NUVEEN GLOBAL INVESTORS FUND PLC. (An umbrella fund with segregated liability between sub-funds)

Transcription

1 (An umbrella fund with segregated liability between sub-funds) Report and Audited Financial Statements for the year ended 31 st May, 2012 Company Registration No

2 TABLE OF CONTENTS GENERAL INFORMATION 2 DIRECTORS REPORT 7 REPORT OF THE CUSTODIAN TO THE SHAREHOLDERS 12 INDEPENDENT AUDITORS REPORT 13 SUB-INVESTMENT MANAGERS REPORT (Unaudited) 15 PORTFOLIO OF INVESTMENTS -NUVEEN TRADEWINDS GLOBAL ALL-CAP FUND 26 -NUVEEN TRADEWINDS JAPAN EQUITY FUND 30 -NUVEEN NWQ LARGE-CAP VALUE FUND 34 -NUVEEN TRADEWINDS GLOBAL RESOURCES FUND 37 -NUVEEN TRADEWINDS EMERGING MARKETS FUND 40 -NUVEEN WINSLOW LARGE-CAP GROWTH FUND 44 -NUVEEN NWQ LARGE-CAP VALUE ESG FUND 48 -NUVEEN GLOBAL INFRASTRUCTURE FUND 51 -NUVEEN SANTA BARBARA GLOBAL DIVIDEND GROWTH FUND 55 STATEMENT OF CHANGES IN THE PORTFOLIO (Unaudited) -NUVEEN TRADEWINDS GLOBAL ALL-CAP FUND 58 -NUVEEN TRADEWINDS JAPAN EQUITY FUND 60 -NUVEEN NWQ LARGE-CAP VALUE FUND 62 -NUVEEN TRADEWINDS GLOBAL RESOURCES FUND 64 -NUVEEN TRADEWINDS EMERGING MARKETS FUND 67 -NUVEEN TRADEWINDS GLOBAL ALL-CAP ESG FUND 69 -NUVEEN TRADEWINDS VALUE OPPORTUNITIES FUND 71 -NUVEEN WINSLOW LARGE-CAP GROWTH FUND 73 -NUVEEN NWQ LARGE-CAP VALUE ESG FUND 75 -NUVEEN GLOBAL INFRASTRUCTURE FUND 77 -NUVEEN SANTA BARBARA GLOBAL DIVIDEND GROWTH FUND 79 BALANCE SHEET 81 PROFIT AND LOSS ACCOUNT 91 STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES 96 NOTES TO THE FINANCIAL STATEMENTS 101 MANAGEMENT AND ADMINISTRATION 163 Page

3 GENERAL INFORMATION Global Investors Fund Plc (the Company ) is an umbrella fund with segregated liability between sub-funds, established as an open-ended investment company with variable capital organised under the laws of Ireland as a public limited company pursuant to the Companies Acts, 1963 to 2012 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (the UCITS Regulations ). The Company was incorporated in Ireland on 12 th February, 2007 and was initially authorised by the Central Bank of Ireland (the Central Bank ) as a non-ucits qualifying investor fund on 16 th April, The authorisation status of the Company was re-designated to a non-ucits retail fund on 22 nd May, On 27 th August, 2009 the authorisation of the Company as a non-ucits retail fund was revoked at the request of the Company and the Company was authorised by the Central Bank as a UCITS fund pursuant to the UCITS Regulations. As at 31 st May, 2012 the Company is comprised of eleven sub-funds (each a Sub-Fund, collectively the Sub-Funds ), of which there are nine active portfolios of investment. These Sub-Funds are: the Tradewinds Global All-Cap Fund; the Tradewinds Japan Equity Fund; the NWQ Large-Cap Value Fund; the Tradewinds Global Resources Fund; the Tradewinds Emerging Markets Fund; the Tradewinds Global All-Cap ESG Fund; the Tradewinds Value Opportunities Fund; the Winslow Large-Cap Growth Fund; the NWQ Large-Cap Value ESG Fund; the Global Infrastructure Fund; and the Santa Barbara Global Dividend Growth Fund. Applications have been made to the Central Bank for withdrawal of the approval of the Tradewinds Global All- Cap ESG Fund and the Tradewinds Value Opportunities Fund. At the year end, the following redeemable participating shares were in issue in respect of each of the nine active Sub- Funds, and have been admitted to the official list and to trading on the main securities market of The Irish Stock Exchange. Sub-Fund Share Class Launch Date Initial Offer Price Listing Date Tradewinds Global All-Cap Fund Class A Euro 23 rd March, 2009 EUR th August, 2009 Class C Euro 23 rd March, 2009 EUR th November, 2009 Class I Euro 16 th September, 2009 EUR th November, 2009 Class A 23 rd March, th August, 2009 Class C 23 rd March, th November, 2009 Class I 18 th April, th April, 2007 Class A GBP 12 th January, 2011 GBP 20 1 st June, 2011 Tradewinds Japan Equity Fund Class A Euro 23 rd March, 2009 EUR th August, 2009 Class C Euro 23 rd March, 2009 EUR th November, 2009 Class I Euro 16 th September, 2009 EUR th November, 2009 Class A 23 rd March, th August, 2009 Class C 23 rd March, th November, 2009 Class I 18 th April, rd April, 2007 NWQ Large-Cap Value Fund Class A Euro 23 rd March, 2009 EUR th August, 2009 Class C Euro 23 rd March, 2009 EUR th November, 2009 Class I Euro 16 th September, 2009 EUR th November, 2009 Class A 23 rd March, th August, 2009 Class C 23 rd March, th November, 2009 Class I 18th April, rd April, 2007 Tradewinds Global Resources Fund Class A Euro 21 st December, 2009 EUR 20 4 th January, 2010 Class C Euro 21 st December, 2009 EUR 20 4 th January,

4 GENERAL INFORMATION (continued) Sub-Fund Share Class Launch Date Initial Offer Price Listing Date Tradewinds Global Resources Fund (continued) Class I Euro 21 st December, 2009 EUR 20 4 th January, 2010 Class A 21 st December, th January, 2010 Class C 21 st December, th January, 2010 Class I 21 st December, th January, 2010 Tradewinds Emerging Markets Fund Class A Euro 21 st December, 2009 EUR 20 4 th January, 2010 Class C Euro 21 st December, 2009 EUR 20 4 th January, 2010 Class I Euro 21 st December, 2009 EUR 20 4 th January, 2010 Class A 21 st December, th January, 2010 Class C 21 st December, th January, 2010 Class I 21 st December, th January, 2010 Winslow Large-Cap Growth Fund Class A Euro 8 th December, 2010 EUR th December, 2010 Class C Euro 8 th December, 2010 EUR th December, 2010 Class I Euro 8 th December, 2010 EUR th December, 2010 Class A 8 th December, th December, 2010 Class C 8 th December, th December, 2010 Class I 8 th December, th December, 2010 Class A GBP 8 th December, 2010 GBP th December, 2010 Class I GBP 8 th December, 2010 GBP th December, 2010 NWQ Large-Cap Value ESG Fund Class A Euro 15 th December, 2010 EUR rd December, 2010 Class C Euro 15 th December, 2010 EUR rd December, 2010 Class I Euro 15 th December, 2010 EUR rd December, 2010 Class A 15 th December, rd December, 2010 Class C 15 th December, rd December, 2010 Class I 15 th December, rd December, 2010 Class A GBP 15 th December, 2010 GBP rd December, 2010 Class I GBP 15 th December, 2010 GBP rd December, 2010 Global Infrastructure Fund Class A Euro 10 th June, 2011 EUR th June, 2011 Class C Euro 10 th June, 2011 EUR th June, 2011 Class I Euro 10 th June, 2011 EUR th June, 2011 Class A 10 th June, th June, 2011 Class C 10 th June, th June, 2011 Class I 10 th June, th June, 2011 Class A GBP 10 th June, 2011 GBP th June, 2011 Class I GBP 10 th June, 2011 GBP th June, 2011 Santa Barbara Global Dividend Growth Fund Class A Euro Accumulating 1 st November, 2011 EUR th November, 2011 Class C Euro Accumulating 1 st November, 2011 EUR th November, 2011 Class I Euro Accumulating 1 st November, 2011 EUR th November, 2011 Class A Accumulating 1 st November, th November, 2011 Class A Distributing 1 st November, th November, 2011 Class C Accumulating 1 st November, th November,

5 GENERAL INFORMATION (continued) Sub-Fund Share Class Launch Date Initial Offer Price Listing Date Santa Barbara Global Dividend Growth Fund (continued) Class C Distributing 1 st November, th November, 2011 Class I Distributing 1 st November, th November, 2011 Class A GBP Accumulating 1 st November, 2011 GBP th November, 2011 Class I GBP Accumulating 1 st November, 2011 GBP th November, 2011 The Sub-Funds, with the exception of the Santa Barbara Global Dividend Growth Fund, are accumulating subfunds and, therefore, the Directors do not intend to declare any dividends in respect of the Sub-Funds. It is intended that net income and net realised and unrealised capital gains from these Sub-Funds will be accumulated and reinvested on behalf of shareholders. For the Santa Barbara Global Dividend Growth Fund the Directors intend to declare and pay quarterly dividends equal to all or substantially all of the Sub-Fund s net income for the Class A Distributing Shares, Class C Distributing Shares and Class I Distributing Shares. Dividends may be paid from the net income and/or net realised or unrealised gains net of realised and unrealised losses. The following is a summary of the investment objectives and policies of each of the Sub-Funds. For full details of the investment objectives for the Sub-Funds please refer to the Company s prospectus (the Prospectus ). Tradewinds Global All-Cap Fund The objective of the Tradewinds Global All-Cap Fund is to provide long-term capital appreciation. The Sub- Fund will seek to adhere to disciplined, value driven investment strategies whose aim is to achieve the objective of the Sub-Fund. The Sub-Fund seeks to achieve its objective by adding value through active management and through research focused on selecting companies that possess opportunities that are under-appreciated or misperceived by the market. The Sub-Fund may invest up to 75% of its net asset value in equity securities of non-u.s. companies that are denominated in local currencies or the U.S. Dollar ( ) including American Depositary Receipts ( ADR ) of such companies. Up to 25% of the Sub-Fund s net asset value may be invested in equity securities of companies domiciled in emerging markets. However, no more than 35% of the Sub-Fund s net asset value may be invested in the securities of companies in a single non-u.s. country. Tradewinds Japan Equity Fund The objective of the Tradewinds Japan Equity Fund is to provide long-term capital appreciation. The Sub-Fund seeks to achieve its objective by adhering to disciplined, value driven investment strategies whose aim is to achieve the objective of the Sub-Fund. Securities are chosen following in-depth research. The Sub-Fund will invest at least 80% of its net asset value in equity securities issued by companies listed or domiciled in Japan. The Sub-Fund may also invest in ADRs and other types of depositary receipts. Up to 10% of the Sub-Fund s net asset value may be invested in securities which are not traded on a regulated market and up to 20% of the Sub- Fund s net asset value may be invested in emerging market securities. NWQ Large-Cap Value Fund The objective of the NWQ Large-Cap Value Fund is to provide long-term capital appreciation. The Sub-Fund seeks to achieve this objective by adhering to a disciplined, value driven investment strategy. Securities are chosen following in-depth research and are followed closely over time to assess whether they continue to meet the purchase rationale. The equity securities in which the Sub-Fund invests shall primarily be listed, traded or dealt on regulated markets in the U.S. with market capitalisations at the time of investment comparable to companies in the Russell 1000 Index. The Sub- Fund may invest up to 35% of its net asset value in equity securities of non-u.s. companies, including up to 10% of the Sub-Fund s net asset value in equity securities of companies domiciled in emerging markets. 4

6 GENERAL INFORMATION (continued) Tradewinds Global Resources Fund The objective of the Tradewinds Global Resources Fund is to provide long-term capital appreciation. The Sub- Fund seeks to achieve its objective by adding value through bottom-up research aimed at identifying securities that are believed to be mispriced and that have the prospect of strong or improving business fundamentals. The Sub-Fund will invest at least 80% of its net asset value in equity securities of global energy and natural resources companies and companies in associated businesses. The Sub-Fund will invest at least 40% of its net asset value in equity securities of companies located in at least three different countries, including the U.S., provided that no more than 35% of the Sub-Fund s net asset value may be invested in equity securities of companies located in a single non- U.S. country. The Sub-Fund may invest up to 40% of its net asset value in issuers of emerging markets. Tradewinds Emerging Markets Fund The objective of the Tradewinds Emerging Markets Fund is to provide long-term capital appreciation. The Sub- Fund seeks to achieve its objective by adding value through bottom-up research aimed at identifying securities that are believed to be mispriced and that have the prospect of strong or improving business fundamentals. The Sub-Fund will invest at least 80% of its net asset value in securities of issuers in emerging markets. Up to 20% of the Sub-Fund s net asset value may be invested in debt and other fixed-income securities. No more than 20% of the Sub-Fund s net asset value may be invested in debt and other fixed income securities which are rated below investment grade. Winslow Large-Cap Growth Fund The objective of the Winslow Large-Cap Growth Fund is to provide long term capital appreciation. The Sub- Fund will seek to achieve its objective by adding value through bottom-up research focusing on identifying growth companies which exhibit some or all of the following characteristics: (i) participation in an industry with growth potential; (ii) leading or gaining market share; (iii) identifiable and sustainable competitive advantages; (iv) a management team that can perpetuate the issuer s competitive advantage; and (v) high, and preferably rising, return on invested capital. It is not proposed to concentrate investment in any one industry group. The Sub-Fund will invest primarily in equity securities of companies listed, traded or dealt in on any regulated market. Up to 10% of the Sub-Fund s net asset value may be invested in securities which are not traded on a regulated market. The Sub-Fund will invest primarily in equity securities of companies listed or domiciled in the U.S. Up to 20% of the net asset value of the Sub-Fund may be invested in non-u.s. equity securities including equity securities of companies domiciled in emerging markets. NWQ Large-Cap Value ESG Fund The objective of the NWQ Large-Cap Value ESG Fund is to provide long-term capital appreciation while at the same time adhering to its ESG guidelines. The Sub-Fund seeks to achieve this objective by adhering to a disciplined, value driven investment strategy. The Sub-Fund will seek to identify undervalued companies with a catalyst to unlock value or improve profitability, such as new management, industry consolidation, corporate restructuring or a turn in company fundamentals. The Sub-Fund will maintain a long-term investment view and a focus on securities it believes can appreciate over an extended time. The Sub-Fund will invest primarily in equity securities of companies listed, traded or dealt on regulated markets in the U.S. with market capitalisations at the time of investment comparable to companies in the Russell 1000 Index. The Sub- Fund may invest up to 35% of its net asset value in equity securities of non-u.s. companies, including up to 10% of the Sub-Fund s net asset value in equity securities of companies domiciled in emerging markets. Global Infrastructure Fund The objective of the Global Infrastructure Fund is to provide long term capital appreciation. The Sub-Fund will invest at least 80% of its net asset value in equity securities of global infrastructure companies and companies in associated businesses. 5

7 GENERAL INFORMATION (continued) Global Infrastructure Fund (continued) The Sub-Fund may invest in companies of any size. The equity securities in which the Sub-Fund will invest may include, without limitation, common stocks, preferred stocks, publicly-traded units of master limited partnerships ( MLPs ), real estate investment trusts ( REITs ) and securities convertible into or exchangeable for equity securities, such as convertible bonds, and warrants. The Sub-Fund will invest at least 30% of its net asset value in equity securities of infrastructure companies located in countries other than the U.S. The Sub-Fund may invest up to 25% of its net asset value in issuers of emerging markets (including Russia). Santa Barbara Global Dividend Growth Fund The objective of the Santa Barbara Global Dividend Growth Fund is to seek a total return comprised of income from dividends and long-term capital appreciation. The Sub-Fund focuses on equity securities of companies that have potential for dividend income and dividend growth. The Sub-Fund expects to invest at least 80% of its net asset value in dividend-paying common and preferred stocks. The Sub-Fund expects to invest from 40 to 75% of the Sub-Fund s net asset value in equity securities of non-u.s. companies whose securities are denominated in the currency of the issuer or in. The Sub-Fund may also invest in the ADR s of such companies. It is not expected that the Sub-Fund will concentrate its investment in issuers in any particular country or geographic sector outside the U.S. No country, other than the U.S., may comprise more than 25% of the Sub-Fund s net asset value and no more than 10% of the Sub-Fund s net asset value may be invested in emerging markets. Tradewinds Global All-Cap ESG Fund* The objective of the Tradewinds Global All-Cap ESG Fund was to provide long-term capital appreciation while at the same time adhering to its environmental, social and governance ( ESG ) guidelines. The Sub-Fund sought to adhere to disciplined, value driven investment strategies whose aim was to achieve the objective of the Sub-Fund. Securities were carefully chosen through in-depth research. The Sub-Fund sought to achieve its objective by adding value through bottom-up research aimed at identifying investment opportunities that were believed to be underappreciated or misperceived by the market. The Sub-Fund invested up to 75% of its net asset value in equity securities of non-u.s. companies that were denominated in local currencies or including ADR s of such companies. Up to 25% of the Sub-Fund s net asset value could be invested in equity securities of companies domiciled in emerging markets. However, no more than 35% of the Sub-Fund s net asset value could be invested in the securities of companies in any single non-u.s. country. Tradewinds Value Opportunities Fund* The objective of the Tradewinds Value Opportunities Fund was to provide long-term capital appreciation. The Sub-Fund sought to adhere to disciplined, value driven investment strategies whose aim was to achieve the objective of the Sub-Fund. Securities were carefully chosen through in-depth research. The Sub-Fund sought to achieve its objective by adding value through bottom-up research aimed at identifying investment opportunities that were believed to be under-appreciated or misperceived by the market. The Sub-Fund invested primarily in equity securities of companies listed or domiciled in the U.S. Up to 35% of the net asset value of the Sub-Fund could be invested in non-u.s. equity securities including up to 10% in equity securities of companies domiciled in emerging markets. However, no more than 10% of the Sub-Fund s net asset value could be invested in securities which were not traded on a regulated market. * Applications have been made to the Central Bank for withdrawal of the approval of the Tradewinds Global All-Cap ESG Fund and the Tradewinds Value Opportunities Fund. 6

8 DIRECTORS REPORT The Directors have the pleasure of submitting their annual report together with the audited financial statements for Global Investors Fund plc (the Company ) for the year ended 31 st May, The Company is organised in the form of an umbrella fund with segregated liability between sub-funds, and as at 31 st May, 2012 is comprised of nine active sub-funds: the Tradewinds Global All-Cap Fund; the Tradewinds Japan Equity Fund; the NWQ Large-Cap Value Fund; the Tradewinds Global Resources Fund; the Tradewinds Emerging Markets Fund; the Winslow Large-Cap Growth Fund; the NWQ Large-Cap Value ESG Fund; the Global Infrastructure Fund; and the Santa Barbara Global Dividend Growth Fund (each a Sub-Fund, collectively the Sub-Funds ). Applications have been made to the Central Bank for withdrawal of the approval of the Tradewinds Value Opportunities Fund and the Tradewinds Global All-Cap ESG Fund. Sub-Fund Launch Date Functional Currency Tradewinds Global All-Cap Fund 18 th April, 2007 US Dollar () Tradewinds Japan Equity Fund 18 th April, 2007 US Dollar () NWQ Large-Cap Value Fund 18 th April, 2007 US Dollar () Tradewinds Global Resources Fund 21 st December, 2009 US Dollar () Tradewinds Emerging Markets Fund 21 st December, 2009 US Dollar () Tradewinds Global All-Cap ESG Fund (closed 25 th May, 2012) 30 th July, 2010 US Dollar () Tradewinds Value Opportunities Fund (closed 9 th December, 2011) 30 th July, 2010 US Dollar () Winslow Large-Cap Growth Fund 8 th December, 2010 US Dollar () NWQ Large-Cap Value ESG Fund 15 th December, 2010 US Dollar () Global Infrastructure Fund 10 th June, 2011 US Dollar () Santa Barbara Global Dividend Growth Fund 1 st November, 2011 US Dollar () Principal Activities The Company was incorporated in Ireland on 12 th February, 2007 and was initially authorised by the Central Bank of Ireland (the Central Bank ) as a non-ucits qualifying investor fund on 16 th April, The authorisation status of the Company was re-designated to a non-ucits retail fund on 22 nd May, On 27 th August, 2009 the authorisation of the Company as a non-ucits retail fund was revoked at the request of the Company and the Company was authorised by the Central Bank as a UCITS fund pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (the UCITS Regulations ). A review of the principal activities is included in the Sub-Investment Managers Report on pages 15 through 25. Directors Directors who held office at any time during the year ended 31 st May, 2012, and/or held office at 31 st May, 2012 were: Alan A. Brown (resigned 26 th September, 2011) Eimear Cowhey John L. MacCarthy Denis Murphy Adrian Waters Margo Cook Thomas Schreier (appointed 26 th September, 2011) Results for the Year and State of Affairs at 31 st May, 2012 Details of the state of affairs of the Company and results for the year ended 31 st May, 2012 are set out on pages 81 to 83, 91 to 93 and 96 to 98, respectively. The Net Assets attributable to Holders of Redeemable Participating Shares (for shareholder dealing purposes) of the Company as at 31 st May, 2012 were 513,044,268 (31 st May, 2011: 1,881,515,571). Risk Management Objectives & Policies The main risks arising from the Company s activities are market risk comprising: interest rate, foreign currency and other price risk, and credit and liquidity risk as set out in note 13 on pages 128 to

9 DIRECTORS REPORT (continued) Dividends and Retention The Company s Sub-Funds, with the exception of the Santa Barbara Global Dividend Growth Fund, are accumulating sub-funds and, therefore, it is not currently intended to declare dividends in respect of the Sub-Funds. It is intended that net income and net realised and unrealised capital gains will be accumulated and reinvested on behalf of shareholders. For Class A Distributing Shares, Class C Distributing Shares and Class I Distributing Shares of the Santa Barbara Global Dividend Growth Fund, it is expected that the Directors will declare and pay quarterly dividends equal to all or substantially all of the Sub-Fund s net income attributable to such Share Classes. Dividends may be paid from net income and/or realised or unrealised gains net of realised and unrealised losses attributable to the relevant Share Classes. Details of the dividends declared for the Santa Barbara Global Dividend Growth Fund are included in note 15. Directors' and Secretary's Interests None of the Directors, the Company Secretary, or their families hold or held any beneficial interests in the Company at 31 st May, 2012 or during the year ended 31 st May, 2012, other than those disclosed in note 14 on pages 148 to 151. Transactions Involving Directors There are no contracts or arrangements of any significance in relation to the business of the Company in which the Directors or the Company Secretary had any interest as defined in the Companies Act, 1990 at any time during the year ended 31 st May, 2012, other than those disclosed in note 14 on pages 148 to 151. Statement of Directors' Responsibilities The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable Irish law and Generally Accepted Accounting Practice in Ireland including the accounting standards issued by the Accounting Standards Board and published by the Institute of Chartered Accountants in Ireland. Irish company law requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; and prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements are prepared in accordance with accounting standards generally accepted in Ireland and comply with the Companies Acts, 1963 to 2012, the UCITS Regulations and the listing rules of The Irish Stock Exchange. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are required to entrust the assets of the Company to a custodian for safekeeping. In carrying out this duty, the Company has delegated custody of the Company s assets to Brown Brothers Harriman Trustee Services (Ireland) Limited (the Custodian ). Books of Account To ensure that proper books of account are kept in accordance with Section 202 of the Companies Act, 1990, the Company has employed a service organisation, Brown Brothers Harriman Fund Administration Services (Ireland) Limited (the Administrator ). The books of account are located at the offices of the Administrator as stated on page

10 DIRECTORS REPORT (continued) Independent Auditors The Independent Auditors, PricewaterhouseCoopers, has indicated its willingness to continue in office in accordance with section 160(2) of the Companies Act, Significant Events during the Year The Global Infrastructure Fund launched on 10 th June, On 12 th July, 2011 a request was made by one shareholder in the Tradewinds Value Opportunities Fund to redeem 988,630 shares ( 23,509,639) from Class I. This equated to 95.17% of the Sub-Fund. The Sub-Fund subsequently liquidated on 9 th December, With effect from 29 th July, 2011 the Tradewinds Global All-Cap Fund, the Tradewinds Global All-Cap ESG Fund and the Tradewinds Value Opportunities Fund were closed to new investments, except for investments by existing shareholders of record as of that date. The Tradewinds Global All-Cap Fund was subsequently re-opened to investments from new shareholders from 8 th May, Alan Brown resigned from the Board of Directors on 26 th September, 2011 and Thomas Schreier was appointed to the Board of Directors with effect from the same date. A revised prospectus and simplified prospectus were issued on 6 th October, 2011 to incorporate, among other things, the approval of the Santa Barbara Global Dividend Growth Fund. The Santa Barbara Global Dividend Growth Fund launched on 1 st November, A revised memorandum and articles of association of the Company was adopted by special resolution dated 5 th December, A revised prospectus and simplified prospectus were issued on 1 st February, 2012, to incorporate, among other things, the removal of the Tradewinds Value Opportunities Fund and a change in investment management fee rates. In the second calendar quarter of 2012, Mr. David Iben, Co-President and Chief Investment Officer of Tradewinds Global Investors, LLC announced his departure from the firm (see Sub-Investment Managers report on page 15 for further details). The Board of Directors approved the termination of the Tradewinds Global All-Cap ESG Fund on 14 th March, The Sub-Fund distributed any remaining assets to its shareholders on 25 th May, There were no other material events affecting the Company during the year ended 31 st May, Events since the Year End Dividends were declared on Class A Distributing Shares, Class C Distributing Shares and Class I Distributing Shares of the Santa Barbara Global Dividend Growth Fund on 1 st June, 2012 and 4 th September, Details of these dividends are given in note 21 to the financial statements. Key investor information documents for all share classes of the Sub-Funds were noted by the Central Bank on 27 th June, There were no other material events affecting the Company since the year end, other than those disclosed in note 21. Corporate Governance Statement General Principles The European Communities (Directive 2006/46/EC) Regulations (S.I. 450 of 2009 and S.I. 83 of 2010) require the inclusion of a corporate governance statement in the Directors Report. Although there is no specific statutory corporate governance code applicable to Irish collective investment schemes whose shares are admitted to trading on The Irish Stock Exchange (the ISE ), the Company is subject to corporate governance practices imposed by: 9

11 DIRECTORS REPORT (continued) Corporate Governance Statement (continued) General Principles (continued) (i) (ii) (iii) (iv) the Companies Acts 1963 to 2012 which are available for inspection at the registered office of the Company; and may also be obtained at the Articles of Association of the Company which are available for inspection at the registered office of the Company (at Arthur Cox Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland) and at the Companies Registration Office in Ireland; the Central Bank in their UCITS notices and guidance notes which can be obtained from the Central Bank s website at:- and are available for inspection at the registered office of the Company; and the ISE through the ISE Code of Listing Requirements and Procedures which can be obtained from the ISE s website at:- In accordance with the requirements of the Central Bank and the UCITS Regulations, the Company has adopted a business plan. This sets forth the corporate governance practices followed by the Directors in managing the Company. The business plan includes detailed procedures related to decision taking, monitoring of compliance, monitoring of investment performance, monitoring of capital, risk management practices, financial control practices, and internal audit. Although the Directors maintain ultimate governance responsibility for the Company, the Company may appoint various professional service providers to fulfil the Company s day-to-day operational requirements. Internal Control and Risk Management Systems in Relation to Financial Reporting Under the general oversight of the Directors, the Administrator is responsible for establishing and maintaining adequate internal control and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company s financial reporting objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss. The Administrator has been appointed by the Directors to maintain the books and records of the Company in relation to financial reporting and is authorised and regulated by the Central Bank. The Administrator must comply with the rules imposed by the Central Bank. The Administrator has operating responsibility in respect of its internal controls in relation to the financial reporting process and the Administrator's report to the Directors. From time to time, the Directors review and evaluate the Administrator s financial accounting and reporting routines. The Administrator prepares the annual and half-yearly financial statements of the Company. The annual and half-yearly financial statements of the Company are required to be approved by the Directors and filed with the Central Bank and the ISE. The annual financial statements are audited by the independent auditors of the Company, PricewaterhouseCoopers, who report annually to the Directors on their findings. The Directors evaluate and discuss significant accounting and reporting issues as the need arises. The Directors monitor and evaluate the auditors performance, qualifications and independence. Dealings with Shareholders The convening and conduct of shareholders meetings are governed by the articles of association of the Company. Although the Directors may convene an extraordinary general meeting of the Company at any time, the Directors are required to convene an annual general meeting of the Company within fifteen months of the date of the previous annual general meeting. Not less than twenty one days notice of every annual general meeting must be given to shareholders unless the auditors of the Company and all the shareholders of the Company entitled to attend and vote at the general meeting agree to shorter notice. 10

12 DIRECTORS' REPORT (continued) Corporate Governance Statement (continued) Dealings with Shareholders (continued) Two shareholders present either in person or by proxy constitutes a quorum at a general meeting provided that: (i) in the event that there is only one shareholder in a fund or class the quorum shall be one shareholder present in person or by proxy at the meeting; (ii) the quorum for a general meeting convened to consider any alteration to the class rights of shares shall be two or more shareholders present in person or by proxy whose holdings comprise at least one third ofthe issued shares of the relevant class; and (iii) the quorum at any adjourned meeting shall be anyone shareholder present in person or by proxy and entitled to vote at the meeting. Every holder of shares present in person or by proxy who votes on a show of hands is entitled to one vote. On a poll, every holder of shares present in person or by proxy is entitled to one vote in respect of each share held. The chairman of a general meeting of the Company or at least five shareholders or any shareholder representing at least one tenth of the shares in issue having the right to vote at such meeting may demand a poll. Shareholders may resolve to adopt an ordinary resolution or special resolution at a shareholders' meeting. An ordinary resolution of the Company or of the shareholders of a particular fund or class requires a simple majority of the votes cast by the shareholders voting in person or by proxy at the meeting at which the resolution is proposed. A special resolution ofthe Company or ofthe shareholders ofa particular fund or class requires a majority ofnot less than 75% of the shareholders present in person or by proxy and voting at general meeting in order to pass a special resolution to amend the Articles of Association. Board Composition andactivities Unless otherwise determined by an ordinary resolution of the Company in general meeting, the number of Directors may not be less than two. Currently the Board ofdirectors ofthe Company is composed ofthe Directors listed in these audited financial statements. The Directors oversee the business ofthe Company and exercise such powers that are not otherwise reserved under the Companies Acts or the articles ofassociation ofthe Company in general meeting. A Director may, and the company secretary of the Company on the requisition of a Director shall, at any time summon a meeting ofthe Directors. Questions arising at any meeting of the Directors are determined by a majority of votes. In the case of an equality ofvotes, the chairman has a second or casting vote. The quorum necessary for the transaction of business at a meeting of the directors may be fixed by the Directors and, unless so fixed at any other number, shall be two. The principal responsibility of the Directors is oversight of the business affairs of the Company and, consistent with these oversight responsibilities, the Directors have delegated management functions and responsibilities to duly qualified service providers. Such service providers are subject to ongoing oversight by the Directors. On behalf of the Board ofdirectors Di<ecto, t-ih-0 Di'~ September,

13 REPORT OF THE CUSTODIAN TO THE SHAREHOLDERS BROWN~ BROTHERS HARRIMAN We have enquired into the conduct of Global Investors Fund Pic (the "Company") for the year ended May, 2012, in our capacity as Custodian to the Company. This report including the opinion has been prepared for, and solely for, the shareholders in the Company in accordance with the Central Bank of Ireland's (the "Central Bank") UCITS Notice 4 (as amended), and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown. Responsibilities of the Custodian Our duties and responsibilities are outlined in the Central Bank's UCITS Notice 4 (as amended). One of those duties is to enquire into the conduct of the Company in each annual accounting period and report thereon to the shareholders. Our repmt shall state whether, in our opinion, the Company has been managed in that period in accordance with the provisions of the Company's Memorandum and Articles of Association and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 201 I (the "UCITS Regulations"). It is the overall responsibility of the Company to comply with these provisions. If the Company has not so complied, we as Custodian must state why this is the case and outline the steps which we have taken to rectify the situation. Basis of Custodian Opinion The Custodian conducts such reviews as it, in its reasonable opinion, considers necessary in order to comply with its duties as outlined in UCITS Notice 4 (as amended) and to ensure that, in all material respects, the Company has been managed: (i) in accordance with the limitations imposed on its investment and borrowing powers by the provisions of its constitutional documentation and the appropriate regulations; and (ii) otherwise in accordance with the Company's constitutional documentation and the appropriate regulations. Opinion In our opinion, the Company has been managed during the year, in all material respects: (i) in accordance with the limitations imposed on the investment and borrowing powers of the Company by the Memorandum & Alticles ofassociation and by the UCITS Regulations; and (ii) otherwise in accordance with the provisions of the Memorandum & Alticles of Association and the UCITS Regulations. ~ ~l{1i".. BrO\~ H~~n Trustee Services (Ireland) Limited Styne House Upper Hatch Street Dublin 2 Ireland 17 lh September, 2012 BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IRELAND) LIMITED STYNE HOUSE, UPPER HATCH STREET, DUBLIN 2, IRELAND TEL FAX com BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IRELAND) LIMITED IS REGULATED BY THE CENTRAL BANK OF IRELAND REGISTERED IN IRELAND AT THE ABOVE ADDRESS. REG No DIRECTORS: TACARROLL MJMCDONALD (USA) SPAIRcElR KWSTONE (USA) WBTYREE (USA) VAT No: M

14 INDEPENDENT AUDITORS REPORT To the shareholders of Global Investors Fund plc (the Company ) We have audited the Company's financial statements for the year ended 31 st May, 2012 which comprise the Balance Sheet, the Profit and Loss Account, the Statement of Changes in Net Assets attributable to Holders of Redeemable Participating Shares, the Portfolio of Investments and the related notes to the financial statements. These financial statements have been prepared under the accounting policies set out therein. Respective Responsibilities of Directors and Auditors The directors responsibilities for preparing the annual report and the financial statements in accordance with applicable Irish law and the accounting standards issued by the Accounting Standards Board and published by the Institute of Chartered Accountants in Ireland (Generally Accepted Accounting Practice in Ireland) are set out in the Statement of Directors Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 193 of the Companies Act, 1990 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view in accordance with Generally Accepted Accounting Practice in Ireland, and are properly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to 2012 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, We state whether we have obtained all the information and explanations we consider necessary for the purposes of our audit, and whether the financial statements are in agreement with the books of account. We also report to you our opinion as to: whether the Company has kept proper books of account; and whether the directors' report is consistent with the financial statements. We also report to you if, in our opinion, any information specified by law regarding directors remuneration and directors' transactions is not disclosed and, where practicable, include such information in our report. We read the other information contained in the annual report, and consider whether it is consistent with the audited financial statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of Audit Opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. 13

15 INDEPENDENT AUDITORS' REPORT (continued) Opinion In our opinion, the financial statements: give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, ofthe state of the Company's affairs at 31 Sl May, 2012 and of its results for the year then ended; and have been properly prepared in accordance with the requirements of the Companies Acts, 1963 to 2012, and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, We have obtained all the information and explanations we consider necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the Company. The Company's financial statements are in agreement with the books of account. In our opinion, the information given in the directors' report on pages 7 to 11 is consistent with the financial statements. ~,~l- For and On behalf of: PricewaterhouseCoopers Chartered Accountants & Registered Auditors Dublin 17 th September, 2012 The financial statements are published at The Directors together with the Investment Manager are responsible for the maintenance and integrity of the website as far as it relates to Global Investors Fund pic. The work carried out by the auditors does not involve consideration of the maintenance and integrity of the website and accordingly, the auditors accept no responsibility for any changes that have occurred to the financial statements presented on the website. Legislation in the Republic of Ireland governing the presentation and dissemination of the financial statements may differ from legislation in other jurisdictions. 14

16 SUB-INVESTMENT MANAGERS REPORT (Unaudited) The Tradewinds Global All-Cap Fund, the Tradewinds Japan Equity Fund, the Tradewinds Global Resources Fund and the Tradewinds Emerging Markets Fund feature portfolio management by Tradewinds Global Investors, LLC ( Tradewinds ). The NWQ Large-Cap Value Fund and the NWQ Large-Cap Value ESG Fund feature portfolio management by NWQ Investment Management Company, LLC ( NWQ ). The Winslow Large-Cap Growth Fund features portfolio management by Winslow Capital Management, LLC. The Global Infrastructure Fund features portfolio management by Asset Management, LLC. The Santa Barbara Global Dividend Growth Fund features portfolio management by Santa Barbara Asset Management, LLC. The Company s investment manager, and each sub-investment manager, is a direct or indirect subsidiary of Investments Incorporated. In the following discussion portfolio managers Emily Alejos, Drew Thelen, Peter Boardman, Mike Hart, Jon Bosse, Clark Winslow, Justin Kelly, R. Bart Wear, Jay Rosenberg, John Wenker and Jim Boothe discuss key investment strategies and the performance of the Sub-Funds during the twelve-month or since inception periods ending 31 st May, During the reporting period, Tradewinds announced that Dave Iben, Co-President and Chief Investment Officer of Tradewinds, decided to leave the firm during the second calendar quarter. Emily Alejos and Drew Thelen have assumed investment leadership and oversight responsibilities, now serving as Co-Chief Investment Officers for Tradewinds. As integral members of the Tradewinds investment team, Emily and Drew have worked together for more than five years. Each brings significant investment experience to the next stage of Tradewinds development. In addition, effective 1 st April, 2012, the following portfolio manager changes took place: for the Tradewinds Global All-Cap Fund, Emily Alejos and Drew Thelen became portfolio managers, replacing Dave Iben. For the Tradewinds Japan Equity Fund, Peter Boardman is now the sole portfolio manager (Peter previously co-managed the Sub-Fund with Alberto Jimenez Crespo). For the Tradewinds Global Resources Fund, Dave Iben, Alberto Jimenez Crespo and Gregory Padilla departed and were replaced by Emily Alejos and Drew Thelen. There were no portfolio management changes to the Tradewinds Emerging Markets Fund, and it is still managed by Emily Alejos and Mike Hart. There have been no changes in any of the Sub-Funds investment objectives or policies. Jon Bosse is the Chief Investment Officer of NWQ and manages the NWQ Large-Cap Value Fund and NWQ Large-Cap Value ESG Fund. Clark Winslow, Justin Kelly and R. Bart Wear are co-portfolio managers of the Winslow Large-Cap Growth Fund. Jay Rosenberg and John Wenker are co-portfolio managers of the Global Infrastructure Fund. Jim Boothe is the portfolio manager of the Santa Barbara Global Dividend Growth Fund. Note that this reporting no longer includes the Tradewinds Global All-Cap ESG Fund and the Tradewinds Value Opportunities Fund as applications have been made to the Central Bank for withdrawal of the approval of both Sub-Funds. What were the general market conditions during the period ended 31 st May, 2012? During this period, the U.S. economy s progress toward recovery from recession remained moderate. The Federal Reserve ( Fed ) maintained its efforts to improve the overall economic environment by continuing to hold the benchmark Fed Funds rate at the record low level of zero to 0.25% that it had established in December At its June 2012 meeting (following the end of this reporting period), the Central Bank affirmed its opinion that economic conditions would likely warrant keeping the Fed Funds rate at exceptionally low levels at least through late The Fed also announced that it would extend its program to lengthen the average maturity of its holdings of U.S. Treasury securities by purchasing another US$267 billion of these securities (in addition to the US$400 billion originally announced in September 2011) with remaining maturities of six to thirty years and selling an equal amount of U.S. Treasury securities with maturities of three years or less. The goals of this program, which the Fed has now extended through the end of December 2012, are to lower longer-term interest rates, make broader financial conditions more accommodative, support a stronger economic recovery, and help ensure that inflation remains at levels consistent with the Fed s mandates of maximum employment and price stability. Global equities markets took a decidedly negative turn when Standard and Poor s ( S&P ) cut its rating of the U.S. to AA+ in August of 2011 amid rancorous political wrangling over the debt ceiling. Lacking a clear model to contextualise the historically unprecedented move, equities dynamically rose and fell on alternating positive and negative economic data, news flow regarding continuing European economic troubles and renewed global stimulus efforts. Global markets then experienced a pronounced rebound in the first quarter The VIX volatility index declined, ending the first quarter of 2012 at a five-year low and implying a generally confident view among investors. 15