Sarasin Funds Management (Guernsey) Ltd

Transcription

1 Sarasin Funds Management (Guernsey) Ltd Scheme Particulars Sarasin CI GlobalSar - Dynamic (GBP) Sarasin CI GlobalSar - Dynamic (USD) Sarasin CI EquiSar Sterling Global Thematic Fund Sarasin CI EquiSar Dollar Global Thematic Fund Sarasin CI GlobalSar - Income (GBP) Sarasin CI Real Estate Equity (GBP) Sarasin CI Sustainable Equity - Real Estate Global (USD) (collectively known as the Funds)

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3 FSA Recognised Funds This document contains the Scheme Particulars for the Funds valid as at 1st January These Scheme Particulars will be revised at least once in every 12 months and prospective investors should enquire of the Manager whether these Scheme Particulars have been revised or superseded. All applications for Units are deemed to be on the basis of the terms of the latest Scheme Particulars and the relevant Trust Instruments. No persons are authorised to give any information or to make any representation not contained in these Scheme Particulars, or otherwise authorised by the Manager, in connection with matters described herein and, if given or made, such information or representation must not be relied upon as having been authorised. These Scheme Particulars do not constitute an offer by any person within any jurisdiction in which such offer is not authorised or in which the person making such offer is not qualified to do so or to any person to whom making such offer would be unlawful. The Funds are authorised as Class A Collective Investment Schemes by the Guernsey Financial Services Commission (the Commission ) pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 1987 (the Law ) and the rules made thereunder. It must be distinctly understood that in giving such authorisation the Commission takes no responsibility for the financial soundness of any schemes or for the correctness of any of the statements made or opinions expressed with regard to them. Investors are eligible in certain circumstances for the payment of compensation under the Collective Investment Schemes (Compensation of Investors) Rules 1988 made under the Law. The Funds are collective investment schemes which are recognised within the United Kingdom for the purposes of Section 270 Financial Services and Markets Act of the United Kingdom 2000 (the Act ). The Funds are also approved foreign collective investment schemes for distribution in South Africa in accordance with the Collective Investment Schemes Control Act, 2002 ( Control Act ) with the exception of Sarasin CI Sustainable Equity - Real Estate Global. The Manager is an associate member of the Association of Unit Trusts of South Africa. Sarasin CI GlobalSar - Dynamic (GBP) and Sarasin CI EquiSar Sterling Global Thematic Fund have been recognised by the Gibraltar Financial Services Commission under the provisions of Section 26 of the Financial Services Ordinance. Sarasin CI GlobalSar - Dynamic (USD), Sarasin CI EquiSar Dollar Global Thematic Fund, Sarasin CI GlobalSar - Income (GBP), Sarasin CI Real Estate Equity (GBP) and Sarasin CI Sustainable Equity - Real Estate Global (USD) are not recognised and as such Units in those Funds are not available to investors in Gibraltar. These Scheme Particulars are issued by the Manager and the Directors of the Manager are jointly responsible for the information contained in them. To the best of their knowledge and belief the information contained herein is in accordance with the facts and contains no omissions likely to affect the impact of such information. The Directors of the Manager accept responsibility accordingly. If YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THESE SCHEME PARTICULARS YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR. IT SHOULD BE NOTED THAT THE PRICE OF UNITS AND THE AMOUNT OF INCOME DISTRIBUTED OR ACCUMULATED THEREON MAY GO DOWN AS WELL AS UP. PROSPECTIVE INVESTORS SHOULD READ THE RISK WARNINGS WHICH ARE DETAILED ON PAGE % of the Manager s periodic charge and other expenses for Sarasin CI EquiSar Sterling Global Thematic Fund and Sarasin CI EquiSar Dollar Global Thematic Fund and 80% for Sarasin CI GlobalSar - Dynamic (GBP), Sarasin CI GlobalSar - Dynamic (USD), Sarasin CI GlobalSar - Income (GBP), Sarasin CI Real Estate Equity (GBP) and Sarasin CI Sustainable Equity - Real Estate Global (USD) are deducted from the Funds capital, which may constrain future capital growth. In the case of newer funds where their assumed size is not reached immediately, the proportion of charges and expenses allocated to the investment may be higher and the value of the investment may be reduced as a consequence. 3

4 The levels of relief from taxation will depend upon individual circumstances. Please note that current tax levels and reliefs may change and their value will depend on the investor s individual circumstances. The Principal Documents are binding on each Unitholder as if he/she were a party to them. In these Scheme Particulars, unless the context otherwise requires, expressions have the meaning ascribed to them below and, if not defined, have the meaning ascribed to them in the Funds Principal Documents. Definitions Accounting Date: Accounting Date an Annual Accounting Date or Interim Annual Accounting Date: 31st December in each year Accounting Period: the period beginning with an Accounting Date and ending on the day preceding the next Accounting Date Business Day: any day on which banks are open for normal business in Guernsey CIS Rules: the Collective Investment Schemes (Class A) Rules, 2002 Dealing Day: the day on which Units may be issued or redeemed, being every Business Day Interim Accounting Date: 30th June in each year Net Asset Value: the net asset value of the Scheme Property calculated in accordance with the CIS Rules Principal Documents: the Trust Deeds establishing the Funds as described on pages 6 and 7 of these Scheme Particulars Register: the register of unitholders maintained by the Administrator Scheme Property: the property of the Fund comprising both capital and income Unitholder: a person registered as a holder of Units Units: units of a Fund issued either as Accumulation Units or Distribution Units Valuation Point: The valuation point is mid-day (GMT) on each Dealing Day. The Manager The Manager is Sarasin Funds Management (Guernsey) Limited incorporated as a company with limited liability in Guernsey on 22nd January It is a wholly owned subsidiary of Bank Sarasin & Cie, Basel, Switzerland. The Manager s registered office is at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY2 3QL, Channel Islands. The authorised share capital of the Manager is 37,500 shares of 1 Swiss Franc each. All the authorised Shares have been issued and are fully paid. The Directors are: Mr Nils Ossenbrink, Chairman, Director of Bank Sarasin & Cie; Mr Hans-Peter Grossman, Director Sarasin Funds Management (Guernsey) Limited; Mr Guy Matthews, Finance Director, Sarasin & Partners LLP; Mr Ken Gibbs, Director, Sarasin Funds Management (Guernsey) Limited; Mr John Marren, Head of Client Servicing, Northern Trust International Fund Administration Services (Guernsey) Limited; Advocate Ian Kirk, Partner, Collas Day. The Manager is permitted to trade in Units and to satisfy investors applications for Units either from its own holding of Units or by requesting the Trustee to create such Units. Conversely, upon a unitholder wishing to redeem his holding, the Manager may acquire such Units for its own account, or alternatively ask the Trustee to cancel such Units. Whilst the Manager may only trade in such Units on a Dealing Day and at prices calculated in accordance with the CIS Rules, it is under no obligation to account to the Trustee or to any unitholder for any profit it makes on the issue of Units or on the reissue or cancellation of Units which it has repurchased. The Manager is licensed to carry out controlled investment business in the Bailiwick of Guernsey and for the purposes of the Law and the CIS Rules the Manager is the Principal Manager. For the purposes of Section 270(6) of the Act the Manager has appointed Sarasin & Partners LLP of Juxon House,100 St Paul s Churchyard, London EC4M 8BU as its representative in the United Kingdom who has power to act generally for the Manager and to accept service of notice and other documents on its behalf. 4

5 The Investment Advisor The Manager has appointed as the Investment Advisor Sarasin & Partners LLP of Juxon House,100 St Paul s Churchyard, London EC4M 8BU. The Investment Advisor is a member of the same group of companies as the Manager and is a company is authorised and regulated by the Financial Services Authority in the United Kingdom. The Investment Advisor provides advice to the Manager on the selection of investments to be held within the Funds in accordance with an Investment Advisory Agreement dated 30th June The Agreement was extended to include Sarasin CI Real Estate Equity (GBP) by a supplement dated 26th November 2004 and to include Sarasin CI Sustainable Equity - Real Estate Global (USD) by a supplement dated 30 May By the terms of this Investment Advisory Agreement the remuneration of the Investment Advisor is met by the Manager. The Investment Advisory Agreement provides the Investment Advisor discretion over the Fund investments. Conflicts of Interest The Manager, the Investment Advisor and other companies within the Sarasin Group may from time to time act as investment managers or advisors to other funds which follow similar investment objectives to those of the Funds. It is, therefore possible that the Manager and/or the Investment Advisor may, in the course of their business, have potential conflicts of interest with a particular Fund. For example, the Investment Advisor may make investments for other clients or on its own behalf without making the same available to the Funds. Each of the Manager and the Investment Advisor will, however, have regard in such circumstances to its obligations under the Trust Instruments and the Investment Advisory Agreement respectively and, in particular, to its obligation to act in the best interests of the Funds so far as practicable, having regard to its obligations to other clients when undertaking any investment where potential conflicts of interest may arise. The Administrator The Manager has appointed Northern Trust International Fund Administration Services (Guernsey) Limited as the Administrator by agreements dated 30 June 2003, 22 November 2004 and 30 May 2006 ( Administration Agreements ) The Manager has delegated to the Administrator certain of its own responsibilities. The Administrator was incorporated as a company with limited liability in Guernsey on 29 May 1986 having its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL. The Administrator is ultimately a wholly-owned subsidiary of the Northern Trust Corporation. Northern Trust Corporation and its subsidiaries comprise the Northern Trust Group, one of the world s leading providers of global custody and administration services to institutional and personal investors. As at 30 June 2009 the Northern Trust Group s assets under custody and administration totalled in excess of US$3.8 trillion. The Administrator has an authorised, issued and fully paid up share capital of 1,000,000. The Directors of the Administrator are Paul Guilbert, Brian Ovaert, Wilson Leech, Stuart Lawson, Diane Gaudion, John Marren and Vic Holmes, who are all employees of the Northern Trust group. The Trustee The Trustee is BNP Paribas Trust Company (Guernsey) Limited a company which was incorporated with limited liability in Guernsey on 27 October 2000 and whose principal activity is the provision of trustee and custodian services to collective investment schemes. The Trustee is licensed to carry out controlled investment business in the Bailiwick of Guernsey. As at the date of this document the Trustee s issued and paid up share capital is 1 million divided into 1 million shares of 1 each. BNP Paribas Trust Company (Guernsey) Limited is a wholly owned subsidiary of BNP Paribas Securities Services (Holdings) Limited, a company incorporated in the island of Jersey which in turn is ultimately owned by BNP Paribas SA, a company incorporated in France. The registered office of the Trustee is at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA. UK Representative For the purposes of the Act, Sarasin & Partners LLP of Juxon House, 100 St Paul s Churchyard, London EC4M 8BU is the UK Representative. 5

6 South African Host Management The Manager has appointed Prescient Management Company Limited, Prescient House, The Terraces, Steenberg Boulevard, Steenburg Office Park, Cape Town, South Africa as the host management company in compliance with applicable local regulations. Registrar The Registrar is Northern Trust International Fund Administration Services (Guernsey) Limited of Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands. As Registrar, the Administrator maintains the register of Unitholders on behalf of the Trustee in accordance with the Administration Agreements. Auditors The Auditor is KPMG Channel Islands Limited of PO Box 20, New Street, St. Peter Port, Guernsey, Channel Islands. Legal Advisors The Legal Advisors for the Funds on Guernsey regulatory and legal matters are Collas Day, Manor Place, St Peter Port, Guernsey. The Register The Register of Holders is available for inspection by any member of the public during normal business hours at the address of the Registrar, namely Northern Trust International Fund Administration Services (Guernsey) Limited at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands. Constitution Sarasin CI GlobalSar - Dynamic (GBP) The base currency of this Fund is Sterling. This Fund shall be known as Sarasin CI GlobalSar - Dynamic (GBP). This Fund was established by Deed between the Manager and the Original Trustee on 23 January 1991 and authorised as a securities fund by the Commission on 23 January Sarasin CI GlobalSar - Dynamic (USD) The base currency of this Fund is US Dollars. This Fund shall be known as Sarasin CI GlobalSar - Dynamic (USD) This Fund was established by Deed between the Manager and the Original Trustee on 4 January 1993, and authorised as a securities fund by the Commission on 4 January Sarasin CI EquiSar Sterling Global Thematic Fund The base currency of this Fund is Sterling. This Fund shall be known as Sarasin CI Equisar Sterling Global Thematic Fund This Fund was established by Deed between the Manager and the Original Trustee on 6 June 1996 and authorised as a securities fund by the Commission on 7 June Sarasin CI EquiSar Dollar Global Thematic Fund The base currency of this Fund is US Dollars. This Fund shall be known as Sarasin CI EquiSar Dollar Global Thematic Fund This Fund was established by Deed between the Manager and the Trustee on 25 July 2001 and authorised as a securities fund by the Commission on 27 July Sarasin CI Globalsar - Income (GBP) The base currency of this Fund is Sterling. This Fund shall be known as Sarasin CI GlobalSar - Income (GBP). This Fund was established by Deed between the Manager and the Trustee on 3 July 2002 and authorised as a securities fund by the Commission on 8 July Sarasin CI Real Estate Equity (GBP) The base currency of this Fund is Sterling. This Fund shall be known as Sarasin CI Real Estate Equity (GBP) 6

7 This Fund was established by Deed between the Manager and the Trustee on 22 November 2004 and authorised as a securities fund by the Commission on 30 November Sarasin CI Sustainable Equity - Real Estate Global (USD) The base currency of this Fund is US Dollars. This Fund shall be known as Sarasin CI Sustainable Equity - Real Estate Global (USD) This Fund was established by Deed between the Manager and the Trustee on 30 May 2006 and authorised as a securities fund by the Commission on 31 May Investment Objective Sarasin CI GlobalSar - Dynamic (GBP) and Sarasin CI GlobalSar - Dynamic (USD) The investment objective of these Funds is to achieve long term capital growth and income generation with a lower risk profile than pure stock market alternatives by investment on a global basis. This is achieved with a broadly diversified global fund covering all the world s principal stock, bond and currency markets, enabling access to an entire worldwide balanced portfolio with a single investment product. As the objective is to seek a return in the base currency of these Funds, the Manager will, where deemed appropriate, undertake currency hedging. The Funds have no restrictions on the amounts it can invest in convertible bonds or warrants, fixed-interest or floatingrate securities (including zero bonds) and other interestbearing instruments as defined in the Directive of the European Union on the taxation of investment income. Sarasin CI EquiSar Sterling Global Thematic Fund The investment objective of this Fund is to achieve long term capital growth and income generation through investment in a broad portfolio of international stocks (and on occasion convertible or straight bonds). There will be no inherent bias towards the securities of any one country or region and the Manager will be free to allocate funds to whichever markets they regard as holding the best long term investment opportunities. It is the intention of the Manager that the bulk of the positions held in this Fund should be large and medium capitalisation stocks. However, there will also be holdings in some smaller stocks where they appear to hold particular growth opportunities. Subject to exceptional market conditions this Fund will aim to hold only minimal cash balances. The Fund may not invest more than 15% of its net assets in convertible bonds or warrants, fixed-interest or floatingrate securities (including zero bonds) and other interestbearing instruments as defined in the Directive of the European Union on the taxation of investment income. Sarasin CI EquiSar Dollar Global Thematic Fund The investment objective of this Fund is to achieve long term capital growth and income generation through investment in a broad portfolio of international stocks (and on occasion convertible or straight bonds). There will be no inherent bias towards the securities of any one country or region and the Manager will be free to allocate funds to whichever markets they regard as holding the best long term investment opportunities. It is the intention of the Manager that the bulk of the positions held in the Fund should be large and medium capitalisation stocks. However, there will also be holdings in some smaller stocks where they appear to hold particular growth opportunities. Subject to exceptional market conditions the Fund will aim to hold only minimal cash balances. As the objective of the Fund is to seek a return in its base currency, the Manager will, where it deems appropriate, undertake currency hedging. The Fund may not invest more than 15% of its net assets in convertible bonds or warrants, fixed-interest or floatingrate securities (including zero bonds) and other interestbearing instruments as defined in the Directive of the European Union on the taxation of investment income. Sarasin CI GlobalSar - Income (GBP) The investment objective of this Fund is to achieve a consistently attractive level of income coupled with long term capital appreciation whilst aiming to preserve the value of capital over the longer term. The portfolio will be invested predominantly in fixed interest securities with the remainder in a mix of global equities, convertible bonds and cash. The Funds have no restrictions on the amounts it can invest in convertible bonds or warrants, fixed-interest or floatingrate securities (including zero bonds) and other interestbearing instruments as defined in the Directive of the European Union on the taxation of investment income. 7

8 Sarasin CI Real Estate Equity (GBP) The investment objective of this Fund is to seek long-term capital growth by investing in worldwide quoted equities and shares of companies that are linked to the property market. These companies are involved in land development or earn income from letting land or properties. Further investments will be made into closed ended property funds such as REITs (Real Estate Investment Trusts) or other comparable companies managing properties. The Fund can also invest in other indirect investments within the property sector. All closed ended property investment funds or other companies managing properties must be quoted on a recognised stock exchange. It is to be noted that by investing into closed funds, unitholders will incur additional costs through management commissions and management fees of these companies. Part of the assets can also be invested into convertible bonds, preference shares and other associated derivatives as long as they are connected to a conversion right or a purchase right for the assets and follow the investment policy of the Fund. The Fund may not invest more than 15% of its net assets in convertible bonds or warrants, fixed-interest or floatingrate securities (including zero bonds) and other interestbearing instruments as defined in the Directive of the European Union on the taxation of investment income. Sarasin CI Sustainable Equity - Real Estate Global (USD) The Sarasin CI Sustainable Equity - Real Estate Global will invest globally in listed shares and equity securities of companies whose activities are concentrated mainly in the real estate sector and which take ecological and social sustainability issues into account in their business operations. The Fund can also invest in other indirect investments within the property sector. As the objective of the Fund is to seek a return in its base currency, the Manager will undertake a minimum of 50% currency hedging into the base currency. All REITs, equities, stocks, closed ended property investment funds or other companies managing properties must be quoted on a recognised stock exchange. It is to be noted that by investing into closed funds, unit holders will incur additional costs through management commissions and management fees of these companies. Part of the assets can also be invested into convertible bonds, preference shares and other associated derivatives as long as they are connected to a conversion right or a purchase right for the assets and follow the investment policy of the Fund. The Fund may not invest more than 15% of its net assets in convertible bonds or warrants, fixed-interest or floatingrate securities (including zero bonds) and other interestbearing instruments as defined in the Directive of the European Union on the taxation of investment income. The Fund will not invest in any company whose principal business is the management, ownership or development of hotels or resorts or in business that operate contrary to ecological or social standards. Investment Restrictions and Limitations The investment restrictions and limitations are in accordance with the provisions of Part 5 of the CIS Rules. The principal restrictions and limitations are as follows: (a) (b) (c) (d) (e) the value of the Funds holdings of transferable securities issued by any one issuer may not exceed 5% in value of the Scheme Property except as provided in (b) and (c); up to 10% in value of the Scheme Property may be invested in transferable securities issued by the same issuer provided that the total value of such transferable securities shall not exceed 40% of the value of the Scheme Property; up to 35% in value of the Scheme Property may be invested in government and other public securities issued by the same issuer ; at least 90% of all non-equity securities (i.e. fixed interest instruments, bonds, money market instruments and debt instruments) must rank at least pari passu with issues carrying a credit rating of at least investment grade (as rated by Standard & Poors and/or Moody Investor Services) or be issued or guaranteed by the government of any country listed in Appendix 2. the Scheme Property shall not include shares in a body corporate which carry more than 10% of the rights to vote in all circumstances at general meetings of the body corporate nor shall it include more than 10% of any other shares in a body corporate or units in a collective investment scheme; 8

9 (f) (g) (h) (i) (j) a maximum of 5% of the value of the Scheme Property may be invested in any collective investment scheme that conforms with Rule 5.15 of the the CIS Rules; a maximum of 10% of the value of the Scheme Property may be invested in securities which are not approved securities as defined in the CIS Rules; in order to reduce or eliminate risk arising as a result of fluctuations in interest or exchange rates and in the price of investments, and subject to the CIS Rules, hedging may be undertaken. Such hedging may be carried out by the forward sale of currency or by utilising instruments traded on an eligible derivatives market. The total amount of any obligations or rights under all hedging transactions when added to any premium or initial margin payable on such hedging transactions is limited to 10% of the value of the Scheme Property; the Funds may write covered call options. The amount of call options that may be written must not exceed 25% of the Scheme Property. The exposure will be calculated as the exercise price of each option. The maximum initial outlay in respect of an off-exchange transaction with any one counterparty is 5%. The writing of uncovered calls is not permitted. the value of warrants or similar instruments to subscribe for shares or other securities must not exceed 5% of the value of the Scheme Property. Reference to transferable securities means:- shares and stock, debentures, debenture stock, loan stock, bonds, certificates of deposit and other instruments creating or acknowledging indebtedness which can be transferred without the consent of a third party other than that of the body corporate, a member or another debenture holder as the case may be; government and public securities, instruments of entitlement to shares or securities, certificates representing securities, and units in collective investment schemes all of which can be transferred without the consent of a third party. money; be entitled to apply any part of the Funds assets in the acquisition of any investments which are for the time being nil paid or partly paid without ensuring that any liability due within three months is covered by cash or near cash instruments; invest directly in physical commodities including gold or silver bullion. The Funds will not take an interest in any immovable property or tangible movable property. Furthermore no investment with unlimited liability is permitted; no underwriting contracts can be entered into without notice to the Trustee; the making of loans or the giving of guarantees of loans without the Trustee s consent is prohibited save that this does not cover bank deposits, loans to wholly-owned subsidiaries of the Funds or debt securities. The Funds may invest in units of other collective investment schemes which are managed or operated by the Manager or by a company within the same Group of companies as the Manager. However, this is subject to the restrictions as mentioned in (e) above. Also the Manager will ensure that no double charging of initial or periodic fees will be made to investors as a result of investments in these collective investment schemes. Efficient Portfolio Management The Funds may enter into a derivative or forward currency transaction for the purposes of Efficient Portfolio Management ( EPM ), which may include hedging. EPM may not be used for the purposes of gearing/leveraging/margining. In order for the transaction to meet the criteria for EPM it must be economically appropriate, the exposure must be fully covered and the transaction must be entered into to achieve either the reduction of risk, the reduction of cost and/or the generation of additional capital or income with no, or an acceptably low level of risk. The Funds may only enter into an OTC derivative instrument for the purposes of EPM following Trustee approval at Fund level. Investment in OTC derivative instruments will only be permitted for forward currencies, interest rate or exchange rate swaps. The Manager is not permitted on behalf of the Funds to:- invest in land or interests in land (or options, rights or interests in respect thereof); make short sales; assume guarantees, endorse or otherwise become directly or contingently liable for or in connection with any obligations or indebtedness of any person in respect of borrowed 9

10 Cash Management In the event of exceptional market conditions or where the Manager is awaiting opportunities to invest the Funds may, at times, have large cash balances. In these instances the Fund may hold cash or invest in money market instruments. The maximum amount of cash that can be held with one bank or financial institution is the higher of 10% of the Scheme Property or 1 million (or currency equivalent). In respect of money market instruments the maximum exposure to any one issuer is 10% of the Scheme Property. Disclosure of Dealing Arrangements The Manager may from time to time make arrangements with other persons under which those persons arrange for the provision to them of investment related services or other benefits the receipt of which is intended to assist them in the provision of investment management services and be of benefit to the Funds. The Manager does not always make direct payment for such services but instead may place business with those or other persons. The Funds will pay brokerage at rates not in excess of customary institutional full service brokerage rates and all transactions effected for the Funds will be such as to secure for them best execution, disregarding any benefit which might accrue directly or indirectly to the Funds from the services or benefits provided under such arrangements. No cash rebates will be retained by the Manager. Borrowings As permitted by the Rules, the Funds may borrow up to 10% of their net asset value. The Manager does not intend to effect borrowings for the purpose of gearing up the investment exposure, but might incur borrowings on a short term basis when the cost of an investment acquired is required to be paid before the proceeds from the realisation of other securities have been received; or otherwise to meet the payment of proceeds upon the cancellation of Units pending receipt of the proceeds from the realisation of securities. All costs so incurred will be borne by the Funds. For so long as the Funds are marketed in South Africa and until such time as the South African Financial Services Board s rules as set under the Collective Investment Schemes Control Act 45 of 2002 are extended to be in line with the Rules, as set by the Guernsey Financial Services Commission, the Manager does not intend to effect borrowings for the purpose of gearing up the investment exposure, but might incur borrowing on a short term basis to meet the payment of proceeds upon the cancellation of Units pending receipt of the proceeds from the realisation of securities. All costs so incurred will be borne by the Funds. Termination of the Funds The Funds shall terminate if: 1) Authorisation of the Fund by the Commission is revoked and the Commission does not otherwise direct; or 2) An extraordinary resolution passed by the unitholders determines that the Fund should be wound up; or 3) The Manager requests that the Commission revokes the authorisation of the Fund and the Commission's agreement to do so becomes effective, subject to there being no material change in any relevant factor prior to the date of revocation; or 4) At the discretion of the Manager, at any time after the first anniversary of the Trust Instrument, if the Net Asset Value of the Scheme Property shall be less than 5 million in respect of Sarasin CI GlobalSar - Dynamic (GBP), Sarasin CI EquiSar Sterling Global Thematic Fund, Sarasin CI GlobalSar - Income (GBP), Sarasin CI Real Estate Equity (GBP) and US$10 million in respect of Sarasin CI GlobalSar - Dynamic (USD), Sarasin CI EquiSar Dollar Global Thematic Fund and Sarasin CI Sustainable Equity - Real Estate Global (USD). Upon a Fund being terminated: - The issue and redemption of Units in the Fund shall cease and the Trustee shall proceed to wind up the Fund in accordance with the CIS Rules. - If the Unitholders pass an extraordinary resolution approving the reconstruction of the Fund with another body or scheme, the Trustee shall wind up the Fund in accordance with that resolution or the terms of the approved reconstruction. - In any other case, the Trustee shall, as soon as practicable, realise the Scheme Property and, after 10

11 paying or providing for all liabilities properly payable and retaining provision for the costs of the windingup, distribute the proceeds of that realisation to the Unitholders and the Manager as they may direct (upon production by them of evidence as to their entitlement thereto) proportionately to their respective interests in the Fund. - At the direction of the Manager, the Trustee shall rather than realising any of the scheme property distribute it in specie amongst the Unitholders in satisfaction of their proportionate entitlements. Any unclaimed proceeds or other cash held by the Trustee after the termination of a Fund may, at the expiration of 12 months from the date upon which the same were payable, be paid to the Trustee for the account of the Manager and six years thereafter, if remaining unclaimed, shall be treated as abandoned and shall be paid to the Manager for their own use and benefit. Any unitholder(s) who fail to claim within the aforesaid period shall be deemed to have irrevocably waived all rights to such proceeds. Accounting Date The Annual Accounting Date and Interim Accounting Date of each of the Funds are 31 December and 30 June respectively. Eligible Markets The eligible markets are those listed in Appendix 1. Characteristics of a Unit Units are issued as either Distribution Units (those which pay a dividend) or Accumulation Units (those which do not pay a dividend). A Distribution Unit represents one undivided share of the Scheme Property. On the last day of an Accounting Period where the income available for distribution to holders of Distribution Units is transferred to the distribution account, the same amount of income retained in respect of each Accumulation Unit in issue shall be transferred to the capital account and whilst the value retained within the Scheme Property for a Distribution Unit will revert to being equal to one undivided share of the Scheme Property, the number of undivided shares of the Scheme Property attributable to each Accumulation Unit continuing in existence will be increased to the extent of the dividend which has been credited to each Distribution Unit in issue. Units may be issued as either whole Units or in any fractions of a Unit and a fraction of a Unit shall rank pari passu and proportionately with a whole Unit. Whilst holders of Accumulation Units will not receive an annual dividend payment, they will receive a tax voucher detailing the sources of revenue which have accrued in respect of such accumulated income. Units will be registered and will be uncertificated. The nature of the right of a unitholder as represented by Units is that of a beneficial interest under a trust. No unitholder shall be entitled to any interest or share in any particular part of the Scheme Property. In respect of Sarasin CI GlobalSar - Dynamic (GBP), Sarasin CI GlobalSar - Income (GBP) and Sarasin CI Real Estate Equity (GBP), Accumulation Units and Distribution Units are only available in Sterling. In respect of Sarasin CI GlobalSar - Dynamic (USD), Sarasin CI EquiSar Dollar Global Thematic Fund and Sarasin CI Sustainable Equity - Real Estate Global (USD), Accumulation Units and Distribution Units are only available in US Dollars. In respect of Sarasin CI Equisar Sterling Global Thematic Fund, Accumulation Units and Distribution Units are available in both Sterling and US Dollars. Voting Rights At any meeting of unitholders a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by the chairman or by one or more unitholders present in person, or by proxy. If a poll is so demanded each holder of a Distribution Unit shall have one vote, or a fraction thereof in respect of fractional Units, and a holder of Accumulation Units shall have such number of votes per Unit held as an Accumulated Unit represents undivided shares of the Scheme Property. On a poll a unitholder need not cast all his votes the same way. The Manager, the Administrator, the Trustee, the Auditors and their legal advisors are entitled to receive a notice of the meeting and attend but have no right to vote save in respect of Units of which they are registered holders thereof. In respect of voting rights relating to Sarasin CI EquiSar Sterling Global Thematic Fund, US Dollar Accumulation Units and Distribution Units will be converted to represent Sterling undivided shares based on the exchange rate applicable on the most recent Dealing Day. 11

12 Valuation & Price Calculation The Manager s basis of dealing is at a forward price. The Scheme Property will be valued as at the Valuation Point in order to determine prices at which Units may be purchased from or redeemed by the Manager on the relevant Dealing Day. The Funds have adopted a dual pricing regime and Scheme Property will be valued in accordance with the CIS Rules on an offer basis (i.e. normally the market dealing offer price at which securities may be purchased plus any commissions) for the purpose of issue of Units and on a bid basis (i.e. the market dealing bid price at which securities can be sold after deducting any costs) for the redemption of Units. The price of a Unit on issue (other than during the initial offer period) shall be the undivided share of Scheme Property valued on the offer basis described above, plus any initial charge, represented by one Unit of the type concerned (i.e. Distribution or Accumulation Unit). The price of a Unit on redemption shall be the undivided share of Scheme Property valued on the bid basis described above represented by one Unit of the type concerned. The Manager may levy an initial charge of up to a maximum of 6% of the gross monies invested by an investor. Currently the Manager s intention is to charge only a maximum of 5% (4% in respect of the Sarasin CI GlobalSar - Income (GBP ) of the gross monies invested by an investor. This charge is deducted from the total amount paid by the investor and is paid to the Manager. The Manager may re-allow or pay all or part of the initial charge as commission or discount to recognised intermediaries or such other persons as the Manager may determine in its absolute discretion. Investors are advised to consult their intermediary or investment advisor for details of this initial charge. Risk Warnings An investment in a Fund involves certain risks relating to the investment strategies to be utilised by the Manager and any entities in which a Fund may invest. No guarantee or representation is made that the Funds investment objectives will be achieved. An investment in a Fund is suitable only for investors who are capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which might result from such investment. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Prospective investors should give careful consideration to the following risk factors in evaluating the merits and suitability of an investment in the Fund(s). This information is not intended to be an exhaustive listing of all potential risks associated with an investment in the Fund(s). Investment Risk Currency risk: The Net Asset Value of the Funds will be computed in the currency in which the Fund is denominated whereas underlying investments may be denominated in a wide range of currencies. This will, as a consequence, involve the Fund in foreign exchange risks. The Funds may hedge against such foreign exchange risks by the use of derivative instruments. Fluctuations in value: The value of Units (and any income from them) may fall as well as rise and investors may not get back, on a redemption or otherwise, the amount originally invested. Trading Risks: Substantial risks are involved in the trading of securities. Market movements can be volatile and are difficult to predict. U.S. Government activities, particularly those of the Federal Reserve Board, can have a profound effect on interest rates which, in turn, substantially affect prices of securities as well as the liquidity of such markets. Politics, recession, inflation, employment levels, trade policies, international events, war and other unforeseen events can also have significant impact upon the prices of securities. At various times, the markets for exchange-listed securities and/or other securities may be thin or illiquid, making purchases or sales of securities at desired prices or in desired quantities difficult or impossible. The volume and volatility of trading in the market depend in part on general public interest and public opinion concerning economic conditions as well as the liquidity provided by market-makers and specialists. The liquidity of the market may also be affected by a halt in trading on a particular securities exchange or exchanges. Illiquid markets may make it difficult to get an order executed at a desired price. 12

13 Other Risks Substantial Redemptions: Unitholders may not be able to redeem all the Units they wish to redeem on the relevant Dealing Day if total redemptions for that Dealing Day exceed 10% of the relevant Fund s total undivided shares, and may bear an additional risk of any decline in the Net Asset Value per Unit until the Dealing Day(s) on which the all Units are actually redeemed. Counterparty and Settlement Risk: The Funds will take a credit risk on parties with whom it trades and will also bear the risk of settlement default. Sarasin CI Real Estate Equity (GBP) and Sarasin CI Sustainable Equity - Real Estate Global (USD) : In respect of Sarasin CI Real Estate Equity (GBP) and Sarasin CI Sustainable Equity - Real Estate Global (USD) there are special risk considerations associated with investing in the securities of companies principally engaged in the real estate industry. These risks include: the cyclical nature of real estate values, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, demographic trends and variations in rental income, changes in zoning laws, casualty or condemnation losses, environmental risks, regulatory limitations on rents, changes in neighborhood values, related party risks, changes in the appeal of properties to tenants, increases in interest rates and other real estate capital market influences. Generally, increases in interest rates will increase the costs of obtaining financing, which could directly and indirectly decrease the value of the investments in Sarasin CI Real Estate Equity (GBP) and Sarasin CI Sustainable Equity - Real Estate Global (USD). The foregoing factors are not exhaustive and do not purport to be a complete explanation of all the risks and considerations involved in investing in the Fund(s). In particular, a Fund s performance may be affected by changes in market or economic conditions, and legal, regulatory and tax requirements. The Funds will be responsible for paying the fees, charges and expenses referred to in this document regardless of the level of profitability. Whilst it may be possible for the Manager to hedge some of the risks outlined above, it will not be obliged to do so and, if such hedging is carried out, there can be no assurance that it will be successful and it may negate certain profits which the Funds may otherwise have earned or even incur a loss. The Funds will bear the cost of all such hedging. Potential investors who are in any doubt as to the risks involved in investment in a Fund are recommended to obtain independent financial advice before making an investment. Charges The Manager is entitled to receive a periodic charge of up to 2% p.a. in respect of Sarasin CI GlobalSar - Dynamic (GBP) and Sarasin CI EquiSar Sterling Global Thematic Fund, 2.5% p.a. in respect of Sarasin CI EquiSar Dollar Global Thematic Fund, Sarasin CI GlobalSar - Income (GBP), Sarasin Real Estate Equity (GBP) and Sarasin CI Sustainable Equity - Real Estate Global (USD) and 3% p.a. in respect of Sarasin CI GlobalSar - Dynamic (USD) of the Net Asset Value calculated on a mid-market basis. Currently the Manager only charges a periodic charge of 1.5% p.a. in respect of all funds with the exception of Sarasin CI GlobalSar - Income (GBP) where the charge is 1.25% p.a.. The Manager also charges a fee of 0.345% p.a. in respect of each Fund out of which the fees of the Trustee and Administrator are met. No increase to the permitted maximum will be made until 90 days notice has been given to all unitholders. Fees and charges accrue daily and are payable monthly in arrears, being deducted on the last business day of each month. The Trustee s transaction charge of up to 50 per transaction will be paid by the Funds. The Funds will bear the following expenses of the Trustee: 1. the costs of dealing in the Scheme Property, including the safe custody, insurance, acquisition, holding and realisation of Scheme Property, and exercise of voting rights attached thereto; 2. bank charges, interest on permitted borrowings and charges incurred in negotiating, effecting, varying, or terminating the terms of such borrowings; 3. taxation and duties payable in respect of the Scheme Property, the Trust Instrument and the issue of Units; 4. any costs incurred in modifying the Trust Instrument unless principally for the benefit of the Manager; 5. any costs incurred in respect of the meeting of unitholders; 13

14 6. the fees and expenses of the Auditors; 7. the fees of the Commission and of any regulatory authority in a country or territory outside Guernsey in which units are or may be marketed; The formation expenses of Sarasin CI GlobalSar - Dynamic (GBP), Sarasin CI GlobalSar - Dynamic (USD) and Sarasin EquiSar Sterling Global Thematic Fund, Sarasin CI EquiSar Dollar Global Thematic Fund and Sarasin CI GlobalSar - Income (GBP) have been fully amortised. 8. the costs incurred in preparing, printing and publishing of Scheme Particulars and annual and interim reports; 9. the expenses of the Trustee in convening a meeting of unitholders convened by the Trustee alone; 10. the costs incurred in keeping the Register; 11. expenses incurred in the preparation and printing of certificates, tax vouchers, warrants, proxy cards and contract notes; 12. the cost of listing the prices of the Funds in publications and information services selected by the Manager including the Financial Times.; 13. the costs of ensuring that the Scheme Particulars and annual report comply with the regulations and jurisdictions in which the Funds have been recognised or authorised; 14. any tax in the nature of value added tax or otherwise payable in respect of such fees and expenses; 15. all expenses incurred in the collection and distribution of income (including in respect of the computation, claiming and reclaiming of taxation relief); 16. the fees, expenses and disbursements of any agent, consultant, legal or accountancy adviser, valuer, broker or other professional person appointed or consulted in connection with the Fund; 17. the formation expenses listed below; and 18. any other expense properly incurred by the Trustee in performing or arranging for the performance of the functions conferred on it by the CIS Rules. The expenses, costs, fees and charges referred to above shall be calculated at cost. Formation Expenses The formation expenses of Sarasin CI Real Estate Equity (GBP) were 16,688 and these are being amortised over a period of 5 years commencing on the earlier of the first Dealing Day that the Fund s NAV exceeds 5 million and the Dealing Day six months from the date of the closing of the initial offering period. The formation expenses of Sarasin CI Sustainable Equity - Real Estate Global (USD) were $16,000 and these are being amortised over a period of 5 years commencing on the earlier of the first Dealing Day that the Fund's NAV exceeds US$10 million and the Dealing Day six months from the date from closing of the initial offering period. Distributions Sarasin CI EquiSar Dollar Global Thematic Find, Sarasin CI EquiSar Sterling Global Thematic Fund, Sarasin CI GlobalSar - Dynamic (USD), Sarasin CI GlobalSar - Dynamic (GBP), Sarasin CI Real Estate Equity (GBP) and Sarasin Sustainable Equity - Real Estate Global (USD) As at each Annual Accounting Date or Interim Accounting Date, in respect of the period then ending, the net income available for allocation as calculated in accordance with the CIS Rules shall be allocated between Distribution Units and Accumulation Units according to the respective shares in the Scheme Property represented by or attributable to the Distribution Units and Accumulation Units in issue or deemed to be in issue as at such Accounting Date. The amount allocated to holders of Accumulation Units shall with effect from the Interim Accounting Date (which shall also be the Record Date) become part of the capital property of the Fund and the interests of holders of Accumulation Units shall be satisfied by an increase, with effect from such Record Date, in the number (including fractions) of undivided shares in the Scheme Property represented by the Accumulation Units. The amount allocated to holders of Distribution Units shall be distributed amongst them rateably in accordance 14