to invest mostly in equities and equity type investments of companies listed on the main European markets or which, in the opinion of the ACD, carry on a significant part of their operations in Europe (including the UK). Up to 10% of the 37
38 Fund may be invested in smaller emerging European markets, as included in the MSCI Emerging Markets Index from time-to-time. Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned. Both the Trust and the corresponding Receiving Fund are managed against an equity index peer group and both have a European equity focus as the primary investment policy. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in obtaining exposure to equity markets through a diversified fund. Investors must have experience with volatile products and be able to accept temporary losses. This Trust is suitable 38 The Fund is intended for investors who wish to participate in the potential capital growth opportunities afforded by the main European markets (currently excluding the UK). The nature of the portfolio affords investors a focused
39 for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. investment approach, with an emphasis on stock selection whilst affording proper diversification of mainly European Equity exposure. The investor must be able to accept significant temporary losses due to the volatile nature of equity and currency markets, and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) Ret Acc Ret Inc Platform 1 Initial Charge 5.25% 5.25% 5.25% 4.00% 4.00% Nil Acc Annual 1.50% 1.50% 0.75% 1.50% 1.50% 0.75% Management Charge / Periodic Charge Platform Dealing N/A N/A N/A 0.05% Charge OCF 1.70% 1.63% 0.90% 1.66% 1.66% 0.96% Exit Charge None. Minimum initial lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 1,000, (unless 2,000,000 investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction The ad valorem rate ranges from % to 0.50% per annum. 39 The ad valorem rate ranges from % to 0.35% per annum.
40 Charges In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 28 February (29 February in a leap year) and 31 August. Income is accumulated or distributed annually on 30 April. Any distributions are made on 30 April and 31 October. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 40
41 Standard Life Investments Ignis European Smaller Companies Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis European Europe ex UK Smaller Companies Fund Smaller Companies Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category UCITS Domicile United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy The investment objective of the Trust is to achieve long term capital growth through investing primarily in the equity of smaller companies domiciled in Continental Europe (excluding the UK) or with significant Continental European operations. There is no restriction on the economic sectors in which investments may be made nor does the Trust concentrate on any particular country. The Trust will invest in a concentrated portfolio of high conviction stocks. The objective of the Fund is to provide capital appreciation. It is intended that income will not be a prime consideration. The investment policy of the Fund is to invest primarily in equities and equity type investments of smaller companies listed on European markets (which might include emerging markets of Europe), excluding the UK, or companies that derive a significant proportion of their revenues or profits from European 41
42 Investments will be selected across the range of smaller company stocks with the power to invest in the lower end of mid cap. The Manager will however have regard to liquidity and tracking error. The Trust may invest in transferable securities, units in collective investment schemes, money market instruments and deposits. The Trust may invest in derivatives and forward transactions for the purpose of efficient portfolio management, including the use of hedging techniques. It is expected that liquidity in the Trust will range between 0-10%. As the Manager has the discretion to instruct the Trustee to borrow up to 10% of the value of the property of the Trust, this facility may be used to help manage liquidity. operations or have a significant proportion of their assets there. Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives (for the purposes of efficient portfolio management (including hedging)) and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned. General investment & borrowing powers The Trust and the Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in obtaining capital growth by exposure to European equities through a concentrated portfolio. Class A units are suitable for retail investors and Class I units are suitable for institutional investors. Investors should already have equity exposure within a balanced portfolio and understand the higher risk associated with a concentrated portfolio. Investors must be able to accept 42 The Fund it is intended for investors who wish to participate in the potential capital growth opportunities afforded by investing in an actively managed portfolio of primarily smaller companies from European equity markets (which might include emerging markets of Europe), excluding the UK. The focused nature of the portfolio makes it suitable for investors who are willing to accept a relatively high degree of stock specific
43 significant temporary losses and therefore this Trust is suitable for investors who can afford to set aside their capital for at least 5 years. The Trust is therefore not suitable for investors who require ready access to their capital. An investment in the Trust should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. The Trust is not suitable for investors who require ready access to their capital. An investment in the Trust should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. risk. The investor must be able to accept significant temporary losses due to the volatile nature of this area of European equity markets, and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) I (Acc) Ret Acc Plat 1 Acc Initial Charge 5.25% 5.25% 5.25% Nil Annual 1.50% 0.75% 1.50% 0.75% Management Charge / Periodic Charge Platform Dealing N/A N/A 0.05% Charge OCF 1.66% 0.94% 1.66% TBA% Exit Charge None. Minimum initial lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 1, (lump sum); 50,000 in any 50 (regular 50 (regular Fund monthly monthly contribution) contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary million: 0.02% per annum million: 0.015% per annum Fee 100 million plus: 0.01% per annum 105 million million: % per annum 43
44 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 31 August 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 28 February and 31 August. Any distributions are made on 1 March and 1 September. Income is accumulated or distributed semi-annually on 30 April and 31 October. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 44
45 Standard Life Investments Ignis Global Growth Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis Global Global Equity Unconstrained Fund Growth Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To achieve maximum capital growth in sterling terms by investing primarily in securities of quoted companies on a global basis which are considered undervalued. There is no restriction on the economic sectors in which investments may be made. The objective of the Fund is to provide capital appreciation. It is intended that income will not be a prime consideration. The investment policy of the Fund is to invest mostly in global equities and equity type investments. Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to 45
46 subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund will not be restricted by index weightings, sector constraints or company size. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in specialised equity markets and who are aware of the risks. Investors must have experience with volatile products and must be able to accept high temporary losses. This Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. 46 The Fund is intended for investors who wish to participate in the potential capital growth opportunities afforded by global markets. The nature of the portfolio affords investors a focused investment approach, with an emphasis on stock selection whilst affording proper diversification of mainly global equity exposure. The investor must be able to accept significant temporary losses due to the volatile nature of equity and currency markets, and should therefore have an investment time horizon of at least 5 years.
47 Unit/Share Type A (Acc) A (Inc) I (Acc) Ret Acc Ret Inc Plat 1 Acc Initial Charge 5.25% 5.25% 5.25% 4.00% 4.00% Nil Annual 1.50% 1.50% 0.75% 1.60% 1.60% 0.85% Management Charge / Periodic Charge Platform Dealing N/A N/A N/A 0.05% Charge OCF 1.69% 1.59% 0.97% 1.72% 1.72% 1.02% Exit Charge None. Minimum initial lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product % per annum (plus VAT if any) of the net asset value of each share class.
48 Accounting period ends 31 May 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 31 May and 30 November. Income is accumulated or distributed annually on 30 April. Any distributions are made on 31 January and 31 July. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 48
49 Standard Life Investments Ignis High Income Bond Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis High Higher Income Fund Income Bond Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To achieve a yield in excess of that available through traditional corporate bonds and to pursue a policy of active management through a diversified portfolio and rigorous stock selection to control the impact of credit risk on capital values. The Trust will invest primarily in UK corporate bonds but investments are likely to be held in overseas bonds with any currency exposure managed to reduce the risk of currency loss. The Trust is The objective of the Fund is to provide a high level of income. Capital appreciation is of secondary importance. The investment policy of the Fund is to invest mostly in Sterling and Euro denominated high yielding corporate bonds to give a significantly higher income than that generally available on UK Government bonds. The Fund may also invest in Government and public 49
50 also likely to hold some UK Gilts from time to time as an aid to liquidity. securities and other interest bearing securities anywhere in the world as well as other transferable securities, moneymarket instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The Trust invests mostly in Sterling denominated bonds. The Fund invests mostly in Sterling and Euro denominated bonds. This broader investment universe offers a greater opportunity set along with potential diversification benefits. Currency exposure from non-sterling bonds will typically be hedged back to Sterling. Notwithstanding the differences in investment strategy, we believe that the corresponding Receiving Fund (Higher Income Fund) offers comparatively more advantages given the potentially wider investment universe. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS May invest more than 35% of the value of the scheme property in government and public securities issued by: Not applicable. any member state of the European Economic Area; Canada; the United States; Japan; Australia; New Zealand; Switzerland; World Bank; European Investment Bank; European Bank for Reconstruction and Development; International Finance Corporation; Inter- American Development Bank; and certain 50
51 other UK local authorities listed in the Prospectus. Up to 30% in value of the scheme property may consist of such securities of any one issue and must include of at least six different issues. Investor Profile The Trust is suitable for investors who are interested in obtaining exposure to bond markets (both investment grade and non-investment grade) through a diversified fund with the option to take monthly withdrawals. Investors must have experience with volatile products and be able to accept temporary losses. This Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. The Fund is intended for investors who wish to participate in the potential to achieve a high level of income through exposure to a portfolio of mainly high yielding corporate bonds. The nature of the portfolio affords investors a focused investment approach, whilst affording proper diversification of mainly high yield corporate bond exposure, with an emphasis on individual credit analysis. Due to the volatile nature of the assets held and the corresponding risk of default, the investor must be able to accept significant temporary losses to their capital and the possibility of fluctuations in the income level, and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) I (Inc) Ret Acc Ret Inc Plat 1 Plat 1 Acc Inc Initial Charge 4.25% 4.25% 4.25% 4.25% 4.00% 4.00% Nil Nil Annual 1.25%* 1.25%* 0.60%* 0.60%* 1.00% 1.00% 0.60% 0.60% Management Charge / Periodic (* taken from capital.) Charge Platform Dealing N/A N/A N/A 0.05% 0.05% Charge OCF 1.37% 1.38% 0.69% 0.70% 1.10% 1.10% 0.75% 0.75% Exit Charge None. Minimum initial lump sum investment Minimum subsequent lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 (at least 100 per Trust) 1,000, (unless investing monthly) 2,000,000 Class A Class I Retail Shares Platform 1 Shares 250 (lump sum); 1, (lump sum); 50,000 in any 50 (regular 50 (regular Fund 51
52 monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 15 September 28 February (29 February in a leap year) Income Income is accumulated on the 15 th of each month. Any distribution is made on the 15 th of the second month following the month it was allocated. Income is accumulated or distributed quarterly on 31 January, 30 April, 31 July and 31 October. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 52
53 Standard Life Investments Ignis Managed Portfolio Fund Feature Trust Fund Name Standard Life Investments Ignis Managed MyFolio Managed IV Fund Portfolio Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category NURS Domicile United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:00 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy The Trust aims to maximise long-term capital growth opportunities by investing in other collective investment schemes in any economic sector in any geographic area through investments as permitted from time to time for a non-ucits retail scheme but mainly those funds managed or operated within the Standard Life group of companies. The Fund aims to provide a total return from a combination of income and capital appreciation over the longer term. The current policy of the Fund is to invest mainly in a range of collective investment schemes managed or operated within the Standard Life group of companies to achieve a broad exposure to diversified investments, 53
54 including equities, fixed and variable rate interest bearing securities and immoveable property. The Fund may also invest in transferable securities, money-market instruments, deposits, cash and near cash. Typically, the Fund will have a preference to those assets providing potential for growth, such as equities. Investment Strategy The Trust invests through other funds, as a fund of funds, and is managed against the Investment Association s Mixed Investment 40-85% Shares sector. The Fund is managed as a fund of funds but the primary aim is to manage risk and optimise the return for the level of risk it is taking on. The Fund has typically held a high level of equity exposure that sits within the 40-85% range along with exposure to a number of other asset classes such as fixed interest and real estate to diversify and manage risk. It is not managed against any Investment Association sector. Notwithstanding the differences in investment strategy, we believe that the corresponding Receiving Fund (MyFolio Managed IV Fund) is the most closely aligned fund to the Trust within the Standard Life Investments Fund Range. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. The range of eligible CIS is more The Fund will invest mainly in CIS. restricted than that currently permitted The Fund may invest in any CIS under the COLL Sourcebook. currently permitted under the COLL Sourcebook. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in obtaining exposure to equity markets through a diversified fund. The investor must have experience with volatile products and be able to accept temporary losses. The Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years. Investors should be able to accept temporary losses and already have a widely diversified portfolio. 54 The Fund is intended for investors who wish to participate in the opportunity to achieve a competitive level of total return from a combination of capital appreciation and income over the longer term by investing in an actively managed portfolio of collective investment schemes which themselves invest in equities, fixed and variable rate interest bearing securities and immoveable property. The diversified
55 nature of the underlying portfolio makes it suitable for investors wishing to achieve a broad spread of exposure. The investor must be able to accept significant temporary losses to capital due to the volatile nature of equity, bond, property and currency markets and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) Ret Acc Initial Charge 5.25% 5.25% 4.00% Annual 1.50% 1.50% 1.15% Management Charge / Periodic Charge OCF 1.65% 1.57% 1.97% Exit Charge None. Minimum initial lump sum investment (unless investing monthly) Minimum subsequent lump sum investment 250 (lump sum); 50 (regular monthly contribution) 50 (regular monthly contribution) Minimum partial redemption Minimum holding (unless investing monthly) Trustee/Depositary Fee million: % per annum 100 million plus: % per annum million: % per annum 100 million million: 0.008% per annum 500 million+: 0.004% Subject to a minimum annual fee of 5,000. Custody and Transaction Charges The ad valorem rate ranges from % to 0.16% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. 55 The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction.
56 These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 15 September 30 June Income Income is accumulated semi-annually on 15 March and 15 September. Income is accumulated or distributed annually on 31 October. Any distributions are made on 15 May and 15 November. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 56
57 Standard Life Investments Ignis Pacific Growth Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis Pacific Asian Pacific Growth Fund Growth Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To achieve maximum capital growth through investment principally in the Far East and the Pacific Basin, but always excluding any investment in Japan The objective of the Fund is to provide capital appreciation. It is intended that income will not be a prime consideration. The investment policy of the Fund is to invest mostly in equities and equity type investments of companies other than Japanese companies listed on any stock exchange in the Asia/Pacific Basin Area or which, in the opinion of the ACD, carry on a significant part of their 57
58 operations in the Asia/Pacific Basin Area. Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in specialised equity markets and who are aware of the risks. Investors must have experience with volatile products and must be able to accept high temporary losses. This Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. 58 The Fund is intended for investors who wish to participate in the potential capital growth opportunities afforded by the main Asian Pacific (currently excluding Japan) markets. The nature of the portfolio affords investors a focused investment approach, whilst affording proper diversification of mainly Asian Pacific Equity exposure. The investor must be able to accept significant temporary losses due to the volatile
59 nature of equity and currency markets, and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) Ret Acc Ret Inc Plat 1 Acc Initial Charge 5.25% 5.25% 5.25% 4.00% 4.00% Nil Annual 1.50% 1.50% 0.75% 1.50% 1.50% 0.75% Management Charge / Periodic Charge Platform Dealing N/A N/A N/A 0.05% Charge OCF 1.73% 1.78% 1.00% 1.90% 1.90% 1.20% Exit Charge None. Minimum initial lump sum investment Class A Class I Retail Shares Platform 1 Shares 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1 Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1 Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1 Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate 59 The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from
60 number of transactions and the value of the assets held by the Trust. capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 15 October 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 15 April and 15 October. Income is accumulated or distributed annually on 30 April. Any distributions are made on 15 June and 15 December. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 60
61 Standard Life Investments Ignis Smaller Companies Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis Smaller UK Smaller Companies Fund Companies Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category UCITS Domicile United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To achieve maximum capital growth from investing principally in UK smaller companies. The objective of the Fund is to provide capital growth over the longer term through investment in smaller companies in the UK Equity market. It is intended that income will not be a prime consideration. The investment policy of the Fund is to invest mostly in smaller companies in the UK Equity market (excluding Investment Trusts). Investments can be made in 61
62 equities and equity type investments of companies listed on a UK stock exchange or which, in the opinion of the ACD, carry on a substantial part of their operations in the UK. Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The focus of the Trust is towards the very bottom end of the company size scale where it mainly invests in the bottom 3% of the UK market by market capitalisation. The Fund mainly invests in the bottom 10% of the UK market by market capitalisation, thus having a broader remit on the size of company in which it can invest. Notwithstanding the differences in investment strategy, we believe that the corresponding Receiving Fund (UK Smaller Companies Fund) offers comparatively more advantages given the potentially wider investment universe. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of COLL and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in specialised equity markets and who are aware of the risks. Investors must have experience with volatile products and must be able to accept high temporary losses. The Trust is 62 The Fund is intended for investors who wish to participate in the potential capital growth opportunities afforded by investing in an actively managed portfolio of mainly small companies in the UK Equity Market. The focused nature of the
63 suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. portfolio makes it suitable for investors who are willing to accept a relatively high degree of stock specific risk. The investor must be able to accept significant temporary losses due to the volatile nature of the UK equity markets, and should therefore have am investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) Ret Acc Ret Inc Plat 1 Acc Initial Charge 5.25% 5.25% 5.25% 4.00% 4.00% Nil Annual 1.50% 1.50% 0.75% 1.60% 1.60%* 0.85% Management Charge / Periodic Charge (*taken from capital.) Platform Dealing N/A N/A N/A 0.05% Charge OCF 1.64% 1.59% 0.84% 1.69% 1.69% 0.99% Exit Charge None. Minimum initial lump sum investment Class A Class I Retail Shares Platform 1Shares 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum) 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. 63 The ad valorem rate ranges from % to 0.35% per annum.
64 In addition, the Custodian makes a transaction charge which currently ranges from per transaction. These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 30 April 28 February (29 February in a leap year) Income Income is accumulated semi-annually on 30 April and 31 October. Income is accumulated or distributed annually on 30 April. Any distributions are made on 30 June and 31 December. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) 64
65 Standard Life Investments Ignis UK Equity Income Fund Feature Trust Receiving Fund Name Standard Life Investments Ignis UK UK Equity High Income Fund Equity Income Fund Type Authorised unit trust Sub-fund of an open-ended investment company Category Domicile UCITS United Kingdom Manager/ACD Standard Life Investments (Mutual Funds) Limited Investment Adviser Standard Life Investments Limited Trustee/Depositary Citibank International Limited Custodian HSBC Bank Plc Citibank N.A. Dealing Days 9:00 am to 5:30 pm on any day that the London Stock Exchange is open other than a weekend day, bank holiday or any other special concessionary holiday or other day that the London Stock Exchange is not operating normal business hours ( Business Day ). 9:00 am to 5:30 pm on Monday to Friday. The ACD s offices are closed for dealing in 2015 on 24 December (from 12:30), 25 December and 28 December ( Business Day ). Pricing Basis Forward dual priced Forward single priced A Dilution Adjustment may be applied in certain circumstances. Valuation point 12:00 noon each Business Day 7:30 am on each Business Day Base Currency Pounds sterling Investment objective and policy To produce a higher yield than is generally attainable from an equity based fund investing mainly in the UK and to make distributions on a quarterly basis. 65 The objective of the Fund is to provide a high level of income with some capital appreciation over the longer term. The investment policy of the Fund is to invest in the UK mostly in high yielding equities and equity type investments of companies listed on a UK stock exchange or which, in the opinion of the ACD, carry on a substantial part of their operations in the UK. A significant proportion of the Fund may be invested in
66 fixed interest securities. Equity type investments will include convertible stocks, stock exchange listed warrants, Depositary Receipts and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the ACD, influenced significantly by the stock market performance of the company s ordinary shares. The Fund may also invest in other transferable securities, money-market instruments, deposits, cash and near cash, derivatives and collective investment schemes. Investment Strategy The investment strategy for your Trust and your Receiving Fund is highly aligned. In particular, each seek to provide income by typically investing in a relatively concentrated portfolio of shares of companies listed on the UK stock market. General investment & borrowing powers The Trust does not take advantage of the wider investment and borrowing powers under the COLL Sourcebook and is limited to the more restrictive powers of investment applicable to a Securities Scheme. The Fund may generally make use of the wider investment and borrowing powers applicable to a UCITS scheme under the COLL Sourcebook. Derivatives EPM only Eligible securities and derivatives markets Investment in other CIS Regulated markets as defined for the purposes of the COLL Sourcebook and such other markets as are listed from time to time in the prospectus. Not more than 10% of scheme property in units of any other CIS. GAPS Not applicable. Investor Profile The Trust is suitable for investors who are interested in specialised equity markets and who are aware of the risks. Investors must have experience with volatile products and must be able to accept high temporary losses. This Trust is suitable for investors who can afford to set aside the invested capital for at least 5 years and who already have a widely diversified portfolio. 66 The Fund is intended for investors who wish to participate in the opportunity to achieve a high level of income with the potential of some capital appreciation afforded by investing in an actively managed portfolio of mainly high yielding UK equities. The concentrated nature of the portfolio makes it suitable for investors who are willing to accept a moderate degree of stock specific risk.
67 The investor must be able to accept significant temporary losses due to the volatile nature of equity markets, and should therefore have an investment time horizon of at least 5 years. Unit/Share Type A (Acc) A (Inc) I (Acc) I (Inc) Ret Acc Ret Inc Plat 1 Plat 1 Acc Inc Initial Charge 5.25% 5.25% 5.25% 5.25% 4.00% 4.00% Nil Nil Annual 1.50% 1.50% 0.75% 0.75% 1.50% 1.50% 0.75% 0.75% Management Charge / Periodic Charge* Platform Dealing N/A N/A N/A 0.05%* 0.05%* Charge OCF 1.65% 1.62% 0.81% 0.82% 1.59% 1.59% 0.89% 0.89% Exit Charge None Minimum initial lump sum investment Class A Class I Retail Shares Platform 1Shares 500 (at least 100 1,000, (unless 2,000,000 per Trust) investing monthly) Minimum Class A Class I Retail Shares Platform 1Shares subsequent lump sum investment 250 (lump sum); 50 (regular 1, (lump sum); 50 (regular 50,000 in any Fund monthly contribution) monthly contribution) Minimum partial Class A Class I Retail Shares Platform 1Shares redemption 100 1, ,000 in any Fund Minimum holding Class A Class I Retail Shares Platform 1Shares 250 1,000, (unless 50,000 investing monthly) Trustee/Depositary Fee million: 0.02% per annum 100 million plus: 0.01% per annum million: 0.015% per annum 105 million million: % per annum 300 million million: % per annum 500 million - 1 billion: % 1 billion+: Nil Custody and Transaction Charges The ad valorem rate ranges from % to 0.50% per annum. In addition, the Custodian makes a transaction charge which currently ranges from per transaction. 67 The ad valorem rate ranges from % to 0.35% per annum. In addition, the Custodian makes a transaction charge which currently ranges from 5-70 per transaction.
68 These charges are based on the aggregate number of transactions and the value of the assets held by the Trust. Transaction charges will be taken from capital and this may constrain capital growth. Registrar Fee Fixed fee of per annum per unitholder per product 0.08% per annum (plus VAT if any) of the net asset value of each share class. Accounting period ends 31 December 28 February (29 February in a leap year) Income Income is accumulated quarterly on 31 March, 30 June, 30 September and 31 December. Income is accumulated or distributed semi-annually on 30 April and 31 October. Any distributions are made on 28 February, 31 May, 31 August and 30 November. Publication of prices Published each Business Day on This information can also be obtained by calling the Manager/ACD on (or +44 (0) from outwith the UK) * (taken from capital.) 68
69 Part 3 Performance Data (Please Note: in this table we have used the abbreviation SLII for Standard Life Investments Ignis ) Total Return July-15 SLII American Growth Fund American Equity Unconstrained Fund SLII Balanced Growth Fund UK Equity High Alpha Fund SLII Corporate Bond Fund Corporate Bond Fund This sub-fund is being launched on the Effective Date and accordingly there is no past performance data available. The KIID for this newly created sub-fund will however show the past performance data for the SLII Corporate Bond Fund for the period up until the Effective Date. SLII European Growth Fund European Equity Growth Fund SLII European Smaller Companies Fund Europe ex UK Smaller Companies Fund This sub-fund is being launched on the Effective Date and accordingly there is no past performance data available. The KIID for this newly created sub-fund will however show the past performance data for the SLII European Smaller Companies Fund for the period up until the Effective Date. SLII Global Growth Fund Global Equity Unconstrained Fund SLII High Income Bond Fund Higher Income Fund SLII Managed Portfolio Fund* MyFolio Managed IV Fund* n/a *The SLII Managed Portfolio Fund aims to outperform the Investment Association Mixed Investment 40-85% Shares Sector peer group, while the MyFolio Managed IV Fund aims to maximise returns for the level of risk it is taking on. Given these different aims, the performance of the two funds is not directly comparable. SLII Pacific Growth Fund Asian Pacific Growth Fund SLII Smaller Companies Fund UK Smaller Companies Fund SLII UK Equity Income Fund UK Equity High Income Fund Source: Morningstar. The above figures are on a bid to bid basis for the class A Accumulation Units, in respect of the Trusts, and the retail Accumulation Shares in respect of the Receiving Funds. Performance in columns headed 2011, 2012, 2013 and 2014 shows total return for the respective year-end. Performance in the column headed 31 July 15 shows total return for the year to 31 July Past performance is not a guarantee of future returns. The value of investments may go down as well as up and you may receive back less than you invested. Unlike a bank or building society your capital and income received from it is not guaranteed. 69
70 Appendix 5 Procedure for the Meetings The Scheme (insofar as it relates to your Trust) needs to be approved by an extraordinary resolution of a Meeting of Unitholders in your Trust. A Notice convening the Meeting of your Trust setting out the resolution to approve the Scheme is set out in Appendix 6. Quorum The quorum for the Meeting of your Trust is two Unitholders present in person or by proxy. If a quorum is not present within 15 minutes after the time appointed for the meeting the meeting will be adjourned. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting one person entitled to be counted in a quorum present at the meeting shall be a quorum. Chairman Citibank International Limited, the Trustee, has appointed Lynn Scott (or failing her any other duly appointed representative of the Manager) to be chairman of each of the Meetings and any adjournment thereof. Voting The resolution to be proposed at the Meeting of your Trust will be proposed as an Extraordinary Resolution and must be carried by a majority in favour of not less than 75% of the votes validly cast at the Meeting (persons who are Unitholders in the Trust on 4 September 2015, but excluding persons who are known to the Manager not to be Unitholders at the time of the meeting, are entitled to vote and be counted in the quorum) in respect of those Units. Once passed an Extraordinary Resolution is binding on all Unitholders in the relevant Trust. In view of the importance of the proposal, the chairman of the Meeting of your Trust will order a poll to be taken in respect of the resolution. On a poll, the voting rights attached to each Unit are such proportion of the voting rights attached to all of the Units in issue that the price of the Unit bears to the aggregate price of prices of all Units in issue. A Unitholder entitled to more than one vote on a poll need not, if he votes, use all his votes or cast all the votes he uses the same way. The Manager may not be counted in the quorum for the Meeting. Neither the Manager nor any associate of the Manager is entitled to vote at the meeting except in respect of Units which the Manager or an associate holds on behalf of, or jointly with, a person who, if the registered Unitholder, would be entitled to vote and from whom the Manager or associate has received voting instructions. On a poll Unitholders may vote either in person or by proxy. For Units held jointly the vote of the senior Unitholder who votes must be accepted to the exclusion of the other joint Unitholders. For this purpose seniority must be determined by the order in which the names stand in the Register of Unitholders. Documents available for inspection Copies of the following documents are available for inspection at the registered address of the Manager, 1 George Street, Edinburgh EH2 2LL during normal business hours on weekdays until the date of the Meeting or of any adjourned meeting. 1. The letter from Citibank International Limited to the Manager referred to under Consents and Clearances in Appendix 3; 2. Undertakings; 3. The letters from the Financial Conduct Authority to the Manager and the ACD referred to under Consents and Clearances in Appendix 3; 4. The letters from HMR&C to the Manager referred to under Consents and Clearances in Appendix 3; 70
71 5. The relevant Trust Deeds of each Trust; 6. The current prospectus of each Trust; 7. A copy of the last annual and half-yearly report and accounts of each Trust; 8. The current and a draft of the amended Prospectus and Instrument of Incorporation of each Company; 9. The current KIIDs or NURS-KII (as appropriate) for the relevant Share classes of the Receiving Funds which will be allocated if the Scheme (insofar as it relates to your Trust) is approved; 10. The current OEIC Regulations and the COLL Sourcebook. 71
72 Appendix 6 Standard Life Investments Ignis American Growth Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis American Growth Fund, a UK authorised unit trust (the Trust ) will be held at 10am on 8 October 2015 at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the American Equity Unconstrained Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis American Growth Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 72
73 Standard Life Investments Ignis Balanced Growth Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis Balanced Growth Fund, a UK authorised unit trust (the Trust ) will be held at 10.15am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis American Growth Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the UK Equity High Alpha Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis Balanced Growth Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 73
74 Standard Life Investments Ignis Corporate Bond Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis Corporate Bond Fund, a UK authorised unit trust (the Trust ) will be held at 10.30am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis Balanced Growth Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the Corporate Bond Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis Corporate Bond Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 74
75 Standard Life Investments Ignis European Growth Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis European Growth Fund, a UK authorised unit trust (the Trust ) will be held at 10.45am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis Corporate Bond Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the European Equity Growth Fund (a subfund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis European Growth Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 75
76 Standard Life Investments Ignis European Smaller Companies Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis European Smaller Companies Fund, a UK authorised unit trust (the Trust ) will be held at 11am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis European Growth Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the Europe ex UK Smaller Companies Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis European Smaller Companies Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 76
77 Standard Life Investments Ignis Global Growth Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis Global Growth Fund, a UK authorised unit trust (the Trust ) will be held at 11.15am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis European Smaller Companies Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the Global Equity Unconstrained Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis Global Growth Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 77
78 Standard Life Investments Ignis High Income Bond Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis High Income Bond Fund, a UK authorised unit trust (the Trust ) will be held at 11.30am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis Global Growth Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the Higher Income Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis High Income Bond Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 78
79 Standard Life Investments Ignis Managed Portfolio Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis Managed Portfolio Fund, a UK authorised unit trust (the Trust ) will be held at 11.45am on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis High Income Bond Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the MyFolio Managed IV Fund (a sub-fund of Standard Life Investment Company III, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis Managed Portfolio Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 79
80 Standard Life Investments Ignis Pacific Growth Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis Pacific Growth Fund, a UK authorised unit trust (the Trust ) will be held at 12 noon on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis Managed Portfolio Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the Asian Pacific Growth Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis Pacific Growth Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 80
81 Standard Life Investments Ignis Smaller Companies Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis Smaller Companies Fund, a UK authorised unit trust (the Trust ) will be held at 12.15pm on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis Pacific Growth Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the UK Smaller Companies Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis Smaller Companies Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 81
82 Standard Life Investments Ignis UK Equity Income Fund Notice of Extraordinary General Meeting Notice is hereby given that an Extraordinary General Meeting of Unitholders of the Standard Life Investments Ignis UK Equity Income Fund, a UK authorised unit trust (the Trust ) will be held at 12.30pm on 8 October 2015 (or as soon thereafter as the Meeting of Unitholders of the Standard Life Investments Ignis Smaller Companies Fund preceding it shall have been concluded or adjourned) at 1 George Street, Edinburgh EH2 2LL to consider and, if thought fit, pass the following resolution which will be proposed as an Extraordinary Resolution: That: The scheme of arrangement (contained in Appendix 2 of the document dated 11 September 2015 addressed by Standard Life Investments (Mutual Funds) Limited (the Manager ) to unitholders in the Trust insofar as applicable to the merger of the Trust with the UK Equity High Income Fund (a sub-fund of Standard Life Investment Company, a UK authorised umbrella investment company with variable capital) (the Scheme ) be and is hereby approved and adopted and, accordingly that: i. the Manager and Citibank International Limited, as trustee of the Trust (the Trustee ) be and are hereby instructed to implement the Scheme on the basis that the Scheme having been carried into effect the Trust be terminated in accordance with the terms and conditions of the Scheme; and ii. upon completion of the termination of the Trust, the Manager and the Trustee be and are hereby authorised to request the revocation of the Order declaring the Trust to be an authorised unit trust scheme under Section 256 of the Financial Services and Markets Act 2000, as amended. By Order of Standard Life Investments (Mutual Funds) Limited As Manager of the Standard Life Investments Ignis UK Equity Income Fund Lynn Scott, Director Registered Office: 1 George Street, Edinburgh EH2 2LL Dated: 11 September 2015 Notes: please read this Notice with the notes at the end of this Appendix 6. 82
83 Notes: These notes should be read with each of the preceding Notices of Meeting. 1. A Unitholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Unitholder. 2. A Proxy Form is enclosed in relation to the Meeting. To be valid, Proxy Forms and any power of attorney or other authority (if any) under which the Proxy Form is signed (or a notarially certified copy thereof) must reach Standard Life Investments (Mutual Funds) Limited, DST Vote Administration, Enterprise House Unit 15, Rolling Mill Road, Jarrow, NE32 3DE not later than 48 hours before the time appointed for the Meeting. 3. The quorum for the Meeting (if it is not to be adjourned) is, subject to Note 5 below 2 Unitholders present in person or by proxy, or in the case of a body corporate, by a duly authorised corporate representative. Unitholders are asked to complete their Proxy Forms as soon as possible. If a quorum is not present within 15 minutes after the time appointed for the Meeting, the Meeting will be adjourned to a date and time at least 7 days later. Not less than 7 days notice will be given of an adjourned meeting and, if a quorum is not present within 15 minutes from the time appointed for that adjourned meeting, one person (entitled to be counted in a quorum) present at the adjourned meeting is a quorum. In the event of an adjourned meeting and unless instructions are received, Proxy Forms received in respect of the first meeting will remain valid for the adjourned meeting. 4. In view of the importance of the Extraordinary Resolution the chairman of the Meeting will call for a poll to be taken in respect of the Extraordinary Resolution. On a poll, the voting rights for each Unit are the proportion of the voting rights attached to all of the Units in issue that the price of the Unit bears to the aggregate price or prices of all of the Units in issue at the date 7 days before the notice of the meeting was sent out. A Unitholder is entitled to more than one vote on a poll and need not, if voting, use all his or her votes or cast all the votes he or she uses in the same way. 5. The Manager is entitled to attend the Meeting but shall not be entitled to vote or be counted in a quorum at the Meeting, nor any adjournment except in respect of Units which it holds on behalf of or jointly with another person who, if he himself was the registered Unitholder, would be entitled to vote and from whom it has received voting instructions. Associates of the Manager holding Units are entitled to be counted in a quorum of a meeting but may only vote in the same circumstances as the Manager. 83
84 Appendix 7 Glossary of Terms used in this document The following definitions apply throughout this document unless the context otherwise requires. Accumulation Shares Accumulation Unit ACD Auditors Business Day CIS Companies COLL Sourcebook Depositary Dilution Adjustment Effective Date EPM Extraordinary Resolution FCA FCA Rules GAPS HMR&C Shares on which income is automatically rolled up in the capital value of the Share and reflected in the price of a Share; An accumulation unit of the relevant Trust (including fractions of an accumulation unit); Standard Life Investments (Mutual Funds) Limited, the authorised corporate director of the Companies; the auditors of the relevant Trust(s) or relevant Company (as the case may be), currently PricewaterhouseCoopers LLP; each weekday excluding UK public holidays; Collective Investment Schemes; Standard Life Investment Company and Standard Life Investment Company III, each a UK authorised investment company with variable capital (and Company shall mean such one of them as the context requires); The Collective Investment Schemes Sourcebook which forms part of the FCA Handbook of Rules and Guidance as amended or re-enacted from time to time; Citibank International Limited, as depositary of each of the Companies; A change to the price of a share/unit in a fund. It is applied by the authorised fund manager to protect existing investors from bearing the costs of buying or selling the underlying investments as a result of large inflows into or outflows from a fund. A dilution adjustment is designed to ensure that departing or incoming investors receive or pay the same price as the authorised fund manager does when selling or purchasing the relevant assets. As such no amount is retained by the authorised fund manager as a result of the application of a dilution adjustment; In relation to each of the Trusts, the effective date of the scheme of arrangement under the Scheme (which, in relation to all of the Trusts except Standard Life Investments Ignis Smaller Companies Fund is expected to be 23 October 2015 and in relation to Standard Life Investments Ignis Smaller Companies Fund is expected to be 27 November 2015 or such other time or times date or dates as may be agreed between the Manager and the Trustee in accordance with Appendix 2 to this document); Efficient Portfolio Management, a technique entered into for one or more of the following specific aims: (i) reduction of risk; (ii) reduction of cost; (iii) generation of additional capital or income for the scheme with a risk level which is consistent with the risk profile of the scheme and the risk diversification rules laid down in the COLL Sourcebook; In respect of each Trust, the resolution set out in the Notice of Meeting of that Trust contained in Appendix 6; The Financial Conduct Authority; The rules contained in the FCA Handbook of Rules and Guidance (including the COLL Sourcebook) (as amended); Government and Public Securities; Her Majesty s Revenue & Customs 84
85 Ignis Funds Income Shares Income Units ISA KIID Manager Meeting The authorised collective investment schemes previously operated and managed by Ignis Fund Managers Limited and effective from 13 July 2015 are now operated and managed by Standard Life Investments (Mutual Funds) Limited; Shares on which income is distributed to Shareholders; Income units of the relevant Trust (including fractions of an income unit); Individual Savings Account; Key Investor Information Document; Standard Life Investments (Mutual Funds) Limited, the authorised fund manager of each of the Trusts; The meeting of Unitholders of the relevant Trust convened by the Notice of Meeting of that Trust; Notice of Meeting In respect of each Trust, the notice of meeting set out in Appendix 6; NURS NURS-KII OCF OEIC OEIC Documents OEIC Regulations Proxy Form Receiving Fund Regulations Retained Amount Scheme Securities Scheme Share Standard Life Investments Fund Non-UCITS retail scheme, a category of authorised collective investment scheme; Non-UCITS retail scheme Key Investor Information; Ongoing Charges Figure, an all-inclusive figure for the running costs of the relevant fund based on a standardised methodology for inclusion and exclusion; An open-ended investment company, being an investment company with variable capital In relation to each of the Companies, the current prospectus and/or instrument of that Company; The Open-Ended Investment Companies Regulations 2001 (as amended); The form enclosed with this document enabling you to permit another to cast a vote on the Extraordinary Resolution on your behalf; In respect of each Trust, the sub-fund specified opposite the name of that Trust in the table in Appendix 1 into which that Trust will merge subject to the terms and conditions of the Scheme; The OEIC Regulations and the COLL Sourcebook; In respect of each Trust, an amount which is estimated by the Manager (after consultation with the Trustee), to be necessary to meet the actual and contingent liabilities of that Trust and which is to be retained by the Trustee for the purpose of discharging those liabilities; The scheme of arrangement (insofar as applicable to the merger of each Trust), which, in its current form, is set out in Appendix 2 to this document; A type of authorised collective investment scheme under Chapter 5A of the Collective Investment Schemes sourcebook which was published by the Financial Services Authority (the predecessor to the Financial Conduct Authority) as part of their handbook of rules and which is dedicated to investment in transferable securities and which can invest not more than 10% in value of the scheme property in unapproved securities, not more than 5% in warrants and not more than 10% in other collective investment schemes. The use of derivatives for this type of scheme is restricted to efficient portfolio management; A share in a Receiving Fund; The range of authorised collective investment schemes operated and managed by Standard Life Investments (Mutual Funds) Limited; 85
86 Range SRRI Trusts Trustee Trust Deed UCITS Units Unitholders your Receiving Fund your Trust your Shares your Units Synthetic Risk and Reward Indicator, being a standardised measurement of the overall risk and reward profile on a risk scale of 1-7. On the left hand of the scale is 1, noted lower risk and typically lower rewards. On the right side of the scale is 7, noted higher risk and typically higher rewards. Typically, the SRRI is derived from the volatility of past returns over a 5-year period; The authorised unit trusts listed in the left-hand column of the table in Appendix 1 and the term Trust or relevant Trust shall mean that one of those trusts as the context requires; Citibank International Limited, as trustee of each of the Trusts; The trust deed (or deeds) governing the relevant Trust; Undertaking for the Collective Investment in Transferable Securities, a category of authorised collective investment scheme; Income Units and/or Accumulation Units (including fractions of a Unit) of the relevant Trust; In relation to a Unit of any Trust, the person entered on the register as the unitholder of that Unit on the date 7 days before this document is sent out but always excluding any person who is known to the Manager not to be a registered unitholder at the time of the meeting in respect of that Trust; In relation to your Trust, the Receiving Fund which is set out opposite the name of your Trust in the table in Appendix 1; Each one of the Trusts of which you are a Unitholder and in respect of which you have received a Proxy Form; Shares to be issued to you under the Scheme in your Receiving Fund; The Units which you hold in your Trust. In addition, where relevant in the context: a) terms which are defined in the FCA Rules shall have the same meaning in this document and the Scheme; b) words denoting the singular shall include the plural and vice versa and words denoting one gender shall include all genders; c) references to any statute or statutory instrument or other regulation or rule shall be deemed to include a reference to such statute or statutory instrument or other regulation or rule as from time to time amended and to any codification, consolidation, re-enactment or restatement thereof as from time to time in force. 86
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